CITIGROUP MORTGAGE LOAN TRUST INC. $932,941,201 (Approximate) Citigroup Mortgage Loan Trust, Series 2006-AR5 Mortgage Pass-Through Certificates UNDERWRITING AGREEMENT
CITIGROUP
MORTGAGE LOAN TRUST INC.
$932,941,201
(Approximate)
Citigroup
Mortgage Loan Trust, Series 2006-AR5
Mortgage
Pass-Through Certificates
June
29,
2006
Citigroup
Global Markets Inc.
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Dear
Sir
or Madam:
Citigroup
Mortgage Loan Trust Inc. (the “Company”), a Delaware corporation, proposes to
issue Citigroup Mortgage Loan Trust, Series 2006-AR5, Mortgage Pass-Through
Certificates (the “Certificates”), under a Pooling and Servicing Agreement (the
“Pooling and Servicing Agreement”), dated as of June 1, 2006, among the Company,
CitiMortgage, Inc. as master servicer (the “Master Servicer” and “Trust
Administrator”), Citibank, N.A. (the
Paying
Agent, Certificate Registrar and Authenticating Agent”) and U.S. Bank National
Association as trustee (the “Trustee”), and proposes to sell the Registered
Certificates (as defined below) to the underwriters named in Schedule II hereto
(the “Underwriters”), for whom you are acting as representative (the
“Representative”). If the firm or firms listed in Schedule II hereto include
only Citigroup Global Markets Inc., then the terms “Underwriters” and
“Representative,” as used herein, shall each be deemed to refer to Citigroup
Global Markets Inc. The Certificates are designated as (i) the Class 1-A1
Certificates, the Class 1-A1B Certificates, the Class 1-AIO Certificates, the
Class 1-A2A Certificates, the Class 1-A3A Certificates and the Class 1-23B
Certificates, the Class 1-A4A Certificates, the Class 1-A5A Certificates, the
Class 1-45B Certificates, the Class 1-A6A Certificates, the Class 1-A7A
Certificates and the Class 1-67B Certificates (collectively, the “Group 1 Class
A Certificates”), (ii) the Class 2-A1A Certificates, the Class 2-A1B
Certificates, the Class 2-A2A Certificates, the Class 2-A3A Certificates, the
Class 2-23B Certificates, the Class 2-A4A Certificates, the Class 2-A5A
Certificates, the Class 2-45B Certificates, the Class 2-A6A Certificates, the
Class 2-A7A Certificates and the Class 2-67B Certificates (collectively, the
“Group 2 Class A Certificates”), (iii) the Class 1-B1 Certificates, the Class
1-B2 Certificates, the Class 1-B3 Certificates, the Class 1-B4 Certificates,
the
Class 1-B5 Certificates, the Class 1-B6 Certificates, the Class 2-B1
Certificates, the Class 2-B2 Certificates, the Class 2-B3 Certificates, the
Class 2-B4 Certificates, the Class 2-B5 Certificates and the Class 2-B6
Certificates (collectively, the “Subordinate Certificates”) and (iv) the Class
1-R Certificates and the Class 2-R Certificates (the “Residual
Certificates”).
The
Certificates will represent in the aggregate the entire beneficial ownership
interest in a trust fund (the “Trust Fund”) consisting primarily of a segregated
pool (the “Mortgage Pool”) of one-to-four family, adjustable-rate, first lien
mortgage loans (the “Mortgage Loans”). Each Mortgage Loan provides for an
original term to maturity of not greater than 30 years. The Mortgage Loans
will
be acquired by the Company from Citigroup Global Markets Realty Corp. (the
“Seller”) in exchange for immediately available funds representing the purchase
price. The Certificates are described more fully in Schedule I hereto. The
Class
1-A1 Certificates, the Class 1-A1B Certificates, the Class 1-AIO Certificates,
the Class 1-A2A Certificates, the Class 1-A3A Certificates, the Class 1-23B
Certificates, the Class 1-A4A Certificates, the Class 1-A5A Certificates, the
Class 1-45B Certificates, the Class 1-A6A Certificates, the Class 1-A7A
Certificates, the Class 1-67B Certificates, the Class 2-A1A Certificates, the
Class 2-A1B Certificates, the Class 2-A2A Certificates, the Class 2-A3A
Certificates, the Class 2-23B Certificates, the Class 2-A4A Certificates, the
Class 2-A5A Certificates, the Class 2-45B Certificates, the Class 2-A6A
Certificates, the Class 2-A7A Certificates, the Class 2-67B Certificates, the
Class 1-B1 Certificates, the Class 1-B2 Certificates, the Class 1-B3
Certificates, the Class 2-B1 Certificates, the Class 2-B2 Certificates, the
Class 2-B3 Certificates, the Class 1-R Certificates and the Class 2-R
Certificates (collectively, the “Registered Certificates”) are more fully
discussed in a registration statement which the Company has furnished to you.
This is to confirm the arrangements with respect to your purchase of the
Registered Certificates.
Capitalized
terms used but not defined herein shall have the meanings assigned thereto
in
the Pooling and Servicing Agreement.
1. Representations
and Warranties:
The
Company represents and warrants to, and agrees with, each Underwriter
that:
(a)
The
Company has filed with the Securities and Exchange Commission (the “Commission”)
a registration statement on Form S-3 (the file number of which is set forth
in
Schedule I hereto), for the registration of the Registered Certificates under
the Securities Act of 1933, as amended (the “1933 Act”), which registration
statement has become effective and copies of which have heretofore been
delivered to you. Such registration statement, as amended as of the date hereof,
meets the requirements set forth in Rule 415(a)(1)(vii) under the 1933 Act
and
complies in all other material respects with the 1933 Act and the rules and
regulations thereunder. The Company proposes to file with the Commission
pursuant to Rule 424 under the 1933 Act a supplement to the form of prospectus
included in such registration statement relating to the Registered Certificates
and the plan of distribution thereof, and has previously advised you of all
further information (financial and other) with respect to the Certificates
and
the Mortgage Pool to be set forth therein. Such registration statement,
including the exhibits thereto, as amended as of the date hereof, is hereinafter
called the “Registration Statement”; the prospectus included in the Registration
Statement after the Registration Statement, as amended, became effective, or
as
subsequently filed with the Commission pursuant to Rule 424 under the 1933
Act,
is hereinafter called the “Basic Prospectus”; the form of prospectus
supplemented by the supplement to the form of prospectus relating to the
Registered Certificates, is hereinafter called the “Prospectus Supplement” in
the form in which it shall be first filed with the Commission pursuant to Rule
424 (including the Basic Prospectus) is hereinafter called a “Final Prospectus.”
The Company will file with the Commission within fifteen days of the issuance
of
the Registered Certificates a report on Form 8-K setting forth specific
information concerning the Registered Certificates and the Mortgage Pool to
the
extent that such information is not set forth in the Final
Prospectus.
(b)
As
of the
date hereof, when the Final Prospectus is first filed pursuant to Rule 424
under
the 1933 Act, when, prior to the Closing Date (as hereinafter defined), any
amendment to the Registration Statement becomes effective, when any supplement
to the Final Prospectus is filed with the Commission, and at the Closing Date,
(i) the Registration Statement, as amended as of any such time, and the Final
Prospectus, as amended or supplemented as of any such time, comply and will
comply in all material respects with the applicable requirements of the 1933
Act
and the rules and regulations thereunder, (ii) the Registration Statement,
as
amended as of any such time, does not and will not contain any untrue statement
of material fact and does not and will not omit to state any material fact
required to be stated therein or necessary in order to make the statements
therein not misleading, and (iii) the Final Prospectus, as amended or
supplemented as of any such time, do not and will not contain any untrue
statement of a material fact and do not and will not omit to state a material
fact necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading; provided,
however,
that
the Company makes no representations or warranties as to (i) the information
contained in or omitted from the Registration Statement or Final Prospectus
or
any amendment thereof or supplement thereto in reliance upon and in conformity
with the information furnished in writing to the Company by or on behalf of
any
Underwriter through the Representative specifically for use in connection with
the preparation of the Registration Statement and the Final Prospectus as set
forth in Exhibit A hereto (the “Underwriters’ Information”).
