CITICORP MORTGAGE SECURITIES, INC. [Citicorp Mortgage Securities Trust, Series 200[*]-[*]] [CMALT (CitiMortgage Alternative Loan Trust), Series 200[*]-A[*]] REMIC Pass-Through Certificates Underwriting Agreement
EXHIBIT
1.1
CITICORP
MORTGAGE SECURITIES, INC.
[Citicorp
Mortgage Securities Trust, Series 200[*]-[*]]
[CMALT
(CitiMortgage Alternative Loan Trust), Series 200[*]-A[*]]
REMIC
Pass-Through Certificates
[date]
To: [Underwriter]
[address]
Ladies
and Gentlemen:
Citicorp
Mortgage Securities, Inc., a Delaware corporation (“CMSI”), proposes to sell to
you, as underwriter (the “Underwriter”), the offered [class A] [class B] REMIC
Pass-Through Certificates (the “offered certificates”) described in Schedule I.
The offered certificates evidence ownership interests in a trust (the “Trust”)
consisting of the mortgage loans described in Schedule I (the “mortgage loans”)
and related property. The mortgage loans were originated or acquired by the
affiliates of CMSI identified in Schedule I (the “originators”), and will have,
at the close of business on the “cut-off date” specified in Schedule I, the
aggregate principal balance set forth in Schedule I. CMSI will elect to treat
the Trust, or one or more segregated pools of assets within the Trust, as one
or
more real estate mortgage investment conduits (each a “REMIC”) for purposes of
federal income taxation. The offered certificates are to be issued under a
pooling and servicing agreement (the “Pooling Agreement”), dated as of the
cut-off date, between CMSI, as Depositor, CitiMortgage, Inc. (“CMI”), as
Servicer and Master Servicer, [Trustee], in its individual capacity and as
Trustee (in such capacity, the “Trustee”), and Citibank, N.A., in its individual
capacity and as Paying Agent, Certificate Registrar and Authentication
Agent.
CMSI,
Citigroup Inc., and the Underwriter agree as follows:
1. Purchase
and Sale
Subject
to the terms and conditions of, and in reliance upon the representations and
warranties made in, this Agreement, CMSI agrees to sell to the Underwriter,
and
the Underwriter agrees to purchase from CMSI, all of the
offered certificates at the purchase price set forth in Schedule
I.
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2. Delivery
and Payment
CMSI
will
deliver one or more certificates representing each class of
offered certificates to the Underwriter’s account at the
office, on the date and at the time (the “closing date”) specified in Schedule I
against payment by the Underwriter of the purchase price to or upon
the order of CMSI in the manner provided in Schedule I. Unless otherwise
specified in Schedule I, the offered certificates will be registered
in the name of Cede & Co., as nominee for The Depository Trust Company
(“DTC”), and the interests of beneficial owners of such
offered certificates will be represented by book entries on the
records of DTC and its participants. Definitive Certificates representing the
offered certificates will be available as set forth in Schedule I.
CMSI
will
have the offered certificates available for inspection by the Underwriter in
New
York, New York, one business day prior to the closing date.
3. Registration
Statement and Prospectus
(a) CMSI
represents and warrants to the Underwriter that CMSI has filed a registration
statement (File No. 333-145532), including a prospectus, with the Securities
and
Exchange Commission (the “Commission”) on Form S-3 that is effective under the
Securities Act of 1933, as amended (the “Securities Act”) and no stop order
suspending the effectiveness of the registration statement has been issued
and
no proceedings for that purpose have been initiated by the Commission. CMSI
further represents and warrants to the Underwriter that CMSI is not an
“ineligible issuer” as defined in Rule 405 under the Securities Act, at the date
specified in paragraph 3.ii of such definition.
Such
registration statement, as revised, amended or supplemented, including by the
filing of the Prospectus (as defined below), will at the relevant date be the
“Registration Statement” at that date. As used in this Agreement, the
Registration Statement will include, at the date of their filing, any documents
filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)
that are incorporated by reference into the prospectus included in the
Registration Statement pursuant to Item 12 of Form S-3 under the Securities
Act,
and the terms “amend,” “amendment” or “supplement” with respect to the
Registration Statement or the Prospectus will refer to and include the filing
of
any document under the Exchange Act so incorporated by reference.
(b) The
Underwriter will advise CMSI of the final structure of the offered certificates
sufficiently in advance of the closing date so that CMSI can prepare a final
prospectus relating to the offered certificates (the “Prospectus”) for delivery
to the Underwriter no later than the closing date. CMSI will use its best
efforts to deliver the Prospectus to the Underwriter as soon as reasonably
practicable following the Underwriter’s advice of the final structure of the
offered certificates. CMSI will file the Prospectus with the Commission pursuant
to and in conformity with Rule 424 under the Securities Act. References to
the
Prospectus at any time will refer to the Prospectus as amended or supplemented
at such time. CMSI will, prior to the termination of the offering of the offered
certificates (the “offering”), promptly advise the Underwriter
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(i)
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when
any amendment to the Registration Statement relating to the offered
certificates has become effective or any revision of or supplement
to the
Prospectus has been filed,
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(ii)
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of
any request by the Commission for an amendment of the Registration
Statement or the Prospectus or for any additional
information,
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(iii)
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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
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(iv)
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of
the receipt by CMSI of any notification with respect to the suspension
of
the qualification of the offered certificates for sale in any jurisdiction
or the initiation or threatening of any proceeding for such
purpose.
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CMSI
will
use its best efforts to prevent the issuance of any such stop order and, if
issued, to obtain its withdrawal as soon as possible. CMSI will not file prior
to the termination of the offering any amendment to the Registration Statement
relating to the offered certificates, or any revision of or supplement to the
Prospectus, unless a copy has been furnished to the Underwriter for its review
prior to filing.
(c) CMSI
represents and warrants to the Underwriter that the Registration Statement
on
each of the date of this Agreement, the closing date, and each time of sale
(as
defined below), and the Prospectus as of its date, the closing date, and each
time of sale following the date of the Prospectus
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(i)
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will
conform in all material respects to the requirements of the Securities
Act
and the applicable rules and regulations of the
Commission,
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(ii)
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the
Registration Statement will not include an untrue statement of a
material
fact or omit to state a material fact required to be stated therein
or
necessary to make the statements therein not misleading,
and
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(iii)
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the
Prospectus will not include an untrue statement of a material fact
or omit
to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were
made, not
misleading, except that CMSI makes no representation or warranty
concerning the statements in Schedule I under the heading “Underwriter’s
Statements to be Included in the Prospectus” furnished to CMSI by or on
behalf of the Underwriter specifically for use in connection with
the
preparation of the Prospectus (the “Underwriter supplied Prospectus
information”).
