CITICORP MORTGAGE SECURITIES, INC. Citicorp Mortgage Securities Trust, Series 2007-5 REMIC Pass-Through Certificates Subordinated Underwriting Agreement
EXHIBIT
1.2
CITICORP
MORTGAGE SECURITIES, INC.
Citicorp
Mortgage Securities Trust, Series 2007-5
REMIC
Pass-Through Certificates
June
20,
2007
To: UBS
Securities LLC, as Subordinated Underwriter
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Ladies
and Gentlemen:
Citicorp
Mortgage Securities, Inc., a Delaware corporation (“CMSI”), proposes to sell to
you, as subordinated underwriter (the “Subordinated Underwriter”), the offered
class ▇-▇, ▇-▇ and B-3 REMIC Pass-Through Certificates (the “offered class B
certificates”) described in Schedule I. The offered class B 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 class B 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, U.S.
Bank National Association, 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 Subordinated 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 Subordinated
Underwriter, and the Subordinated Underwriter agrees to purchase from CMSI,
all
of the offered class B 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 class
B
certificates to the Subordinated Underwriter’s account at the office, on the
date and at the time (the “closing date”) specified in Schedule I against
payment by the Subordinated 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 class B 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 class B certificates will
be
represented by book entries on the records of DTC and its participants.
Definitive Certificates representing the offered class B certificates will
be
available as set forth in Schedule I.
CMSI
will
have the offered class B certificates available for inspection by the
Subordinated 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 Subordinated Underwriter that CMSI has filed
a
registration statement (File No. 333-130333), 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 Subordinated 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
Subordinated Underwriter will advise CMSI of the final structure of the offered
class B certificates sufficiently in advance of the closing date so that
CMSI
can prepare a final prospectus relating to the offered class B certificates
(the
“Prospectus”) for delivery to the Subordinated Underwriter no later than the
closing date. CMSI will use its best efforts to deliver the Prospectus to
the
Subordinated Underwriter as soon as reasonably practicable following the
Subordinated Underwriter’s advice of the final structure of the offered class B
certificates. CMSI will file the Prospectus with the
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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 class B certificates (the “offering”), promptly advise the
Subordinated Underwriter
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(i)
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when
any amendment to the Registration Statement relating to the offered
class
B 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 class B 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 class B certificates, or any revision of or supplement
to the Prospectus, unless a copy has been furnished to the Subordinated
Underwriter for its review prior to filing.
(c) CMSI
represents and warrants to the Subordinated 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 “Subordinated
Underwriter’s Statements to be Included in the Prospectus” furnished to
CMSI by or on behalf of the Subordinated Underwriter specifically
for use
in connection with the preparation
of
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the
Prospectus (the “Subordinated Underwriter supplied Prospectus
information”).
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 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 the offered class B certificates by the
Subordinated Underwriter to an investor.
(d) The
Subordinated Underwriter represents and warrants to CMSI that the Subordinated
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 Subordinated Underwriter supplied Prospectus
information comprises the only written information furnished by or on behalf
of
the Subordinated 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 Subordinated Underwriter, to the extent reasonably
practicable, on the preparation of such revision, amendment or
supplement.
(f) CMSI
will furnish to the Subordinated 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 class B certificates
as
contemplated by this Agreement.
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4. Free
writing prospectuses and loan tape
(a) CMSI
will deliver electronically to the Subordinated Underwriter in Portable Document
Format, not later than two business days following the date on which CMSI
notifies the Subordinated 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 class B
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 Subordinated 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 Subordinated 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
Subordinated Underwriter to deliver the CMSI free writing prospectus to the
relevant investor.
(b) CMSI
represents and warrants to the Subordinated 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 Subordinated Underwriter (as supplemented
or
corrected by CMSI sufficiently prior to such time as to reasonably
permit
the Subordinated 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 Subordinated 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
class B
certificates (with a description of related prepayment, collateral
and
other assumptions), and other pricing
information.
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Principal
and loss allocations to various
classes.
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Interest
accrual periods for offered class B
certificates.
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Whether
offered class B certificates represent interests in the entire
mortgage
pool or in one or more mortgage loan
groups.
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A
description of third party credit enhancement or derivative instruments
selected by the Subordinated Underwriter for the offered class
B
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 Subordinated Underwriter for the offered
class B certificates.
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The
fees and expenses payable to transaction
parties.
