EXHIBIT 1.1
CITICORP RESIDENTIAL MORTGAGE SECURITIES, INC.
Citicorp Residential Mortgage Trust, Series 2006-3
REMIC Pass-Through Certificates
Underwriting Agreement
November 16, 2006
To: Citigroup Global Markets Inc., as Representative
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Ladies and Gentlemen:
Citicorp Residential Mortgage Securities, Inc., a Delaware corporation
("CRMSI"), proposes to sell to the underwriters named in Schedule I hereto (the
"Underwriters"), for whom you are acting as representative (the
"Representative"), the offered class A and class M REMIC Pass-Through
Certificates (the "offered certificates") described in Schedule I. The offered
certificates evidence ownership interests in a trust (the "Trust") consisting of
a pool of mortgage loans described in Schedule I (the "mortgage loans") and
related property. The mortgage loans were originated or acquired by the
affiliates of CRMSI 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. CRMSI will elect to treat
the Trust, or one or more segregated pools within the Trust, as one or more real
estate mortgage investment conduits (each a "REMIC") for purposes of federal
income taxation. The offered certificates are to be issued under a pooling and
servicing agreement (the "Pooling Agreement"), dated as of the cut-off date,
among CRMSI, as Depositor, CitiMortgage, Inc. ("CMI"), as Servicer and
Certificate Administrator, U.S. Bank National Association, as Trustee (in such
capacity, the "Trustee"), and Citibank, N.A., as Paying Agent, Authenticating
Agent and Certificate Registrar.
CRMSI, Citicorp Trust Bank, fsb ("CTB"), and the Underwriters 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, CRMSI agrees to sell to
the Underwriters, and the Underwriters agree to purchase from CRMSI, all of the
offered certificates at the purchase price set forth in Schedule I.
2 Delivery and Payment
CRMSI will deliver one or more certificates representing each class of
offered certificates to the Representative for the respective accounts of the
Underwriters at the office, on the date and at the time (the "closing date")
specified in Schedule I against payment by the Underwriters of the applicable
purchase price to or upon the order of CRMSI in the manner provided in Schedule
I. Unless otherwise specified in Schedule I, the offered certificates will be
registered in the name of Cede & Co., as nominee for The Depository Trust
Company ("DTC"), and the interests of beneficial owners of such offered
certificates will be represented by book entries on the records of DTC and its
participants. Definitive Certificates representing the offered certificates will
be available as set forth in Schedule I.
CRMSI will make the offered certificates available for inspection by the
Representative in New York, New York, one business day prior to the closing
date.
3 Registration Statement and Prospectus
(a) CRMSI represents and warrants to the Underwriters that CRMSI has filed
a registration statement (File No. 333-132319), 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. CRMSI further represents and warrants to the Underwriters that CRMSI
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
Preliminary Prospectus or the Prospectus (each 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 Representative will advise CRMSI of the final structure of the
offered certificates sufficiently in advance of the closing date so that CRMSI
can prepare a final prospectus relating to the offered certificates (the
"Prospectus") for delivery to the Representative no later than the closing date.
CRMSI will use its best efforts to deliver the Prospectus to the Representative
as soon as reasonably practicable following the Representative's advice of the
final structure of the offered certificates. References to the Prospectus at any
time will refer to the Prospectus as amended or supplemented at such time. CRMSI
has prepared a preliminary prospectus dated November 15, 2006 relating to the
offered certificates (the "Preliminary Prospectus"), and has delivered the
Preliminary Prospectus to the Representative. CRMSI will file each of the
Preliminary Prospectus and the Prospectus with the Commission pursuant to and in
conformity with Rule 424(b) under the Securities Act. CRMSI will, prior to the
termination of the offering of the offered certificates (the "offering"),
promptly advise the Representative
(i) when any amendment to the Registration Statement relating to
the offered certificates has become effective or any revision
of or supplement to the Prospectus has been filed,
(ii) of any request by the Commission for an amendment of the
Registration Statement or the Prospectus or for any additional
information with respect thereto,
(iii) 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
(iv) of the receipt by CRMSI of any notification with respect to
the suspension of the qualification of the offered
certificates for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose.
CRMSI 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. CRMSI will not
file, prior to the termination of the offering, any amendment to the
Registration Statement relating to the offered certificates, or any revision of
or supplement to the Prospectus, unless a copy has been furnished to the
Representative for its review prior to filing.
(c) CRMSI represents and warrants to the Underwriters that
(i) the Registration Statement, on each of the date of this
Agreement, the closing date, and the time of sale (as defined
below), the Preliminary Prospectus as of its date and the time
of sale, and the Prospectus as of its date and the closing
date conformed or will conform in all material respects to the
requirements of the Securities Act and the applicable rules
and regulations of the Commission,
(ii) the Registration Statement, as of the date it became
effective, each time of sale and the closing date, did not and
will not contain 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,
(iii) the Preliminary Prospectus, as of its date and as of each time
of sale, did 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 CRMSI
makes no representation or warranty concerning the statements
in Schedule I under the heading "Underwriters' Statements to
be Included in the Prospectus" furnished to CRMSI by or on
behalf of the Underwriters specifically for use in connection
with the preparation of the Preliminary Prospectus and the
Prospectus (the "Underwriter supplied Prospectus
information"), and
(iv) the Prospectus, as of its date and as of the closing date,
does not include and will not include an untrue statement of a
material fact and did not omit 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, except that CRMSI makes no
representation or warranty concerning the Underwriter supplied
Prospectus information.
For purposes of clauses (iii) and (iv) of this section 3(c), the Preliminary
Prospectus and the Prospectus will include static pool information on a website
for which a URL address or hyperlink was provided in the Preliminary Prospectus
or Prospectus, as applicable, but which information is, pursuant to Item 1105(d)
of Regulation AB, not deemed to be part of the Preliminary Prospectus, the
Prospectus or the Registration Statement.