(c)
The
Company has been duly incorporated and is validly existing as a corporation
in
good standing under the laws of the State of Delaware with full power and
authority (corporate and other) to own its properties and conduct its business
as now conducted by it and to enter into and perform its obligations under
(i)
this Agreement, (ii) the Mortgage Loan Purchase Agreement, dated as of June
29,
2006 (the “Mortgage Loan Purchase Agreement”), between the Company and the
Seller and (iii) the Pooling and Servicing Agreement; and the Company has
received no notice of proceedings relating to the revocation or modification
of
any license, certificate, authority or permit applicable to its owning such
properties or conducting such business which singly or in the aggregate, if
the
subject of an unfavorable decision, ruling or finding, would materially and
adversely affect the conduct of the business, operations, financial condition
or
income of the Company.
(d)
As
of the
date hereof, when the Final Prospectus is first filed pursuant to Rule 424
under
the 1933 Act, when, prior to the Closing Date (as hereinafter defined), any
amendment to the Registration Statement becomes effective, when any supplement
to the Final Prospectus is filed with the Commission, and at the Closing Date,
there has not and will not have been (i) any request by the Commission for
any
further amendment of the Registration Statement or the Final Prospectus or
for
any additional information, (ii) any issuance by the Commission of any stop
order suspending the effectiveness of the Registration Statement or the
institution or threatening of any proceeding for that purpose or (iii) any
notification with respect to the suspension of the qualification of the
Registered Certificates for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose.
(e)
This
Agreement and the Mortgage Loan Purchase Agreement have been, and the Pooling
and Servicing Agreement when executed and delivered as contemplated hereby
and
thereby will have been, duly authorized, executed and delivered by the Company
and each constitutes, or will constitute when so executed and delivered, a
legal, valid and binding agreement of the Company, enforceable against the
Company in accordance with its terms, except as enforceability may be limited
by
(i) bankruptcy, insolvency, liquidation, receivership, moratorium,
reorganization or other similar laws affecting the enforcement of the rights
of
creditors, (ii) general principles of equity, whether enforcement is sought
in a
proceeding in equity or at law and (iii) public policy considerations underlying
the securities laws, to the extent that such public policy considerations limit
the enforceability of the provisions of this Agreement that purport to provide
indemnification from securities law liabilities.
(f)
The
Certificates and the Pooling and Servicing Agreement will conform in all
material respects to the description thereof contained in the Final Prospectus,
and the Certificates, when duly and validly authorized, executed, authenticated
and delivered in accordance with the Pooling and Servicing Agreement and paid
for by the Underwriters as provided herein, will be entitled to the benefits
of
the Pooling and Servicing Agreement. On the Closing Date, the Pooling and
Servicing Agreement will be effective to establish the Trust Fund as a valid
trust under the laws of the State of New York.
(g)
As
of the
Cut-off Date, the Mortgage Loans will meet the criteria for selection described
in the Final Prospectus.
(h)
Neither
the issuance and sale of the Certificates, nor the execution and delivery by
the
Company of this Agreement, the Mortgage Loan Purchase Agreement or the Pooling
and Servicing Agreement, nor the consummation by the Company of any of the
transactions herein or therein contemplated, nor compliance by the Company
with
the provisions hereof or thereof, will conflict with or result in a breach
of
any term or provision of the certificate of incorporation or by-laws of the
Company or conflict with, result in a breach, violation or acceleration of
or
constitute a default under, the terms of any indenture or other agreement or
instrument to which the Company or any of its affiliates is a party or by which
it or any of them is bound, or any statute, order or regulation applicable
to
the Company or any of its affiliates of any court, regulatory body,
administrative agency or governmental body having jurisdiction over the Company
or any of its affiliates. Neither the Company nor any of its affiliates is
a
party to, bound by or in breach or violation of any indenture or other agreement
or instrument, or subject to or in violation of any statute, order or regulation
of any court, regulatory body, administrative agency or governmental body having
jurisdiction over it, which materially and adversely affects, or may in the
future materially and adversely affect, (i) validity or enforceability of,
or
the ability of the Company to perform its obligations under, this Agreement,
the
Mortgage Loan Purchase Agreement or the Pooling and Servicing Agreement or
(ii)
the business, operations, financial conditions, properties or assets of the
Company.
(i)
Except
as
disclosed in the Final Prospectus, there are no actions or proceedings against,
or investigations of, the Company pending, or, to the knowledge of the Company,
threatened, before any court, administrative agency or other tribunal (i)
asserting the invalidity of this Agreement, the Mortgage Loan Purchase
Agreement, the Pooling and Servicing Agreement or the Certificates, (ii) seeking
to prevent the issuance of the Certificates or the consummation of any of the
transactions contemplated by this Agreement, the Mortgage Loan Purchase
Agreement or the Pooling and Servicing Agreement, (iii) that might materially
and adversely affect the performance by the Company of its obligations under,
or
the validity or enforceability of, this Agreement, the Mortgage Loan Purchase
Agreement, the Pooling and Servicing Agreement or the Certificates, or (iv)
seeking to affect adversely the federal income tax attributes of the
Certificates as described in the Final Prospectus.
(j)
There
has
not been any material adverse change in the business, operations, financial
condition, properties or assets of the Company since March
31, 2006.
(k)
Any
taxes, fees and other governmental charges payable by the Company in connection
with the execution, delivery and issuance of this Agreement, the Mortgage Loan
Purchase Agreement and the Pooling and Servicing Agreement or the execution,
delivery and sale or transfer of the Certificates have been or will be paid
at
or prior to the Closing Date.
(l)
The
Company is not, and the issuance and sale of the Certificates in the manner
contemplated by the Final Prospectus will not cause the Company to be, subject
to registration or regulation as an investment company or affiliate of an
investment company under the Investment Company Act of 1940, as amended (the
“Investment Company Act”).
(m)
The
transfer of the Mortgage Loans to the Trust Fund at the Closing Date will be
treated by the Company for financial accounting and reporting purposes as a
sale
of assets and not as a pledge of assets to secure debt.
(n) As
of the
Effective Date and as of the date of the Contract of Sale, the Company is not
an
“ineligible issuer” as defined in Rule 405 under the 1933 Act.
2.
Purchase
and Sale.
Subject
to the terms and conditions and in reliance upon the representations and
warranties set forth herein, the Company agrees to sell to each Underwriter,
and
each Underwriter agrees, severally and not jointly, to purchase from the Company
on the Closing Date, at the applicable purchase price set forth in Schedule
I
hereto, the Certificates set forth opposite such Underwriter’s name in Schedule
II hereto.
3.
Delivery
and Payment.
Delivery of and payment for the Registered Certificates shall be made in the
manner, on the date and at the time specified in Schedule I hereto (or such
later date not later than seven business days after such specified date as
the
Representative shall designate), which date and time may be postponed by
agreement between the Representative and the Company or as provided in this
Agreement (such date and time of delivery and payment for the Certificates
being
herein called the “Closing Date”). Delivery of the Registered Certificates, as
set forth on Schedule I hereto, shall be made to the Representative for the
respective accounts of the several Underwriters against payment in same day
Federal funds by the several Underwriters of the applicable purchase price.
The
Registered Certificates shall be registered in such names and in such authorized
denominations as the Representative may request not less than three full
business days in advance of the Closing Date.
