CITIFINANCIAL MORTGAGE SECURITIES INC.
REMIC PASS-THROUGH CERTIFICATES, SERIES 2000-
UNDERWRITING AGREEMENT
__________, 2000
To: [Name], as Underwriter
[address]
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
CitiFinancial Mortgage Securities Inc., a Delaware corporation
("CFMSI"), proposes to sell to you, as underwriter (the "Underwriter"), REMIC
Pass-Through Certificates (the "offered Certificates"), comprised of the classes
of Certificates set forth in Schedule I hereto evidencing ownership interests in
a trust (the "Trust") consisting of the mortgage loans described in Schedule I
(the "Mortgage Loans") originated or acquired by CitiFinancial Mortgage Company
("CFMC") and having, as of the close of business on the date specified in
Schedule I as the cut-off date (the "Cut-Off Date"), the aggregate principal
balance set forth in such Schedule I and related property. An election will be
made to treat the Trust, or one or more segregated pools of assets within the
Trust, as one or more real estate mortgage investment conduits (each a "REMIC")
for purposes of federal income taxation. The offered Certificates will represent
regular interests in a REMIC. The Mortgage Loans are to be conveyed to CFMSI
pursuant to a mortgage loan purchase agreement, to be dated as of the Cut-Off
Date (the "Mortgage Loan Purchase Agreement"), between CFMSI, as buyer, and
CFMC, as seller. The offered Certificates are to be issued under a pooling and
servicing agreement (the "Pooling Agreement"), dated as of the Cut-Off Date,
between CFMSI, as depositor, CFMC, as servicer, and _______________
("[trustee]"), [in its individual capacity and] as trustee (in such capacity,
the "Trustee"). The offered Certificates will be issued in the denominations
specified in Schedule I.
1. REPRESENTATIONS AND WARRANTIES. CFMSI represents and warrants
to the Underwriter that:
(a) A registration statement (File No. 333-_____) on Form S-3 has been
filed with the Securities and Exchange Commission (the "Commission") and has
become effective under the Securities Act of 1933, as amended (the "Act"); such
registration statement includes a prospectus which, as supplemented, shall be,
and may include a preliminary prospectus supplement which, as completed, is
proposed to be, used in connection with the sale of the offered Certificates.
The registration statement, as amended to the date of this Agreement, is
hereinafter referred to as the "Registration Statement"; such prospectus (which
shall be in the form in which it has most recently been filed, as the same is
proposed to be added to or changed), as first supplemented by a prospectus
supplement relating to the offered Certificates, filed, or transmitted for
filing, with the Commission pursuant to Rule 424 under the Act and used in
connection with the sale of the offered Certificates, is hereinafter referred to
as the "Prospectus" and such prospectus supplement is hereinafter referred to as
the "Prospectus Supplement". Any reference herein to the Registration Statement
or the Prospectus shall be deemed to refer to and include the documents
incorporated by reference therein pursuant to Item 12 of Form S-3 which were
filed under
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the Securities Exchange Act of 1934, as amended (the "Exchange Act"), on or
before the date hereof; and any reference herein to the terms "amend",
"amendment" or "supplement" with respect to the Registration Statement or the
Prospectus shall be deemed to refer to and include the filing of any document
under the Exchange Act deemed to be incorporated by reference therein after the
date hereof.
(b) The Registration Statement and the Prospectus, as of the date of
the Prospectus Supplement, and any revisions or amendments thereof or
supplements thereto filed prior to the termination of the offering of the
offered Certificates, as of their respective effective or issue dates, conformed
or will conform in all material respects to the requirements of the Act and the
rules and regulations of the Commission thereunder applicable to such documents
as of such respective dates, and the Registration Statement and the Prospectus
as revised, amended or supplemented as of the Closing Date (as defined in
Section 3), will conform in all material respects to the requirements of the Act
and the rules and regulations of the Commission thereunder applicable to such
documents to be used as of the Closing Date; and no such document, as of such
respective dates and, in the case of the Prospectus and any revisions or
amendments thereof or supplements thereto filed prior to the Closing Date, as of
the Closing Date, included or will include any untrue statement of a material
fact or omitted or will 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; provided, however, that CFMSI makes no representations,
warranties or agreements as to (i) the information contained in or omitted from
the Prospectus or any revision or amendment thereof or supplement thereto in
reliance upon and in conformity with information furnished in writing to CFMSI
by or on behalf of the Underwriter specifically for use in connection with the
preparation of the Prospectus or any revision or amendment thereof or supplement
thereto, consisting solely of such Underwriter's statements as are included in
Schedule I hereto or (ii) any information in any Computational Materials or ABS
Term Sheets (each as defined in Section 7(b)) provided by the Underwriter.
(c) As of the Closing Date, each of this Agreement and the Pooling
Agreement will have been duly authorized, executed and delivered by CFMSI and
the Pooling Agreement will have been duly authorized, executed and delivered by
CFMC and, assuming the valid execution of the Pooling Agreement by [trustee],
[in its individual capacity and] as Trustee, each such agreement will constitute
a valid and binding agreement of CFMSI and (in the case of the Pooling
Agreement) CFMC enforceable 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) Each of CFMSI and CFMC has been duly organized and is validly
existing in good standing 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.
2. PURCHASE AND SALE. Subject to the terms and conditions and in
reliance upon the representations and warranties herein set forth, CFMSI agrees
to sell to the Underwriter, and the Underwriter agrees to purchase from CFMSI,
all of the offered Certificates at the purchase price set forth in Schedule I
hereto.
3. DELIVERY AND PAYMENT. Delivery of and payment for the offered
Certificates shall be made at the place, on the date and at the time specified
in Schedule I hereto, which place, date and time may be changed by agreement
among the Underwriter and CFMSI (such date and time of delivery of and payment
for the offered Certificates being referred to as the "Closing Date"). Unless
otherwise specified in Schedule I, delivery of one certificate representing each
class of offered Certificates or, if there are Subclasses of offered
Certificates, one certificate representing each Subclass of such class of
offered Certificates shall be made to the account of the Underwriter against
payment by the Underwriter of the purchase price therefor to or upon the order
of CFMSI in the manner provided in Schedule I hereto. Unless otherwise specified
in Schedule I, the certificates to be so delivered shall be registered in the
name
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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 participating members thereof. Unless
otherwise specified in Schedule I, definitive certificates representing the
offered Certificates will be available only under limited circumstances.