In this agreement, "time of sale" means the time of sale (as such term is used
in Rule 159 under the Securities Act) of offered certificates by an Underwriter
to an investor. The first time of sale occurred at approximately 12:00 p.m. on
November 16, 2006.
(d) Each Underwriter, severally and not jointly, represents and warrants
to CRMSI that
(i) the Underwriter supplied Prospectus information in the
Preliminary Prospectus, as of the date of the Preliminary
Prospectus and as of each time of sale, did 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
are made, not misleading, and
(ii) the Underwriter supplied Prospectus information in the
Prospectus, as of the date of the Prospectus and as of the
closing date, did not include and will not include an untrue
statement of a material fact and did not omit 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 are made, not misleading.
CRMSI acknowledges that the Underwriter supplied Prospectus information
comprises the only written information furnished by or on behalf of the
Underwriters for inclusion in the Preliminary Prospectus or the Prospectus.
(e) If CRMSI or any of the Underwriters determines or becomes aware,
subsequent to a time of sale but prior to the closing date, that the Preliminary
Prospectus, any Traditional Term Sheet (as defined herein) or any Free Writing
Prospectus (as defined herein) delivered to investors prior to the applicable
time of sale, or oral statement made by an Underwriter to an investor prior to
the applicable time of sale, in each case, when considered in conjunction with
all information conveyed at the applicable time of sale, contains an untrue
statement of material fact or omits to state a material fact necessary to make
the statements, in light of the circumstances under which they were made, not
misleading at the time that a contract of sale was entered into, such party
shall notify the other parties hereto, and CRMSI shall, in the case of an untrue
statement or omission in the Preliminary Prospectus, a CRMSI Free Writing
Prospectus (as defined herein), or any ABS ICM (as defined herein) prepared by
CRMSI, and the Underwriters shall, in the case of an Underwriter Free Writing
Prospectus (as defined herein), any ABS ICM prepared by an Underwriter (other
than an Underwriter Free Writing Prospectus), or an oral statement, prepare
updated or new disclosure that corrects the misstatements or omissions in the
information previously given, and the Underwriters shall provide to any person
with whom a Contract of Sale (as defined herein) was entered into (i) such
updated or new disclosure, and (ii) information regarding (A) reformation of the
Contract of Sale and (B) an ability to elect to terminate or not terminate the
prior contract of sale, each as consistent with the Representative's good faith
interpretation of the requirements of Commission Release No. 33-8591; provided,
however, that if CRMSI and the Representative so agree, in lieu of CRMSI or an
Underwriter preparing and the Underwriter delivering, pursuant to clause (i)
above, a corrected Preliminary Prospectus, Traditional Term Sheet, ABS ICM or
Free Writing Prospectus, the Underwriter may provide to any such person with
whom a Contract of Sale was entered into, the Prospectus, along with the
information described in clause (ii) above, in each case consistent with the
Representative's good faith interpretation of the requirements of Commission
Release 33-8591. In the event that the Preliminary Prospectus, any Traditional
Term Sheet, any ABS ICM or any Free Writing Prospectus is, in accordance with
this section 3(e), updated or supplemented by a corrected Preliminary
Prospectus, corrected Traditional Term Sheet, corrected ABS ICM or corrected
Free Writing Prospectus that is delivered to investors or by the Prospectus,
then each reference in this Agreement to the Preliminary Prospectus, such
Traditional Term Sheet, such ABS ICM or such Free Writing Prospectus (including,
without limitation, each representation and warranty by CRMSI or the
Underwriters, as applicable, with respect to misstatements or omissions in such
document) shall refer to such Preliminary Prospectus, such Traditional Term
Sheet, such ABS ICM or such Free Writing Prospectus, as so updated or as
supplemented, and the time of sale shall refer to the time and date on which
such new Contracts of Sale are entered into.
(f) If, at any time when the Prospectus is required to be delivered under
the Securities Act,
(i) 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
(ii) the Prospectus must be revised, amended or supplemented to
comply with the Securities Act or the rules and regulations of
the Commission thereunder,
CRMSI will promptly prepare and file with the Commission a revision, amendment
or supplement that corrects such statement or omission or effects such
compliance. CRMSI will consult with the Representative, to the extent reasonably
practicable, on the preparation of such revision, amendment or supplement.
(g) CRMSI will furnish to the Representative 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.
(h) If the third anniversary of the effective date of the Registration
Statement occurs within three months after the closing date, CRMSI will take
action as necessary to permit the public offering and sale of the offered
certificates as contemplated by this Agreement.
4 Preliminary term sheet, free writing prospectuses and loan tape
(a) CRMSI may (but shall not be obligated to) prepare and deliver to the
Representative, and will promptly file with the Commission, information
constituting a "free writing prospectus" (as defined in Rule 405 under the
Securities Act, a "Free Writing Prospectus") containing some or all of the
following: general information about the offering, the structure of the
transaction (exclusive of a description of the characteristics of any particular
class of offered certificates), the expected parameters of the mortgage loan
pools, the expected subordination levels (+/- 0.5%), transaction parties known
to CRMSI, the material tax and ERISA treatment of the Certificates to the extent
known to CRMSI, 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 CRMSI with the Commission and to the portion
of CRMSI's static pool website containing static pool information required by
Item 1105 of Regulation AB (as determined by CRMSI). Any such Free Writing
Prospectus shall be referred to herein as a "CRMSI Free Writing Prospectus."
