EXHIBIT 1.1
CITIGROUP MORTGAGE LOAN TRUST INC.
$____________ (Approximately)
CITIGROUP Mortgage Pass-Through Certificates, Series ____-_
Class A $____________ _____%
Class R $____________ _____%
UNDERWRITING AGREEMENT
___________,_____
[Underwriter]
______________________
______________________
Ladies and Gentlemen:
Citigroup Mortgage Loan Trust Inc., a Delaware corporation (the
"Company"), proposes to sell to you (also referred to herein as the
"Underwriter") Citigroup Mortgage Pass-Through Certificates, Series ____-__,
Class A and Class R Certificates other than a DE MINIMIS portion thereof
(collectively, the "Certificates"), having the aggregate principal amounts and
Pass-Through Rates set forth above. The Certificates, together with the Class M
and Class B Certificates of the same series, will evidence the entire beneficial
interest in the Trust Fund (as defined in the Pooling and Servicing Agreement
referred to below) consisting primarily of a pool (the "Pool") of conventional,
fixed-rate, one- to four-family residential mortgage loans (the "Mortgage
Loans") as described in the Prospectus Supplement (as hereinafter defined) to be
sold by the Company. A DE MINIMIS portion of the Class R Certificates will not
be sold hereunder and will be held by the Trustee.
The Certificates will be issued pursuant to a pooling and servicing
agreement (the "Pooling and Servicing Agreement") to be dated as of
__________________, ____ (the "Cut-off Date") among the Company, as depositor,
[Name of Master Servicer], as master servicer (the "Master Servicer"), and
___________________________________, as trustee (the "Trustee"). The
Certificates are described more fully in the Basic Prospectus and the Prospectus
Supplement (each as hereinafter defined) which the Company has furnished to you.
1. REPRESENTATIONS, WARRANTIES AND COVENANTS.
1.1 The Company represents and warrants to, and agrees with you that:
(a) The Company has filed with the Securities and Exchange
Commission (the "Commission") a registration statement (No. 333-_____)
on Form S-3 for the registration under the Securities Act of 1933, as
amended (the "Act"), of Mortgage Pass-Through Certificates and
Mortgage-Backed Notes (issuable in series), including the
Certificates, which registration statement has become effective, and a
copy of which, as amended to the date hereof, has heretofore been
delivered to you. The Company proposes to file with the Commission
pursuant to Rule 424(b) under the rules and regulations of the
Commission under the Act (the "1933 Act Regulations") a supplement
dated __________, ____ (the "Prospectus Supplement"), to the
prospectus dated __________, ____ (the "Basic Prospectus"), relating
to the Certificates and the method of distribution thereof. Such
registration statement (No. 333-_____) including exhibits thereto and
any information incorporated therein by reference, as amended at the
date hereof, is hereinafter called the "Registration Statement"; and
the Basic Prospectus and the Prospectus Supplement and any information
incorporated therein by reference, together with any amendment thereof
or supplement thereto authorized by the Company on or prior to the
Closing Date for use in connection with the offering of the
Certificates, are hereinafter called the "Prospectus". Any preliminary
form of the Prospectus Supplement which has heretofore been filed
pursuant to Rule 424, or prior to the effective date of the
Registration Statement pursuant to Rule 402(a), or 424(a) is
hereinafter called a "Preliminary Prospectus Supplement."
(b) The Registration Statement has become effective, and the
Registration Statement as of the effective date (the "Effective
Date"), and the Prospectus, as of the date of the Prospectus
Supplement, complied in all material respects with the applicable
requirements of the Act and the 1933 Act Regulations; and the
Registration Statement, as of the Effective Date, did not contain any
untrue statement of a material fact and did not omit to state any
material fact required to be stated therein or necessary to make the
statements therein not misleading and the Prospectus, as of the date
of the Prospectus Supplement, did not, and as of the Closing Date will
not, contain an untrue statement of a material fact and did not and
will not 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; provided, however, that the Company makes
no representations or warranties as to the information contained in or
omitted from the Registration Statement or the Prospectus or any
amendment thereof or supplement thereto relating to the information
identified by underlining or other highlighting as shown in Exhibit E
(the "Excluded Information"); and provided, further, that the Company
makes no
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representations or warranties as to either (i) any information in any
Computational Materials or ABS Term Sheets (each as hereinafter
defined) required to be provided by the Underwriter to the Company
pursuant to Section 4.2, except to the extent of any information set
forth therein that constitutes Pool Information (as defined below), or
(ii) as to any information contained in or omitted from the portions
of then Prospectus identified by underlining or other highlighting as
shown in Exhibit F (the "Underwriter Information"). As used herein,
"Pool Information" means information with respect to the
characteristics of the Mortgage Loans and administrative and servicing
fees, as provided by or on behalf of the Company to the Underwriter in
final form and set forth in the Prospectus Supplement. The Company
acknowledges that, except for any Computational Materials, the
Underwriter Information constitutes the only information furnished in
writing by you or on your behalf for use in connection with the
preparation of the Registration Statement, any preliminary prospectus
or the Prospectus, and you confirm that the Underwriter Information is
correct.
(c) The Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the State
of Delaware and has the requisite corporate power to own its
properties and to conduct its business as presently conducted by it.
(d) This Agreement has been duly authorized, executed and
delivered by the Company.
(e) As of the Closing Date (as defined herein) the Certificates
will conform in all material respects to the description thereof
contained in the Prospectus and the representations and warranties of
the Company in the Pooling and Servicing Agreement will be true and
correct in all material respects.
1.2 The Underwriter represents and warrants to and agrees with the
Company that:
(a) No purpose of the Underwriter relating to the purchase of any
of the Class R Certificates by the Underwriter is or will be to enable
the Company to impede the assessment or collection of any tax.
(b) The Underwriter has no present knowledge or expectation that
it will be unable to pay any United States taxes owed by it so long as
any of the Certificates remain outstanding.
(c) The Underwriter has no present knowledge or expectation that
it will become insolvent or subject to a bankruptcy proceeding for so
long as any of the Certificates remain outstanding.
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(d) No purpose of the Underwriter relating to any sale of any of
the Class R Certificates by the Underwriter will be to enable it to
impede the assessment or collection of tax. In this regard, the
Underwriter hereby represents to and for the benefit of the Company
that the Underwriter intends to pay taxes associated with holding the
Class R Certificates, as they become due, fully understanding that it
may incur tax liabilities in excess of any cash flows generated by the
Class R Certificates.
(e) The Underwriter will, in connection with any transfer it
makes of any of the Class R Certificates, obtain from its transferee
the affidavit required by Section 5.02(g)(i)(B)(I) of the Pooling and
Servicing Agreement, will not consummate any such transfer if it knows
or believes that any representation contained in such affidavit is
false and will provide the Trustee with the Certificate required by
Section 5.02(g)(i)(B)(II) of the Pooling and Servicing Agreement.
(f) The Underwriter hereby certifies that (i) with respect to any
classes of Certificates issued in authorized denominations or
Percentage Interests of less than $______ or __%, as the case may be,
the fair market value of each such Certificate sold to any person on
the date of initial sale thereof by the Underwriter will not be less
than $_______, and (ii) with respect to each class of Certificates to
be maintained on the book-entry records of The Depository Trust
Company ("DTC"), the interest in each such class of Certificates sold
to any person on the date of initial sale thereof by the Underwriter
will not be less than an initial Certificate Principal Balance of
$______.
(g) The Underwriter will use its best reasonable efforts to cause
Xxxxx & Co. to issue a commitment letter, prior to the Closing Date,
to DTC stating that Xxxxx & Co. will value the DTC Registered
Certificates (hereinafter defined) on an ongoing basis subsequent to
the Closing Date.