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(c) CMSI
will provide the Subordinated 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
Subordinated Underwriter acknowledges that, to the extent the listing of
the
mortgage loans contains any nonpublic personal information, the Subordinated
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
Subordinated Underwriter represents and warrants to CMSI that any written
communication containing material information about CMSI or its affiliates
or
the offered class B certificates furnished to a prospective investor by the
Subordinated Underwriter, other than a CMSI free writing prospectus, the
Prospectus, the Registration Statement or the loan tape most recently furnished
by CMSI to the Subordinated 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
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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, except
that the Subordinated 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
Subordinated Underwriter that was not corrected by information
subsequently supplied by CMSI to the Subordinated Underwriter sufficiently
prior to the time of sale as to reasonably permit the Subordinated
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.
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(e) CMSI
will file a CMSI free writing prospectus containing (i) a description of
the final structure of the offered class B certificates and (ii) the
information contained in the final loan tape delivered to the Subordinated
Underwriter, all in conformity with Rule 433 under the Securities
Act.
(f) The
Subordinated Underwriter will not sell, and will obligate each dealer to
whom it
sells any offered class B 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 class B 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 Subordinated Underwriter delivers to the
investor
the CMSI free writing prospectus and the supplemental information
that is
then known or available to the Subordinated
Underwriter.
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(g) The
Subordinated 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 Subordinated Underwriter in a manner reasonably designed to lead to
its
broad,
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unrestricted
dissemination. CMSI will provide the Subordinated Underwriter with any filing
information needed to complete such filing.
(h) The
Subordinated 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 class B certificates. If there
is
any litigation or threatened litigation against CMSI or any of its affiliates
with respect to the offering, the Subordinated Underwriter will, on CMSI’s
request, make copies of such documents available to CMSI.
(i) The
Subordinated Underwriter will promptly provide CMSI with any information
within
the Subordinated Underwriter’s reasonable control that CMSI reasonably requests
to enable CMSI to meet its disclosure and reporting obligations under the
Securities Act and the Exchange Act in connection with the offered class
B
certificates. The Subordinated Underwriter will use its best efforts to cause
any credit enhancement provider, derivative counterparty, special servicer
or
credit risk manager arranged by the Subordinated Underwriter in connection
with
the offered class B 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 Subordinated Underwriter that:
(a) The
class B-1 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
class B
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.
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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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KPMG
LLP, and
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(iii)
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preparing
and delivering the offered class B certificates to
DTC,
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provided,
however, that except as provided in this section (a) and in section 10, the
Subordinated Underwriter will pay (A) all of its own expenses, including
the
fees of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ &
▇▇▇▇ LLP and any other counsel to the
Subordinated Underwriter, (B) any transfer taxes on resale of any of the
offered
class B certificates by it, (C) advertising expenses connected with any offers
made by the Subordinated 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 class B certificates for sale under the laws
of
such jurisdictions as the Subordinated Underwriter may designate, to maintain
such qualifications in effect so long as required for the distribution of
the
offered class B certificates and to arrange for the determination of the
legality of the offered class B 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 Subordinated Underwriter in its
obligation to purchase the offered class B certificates or termination by
the
Subordinated Underwriter pursuant to section 11, CMSI does not deliver the
offered class B certificates as provided in this agreement, CMSI will reimburse
the Subordinated Underwriter for its out-of-pocket expenses (including
reasonable fees and disbursements of its counsel) reasonably incurred by
the
Subordinated Underwriter in preparing to purchase the offered class B
certificates, but CMSI will have no further liability to the Subordinated
Underwriter with respect to the offered class B certificates, except as provided
in sections 6(a) and 6(b) above.
7. No
Fiduciary Relationship
(a) The
Subordinated Underwriter has been retained solely to act as underwriter in
connection with the sale of the offered class B certificates, and no fiduciary,
advisory or agency relationship between CMSI or Citigroup Inc., on the one
hand,
and the Subordinated Underwriter on the other, has been created in respect
of
any of the transactions contemplated by this Agreement, irrespective of whether
the Subordinated Underwriter has advised or is advising CMSI or Citigroup
Inc.
on other matters. CMSI
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and
Citigroup Inc. acknowledge that the Subordinated 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 Subordinated 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
Subordinated 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 Subordinated 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
Subordinated 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 Subordinated Underwriter for breach
of
fiduciary duty, and agrees that the Subordinated 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 Subordinated
Underwriter of CMSI, the transactions contemplated by this agreement, or
any
related matters will be performed solely for the Subordinated Underwriter’s
benefit and not on behalf of CMSI or Citigroup Inc.