CFMSI agrees to have the offered Certificates available for inspection,
checking and packaging by the Underwriter in New York, New York, one business
day prior to the Closing Date.
4. AGREEMENTS BY UNDERWRITER. (a) The Underwriter proposes to offer the
offered Certificates for sale as set forth in the Prospectus.
(b) The Underwriter represents and warrants to and agrees with CFMSI,
as of the date hereof and as of the Closing Date, as applicable, that:
(i) (x) if the Underwriter provides any Collateral Term Sheets
(as defined in the PSA No-Action Letter referred to in Section 7(b)) to
potential investors in the offered Certificates after the date hereof,
then in each such case the Underwriter will deliver a copy of such
materials to CFMSI, and (y) the Underwriter will deliver to CFMSI two
copies of all Computational Materials or ABS Term Sheets delivered to
such potential investors, except for any Computational Materials and
ABS Term Sheets which are not required to be filed with the Commission
in accordance with the ▇▇▇▇▇▇ No-Action Letter and the PSA No-Action
Letter (collectively, the "No-Action Letters"), not later than noon on
the fifth business day preceding the Closing Date;
(ii) the Computational Materials (either in original,
aggregated or consolidated form) and ABS Term Sheets furnished to CFMSI
as contemplated in Section 4(b)(i) will constitute all such materials
relating to the offered Certificates required to be filed with the
Commission furnished by the Underwriter (whether in written, electronic
or other format) to prospective investors in the offered Certificates
prior to the Closing Date, and all Computational Materials and ABS Term
Sheets provided or to be provided by the Underwriter to potential
investors in the offered Certificates comply with the requirements of
the No-Action Letters;
(iii) on and after the date hereof, the Underwriter will
provide to potential investors in the offered Certificates Collateral
Term Sheets containing no collateral information other than that set
forth in CFMSI's Form 8-K filed as described in Section 5(g);
(iv) on the dates any such Computational Materials and/or ABS
Term Sheets with respect to the offered Certificates referred to in
Section 4(b) (i) are filed pursuant to Section 5(f), such Computational
Materials and/or ABS Term Sheets will not include any untrue statement
of a material fact or, when read in conjunction with the Prospectus,
omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading (other than any
untrue statement or omission resulting directly from a Collateral
Error);
(v) at the time any Computational Materials or ABS Term Sheets
with respect to the offered Certificates are furnished to a prospective
investor, the Underwriter possessed, and on the date of delivery of
such materials to CFMSI pursuant to or as contemplated by this Section
4 and on the Closing Date, the Underwriter will possess, the
capability, knowledge, expertise, resources and systems of internal
control necessary to ensure that such Computational Materials and/or
ABS Term Sheets conform to the representations and warranties of the
Underwriter contained in subparagraphs (ii) and (iv) above of this
paragraph;
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(vi) all Computational Materials and ABS Term Sheets with
respect to the offered Certificates furnished by the Underwriter to
potential investors after the date hereof will contain a legend,
prominently displayed on the first page thereof, to the effect that
CitiFinancial Credit Company ("CitiFinancial"), CFMSI and CFMC have not
prepared, reviewed or participated in the preparation of such
Computational Materials or ABS Term Sheets, are not responsible for the
accuracy thereof and have not authorized the dissemination thereof;
(vii) all Collateral Term Sheets with respect to the offered
Certificates furnished by the Underwriter to potential investors
contained or will contain a legend, prominently displayed on the first
page thereof, indicating that the information contained therein will be
superseded by the description of the Mortgage Loans contained in the
Prospectus Supplement and, except in the case of the initial Collateral
Term Sheet, that such information supersedes the information in all
prior Collateral Term Sheets; and
(viii) on and after the date on which the Prospectus has been
filed with the Commission as provided in Section 5(a), the Underwriter
shall not deliver or authorize the delivery of any Computational
Materials, ABS Term Sheets or other materials relating to the offered
Certificates (whether in written, electronic or other format) to any
potential investor unless such potential investor has received a
Prospectus prior to or at the same time as the delivery of such
Computational Materials, ABS Term Sheets or other materials.
(c) the Underwriter acknowledges and agrees that CFMSI and CFMC have
not authorized and will not authorize the distribution of any Computational
Materials or ABS Term Sheets with respect to the offered Certificates to any
prospective investor and agrees that any such Computational Materials and/or ABS
Term Sheets furnished to prospective investors shall include a disclaimer in the
form set forth in paragraph (b)(vi) above. The Underwriter agrees that it will
not represent to potential investors that any Computational Materials and/or ABS
Term Sheets with respect to the offered Certificates were prepared or
disseminated on behalf of CitiFinancial, CFMSI or CFMC.
5. AGREEMENTS BY CFMSI. CFMSI agrees with the Underwriter that:
(a) CFMSI will cause the Prospectus to be filed, or transmitted for
filing, with the Commission pursuant to Rule 424 under the Act and will promptly
advise the Underwriter when the Prospectus has been so filed, or transmitted for
filing, and, prior to the termination of the offering of the offered
Certificates, will also promptly advise the Underwriter (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 so filed
or transmitted for filing (unless such amendment, revision or supplement does
not relate to the offered Certificates), (ii) of any request by the Commission
for any amendment of the Registration Statement or the Prospectus or for any
additional information, (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 CFMSI 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. CFMSI will use its
best efforts to prevent the issuance of any such stop order and, if issued, to
obtain as soon as possible the withdrawal thereof. CFMSI will not file or
transmit for filing prior to the termination of such offering any amendment to
the Registration Statement or any revision of or supplement to the Prospectus
(other than any such amendment, revision or supplement which does not relate to
the offered Certificates) unless a copy has been furnished to the Underwriter
for its review prior to such filing or transmission for filing.
(b) If, at any time when a prospectus relating to the offered
Certificates is required to be delivered under the Act, (i) any event occurs as
a result of which the Prospectus, as then amended or supplemented, would include
any untrue statement of a material fact
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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) it
shall be necessary to revise, amend or supplement the Prospectus to comply with
the Act or the rules and regulations of the Commission thereunder, CFMSI
promptly will prepare and file with the Commission, subject to paragraph (a) of
this Section 5, a revision, amendment or supplement which will correct such
statement or omission or effect such compliance.