(h) The Underwriter will have funds available at
__________________ _______________, in the Underwriter's account at
such bank at the time all documents are executed and the closing of
the sale of the Certificates is completed, except for the transfer of
funds and the delivery of the Certificates. Such funds will be
available for immediate transfer into the account of the Company
maintained at such bank.
(i) As of the date hereof and as of the Closing Date, the
Underwriter has complied with all of its obligations hereunder
including Section 4.2, and, with respect to all Computational
Materials and ABS Term Sheets provided by the Underwriter to the
Company pursuant to Section 4.2, if any, such Computational Materials
and ABS Term Sheets are accurate in all material respects when read in
conjunction with the
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Prospectus Supplement (taking into account the assumptions explicitly
set forth in the Computational Materials, except to the extent of any
errors therein that are caused by errors in the Pool Information). The
Computational Materials and ABS Term Sheets provided by the
Underwriter to the Company constitute a complete set of all
Computational Materials and ABS Term Sheets that are required to be
filed with the Commission.
1.3 The Underwriter covenants and agrees to pay directly, or reimburse
the Company upon demand for (i) any and all taxes (including penalties and
interest) owed or asserted to be owed by the Company as a result of a claim
by the Internal Revenue Service that the transfer of any of the Class R
Certificates to the Underwriter hereunder or any transfer thereof by the
Underwriter may be disregarded for federal tax purposes and (ii) any and
all losses, claims, damages and liabilities, including attorney's fees and
expenses, arising out of any failure of the Underwriter to make payment or
reimbursement in connection with any such assertion as required in (i)
above. In addition, the Underwriter acknowledges that on the Closing Date
immediately after the transactions described herein it will be the owner of
the Class R Certificates for federal tax purposes, and the Underwriter
covenants that it will not assert in any proceeding that the transfer of
the Class R Certificates from the Company to the Underwriter should be
disregarded for any purpose.
2. PURCHASE AND SALE.
Subject to the terms and conditions and in reliance upon the
representations and warranties herein set forth, the Company agrees to sell to
you, and you agree to purchase from the Company, the Certificates (other than
for a DE MINIMIS portion of the Class R Certificates, which shall be transferred
by the Company to the Trustee) at a price equal to __________% of the aggregate
principal balance of the Certificates as of the Closing Date. There will be
added to the purchase price of the Certificates an amount equal to interest
accrued thereon from the Cut-off Date to but not including the Closing Date. The
purchase price for the Certificates was agreed to by the Company in reliance
upon the transfer from the Company to the Underwriter of the tax liabilities
associated with the ownership of the Class R Certificates.
3. DELIVERY AND PAYMENT.
Delivery of and payment for the Certificates shall be made at the office of
_______________________ at ___________________ time, on ______________, ____ or
such later date as you shall designate, which date and time may be postponed by
agreement between you and the Company (such date and time of delivery and
payment for the Certificates being herein called the "Closing Date"). Delivery
of the Certificates (except for the Class R Certificates (the "Definitive
Certificates")) shall be made to you through the Depository Trust Company
("DTC") (such Certificates, the "DTC Registered Certificates"), and delivery of
the Definitive Certificates shall be made in registered, certified form, in each
case against payment by you of the purchase price thereof to or
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upon the order of the Company by wire transfer in immediately available funds.
The Definitive Certificates shall be registered in such names and in such
denominations as you may request not less than two business days in advance of
the Closing Date. The Company agrees to have the Definitive Certificates
available for inspection, checking and packaging by you in New York, New York
not later than ___________ on the business day prior to the Closing Date.
4. OFFERING BY UNDERWRITER.
4.1 It is understood that you propose to offer the Certificates for
sale to the public as set forth in the Prospectus and you agree that all
such offers and sales by you shall be made in compliance with all
applicable laws and regulations.
4.2 It is understood that you may prepare and provide to prospective
investors certain Computational Materials (as defined below) in connection
with your offering of the Certificates, subject to the following
conditions:
(a) The Underwriter shall comply with all applicable laws and
regulations in connection with the use of Computational Materials,
including the No-Action Letter of May 20, 1994 issued by the
Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx,
Peabody & Co. Incorporated and Xxxxxx Structured Asset Corporation, as
made applicable to other issuers and underwriters by the Commission in
response to the request of the Public Securities Association dated May
24, 1994 (collectively, the "Xxxxxx/PSA Letter") as well as the PSA
Letter referred to below. The Underwriter shall comply with all
applicable laws and regulations in connection with the use of ABS Term
Sheets, including the No-Action Letter of February 17, 1995 issued by
the Commission to the Public Securities Association (the "PSA Letter"
and, together with the Xxxxxx/PSA Letter, the "No-Action Letters").
(b) For purposes hereof, "Computational Materials" as used herein
shall have the meaning given such term in the No-Action Letters, but
shall include only those Computational Materials that have been
prepared or delivered to prospective investors by or at the direction
of the Underwriter. For purposes hereof, "ABS Term Sheets" and
"Collateral Term Sheets" as used herein shall have the meanings given
such terms in the PSA Letter but shall include only those ABS Term
Sheets or Collateral Term Sheets that have been prepared or delivered
to prospective investors by or at the direction of the Underwriter.
(c) All Computational Materials and ABS Term Sheets provided to
prospective investors that are required to be filed pursuant to the
No-Action Letters shall bear a legend on each page including the
following statement:
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"THE INFORMATION HEREIN HAS BEEN PROVIDED SOLELY BY [Underwriter].
NEITHER THE ISSUER OF THE CERTIFICATES NOR ANY OF ITS AFFILIATES MAKES
ANY REPRESENTATION AS TO THE ACCURACY OR COMPLETENESS OF THE
INFORMATION HEREIN. THE INFORMATION HEREIN IS PRELIMINARY, AND WILL BE
SUPERSEDED BY THE APPLICABLE PROSPECTUS SUPPLEMENT AND BY ANY OTHER
INFORMATION SUBSEQUENTLY FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION."
In the case of Collateral Term Sheets, such legend shall also include the
following statement:
"THE INFORMATION CONTAINED HEREIN WILL BE SUPERSEDED BY THE
DESCRIPTION OF THE MORTGAGE POOL CONTAINED IN THE PROSPECTUS
SUPPLEMENT RELATING TO THE CERTIFICATES AND [Except with respect to
the initial Collateral Term Sheet prepared by the Underwriter]
SUPERSEDES ALL INFORMATION CONTAINED IN ANY COLLATERAL TERM SHEETS
RELATING TO THE MORTGAGE POOL PREVIOUSLY PROVIDED BY [the
Underwriter]."
The Company shall have the right to require additional specific legends or
notations to appear on any Computational Materials or ABS Term Sheets, the right
to require changes regarding the use of terminology and the right to determine
the types of information appearing therein. Notwithstanding the foregoing, this
subsection (c) will be satisfied if all such Computational Materials and ABS
Term Sheets bear a legend in the form set forth in Exhibit I hereto.
(d) The Underwriter shall provide the Company with representative
forms of all Computational Materials and ABS Term Sheets prior to
their first use, to the extent such forms have not previously been
approved by the Company for use by the Underwriter. The Underwriter
shall provide to the Company, for filing on Form 8-K as provided in
Section 5.9, copies (in such format as required by the Company) of all
Computational Materials that are required to be filed with the
Commission pursuant to the No-Action Letters. The Underwriter may
provide copies of the foregoing in a consolidated or aggregated form
including all information required to be filed. All Computational
Materials and ABS Term Sheets described in this subsection (d) must be
provided to the Company not later than 10:00 a.m. New York time one
business day before filing thereof is required pursuant to the terms
of this Agreement. The Underwriter agrees that it will not provide to
any investor or prospective investor in the Certificates any
Computational Materials or ABS Term Sheets on or after the day on
which Computational Materials and ABS Term Sheets are required to be
provided to the Company pursuant to this Section 4.2(d) (other than
copies of Computational
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Materials or ABS Term Sheets previously submitted to the Company in
accordance with this Section 4.2(d) for filing pursuant to Section
5.9), unless such Computational Materials or ABS Term Sheets are
preceded or accompanied by the delivery of a Prospectus to such
investor or prospective investor.