CRMSI will promptly deliver to the Representative updated CRMSI 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 any previous CRMSI
Free Writing Prospectuses (if any). References to a CRMSI Free Writing
Prospectus (if any) at any time will refer to the CRMSI Free Writing Prospectus
(if any) most recently delivered to the Representative (including by correction
of static pool information on a website referred to in such CRMSI Free Writing
Prospectus) sufficiently prior to such time as to reasonably permit the
Underwriters to deliver the CRMSI Free Writing Prospectus to the relevant
investor prior to the time of sale.
(b) CRMSI shall provide the Representative with one or more loan tapes
containing "loan level" listings of the mortgage loans, which may contain
"nonpublic personal information" within the meaning of Regulation S-P of the
Commission. The Underwriters acknowledge that, to the extent the listing of the
mortgage loans contains any nonpublic personal information, the Underwriters
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.
(c) CRMSI represents and warrants to the Underwriters that:
(i) Any CRMSI Free Writing Prospectus will (A) contain the legend
required by section (c)(2)(i) of Rule 433 under the Securities
Act, (B) identify the Commission file number of the
Registration Statement or the Commission file serial number of
the Trust, as applicable, and (C) if so required under such
Rule, will be filed with the Commission in accordance with
Rule 433 under the Securities Act.
(ii) At the time of sale, the CRMSI Free Writing Prospectus (if
any), and the loan tape most recently furnished by CRMSI to
the Representative (as supplemented or corrected by CRMSI
sufficiently prior to such time as to reasonably permit the
Underwriters to correct any statement made to an investor in
reliance on the unsupplemented or uncorrected loan tape), did
not include any untrue statement of a material fact or omit to
state a material fact necessary in order to make the
statements therein, in light of the circumstances under which
they were made, not misleading.
(d) (i) An Underwriter may prepare and convey a preliminary term sheet
that consists of information contemplated by the definition of
"ABS informational and computational materials" in Item
1101(a) of Regulation AB under the Securities Act (any such
term sheet "ABS ICM") to a potential investor prior to
entering into a contract of sale within the meaning of Rule
159 under the Securities Act (a "Contract of Sale") with such
investor; provided, however, that such Underwriter shall not
enter into a Contract of Sale with such investor unless the
Underwriter has complied with section 4(g) prior to such
Contract of Sale; provided further that, in the case of any
ABS ICM other than a Traditional Term Sheet (as defined
below), the Underwriter shall convey such ABS ICM only in the
form of a Free Writing Prospectus pursuant to Rule 433 under
the Securities Act and shall not convey such ABS ICM in
reliance on Rules 167 and 426 under the Securities Act; and
provided further that, if such ABS ICM contains any
information that, in the reasonable judgment of CRMSI,
conflicts with the Registration Statement (any such ABS ICM, a
"Traditional Term Sheet"), such Underwriter shall convey such
Traditional Term Sheet in reliance on Rules 167 and 426 under
the Securities Act and shall not convey such Traditional Term
Sheet as a Free Writing Prospectus under Rule 405 or Rule 433
under the Securities Act. The Underwriter shall keep
sufficient records of any conveyance of any ABS ICM to
potential or actual investors and shall maintain such records
as required by the rules and regulations under the Securities
Act.
(ii) In the case of any ABS ICM that contains information of the
type specified in paragraphs (1) or (3) of the definition of
"ABS informational and computational materials" in Item
1101(a) of Regulation AB under the Securities Act (such ABS
ICM, a "Structural Term Sheet") or that constitutes a
Traditional Term Sheet, that an Underwriter proposes to convey
to investors, such Underwriter: (x) shall deliver a copy of
the proposed Traditional Term Sheet or Structural Term Sheet
to CRMSI and its counsel at least one business day prior to
the anticipated first use; (y) shall not convey such
Traditional Term Sheet or Structural Term Sheet if CRMSI or
its counsel reasonably objects thereto; and (z) shall convey
the final form of any such Traditional Term Sheet or
Structural Term Sheet to counsel for CRMSI.
(e) Each Underwriter, severally and not jointly, represents and warrants
to CRMSI that each ABS ICM prepared by such Underwriter and conveyed by such
Underwriter prior to the applicable Contract of Sale, as of the date of such ABS
ICM, did not include an untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements therein, when considered
in conjunction with the Preliminary Prospectus, in the light of the
circumstances under which they are made, not misleading; provided, however, that
such Underwriter makes no representation or warranty to the extent that (i) any
untrue statement or omission was the result of an untrue statement or omission
in any information furnished by CRMSI to the Representative specifically for
inclusion in such ABS ICM (such information, the "Seller Information") that was
not corrected by information subsequently supplied by CRMSI to the
Representative sufficiently prior to the time of sale to reasonably permit the
Underwriters to correct any statement made to an investor in reliance on the
unsupplemented or uncorrected information, or (ii) the pertinent information in
the ABS ICM substantially restates a statement in the Registration Statement,
Preliminary Prospectus, Prospectus or CRMSI Free Writing Prospectus (if any) (a
"Restatement") and does not omit a statement in the Registration Statement,
Preliminary Prospectus, Prospectus or CRMSI Free Writing Prospectus (if any)
necessary to make such Restatement, when considered in conjunction with the ABS
ICM and other information delivered to the prospective investor prior to the
applicable time of sale, in light of the circumstances under which the
Restatement was made, not misleading.