The
Company agrees to have the Certificates available for inspection, checking
and
packaging by the Representative in New York, New York, not later than 1:00
p.m.
New York time on the business day prior to the Closing Date.
4. Offering
by Underwriters.
(a) It
is
understood that the several Underwriters propose to offer the Certificates
that
are Registered Certificates for sale to the public as set forth in the Final
Prospectus.
(b)
Each
Underwriter severally covenants and agrees with the Company as to itself
that:
(i) Unless
preceded or accompanied by a prospectus satisfying the requirements of Section
10(a) of the Securities Act or access thereto is made available pursuant to
Rule
173 of the Securities 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 (1) is made in reliance
on
Rule 134 under the Securities Act, (2) constitutes a prospectus satisfying
the
requirements of Rule 430B under the Securities Act or (3) is a Free Writing
Prospectus.
(ii) An
Underwriter may convey a Preliminary Term Sheet to a potential investor prior
to
entering into a Contract of Sale with such investor; provided, however, that
(x)
such Underwriter shall not enter into a Contract of Sale with such investor
unless the Underwriter has complied with paragraph (i) above prior to such
Contract of Sale, (y) such Underwriter shall deliver a copy of the proposed
Preliminary Term Sheet to the Depositor and its counsel prior to the anticipated
first use and shall not convey any such Preliminary Term Sheet to which the
Depositor or its counsel reasonably objects.
(iii) An
Underwriter may convey Computational Materials (x) to a potential investor
prior
to entering into a Contract of Sale with such investor; provided, however,
that
(A) such Underwriter shall not enter into a Contract of Sale with such investor
unless the Underwriter has complied with paragraph (i) above prior to such
Contract of Sale and (B) such Computational Materials shall not be disseminated
in a manner reasonably designed to lead to its broad unrestricted dissemination;
provided, however, that if such Computational Materials are disseminated in
a
manner reasonably designed to lead to its broad unrestricted dissemination,
such
Underwriter shall file with the Commission such Computational Materials, and
(y)
to an investor after a Contract of Sale, provided that the Underwriter has
complied with paragraph (i) above in connection with such Contract of Sale.
The
Underwriter shall keep sufficient records of any conveyance of Computational
Materials to potential or actual investors and shall maintain such records
as
required by the Rules and Regulations.
(iv) If
an
Underwriter does not furnish a Free Writing Prospectus that is required to
be
filed with the Commission to the Depositor’s counsel prior to the scheduled
print date of the Final Prospectus, such Underwriter will be deemed to have
represented that it did not convey any such Free Writing Prospectus to any
potential investor.
(v) Each
Free
Writing Prospectus shall contain legends that are substantially similar to
the
following:
The
issuer has filed a registration statement (including a prospectus) with the
SEC
for the offering to which this free writing prospectus relates. Before you
invest, you should read the base prospectus in that registration statement
and
other documents the issuer has filed with the SEC for more complete information
about the issuer and this offering. You may get these documents for free by
visiting ▇▇▇▇▇ on the SEC website at ▇▇▇.▇▇▇.▇▇▇. Alternatively, the issuer,
any
underwriter or any dealer participating in the offering will arrange to send
you
the base prospectus if you request it by calling toll-free
1-877-858-5407.
This
free writing prospectus is not required to contain all information that is
required to be included in the base prospectus.
The
information in this free writing prospectus is preliminary and is subject to
completion or change.
The
information in this free writing prospectus, if conveyed prior to the time
of
your commitment to purchase, supersedes information contained in any prior
similar free writing prospectus relating to these securities.
This
free writing prospectus is not an offer to sell or a solicitation of an offer
to
buy these securities in any state where such offer, solicitation or sale is
not
permitted.
This
free writing prospectus is being delivered to you solely to provide you with
information about the offering of the offered certificates referred to in this
free writing prospectus and to solicit an indication of your interest in
purchasing such offered certificates, when, as and if issued. Any such
indication of interest will not constitute a contractual commitment by you
to
purchase any of the offered certificates. You may withdraw your indication
of
interest at any time.
(vi) Any
Computational Materials shall include legends, in addition to those specified
in
paragraph (vi) above, substantially similar to the following:
The
information in this free writing prospectus may be based on preliminary
assumptions about the pool assets and the structure. Any such assumptions are
subject to change.
The
information in this free writing prospectus may reflect parameters, metrics
or
scenarios specifically requested by you. If so, prior to the time of your
commitment to purchase, you should request updated information based on any
parameters, metrics or scenarios specifically required by you.
Neither
the issuer of the securities nor any of its affiliates prepared, provided,
approved or verified any statistical or numerical information presented in
this
free writing prospectus, although that information may be based in part on
loan
level data provided by the issuer or its affiliates.
(vii) Each
Underwriter severally agrees to retain all Free Writing Prospectuses that it
has
used and that are not filed pursuant to this Section 4 for a period of three
years following the initial bona fide offering of the Registered
Certificates.
(c)
The
following terms shall have the meanings set forth below, unless the context
clearly indicates otherwise:
Computational
Materials:
Any
Free Writing Prospectus prepared by the Underwriter that contains only (i)
information of the type specified in paragraph (5) of the definition of ABS
Informational and Computational Materials in Item 1101(a) of Regulation AB
or
(ii) information that is not Issuer Information.
Contract
of Sale:
The
meaning set forth in Rule 159 under the 1933 Act.
Derived
Information:
Such
information, if any, in any Free Writing Prospectus prepared by any Underwriter
that is not contained in either (i) the Registration Statement, the Base
Prospectus or Final Prospectus or amendments or supplements thereto, taking
into
account information incorporated therein by reference or (ii) any Pool
Information, except to the extent that any omission or alleged omission in
Derived Information results from a Pool Error.
Free
Writing Prospectus:
A
“written communication” within the meaning of Rule 405 under the 1933 Act that
describes the Certificates and/or the Mortgage Loans.
Issuer
Information:
Such
information as defined in Rule 433(h) under the 1933 Act and which shall not
include information that is merely based on or derived from such
information.
Issuer
Free Writing Prospectus:
The
meaning set forth in Rule 405 of the 1933 Act except that (i) Computational
Materials shall not be an Issuer Free Writing Prospectus and (ii) any Free
Writing Prospectus or portion thereof prepared by or on behalf of an Underwriter
than includes any Issuer information that is not approved by the Depositor
for
use therein shall not be an Issuer Free Writing Prospectus.
Preliminary
Term Sheet:
A Free
Writing Prospectus that contains information of the type described in paragraphs
(1) - (3) of the definition of ABS Informational and Computational Materials
in
Item 1101(a) of Regulation AB but which does not included Derived
Information.
(d) (i)
In the
event that any Underwriter or the Company becomes aware that, as of the time
of
the Contract of Sale, any Free Writing Prospectus delivered to a purchaser
of a
Registered Certificate 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 or the Company shall notify the other parties to
this Agreement within one business day after discovery.
(ii) The
party
responsible for the information to be corrected, if requested by the Company
or
an Underwriter, as appropriate, shall prepare a Free Writing Prospectus with
Corrective Information that corrects the material misstatement in or omission
from the Defective Free Writing Prospectus (such corrected Free Writing
Prospectus, a “Corrected Free Writing Prospectus”).
(iii) The
Underwriters shall deliver the Corrected Free Writing Prospectus to each
purchaser of a Registered Certificate which received the Defective Free Writing
Prospectus prior to entering into an agreement to purchase any Registered
Certificates.
(iv) The
Underwriters shall notify such purchaser in a prominent fashion that the prior
agreement to purchase Registered Certificates has been terminated, and of such
purchaser’s rights as a result of termination of such agreement.
(v) The
Underwriters shall provide such purchaser with an opportunity to affirmatively
agree to purchase such Registered Certificates on the terms described in the
Corrected Free Writing Prospectus.