(c) CFMSI will furnish to the Underwriter and counsel for the
Underwriter, without charge, a copy of the Registration Statement (including
exhibits thereto) and, so long as delivery of a prospectus relating to the
offered Certificates is required under the Act, as many copies of the Prospectus
and any revisions or amendments thereof or supplements thereto as may be
reasonably requested.
(d) CFMSI will pay all expenses incidental to the performance of its
obligations under this Agreement, including without limitation (i) expenses of
preparing, printing and reproducing the Registration Statement, the Prospectus,
this Agreement, the Pooling Agreement, the Mortgage Loan Purchase Agreement and
the offered Certificates, (ii) all expenses of KPMG LLP (other than their
expenses relating to the preparation of the letter referred to in Section 7(c)
below which shall be paid by the Underwriter) and (iii) the cost of delivering
the offered Certificates to the office of DTC (or other costs of delivery, if so
specified in Schedule I); provided, however, that except as provided in this
paragraph (d) and in Section 8, the Underwriter will pay (i) all of its own
expenses, including the fees of [Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇] and any other
counsel to the Underwriter, (ii) any transfer taxes on resale of any of the
offered Certificates by it and (iii) advertising expenses connected with any
offers that the Underwriter may make.
(e) CFMSI will use its best efforts to arrange for the qualification of
the offered Certificates for sale under the laws of such jurisdictions as the
Underwriter may designate, to maintain such qualifications in effect so long as
required for the distribution of the offered Certificates and to arrange for the
determination of the legality of the offered Certificates for purchase by
institutional investors; provided, however, that none of CFMSI, CFMC or
CitiFinancial shall be required to qualify to do business in any jurisdiction
where it is not now so qualified or to take any action which would subject it to
general or unlimited service of process in any jurisdiction where it is not now
so subject.
(f) CFMSI will file with the Commission in a Current Report on Form 8-K
all ABS Term Sheets and Computational Materials furnished by the Underwriter and
identified by it as such, not later than the earlier of (i) the date the
Prospectus has been made available to the Underwriter and (ii) the date of the
filing of the Prospectus pursuant to Rule 424 (or such earlier date as required
under the No-Action Letters). Notwithstanding the preceding sentence, CFMSI
shall have no obligation to file materials provided by the Underwriter pursuant
to or as contemplated by Section 4 (x) which, in the reasonable determination of
CFMSI and the Underwriter, are not required to be filed pursuant to the
No-Action Letters, or which contain erroneous information or contain any untrue
statement of a material fact or which, when read in conjunction with the
Prospectus, omit to state a material fact or (y) which, when read in conjunction
with the Prospectus, omit to state a material fact required to be stated therein
or necessary to make the statements therein not misleading; it being understood,
however, that CFMSI shall have no obligation to review or pass upon the accuracy
or adequacy of, or to correct, any Computational Materials or ABS Term Sheets
provided by the Underwriter to CFMSI pursuant to or as contemplated by Section
4.
(g) Promptly after the first business day of the month in which the
Closing Date is to occur, CFMSI will file with the Commission on Form 8-K a
Collateral Term Sheet containing such information regarding the Mortgage Loans
as it deems appropriate.
6. CONDITIONS TO THE OBLIGATION OF THE UNDERWRITER. The obligation of
the Underwriter to purchase the offered Certificates shall be subject to the
accuracy in all material respects of the representations and warranties on the
part of CFMSI contained herein as of the date hereof and as of the
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Closing Date, to the accuracy of the statements of CFMSI made in any officer's
certificate pursuant to the provisions hereof, to the performance by CFMSI of
its obligations hereunder and to the following additional conditions:
(a) No stop order suspending the effectiveness of the Registration
Statement shall have been issued and no proceedings for that purpose shall have
been instituted and be pending or shall have been threatened.
(b) CFMSI shall have furnished to the Underwriter a certificate, dated
the Closing Date, of such corporation, signed by the President, a Senior Vice
President or a Vice President of CFMSI, to the effect that the signer of such
certificate has examined the Registration Statement, the Prospectus and this
Agreement and that:
(i) The representations and warranties of CFMSI herein are
true and correct in all material respects on and as of the Closing Date
with the same effect as if made on the Closing Date, and CFMSI 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 have been instituted and are pending or, to such officer's
knowledge, have been threatened as of the Closing Date.
