Exhibit 1.1
CITICORP RESIDENTIAL MORTGAGE SECURITIES, INC.
Citicorp Residential Mortgage Trust, Series 2006-2
REMIC Pass-Through Certificates
Underwriting Agreement
September 21, 2006
To: Citigroup
Global Markets Inc., as Representative
390
Greenwich Street, 6th Floor
New York,
New York 10013
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 September 20, 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,
(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
11:30 a.m. on
September 21, 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 or any Free Writing
Prospectus 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
prepared by CRMSI, and the Underwriters shall, in the case of an
Underwriter
Free Writing Prospectus, 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 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
33-8891. 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, if such ABS ICM contains only
information
of the type specified in paragraph (5) of the definition of
"ABS
informational and computational materials" in Item 1101(a) of
Regulation AB under the Securities Act (such information,
"Computational Materials"), the Underwriter shall convey such
Computational Materials only in the form of a Free Writing
Prospectus pursuant to Rule 433 under the Securities Act and
shall not convey such Computational Materials in reliance on
Rules 167 and 426 under the Securities Act; provided further
that if any ABS ICM 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"), the Underwriter shall convey such Computational
Materials only in the form of a Free Writing Prospectus
pursuant
to Rule 433 under the Securities Act and shall not convey such
Computational Materials in reliance on Rules 167 and 426 under
the Securities Act; and provided further that, if such ABS ICM
contains any information that 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 constitute a Traditional Term
Sheet or a Structural 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 (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, ABS ICM referred to in Section 4e,
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 Computational Materials
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, and
(iii) if an Underwriter Free Writing Prospectus, did not at the
time
of sale include any untrue statement of a material fact or omit
any material fact necessary to make the statements contained
therein, when considered in conjunction with the 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 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 prepa