(e)
Each
Underwriter covenants with the Company that after the Final Prospectus is
available, the Underwriter shall not distribute any written information
concerning the Registered Certificates to a prospective purchaser of Registered
Certificates unless such information is preceded or accompanied by the Final
Prospectus.
5. Agreements.
The
Company agrees with the several Underwriters that:
(a)
The
Company will not file any amendment to the Registration Statement or supplement
to (including the supplement relating to the Registered Certificates included
in
the Final Prospectus) the Basic Prospectus, unless the Company has furnished
to
you a copy for your review prior to filing, and will not file or distribute
any
such proposed amendment or supplement to which you reasonably object. Subject
to
the foregoing sentence, the Company will cause the Final Prospectus to be
transmitted to the Commission for filing pursuant to Rule 424 under the 1933
Act. The Company will promptly advise the Representative (i) when the Final
Prospectus shall have been filed or transmitted to the Commission for filing
pursuant to Rule 424, (ii) when any amendment to the Registration Statement
shall have become effective, (iii) of any request by the Commission for any
amendment of the Registration Statement or the Final Prospectus or for any
additional information, (iv) of the issuance by the Commission of any stop
order
suspending the effectiveness of the Registration Statement or the institution
or
threatening of any proceeding for that purpose and (v) of the receipt by the
Company of any notification with respect to the suspension of the qualification
of the Registered Certificates for sale in any jurisdiction or the initiation
or
threatening of any proceeding for such purpose. The Company will use its best
efforts to prevent the issuance of any such stop order or suspension and, if
issued, to obtain as soon as possible the withdrawal thereof.
(b) If,
at
any time when a prospectus relating to the Registered Certificates is required
to be delivered under the 1933 Act, any event occurs as a result of which any
Final Prospectus as then amended or supplemented would include any untrue
statement of a material fact or omit to state any material fact necessary to
make the statements therein in the light of the circumstances under which they
were made not misleading, or if it shall be necessary to amend or supplement
the
Final Prospectus to comply with the 1933 Act or the rules and regulations
thereunder, the Company will promptly prepare and file with the Commission,
subject to paragraph (a) of this Section 5, an amendment or supplement that
will
correct such statement or omission or an amendment that will effect such
compliance and, if such amendment or supplement is required to be contained
in a
post-effective amendment of the Registration Statement, will use its best
efforts to cause such amendment of the Registration Statement to be made
effective as soon as possible.
(c) The
Company will (i) furnish to the Representative and counsel for the Underwriters,
without charge, signed copies of the Registration Statement (including exhibits
thereto) and each amendment thereto that shall become effective on or prior
to
the Closing Date and, so long as delivery of a prospectus by an Underwriter
or
dealer in connection with the Registered Certificates may be required by the
1933 Act, as many copies of each Preliminary Final Prospectus, the Final
Prospectus and any amendments thereof and supplements thereto as the
Representative may reasonably request, and (ii) file promptly all reports and
any definitive proxy or information statements required to be filed by the
Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of
the
Securities Exchange Act of 1934, as amended (the “1934 Act”), subsequent to the
date of the Final Prospectus and for so long as the delivery of a prospectus
by
an Underwriter or dealer in connection with the Registered Certificates may
be
required under the 1933 Act.
(d) The
Company agrees that, so long as the Certificates shall be outstanding, it will
deliver to the Representative the annual statement as to compliance delivered
to
the Trustee pursuant to Section 3.20 of the Pooling and Servicing Agreement
and
the Assessment of Compliance and the Attestation Report furnished to the Trustee
pursuant to Section 3.21 of the Pooling and Servicing Agreement, as soon as
such
statements are furnished to the Company. The Company will request that the
Servicer and the Trustee furnish to the Underwriters any monthly reports
furnished to Certificateholders pursuant to the Pooling and Servicing
Agreement.
(e) The
Company will furnish such information, execute such instruments and take such
action, if any, as may be required to qualify the Registered Certificates for
sale under the laws of such jurisdictions as the Representative may designate
and will maintain such qualifications in effect so long as required for the
distribution of the Registered 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.
(f)
The
Company will pay, to the extent not paid by the Seller pursuant to the Mortgage
Loan Purchase Agreement, all costs and expenses in connection with the
transactions herein contemplated, including, but not limited to: the fees and
disbursements of its counsel; the costs and expenses of printing (or otherwise
reproducing) and delivering the Pooling and Servicing Agreement and the
Certificates; accounting fees and disbursements; the costs and expenses in
connection with the qualification or exemption of the Registered Certificates
under state securities or blue sky laws, including filing fees and reasonable
fees and disbursements of counsel in connection with the preparation of any
blue
sky survey and in connection with any determination of the eligibility of the
Certificates for investment by institutional investors and the preparation
of
any legal investment survey; the expenses of printing any such blue sky survey
and legal investment survey; the costs and expenses in connection with the
preparation, printing and filing of the Registration Statement (including
exhibits thereto), the Basic Prospectus, the Preliminary Final Prospectus and
the Final Prospectus, the preparation and printing of this Agreement and the
furnishing to the Underwriters of such copies of each Preliminary Final
Prospectus and the Final Prospectus as the Representative may reasonably
request, and the fees of each nationally recognized statistical rating
organization identified in the Final Prospectus (individually and collectively,
the “Rating Agency”) as having rated the Certificates. Except as provided in
Section 7 hereof, the Underwriters shall be responsible for paying all costs
and
expenses incurred by them in connection with the offering of the
Certificates.
(g) In
connection with any transaction contemplated by this Agreement, the Depositor
and each of its affiliates maintain customary, arm’s-length business
relationships with the Underwriters and each of its affiliates, and no fiduciary
duty on the part of the Underwriters or any of its affiliates is thereby or
hereby intended or created, and the express disclaimer of any such fiduciary
relationship on the part of the Underwriters and each of its affiliates is
hereby acknowledged and accepted by the Depositor and each of its
affiliates.
(h) To
the
extent that any Underwriter has provided to the Company a Free Writing
Prospectus that such Underwriter has conveyed to a prospective investor, the
Company will file or cause to be filed with the Commission such Free Writing
Prospectus that is either an Issuer Free Writing Prospectus (as defined in
Section 4(c) hereof) or contains Issuer Information as soon as reasonably
practicable after the date of this Agreement, but in any event, not later than
required pursuant to Rules 426 or 433, respectively, of the 1933
Act.
(i)
The
Company shall not be required to file (A) any Free Writing Prospectus, if the
information included therein is included or incorporated by reference in a
Free
Writing Prospectus previously filed with the Commission that relates to the
offering of the Certificates, or (B) any Free Writing Prospectus or portion
thereof that contains a description of the Certificates or the offering of
the
Certificates which does not reflect the final terms thereof.
(j)
To
the
extent that costs are incurred as a result of an intended trade that has been
broken, the party that is responsible for the information which led to such
broken trade shall bear the costs associated thereto.
6.
Conditions
to the Obligations of the Underwriters.
The
obligations of the Underwriters to purchase the Registered Certificates shall
be
subject to the accuracy of the representations and warranties on the part of
the
Company contained herein as of the date hereof, as of the date of the
effectiveness of any amendment to the Registration Statement filed prior to
the
Closing Date and as of the Closing Date, to the accuracy of the statements
of
the Company made in any certificates pursuant to the provisions hereof, to
the
performance by the Company of its obligations hereunder and to the following
additional conditions:
(a) No
stop
order suspending the effectiveness of the Registration Statement, as amended
from time to time, shall have been issued and not withdrawn and no proceedings
for that purpose shall have been instituted or threatened; and the Final
Prospectus shall have been filed or transmitted for filing with the Commission
in accordance with Rule 424 under the ▇▇▇▇ ▇▇▇.