(c) CFMSI shall have furnished to the Underwriter:
(i) an opinion, dated the Closing Date, of an Associate
General Counsel-Corporate Law of Citigroup Inc., to the effect that:
(A) Each of CFMSI and CFMC is validly existing as a
corporation in good standing under the laws of the State of Delaware,
with corporate power and authority under such laws to own its
properties and conduct its business as described in the Prospectus;
(B) The offered Certificates have been duly
authorized, executed, issued and delivered and, assuming authentication
in the manner contemplated in the Pooling Agreement, are validly issued
and outstanding and entitled to the benefits provided by the Pooling
Agreement;
(C) The Pooling Agreement has been duly authorized,
executed and delivered by CFMSI and CFMC and, assuming valid execution
thereof by [trustee], [in its individual capacity and] as Trustee,
constitutes a valid and legally binding agreement of CFMSI and CFMC
enforceable 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) 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;
(E) The Mortgage Loan Purchase Agreement has been
duly authorized, executed and delivered by CFMSI and CFMC and
constitutes the valid and legally binding obligation of CFMSI and CFMC,
enforceable 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;
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(F) The Registration Statement has become effective
under the Act, and, to the best of the knowledge of such counsel, (x)
no stop order suspending the effectiveness of the Registration
Statement has been issued and no proceedings for that purpose have been
instituted or are pending or have been threatened under the Act, (y)
the Registration Statement and the Prospectus, as of the date of the
Prospectus Supplement, and each revision or amendment thereof or
supplement thereto relating to the offered Certificates, as of its
effective or issue date, appeared on their respective faces to be
appropriately responsive in all material respects to the requirements
of the Act and the rules and regulations of the Commission thereunder
applicable to such documents as of such respective dates and (z) the
Prospectus, as revised, amended or supplemented as of the Closing Date,
conforms in all material respects to the requirements of the Act and
the rules and regulations of the Commission thereunder applicable to
such documents as of the Closing Date; in the course of such counsel's
review of the Registration Statement and the Prospectus and discussion
of the same with certain officers of CFMSI and CFMC and their auditors,
no facts came to the attention of such counsel that caused such counsel
to believe that the Registration Statement or the Prospectus, as of the
date of the Prospectus Supplement, or any revision or amendment thereof
or supplement thereto, as of its effective or issue date, contained any
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, in light of the circumstances under which they were made, not
misleading or that the Prospectus, or any revision or amendment thereof
or supplement thereto filed prior to the date of such opinion, as of
the date of such opinion, contained any untrue statement of a material
fact or omitted to state a material fact necessary to make the
statements therein, in light of the circumstances under which they were
made, not misleading; the descriptions in the Registration Statement
and the Prospectus, as of the date of such opinion, of the offered
Certificates and the Pooling Agreement and such description, as of the
date of the Prospectus Supplement, of the aspects of certain statutes
as set forth in the Prospectus under the heading "ERISA Considerations"
were, to the extent that they constitute statements of matters of law
or legal conclusions with respect thereto, accurate in all material
respects; and such counsel does not know of any contracts or documents
relating to CFMSI of a character required to be described in or to be
filed as exhibits to the Registration Statement, as of the date of the
Prospectus Supplement, which were not described or filed as required;
it being understood that such counsel need express no opinion as to the
financial or statistical statements or other financial data and
statistical data contained or incorporated by reference in or omitted
from the Registration Statement or the Prospectus;
(G) This Agreement has been duly authorized, executed
and delivered by each of CFMSI and CitiFinancial; and
(H) Such other opinions with regard to secured
transactions, bankruptcy, insolvency and related matters which the
Underwriter may reasonably request.
Such opinion may express its reliance (a) 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, (b) as to legal matters relating to the Employee Retirement Income
Security Act of 1974, as amended, on an opinion, dated the Closing Date, of
counsel acceptable to the Underwriter, and (c) as to legal matters relating to
secured transactions, bankruptcy, insolvency and related matters, on an opinion,
dated the Closing Date, of [Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇,] special bankruptcy
counsel to CFMSI. Such opinion may assume the due authorization, execution and
delivery of the instruments and documents referred to therein by the parties
thereto other than CFMSI, CitiFinancial and CFMC. Such opinion may be qualified
as an opinion only on the General Corporation Law of the State of Delaware, the
laws of the State of New York and the federal law of the United States.
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(ii) An opinion, dated the Closing Date, of a Tax Counsel for
Asset Securitization of Citibank, N.A., to the effect that:
(A) The description in the Registration Statement and
the Prospectus, as of the date of the Prospectus Supplement, to the
extent it constitutes statements of matters of law or legal conclusions
with respect thereto, of the aspects of certain statutes as set forth
in the Prospectus under the headings "Taxation of Certificate holders"
and "Taxation of the Trust" and in the Prospectus Supplement under the
heading "Federal Income Tax Consequences" is accurate in all material
respects; and
(B) The Trust described in the Prospectus Supplement
and the Pooling Agreement will qualify as one or more REMICs within the
meaning of Section 860D of the Internal Revenue Code of 1986, as
amended (the "Code"), the Certificates described in the Prospectus
Supplement and the Pooling Agreement will be treated as "regular
interests" in a REMIC for purposes of Code Section 860G(a)(1) and the
Residual Certificates described in the Pooling Agreement will be
treated as "residual interests" in a REMIC for purposes of Code Section
860G(a)(2), assuming: (i) an election is made to treat the Trust, or
one or more segregated pools of assets within the Trust, as one or more
REMICs, (ii) compliance with the Pooling Agreement and (iii) compliance
with changes in the law, including any amendments to the Code or
applicable Treasury regulations thereunder.
(d) The Underwriter shall have received from [Cadwalader, ▇▇▇▇▇▇▇▇▇▇ &
▇▇▇▇,] counsel for the Underwriter, such opinion or opinions, dated the Closing
Date, with respect to the issuance and sale of the offered Certificates, the
Registration Statement and the Prospectus, and such other related matters, as
the Underwriter may reasonably request.
(e) KPMG LLP shall have furnished to the Underwriter a letter, dated
the Closing Date, in form and substance satisfactory to the Underwriter, stating
in effect that they have performed certain specified procedures as a result of
which they have determined that the information of an accounting, financial or
statistical nature with respect to the serviced portfolio of CFMC of one- to
four-family mortgage loans (which is limited to accounting, financial or
statistical information derived from the general accounting records of CFMC) set
forth in the Prospectus under the heading "Delinquency, Foreclosure and Loss
Experience" agrees with the accounting records of CFMC, excluding any questions
of legal interpretation.
(f) KPMG LLP shall have furnished to the Underwriter a letter, dated
the Closing Date, in form and substance satisfactory to the Underwriter, stating
in effect that:
(i) They have performed certain specified procedures 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 CFMC and which is obtained from an
analysis of a sample of the Mortgage Loans) set forth in the Prospectus
Supplement under the caption "Series overview--the mortgage loans at
the cut-off date" and in the detailed description relating to such
Prospectus Supplement and the Mortgage Loans agrees with the accounting
records of CFMC, excluding any questions of legal interpretation; and
(ii) They have compared the data contained in a data sheet or
computer tape prepared by CFMC for the Mortgage Loans to information
contained in the Mortgage Loan files furnished by CFMC and in such
other sources as shall 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.