(e) All information included in the Computational Materials shall
be generated based on substantially the same methodology and
assumptions that are used to generate the information in the
Prospectus Supplement as set forth therein; provided that the
Computational Materials and ABS Term Sheets or ABS Term Sheets, as the
case may be, may include information based on alternative assumptions
if specified therein. If any Computational Materials or ABS Term
Sheets that are required to be filed were based on assumptions with
respect to the Pool that differ from the final Pool Information in any
material respect or on Certificate structuring terms that were revised
prior to the printing of the Prospectus, the Underwriter shall prepare
revised Computational Materials or ABS Term Sheets, as the case may
be, based on the final Pool Information and structuring assumptions,
circulate such revised Computational Materials and ABS Term Sheets to
all recipients of the preliminary versions thereof that indicated
orally to the Underwriter they would purchase all or any portion of
the Certificates and include such revised Computational Materials and
ABS Term Sheets (marked, "as revised") in the materials delivered to
the Company pursuant to subsection (d) above.
(f) The Company shall not be obligated to file any Computational
Materials that have been determined to contain any material error or
omission. In the event that any Computational Materials or ABS Terms
Sheets are determined, within the period which the Prospectus relating
to the Certificates is required to be delivered under the Act, to
contain a material error or omission, the Underwriter shall prepare a
corrected version of such Computational Materials or ABS Term Sheets,
shall circulate such corrected Computational Materials to all
recipients of the prior versions thereof that indicated orally to the
Underwriter they would purchase all or any portion of the Certificates
and shall deliver copies of such corrected Computational Materials and
ABS Term Sheets (marked, "as corrected") to the Company for filing
with the Commission in a subsequent Form 8-K submission (subject to
the Company's obtaining an accountant's comfort letter in respect of
such corrected Computational Materials, which shall be at the expense
of the Underwriter), provided that if any such letter is required to
be revised solely because of a change in the Pool Information, fifty
percent of any additional expenses for such letter resulting from the
change in Pool Information shall be paid by each of the Underwriter
and the Company.
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(g) If the Underwriter does not provide any Computational
Materials or ABS Term Sheets to the Company pursuant to subsection (d)
above, the Underwriter shall be deemed to have represented, as of the
Closing Date, that it did not provide any prospective investors with
any information in written or electronic form in connection with the
offering of the Certificates that is required to be filed with the
Commission in accordance with the No-Action Letters, and the
Underwriter shall provide the Company with a certification to that
effect on the Closing Date.
(h) In the event of any delay in the delivery by the Underwriter
to the Company of all Computational Materials and ABS Term Sheets
required to be delivered in accordance with subsection (d) above, or
in the delivery of the accountant's comfort letter in respect thereof
pursuant to Section 5.9, the Company shall have the right to delay the
release of the Prospectus to investors or to the Underwriter, to delay
the Closing Date and to take other appropriate actions in each case as
necessary in order to allow the Company to comply with its agreement
set forth in Section 5.9 to file the Computational Materials and ABS
Term Sheets by the time specified therein.
(i) The Underwriter represents that it has in place, and
covenants that it shall maintain internal controls and procedures
which it reasonably believes to be sufficient to ensure full
compliance with all applicable legal requirements of the No-Action
Letters with respect to the generation and use of Computational
Materials and ABS Term Sheets in connection with the offering of the
Certificates.
4.3 You further agree that on or prior to the sixth day after the
Closing Date, you shall provide the Company with a certificate,
substantially in the form of Exhibit G attached hereto, setting forth (i)
in the case of each class of Certificates, (a) if less than 10% of the
aggregate principal balance of such class of Certificates has been sold to
the public as of such date, the value calculated pursuant to clause
(b)(iii) of Exhibit G hereto, or, (b) if __% or more of such class of
Certificates has been sold to the public as of such date but no single
price is paid for at least __% of the aggregate principal balance of such
class of Certificates, then the weighted average price at which the
Certificates of such class were sold expressed as a percentage of the
principal balance of such class of Certificates sold, or (c) the first
single price at which at least __% of the aggregate principal balance of
such class of Certificates was sold to the public, (ii) the prepayment
assumption used in pricing each class of Certificates, and (iii) such other
information as to matters of fact as the Company may reasonably request to
enable it to comply with its reporting requirements with respect to each
class of Certificates to the extent such information can in the good faith
judgment of the Underwriter be determined by it.
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5. AGREEMENTS. The Company agrees with you that:
5.1 Before amending or supplementing the Registration Statement or the
Prospectus with respect to the Certificates, the Company will furnish you
with a copy of each such proposed amendment or supplement.
5.2 The Company will cause the Prospectus Supplement to be transmitted
to the Commission for filing pursuant to Rule 424(b) under the Act by means
reasonably calculated to result in filing with the Commission pursuant to
said rule.
5.3 If, during the period after the first date of the public offering
of the Certificates in which a prospectus relating to the Certificates is
required to be delivered under the Act, any event occurs as a result of
which it is necessary to amend or supplement the Prospectus, as then
amended or supplemented, in order to make the statements therein, in the
light of the circumstances when the Prospectus is delivered to a purchaser,
not misleading, or if it shall be necessary to amend or supplement the
Prospectus to comply with the Act or the 1933 Act Regulations, the Company
promptly will prepare and furnish, at its own expense, to you, either
amendments or supplements to the Prospectus so that the statements in the
Prospectus as so amended or supplemented will not, in the light of the
circumstances when the Prospectus is delivered to a purchaser, be
misleading or so that the Prospectus will comply with law.
5.4 The Company will furnish to you, without charge, a copy of the
Registration Statement (including exhibits thereto) and, so long as
delivery of a prospectus by an underwriter or dealer may be required by the
Act, as many copies of the Prospectus, any documents incorporated by
reference therein and any amendments and supplements thereto as you may
reasonably request.
5.5 The Company agrees, so long as the Certificates shall be
outstanding, or until such time as you shall cease to maintain a secondary
market in the Certificates, whichever first occurs, to deliver to you the
annual statement as to compliance delivered to the Trustee pursuant to
Section 3.18 of the Pooling and Servicing Agreement and the annual
statement of a firm of independent public accountants furnished to the
Trustee pursuant to Section 3.19 of the Pooling and Servicing Agreement, as
soon as such statements are furnished to the Company.
5.6 The Company will endeavor to arrange for the qualification of the
Certificates for sale under the laws of such jurisdictions as you may
reasonably designate and will maintain such qualification in effect so long
as required for the initial distribution of the Certificates; provided,
however, that the Company shall not be required to qualify to do business
in any jurisdiction where it is not now so
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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.
5.7 If the transactions contemplated by this Agreement are
consummated, the Company will pay or cause to be paid all expenses incident
to the performance of the obligations of the Company under this Agreement,
and will reimburse you for any reasonable expenses (including reasonable
fees and disbursements of counsel) reasonably incurred by you in connection
with qualification of the Certificates for sale and determination of their
eligibility for investment under the laws of such jurisdictions as you have
reasonably requested pursuant to Section 5.6 above and the printing of
memoranda relating thereto, for any fees charged by investment rating
agencies for the rating of the Certificates, and for expenses incurred in
distributing the Prospectus (including any amendments and supplements
thereto) to the Underwriter. Except as herein provided, you shall be
responsible for paying all costs and expenses incurred by you, including
the fees and disbursements of your counsel, in connection with the purchase
and sale of the Certificates.