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For
purposes of clause (ii) of this section 3(c), the Prospectus will include static
pool information on a website for which a URL address or hyperlink was provided
in the
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Prospectus
but which information is, pursuant to Item 1105(d) of Regulation AB, not deemed
to be part of the Prospectus or the Registration Statement.
In
this
agreement, “time of sale” means the time of sale (as such term is used in Rule
159 under the Securities Act) of offered certificates by the Underwriter to
an
investor.
(d) The
Underwriter represents and warrants to CMSI that the Underwriter supplied
Prospectus information does not include an untrue statement of a material fact
or omit to state a material fact necessary to make the statements therein in
the
light of the circumstances under which they are made, not misleading when
considered in conjunction with the rest of the Prospectus. CMSI acknowledges
that the Underwriter supplied Prospectus information comprises the only written
information furnished by or on behalf of the Underwriter for inclusion in the
Prospectus.
(e) If,
at any time when the Prospectus is required to be delivered under the Securities
Act,
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(i)
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an
event occurs as a result of which the Prospectus at such time would
include an untrue statement of a material fact or 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,
or
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(ii)
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the
Prospectus must be revised, amended or supplemented to comply with
the
Securities Act or the rules and regulations of the Commission
thereunder,
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CMSI
will
promptly prepare and file with the Commission a revision, amendment or
supplement that corrects such statement or omission or effects such compliance.
CMSI will consult with the Underwriter, to the extent reasonably practicable,
on
the preparation of such revision, amendment or supplement.
(f) CMSI
will furnish to the Underwriter and its counsel, without charge, so long as
delivery of the Prospectus is required under the Securities Act, as many copies
of the Prospectus and any revisions or amendments thereof or supplements thereto
as reasonably requested.
(g) If
the third anniversary of the effective date of the Registration Statement occurs
within three months after the closing date, CMSI will take action as necessary
to permit the public offering and sale of the offered certificates as
contemplated by this Agreement.
4. Free
writing prospectuses and loan tape
(a) CMSI
will deliver electronically to the Underwriter in Portable Document Format,
not
later than two business days following the date on which CMSI notifies the
Underwriter that CMSI has chosen it to underwrite the offering, and will
promptly file with the Commission, a “free writing prospectus” (as defined in
Rule 405 under the Securities Act) containing general information about the
offering, the structure of the transaction (exclusive of a description of the
properties of any particular class of offered
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certificates),
the expected parameters of the mortgage loan pools, the expected subordination
levels (± 0.5%), risk factors applicable to the mortgage loans, transaction
parties known to CMSI, the material tax and ERISA treatment of the Certificates,
whether the Certificates will be “mortgage related securities” as defined in the
Exchange Act, and URL addresses of or hyperlinks to the core prospectus most
recently filed by CMSI with the Commission and to the portion of CMSI’s static
pool website containing static pool information with respect to REMIC
pass-through certificates of the same asset type (as determined by CMSI) as
the
mortgage loans (including all such static pool information, whether or not
included in the Prospectus or Registration Statement pursuant to Item 1105(d)
or
Regulation AB, the “CMSI free writing prospectus”). CMSI will promptly deliver
to the Underwriter electronically in Portable Document Format updated CMSI
free
writing prospectuses to correct any material misstatements, or omissions to
state a material fact necessary to make the statements therein in the light
of
the circumstances under which they were made not misleading, in previous CMSI
free writing prospectuses. References to the CMSI free writing prospectus at
any
time will refer to the CMSI free writing prospectus most recently delivered
to
the Underwriter (including by correction of static pool information on a website
referred to in the CMSI free writing prospectus) sufficiently prior to such
time
as to reasonably permit the Underwriter to deliver the CMSI free writing
prospectus to the relevant investor.
(b) CMSI
represents and warrants to the Underwriter that:
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(i)
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The
CMSI free writing prospectus will conform in all material respects
to the
requirements of the Securities Act and the applicable rules and
regulations of the Commission
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(ii)
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At
the time of sale, the CMSI free writing prospectus, and any loan
tape
furnished by CMSI to the Underwriter (as supplemented or corrected
by CMSI
sufficiently prior to such time as to reasonably permit the Underwriter
to
correct any statement made to the investor in reliance on the
unsupplemented or uncorrected loan tape), will not contain any untrue
statement of a material fact or omit to state a material fact necessary
to
make the statements therein, in light of the circumstances under
which
they were made, not misleading , except that CMSI makes no
representation or warranty to the extent that such untrue statement
or
omission was the result of an untrue statement or omission in, or
a
failure to provide structural
information.
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In
this
agreement, “structural information” means any of the following types of
information supplied by the Underwriter to the investor, to the extent not
included in the CMSI free writing prospectus:
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·
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The
interest rate or any interest rate formula, the anticipated price
range,
the yield to maturity and/or call, the weighted average life at the
pricing speed and under other scenarios that illustrate the material
effects of prepayments or changes in interest rates on
offered
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certificates
(with a description of related prepayment, collateral and other assumptions),
and other pricing information.
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·
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Principal
and loss allocations to various
classes.
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·
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Interest
accrual periods for offered
certificates.
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·
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Whether
offered certificates represent interests in the entire mortgage pool
or in
one or more mortgage loan groups.
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·
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A
description of third party credit enhancement or derivative instruments
selected by the Underwriter for the offered certificates, together
with
the identity of and material information about any related provider
or
counterparty and the ratings assigned to the provider or
counterparty.
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·
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The
identity of and material information about any special servicer or
credit
risk manager selected by the Underwriter for the offered
certificates.
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·
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The
fees and expenses payable to transaction
parties.
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(c) CMSI
will provide the Underwriter with one or more loan tapes containing “loan level”
listings of the mortgage loans that may contain “nonpublic personal information”
within the meaning of Regulation S-P of the Commission. The Underwriter
acknowledges that, to the extent the listing of the mortgage loans contains
any
nonpublic personal information, the Underwriter will be bound by the provisions
of Rule 11 of Regulation S-P and other applicable law regarding limits on
redisclosure and reuse of such information.
