CITICORP MORTGAGE SECURITIES, INC. Citicorp Mortgage Securities Trust, Series 2007-6 REMIC Pass-Through Certificates Senior Underwriting Agreement
EXHIBIT
1.1
CITICORP
MORTGAGE SECURITIES, INC.
REMIC
Pass-Through Certificates
June
21,
2007
To: Citigroup
Global Markets Inc., as Senior Underwriter
000
Xxxxxxxxx Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Ladies
and Gentlemen:
Citicorp
Mortgage Securities, Inc., a Delaware corporation (“CMSI”), proposes to sell to
you, as senior underwriter (the “Senior Underwriter”), the offered class A REMIC
Pass-Through Certificates (the “offered senior certificates”) described in
Schedule I. The offered senior 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 senior
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 Senior 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 Senior
Underwriter, and the Senior Underwriter agrees to purchase from CMSI, all of
the
offered senior certificates at the purchase price set forth in Schedule
I.
2. Delivery
and Payment
CMSI
will
deliver one or more certificates representing each class of offered senior
certificates to the Senior Underwriter’s account at the office, on the date and
at the
1
time
(the
“closing date”) specified in Schedule I against payment by the Senior
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
senior 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 senior certificates will be represented by book entries on
the
records of DTC and its participants. Definitive Certificates representing the
offered senior certificates will be available as set forth in Schedule
I.
CMSI
will
have the offered senior certificates available for inspection by the Senior
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 Senior 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 Senior 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
Senior Underwriter will advise CMSI of the final structure of the offered senior
certificates sufficiently in advance of the closing date so that CMSI can
prepare a final prospectus relating to the offered senior certificates (the
“Prospectus”) for delivery to the Senior Underwriter no later than the closing
date. CMSI will use its best efforts to deliver the Prospectus to the Senior
Underwriter as soon as reasonably practicable following the Senior Underwriter’s
advice of the final structure of the offered senior 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 senior certificates (the “offering”),
promptly advise the Senior Underwriter
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(i)
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when
any amendment to the Registration Statement relating to the offered
senior
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 senior 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 senior certificates, or any revision of or supplement
to
the Prospectus, unless a copy has been furnished to the Senior Underwriter
for
its review prior to filing.
(c) CMSI
represents and warrants to the Senior 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 “Senior
Underwriter’s Statements to be Included in the Prospectus” furnished to
CMSI by or on behalf of the Senior Underwriter specifically for use
in
connection with the preparation of the Prospectus (the “Senior 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 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.
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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 senior certificates by the Senior
Underwriter to an investor.
(d) The
Senior Underwriter represents and warrants to CMSI that the Senior 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 Senior Underwriter supplied Prospectus information
comprises the only written information furnished by or on behalf of the Senior
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 Senior Underwriter, to the extent reasonably
practicable, on the preparation of such revision, amendment or
supplement.
(f) CMSI
will furnish to the Senior 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 senior certificates as
contemplated by this Agreement.
4. Free
writing prospectuses and loan tape
(a) CMSI
will deliver electronically to the Senior Underwriter in Portable Document
Format, not later than two business days following the date on which CMSI
notifies the Senior 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
4
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 senior 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 Senior 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
Senior 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 Senior Underwriter to deliver the CMSI
free writing prospectus to the relevant investor.
(b) CMSI
represents and warrants to the Senior 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 Senior Underwriter (as supplemented or corrected
by CMSI sufficiently prior to such time as to reasonably permit the
Senior
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 Senior 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 senior
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 senior
certificates.
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Whether
offered senior 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 Senior Underwriter for the offered senior 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 Senior Underwriter for the offered senior
certificates.
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The
fees and expenses payable to transaction
parties.
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(c) CMSI
will provide the Senior 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 Senior
Underwriter acknowledges that, to the extent the listing of the mortgage loans
contains any nonpublic personal information, the Senior 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
Senior Underwriter represents and warrants to CMSI that any written
communication containing material information about CMSI or its affiliates
or
the offered senior certificates furnished to a prospective investor by the
Senior Underwriter, other than a CMSI free writing prospectus, the Prospectus,
the Registration Statement or the loan tape most recently furnished by CMSI
to
the Senior 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, except
that the Senior 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 Senior
Underwriter that was not corrected by information subsequently supplied
by
CMSI to the Senior Underwriter sufficiently prior to the time of
sale as
to reasonably permit the Senior 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 senior certificates and (ii) the
information contained in the final loan tape delivered to the Senior
Underwriter, all in conformity with Rule 433 under the Securities
Act.
(f) The
Senior Underwriter will not sell, and will obligate each dealer to whom it
sells
any offered senior 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 senior 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 Senior Underwriter delivers to the investor
the
CMSI free writing prospectus and the supplemental information that
is then
known or available to the Senior
Underwriter.
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(g) The
Senior 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
Senior Underwriter in a manner reasonably designed to lead to its broad,
unrestricted dissemination. CMSI will provide the Senior Underwriter with any
filing information needed to complete such filing.