(f) Each Underwriter represents and warrants to CRMSI that any written
communication containing material information about CRMSI or its affiliates or
the offered certificates furnished to a prospective investor by it, other than a
CRMSI Free Writing Prospectus, the Preliminary Prospectus, the Prospectus, the
Registration Statement or any loan tape furnished by CRMSI to the Representative
(i) conformed to the terms and conditions for a communication in
Rule 134 or a free writing prospectus in Rule 433 under the
Securities Act,
(ii) if a Free Writing Prospectus prepared by an Underwriter (any
such Free Writing Prospectus, an "Underwriter Free Writing
Prospectus"), consisted solely of ABS ICM and/or information
relating to the class, size, rating, price, CUSIPs, coupon,
yield, spread, benchmark, status, legal maturity date,
weighted average life, expected final payment date, trade
date, payment window, eligibility to be purchased by ERISA
plans, status of the subscriptions, oversubscription,
allocation, confirmation of sale and expected pricing
parameters of the offered certificates,
(iii) if an Underwriter Free Writing Prospectus other than ABS ICM
referred to in Section 4(e), 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 Preliminary
Prospectus, in light of the circumstances under which they
were made, not misleading, except that no Underwriter makes
any representation or warranty to the extent that (A) any
misstatement or omission was the result of a misstatement or
omission in Seller Information that was not corrected by
information subsequently supplied by CRMSI to the
Representative sufficiently prior to the time of sale as to
reasonably permit the Underwriters to correct any statement
made to the investor in reliance on such unsupplemented or
uncorrected information, or (B) the information is a
Restatement and does not omit a statement in the Registration
Statement, Preliminary Prospectus, Prospectus or CRMSI Free
Writing Prospectus (if any) necessary to make the Restatement,
when considered in conjunction with such Underwriter Free
Writing Prospectus and other information delivered to the
prospective investor prior to the time of sale, in light of
the circumstances under which the Restatement was made, not
misleading, and
(iv) will (A) contain the legend required by section (c)(2)(i) of
Rule 433 or section (b)(2)(iv) of Rule 167, as applicable,
under the Securities Act, (B) identify the Commission file
number of the Registration Statement or the Commission file
serial number of the Trust, as applicable, and (C) if so
required under either such Rule, will be filed with the
Commission in accordance with Section 426 or 433, as
applicable, under the Securities Act.
(g) The Underwriters will not sell, and will obligate each dealer to whom
they sell any offered certificates (which obligation may be in the form of a
trade stipulation and which must name CRMSI as an intended third party
beneficiary) not to sell, any offered certificates to any investor prior to the
time the Prospectus is filed with the Commission unless prior to the time of
sale the applicable Underwriter delivers to the investor the Preliminary
Prospectus and a Free Writing Prospectus containing information with respect to
the pass-through rate and price to investors of the related class of offered
certificates.
(h) (i) Each Underwriter shall deliver to CRMSI each Underwriter Free
Writing Prospectus prepared by such Underwriter that contains
any "issuer information," as defined in Rule 433(h) under the
Act and footnote 271 of Securities Act Release No. 33-8591
("Issuer Information") if such Underwriter Free Writing
Prospectus or the portion thereof consisting of Issuer
Information is required to be filed by CRMSI with the
Securities and Exchange Commission pursuant to Rule 433 under
the Securities Act.
(ii) Any Free Writing Prospectus that is required to be delivered
pursuant to section 4(h)(i) shall be delivered by the
applicable Underwriter to CRMSI no later than two business
days prior to the due date for filing of the Prospectus
pursuant to Rule 424(b) under the Securities Act; provided,
however, that if such Free Writing Prospectus contains any
information other than ABS ICM, it shall instead be delivered
by the Underwriter to CRMSI not later than one business day
prior to the date of first use of such Free Writing
Prospectus.
(iii) Each 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 that Underwriter in a manner
reasonably designed to lead to its broad, unrestricted
dissemination. CRMSI will provide the Underwriters with any
filing information needed to complete such filing.
(i) Each Underwriter will retain for three years following conclusion of
the offering:
(i) all Free Writing Prospectuses that it has used in the offering
that are not filed with the Commission, and
(ii) written records documenting, as to each investor in offered
certificates, the time of sale, and the date on which each
CRMSI term sheet that constitutes a Free Writing Prospectus
and each Free Writing Prospectus, prepared by or on behalf of
the Underwriter was conveyed to the investor.
If there is any litigation or threatened litigation or there are any
regulatory inquiries or proceedings or threatened regulatory inquiries or
proceedings against CRMSI or any of its affiliates with respect to the offering,
each Underwriter will, on CRMSI's request, make copies of such records available
to CRMSI.
(j) Each Underwriter will promptly provide CRMSI with any information
within that Underwriter's reasonable control that CRMSI reasonably requests to
enable CRMSI to meet its disclosure and reporting obligations under the
Securities Act and the Exchange Act in connection with the offered certificates.
Each Underwriter will use its best efforts to cause any credit enhancement
provider, derivative counterparty, special servicer or credit risk manager (or
any other transaction related party with respect to which information must be
disclosed pursuant to Regulation AB) arranged by that Underwriter in connection
with the offered certificates to promptly provide to CRMSI such narrative
disclosure, financial information, including required accountants' consents, and
other information as CRMSI may reasonably request to enable CRMSI to meet its
disclosure and reporting obligations under the Securities Act and the Exchange
Act.
(k) Notwithstanding any other provision of this Agreement, in any action
by CRMSI or the Underwriters against the other party to enforce any rights under
this section 4, the losing party will pay all reasonable costs and expenses of
the prevailing party, including reasonable legal fees and expenses, incurred in
connection with such action.
5 Other representations and warranties
CRMSI represents and warrants to the Underwriters that:
(a) Each of the class A, class M-1, class M-2 and class M-3 offered
certificates will, when issued, be a "mortgage related security," as defined in
section 3(a)(41) of the Exchange Act, and each of the offered certificates, when
validly authenticated, issued and delivered in accordance with the Pooling
Agreement, will be duly and validly issued and outstanding and entitled to the
benefits of the Pooling Agreement.