(b) The
Company shall have delivered to you a certificate of the Company, signed by
the
President or a vice president or an assistant vice president of the Company
and
dated the Closing Date, to the effect that the signer of such certificate has
carefully examined the Registration Statement, Final Prospectus and this
Agreement and that (i) the representations and warranties of the Company in
this
Agreement are true and correct in all material respects at and as of the Closing
Date with the same effect as if made on the Closing Date, (ii) the Company
has,
in all material respects, complied with all the agreements and satisfied all
the
conditions on its part that are required by this Agreement to be performed
or
satisfied at or prior to the Closing Date, (iii) no stop order suspending the
effectiveness of the Registration Statement has been issued and no proceedings
for that purpose have been instituted or, to the Company’s knowledge,
threatened, (iv) nothing has come to the attention of such officer that would
lead such officer to believe that the Final Prospectus contains any untrue
statement of a material fact or omits to state any material fact necessary
in
order to make the statements therein, in the light of the circumstances under
which they were made, not misleading and (v) subsequent to the respective dates
as of which information is given in the Final Prospectus, there has not been
any
material adverse change in the general affairs, capitalization, financial
condition or results of operations of the Company.
(c) The
Underwriters shall have received from ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇ llp,
counsel
for the Company and the Seller, a favorable opinion, dated the Closing Date
and
satisfactory in form and substance to counsel for the Underwriters.
(d) The
Representative shall have received from Deloitte & Touche, certified public
accountants, a letter, dated the date hereof and satisfactory in form and
substance to the Representative and counsel for the Underwriters, to the effect
that they have performed certain specified procedures as a result of which
they
determined that certain information of an accounting, financial or statistical
nature set forth in each respective Final Prospectus under the captions “Summary
of Prospectus Supplement—The Mortgage Loans,” “Risk Factors” (to the extent of
information regarding the Mortgage Loans therein) “The Mortgage Pool” “Yield on
the Certificates” and “Description of the Certificates” agrees with the records
of the Seller.
(e) The
Certificates shall have been given the ratings set forth in Schedule I hereto
by
the Rating Agency.
(f)
The
Representative shall have received, from counsel for the Trustee, a favorable
opinion, dated the Closing Date, and in form and substance satisfactory to
the
Representative and its counsel, to the effect that the Pooling and Servicing
Agreement has been duly authorized, executed and delivered by the Trustee and
constitutes the legal, valid and binding agreement of the Trustee, enforceable
in accordance with its terms, except as enforceability may be limited by
bankruptcy, insolvency, reorganization or other similar laws affecting the
enforcement of creditors rights in general and by general principles of equity,
regardless of whether such enforcement is considered in a proceeding in equity
or at law, and as to such other matters as may be agreed upon by the Trustee
and
the Representative.
(g) The
Representative shall have received from the Seller, in form and substance
satisfactory to counsel for the Underwriters:
(i) An
officer’s certificate stating that on the Closing Date the representations and
warranties of the Seller under the Mortgage Loan Purchase Agreement will be
true
and correct and no event has occurred that would constitute a default
thereunder; and
(ii) An
officer’s
certificate relating to the Mortgage Loan Purchase Agreement and the obligations
of the Seller thereunder, as Seller or otherwise, together with copies of the
certificate of incorporation and by-laws of the Seller and a certificate of
good
standing of the Seller under the laws of the State of New York;
(h)
The
Representative shall have received from the Master Servicer, in form and
substance satisfactory to counsel for the Underwriters:
(i) An
officer’s certificate stating that on the Closing Date the representations and
warranties of the Master Servicer contained in the Pooling and Servicing
Agreement will be true and correct and no event has occurred with respect to
the
Master Servicer that would constitute an Event of Default thereunder;
and
(ii) An
officer’s
certificate relating to the Pooling and Servicing Agreement and the obligations
of the Master Servicer thereunder, as Master Servicer or otherwise, and attached
thereto the Articles of Association of the Master Servicer, together with copies
of the charter and by-laws of the Master Servicer and a certificate of good
standing of the Master Servicer issued by the Office of the Comptroller of
the
Currency of the United States of America.
(i) The
Representative shall have received from counsel to the Master Servicer, a
favorable opinion, dated the Closing Date and satisfactory in form and substance
to counsel for the Underwriters.
(j) The
Underwriters shall have received copies of any opinions of counsel to the
Company, the Seller, each Underlying Seller and the Master Servicer supplied
to
the Rating Agency or the Trustee relating to certain matters with respect to
the
Certificates. Any such opinions shall be dated the Closing Date and addressed
to
the Underwriters or accompanied by the reliance letters to the Underwriters
or
shall state that the Underwriters may rely upon them.
(k)
All
proceedings in connection with the transactions contemplated by this Agreement
and all documents incident hereto shall be satisfactory in form and substance
to
the Representative and counsel for the Underwriters, and the Representative
and
counsel for the Underwriters shall have received such other information,
certificates and documents as they may reasonably request.
(l)
All
documents required under the Mortgage Loan Purchase Agreement have been provided
to the appropriate parties.
If
any of
the conditions specified in this Section 6 shall not have been fulfilled in
all
material respects when and as provided in this Agreement, if the Company is
in
breach of any covenants or agreements contained herein or if any of the opinions
and certificates mentioned above or elsewhere in this Agreement shall not be
in
all material respects reasonably satisfactory in form and substance to the
Representative and counsel for the Underwriters, this Agreement and all
obligations of the Underwriters hereunder may be cancelled at, or at any time
prior to, the Closing Date by the Representative. Notice of such cancellation
shall be given to the Company in writing, or by telephone or telegraph confirmed
in writing.
(m)
The
Representative shall have received, from counsel for the Paying Agent, a
favorable opinion, dated the Closing Date, and in form and substance
satisfactory to the Representative and its counsel, to the effect that the
Pooling and Servicing Agreement has been duly authorized, executed and delivered
by the Paying Agent and constitutes the legal, valid and binding agreement
of
the Paying Agent, enforceable in accordance with its terms, except as
enforceability may be limited by bankruptcy, insolvency, reorganization or
other
similar laws affecting the enforcement of creditors rights in general and by
general principles of equity, regardless of whether such enforcement is
considered in a proceeding in equity or at law, and as to such other matters
as
may be agreed upon by the Paying Agent and the Representative.
7. Reimbursement
of Underwriters Expenses.
If the
sale to the Underwriters of the Registered Certificates as provided for herein
is not consummated because any condition to the obligations of the Underwriters
set forth in Section 6 hereof is not satisfied or because of any refusal,
inability or failure on the part of the Company to perform any agreement herein
or comply with any provisions hereof, other than by reason of default by the
Underwriters, the Company will reimburse the Underwriters severally upon demand
for all out-of-pocket expenses, including reasonable fees and disbursements
of
counsel, that shall have been incurred by the Underwriters in connection with
the proposed purchase and sale of the Registered Certificates.
8.
Indemnification
and Contribution.