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(g) If there is more than one Class or Subclass of offered
Certificates, KPMG LLP shall have furnished to the Underwriter a letter, dated
the date of the Prospectus Supplement, and a letter, dated the Closing Date, and
each in form and substance satisfactory to the Underwriter, stating in effect
that:
(i) using the assumptions and methodology used by CFMSI (which
include and do not conflict with any assumptions and methodology set
forth in the Prospectus Supplement), all of which shall be described by
reference in such letter, they have recalculated the percentages and
weighted average lives set forth in the Prospectus Supplement in the
tables entitled "Principal balance as percent of initial principal
balance" for each Subclass or Class of offered Certificates at certain
Percentages of the Prepayment Model set forth in the Prospectus
Supplement, 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
Prospectus Supplement, they have recalculated, for each Distribution
Date (as defined in the Prospectus Supplement), the aggregate of the
amount of cash to be on deposit in the Certificate Account on the
Determination Date immediately preceding such Distribution Date and
found that such aggregate amount equals or exceeds the aggregate amount
of interest and distributions in reduction of Principal Amount that is
distributable on the offered Certificates on the following Distribution
Date, as recalculated by them;
(iii) using the assumptions and methodology prescribed in the
Pooling Agreement and the Prospectus Supplement, they have recomputed
the Last Scheduled Distribution Dates for each Subclass or Class of
offered Certificates and found such dates to be in agreement with those
set forth in the Prospectus Supplement;
(iv) if one or more Classes or Subclasses of offered
Certificates will be entitled to receive distributions of interest at
other than a fixed rate or distributions in reduction of Principal
Amount according to a schedule of planned or targeted amounts, or have
other characteristics which give rise to the use of tables in the
Prospectus Supplement reflecting yield or cash flow, such letters shall
also set forth such other statements as are customarily set forth by
KPMG LLP in such letters with respect to such Classes or Subclasses;
and
(v) using the assumptions and methodology used by CFMSI set
forth in the Prospectus Supplement, all of which shall be described by
reference in such letter, they have recalculated the percentages set
forth in the Prospectus Supplement in the tables entitled "Pre-tax
yield to maturity of Class B Certificates" compared the results of
their calculations to the corresponding items in such table and found
each such percentage set forth in each such table to be in agreement
with the results of such calculations.
(h) Subsequent to the date hereof, there shall not have occurred any
change, or any development involving a prospective change, in or affecting the
business or properties of CFMSI which the Underwriter concludes, after
consultation with CFMSI, in the judgment of the Underwriter, 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.
(i) The offered Certificates shall have been rated at least the rating
or ratings specified in Schedule I by the rating agency specified in Schedule I
and such ratings shall not have been rescinded or placed under review.
9
(j) CFMSI shall have furnished to the Underwriter such further
information, certificates and documents as the Underwriter may reasonably have
requested on or prior to the Closing Date.
If any of the conditions specified in this Section 6 shall not have
been 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 shall not be in all material respects reasonably satisfactory in form
and substance to the Underwriter and its counsel, this Agreement and all
obligations of the Underwriter hereunder may be canceled at, or at any time
prior to, the Closing Date by the Underwriter. Notice of such cancellation shall
be given to CFMSI in writing, or by telephone or telegraph confirmed in writing.
7. CONDITIONS TO THE OBLIGATION OF CFMSI. The obligation of CFMSI to
issue and sell the offered Certificates shall be subject to the satisfaction of
the conditions that on the Closing Date,
(a) the unoffered Certificates (as described in the Prospectus
Supplement) shall have been issued and sold under the Purchase Agreement dated
the date of this Agreement among CFMSI and the purchaser thereof.
(b) the Underwriter shall have delivered to CFMSI a certificate stating
that attached thereto are all of the information, tables, charts and other items
prepared by the Underwriter that constitute "Computational Materials" (as
defined in the letter dated May 4, 1994, from ▇▇▇▇▇ & ▇▇▇▇ to ▇▇▇▇▇ ▇. ▇▇▇▇▇,
Director of the Division of Corporation Finance of the Commission (together with
the Commission's response thereto dated May 20, 1994, the "▇▇▇▇▇▇ No-Action
Letter")) or "ABS Term Sheets" (as defined in the letter dated February 13, 1995
from Cleary, Gottlieb, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ to ▇▇▇▇▇▇▇ Arms, Associate Director
(Legal) of the Division of Corporation Finance of the Commission (together with
the Commission's response thereto dated February 17, 1995, the "PSA No-Action
Letter")) which are required to be filed with the Commission pursuant to the
terms of the ▇▇▇▇▇▇ No-Action Letter or the PSA No-Action Letter and stating
that the Underwriter has otherwise complied with the terms of the ▇▇▇▇▇▇
No-Action Letter and the PSA No-Action Letter.
(c) KPMG LLP shall have furnished to the Issuer and the Underwriter a
letter or letters, each in form and substance satisfactory to the Issuer,
relating to the ABS Term Sheets and Computational Materials of the Underwriter
filed in accordance with Section 5(f) and dated the date of the related Current
Report on Form 8-K and stating in effect that:
(i) using the assumptions and methodology used by the
Underwriter, all of which shall be described by reference in the
letter, they have recomputed the numerical data and dates set forth in
the ABS Term Sheets and Computational Materials (or portions thereof)
attached to such letter, compared the results of their calculations to
the corresponding items in such ABS Term Sheets and Computational
Materials (or portions thereof) and found such items to be in agreement
with the respective results of such calculations;
(ii) if such ABS Term Sheets and Computational Materials
include data reflecting the distribution of interest at other than a
fixed rate or the distribution in reduction of Principal Amount
according to a schedule of planned or targeted amounts, or reflecting
other characteristics which give rise to the use of tables in such ABS
Term Sheets and Computational Materials, such letter shall also set
forth such other statements as are customarily set forth by KPMG LLP in
such letter with respect to such data; and
(iii) they have performed certain specified procedures as a
result of which they have determined that the information of an
accounting, financial or statistical nature set forth in such
10
Computational Materials and ABS Term Sheets agrees with the data sheet
or computer tape prepared by CFMSI, unless otherwise indicated in such
letter.