(b) Compliance by CRMSI with the provisions of this Agreement and the
Pooling Agreement do not, and will not on the closing date, conflict with
CRMSI's certificate of incorporation or by-laws or any contract to which CRMSI
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 CRMSI and, assuming
the valid execution of such agreements by the other parties, each such agreement
will constitute a valid and binding agreement of CRMSI 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) CRMSI has been duly organized and is validly existing under the laws
of the State of Delaware, with corporate power and authority to own its
properties and conduct its business as described in the Prospectus.
6 Expenses; Blue Sky
(a) CRMSI will pay all expenses incidental to the performance of its
obligations under this Agreement, including expenses of
(i) preparing, filing and reproducing the Prospectus, the
Preliminary Prospectus, the Registration Statement, the CRMSI
Free Writing Prospectus (if any), this Agreement, and the
Pooling Agreement, and filing any ABS ICM,
(ii) KPMG LLP ("KPMG") (except as set forth in clause (G) below),
and
(iii) preparing and delivering the offered certificates to DTC,
provided, however, that except as provided in this section (a) and in section 8,
the Underwriters will pay (A) all of their own expenses, including the fees of
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, as counsel to the Underwriters, and any
other counsel to the Underwriters, (B) any transfer taxes on resale of any of
the offered certificates by it, (C) advertising expenses connected with any
offers made by the Underwriters, (D) expenses of printing the Prospectus and the
Preliminary Prospectus, (E) preparing and reproducing any ABS ICM or Free
Writing Prospectus prepared by or on behalf of an Underwriter, (F) filing any
Free Writing Prospectus that is required to be filed by an Underwriter pursuant
to Rule 433 under the Securities Act and (G) a letter of KPMG, in form and
substance satisfactory to the Underwriters, with respect to information of an
accounting, financial or statistical nature in any ABS ICM prepared by an
Underwriter.
(b) CRMSI will use its best efforts to arrange for, and will pay all
expenses of, the qualification of the offered certificates for sale under the
laws of such jurisdictions within the United States as the Representative may
reasonably designate, to maintain such qualifications in effect so long as
required for the distribution of the offered certificates and to arrange for the
determination of the legality of the offered certificates for purchase by
institutional investors. However, CRMSI 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 Underwriters in their
obligation to purchase the offered certificates or termination by the
Representative pursuant to section 11, CRMSI does not deliver the offered
certificates as provided in this agreement, CRMSI will reimburse the
Underwriters for their out-of-pocket expenses (including reasonable fees and
disbursements of their counsel) reasonably incurred by the Underwriters in
preparing to purchase the offered certificates, but CRMSI will have no further
liability to the Underwriters with respect to the offered certificates, except
as provided in sections 6(a) and 6(b) above.
7 No Fiduciary Relationship
(a) The Underwriters have been retained solely to act as underwriters in
connection with the sale of the offered certificates, and no fiduciary, advisory
or agency relationship between CRMSI or CTB, on the one hand, and the
Underwriters on the other, has been created in respect of any of the
transactions contemplated by this Agreement, irrespective of whether the
Underwriters have advised or are advising CRMSI or CTB on other matters. CRMSI
and CTB acknowledge that the Underwriters have not provided, and are not
expected to provide, any legal, accounting, regulatory or tax advice to CRMSI or
CTB with respect to such transactions.
(b) The purchase price was established by CRMSI following discussions and
arm's-length negotiations with the Representative, and CRMSI is capable of
evaluating and understanding and understands and accepts the terms, risks and
conditions of the transactions contemplated by this Agreement.
(c) Each of CRMSI and CTB has been advised that the Underwriters and their
affiliates are engaged in a broad range of transactions that may involve
interests that differ from those of CRMSI and CTB, and that the Underwriters
have no obligation to disclose such interests and transactions to CRMSI or CTB
by virtue of any fiduciary, advisory or agency relationship.
(d) Each of CRMSI and CTB waives, to the fullest extent permitted by
applicable law, any claims it may have against the Underwriters for breach of
fiduciary duty, and agrees that the Underwriters will have no liability (whether
direct or indirect) to CRMSI or CTB in respect of such a fiduciary duty claim or
to any person asserting a fiduciary duty claim on behalf of or in right of CRMSI
or CTB, including stockholders, employees or creditors of CRMSI or CTB. Any
review by the Underwriters of CRMSI, the transactions contemplated by this
agreement or any related matters will be performed solely for the Underwriters'
benefit and not on behalf of CRMSI or CTB.
8 Conditions to the Obligation of the Underwriters
The Underwriters' obligation to purchase the offered certificates will be
subject to the accuracy in all material respects of CRMSI's representations and
warranties in this Agreement at the date of this Agreement and the closing date,
to the accuracy of the statements of CRMSI made in any officer's certificate
delivered pursuant to this Agreement, to the performance by CRMSI 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, to CRMSI's knowledge, threatened by the Commission.
(b) CRMSI has delivered to the Representative a certificate of CRMSI,
dated the closing date and signed by the President, Senior Vice President, Vice
President or an Assistant Vice President of CRMSI, to the effect that the signer
of the certificate has examined the Registration Statement, the Prospectus and
this Agreement and that:
(i) CRMSI'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 CRMSI
has complied with all agreements and satisfied all the
conditions on its part to be performed or satisfied at or
prior to the closing date; and
(ii) 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.