5.8 If, during the period after the Closing Date in which a prospectus
relating to the Certificates is required to be delivered under the Act, the
Company receives notice that a stop order suspending the effectiveness of
the Registration Statement or preventing the offer and sale of the
Certificates is in effect, the Company will advise you of the issuance of
such stop order.
5.9 The Company shall file the Computational Materials and ABS Term
Sheets (if any) provided to it by the Underwriter under Section 4.2(d) with
the Commission pursuant to a Current Report on Form 8-K by ___________ on
the morning the Prospectus is delivered to the Underwriter or, the case of
any Collateral Term Sheet required to be filed prior to such date, by
____________ on the second business day following the first day on which
such Collateral Term Sheet has been sent to a prospective investor;
provided, however, that prior to such filing of the Computational Materials
and ABS Term Sheets (other than any Collateral Term Sheets that are not
based on the Pool Information) by the Company, the Underwriter must comply
with its obligations pursuant to Section 4.2 and the Company must receive a
letter from _______________, certified public accountants, satisfactory in
form and substance to the Company and its counsel, to the effect that such
accountants have performed certain specified procedures, all of which have
been agreed to by the Company, as a result of which they determined that
all information that is included in the Computational Materials (if any)
provided by the Underwriter to the Company for filing on Form 8-K, as
provided in Section 4.2 and this Section 5.9, is accurate without
exception. The foregoing letter shall be at the sole expense of the
Underwriter. The Company shall file any corrected Computational Materials
described in Section 4.2(f) as soon as practicable following receipt
thereof. The Company also will file with the Commission within fifteen days
of the issuance of the Certificates a Current Report on Form 8-K (for
purposes of filing the Pooling and Servicing Agreement).
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6. CONDITIONS TO THE OBLIGATIONS OF THE UNDERWRITER. The Underwriter's
obligation to purchase the Certificates shall be subject to the following
conditions:
6.1 No stop order suspending the effectiveness of the Registration
Statement shall be in effect, and no proceedings for that purpose shall be
pending or, to the knowledge of the Company, threatened by the Commission;
and the Prospectus Supplement shall have been filed or transmitted for
filing, by means reasonably calculated to result in a filing with the
Commission pursuant to Rule 424(b) under the Act.
6.2 Since _________ 1, ____ there shall have been no material adverse
change (not in the ordinary course of business) in the condition of the
Company.
6.3 The Company shall have delivered to you a certificate, dated the
Closing Date, of the President, a Senior Vice President or a Vice President
of the Company to the effect that the signer of such certificate has
examined this Agreement, the Prospectus, the Pooling and Servicing
Agreement and various other closing documents, and that, to the best of his
or her knowledge after reasonable investigation:
(a) the representations and warranties of the Company in this
Agreement and in the Pooling and Servicing Agreement are true and
correct in all material respects; and
(b) the Company has, in all material respects, complied with all
the agreements and satisfied all the conditions on its part to be
performed or satisfied hereunder at or prior to the Closing Date.
6.4 You shall have received the opinions of Xxxxxxx Xxxxxxxx & Xxxx,
counsel for the Company and the Master Servicer, dated the Closing Date and
substantially to the effect set forth in Exhibit A-1 and Exhibit A-2, and
the opinion of [counsel to Master Servicer], dated the Closing Date and
substantially to the effect set forth in Exhibit B.
6.5 You shall have received from ________________________, counsel for
the Underwriter, an opinion dated the Closing Date in form and substance
satisfactory to the Underwriter.
6.6 The Underwriter shall have received from ________________________,
certified public accountants, a letter dated the date hereof and
satisfactory in form and substance to the Underwriter and the Underwriter's
counsel, to the effect that they have performed certain specified
procedures, all of which have been agreed to by the Underwriter, as a
result of which they determined that certain information of an accounting,
financial or statistical nature set forth in the Prospectus Supplement
under the captions "Description of the Mortgage Pool", "Pooling and
Servicing Agreement", "Description of the Certificates" and "Certain Yield
and Prepayment
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Considerations" agrees with the records of the Company excluding any
questions of legal interpreta tion.
6.7 The Certificates shall have been rated "AAA" by [Standard & Poor's
Ratings Services] and [Fitch Ratings]
6.8 You shall have received the opinion of [Trustee's Counsel], dated
the Closing Date, substantially to the effect set forth in Exhibit C.
6.9 You shall have received from Xxxxxxx Xxxxxxxx & Xxxx, counsel to
the Company, reliance letters with respect to any opinions delivered to
Standard & Poor's Ratings Services and Fitch Ratings.
The Company will furnish you with conformed copies of the above opinions,
certificates, letters and documents as you reasonably request.
7. INDEMNIFICATION AND CONTRIBUTION.
7.1 The Company agrees to indemnify and hold harmless you and each
person, if any, who controls you within the meaning of either Section 15 of
the Act or Section 20 of the Securities Exchange Act of 1934, from and
against any and all losses, claims, damages and liabilities caused by any
untrue statement or alleged untrue statement of a material fact contained
in the Registration Statement for the registration of the Certificates as
originally filed or in any amendment thereof or other filing incorporated
by reference therein, or in the Prospectus or incorporated by reference
therein (if used within the period set forth in Section 5.3 hereof and as
amended or supplemented if the Company shall have furnished any amendments
or supplements thereto), or caused by any omission or alleged omission to
state therein a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they
were made, not misleading, except insofar as such losses, claims, damages,
or liabilities are caused by any such untrue statement or omission or
alleged untrue statement or omission based upon any information with
respect to which the Underwriter has agreed to indemnify the Company
pursuant to Section 7.2; provided, that neither the Company, or you will be
liable in any case to the extent that any such loss, claim, damage or
liability arises out of or is based upon any such untrue statement or
alleged untrue statement or omission or alleged omission made therein
relating to the Excluded Information.
7.2 You agree to indemnify and hold harmless the Company, its
directors or officers and any person controlling the Company to the same
extent as the indemnity set forth in clause 7.1 above from the Company to
you, but only with respect to (i) the Underwriter Information and (ii) the
Computational Materials and ABS Term Sheets, except to the extent of any
errors in the Computational Materials or ABS Term Sheets that are caused by
errors in the Pool Information. In addition, you agree to indemnify and
hold harmless the Company its directors or officers and any person
controlling the Company against
-13-
any and all losses, claims, damages, liabilities and expenses (including,
without limitation, reasonable attorneys' fees) caused by, resulting from,
relating to, or based upon any legend regarding original issue discount on
any Certificate resulting from incorrect information provided by the
Underwriter in the certificates described in Section 4.3 hereof.