The
Company agrees with the several Underwriters that:
(a)
The
Company will indemnify and hold harmless each Underwriter, the directors,
officers, employees and agents of each Underwriter, and each person who controls
any Underwriter within the meaning of either the 1933 Act or the 1934 Act
against any and all losses, claims, damages or liabilities, joint or several,
to
which they or any of them may become subject under the 1933 Act, the 1934 Act
or
other federal or state statutory law or regulation, at common law or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any static pool information regarding
previously securitized pools of the Sponsor or any untrue statement or alleged
untrue statement of a material fact contained in the registration statement
for
the registration of the Registered Certificates as originally filed or in any
amendment thereof, or in the Basic Prospectus, any Preliminary Final Prospectus
or Final Prospectus, or in any amendment thereof or supplement thereto, or
arise
out of or are based upon the omission or alleged omission to state therein
a
material fact required to be stated therein or necessary to make the statements
therein not misleading, and agrees to reimburse each such indemnified party,
as
incurred, for any legal or other expenses reasonably incurred by them in
connection with investigating or defending any such loss, claim, damage,
liability or action; provided,
however,
that
the Company will not be liable in any such 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 (i) in reliance upon and in conformity with any Underwriter’s
Information or (ii) any Derived Information, except to the extent that any
untrue statement or alleged untrue statement or omission therein results (or
is
alleged to have resulted) from an error or material omission in the information
either in the Prospectus for which the Company is responsible or concerning
the
characteristics of the Mortgage Loans furnished to the Underwriters for use
in
the preparation of any Free Writing Prospectus (any such information, the “Pool
Information”), which error was not superseded or corrected by the delivery to
the Underwriters of corrected written or electronic information, or for which
the Company provided written notice of such error to the Underwriters prior
to
the first Contract of Sale (any such uncorrected Pool Information, a “Pool
Error”). This indemnity agreement will be in addition to any liability which the
Company may otherwise have.
(b) Each
Underwriter severally will indemnify and hold harmless the Company, each of
its
directors, each of its officers who signs the Registration Statement, and each
person, if any, who controls the Company within the meaning of either the 1933
Act or the 1934 Act, to the same extent as the foregoing indemnity from the
Company to each Underwriter, but only with reference to (i) Derived Information
of such Underwriter or (ii) the Underwriter’s Information of such Underwriter.
This indemnity agreement will be in addition to any liability that any
Underwriter may otherwise have.
(c) Promptly
after receipt by an indemnified party under this Section 8 of notice of the
commencement of any action, such indemnified party will, if a claim in respect
thereof is to be made against the indemnifying party under this Section 8,
notify the indemnifying party in writing of the commencement thereof; but the
failure to so notify the indemnifying party (i) will not relieve it from
liability under paragraph 8(a) or 8(b) above unless and to the extent it did
not
otherwise learn of such action and such failure results in the forfeiture by
the
indemnifying party of substantial rights and defenses and (ii) will not, in
any
event, relieve the indemnifying party from any obligations to any indemnified
party other than the indemnification obligation provided in paragraph 8(a)
or
8(b) above. The indemnifying party shall be entitled to appoint counsel of
the
indemnifying party’s choice at the indemnifying party’s expense to represent the
indemnified party in any action for which indemnification is sought (in which
case the indemnifying party shall not thereafter be responsible for the fees
and
expenses of any separate counsel retained by the indemnified party or parties
except as set forth below); provided,
however,
that
such counsel shall be satisfactory to the indemnified party. Notwithstanding
the
indemnifying party’s election to appoint counsel to represent the indemnified
party in an action, the indemnified party shall have the right to employ
separate counsel (including local counsel), and the indemnifying party shall
bear the reasonable fees, costs and expenses of such separate counsel if (i)
the
use of counsel chosen by the indemnifying party to represent the indemnified
party would present such counsel with a conflict of interest, (ii) the actual
or
potential defendants in, or targets of, any such action include both the
indemnified party and the indemnifying party and the indemnified party shall
have reasonably concluded that there may be legal defenses available to it
and/or other indemnified parties that are different from or additional to those
available to the indemnifying party, (iii) the indemnifying party shall not
have
employed counsel satisfactory to the indemnified party to represent the
indemnified party within a reasonable time after notice of the institution
of
such action or (iv) the indemnifying party shall authorize the indemnified
party
to employ separate counsel at the expense of the indemnifying party. An
indemnifying party will not, without the prior written consent of the
indemnified parties, settle or compromise or consent to the entry of any
judgment with respect to any pending or threatened claim, action, suit or
proceeding in respect of which indemnification or contribution may be sought
hereunder (whether or not the indemnified parties are actual or potential
parties to such claim or action) unless such settlement, compromise or consent
includes an unconditional release of each indemnified party from all liability
arising out of such claim, action, suit or proceeding.
(d) In
order
to provide for just and equitable contribution in circumstances in which the
indemnification provided for in paragraph (a) of this Section 8 is due in
accordance with its terms but is for any reason held by a court to be
unavailable from the Company on grounds of policy or otherwise, the Company
and
the Underwriters shall contribute to the aggregate losses, claims, damages
and
liabilities (including legal and other expenses reasonably incurred in
connection with investigating or defending same) (collectively, “Losses”) to
which the Company and one or more of the Underwriters may be subject in such
proportion as is appropriate to reflect the relative benefits received by the
Company and the Underwriters from the offering of the Certificates. If the
allocation provided by the immediately preceding sentence is unavailable for
any
reason, the Company and the Underwriters shall contribute in such proportion
as
is appropriate to reflect not only such relative benefits but also the relative
fault of the Company and the Underwriters in connection with the statements
or
omissions that resulted in such Losses as well as any other relevant equitable
consideration. Benefits received by the Company shall be deemed to be equal
to
the total net proceeds from the offering (before deducting expenses) and
benefits received by an Underwriter shall be deemed to be equal to 0.25% of
the
aggregate initial principal amount of the Certificates purchased by such
Underwriter. Relative fault shall be determined by reference to whether any
alleged untrue statement or omission relates to the information provided by
the
Company or the Underwriters. The Company and the Underwriters agree that it
would not be just and equitable if contribution were determined by pro rata
allocation or any other method of allocation that does not take account of
the
equitable considerations referred to above. Notwithstanding the provisions
of
this paragraph 8(d), in no case shall any Underwriter except as may be provided
in any agreement among Underwriters relating to the offering of the Certificates
be responsible for any amount in excess of 0.25% of the aggregate initial
principal amount of the Certificates purchased by such Underwriter and, no
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the ▇▇▇▇ ▇▇▇) shall be entitled to contribution from any person who
was
not guilty of such fraudulent misrepresentation. For purposes of this Section
8,
each person, if any, who controls an Underwriter within the meaning of the
1933
Act or the 1934 Act and each director, officer, employee and agent of an
Underwriter shall have the same rights to contribution as such Underwriter,
and
each person, if any, who controls the Company within the meaning of either
the
1933 Act or the 1934 Act, each officer of the Company who shall have signed
the
Registration Statement and each director of the Company shall have the same
rights to contribution as the Company, subject in each case to the applicable
terms and conditions of this paragraph 8(d).
(e) For
purposes hereof, as to each Underwriter, the term “Derived Information” means
such information, if any, in the Computational Materials that is not contained
in either (i) the Basic Prospectus, the Final Prospectus or the Registration
Statement or amendments or supplements thereto, taking into account information
incorporated therein by reference (other than information incorporated by
reference from the Computational Materials) or (ii) any Pool Information, except
to the extent that any omission or alleged omission in Derived Information
results from a Pool Error.
9.
Seller
Obligations.
[Reserved].
10. Termination.
This
Agreement shall be subject to termination in the absolute discretion of the
Representative, by notice given to the Company prior to delivery of and payment
for all Registered Certificates if prior to such time (i) trading in securities
generally on the New York Stock Exchange shall have been suspended or limited,
or minimum prices shall have been established in such Exchange, (ii) a banking
moratorium shall have been declared by either federal or New York State
authorities or (iii) there shall have occurred any outbreak or material
escalation of hostilities, declaration by the United States of a national
emergency or war or other calamity or crisis, the effect of which on the
financial markets is such as to make it, in the judgment of the Representative,
impracticable to market the Certificates.
11. Representations
and Indemnities to Survive.
The
respective agreements, representations, warranties, indemnities and other
statements of the Company or its officers and the Underwriters set forth in
or
made pursuant to this Agreement will remain in full force and effect, regardless
of any investigation made by or on behalf of any Underwriter or the Company
or
any of the officers, directors or controlling persons referred to in Section
8
hereof, and will survive delivery of and payment for the Registered
Certificates. The provisions of Sections 7 and 8 hereof shall survive the
termination or cancellation of this Agreement.
