CITIGROUP MORTGAGE LOAN TRUST INC. $409,540,000 (Approximate) Citigroup Mortgage Loan Trust Inc. Asset-Backed Pass-Through Certificates, Series 2006-WFHE1 UNDERWRITING AGREEMENT
Exhibit
1.1
CITIGROUP
MORTGAGE LOAN TRUST INC.
$409,540,000
(Approximate)
Citigroup
Mortgage Loan Trust Inc.
Asset-Backed
Pass-Through Certificates,
Series
2006-WFHE1
February
15,
2006
Citigroup
Global Markets Inc.
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▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
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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 2006-WFHE1, Asset-Backed Pass-Through
Certificates, Series 2006-WFHE1 (the “Certificates”), under a Pooling and
Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of
February 1, 2006, among the Company, ▇▇▇▇▇
Fargo Bank, N.A. (the “Servicer”), Citibank, N.A. (the “Trust Administrator”)
and U.S. Bank National Association (the “Trustee”),
and proposes to sell the Registered Certificates (as defined below) to the
underwriter named in Schedule II hereto (the “Underwriter”). 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 A-1A Certificates, the Class A-1B Certificates,
the
Class A-1C Certificates, the Class A-1D Certificates, (ii) the Class M-1
Certificates, the Class M-2 Certificates, the Class M-3 Certificates, the
Class
M-4 Certificates, the Class M-5 Certificates, the Class M-6 Certificates,
the
Class M-7 Certificates, the Class M-8 Certificates, the Class M-9 Certificates,
the Class M-10 Certificates and the Class M-11 Certificates, (iii) the Class
CE
Certificates and the Class P Certificates (the “Retained Certificates”) and (iv)
the Class R Certificates and the Class R-X 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, fixed-rate and
adjustable-rate, first-lien and second lien residential 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 and the Retained
Certificates. The Certificates are described more fully in Schedule I hereto.
The Class A-1A Certificates, the Class A-1B Certificates, the Class A-1C
Certificates, the Class A-1D Certificates, the Class M-1 Certificates, the
Class
M-2 Certificates, the Class M-3 Certificates, the Class M-4 Certificates,
the
Class M-5 Certificates, the Class M-6 Certificates, the Class M-7 Certificates,
the Class M-8 Certificates and the Class M-9 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 free writing prospectus dated February 10, 2006, that has heretofore
been
filed pursuant to Rule 433, is hereinafter called the “Pricing Free Writing
Prospectus”. The Company will file with the Commission within four 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,
the Final Prospectus, as amended or supplemented as of any such time and
the
Pricing Free Writing Prospectus as of the date hereof 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 and the Pricing Free Writing Prospectus as of the date hereof,
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 the information
contained in or omitted from the Registration Statement, the Pricing Free
Writing Prospectus 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 Assignment and Recognition Agreement, dated as of
February 28, 2006 (the “Assignment and Recognition Agreement”), between the
Seller as assignor (the “Assignor”), U.S. Bank, National Association as assignee
(the “Assignee”) and ▇▇▇▇▇ Fargo Bank, N.A. 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 Pricing Free Writing Prospectus and the Final
Prospectus is first filed pursuant to Rule 433 and Rule 424, respectively
under
the 1933 Act, as applicable, 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, 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 Assignment and Recognition 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 Pricing Free
Writing Prospectus and 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 Pricing Free Writing Prospectus and the Final Prospectus
and
will conform to the descriptions thereof contained in the Pricing Free Writing
Prospectus and the Final Prospectus.
(h) Neither
the issuance and sale of the Certificates, nor the execution and delivery
by the
Company of this Agreement, the Assignment and Recognition 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
Assignment and Recognition 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 Pricing Free Writing Prospectus and 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 Assignment and Recognition 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 Assignment and Recognition 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 Assignment and Recognition 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 December 31,
2005.
(k) Any
taxes, fees and other governmental charges payable by the Company in connection
with the execution, delivery and issuance of this Agreement, the Assignment
and
Recognition 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 Pricing Free Writing Prospectus or 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) Prior
to entering into any Contract of Sale, the Underwriter shall convey the Pricing
Free Writing Prospectus to each prospective investor.
(ii) 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.
(iii) 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.
(iv) 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.
(v) 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.
(vi) 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
▇-▇▇▇-▇▇▇-▇▇▇▇.
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.
(vii) 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.
(viii) 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 Pricing Free Writing
Prospectus to be transmitted to the Commission for filing pursuant to Rule
433(d) under the 1933 Act and 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 Pricing Free Writing Prospectus
has been filed pursuant to Rule 433(d) and 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 the Pricing Free Writing 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
Assignment and Recognition 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 Pricing Free Writing Prospectus
and
the Final Prospectus, the preparation and printing of this Agreement and
the
furnishing to the Underwriters of such copies of the Pricing Free Writing
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, the Pricing Free Writing
Prospectus, the 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 any information provided by the Company to the Underwriters
for use
in any Free Writing Prospectus or 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, two letters, one dated the date hereof and one dated the date
of
the Pricing Free Writing Prospectus 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 the Pricing Free Writing Prospectus and the 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 Assignment and Recognition 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 Assignment and Recognition 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 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 Servicer contained in the Pooling and Servicing Agreement
will
be true and correct and no event has occurred with respect to the 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 Servicer thereunder, as Servicer or otherwise, and attached
thereto the Articles of Association of the Servicer, together with copies
of the
charter and by-laws of the Servicer and a certificate of good standing of
the
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 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 and the 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 Assignment and Recognition Agreement have been
provided to the appropriate parties.