7.3 In case any proceeding (including any governmental investigation)
shall be instituted involving any person in respect of which indemnity may
be sought pursuant to either clause 7.1 or 7.2, such person (the
"indemnified party") shall promptly notify the person against whom such
indemnity may be sought (the "indemnifying party") in writing and the
indemnifying party, upon request of the indemnified party, shall retain
counsel reasonably satisfactory to the indemnified party to represent the
indemnified party and any others the indemnifying party may designate in
such proceeding and shall pay the reasonable fees and disbursements of such
counsel related to such proceeding. In any such proceeding, any indemnified
party shall have the right to retain its own counsel, but the reasonable
fees and expenses of such counsel shall be at the expense of such
indemnified party unless (i) the indemnifying party and the indemnified
party shall have mutually agreed to the retention of such counsel or (ii)
the named parties to any such proceeding (including any impleaded parties)
include both the indemnifying party and the indemnified party and
representation of both parties by the same counsel would be inappropriate
due to actual or potential differing interests between them. It is
understood that the indemnifying party shall not, in connection with any
proceeding or related proceedings in the same jurisdiction, be liable for
the reasonable fees and expenses of more than one separate firm for all
such indemnified parties. Such firm shall be designated in writing by you,
in the case of parties indemnified pursuant to clause 7.1 and by the
Company, in the case of parties indemnified pursuant to clause 7.2. The
indemnifying party may, at its option, at any time upon written notice to
the indemnified party, assume the defense of any proceeding and may
designate counsel reasonably satisfactory to the indemnified party in
connection therewith provided that the counsel so designated would have no
actual or potential conflict of interest in connection with such
representation. Unless it shall assume the defense of any proceeding the
indemnifying party shall not be liable for any settlement of any
proceeding, effected without its written consent, but if settled with such
consent or if there be a final judgment for the plaintiff, the indemnifying
party agrees to indemnify the indemnified party from and against any loss
or liability by reason of such settlement or judgment. If the indemnifying
party assumes the defense of any proceeding, it shall be entitled to settle
such proceeding with the consent of the indemnified party or, if such
settlement provides for release of the indemnified party in connection with
all matters relating to the proceeding which have been asserted against the
indemnified party in such proceeding by the other parties to such
settlement, without the consent of the indemnified party.
7.4 If the indemnification provided for in this Section 7 is
unavailable to an indemnified party under clause 7.1 or 7.2 hereof or
insufficient in respect of any losses, claims, damages or liabilities
referred to therein, then the
-14-
indemnifying party, in lieu of indemnifying such indemnified party, shall
contribute to the amount paid or payable by such indemnified party as a
result of such losses, claims, damages or liabilities, in such proportion
as is appropriate to reflect not only the relative benefits received by the
Company on the one hand and the Underwriter on the other from the offering
of the Certificates but also the relative fault of the Company on the one
hand and of the Underwriter, on the other in connection with the statements
or omissions which resulted in such losses, claims, damages or liabilities,
as well as any other relevant equitable considerations. The relative fault
of the Company on the one hand and of the Underwriter on the other shall be
determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the
Company or by the Underwriter, and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such statement
or omission. 7.5 The Company and the Underwriter agree that it would not be
just and equitable if contribution pursuant to this Section 7 were
determined by pro rata allocation or by any other method of allocation
which does not take account of the considerations referred to in clause
7.4, above. The amount paid or payable by an indemnified party as a result
of the losses, claims, damages and liabilities referred to in this Section
7 shall be deemed to include, subject to the limitations set forth above,
any legal or other expenses reasonably incurred by such indemnified party
in connection with investigating or defending any such action or claim
except where the indemnified party is required to bear such expenses
pursuant to clause 7.4; which expenses the indemnifying party shall pay as
and when incurred, at the request of the indemnified party, to the extent
that the indemnifying party believes that it will be ultimately obligated
to pay such expenses. In the event that any expenses so paid by the
indemnifying party are subsequently determined to not be required to be
borne by the indemnifying party hereunder, the party which received such
payment shall promptly refund the amount so paid to the party which made
such payment. No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation.
7.6 The indemnity and contribution agreements contained in this
Section 7 and the representations and warranties of the Company in this
Agreement shall remain operative and in full force and effect regardless of
(i) any termination of this Agreement, (ii) any investigation made by the
Underwriter or on behalf of the Underwriter or any person controlling the
Underwriter or by or on behalf of the Company and its respective directors
or officers or any person controlling the Company and (iii) acceptance of
and payment for any of the Certificates.
-15-
8. TERMINATION. This Agreement shall be subject to termination by notice
given to the Company, if the sale of the Certificates provided for herein is not
consummated because of any failure or refusal on the part of the Company to
comply with the terms or to fulfill any of the conditions of this Agreement, or
if for any reason the Company shall be unable to perform their respective
obligations under this Agreement. If you terminate this Agreement in accordance
with this Section 8, the Company will reimburse you for all reasonable
out-of-pocket expenses (including reasonable fees and disbursements of counsel)
that shall have been reasonably incurred by the Underwriter in connection with
the proposed purchase and sale of the Certificates.
9. CERTAIN REPRESENTATIONS AND INDEMNITIES TO SURVIVE. The respective
agreements, representations, warranties, indemnities and other statements of the
Company or the officers of the Company, and you set forth in or made pursuant to
this Agreement will remain in full force and effect, regardless of any
investigation, or statement as to the results thereof, made by you or on your
behalf or made by or on behalf of the Company or any of its officers, directors
or controlling persons, and will survive delivery of and payment for the
Certificates.
10. NOTICES. All communications hereunder will be in writing and effective
only on receipt, and, if sent to the Underwriter will be mailed, delivered or
telegraphed and confirmed to you at ___________________________________________,
Attention: ____________________________ or if sent to the Company, will be
mailed, delivered or telegraphed and confirmed to it at Citigroup Mortgage Loan
Trust Inc., ____________________.
11. SUCCESSORS. This Agreement will inure to the benefit of and be binding
upon the parties hereto and their respective successors and the officers and
directors and controlling persons referred to in Section 7 hereof, and their
successors and assigns, and no other person will have any right or obligation
hereunder.
12. APPLICABLE LAW. This Agreement will be governed by and construed in
accordance with the laws of the State of New York.
13. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, which taken together
shall constitute one and the same instrument.
-16-
If the foregoing is in accordance with your understanding of our agreement,
please sign and return to us a counterpart hereof, whereupon this letter and
your acceptance shall represent a binding agreement between the Company and you.
Very truly yours,
CITIGROUP MORTGAGE LOAN TRUST INC.
By:___________________________
Name:
Title:
The foregoing Underwriting Agreement is hereby confirmed and accepted as of the
date first above written.
______________________________
By:___________________________
Name:
Title:
-17-
EXHIBIT A-1
[XXXXXXX XXXXXXXX & XXXX LETTERHEAD]
_________________,_____
Citigroup Mortgage Loan Trust Inc. [Underwriter]
000 Xxxxxxxxx Xxxxxx ___________________________
New York, New York 10019 ___________________________
[Name of Master Servicer] [TRUSTEE]
[Address of Master Servicer] ___________________________
___________________________
Opinion: Underwriters Agreement
Citigroup Mortgage Loan Trust Inc.
Citigroup Mortgage Pass-Through Certificates, Series
Ladies and Gentlemen:
We have acted as counsel to Citigroup Mortgage Loan Trust Inc. (the
"Company") and [Name of Master Servicer] (the "Master Servicer") in connection
with the issuance and sale by the Company of Citigroup Mortgage Pass-Through
Certificates, Series ____- ____ (the "Certificates"), pursuant to the Pooling
and Servicing Agreement, dated as of _______________ 1, ____ (the "Pooling and
Servicing Agreement"), among the Company, the Master Servicer and
___________________, as trustee (the "Trustee"). The Certificates consist of
____________ classes designated as Class A and Class R (collectively, the
"Senior Certificates") and ____________ classes of subordinated certificates
designated as Class M and Class B. Only the Senior Certificates and the Class M
Certificates (collectively, the "Offered Certificates") are being offered under
the Prospectus, ________, and the Prospectus Supplement, the Prospectus
Supplement together with the Prospectus, the "Prospectus")
The Senior Certificates in the aggregate and the Class M Certificates will
evidence initial undivided ownership interests, in a trust fund (the "Trust
Fund") consisting primarily of a pool of one- to four-family first mortgage
loans (the "Mortgage Loans") held by ______________________________
______________, as custodian (the "Custodian"), pursuant to the Custodial
Agreement, dated as of _______________ 1, ____, among the Company, the Master
Servicer, the Custodian and the Trustee (the "Custodial Agreement").