(c) CRMSI has delivered to the Representative one or more opinions, dated
the closing date, of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇,
Assistant General Counsel - Capital Markets, of Citigroup Inc., or ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, General Counsel of CTB, to the effect that:
(i) Each of CRMSI 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;
(ii) 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;
(i) The offered certificates have been duly authorized and, when
executed and authenticated in accordance with the terms of the
Pooling Agreement and delivered to and paid for by the
Underwriters pursuant to this Agreement, will be validly
issued and outstanding and enforceable in accordance with
their 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) and will be entitled to
the benefits provided by the Pooling Agreement;
(ii) Assuming that the offered class A, class M-1, class M-2 and
class M-3 offered certificates are rated at the time of
issuance in one of the two highest rating categories by a
nationally recognized statistical rating organization, each
such offered certificate at such time will be a "mortgage
related security," as defined in section 3(a)(41) of the
Exchange Act;
(iii) The Pooling Agreement has been duly authorized, executed and
delivered by CRMSI, CMI, as Servicer and Certificate
Administrator, and Citibank, N.A., as Paying Agent,
Authenticating Agent and Certificate Registrar and, assuming
valid execution thereof by U.S. Bank National Association, as
Trustee, constitutes a valid and legally binding agreement of
CRMSI, 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;
(iv) The Pooling Agreement is not required to be qualified under
the Trust Indenture Act of 1939, as amended, and the Trust
Fund (as defined in the Pooling Agreement) is not required to
be registered under the Investment Company Act of 1940, as
amended;
(v) Each originator affiliated with CRMSI is a New York
corporation or a federal savings bank, as the case may be,
validly existing under applicable law, with full power and
authority under such law to own its properties and conduct its
business as described in the Preliminary Prospectus and the
Prospectus;
(vi) The mortgage loan purchase agreement relating to the mortgage
loans has been duly authorized, executed and delivered by
CRMSI and each originator and constitutes the valid and
legally binding obligation of CRMSI 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;
(vii) This Agreement has been duly authorized, executed and
delivered by each of CRMSI and CTB;
(viii)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, to such
counsel's knowledge, have been threatened under the Securities
Act.
(B) Each of the Registration Statement at its effective date
and the closing date, the Preliminary Prospectus at its 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, any numerical,
financial, statistical or quantitative data and any statements
regarding tax or ERISA matters) appeared on its face to be
appropriately responsive in all material respects to the
requirements of the Securities Act and the applicable rules
and regulations of the Commission thereunder.
(C) The Pooling Agreement and the offered certificates conform
in all material respects to the descriptions thereof contained
in the Prospectus.
(ix) Such other opinions as are required by the Rating Agencies.
Such opinion may express its reliance 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. Such opinion may assume the due authorization, execution and delivery
of the instruments and documents referred to therein by the parties thereto
other than CRMSI, CMI, Citibank, N.A., CTB 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) CRMSI has delivered to the Representative a letter, dated the closing
date, of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Assistant General
Counsel - Capital Markets, of Citigroup Inc., to the effect that in the course
of such counsel's review of the Registration Statement, the Preliminary
Prospectus and the Prospectus and discussion of the same with certain officers
of CRMSI 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, contained an untrue statement of a material fact
or omitted to state a material fact required to be stated
therein or necessary to make the statements therein not
misleading, or
(ii) the Preliminary Prospectus (when considered together with the
information omitted therefrom as blanks but included in the
Prospectus), as of its date or the first time of sale, and 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 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, the Preliminary Prospectus or
the Prospectus.
(e) CRMSI has delivered to the Representative an opinion, dated the
closing date, of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, special counsel to CRMSI, to
the effect that the statements in the Preliminary Prospectus and the Prospectus
under the headings "Core prospectus-Taxation of certificate holders," "Core
prospectus-Taxation of the Trust," "Core prospectus-ERISA considerations,"
"Prospectus supplement-Additional ERISA considerations" and "Prospectus
supplement--Federal income tax consequences," are, to the extent such statements
constitute matters of law or legal conclusions with respect thereto, accurate in
all material respects.
(f) The Representative has received from ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇
LLP, counsel for the Underwriters, such opinion or opinions, dated the closing
date, with respect to the issuance and sale of the offered certificates, the
Registration Statement, the Preliminary Prospectus and the Prospectus, and such
other related matters as the Underwriters may reasonably request.
(g) KPMG has furnished to the Underwriters a letter, dated the closing
date, in form and substance satisfactory to the Underwriters, stating in effect
that they have performed certain specified procedures, agreed upon among KPMG
LLP, CRMSI and the Representative, 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 CMI's website at
▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ relating to REMIC pass-through certificates issued by
CRMSI after January 1, 2006 and included or referred to in the Prospectus under
Rule 312 of the Commission's Regulation S-T, or data relating to mortgage loans
for periods after January 1, 2006, agrees with the accounting records of the
originators, excluding any questions of legal interpretation.
(h) KPMG has furnished to the Underwriters a letter, dated the closing
date, in form and substance satisfactory to the Underwriters, stating in effect
that:
(i) They have performed certain specified procedures, agreed upon
among KPMG, CRMSI and the Representative, 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 Preliminary Prospectus and the Prospectus
under the caption "Prospectus supplement--Summary--Series
overview--the mortgage loans at November 1, 2006 (the cut-off
date)" and in the detailed description relating to such
prospectus supplement and the mortgage loans agrees with the
accounting records of the originators, excluding any questions
of legal interpretation.
(ii) They have compared the data contained in a data sheet or
computer tape prepared by CMI for the mortgage loans to
information contained in the mortgage loan files furnished by
the originators and in such other sources as will be specified
by them, based on an appropriate sampling thereof, and found
such data and information to be in agreement, unless otherwise
noted in such letter.
(i) KPMG has furnished to the Underwriters a letter, dated the date of the
Prospectus, in form and substance satisfactory to the Underwriters, stating in
effect that:
(i) Using the assumptions and methodology used by CRMSI (which
include and do not conflict with any assumptions and
methodology set forth in the Preliminary Prospectus and the
Prospectus), all of which will be described by reference in
such letter, they have recalculated the percentages, weighted
average lives and weighted average lives to call set forth in
the Preliminary Prospectus and the Prospectus in the tables
relating to the "Prospectus supplement--Principal balance as
percentage of initial principal balance" for each class of
offered certificates at certain percentages of the prepayment
model to be set forth in the Preliminary Prospectus and the
Prospectus, compared the results of their calculations to the
corresponding items in the respective table and found each
such percentage and weighted average life set forth in each
such table to be in agreement with the respective results of
such calculations.