8. Conditions
to the Obligation of the Subordinated Underwriter
The
Subordinated Underwriter’s obligation to purchase the offered class B
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 Subordinated 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
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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 Subordinated Underwriter an opinion, dated the closing
date, of the General Counsel, Finance and Capital Markets 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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|
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(v)
|
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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|
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(vi)
|
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
|
11
the
Pooling Agreement) is not required to be registered under the Investment
Company
Act of 1940, as amended;
|
|
(vii)
|
The
offered class B 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)
|
Assuming
that the class B-1 certificates are rated at the time of issuance
in one
of the two highest rating categories by a nationally recognized
statistical rating organization, such offered 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)
|
The
Registration Statement is effective under the Securities Act, and,
to the
best knowledge of such counsel:
|
(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 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 class B 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 Subordinated 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 Subordinated Underwriter, and (3) as to legal matters
relating to secured transactions, bankruptcy, insolvency and related matters,
on
an
12
opinion,
dated the closing date, of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ &
▇▇▇▇ LLP, 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 Subordinated 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
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|
(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
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|
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(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,
|
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 Subordinated Underwriter an opinion, dated the closing
date, of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ &
▇▇▇▇ LLP, 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 class B certificates
to the
holders thereof described therein, are correct in all material
respects.
(f) The
Subordinated Underwriter have received from Cadwalader, ▇▇▇▇▇▇▇▇▇▇ &
▇▇▇▇ LLP, counsel for the Subordinated
Underwriter, such opinion or opinions, dated the closing date, with respect
to
the issuance and sale of the offered class B certificates, the Registration
Statement and the Prospectus, and such other related matters as the Subordinated
Underwriter may reasonably request.
(g) KPMP
LLP have furnished to the Subordinated Underwriter a letter, dated the closing
date, in form and substance satisfactory to the Subordinated Underwriter,
stating in effect that they have performed certain specified procedures,
agreed
upon
13
between
KPMG LLP, CMSI and the Subordinated 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) KPMG
LLP have furnished to the Subordinated Underwriter a letter, dated the closing
date, in form and substance satisfactory to the Subordinated Underwriter,
stating in effect that:
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|
(i)
|
They
have performed certain specified procedures, agreed upon between
KPMG LLP
CMSI and the Subordinated 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 June 1, 2007 (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.
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(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 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 class B certificates, KPMG LLP have
furnished to the Subordinated Underwriter a letter, dated the date of the
Prospectus, in form and substance satisfactory to the Subordinated 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 class B 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
|
14
forth
in
each such table to be in agreement with the respective results of such
calculations.
|
|
(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 class B certificates on the following
distribution day, as recalculated by
them.
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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 class B 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 class B 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 KPMG LLP in such letters with respect to such
classes.
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(v)
|
Using
the assumptions and methodology used by CMSI set forth in the Prospectus,
all of which will be described by reference in such letter, they
have
recalculated the percentages set forth in the Prospectus in the
tables
entitled “Prospectus supplement—Weighted average lives and yields to
maturity—Pre-tax yield to maturity” of classes B-2 and B-3, compared the
results of their calculations to the corresponding items in such
table and
found each such percentage set forth in such table to be in agreement
with
the results of such calculations.
|
(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 Subordinated Underwriter concludes, after consultation with
CMSI,
in the judgment of the Subordinated Underwriter, materially impairs the
investment quality of the offered class B certificates so as to make it
impractical or inadvisable to proceed with the public offering or the delivery
of the offered class B certificates as contemplated by the
Prospectus.
(k) The
offered class B 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.
15
(l) CMSI
have furnished to the Subordinated Underwriter such further information,
certificates and documents as the Subordinated 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
Subordinated Underwriter and its counsel, this Agreement and all obligations
of
the Subordinated Underwriter hereunder may be canceled at, or at any time
prior
to, the closing date by the Subordinated 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 class B certificates will
be
subject to the satisfaction of the conditions that
(a) on
the closing date, the offered class A certificates (as described in the
Prospectus) have been issued and sold under the Senior Underwriting Agreement
dated May 24, 2007 among CMSI, Citigroup Inc. and Citigroup Global Markets
Inc.,
and the class ▇-▇, ▇-▇ and B-6 certificates (as described in the Prospectus)
have been issued and sold under the Purchase Agreement dated the date of
this
Agreement among CMSI, Citigroup Inc. and the purchaser thereof; and
(b) the
Subordinated Underwriter has advised CMSI of the final structure of the offered
class B certificates sufficiently in advance of the closing date so as to
enable
CMSI to prepare the Prospectus for delivery to the Subordinated Underwriter
by
the closing date.
10. Indemnification
and Contribution
(a) In
this section 10,
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(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 Subordinated 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
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(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.
|
16
(b) CMSI
will indemnify and hold harmless the Subordinated 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 Subordinated Underwriter
in
section 3(a), 3(c) or 4(b).