8. INDEMNIFICATION AND CONTRIBUTION. (a) CFMSI agrees to indemnify and
hold harmless the Underwriter and each person who controls the Underwriter
within the meaning of either the Act or the Exchange Act against any and all
losses, claims, damages or liabilities, joint or several, to which it or any of
them may become subject under the Act, the Exchange Act, or other federal or
state statutory law or regulation, at common law or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon any untrue statement or alleged untrue statement of a
material fact (except any fact relating to CitiFinancial or its affiliates other
than CFMSI) contained in the Registration Statement or in the Prospectus, or in
any revision or amendment thereof or supplement thereto, or arise out of or are
based upon the omission or alleged omission to state therein a material fact
(except any fact relating to CitiFinancial or its affiliates other than CFMSI)
required to be stated therein or necessary to make the statements therein in
light of the circumstances under which they were made, not misleading, and
agrees to reimburse as incurred each such indemnified party for any legal or
other expenses reasonably incurred by them or him in connection with
investigating or defending any such loss, claim, damage, liability or action;
provided, however, that CFMSI will not be liable in any such case to the extent
that any such loss, claim, damage or liability arises out of or is based upon
(i) any such untrue statement or alleged untrue statement or omission or alleged
omission made therein in reliance upon and in conformity with written
information furnished to CFMSI by or on behalf of the Underwriter specifically
for use in connection with the preparation thereof, consisting solely of such
Underwriter's statements as are included in Schedule I hereto, or (ii) any such
untrue statement made in ABS Term Sheets or Computational Materials incorporated
therein as a result of any filing pursuant to Section 5(f) (except to the extent
any such untrue statement or alleged untrue statement results directly from
inaccurate information (including information set forth in the Collateral Term
Sheet referred to in Section 5(g)) or a failure to furnish information
specifically requested by the Underwriter (each, a "Collateral Error") provided
to the Underwriter by or on behalf of CFMSI or CFMC relating to the Mortgage
Loans) or (iii) any omission or alleged omission to state in Computational
Materials or ABS Term Sheets of the Underwriter incorporated by reference into
the Registration Statement or Prospectus as a result of any filing pursuant to
Section 5(f) a material fact that, when read in conjunction with the Prospectus,
is required to be stated therein or necessary to make the statements therein not
misleading (except to the extent any such omission or alleged omission results
directly from a Collateral Error), or (iv) any inaccuracy or untruth of the
statements or representations set forth in Section 7(b); and provided further
that such indemnity with respect to any Collateral Error shall not inure to the
benefit of the Underwriter (or any person controlling the Underwriter) from whom
the person asserting any loss, claim, damage or liability received any
Computational Materials or ABS Term Sheets that were prepared on the basis of
such Collateral Error, if, prior to the time of confirmation of the sale of
offered Certificates to such person, CFMSI notified the Underwriter in writing
of the Collateral Error or provided in written or electronic form information
superseding or correcting such Collateral Error (in any such case, a "Corrected
Collateral Error"), and the Underwriter failed to notify such person thereof or
to deliver such person corrected Computational Materials and/or ABS Term Sheets,
as applicable. This indemnity agreement will be in addition to any liability
which CFMSI may otherwise have.
(b) CitiFinancial agrees to indemnify and hold harmless the Underwriter
and each person who controls the Underwriter within the meaning of either the
Act or the Exchange Act against any and all losses, claims, damages or
liabilities, joint or several, to which it or any of them may become subject
under the Act, the Exchange Act, or other federal or state statutory law or
regulation, at common law or otherwise, insofar as such losses, claims, damages
or liabilities (or actions in respect thereof) arise out of or are based upon
any untrue statement or alleged untrue statement of a material fact relating to
CitiFinancial or its affiliates (other than CFMSI) contained in the Registration
Statement or in the Prospectus, or in any revision or amendment thereof or
supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact relating to CitiFinancial or its
11
affiliates (other than CFMSI) required to be stated therein or necessary to make
the statements therein in light of the circumstances under which they were made,
not misleading, and agrees to reimburse as incurred each such indemnified party
for any legal or other expenses reasonably incurred by them or him in connection
with investigating or defending any such loss, claim, damage, liability or
action; provided, however, that CitiFinancial will not be liable in any such
case to the extent that any such loss, claim, damage or liability arises out of
or is based upon (i) any such untrue statement or alleged untrue statement or
omission or alleged omission made therein in reliance upon and in conformity
with written information furnished to CitiFinancial by or on behalf of the
Underwriter specifically for use in connection with the preparation thereof,
consisting solely of such Underwriter's statements as are included in Schedule I
hereto, or (ii) any such untrue statement made in ABS Term Sheets or
Computational Materials incorporated therein as a result of any filing pursuant
to Section 5(f) (except to the extent any such untrue statement or alleged
untrue statement results directly from a Collateral Error) or (iii) any omission
or alleged omission to state in Computational Materials or ABS Term Sheets of
the Underwriter incorporated by reference into the Registration Statement or
Prospectus as a result of any filing pursuant to Section 5(f) a material fact
that, when read in conjunction with the Prospectus, is required to be stated
therein or necessary to make the statements therein not misleading (except to
the extent any such omission or alleged omission results directly from a
Collateral Error), or (iv) any inaccuracy or untruth of the statements or
representations set forth in Section 7(b); and provided further that such
indemnity with respect to any Collateral Error shall not inure to the benefit of
the Underwriter (or any person controlling the Underwriter) from whom the person
asserting any loss, claim, damage or liability received Computational Materials
or ABS Term Sheets, in the case of a Corrected Collateral Error, if the
Underwriter failed to notify such person thereof or to deliver to such person
corrected Computational Materials and/or ABS Term Sheets, as applicable. This
indemnity agreement will be in addition to any liability which CitiFinancial may
otherwise have.
(c) The Underwriter agrees to indemnify and hold harmless CFMSI and
CitiFinancial, each of their respective directors, each of their respective
officers who signed the Registration Statement or any amendment thereof, and
each person who controls CFMSI or CitiFinancial within the meaning of either the
Act or the Exchange Act, to the same extent as the foregoing indemnities from
CFMSI and CitiFinancial to the Underwriter, but only with reference to (i)
written information furnished to CFMSI or CitiFinancial by or on behalf of the
Underwriter specifically for use in connection with the preparation of the
Prospectus or any revision or amendment thereof or supplement thereto,
consisting solely of such Underwriter's statements as are included in Schedule I
hereto, (ii) any untrue statement made in ABS Term Sheets or Computational
Materials incorporated by reference into the Registration Statement or
Prospectus as a result of any filing pursuant to Section 5(f) (except to the
extent any such untrue statement or alleged untrue statement results directly
from a Collateral Error that is not subsequently a Corrected Collateral Error)
and (iii) any inaccuracy or untruth of the statements or representations set
forth in Section 7(b). This indemnity agreement will be in addition to any
liability which the Underwriter may otherwise have. Each of CFMSI and
CitiFinancial acknowledges that the statements set forth in Schedule I under the
heading "Underwriter's Statements to be Included in the Prospectus Supplement"
constitute the only information furnished in writing by or on behalf of the
Underwriter for inclusion in the Prospectus or any revision or amendment thereof
or supplement thereto, and the Underwriter confirms that such statements are
correct.