(ii) Using the assumptions and methodology prescribed in the
Preliminary Prospectus and the Prospectus, they have
recalculated, for each distribution day (as defined in the
Preliminary Prospectus and the Prospectus), the aggregate of
the amount of cash to be on deposit in the Trust on the
determination day immediately preceding such distribution day
and found that such aggregate amount equals or exceeds the
aggregate amount of interest and distributions in reduction of
principal balance that is distributable on the offered
certificates on the following distribution day, as
recalculated by them.
(iii) Using the assumptions and methodology prescribed in the
Pooling Agreement, the Preliminary Prospectus and the
Prospectus, they have recomputed the last distribution day for
each class of offered certificates and found such dates to be
in agreement with those set forth in the Preliminary
Prospectus and the Prospectus.
(iv) If one or more classes of offered certificates will be
entitled to receive distributions in respect of interest at
other than a fixed rate or distributions in reduction of
principal balance according to a schedule of planned or
targeted balances, or have other characteristics which give
rise to the use of tables in the Preliminary Prospectus and
the Prospectus reflecting yield or cash flow, such letters
will also set forth such other statements as are customarily
set forth by KPMG 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 CRMSI which the Representative concludes, after
consultation with CRMSI, in the judgment of the Representative, materially
impairs the investment quality of the offered certificates so as to make it
impractical or inadvisable to proceed with the public offering or the delivery
of the offered certificates as contemplated by the Prospectus.
(k) The offered certificates have been rated at least the rating or
ratings specified in Schedule I by the rating agency or agencies specified in
Schedule I and such ratings will not have been rescinded or placed under review.
(l) CRMSI has furnished to the Representative such further information,
certificates and documents as the Representative 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
Representative and its counsel, this Agreement and all obligations of the
Underwriters hereunder may be canceled at, or at any time prior to, the closing
date by the Representative. Notice of such cancellation will be given to CRMSI
in writing, or by telephone or telegraph confirmed in writing.
9 Condition to the Obligation of CRMSI
The obligation of CRMSI to issue and sell the offered certificates will be
subject to the satisfaction of the conditions that the Representative has
advised CRMSI of the final structure of the offered certificates sufficiently in
advance of the closing date so as to enable CRMSI to prepare the Prospectus for
delivery to the Representative by the closing date.
10 Indemnification and Contribution
(a) In this section 10,
(i) "claims" includes losses, claims, damages, expenses (including
legal and other expenses reasonably incurred in investigating
or defending the claims, and damages resulting from any
Underwriter's having to reform a contract for the sale of
securities to an investor) or liabilities, joint or several,
(or actions in respect thereof) under the Securities Act, the
Exchange Act, or other federal or state statutory law or
regulation, at common law or otherwise, and
(ii) a "controlling person" of a party is a person that controls
the party within the meaning of either the Securities Act or
the Exchange Act, and in the case of CRMSI, includes any
person who signed the Registration Statement and any of its
directors.
(b) CRMSI will indemnify and hold harmless the Underwriters and each of
their controlling persons against any claims to which any of them becomes
subject, to the extent such claims arise out of or are based upon
(i) a breach of any representation or warranty given by CRMSI to
the Underwriters in section 3(c)(ii), (iii) or (iv) or
4(c)(ii) or
(ii) any untrue statement or alleged untrue statement of a material
fact, or omission of a material fact necessary to make the
statements therein, in light of the circumstances under which
they were made, not misleading, in any static pool information
on a website for which a URL address or hyperlink was provided
in any ABS ICM or Free Writing Prospectus, to the extent that
such static pool information was not corrected by information
subsequently supplied by CRMSI to the Representative
sufficiently prior to the sale of offered certificates to the
investor making the claim as to reasonably permit an
Underwriter to correct any statement made to the investor
based on such untrue or alleged untrue statement or material
omission.
(c) Each Underwriter severally will indemnify and hold harmless CRMSI and
each of its controlling persons against any claims to which any of them becomes
subject, to the extent such claims are based upon a breach of any express
representation or warranty given by that Underwriter to CRMSI in section 3(d),
4(e), or 4(f)(iii).
(d) The indemnities in sections 10(b) and 10(c) will be in addition to any
liability that CRMSI or the Underwriters may otherwise have.
(e) If a person entitled to indemnification under this section 10 is
notified of any action or threatened action involving a claim for which the
person may be entitled to seek indemnification or reimbursement under this
section 10, the person must promptly notify the indemnifying party in writing of
the action. However, such person's failure to notify the indemnifying party will
not relieve the indemnifying party from any liability to such person (i) under
this section 10 except to the extent that the indemnifying party is materially
prejudiced by such failure, or (ii) otherwise than under this section 10. The
indemnifying party will be entitled to participate in any such action, and to
the extent that it may elect by written notice delivered to the indemnified
person promptly after being notified by the indemnified person of the action, to
assume the defense thereof, with counsel selected by the indemnifying party and
reasonably satisfactory to the indemnified person. However, if the defendants in
any such action include both indemnified persons and the indemnifying party, and
an indemnified person reasonably concludes that there may be legal defenses
available to it and/or other indemnified persons that are different from or
additional to those available to the indemnifying party, the indemnified person
or persons may select a single separate counsel to assert such legal defenses
and to otherwise participate in the defense of the action on behalf of such
indemnified person or persons.