12. Notices.
All
communications hereunder will be in writing and effective only on receipt,
and,
if sent to the Representative, will be mailed, delivered or telegraphed and
confirmed to it at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇,
Attention: Managing Director, the Financial Institutions Department; or, if
sent
to the Company, will be mailed, delivered or telegraphed and confirmed to it
at
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention:
Secretary.
13. 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 8 hereof, and their successors and assigns,
and
no other person will have any right or obligation hereunder.
14. Applicable
Law.
This
Agreement will be governed by and construed in accordance with the laws of
the
State of New York. This Agreement may be executed in any number of counterparts,
each of which shall for all purposes be deemed to be an original and all of
which shall together constitute but 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 and the several
Underwriters.
| Very truly yours, | ||
|
CITIGROUP
MORTGAGE LOAN TRUST INC.
|
||
|
By:
|
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |
|
Name:
|
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |
|
Title:
|
Vice President | |
|
The
foregoing Agreement is hereby confirmed
and
accepted as of the date first above written.
|
||
|
CITIGROUP
GLOBAL MARKETS INC.
|
||
|
By:
|
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |
|
Name:
|
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |
|
Title:
|
Director | |
|
For
itself and the other Underwriters named
in
Schedule II to the foregoing Agreement.
|
||
SCHEDULE
I
Underwriting
Agreement, dated June 29, 2006.
As
used
in this Agreement, the term “Registration Statement” refers to registration
statement No. 333-131136 filed by the Company on Form S-3 and declared effective
on April 7, 2006, as amended to date. The term “Basic Prospectus” refers to the
form of Prospectus filed with the Commission pursuant to Rule 424 under the
1933
Act after the Registration Statement became effective.
Title
and
Description of Certificates: Citigroup Mortgage Loan Trust, Series 2006-AR5,
Mortgage Pass-Through Certificates.
Initial
aggregate principal balance of the Registered Certificates: $932,941,201
(Approximate).
|
Class
|
Initial
Certificate
Principal Balance(1)
|
Pass-Through
Rate
|
Designations
|
|
|
1-A1A
|
$
|
84,278,000
|
Variable
|
Group
1-1 Super Senior
|
|
1-A1B
|
$
|
3,914,000
|
Variable
|
Group
1-1 Senior Support
|
|
1-AIO
|
Notional
Amount
|
Variable
|
Group
1-1/Notional
|
|
|
1-A2A
|
$
|
36,920,000
|
Variable
|
Group
1-2 Super Senior
|
|
1-A3A
|
$
|
92,511,000
|
Variable
|
Group
1-3 Super Senior
|
|
1-23B
|
$
|
6,011,000
|
Variable
|
Group
1-2 and Group 1-3
Senior
Support
|
|
1-A4A
|
$
|
24,481,000
|
Variable
|
Group
1-4 Super Senior
|
|
1-A5A
|
$
|
258,217,000
|
Variable
|
Group
1-5 Super Senior
|
|
1-45B
|
$
|
13,131,000
|
Variable
|
Group
1-4 and Group 1-5
Senior
Support
|
|
1-A6A
|
$
|
18,393,000
|
Variable
|
Group
1-6 Super Senior
|
|
1-A7A
|
$
|
38,335,000
|
Variable
|
Group
1-7 Super Senior
|
|
1-67B
|
$
|
2,635,000
|
Variable
|
Group
1-6 and Group 1-7
Senior
Support
|
|
1-B1
|
$
|
11,788,000
|
Variable
|
Group
1 Subordinate
|
|
1-B2
|
$
|
4,836,000
|
Variable
|
Group
1 Subordinate
|
|
1-B3
|
$
|
3,023,000
|
Variable
|
Group
1 Subordinate
|
|
1-R
|
$
|
100
|
Variable
|
Group
1 Residual
|
|
2-A1A
|
$
|
50,663,000
|
Variable
|
Group
2-1 Super Senior
|
|
2-A1B
|
$
|
4,470,000
|
Variable
|
Group
2-1 Senior Support
|
|
2-A2A
|
$
|
69,946,000
|
Variable
|
Group
2-2 Super Senior
|
|
2-A3A
|
$
|
49,492,000
|
Variable
|
Group
2-3 Super Senior
|
|
2-23B
|
$
|
10,539,000
|
Variable
|
Group
2-2 and Group 2-3
Senior
Support
|
|
2-A4A
|
$
|
26,903,000
|
Variable
|
Group
2-4 Super Senior
|
|
2-A5A
|
$
|
37,873,000
|
Variable
|
Group
2-5 Super Senior
|
|
2-45B
|
$
|
5,716,000
|
Variable
|
Group
2-4 and Group 2-5
Senior
Support
|
|
2-A6A
|
$
|
24,437,000
|
Variable
|
Group
2-6 Super Senior
|
|
2-A7A
|
$
|
30,785,000
|
Variable
|
Group
2-7 Super Senior
|
|
2-67B
|
$
|
4,873,000
|
Variable
|
Group
2-6 and Group 2-7
Senior
Support
|
|
2-B1
|
$
|
10,921,000
|
Variable
|
Group
2 Subordinate
|
|
2-B2
|
$
|
4,778,000
|
Variable
|
Group
2 Subordinate
|
|
2-B3
|
$
|
3,072,000
|
Variable
|
Group
2 Subordinate
|
|
2-R
|
$
|
101
|
Variable
|
Group
2 Residual
|
The
aggregate purchase price for the Registered Certificates will be equal to
approximately 98.94% of the aggregate initial Certificate Principal Balances
of
the Registered Certificates as of the Cut-off Date.
|
Closing
Time, Date and Location: 10:00 AM. on June 30, 2006 at the offices
of
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Wood LLP,
▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇
▇▇▇▇▇.
|
Issuance
and Delivery of Certificates: The Registered Certificates will be delivered
at
closing in book-entry form in such names and denominations as the Representative
may direct in accordance with the Underwriting Agreement.
SCHEDULE
II
|
Class
|
Initial
Certificate Principal Balance(1)
|
Underwriter
|
|||||
|
1-A1A
|
$
|
84,278,000
|
Citigroup
Global Markets, Inc.
|
||||
|
1-A1B
|
$
|
3,914,000
|
Citigroup
Global Markets, Inc.
|
||||
|
1-AIO
|
Notional
Amount
|
Citigroup
Global Markets, Inc.
|
|||||
|
1-A2A
|
$
|
36,920,000
|
Citigroup
Global Markets, Inc.
|
||||
|
1-A3A
|
$
|
92,511,000
|
Citigroup
Global Markets, Inc.
|
||||
|
1-23B
|
$
|
6,011,000
|
Citigroup
Global Markets, Inc.
|
||||
|
1-A4A
|
$
|
24,481,000
|
Citigroup
Global Markets, Inc.
|
||||
|
1-A5A
|
$
|
258,217,000
|
Citigroup
Global Markets, Inc.
|
||||
|
1-45B
|
$
|
13,131,000
|
Citigroup
Global Markets, Inc.
|
||||
|
1-A6A
|
$
|
18,393,000
|
Citigroup
Global Markets, Inc.
|
||||
|
1-A7A
|
$
|
38,335,000
|
Citigroup
Global Markets, Inc.
|
||||
|
1-67B
|
$
|
2,635,000
|
Citigroup
Global Markets, Inc.
|
||||
|
1-B1
|
$
|
11,788,000
|
Citigroup
Global Markets, Inc.
|
||||
|
1-B2
|
$
|
4,836,000
|
Citigroup
Global Markets, Inc.
|
||||
|
1-B3
|
$
|
3,023,000
|
Citigroup
Global Markets, Inc.