(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.
(n) The
Cap Contract shall have been delivered.
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.
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, the Pricing Free Writing
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 Pricing Free Writing Prospectus or the Final 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:
|
|||||||||||||
|
Name:
|
|||||||||||||
|
Title:
|
|||||||||||||
|
The
foregoing Agreement is hereby confirmed and accepted as of the
date first
above written.
|
|||||||||||||
|
CITIGROUP
GLOBAL MARKETS INC.
|
|||||||||||||
|
By:
|
|||||||||||||
|
Name:
|
|||||||||||||
|
Title:
|
|||||||||||||
|
For
itself and the other Underwriters named in Schedule II to the foregoing
Agreement.
|
|||||||||||||
SCHEDULE
I
Underwriting
Agreement, dated February 15, 2006.
As
used in this Agreement, the term “Registration Statement” refers to registration
statement No. 333-127834 filed by the Company on Form S-3 and declared effective
on September 16, 2005, 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 Inc.,
Asset-Backed Pass-Through Certificates, Series 2006-WFHE1.
|
Class
|
Initial
Certificate Principal Balance(1)
|
Pass-Through
Rate
|
▇▇▇▇▇’▇
Rating
|
S&P
Rating
|
|
|
A-1A
|
$
|
169,803,000.00
|
Variable(2)
|
Aaa
|
AAA
|
|
A-1B
|
$
|
55,916,000.00
|
Variable(2)
|
Aaa
|
AAA
|
|
A-1C
|
$
|
58,376,000.00
|
Variable(2)
|
Aaa
|
AAA
|
|
A-1D
|
$
|
47,579,000.00
|
Variable(2)
|
Aaa
|
AAA
|
|
M-1
|
$
|
14,197,000.00
|
Variable(2)
|
Aa1
|
AA+
|
|
M-2
|
$
|
12,962,000.00
|
Variable(2)
|
Aa2
|
AA
|
|
M-3
|
$
|
8,436,000.00
|
Variable(2)
|
Aa3
|
AA-
|
|
M-4
|
$
|
6,379,000.00
|
Variable(2)
|
A1
|
A+
|
|
M-5
|
$
|
6,378,000.00
|
Variable(2)
|
A2
|
A
|
|
M-6
|
$
|
5,350,000.00
|
Variable(2)
|
A3
|
A-
|
|
M-7
|
$
|
4,732,000.00
|
Variable(2)
|
Baa1
|
BBB+
|
|
M-8
|
$
|
2,675,000.00
|
Variable(2)
|
Baa2
|
BBB
|
|
M-9
|
$
|
3,909,000.00
|
Variable(2)
|
Baa3
|
BBB-
|
(1) Approximate.
Subject to a variance of +
5%
(2) The
pass-through rate on this class is based on one-month LIBOR plus an applicable
certificate margin, subject to a rate cap as described in the prospectus
supplement under “Description of the Certificates—Pass-Through
Rates.”
(3) The
pass-through rate on this class is the indicated fixed-rate, which is subject
to
increase and a rate cap as described in the prospectus supplement under
“Description of the Certificates- Pass-Through Rates.”
The
aggregate purchase price for the Registered Certificates will be equal to
approximately 99.75% 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 February 28, 2006 at the
offices of
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇ 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
|
Underwriter
|
Principal
Amount
(1)
|
|
|
Citigroup
Global Markets Inc
|
||
|
A-1A
|
$
|
169,803,000.00
|
|
A-1B
|
$
|
55,916,000.00
|
|
A-1C
|
$
|
58,376,000.00
|
|
A-1D
|
$
|
47,579,000.00
|
|
M-1
|
$
|
14,197,000.00
|
|
M-2
|
$
|
12,962,000.00
|
|
M-3
|
$
|
8,436,000.00
|
|
M-4
|
$
|
6,379,000.00
|
|
M-5
|
$
|
6,378,000.00
|
|
M-6
|
$
|
5,350,000.00
|
|
M-7
|
$
|
4,732,000.00
|
|
M-8
|
$
|
2,675,000.00
|
|
M-8
|
$
|
3,909,000.00
|
(1)
Approximate.
.
EXHIBIT
A
Underwriter’s
Information
METHOD
OF DISTRIBUTION
Subject
to the terms and conditions set forth in the underwriting agreement, dated
February 15, 2006, 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
99.75%
of the aggregate initial Certificate Principal Balance of the offered
certificates. 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
underwriter, to prior sale and to the underwriter’s 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 will be made through
the
facilities of DTC, Clearstream and Euroclear 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
underwriter against certain civil liabilities, including liabilities under
the
Securities Act of 1933, as amended, or will contribute to payments the
underwriter 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, 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 or Notional Amount 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 underwriter 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