______________________ (the "Purchaser") acquired the
Citigroup Mortgage Loan Trust Inc.
Series __________________
_________________ ____, ________
Mortgage Loans through its mortgage loan purchase program from various
seller/servicers. The Purchaser transferred the Mortgage Loans to the Company
pursuant to the Assignment and Assumption Agreement, dated _________ __, ____
(the "Assignment and Assumption Agreement"), in exchange for immediately
available funds, and the Class M and Class B Certificates. The Company will sell
the Class A and the Class R Certificates other than a DE MINIMIS portion thereof
(the "Underwritten Certificates") to _______________________ (the
"Underwriter"), pursuant to the Underwriting Agreement, dated _____________ __,
____, between the Company and the Underwriter (the "Underwriting Agreement"; the
Pooling and Servicing Agreement, the Custodial Agreement, the Underwriting
Agreement and the Assignment and Assumption Agreement, collectively, the
"Agreements"). Capitalized terms not defined herein have the meanings ascribed
to them in the Agreements. This opinion letter is rendered pursuant to Section
6.4 of the Underwriting Agreement.
In rendering this opinion letter, we have examined the documents described
above and such other documents as we have deemed necessary including, where we
have deemed appropriate, representations or certifications of officers of
parties thereto or public officials. In rendering this opinion letter, except
for the matters that are specifically addressed in the opinions expressed below,
we have assumed (i) the authenticity of all documents submitted to us as
originals and the conformity to the originals of all documents submitted to us
as copies, (ii) the necessary entity formation and continuing existence in the
jurisdiction of formation, and the necessary licensing and qualification in all
jurisdictions, of all parties to all documents, (iii) the necessary
authorization, execution, delivery and enforceability of all documents, and the
necessary entity power with respect thereto and (iv) that there is not any other
agreement that modifies or supplements the agreements expressed in the documents
to which this opinion letter relates and that renders any of the opinions
expressed below inconsistent with such documents as so modified or supplemented.
In rendering this opinion letter, we have made no inquiry, have conducted no
investigation and assume no responsibility with respect to (a) the accuracy of
and compliance by the parties thereto with the representations, warranties and
covenants contained in any document or (b) the conformity of the underlying
assets and related documents to the requirements of the agreements to which this
opinion letter relates.
Our opinions set forth below with respect to the enforceability of any
right or obligation under any agreement are subject to (i) general principles of
equity, including concepts of materiality, reasonableness, good faith and fair
dealings and the possible unavailability of specific performance and injunctive
relief, regardless of whether considered in a proceeding in equity or at law,
(ii) the effect of certain laws, regulations and judicial and other decisions
upon the availability and enforceability of certain covenants, remedies and
other provisions, including the remedies of specific performance and self-help
and provisions imposing penalties and forfeitures and waiving objections to
venue and forum, (iii) bankruptcy, insolvency, receivership, reorganization,
liquidation, voidable preference, fraudulent conveyance and transfer, moratorium
and other similar laws affecting the rights of creditors or secured parties and
(iv) public policy
A-1-2
considerations underlying the securities laws, to the extent that such public
policy considerations limit the enforceability of the provisions of any
agreement which purport or are construed to provide indemnification with respect
to securities law violations. Wherever we indicate that our opinion with respect
to the existence or absence of facts is based on our knowledge, our opinion is
based solely on the current actual knowledge of the attorneys in this firm who
are involved in the representation of parties to the transactions described
herein. In that regard we have conducted no special or independent investigation
of factual matters in connection with this opinion letter.
In rendering this opinion letter, we do not express any opinion concerning
any law other than the federal laws of the United States, the laws of the State
of New York and the General Corporation Law of the State of Delaware. We do not
express any opinion with respect to the securities laws of any jurisdiction or
any other matter not specifically addressed in the opinions expressed below.
Based upon and subject to the foregoing, it is our opinion that:
1. The Registration Statement has become effective under the 1933 Act, and,
to our knowledge, no stop order suspending the effectiveness of the Registration
Statement has been issued and not withdrawn, and no proceedings for that purpose
have been instituted or threatened under Section 8(d) of the 1933 Act.
2. The Registration Statement as of the date of the Prospectus Supplement
and the date hereof, and the Prospectus as of the date of the Prospectus
Supplement and the date hereof, other than any financial or statistical
information, Computational Materials and ABS Term Sheets contained or
incorporated by reference therein, as to which we express no opinion herein,
complied as to form in all material respects with the requirements of the Act
and the applicable rules and regulations thereunder.
3. To our knowledge, there are no material contracts, indentures or other
documents of a character required to be described or referred to in either the
Registration Statement or the Prospectus or to be filed as exhibits to the
Registration Statement, other than Computational Materials and ABS Term Sheets
as to which we express no opinion herein, and those described or referred to
therein or filed or incorporated by reference as exhibits thereto.
4. The statements made in the Prospectus under the heading "Description of
the Securities," insofar as such statements purport to summarize certain
provisions of the Offered Certificates and the Pooling and Servicing Agreement,
provide a fair summary of such provisions. The statements made in the Basic
Prospectus and the Prospectus Supplement, as the case may be, under the headings
"Federal Income Tax Consequences," "Certain Legal Aspects of Mortgage
Loans-Applicability of Usury Laws" and "-Alternative Mortgage Instruments" and
"ERISA Considerations," to the extent that they constitute matters of State of
New York or federal law or legal conclusions with respect thereto, while not
purporting to discuss all possible
A-1-3
consequences of investment in the Offered Certificates, are correct in all
material respects with respect to those consequences or matters that are
discussed therein.
5. The Offered Certificates, assuming the execution, authentication and
delivery thereof in accordance with the Pooling and Servicing Agreement and the
delivery thereof and payment therefor in accordance with the Underwriting
Agreement, are validly issued and outstanding and are entitled to the benefits
of the Pooling and Servicing Agreement.
6. The Pooling and Servicing Agreement is not required to be qualified
under the Trust Indenture Act of 1939, as amended. The Trust Fund created by the
Pooling and Servicing Agreement is not an "investment company" or "controlled
by" an "investment company" within the meaning of the Investment Company Act of
1940, as amended.
7. The Class A Certificates will be "mortgage related securities" as
defined in Section 3(a)(41) of the 1934 Act, as amended, so long as such class
is rated in one of the two highest rating categories by at least one "nationally
recognized statistical rating organization" as that term is used in that
Section.
8. Assuming compliance with the provisions of the Pooling and Servicing
Agreement, for federal income tax purposes, REMIC I and REMIC II will each
qualify as a real estate mortgage investment conduit ("REMIC") within the
meaning of Sections 860A through 860G (the "REMIC Provisions") of the Internal
Revenue Code of 1986, the Class R-I Certificates will constitute the sole class
of "residual interests" in REMIC I, each class of Offered Certificates will
represent ownership of "regular interests" in REMIC II and will generally be
treated as debt instruments of REMIC II and the Class R-II Certificates will
constitute the sole class of "residual certificates" in REMIC II, within the
meaning of the REMIC Provisions in effect on the date hereof.
9. Assuming compliance with the provisions of the Pooling and Servicing
Agreement, for City and State of New York income and corporation franchise tax
purposes, REMIC I and REMIC II will each be classified as a REMIC and not as a
corporation, partnership or trust, in conformity with the federal income tax
treatment of the Trust Fund. Accordingly, REMIC I and REMIC II will be exempt
from all City and State of New York taxation imposed on its income, franchise or
capital stock, and its assets will not be included in the calculation of any
franchise tax liability.