(d) Promptly after receipt by an indemnified party under this Section 8
of notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under this
Section 8, notify the indemnifying party in writing of the commencement thereof;
but the omission so to notify the indemnifying party will not relieve the
indemnifying party from any liability which it may have to any indemnified party
otherwise than under this Section 8. In case any such action is brought against
any indemnified party and it notifies the indemnifying party of the commencement
thereof, the indemnifying party will be entitled to participate therein, and to
the extent that it may elect by written notice delivered to the indemnified
party promptly
12
after receiving the aforesaid notice from such indemnified party, to assume the
defense thereof, with counsel satisfactory to such indemnified party; provided
that, if the defendants in any such action include both the indemnified party
and the indemnifying party and the indemnified party shall have reasonably
concluded that there may be legal defenses available to it and/or other
indemnified parties which are different from or additional to those available to
the indemnifying party, the indemnified party or parties shall have the right to
select separate counsel to assert such legal defenses and to otherwise
participate in the defense of such action on behalf of such indemnified party or
parties. Upon receipt of notice from the indemnifying party to such indemnified
party of its election so to assume the defense of such action and approval by
the indemnified party of counsel, the indemnifying party will not be liable to
such indemnified party in connection with the defense thereof unless (i) the
indemnified party shall have employed separate counsel in connection with the
assertion of legal defenses in accordance with the proviso to the next preceding
sentence (it being understood, however, that the indemnifying party shall not be
liable for the expenses of more than one separate counsel, approved by the
indemnified party or parties, representing the indemnified party or parties who
are parties to such action), (ii) the indemnifying party shall not have employed
counsel satisfactory to the indemnified party to represent the indemnified party
within a reasonable time after notice of commencement of the action or (iii) the
indemnifying party has authorized the employment of counsel for the indemnified
party at the expense of the indemnifying party; and except that, if clause (i)
or (iii) is applicable, such liability shall be only in respect of the counsel
referred to in such clause (i) or (iii).
(e) In order to provide for just and equitable contribution in
circumstances in which the indemnification provided for in this Section 8 is due
in accordance with its terms but is for any reason held by a court to be
unavailable on grounds of policy or otherwise, CFMSI or CitiFinancial, as the
case may be, and the Underwriter shall contribute to the aggregate losses,
claims, damages and liabilities (including legal and other expenses reasonably
incurred in connection with investigating or defending same) to which CFMSI or
CitiFinancial, as the case may be, and the Underwriter may be subject in such
proportion so that the Underwriter is responsible for 0.5% thereof and CFMSI or
CitiFinancial, as the case may be, is responsible for the balance; provided that
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 and provided further that, to the
extent such circumstances relate to any untrue statement made in ABS Term Sheets
or Computational Materials incorporated by reference into the Registration
Statement or Prospectus as a result of any filing pursuant to Section 5(f)
(except to the extent any such untrue statement resulted directly from a
Collateral Error that was not subsequently a Corrected Collateral Error) or any
inaccuracy or untruth of the statements or representations set forth in Section
7(b), then such contribution shall be determined based on the relative fault of
CFMSI or CitiFinancial, as the case may be, on the one hand, and the Underwriter
on the other in connection with the statements made in such ABS Term Sheets or
Computational Materials or the inaccuracy or untruth of such statements or
representations which resulted in such losses, claims, damages or liabilities,
as well as any other relevant equitable considerations. The relative fault shall
be determined by reference to whether the 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 CFMSI, CitiFinancial or the Underwriter, the intent of the parties
and their relative knowledge, access to information and opportunity to correct
or prevent such statement, omission or representation. For purposes of this
Section 8, each person who controls the Underwriter within the meaning of either
the Act or the Exchange Act shall have the same rights to contribution as the
Underwriter, and each person who controls CFMSI or CitiFinancial, as the case
may be, within the meaning of either the Act or the Exchange Act, each officer
of CFMSI or CitiFinancial, as the case may be, who shall have signed the
Registration Statement or any amendment thereof and each director of CFMSI or
CitiFinancial, as the case may be, shall have the same rights to contribution as
CFMSI or CitiFinancial, as the case may be. Any party entitled to contribution
will, promptly after receipt of notice of commencement of any action, suit or
proceeding against such party in respect of which a claim for contribution may
be made against another party or parties under this paragraph (e), notify such
party or
13
parties from whom contribution may be sought, but the omission to so notify such
party or parties shall not relieve the party or parties from whom contribution
may be sought from any other obligation it or they may have hereunder or
otherwise than under this paragraph (e).
9. TERMINATION. This Agreement shall be subject to termination by the
Underwriter, by notice given to CFMSI and CitiFinancial 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 shall have been suspended or
materially limited, (ii) a general moratorium on commercial banking activities
in New York shall have been declared by either federal or New York State
authorities, or (iii) there shall have occurred any material outbreak or
escalation of hostilities or other calamity or crisis the effect of which on the
financial markets of the United States is such as to make it, in the reasonable
judgment of the Underwriter after consultation with CFMSI, impracticable to
market the offered Certificates.
10. REPRESENTATIONS AND INDEMNITIES TO SURVIVE. The respective
agreements, representations, warranties, indemnities and other statements of
CFMSI and CitiFinancial and its respective officers and of the Underwriter set
forth in or made pursuant to this Agreement will remain in full force and
effect, regardless of any investigation made by or on behalf of the Underwriter,
CFMSI or CitiFinancial or any of the officers, directors or controlling persons
referred to in Section 8, and will survive delivery of and payment for the
offered Certificates. The provisions of Section 8 shall survive the termination
or cancellation of this Agreement.