(d) The
Underwriter represents and warrants to CMSI that any written communication
containing material information about CMSI or its affiliates or the offered
certificates furnished to a prospective investor by the Underwriter, other
than
a CMSI free writing prospectus, the Prospectus, the Registration Statement
or
the loan tape most recently furnished by CMSI to the Underwriter (as
supplemented or corrected by CMSI prior to such time)
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(i)
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conformed
to the terms and conditions for a communication in Rule 134 or a
free
writing prospectus in Rule 433 under the Securities
Act,
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(ii)
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if
a free writing prospectus, consisted solely of ABS informational
and
computational material (as defined in Item 1101(a) of Regulation
AB under
the Securities Act) and information regarding status, oversubscription,
allocation and confirmation of sale,
and
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(iii)
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if
a free writing prospectus, did not at the time of sale include any
untrue
statement of a material fact or omit any material fact necessary
to make
the statements contained therein, when considered in conjunction
with the
CMSI free writing prospectus delivered to the investor, in light
of the
circumstances under which they were made, not
misleading,
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except
that the Underwriter makes no representation or warranty to the extent that
(A) the misstatement or omission was the result of a misstatement or
omission in information supplied by CMSI to the Underwriter that was not
corrected by information subsequently supplied by CMSI to the Underwriter
sufficiently prior to the time of sale as to reasonably permit the Underwriter
to correct any statement made to the investor based on such misstatement, or
(B) the free writing prospectus substantially restates a statement (which
statement may include structural information) in the Prospectus or CMSI free
writing prospectus (a “restatement”), and does not omit a statement in the
Prospectus or CMSI free writing prospectus necessary to make the restatement,
when considered in conjunction with the free writing prospectus and other
information delivered to the prospective investor, in light of the circumstances
under which the restatement was made, not misleading.
(e) CMSI
will file a CMSI free writing prospectus containing (i) a description of
the final structure of the offered certificates and (ii) the information
contained in the final loan tape delivered to the Underwriter, all in conformity
with Rule 433 under the Securities Act.
(f) The
Underwriter will not sell, and will obligate each dealer to whom it sells any
offered certificates (which obligation may be in the form of a trade stipulation
and which must name CMSI as an intended third party beneficiary) not to sell
any
offered certificates
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(i)
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to
any investor who is not an institutional investor unless the sale
is
accompanied or preceded by delivery of the Prospectus,
and
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(ii)
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to
any investor prior to the time the Prospectus is filed with the SEC
unless
at the time of sale the Underwriter delivers to the investor the
CMSI free
writing prospectus and the supplemental information that is then
known or
available to the Underwriter.
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(g) The
Underwriter will file with the Commission not later than the date of its first
use any free writing prospectus that is distributed by or on behalf of the
Underwriter in a manner reasonably designed to lead to its broad, unrestricted
dissemination. CMSI will provide the Underwriter with any filing information
needed to complete such filing.
(h) The
Underwriter will, in conformity with Rule 433(g) under the Securities Act,
retain all free writing prospectuses that it has used in the offering and that
are not filed with the Commission for three years following the initial bona
fide offering of the offered certificates. If there is any litigation or
threatened litigation against CMSI or any of its affiliates with respect to
the
offering, the Underwriter will, on CMSI’s request, make copies of such documents
available to CMSI.
(i) The
Underwriter will promptly provide CMSI with any information within the
Underwriter’s reasonable control that CMSI reasonably requests to enable CMSI
to
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meet
its
disclosure and reporting obligations under the Securities Act and the Exchange
Act in connection with the offered certificates. The Underwriter will use its
best efforts to cause any credit enhancement provider, derivative counterparty,
special servicer or credit risk manager arranged by the Underwriter in
connection with the offered certificates to promptly provide to CMSI such
narrative disclosure, financial information, including required accountants’
consents, and other information as CMSI may reasonably request to enable CMSI
to
meet its disclosure and reporting obligations under the Securities Act and
the
Exchange Act.
5. Other
representations and warranties
CMSI
represents and warrants to the Underwriter that:
(a) Each
of the offered certificates will, when issued, be a “mortgage related security,”
as defined in section 3(a)(41) of the Exchange Act, and each of the offered
certificates, when validly authenticated, issued and delivered in accordance
with the Pooling Agreement, will be duly and validly issued and outstanding
and
entitled to the benefits of the Pooling Agreement.
(b) Compliance
by CMSI with the provisions of this Agreement and the Pooling Agreement do
not,
and will not on the closing date, conflict with CMSI’s certificate of
incorporation or by-laws or any contract to which CMSI is a party.
(c) On
the closing date, each of this Agreement and the Pooling Agreement will have
been duly authorized, executed and delivered by CMSI and, assuming the valid
execution of such agreements by the other parties, each such agreement will
constitute a valid and binding agreement of CMSI enforceable against it in
accordance with its terms, except as the same may be limited by bankruptcy,
insolvency, reorganization or other laws relating to or affecting the
enforcement of creditors’ rights and by general equity principles.
(d) CMSI
has been duly organized and is validly existing under the laws of the State
of
Delaware, with corporate power and authority to own its properties and conduct
its business as described in the Prospectus.
6. Expenses;
Blue Sky
(a) CMSI
will pay all expenses incidental to the performance of its obligations under
this Agreement, including expenses of
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(i)
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preparing,
filing and reproducing the Prospectus, of preparing, filing and
reproducing the CMSI free writing prospectus, the Registration Statement,
this Agreement, and the Pooling
Agreement,
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(ii)
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[***],
and
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(iii)
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preparing
and delivering the offered certificates to
DTC,
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provided,
however, that except as provided in this section (a) and in section 10, the
Underwriter will pay (A) all of its own expenses, including the fees of [***]
and any
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other
counsel to the Underwriter, (B) any transfer taxes on resale of any of the
offered certificates by it, (C) advertising expenses connected with any offers
made by the Underwriter, and (D) expenses of printing the
Prospectus.
(b) CMSI
will use its best efforts to arrange for, and will pay all expenses of, the
qualification of the offered certificates for sale under the laws of such
jurisdictions as the Underwriter may designate, to maintain such qualifications
in effect so long as required for the distribution of the offered certificates
and to arrange for the determination of the legality of the offered certificates
for purchase by institutional investors, However, CMSI will 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.