Upon the indemnifying party's so assuming the defense of the action, the
indemnifying party will not be liable to the indemnified person in connection
with the defense thereof, except
(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 claim by reason
of such settlement or judgment. No indemnifying party will settle any pending or
threatened proceeding without the prior written consent of each person who could
seek indemnity under this section 10 with respect to such proceeding, unless
such settlement
(i) does not include a statement as to or admission of, fault,
culpability or a failure to act by or on behalf of such person, and
(ii) includes an unconditional release of such indemnified person
from all liability on claims that are the subject matter of such
proceeding.
(f) In order to provide for just and equitable contribution in
circumstances in which the indemnification provided for in this section 10 is
due in accordance with its terms but is legally unavailable or insufficient to
hold harmless an indemnified person, CRMSI and the Underwriters will contribute
to the aggregate claims to which CRMSI and the Underwriters may be subject in an
appropriate proportion to reflect both the relative benefits received by and the
relative fault of CRMSI and the Underwriters, 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 CRMSI
and the Underwriters will be deemed to be in the same proportion as the total
net proceeds received by CRMSI bears to the total underwriting discount and
commission received by the Underwriters. 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 CRMSI or
the Underwriters, 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 Underwriters
will not be required to contribute any amount in excess of the amount by which
the total price at which the offered certificates were offered to the public
exceeds the amount of any damages that the Underwriters have 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 Representative, by notice given to CRMSI prior to delivery of and payment
for the offered certificates, if prior to such time (i) trading in securities
generally on the New York Stock Exchange has been suspended or materially
limited, (ii) a general moratorium on commercial banking activities in New York
is declared by either federal or New York 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 Representative after consultation with CRMSI,
impracticable to market the offered certificates.
12 Representations and indemnities to survive
The respective agreements, representations, warranties, indemnities and
other statements of CRMSI and CTB and their respective officers and of the
Underwriters set forth in or made pursuant to this Agreement will remain in full
force and effect, regardless of any investigation made by or on behalf of the
Underwriters, CRMSI or CTB or any of the officers, directors or controlling
persons referred to in section 10 hereof, and will survive delivery of and
payment for the offered certificates. The provisions of sections 10 and 13
hereof will survive the termination or cancellation of this Agreement.
13 Obligation of CTB
CTB agrees, in consideration of and as an inducement to the Underwriters'
purchase of the offered certificates from CRMSI, to indemnify and hold harmless
the Underwriters, and each person who controls the Underwriters against any
failure by CRMSI to perform any of its obligations under this Agreement,
including any obligation of CRMSI to the Underwriters pursuant to sections 6 and
10 hereof, after receipt from the Underwriters 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 Underwriters, will be delivered to the
Representative's address first stated in this Agreement (with a copy to its
General Counsel's Office), or if sent to CRMSI, will be delivered to Citicorp
Residential Mortgage Securities, Inc., ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇'▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
▇▇▇▇▇-▇▇▇▇, Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, with a copy to the General Counsel's
Office, at the same address, and to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, General Counsel, Finance
and Capital Markets, Citigroup Inc., ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇,
or if sent to CTB, will be delivered to Citicorp Trust Bank, fsb, ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇'▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, with a
copy to ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, General Counsel, at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇.
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 CRMSI, CTB and the Underwriters.
Very truly yours,
CITICORP RESIDENTIAL MORTGAGE SECURITIES,
INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
CITICORP TRUST BANK, fsb
By: /s/ ▇▇▇▇ ▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇ ▇▇▇▇
Title: Chief Operating Officer
The foregoing Agreement is hereby confirmed and accepted as of the date first
above written.
CITIGROUP GLOBAL MARKETS INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
Authorized Signatory
For itself and the Underwriters named in Schedule I.
SCHEDULE I
----------
Underwriting Agreement dated November 16, 2006
Citicorp Residential Mortgage Trust, Series 2006-3
REMIC Pass-Through Certificates
Description of mortgage loans: The description under "Prospectus
Supplement-Summary-Series overview - the
mortgage loans at November 1, 2006 (the
cut-off date)" in the Prospectus.
Offered certificates: The description of the certificates offered
by the Prospectus under "Prospectus
Supplement -Summary-Series overview - the
Certificates" in the Prospectus.
Purchase price: [____________]% of the aggregate initial
principal balance of the offered
certificates, plus accrued interest from
November 1, 2006 to the closing date.
Originator and Address: Citicorp Trust Bank, fsb
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Cut-off date: November 1, 2006
Underwriters: Citigroup Global Markets Inc.
Credit Suisse Securities (USA) LLC
Ratings of
offered certificates: Each class of offered certificates will have
the ratings of the rating agencies shown
under "Prospectus Supplement-Summary-Series
overview - the Certificates" in the
Prospectus.
Denominations: $100,000 and any whole dollar amount above
$100,000, except that one certificate of
each class may be in a different
denomination.
Underwriters' Statements to
be Included in the Preliminary
Prospectus and the Prospectus: The purchase price for the Certificates
offered by each underwriter 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 CTB, CRMSI and
the underwriters, the underwriters will
purchase the Certificates from CRMSI upon
issuance. The underwriters have committed to
purchase all the Certificates if any
Certificates are purchased. The underwriters
will distribute the 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 Certificates, the underwriters may be
deemed to have received compensation from
CRMSI in the form of underwriting discounts.
In connection with this offering, the
underwriters may over-allot or effect
transactions that stabilize or maintain the
market price of the offered Certificates at
a level above that which might otherwise
prevail in the open market. Such
stabilizing, if commenced, may be
discontinued at any time.
Delivery and Payment: Same day funds by federal funds wire.
Closing date and Location: 10:00 a.m. (New York City time) on or
about November 29, 2006 at the offices of:
Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP
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