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(h) The
Senior 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 senior certificates. If there is any
litigation or threatened litigation against CMSI or any of its affiliates with
respect to the offering, the Senior Underwriter will, on CMSI’s request, make
copies of such documents available to CMSI.
(i) The
Senior Underwriter will promptly provide CMSI with any information within the
Senior 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 senior certificates. The
Senior Underwriter will use its best efforts to cause any credit enhancement
provider, derivative counterparty, special servicer or credit risk manager
arranged by the Senior Underwriter in connection with the offered senior
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 Senior Underwriter that:
(a) Each
of the offered senior 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 senior 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 senior certificates to
DTC,
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provided,
however, that except as provided in this section (a) and in section 10, the
Senior Underwriter will pay (A) all of its own expenses, including the fees
of
Cadwalader, Xxxxxxxxxx & Xxxx LLP and
any other counsel to the Senior Underwriter, (B) any transfer taxes on resale
of
any of the offered senior certificates by it, (C) advertising expenses connected
with any offers made by the Senior 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 senior certificates for sale under the laws of
such
jurisdictions as the Senior Underwriter may designate, to maintain such
qualifications in effect so long as required for the distribution of the offered
senior certificates and to arrange for the determination of the legality of
the
offered senior 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 Senior Underwriter in its obligation
to
purchase the offered senior certificates or termination by the Senior
Underwriter pursuant to section 11, CMSI does not deliver the offered senior
certificates as provided in this agreement, CMSI will reimburse the Senior
Underwriter for its out-of-pocket expenses (including reasonable fees and
disbursements of its counsel) reasonably incurred by the Senior Underwriter
in
preparing to purchase the offered senior certificates, but CMSI will have no
further liability to the Senior Underwriter with respect to the offered senior
certificates, except as provided in sections 6(a) and 6(b) above.
7. No
Fiduciary Relationship
(a) The
Senior Underwriter has been retained solely to act as underwriter in connection
with the sale of the offered senior certificates, and no fiduciary, advisory
or
agency relationship between CMSI or Citigroup Inc., on the one hand, and the
Senior Underwriter on the other, has been created in respect of any of the
transactions contemplated by this Agreement, irrespective of whether the Senior
Underwriter has advised or is advising CMSI or Citigroup Inc. on other matters.
CMSI and Citigroup Inc.
9
acknowledge
that the Senior 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 Senior 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 Senior 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 Senior 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 Senior
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 Senior Underwriter for breach of
fiduciary duty, and agrees that the Senior 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 Senior Underwriter of
CMSI, the transactions contemplated by this agreement, or any related matters
will be performed solely for the Senior Underwriter’s benefit and not on behalf
of CMSI or Citigroup Inc.
8. Conditions
to the Obligation of the Senior Underwriter
The
Senior Underwriter’s obligation to purchase the offered senior 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 Senior 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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10
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 Senior 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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(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
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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 senior 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 senior 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;
|
|
|
(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 senior 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 Senior 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 Senior Underwriter, and (3) as to legal matters relating
to secured transactions, bankruptcy, insolvency and related matters, on an
opinion, dated
12
the
closing date, of Cadwalader, Xxxxxxxxxx &
Xxxx 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 Senior 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
|
|
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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 Senior Underwriter an opinion, dated the closing date,
of
Cadwalader, Xxxxxxxxxx & Xxxx 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 senior
certificates to the holders thereof described therein, are correct in all
material respects.
(f) The
Senior Underwriter have received from Cadwalader, Xxxxxxxxxx &
Xxxx LLP, counsel for the Senior
Underwriter, such opinion or opinions, dated the closing date, with respect
to
the issuance and sale of the offered senior certificates, the Registration
Statement and the Prospectus, and such other related matters as the Senior
Underwriter may reasonably request.
(g) KPMP
LLP have furnished to the Senior Underwriter a letter, dated the closing date,
in form and substance satisfactory to the Senior Underwriter, stating in effect
that they have performed certain specified procedures, agreed upon
between
13
KPMG
LLP,
CMSI and the Senior 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
xxx.xxxxxxxxxxxxxxx.xxx 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 Senior Underwriter a letter, dated the closing date,
in form and substance satisfactory to the Senior Underwriter, stating in effect
that:
|
|
(i)
|
They
have performed certain specified procedures, agreed upon between
KPMG LLP
CMSI and the Senior 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 July 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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|
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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 senior certificates, KPMG LLP have
furnished to the Senior Underwriter a letter, dated the date of the Prospectus,
in form and substance satisfactory to the Senior 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 senior 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 senior 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 senior certificates and found such dates to be in
agreement with those set forth in the
Prospectus.
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|
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(iv)
|
If
one or more classes of offered senior 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.
|
(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 Senior Underwriter concludes, after consultation with CMSI,
in
the judgment of the Senior Underwriter, materially impairs the investment
quality of the offered senior certificates so as to make it impractical or
inadvisable to proceed with the public offering or the delivery of the offered
senior certificates as contemplated by the Prospectus.