(c) If
for any reason other than default by the Underwriter in its obligation to
purchase the offered certificates or termination by the Underwriter pursuant
to
section 11, CMSI does not deliver the offered certificates as provided in this
agreement, CMSI will reimburse the Underwriter for its out-of-pocket expenses
(including reasonable fees and disbursements of its counsel) reasonably incurred
by the Underwriter in preparing to purchase the offered certificates, but CMSI
will have no further liability to the Underwriter with respect to the offered
certificates, except as provided in sections 6(a) and 6(b) above.
7. No
Fiduciary Relationship
(a) The
Underwriter has been retained solely to act as underwriter in connection with
the sale of the offered certificates, and no fiduciary, advisory or agency
relationship between CMSI or Citigroup Inc., on the one hand, and the
Underwriter on the other, has been created in respect of any of the transactions
contemplated by this Agreement, irrespective of whether the Underwriter has
advised or is advising CMSI or Citigroup Inc. on other matters. CMSI and
Citigroup Inc. acknowledge that the Underwriter has not provided, and is not
expected to provide, any legal, accounting, regulatory or tax advice to CMSI
or
Citigroup Inc. with respect to such transactions.
(b) The
purchase price was established by CMSI following discussions and arm’s-length
negotiations with the Underwriter, and CMSI is capable of evaluating and
understanding and understands and accepts the terms, risks and conditions of
the
transactions contemplated by this Agreement, and the Underwriter will have
no
fiduciary responsibility or liability to CMSI or Citigroup Inc. regarding such
transactions.
(c) Each
of CMSI and Citigroup Inc. has been advised that the Underwriter and its
affiliates are engaged in a broad range of transactions that may involve
interests that differ from those of CMSI and Citigroup Inc., and that the
Underwriter has no obligation to disclose such interests and transactions to
CMSI or Citigroup Inc. by virtue of any fiduciary, advisory or agency
relationship.
(d) Each
of CMSI and Citigroup Inc. waives, to the fullest extent permitted by applicable
law, any claims it may have against the Underwriter for breach of
fiduciary
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duty,
and
agrees that the Underwriter will have no liability (whether direct or indirect)
to CMSI or Citigroup Inc. in respect of such a fiduciary duty claim or to any
person asserting a fiduciary duty claim on behalf of or in right of CMSI or
Citigroup Inc., including stockholders, employees or creditors of CMSI or
Citigroup Inc. Any review by the Underwriter of CMSI, the transactions
contemplated by this agreement, or any related matters will be performed solely
for the Underwriter’s benefit and not on behalf of CMSI or Citigroup
Inc.
8. Conditions
to the Obligation of the Underwriter
The
Underwriter’s obligation to purchase the offered certificates will be subject to
the accuracy in all material respects of CMSI’s representations and warranties
in this Agreement at the date of this Agreement and the closing date, to the
accuracy of the statements of CMSI made in any officer’s certificate delivered
pursuant to this Agreement, to the performance by CMSI of its obligations under
this Agreement, and to the following additional conditions on the closing
date:
(a) No
stop order suspending the effectiveness of the Registration Statement has been
issued and no proceedings for that purpose instituted and pending or
threatened.
(b) CMSI
has delivered to the Underwriter a certificate of CMSI, dated the closing date
and signed by the President, Senior Vice President, Vice President or an
Assistant Vice President of CMSI, to the effect that the signer of the
certificate has examined the Registration Statement, the Prospectus and this
Agreement and that:
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(i)
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CMSI’s
representations and warranties in this Agreement are true and correct
in
all material respects on the closing date with the same effect as
if made
on the closing date, and CMSI has complied with all agreements and
satisfied all the conditions on its part to be performed or satisfied
at
or prior to the closing date; and
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(ii)
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no
stop order suspending the effectiveness of the Registration Statement
has
been issued, and no proceedings for that purpose instituted and pending
or, to such officer’s knowledge, threatened as of the closing
date.
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(c) CMSI
has delivered to the Underwriter an opinion, dated the closing date, of the
[in-house counsel] of Citigroup Inc., to the effect that:
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(i)
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Each
of CMSI and CMI is a validly existing corporation in good standing
under
the laws of the State of Delaware and the State of New York, respectively,
with corporate power and authority under such laws to own its properties
and assets and conduct its business as described in the
Prospectus;
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(ii)
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Citibank,
N.A. has been duly chartered and is validly existing as a national
banking
association in good standing under the laws of the United
States;
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(iii)
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This
Agreement has been duly authorized, executed and delivered by each
of CMSI
and Citigroup Inc.;
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(iv)
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The
Mortgage Loan Purchase Agreement has been duly authorized, executed
and
delivered by CMSI and each originator and constitutes the valid and
legally binding obligation of CMSI and each such originator, enforceable
in accordance with its terms, except as enforceability may be limited
by
bankruptcy, insolvency, reorganization or other similar laws relating
to
or affecting the enforcement of creditors’ rights and by general
principles of equity;
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(v)
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The
Pooling Agreement has been duly authorized, executed and delivered
by
CMSI, CMI, as Servicer and Master Servicer, and Citibank, N.A., in
its
individual capacity and as Paying Agent, Certificate Registrar and
Authentication Agent and, assuming valid execution thereof by U.S.
Bank
National Association, in its individual capacity and as Trustee,
constitutes a valid and legally binding agreement of CMSI, CMI, and
Citibank, N.A., enforceable in accordance with its terms, except
as
enforceability may be limited by bankruptcy, insolvency, reorganization
or
other similar laws relating to or affecting the enforcement of creditors’
rights and by general principles of
equity;
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(vi)
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The
Pooling Agreement is not required to be qualified under the Trust
Indenture Act of 1939, as amended, and the Trust Fund (as defined
in the
Pooling Agreement) is not required to be registered under the Investment
Company Act of 1940, as amended;
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(vii)
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The
offered certificates have been duly authorized, executed, issued,
authenticated and delivered, and are validly issued and outstanding
and
entitled to the benefits provided by the Pooling
Agreement;
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(viii)
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Assuming
that the offered certificates are rated at the time of issuance in
one of
the two highest rating categories by a nationally recognized statistical
rating organization, each such offered senior certificate at such
time
will be a “mortgage related security,” as defined in section 3(a)(41) of
the Exchange Act;
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(ix)
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The
Registration Statement is effective under the Securities Act, and,
to the
best knowledge of such counsel:
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(A)
No
stop order suspending the effectiveness of the Registration Statement has been
issued and no proceedings for that purpose have been instituted or are pending
or have been threatened under the Securities Act.