(c) The
Subordinated 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 Subordinated 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 Subordinated 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
17
judgment
for the plaintiff, the indemnifying party will indemnify the indemnified
person
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 Subordinated Underwriter will contribute
to the
aggregate claims to which CMSI and the Subordinated Underwriter may be subject
in an appropriate proportion to reflect both the relative benefits received
by
and the relative fault of CMSI and the Subordinated 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 Subordinated 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 Subordinated 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 Subordinated 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 Subordinated Underwriter will not be required
to contribute any amount in excess of the amount by which the total price
at
which the offered class B certificates were offered to the public exceeds
the
amount of any damages that the Subordinated Underwriter has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission.
18
11. Termination
This
Agreement will be subject to termination in the absolute discretion of the
Subordinated Underwriter, by notice given to CMSI prior to delivery of and
payment for the offered class B 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 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 Subordinated Underwriter
after consultation with CMSI, impracticable to market the offered class B
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
Subordinated 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 Subordinated 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 class B 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 Subordinated
Underwriter’s purchase of the offered class B certificates from CMSI, to
indemnify and hold harmless the Subordinated Underwriter, and each person
who
controls the Subordinated Underwriter against any failure by CMSI to perform
any
of its obligations under this Agreement, including any obligation of CMSI
to the
Subordinated Underwriter pursuant to sections 6 and 10 hereof, after receipt
from the Subordinated 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.
19
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.
17. Notices
All
communications hereunder will be in writing and effective only upon receipt
and,
if sent to the Subordinated Underwriter, will be delivered to the Subordinated
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: ▇▇▇▇▇▇▇ ▇▇▇▇▇.
20
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 Subordinated Underwriter.
Very
truly yours,
CITICORP
MORTGAGE SECURITIES, INC.
By: /s/
▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇
▇.
▇▇▇▇▇
Assistant
Vice President
CITIGROUP
INC.
By: /s/
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇▇
▇. ▇▇▇▇▇
Assistant
Treasurer
The
foregoing Agreement is hereby confirmed and
accepted
as of the date first above written.
UBS
SECURITIES LLC
By: /s/
▇▇▇▇▇▇
▇▇▇▇▇
Name:
▇▇▇▇▇▇ ▇▇▇▇▇
Authorized
Signatory
By: /s/
▇▇▇▇▇▇▇
Beshora
Name: ▇▇▇▇▇▇▇
Beshora
Authorized
Signatory
21
SCHEDULE
I
Subordinated
Underwriting Agreement dated June 20, 2007
Citicorp
Mortgage Securities Trust, Series 2007-5
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.
|
|
Offered
certificates:
|
Subordinated
class ▇-▇, ▇-▇ and B-3 certificates (the “offered class B
certificates”).
|
I-1
If
there
is only a single pool of mortgage loans, each class of offered class B
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, 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%.
|
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 class B certificates. The
price
of a class of certificates is calculated by multiplying the principal 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 at closing of each class of offered
class B 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 stated in the Pooling
Agreement.
(c) $75,000.00.
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 class B certificates listed on the Trade Ticket, calculated by
multiplying the principal balance at closing of each class (or component
class)
of offered class B 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 at closing of the offered class
B
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.
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(f) $75,000.00.
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Originator
and Address:
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CitiMortgage,
Inc.
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Cut-off
date:
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The
ISSUE DATE shown on the Trade
Ticket
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Ratings
of offered
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subordinated
certificates:
|
Each
class of offered class B 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.
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Denominations:
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The
denominations of each class of class B subordinated certificates
will be
as set forth in the Prospectus. Such denominations will be set
by the
Subordinated Underwriter, except that (1) the minimum denomination of
each certificate of a class of offered class B 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.
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I-3
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Subordinated
Underwriter’s Statements to
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be
Included in the Prospectus:
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The
purchase price for the offered class B certificates will be set
by the
underwriter or negotiated by the purchaser and the underwriter
at the time
of sale.
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Subject
to the terms and conditions of the underwriting agreement among Citigroup
Inc.,
CMSI and the underwriter, the underwriter will purchase the offered class
B
certificates from CMSI upon issuance. The underwriter has committed to purchase
all of the offered class B certificates if any certificates are purchased.
The
underwriter will distribute the offered class B 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 class B 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 class
B
certificates at a level above that which might otherwise prevail in the open
market. Such stabilizing, if commenced, may be discontinued at any
time.
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Delivery
and Payment:
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Same
day funds by federal funds wire.
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Closing
date and Location:
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10:00
a.m. (New York City time) on the SETTLEMENT DATE shown on the Trade
Ticket
at the offices of:
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Citigroup
Inc.
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ATTACHMENT
A
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