This opinion letter is rendered for the sole benefit of each addressee
hereof, and no other person or entity is entitled to rely hereon. Copies of this
opinion letter may not be made available, and this opinion letter may not be
quoted or referred to in any other document made available, to any other person
or entity except to (i) any applicable rating agency, credit enhancer or
governmental authority, (ii) any accountant or attorney for any person or entity
entitled hereunder to rely hereon or to whom or which this opinion letter may be
made available as provided herein or (iii) as otherwise required by law.
A-1-4
Citigroup Mortgage Loan Trust Inc.
Series __________________
_________________ ____, ________
Very truly yours,
XXXXXXX XXXXXXXX & XXXX
By
A-1-5
EXHIBIT A-2
[XXXXXXX XXXXXXXX & XXXX LETTERHEAD]
____________________,______
Supplemental Letter:
Citigroup Mortgage Loan Trust Inc.
Citigroup Mortgage Pass-Through Certificates, Series ____-_____
Ladies and Gentlemen:
We have acted as counsel to Citigroup Mortgage Loan Trust Inc. (the
"Company") and [Name of Master Servicer] (the "Master Servicer") in connection
with the issuance and sale by the Company of Citigroup Mortgage Pass-Through
Certificates, Series ____- ____ (the "Certificates"), pursuant to the Pooling
and Servicing Agreement, dated as of _______________ 1, ____ (the "Pooling and
Servicing Agreement"), among the Company, the Master Servicer and
___________________, as trustee (the "Trustee"). The Certificates consist of
____________ classes designated as Class A and Class R (collectively, the
"Senior Certificates") and ____________ classes of subordinated certificates
designated as Class M and Class B. Only the Senior Certificates and the Class M
Certificates (collectively, the "Offered Certificates") are being offered under
the Prospectus, ________, and the Prospectus Supplement, the Prospectus
Supplement together with the Prospectus, the "Prospectus")
The Senior Certificates in the aggregate and the Class M Certificates
will evidence initial undivided ownership interests, in a trust fund (the "Trust
Fund") consisting primarily of a pool of one- to four-family first mortgage
loans (the "Mortgage Loans") held by ______________________________
______________, as custodian (the "Custodian"), pursuant to the Custodial
Agreement, dated as of _______________ 1, ____, among the Company, the Master
Servicer, the Custodian and the Trustee (the "Custodial Agreement").
____________________________________ (the "Purchaser") acquired the Mortgage
Loans through its mortgage loan purchase program from various seller/servicers.
The Purchaser transferred the Mortgage Loans to the Company pursuant to the
Assignment and Assumption Agreement, dated _________ __, ____ (the "Assignment
and Assumption Agreement"), in exchange for immediately available funds, and the
Class M and Class B Certificates. The Company will sell the Class A and the
Class R Certificates other than a de minimis portion thereof (the "Underwritten
Certificates") to _______________________ (the "Underwriter"), pursuant to the
Underwriting Agreement, dated _____________ __, ____, between the Company and
the Underwriter (the "Underwriting Agreement"; the Pooling and Servicing
Agreement, the
Citigroup Mortgage Loan Trust Inc.
[Underwriter]
[Trustee]
_______________ _____, ________
Custodial Agreement, the Underwriting Agreement and the Assignment and
Assumption Agreement, collectively, the "Agreements"). Capitalized terms not
defined herein have the meanings ascribed to them in the Agreements. This
opinion letter is rendered pursuant to Section 6.4 of the Underwriting
Agreement.
The primary purpose of our professional engagement was to advise with
respect to legal matters and not to establish factual matters. Many
determinations involved in the preparation of the Prospectus Supplement were
factual. However, at the request of the Seller we reviewed the information
contained in the Prospectus Supplement (other than the information presented in
tabular form) under the captions "SUMMARY OF PROSPECTUS SUPPLEMENT - THE
MORTGAGE LOANS," "RISK FACTORS" and "THE MORTGAGE POOL" (collectively, the
"Information"). We were not engaged to and did not review any other portion of
the Prospectus Supplement or any portion of the Prospectus, and we did not
prepare any of the documents evidencing, or close, any of the Mortgage Loans.
We have not otherwise undertaken any procedures that were intended or
likely to elicit information concerning the accuracy, completeness or fairness
of the Information other than as provided below. We are not otherwise advising
in this letter with respect to the accuracy, completeness or fairness of
statistical, accounting or other financial information contained in the
Information or not contained in the Information and from which the Information
was derived. It is our position that we are not "experts" within the meaning of
Section 11 of the Securities Act of 1933, or "persons" within the meaning of
Section 11(a)(4) thereof, with respect to any portion of the Prospectus
Supplement or the Prospectus, including without limitation such accounting,
financial and statistical information.
Based upon and subject to the foregoing, this is to inform you that no
information has come to the attention of the attorneys in this firm who are
involved in the representation of the Seller in this matter that causes us to
believe that the Information, as of the date of the Prospectus Supplement or
hereof, contained or contains any untrue statement of a material fact or omitted
or omits 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.
This letter is rendered for the sole benefit of each addressee hereof,
and no other person or entity is entitled to rely hereon. Copies of this letter
may not be made available, and this letter may not be quoted or referred to in
any other document made available, to any other person or entity except to (i)
any applicable rating agency, credit enhancer or governmental authority, (ii)
any accountant or attorney for any person or entity entitled hereunder to rely
hereon or to whom or which this letter may be made available as provided herein
or (iii) as otherwise required by law.
A-2-2
Citigroup Mortgage Loan Trust Inc.
[Underwriter]
[Trustee]
_______________ _____, ________
Very truly yours,
XXXXXXX XXXXXXXX & XXXX
By
A-2-3
EXHIBIT B
[COUNSEL TO MASTER SERVICER LETTERHEAD]
____________________, _______
[TRUSTEE]
_______________________
_______________________
[UNDERWRITER]
_______________________
_______________________
Citigroup Mortgage Loan Trust Inc.
Citigroup Mortgage Pass-Through Certificates, Series ____-____
Ladies and Gentlemen:
We have acted as counsel to Citigroup Mortgage Loan Trust Inc. (the
"Company") and [Name of Master Servicer] (the "Master Servicer") in connection
with the issuance and sale by the Company of Citigroup Mortgage Pass-Through
Certificates, Series ____- ____ (the "Certificates"), pursuant to the Pooling
and Servicing Agreement, dated as of _______________ 1, ____ (the "Pooling and
Servicing Agreement"), among the Company, the Master Servicer and
___________________, as trustee (the "Trustee"). The Certificates consist of
____________ classes designated as Class A and Class R (collectively, the
"Senior Certificates") and ____________ classes of subordinated certificates
designated as Class M and Class B. Only the Senior Certificates and the Class M
Certificates (collectively, the "Offered Certificates") are being offered under
the Prospectus, ________, and the Prospectus Supplement, the Prospectus
Supplement together with the Prospectus, the "Prospectus")
The Senior Certificates in the aggregate and the Class M Certificates
will evidence initial undivided ownership interests, in a trust fund (the "Trust
Fund") consisting primarily of a pool of one- to four-family first mortgage
loans (the "Mortgage Loans") held by ______________________________
______________, as custodian (the "Custodian"), pursuant to the Custodial
Agreement, dated as of _______________ 1, ____, among the Company, the Master
Servicer, the Custodian and the Trustee (the "Custodial Agreement").
____________________________________ (the "Purchaser") acquired the Mortgage
Loans through its mortgage loan purchase program from various seller/servicers.