(B)
Each
of the Registration Statement at its effective date and the closing date, and
the Prospectus at its date and the closing date (in
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each
case, with the exception of any information incorporated by reference therein
and any numerical, financial, statistical or quantitative data) appeared on
its
face to conform in all material respects to the requirements of the Securities
Act and the applicable rules and regulations of the Commission.
(C)
The
descriptions in the Prospectus and the Pooling Agreement at the closing date
of
the offered certificates, and of the aspects of certain statutes as set forth
in
the Prospectus under the heading “Core prospectus—ERISA considerations” and
“Prospectus supplement—Additional ERISA considerations,” are, to the extent that
they constitute statements of matters of law or legal conclusions with respect
thereto, accurate in all material respects; and
|
|
(x)
|
Such
other opinions with regard to secured transactions, bankruptcy, insolvency
and related matters as the Underwriter reasonably
requests.
|
Such
opinion may express its reliance (1) as to factual matters on the
representations and warranties made by, and on certificates or other documents
furnished by officers of, the parties to this Agreement and the Pooling
Agreement, (2) as to legal matters relating to the Employee Retirement
Income Security Act of 1974, on an opinion, dated the closing date, of counsel
acceptable to the Underwriter, and (3) as to legal matters relating to
secured transactions, bankruptcy, insolvency and related matters, on an opinion,
dated the closing date, of [***], special bankruptcy counsel to CMSI. Such
opinion may assume the due authorization, execution and delivery of the
instruments and documents referred to therein by the parties thereto other
than
CMSI, CMI, Citibank, N.A., Citigroup Inc. and the originators. Such opinion
may
be qualified as an opinion only on the General Corporation Law of the State
of
Delaware, the laws of each state in which the writer of the opinion is admitted
to practice law, and the federal law of the United States.
(d) CMSI
has delivered to the Underwriter a letter, dated the closing date, of the
General Counsel, Finance and Capital Markets of Citigroup Inc., to the effect
that in the course of such counsel’s review of the Registration Statement and
the Prospectus and discussion of the same with certain officers of CMSI and
the
originators and their auditors, no facts came to the attention of such counsel
that led such counsel to believe that
|
|
(i)
|
the
Registration Statement as of its effective date or the closing date
included an untrue statement of a material fact or omitted to state
a
material fact required to be stated therein or necessary to make
the
statements therein not misleading,
or
|
|
|
(ii)
|
the
Prospectus as of its date or the closing date, included an untrue
statement of a material fact or omitted to state a material fact
necessary
in order to make the statements therein, in the light of the circumstances
under which they were made, not
misleading,
|
12
it
being
understood that such counsel need express no view as to any information
incorporated by reference or any financial, numerical, statistical or
quantitative data in the Registration Statement or the Prospectus.
(e) CMSI
has delivered to the Underwriter an opinion, dated the closing date, of [***],
special tax counsel to CMSI, to the effect that the statements in the Prospectus
under the headings “Core prospectus–Taxation of certificate holders,” “Core
prospectus—Taxation of the Trust,” and “Prospectus supplement—Federal income tax
consequences,” to the extent such statements summarize material tax consequences
of the purchase, beneficial ownership and disposition of the offered
certificates to the holders thereof described therein, are correct in all
material respects.
(f) The
Underwriter have received from [***], counsel for the Underwriter, such opinion
or opinions, dated the closing date, with respect to the issuance and sale
of
the offered certificates, the Registration Statement and the Prospectus, and
such other related matters as the Underwriter may reasonably
request.
(g) [***]
have furnished to the Underwriter a letter, dated the closing date, in form
and
substance satisfactory to the Underwriter, stating in effect that they have
performed certain specified procedures, agreed upon between [***], CMSI and
the
Underwriter, as a result of which they have determined that the information
of
an accounting, financial or statistical nature with respect to “static pool
information” contained on CMSI’s website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ relating to
REMIC pass-through certificates issued after January 1, 2006 and included in
the
Prospectus under Rule 312 of the Commission’s Regulation S-T, agrees with the
accounting records of the originators, excluding any questions of legal
interpretation
(h) [***]
have furnished to the Underwriter a letter, dated the closing date, in form
and
substance satisfactory to the Underwriter, stating in effect that:
|
|
(i)
|
They
have performed certain specified procedures, agreed upon between
[***],
CMSI and the Underwriter, as a result of which they have determined
that
the information of an accounting, financial or statistical nature
(which
is limited to accounting, financial or statistical information derived
from the general accounting records of the originators and which
is
obtained from an analysis of a sample of the mortgage loans) set
forth in
the Prospectus under the caption “Prospectus supplement—Summary—Series
overview—the mortgage loans at [date] (the cut-off date)” and in the
detailed description relating to such prospectus supplement and the
mortgage loans agrees with the accounting records of the originators,
excluding any questions of legal
interpretation.
|
|
|
(ii)
|
They
have compared the data contained in a data sheet or computer tape
prepared
by CMI for the mortgage loans to information contained in the mortgage
loan files furnished by the originators and in such other sources
as will
be specified by them, based on an appropriate
sampling
|
13
thereof,
and found such data and information to be in agreement, unless otherwise noted
in such letter.
(i) If
there is more than one class of offered certificates, [***] have furnished
to
the Underwriter a letter, dated the date of the Prospectus, in form and
substance satisfactory to the Underwriter, stating in effect that:
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|
(i)
|
Using
the assumptions and methodology used by CMSI (which include and do
not
conflict with any assumptions and methodology set forth in the
Prospectus), all of which will be described by reference in such
letter,
they have recalculated the percentages and weighted average lives
set
forth in the Prospectus in the tables relating to the “Prospectus
supplement—Principal balance as percent of initial principal balance” for
each class of offered certificates at certain percentages of the
prepayment model to be set forth in the Prospectus, compared the
results
of their calculations to the corresponding items in the respective
table
and found each such percentage and weighted average life set forth
in each
such table to be in agreement with the respective results of such
calculations.
|
|
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(ii)
|
Using
the assumptions and methodology prescribed in the Prospectus, they
have
recalculated, for each distribution day (as defined in the Prospectus),
the aggregate of the amount of cash to be on deposit in the Trust
on the
determination day immediately preceding such distribution day and
found
that such aggregate amount equals or exceeds the aggregate amount
of
interest and distributions in reduction of principal balance that
is
distributable on the offered certificates on the following distribution
day, as recalculated by them.