11. OBLIGATION OF CITIFINANCIAL. CitiFinancial agrees, in consideration
of and as an inducement to the Underwriter's purchase of the offered
Certificates from CFMSI, to indemnify and hold harmless the Underwriter, and
each person who controls the Underwriter, against any failure by CFMSI to
perform any of its obligations under this Agreement, including, without
limitation, any obligation of CFMSI to the Underwriter pursuant to Sections 5
and 8, after receipt from the Underwriter of written notice of any such failure.
12. 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 8 and their
respective successors and assigns, and no other person will have any right or
obligation hereunder.
13. APPLICABLE LAW. This Agreement will be governed by and construed in
accordance with the laws of the State of New York.
14. MISCELLANEOUS. This Agreement supersedes all prior or
contemporaneous agreements and understandings relating to the subject matter
hereof. 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. This
Agreement may be signed in any number of counterparts, each of which shall be
deemed an original, which taken together shall constitute one and the same
instrument.
15. NOTICES. All communications hereunder will be in writing and
effective only upon receipt and, if sent to the Underwriter, will be delivered
to the Underwriter at the address specified in Schedule I, or if sent to CFMSI,
will be delivered to CitiFinancial Mortgage Securities Inc., _________, __th
▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attn: ______, Vice President; or if sent to
CitiFinancial, will be delivered to CitiFinancial Credit Company, ▇▇▇ ▇▇. ▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attn: _______, Vice President.
14
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to each of the undersigned a counterpart
hereof, whereupon this letter and your acceptance shall represent a binding
agreement among CFMSI, CitiFinancial and the Underwriter.
Very truly yours,
CITIFINANCIAL MORTGAGE SECURITIES INC.
By:__________________________________
Vice President
CITIFINANCIAL CREDIT COMPANY
By:__________________________________
Vice President
The foregoing Agreement is hereby
confirmed and accepted as of the
date first above written.
[Underwriter}
By:__________________________
Name:
Authorized Signatory
15
SCHEDULE I
----------
Underwriting Agreement dated ________, 2000
REMIC Pass-Through Certificates, Series 2000-[ ]
Offered Certificates: Senior Class A Certificates, Mezzanine Class M-1
Certificates, Mezzanine Class M-2 Certificates and
Subordinated Class B-1 Certificates (each in such
proportion of the Mortgage Loans as specified in
Attachment A hereto and within the respective
tolerances as are set forth therein).
The Senior Class A Certificates may include one or
more Subclasses of Class A Certificates with the prior
consent of an authorized officer of CFMSI, which
consent shall not unreasonably be withheld.
Subclasses of Senior Class A Certificates which are not
eligible to be held by DTC, the Mezzanine Class M
Certificates and the Class B-1 Certificates shall be
issued in definitive, fully registered form rather than
in book-entry form. The certificates representing such
Subclasses of Senior Class A Certificates, the
Mezzanine Class M Certificates and the Class B-1
Certificates shall be registered in such names and in
such denominations as the Underwriter shall request in
writing not less than two business days prior to the
Closing Date or, if the Underwriter shall fail to give
such notice, one certificate representing each of such
Subclasses of Senior Class A Certificates, the
Mezzanine Class M Certificates and the Class B-1
Certificates shall be registered in the name of the
Underwriter.
Purchase Price:
__________% of the Initial Principal Amount of the
Senior Class A Certificates, _____% of the Initial
Principal Amount of the Class M-1 Certificates, _____%
of the Initial Principal Amount of the Class M-2
Certificates and ______% of the Initial Principal
Amount of the Class B-1 Certificates plus, in each case
(other than in the case of principal only Subclasses of
Certificates), accrued interest from (and including)
the Cut-Off Date to (but excluding) the Closing Date at
the rate of _____% per annum, plus $__,000.
Underwriter and Address
for Notices: [Name]
[Address]
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
I-1
Description of Mortgage
Loans: 10- to 30-year [fixed]-rate conventional one- to
four-family home equity mortgage loans having an
aggregate principal balance as of the Cut-Off Date of
approximately $___,000,000 (subject to an upward or
downward variance of up to 5%). The weighted average
Note Rate of the Mortgage Loans as of the Cut-Off Date
is expected to be at least _____% but not more than
_____%.The weighted average remaining term to stated
maturity of the Mortgage Loans as of the Cut-Off Date
is expected to be at least ___ months but no more
than ___ months. The Mortgage Loans, subject to certain
changes by CFMSI, are further described in Attachment A
hereto.
Cut-Off Date: _________ 1, 2000.
Ratings of
offered Certificates: The Senior Class A Certificates shall be rated "AAA" by
Standard & Poor's Ratings Group ("S&P") and "AAA" by
Fitch IBCA, Inc. ("Fitch"). The Class M-1 Certificates
shall be rated at least "AA" by Fitch, the Class M-2
Certificates shall be rated at least "A" by Fitch, and
the Class B-1 Certificates shall be rated at least
"BBB" by Fitch.
Denominations:
The denominations of the offered Certificates will be
an Initial Principal Amount of $1,000 and any whole
dollar amount in excess thereof (except that one
Certificate of Class A-[ ] and one Class M-1, Class M-2
and Class B-1 Certificate may be in a different
denomination).
Underwriter's Statements
to be Included in the
Prospectus Supplement: The purchase price for the offered Certificates will be
set by the underwriter or negotiated by the purchaser
and the underwriter at the time of sale.
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY
OVER-ALLOT OR EFFECT TRANSACTIONS THAT STABILIZE OR
MAINTAIN THE MARKET PRICE OF THE OFFERED CERTIFICATES
AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN
THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE
DISCONTINUED AT ANY TIME.
Subject to the terms and conditions of the underwriting
agreement among CitiFinancial, CFMSI and the
underwriter, the underwriter will purchase the offered
Certificates from CFMSI upon issuance. The underwriter
has committed to purchase all of the offered
Certificates if any Certificates are purchased. The
underwriter will distribute the offered Certificates
from time to time in negotiated transactions or
otherwise at varying prices to be determined at the
time of sale. In
I-2
connection with the purchase and sale of the
offered Certificates, the Underwriter may be deemed to
have received compensation from CFMSI in the form of
underwriting discounts.
Delivery and Payment: Same day funds by federal funds wire.
Closing Date and
Location: 10:00 a.m.(New York City time) on ______ __, 2000 at
the offices of:
Citigroup Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
I-3