(k) The
offered senior 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 Senior Underwriter such further information, certificates
and documents as the Senior 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 Senior
Underwriter and its counsel, this Agreement and all obligations of the Senior
Underwriter hereunder may be canceled at, or at any time prior to, the closing
date by the Senior Underwriter. Notice of such
15
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 senior certificates will be
subject to the satisfaction of the conditions that
(a) on
the closing date the class X-0, X-0 and B-3 certificates (as described in the
Prospectus) have been issued and sold under the Subordinated Underwriting
Agreement dated July 19, 2007 among CMSI, Citigroup Inc. and Banc of America
Securities LLC, and the class X-0, X-0 and B-6 certificates (as described in
the
Prospectus) have been issued and sold under the Purchase Agreement dated July
19, 2007 among CMSI, Citigroup Inc. and the purchaser thereof; and
(b) the
Senior Underwriter has advised CMSI of the final structure of the offered senior
certificates sufficiently in advance of the closing date so as to enable CMSI
to
prepare the Prospectus for delivery to the Senior 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 Senior 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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|
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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.
|
(b) CMSI
will indemnify and hold harmless the Senior 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 Senior Underwriter in section
3(a), 3(c) or 4(b).
(c) The
Senior 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 Senior 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 Senior Underwriter may otherwise have.
16
(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 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
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|
(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.
|
17
(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 Senior Underwriter will contribute to the
aggregate claims to which CMSI and the Senior Underwriter may be subject in
an
appropriate proportion to reflect both the relative benefits received by and
the
relative fault of CMSI and the Senior 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 Senior 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 Senior 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 Senior 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 Senior Underwriter will not be required
to
contribute any amount in excess of the amount by which the total price at which
the offered senior certificates were offered to the public exceeds the amount
of
any damages that the Senior 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
Senior Underwriter, by notice given to CMSI prior to delivery of and payment
for
the offered senior 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 Senior Underwriter after consultation with CMSI,
impracticable to market the offered senior certificates.
18
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
Senior 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 Senior 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 senior 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 Senior
Underwriter’s purchase of the offered senior certificates from CMSI, to
indemnify and hold harmless the Senior Underwriter, and each person who controls
the Senior Underwriter against any failure by CMSI to perform any of its
obligations under this Agreement, including any obligation of CMSI to the Senior
Underwriter pursuant to sections 6 and 10 hereof, after receipt from the Senior
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.
17. Notices
All
communications hereunder will be in writing and effective only upon receipt
and,
if sent to the Senior Underwriter, will be delivered to the Senior 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., 0000 Xxxxxxxxxx Xxxxx, X’Xxxxxx, Xxxxxxxx 00000, Attn: Xxxxxx X. Xxxxxxx,
or if sent to Citigroup Inc., will be delivered to Citigroup Inc., Citigroup
Center, 000 Xxxx 00xx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attn: Xxxxxxx
Xxxxx.
19
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 Senior Underwriter.
Very
truly yours,
CITICORP
MORTGAGE SECURITIES, INC.
By: /s/
Xxxxx X. Xxxxx
Xxxxx
X.
Xxxxx
Assistant
Vice President
CITIGROUP
INC.
By: /s/
Xxxxxxx X. Xxxxx
Xxxxxxx
X. Xxxxx
Assistant
Treasurer
The
foregoing Agreement is hereby confirmed and
accepted
as of the date first above written.
CITIGROUP
GLOBAL MARKETS INC.
By: /s/
Xxxxxxxx Xxxxx
Name: Xxxxxxxx
Xxxxx
Authorized
Signatory
20
SCHEDULE
I
Senior
Underwriting Agreement dated June 21, 2007
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
senior certificates:
|
Senior
class A (NON-PO) and, if shown on a Trade Ticket, class A-PO certificates
(the “offered class A
certificates”).
|
I-1
If
there
is only a single pool of mortgage loans, the offered class A certificates have
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, the offered class A 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
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 certificates
may be composite classes of certificates formed from ratio-stripped PO component
classes 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 class A 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 class A
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 A 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
I-2
class)
of
offered class A 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 class A 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) $75,000.00.
|
Originator
and Address:
|
CitiMortgage,
Inc.
|
0000
Xxxxxxxxxx Xxxxx
X’Xxxxxx,
Xxxxxxxx 00000
|
Cut-off
date:
|
The
ISSUE DATE shown on the Trade
Ticket
|
|
Ratings
of
|
|
|
offered
senior certificates:
|
Each
class of offered class A 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 Xxxxx’x
Investors Service, Inc., and “Fitch” refers to Fitch
Ratings.
|
|
Denominations:
|
The
denominations of each class of offered class A certificates will
be as set
forth in the Prospectus. Such denominations will be set by the Senior
Underwriter, except that (1) the minimum denomination of each
certificate of a class of offered class A 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
|
Senior
Underwriter’s Statements to
|
|
|
be
Included in the Prospectus:
|
The
purchase price for the offered class A 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 class A
certificates from CMSI upon issuance. The underwriter has committed to purchase
all of the offered class A certificates if any certificates are purchased.
The
underwriter will distribute the offered class A 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 A 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
A
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.
000
Xxxx
Xxxxxx, 0xx Xxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
I-4
ATTACHMENT
A
[NOT
INCLUDED HEREIN]
A-1