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|
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(iii)
|
Using
the assumptions and methodology prescribed in the Pooling Agreement
and
the Prospectus, they have recomputed the last distribution day for
each
class of offered certificates and found such dates to be in agreement
with
those set forth in the Prospectus.
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|
|
(iv)
|
If
one or more classes of offered certificates will be entitled to receive
distributions in respect of interest at other than a fixed rate or
distributions in reduction of principal balance according to a schedule
of
planned or targeted balances, or have other characteristics which
give
rise to the use of tables in the Prospectus reflecting yield or cash
flow,
such letters will also set forth such other statements as are customarily
set forth by [***] in such letters with respect to such
classes.
|
(j) Subsequent
to the date hereof, there will not have occurred any change, or any development
involving a prospective change, in or affecting the business or properties
of
CMSI which the Underwriter concludes, after consultation with CMSI, in the
judgment of the Underwriter, materially impairs the investment quality of the
offered
14
certificates
so as to make it impractical or inadvisable to proceed with the public offering
or the delivery of the offered certificates as contemplated by the
Prospectus.
(k) The
offered certificates have been rated at least the rating or ratings specified
in
Schedule I by the rating agency or agencies specified in Schedule I and such
ratings will not have been rescinded or placed under review.
(l) CMSI
have furnished to the Underwriter such further information, certificates and
documents as the Underwriter may reasonably have requested not less than three
full business days prior to the closing date.
If
any of
the conditions specified in this section 8 are not fulfilled in all material
respects when and as provided in this Agreement, or if any of the opinions
and
certificates mentioned above or elsewhere in this Agreement are not in all
material respects reasonably satisfactory in form and substance to the
Underwriter and its counsel, this Agreement and all obligations of the
Underwriter hereunder may be canceled at, or at any time prior to, the closing
date by the Underwriter. Notice of such cancellation will be given to CMSI
in
writing, or by telephone or telegraph confirmed in writing.
9. Condition
to the Obligation of CMSI
The
obligation of CMSI to issue and sell the offered certificates will be subject
to
the satisfaction of the conditions that
(a) on
the closing date the class ▇-▇, ▇-▇ and B-6 certificates (as described in the
Prospectus) have been issued and sold under the Purchase Agreement dated [date]
among CMSI, Citigroup Inc. and the purchaser thereof; and
(b) the
Underwriter has advised CMSI of the final structure of the offered certificates
sufficiently in advance of the closing date so as to enable CMSI to prepare
the
Prospectus for delivery to the Underwriter by the closing date.
10. Indemnification
and Contribution
(a) In
this section 10,
|
|
(i)
|
“claims”
includes losses, claims, damages, expenses (including legal and other
expenses reasonably incurred in investigating or defending the claims,
and
damages resulting from the Underwriter’s having to reform a contract for
the sale of securities to an investor) or liabilities, joint or several,
(or actions in respect thereof) under the Securities Act, the Exchange
Act, or other federal or state statutory law or regulation, at common
law
or otherwise, and
|
|
|
(ii)
|
a
“controlling person” of a party is a person that controls the party within
the meaning of either the Securities Act or the Exchange Act, and
in the
case of CMSI includes any person who signed the Registration
Statement.
|
15
(b) CMSI
will indemnify and hold harmless the Underwriter and each of its controlling
persons against any claims to which any of them becomes subject, to the extent
such claims arise out of or are based upon a breach of any representation or
warranty given by CMSI to the Underwriter in section 3(a), 3(c) or
4(b).
(c) The
Underwriter will indemnify and hold harmless CMSI and each of its controlling
persons against any claims to which any of them becomes subject, to the extent
such claims are based upon breach of any express representation or warranty
given by the Underwriter to CMSI in section 3(d) or 4(d).
(d) The
indemnities in sections 10(b) and 10(c) will be in addition to any liability
that CMSI or the Underwriter may otherwise have.
(e) If
a person entitled to indemnification under this section 10 is notified of any
action or threatened action involving a claim for which the person may be
entitled to seek indemnification or reimbursement under this section 10, the
person must promptly notify the indemnifying party in writing of the action.
However, such person’s failure to notify the indemnifying party will not relieve
the indemnifying party from any liability to such person (i) under this
section 10 except to the extent that the indemnifying party is materially
prejudiced by such failure, or (ii) otherwise than under this section
10.
The
indemnifying party will be entitled to participate in any such action, and
to
the extent that it may elect by written notice delivered to the indemnified
person promptly after being notified by the indemnified person of the action,
to
assume the defense thereof, with counsel selected by the indemnifying party
and
reasonably satisfactory to the indemnified person. However, if the defendants
in
any such action include both indemnified persons and the indemnifying party,
and
an indemnified person reasonably concludes that there may be legal defenses
available to it and/or other indemnified persons that are different from or
additional to those available to the indemnifying party, the indemnified person
or persons may select a single separate counsel to assert such legal defenses
and to otherwise participate in the defense of the action on behalf of such
indemnified person or persons.
Upon
the
indemnifying party’s so assuming the defense of the action, the indemnifying
party will not be liable to the indemnified person in connection with the
defense thereof, except
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|
(i)
|
for
the expenses of a single separate counsel to represent indemnified
persons
in accordance with the last sentence in the preceding paragraph,
or
|
|
|
(ii)
|
where
the indemnifying party does not employ counsel reasonably satisfactory
to
the indemnified person within a reasonable time after the indemnified
person notifies the indemnifying party of the
action.
|
The
indemnifying party will not be liable for a settlement of any proceeding
effected without its written consent, but if settled with such consent or if
there is a final judgment for the plaintiff, the indemnifying party will
indemnify the indemnified person
16
from
and
against any loss or liability by reason of such settlement or judgment. No
indemnifying party will settle any pending or threatened proceeding without
the
prior written consent of each person who could seek indemnity under this section
10 with respect to such proceeding, unless such settlement
|
|
(i)
|
does
not include a statement as to or admission of, fault, culpability
or a
failure to act by or on behalf of such person,
and
|
|
|
(ii)
|
includes
an unconditional release of such indemnified person from all liability
on
claims that are the subject matter of such
proceeding.