|
||||
|
1-R
|
$
|
100
|
Citigroup
Global Markets, Inc.
|
||||
|
2-A1A
|
$
|
50,663,000
|
Citigroup
Global Markets, Inc.
|
||||
|
2-A1B
|
$
|
4,470,000
|
Citigroup
Global Markets, Inc.
|
||||
|
2-A2A
|
$
|
69,946,000
|
Citigroup
Global Markets, Inc.
|
||||
|
2-A3A
|
$
|
49,492,000
|
Citigroup
Global Markets, Inc.
|
||||
|
2-23B
|
$
|
10,539,000
|
Citigroup
Global Markets, Inc.
|
||||
|
2-A4A
|
$
|
26,903,000
|
Citigroup
Global Markets, Inc.
|
||||
|
2-A5A
|
$
|
37,873,000
|
Citigroup
Global Markets, Inc.
|
||||
|
2-45B
|
$
|
5,716,000
|
Citigroup
Global Markets, Inc.
|
||||
|
2-A6A
|
$
|
24,437,000
|
Citigroup
Global Markets, Inc.
|
||||
|
2-A7A
|
$
|
30,785,000
|
Citigroup
Global Markets, Inc.
|
||||
|
2-67B
|
$
|
4,873,000
|
Citigroup
Global Markets, Inc.
|
||||
|
2-B1
|
$
|
10,921,000
|
Citigroup
Global Markets, Inc.
|
||||
|
2-B2
|
$
|
4,778,000
|
Citigroup
Global Markets, Inc.
|
||||
|
2-B3
|
$
|
3,072,000
|
Citigroup
Global Markets, Inc.
|
||||
|
2-R
|
$
|
101
|
Citigroup
Global Markets, Inc.
|
||||
(1) Approximate.
EXHIBIT
A
UNDERWRITERS
INFORMATION
On
May
11, 2004, the Internal Revenue Service issued final regulations relating to
the
federal income tax treatment of “inducement fees” received by transferees of
non-economic REMIC residual interests. The regulations provide tax accounting
rules for the inclusion of such fees in income over an appropriate period,
and
clarify that inducement fees represent income from sources within the United
States. These rules apply to taxable years ending on or after May 11, 2004.
On
the same date, the IRS issued administrative guidance addressing the procedures
by which transferees of such REMIC residual interests may obtain consent to
change the method of accounting for REMIC inducement fee income to one of the
methods provided in the regulations. Prospective purchasers of REMIC residual
certificates should consult with their tax advisors regarding the effect of
these regulations and the related administrative guidance.
Purchasers
of the Residual Certificates are strongly advised to consult their tax advisors
as to the economic and tax consequences of investment in the Residual
Certificates.
For
further information regarding the federal income tax consequences of investing
in the Residual Certificates, see “Certain Yield and Prepayment
Considerations—Additional Yield Considerations Applicable Solely to the Residual
Certificates” in this prospectus supplement and “Federal Income Tax
Consequences—REMICs—Taxation of Owners of REMIC Residual Certificates” in the
prospectus.
METHOD
OF
DISTRIBUTION
Subject
to the terms and conditions set forth in the underwriting agreement, dated
the
date hereof, the depositor has agreed to sell, and the underwriter has agreed
to
purchase the Offered Certificates. The underwriter is obligated to purchase
all
Offered Certificates offered hereby if it purchases any. The underwriter is
an
affiliate of the depositor.
Distribution
of the Offered Certificates will be made from time to time in negotiated
transactions or otherwise at varying prices to be determined at the time of
sale. Proceeds to the depositor from the sale of the Offered Certificates,
before deducting expenses payable by the depositor, will be approximately 98.94%
of the aggregate initial Certificate Principal Balance of the Offered
Certificates, plus accrued interest. In connection with the purchase and sale
of
the Offered Certificates, the underwriter may be deemed to have received
compensation from the depositor in the form of underwriting
discounts.
The
Offered Certificates are offered subject to receipt and acceptance by the
underwriters, to prior sale and to the underwriters’ right to reject any order
in whole or in part and to withdraw, cancel or modify the offer without notice.
It is expected that delivery of the Offered Certificates (other than the
Residual Certificates) will be made through the facilities of DTC, Clearstream
and Euroclear and delivery of the Residual Certificates will be made at the
offices of the underwriter, in each case, on or about the closing date. The
Offered Certificates will be offered in Europe and the United States of
America.
The
underwriting agreement provides that the depositor will indemnify the
underwriters against certain civil liabilities, including liabilities under
the
Securities Act of 1933, as amended, or will contribute to payments the
underwriters may be required to make in respect thereof.
SECONDARY
MARKET
There
is
currently no secondary market for the Offered Certificates and there can be
no
assurance that a secondary market for the Offered Certificates will develop
or,
if it does develop, that it will continue. The underwriter intends to establish
a market in the Offered Certificates, other than the Residual Certificates,
but
is not obligated to do so. The primary source of information available to
investors concerning the Offered Certificates will be the monthly statements
discussed in this prospectus supplement under “Description of the
Certificates—Reports to Certificateholders,” which will include information as
to the outstanding Certificate Principal Balance of the Offered Certificates
and
the status of the credit enhancement. There can be no assurance that any
additional information regarding the Offered Certificates will be available
through any other source. In addition, the depositor is not aware of any source
through which price information about the Offered Certificates will be generally
available on an ongoing basis. The limited nature of such information regarding
the Offered Certificates may adversely affect the liquidity of the Offered
Certificates, even if a secondary market for the Offered Certificates becomes
available.
LEGAL
OPINIONS
Legal
matters relating to the Offered Certificates will be passed upon for the
depositor and the underwriters by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇ llp,
New
York, New York.
RATINGS
It
is a
condition to the issuance of the certificates that each class of the Offered
Certificates be rated not lower than the initial rating indicated for such
class
in the table under “Summary of Prospectus Supplement—Ratings.”
The
ratings assigned to mortgage pass-through certificates address the likelihood
of
the receipt by certificateholders of all distributions to which the
certificateholders are entitled. The rating process addresses structural and
legal aspects associated with the certificates, including the nature of the
underlying mortgage loans. The ratings assigned to mortgage pass-through
certificates do not represent any assessment of the likelihood that principal
prepayments will be made by the mortgagors or the degree to which these
prepayments will differ from that originally anticipated or the corresponding
effect on yield to investors. In addition, the ratings on the Residual
Certificates do not address the likelihood of receipt by the holders of such
certificates of any amounts in excess of the initial certificate balance thereof
and interest thereon.
A
security rating is not a recommendation to buy, sell or hold securities and
may
be subject to revision or withdrawal at any time by the assigning rating
organization. Each security rating should be evaluated independently of any
other security rating. In the event that the ratings initially assigned to
the
Offered Certificates are subsequently lowered for any reason, no person or
entity is obligated to provide any additional credit support or credit
enhancement with respect to the Offered Certificates.
The
depositor has not requested that any rating agency rate the Offered Certificates
other than as stated above. However, there can be no assurance as to whether
any
other rating agency will rate the Offered Certificates, or, if it does, what
rating would be assigned by any other rating agency. A rating on the Offered
Certificates by another rating agency, if assigned at all, may be lower than
the
ratings assigned to the Offered Certificates as described in this
section.
LEGAL
INVESTMENT
The
Senior Certificates, Class 1-B1 Certificates and the Class 2-B1 Certificates
will constitute “mortgage related securities” for purposes of SMMEA for so long
as they are rated not lower than the second highest rating category by a rating
agency, as defined in the prospectus, and, therefore, will be legal investments
for those entities to the extent provided in SMMEA. SMMEA, however, provides
for
state limitation on the authority of entities to invest in “mortgage related
securities” provided that the restrictive legislation was enacted prior to
October 3, 1991. There are ten states that have
enacted