The Purchaser transferred the Mortgage Loans to the Company pursuant to the
Assignment and Assumption Agreement, dated _________ __, ____ (the "Assignment
and Assumption Agreement"), in exchange for immediately available funds, and the
Class M and Class B Certificates. The Company will sell the Class A and
[Trustee]
[Underwriter]
______________, ________
the Class R Certificates other than a de minimis portion thereof (the
"Underwritten Certificates") to _______________________ (the "Underwriter"),
pursuant to the Underwriting Agreement, dated _____________ __, ____, between
the Company and the Underwriter (the "Underwriting Agreement"; the Pooling and
Servicing Agreement, the Custodial Agreement, the Underwriting Agreement and the
Assignment and Assumption Agreement, collectively, the "Agreements").
Capitalized terms not defined herein have the meanings ascribed to them in the
Agreements. This opinion letter is rendered pursuant to Section 6.4 of the
Underwriting Agreement.
Based upon and stated in the foregoing, we are of the opinion that:
1. The Company and the Master Servicer are duly incorporated and are
validly existing as corporations in good standing under the laws of the State of
Delaware and the State of __________, respectively, and each has the requisite
power and authority, corporate or other, to own its properties and conduct its
business, as presently conducted by it, and to enter into and perform its
obligations under the Agreements.
2. Each of the Agreements has been duly and validly authorized,
executed and delivered by the Company and the Master Servicer and, upon due
authorization, execution and delivery by other parties thereto, will constitute
the valid, legal and binding agreements of the Company and the Master Servicer,
enforceable against the Company and the Master Servicer in accordance with its
terms.
3. No consent, approval, authorization or order of the State of
__________ or federal court or governmental agency or body is required for the
consummation by the Company or the Master Servicer of the transactions
contemplated by the terms of the Agreements, except for those consents,
approvals, authorizations or orders which previously have been obtained.
4. Neither the sale, issuance and delivery of the Underwritten
Certificates as provided in the Agreements, nor the consummation of any other of
the transactions contemplated by, or the fulfillment of any other of the terms
of, the Agreements, will result in a breach of any term or provision of the
charter or bylaws of the Company or the Master Servicer or any State of
Minnesota or federal statute or regulation or conflict with, result in a breach,
violation or acceleration of or constitute a default under the terms of any
indenture or other material agreement or instrument to which the Company or the
Master Servicer is a party or by which it is bound or any order or regulation of
any State of Minnesota or federal court, regulatory body, administrative agency
or governmental body having jurisdiction over the Company or the Master
Servicer.
Very truly yours,
COUNSEL TO MASTER SERVICER
B-2
EXHIBIT C
[TRUSTEE'S COUNSEL'S LETTERHEAD]
______________________, _____
[UNDERWRITER] [Name of Master Servicer]
_____________________ Address of Master Servicer]
_____________________
Citigroup Mortgage Loan Trust Inc. [TRUSTEE]
000 Xxxxxxxxx Xxxxxx _________________________
New York, New York 10019 _________________________
Re: Citigroup Mortgage Loan Trust Inc.
Citigroup Mortgage Pass-Through Certificates, Series ___-____
Ladies and Gentlemen:
In connection with the issuance of the above-referenced Certificates
pursuant to the Pooling and Servicing Agreement, dated as of ____________ 1,
_____ (the "Pooling and Servicing Agreement"), among Citigroup Mortgage Loan
Trust Inc., as Company, [Name of Master Servicer], as Master Servicer and
_____________________, as Trustee (the "Trustee"), we have been asked to furnish
this opinion. Capitalized terms used but not defined herein shall have the
meanings ascribed to such terms in the Pooling and Servicing Agreement.
In arriving at the opinions expressed below, we have examined and
relied upon the originals or copies, certified or otherwise identified to our
satisfaction, of the Pooling and Servicing Agreement and of such documents,
instruments and certificates, and we have made such investigations of law, as we
have deemed appropriate as the basis for the opinions expressed below. We have
assumed but have not verified that the signatures on all documents that we have
examined are genuine and that each person signing each such document was duly
authorized to sign such document on behalf of the person or entity purported to
be bound thereby.
Based on the foregoing, we are of the opinion that:
1. The Trustee has full corporate power and authority to execute and
deliver the Pooling and Servicing Agreement, the Custodial Agreement and the
Certificates and
Citigroup Mortgage Loan Trust Inc.
______________ _____, ________
to perform its obligations under the Pooling and Servicing Agreement and the
Custodial Agreement.
2. Each of the Pooling and Servicing Agreement and the Custodial
Agreement has been duly authorized, executed and delivered by the Trustee, and
the Trustee has duly executed and delivered the Certificates as provided in the
Pooling and Servicing Agreement.
3. The Pooling and Servicing Agreement is a legal, valid and binding
obligation of the Trustee, enforceable against the Trustee in accordance with
its terms, subject to applicable bankruptcy, insolvency, reorganization,
moratorium, receivership and similar laws affecting the rights of creditors
generally, and subject, as to enforceability, to general principles of equity,
regardless of whether such enforcement is considered in a proceeding at law or
in equity.
4. In the event that the Master Servicer defaults in its obligation to
make Advances pursuant to Section 4.03(b) of the Pooling and Servicing
Agreement, the Trustee is not, as of the date hereof, prohibited by any
provision of its Restated Organization Certificate or By-Laws or by any
provision of the banking and trust laws of the State of New York from assuming,
pursuant to Section 7.02 of the Pooling and Servicing Agreement, the obligation
to make such Advances.
We express no opinion as to the laws of any jurisdiction other than the
laws of the State of New York.
We are furnishing this opinion to you solely for your benefit. This
opinion may not be used, circulated, quoted or otherwise referred to for any
other purpose.
Very truly yours,
________________________
C-2
EXHIBIT D
EXHIBIT E
Excluded Information
EXHIBIT F
Underwriter Information
EXHIBIT G
_____________________, ______
Citigroup Mortgage Loan Trust Inc.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Citigroup Mortgage Loan Trust Inc.
Citigroup Mortgage Pass-Through Certificates,
Series __-______, Class A and Class R ______
Pursuant to Section 4 of the Underwriting Agreement, dated
_______________, ____, between Citigroup Mortgage Loan Trust Inc. and
________________________ (the "Underwriter") relating to the Certificates
referenced above (the "Underwriting Agreement"), the undersigned does hereby
certify that:
(a) The prepayment assumption used in pricing the Certificates was
______% SPA.
(b) Set forth below is (i), the first price, as a percentage of the
principal balance of each class of Certificates, at which 10% of the aggregate
principal balance of each such class of Certificates was sold to the public at a
single price, if applicable, or (ii) if more than 10% of a class of Certificates
have been sold to the public but no single price is paid for at least 10% of the
aggregate principal balance of such class of Certificates, then the weighted
average price at which the Certificates of such class were sold expressed as a
percentage of the principal balance of such class of Certificates, or (iii) if
less than 10% of the aggregate principal balance of a class of Certificates has
been sold to the public, the purchase price for each such class of Certificates
paid by the Underwriter expressed as a percentage of the principal balance of
such class of Certificates calculated by: (1) estimating the fair market value
of each such class of Certificates as of __________________, _____; (2) adding
such estimated fair market value to the aggregate purchase price of each class
of Certificates described in clause (i) or (ii) above; (3) dividing each of the
fair market values determined in clause (1) by the sum obtained in clause (2);
(4) multiplying the quotient obtained for each class of Certificates in clause
(3) by the purchase price paid by the Underwriter for all the Certificates; and
(5) for each class of Certificates, dividing the product obtained from such
class of Certificates in clause (4) by the original principal balance of such
class of Certificates:
Class A: __________________
Class R: __________________
[* less than 10% has been sold to the public]
The prices set forth above do not include accrued interest with respect to
periods before closing.
_______________________________
By:____________________________
Name:__________________________
Title:_________________________
G-2
EXHIBIT I
[Form of Legend]