|
(f) In
order to provide for just and equitable contribution in circumstances in which
the indemnification provided for in this section 10 is due in accordance with
its terms but is legally unavailable or insufficient to hold harmless an
indemnified person, CMSI and the Underwriter will contribute to the aggregate
claims to which CMSI and the Underwriter may be subject in an appropriate
proportion to reflect both the relative benefits received by and the relative
fault of CMSI and the Underwriter, except that no person guilty of
fraudulent misrepresentation (within the meaning of section 11(f) of the
Securities Act) will be entitled to contribution from any person who was not
guilty of fraudulent misrepresentation. The relative benefits received by CMSI
and the Underwriter will be deemed to be in the same proportion as the total
net
proceeds received by CMSI bears to the total underwriting discount and
commission received by the Underwriter. Relative fault will be determined by
reference to whether any untrue or alleged untrue statement of a material fact
or omission or alleged omission to state a material fact, or such inaccurate
or
untrue statement or representation, relates to information supplied by CMSI
or
the Underwriter, the intent of the parties and their relative knowledge, access
to information and opportunity to correct or prevent such statement, omission
or
representation. For purposes of this section 10, each controlling person will
have the same rights to contribution as the related party. Any person entitled
to contribution will, promptly after receipt of notice of commencement of any
action, suit or proceeding against such person for which a claim for
contribution may be made against a party under this section (f), notify the
party from whom contribution may be sought, but the omission to so notify such
party will not relieve such party from any other obligation it may have under
this section (f) or otherwise. Notwithstanding the foregoing, the Underwriter
will not be required to contribute any amount in excess of the amount by which
the total price at which the offered certificates were offered to the public
exceeds the amount of any damages that the Underwriter has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission.
11. Termination
This
Agreement will be subject to termination in the absolute discretion of the
Underwriter, by notice given to CMSI prior to delivery of and payment for the
offered certificates, if prior to such time (i) trading in securities generally
on the New York Stock Exchange has been suspended or materially limited, (ii)
a
general moratorium on commercial banking activities in New York is declared
by
either federal or New York
17
State
authorities, or (iii) there is a material outbreak or escalation of hostilities
or other calamity or crisis the effect of which on the financial markets of
the
United States makes it, in the reasonable judgment of the Underwriter after
consultation with CMSI, impracticable to market the offered
certificates.
12. Representations
and indemnities to survive
The
respective agreements, representations, warranties, indemnities and other
statements of CMSI and Citigroup Inc. and their respective officers and of
the
Underwriter 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 the
Underwriter, CMSI or Citigroup Inc. or any of the officers, directors or
controlling persons referred to in section 10 hereof, and will survive delivery
of and payment for the offered certificates. The provisions of sections 10
and
13 hereof will survive the termination or cancellation of this
Agreement.
13. Obligation
of Citigroup Inc.
Citigroup
Inc. agrees, in consideration of and as an inducement to the Underwriter’s
purchase of the offered certificates from CMSI, to indemnify and hold harmless
the Underwriter, and each person who controls the Underwriter against any
failure by CMSI to perform any of its obligations under this Agreement,
including any obligation of CMSI to the Underwriter pursuant to sections 6
and
10 hereof, after receipt from the Underwriter of written notice of any such
failure.
14. Successors
This
Agreement will inure to the benefit of and be binding upon the parties hereto
and their respective successors and the officers, directors and controlling
persons referred to in section 10 hereof and their respective successors and
assigns, and no other person will have any right or obligation
hereunder.
15. Applicable
law
This
Agreement will be governed by and construed in accordance with the laws of
the
State of New York.
16. Miscellaneous
This
Agreement supersedes all prior or contemporaneous agreements and understandings
relating to its subject matter. Neither this Agreement nor any term hereof
may
be changed, waived, discharged or terminated except by a writing signed by
the
party against whom enforcement of such change, waiver, discharge or termination
is sought.
18
17. Notices
All
communications hereunder will be in writing and effective only upon receipt
and,
if sent to the Underwriter, will be delivered to the Underwriter’s address first
stated in this Agreement (with a copy to its General Counsel’s Office), or if
sent to CMSI, will be delivered to Citicorp Mortgage Securities, Inc., ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇’▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attn: [***], or if sent to Citigroup
Inc., will be delivered to Citigroup Inc., Citigroup Center, ▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attn: [***].
If
the
foregoing is in accordance with your understanding of our agreement, please
sign
and return to each of the undersigned a copy hereof, whereupon this letter
and
your acceptance will represent a binding agreement among CMSI, Citigroup Inc.
and the Underwriter.
Very
truly yours,
CITICORP
MORTGAGE SECURITIES, INC.
By:_____________________________
Name:
Title:
CITIGROUP
INC.
By:_____________________________
Name:
Title:
The
foregoing Agreement is hereby confirmed and
accepted
as of the date first above written.
[UNDERWRITER]
By:_____________________________
Name:
Authorized
Signatory
19
SCHEDULE
I
Underwriting
Agreement dated [date]
[Citicorp
Mortgage Securities Trust, Series 200[*]-[*]]
[CMALT
(CitiMortgage Alternative Loan Trust), Series 200[*]-A[*]]
REMIC
Pass-Through Certificates
|
Description
of mortgage loans:
|
For
each pool of mortgage loans, the description under COLLATERAL INFORMATION
on the Trade Ticket that is attached as Attachment A hereto. Any
reference
in the Trade Ticket to 15 YR REG N/C means 10- to 15- year fixed-rate
conventional one- to four-family mortgage loans, any reference to
15 YR NC
ALT-A means
10- to 15- year fixed-rate Alt-A one- to four-family mortgage loans,
any
reference to 30 YR REG N/C means 20- to 30- year fixed-rate conventional
one- to four-family mortgage loans, any reference to 30 YR RELO N/C
means
20- to 30- year fixed-rate conventional one- to four-family mortgage
loans
that are originated through corporate relocation programs, any reference
to 30 YR REG N/C IO means 20- to 30- year fixed-rate conventional
one- to
four-family mortgage loans that have an interest-only period of ten
years
following origination, any reference to 30 YR NC ALT-A means
20- to 30- year fixed-rate Alt-A one- to four-family mortgage loans,
and
any reference to 30
YR NC ALT-A IO means
20- to 30- year fixed-rate Alt-A one- to four-family mortgage loans
that
have an interest-only period of ten years following origination.
The
aggregate principal balance of the mortgage loans in each pool is
shown on
the Trade Ticket under Trade Amount, and is subject to an upward
or
downward variance by closing of up to 5%. The weighted average per
annum
interest rate of the mortgage loans in each pool as of the cut-off
date is
expected to be the percentage shown for the pool under WAC—Final Pool on
the Trade Ticket, plus or minus the basis points per annum shown
on the
Trade Ticket. The weighted average remaining term to stated maturity
of
the mortgage loans in each pool as of the cut-off date is expected
to be
the number of months for the pool shown under WAM—Final Pool on the Trade
Ticket, plus or minus the number of months shown on the Trade Ticket,
except that the number of months can not exceed 180 for a pool of
15 YR
REG N/C and 15 YR NC ALT-A mortgage
loans or 360 for a pool of 30 YR REG N/C, 30 YR RELO N/C, 30 YR REG
N/C IO
or 30 YR NC ALT-A mortgage loans.
|
I-1
|
Offered
certificates:
|
Senior
class A (NON-PO) and, [if shown on a Trade Ticket, class A-PO and/or
class
A-IO certificates] (the “offered class A certificates”) [and subordinated
class ▇-▇, ▇-▇ and B-3 certificates (the “offered class B
certificates”)].
|
If
there
is only a single pool of mortgage loans, each class of offered certificates
has
a principal balance equal to the percentage for the class specified under SIZE
in the Trade Ticket of the Trade Amount specified in the Trade
Ticket.
If
there
is more than one pool of mortgage loans:
[(a)] The
offered class A certificates (other than any offered class A-IO certificates)
in
each “group” (as defined in the Pooling Agreement) have a principal balance
equal to the percentage for the class specified under SIZE for the related
pool
of the related Trade Amount specified in the Trade Ticket, and
[(b) Each
class of offered class B certificates has a principal balance equal to the
aggregate of the principal balance of its component classes. The principal
balance of a component class of a class of certificates equals the percentage
for such class specified under SIZE of the Trade Amount, as such SIZE and Trade
Amount are specified for the pool related to the group for the component
class on the Trade Ticket.]
The
principal balance of each class of certificates is subject to upward or downward
variance at closing of up to 5%.
The
offered class A certificates may include one or more classes of class A
certificates with the prior consent of an authorized officer of CMSI, which
consent will not unreasonably be withheld. Additionally, class A-PO and A-IO
certificates may be composite classes of certificates formed from ratio-stripped
PO and IO component classes, respectively, from different pools.
|
Purchase
price:
|
If
there is a single pool of mortgage loans, the sum of (a), (b) and
(c):
|
(a) The
aggregate of the prices of each class of offered certificates. The price of
a
class of certificates is calculated by multiplying the principal balance (or
for
any ratio-stripped IO class, notional balance) of the class at closing by the
PRICE INFORMATION percentage for the class shown on the Trade
Ticket.
(b) Accrued
interest on the aggregate principal balance (or, for any ratio-stripped IO
class, notional balance) at closing of each class of offered certificates
from
I-2
(and
including) the ISSUE DATE shown on the Trade Ticket to (but excluding) the
SETTLEMENT DATE shown on the Trade Ticket at a rate per annum equal to the
target rate stated in the Pooling Agreement.
(c) $[***].
If
there
is more than one pool of mortgage loans, the sum of (d), (e) and
(f):
(d) The
aggregate, for each pool, of the prices of each class (or component class)
of
offered certificates listed on the Trade Ticket, calculated by multiplying
the
principal balance (or for any ratio-stripped IO class, notional balance) at
closing of each class (or component class) of offered certificates in the group
related to the pool (other than any composite classes) by the PRICE INFORMATION
percentage for the class (or component class) shown for such pool on the Trade
Ticket.
(e) accrued
interest on the aggregate principal balance (or, for any ratio-stripped IO
certificates, notional balance) at closing of the offered certificates (other
than any composite classes or ratio-stripped PO classes of certificates) from
(and including) the ISSUE DATE shown on the Trade Ticket to (but excluding)
the
SETTLEMENT DATE shown on the Trade Ticket at a rate per annum equal to the
target rate for the pool stated in the Pooling Agreement.
(f) $[***].
|
Originator
and Address:
|
CitiMortgage,
Inc.
|
▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇’▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇
|
Cut-off
date:
|
The
ISSUE DATE shown on the Trade
Ticket
|
|
Ratings
of offered certificates:
|
Each
class of offered certificates will have the ratings of the rating
agencies
shown on the Trade Ticket. “S&P” on the Trade Ticket refers to
Standard & Poor’s Ratings Services, “Moody’s” refers to ▇▇▇▇▇’▇
Investors Service, Inc., and “Fitch” refers to Fitch Ratings.
|
|
Denominations:
|
The
denominations of each class of offered certificates will be as set
forth
in the Prospectus. Such denominations will be set by the Underwriter,
except that (1) the minimum denomination of each certificate of a
class of offered certificates will be $1,000, and (2) if the initial
principal or notional balance of an offered class of certificates
is not a
permitted denomination for a certificate of that class, one certificate
of
the class may be issued in a different
denomination.
|
I-3
|
Underwriter’s
Statements to
|
|
|
be
Included in the Prospectus:
|
The
purchase price for the offered certificates will be set by the underwriter
or negotiated by the purchaser and the underwriter at the time of
sale.
|
Subject
to the terms and conditions of the underwriting agreement among Citigroup Inc.,
CMSI and the underwriter, the underwriter will purchase the offered certificates
from CMSI upon issuance. The underwriter has committed to purchase all of the
offered certificates if any certificates are purchased. The underwriter will
distribute the offered certificates from time to time in negotiated transactions
or otherwise at varying prices to be determined at the time of
sale.
In
connection with the purchase and sale of the offered certificates, the
underwriter may be deemed to have received compensation from CMSI in the form
of
underwriting discounts.
In
connection with this offering, the underwriter may over-allot or effect
transactions that stabilize or maintain the market price of the offered
certificates at a level above that which might otherwise prevail in the open
market. Such stabilizing, if commenced, may be discontinued at any
time.
|
Delivery
and Payment:
|
Same
day funds by federal funds wire.
|
|
Closing
date and Location:
|
10:00
a.m. (New York City time) on the SETTLEMENT DATE shown on the Trade
Ticket
at the offices of:
|
Citigroup
Inc.
▇▇▇
▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
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▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇
I-4
ATTACHMENT
A
A-1