Citicorp
Mortgage Securities, Inc.
Depositor
CitiMortgage,
Inc.
Servicer
and Master Servicer
U.S.
Bank
National Association
Trustee
Citibank,
N.A.
Paying
Agent, Certificate Registrar
and
Authenticating Agent
Pooling
and Servicing Agreement
CMALT
(CitiMortgage Alternative Loan Trust), Series 2007-A6
REMIC
Pass-Through Certificates
Contents
PARTIES
9
BACKGROUND
9
AGREEMENT
9
SERIES
TERMS 9
12 The
series
9
12.1
Establishment
9
12.2
General
terms for classes
10
12.3
Target
rate 13
12.4
Ratio-stripped
IO and PO classes
13
12.5
Loss
limits 13
12.6
Denominations
13
12.7
The
mortgage loans
13
12.8
Right
to repurchase
13
12.9
Book-entry
and definitive certificates
14
12.10
Voting
interests
14
12.11
Cash
deposit
14
13 Principal
balances
14
13.1
Class
balances
14
13.2
Certificate
balances
14
14 Allocations
14
14.1
Interest
allocations
14
14.2
Principal
allocations
15
14.3
Unscheduled
principal
16
14.4
Maintenance
of subordination
17
15 Allocations
among the senior classes
17
15.1
Order
of allocation among senior
target-rate classes 17
15.2
NAS
classes 19
15.3
PAC
classes 19
15.4
TAC
classes 19
16 Distributions
19
16.1
Types
of distributions
19
16.2
Accrual
and accrual directed classes
20
16.3
Distribution
priorities
20
16.4
Distributions
to certificate holders
21
16.5
Final
distribution on the residual
certificates 21
16.6
Wire
transfer eligibility
22
17 Adjustments
to class balances
22
18 Loss
recoveries
23
19 Additional
structuring features
24
20 LIBOR
classes
24
21 Composite
and component classes
24
22 Multiple-pool
series
25
22.1
Adjustment
of subordinated component
class principal balances 25
22.2
Maintenance
of subordination
27
22.3
Distribution
shortfalls
27
22.4
Undersubordination
28
22.5
Undercollateralization
28
22.6
Non-subordinated
interest shortfalls
30
23 Super
senior and super senior support
classes 30
24 Retail
classes
31
25 Insured
classes
31
26 Advance
account
31
27 REMIC
provisions
31
27.1
Constituent
REMICs
31
27.2
The
class P and class L regular
interests 32
27.3
Principal
distributions and loss
allocations to class L and class P regular interests 32
27.4
Interest
distributions to class L and
class P regular interests 33
27.5
REMIC
accounts and distributions
33
27.6
Tax
matters person
35
28 Yield
maintenance agreement
35
28.1
Yield
maintenance agreement
35
28.2
Tax treatment 37
29 Notice
addresses
38
30 Initial
Depositories
38
31 ABN
AMRO as third-party servicer
38
STANDARD
TERMS 39
1
Definitions
and usages
39
1.1
Defined
terms
39
1.2
Usages
56
1.3
Calculations
respecting mortgage loans
56
2
Transfer
of mortgage loans and issuance
of certificates; repurchase and substitution 57
2.1
Transfer
of mortgage loans
57
2.2
CMSI’s
representations and warranties
61
2.3
Repurchase
or substitution of mortgage
loans 63
3
Servicing
65
3.1
CitiMortgage
as servicer and master
servicer 65
3.2
Collections
67
3.3
Certificate
and other accounts
67
3.4
Prepayment
interest shortfalls
70
3.5
Advances
70
3.6
Distributions
73
3.7
Third-party
servicing
75
3.8
Permitted
withdrawals from certificate
account 76
3.9
Expenses
77
3.10
Primary
mortgage insurance
78
3.11
Hazard
insurance
78
3.12
Realization
on defaulted mortgage loans
79
3.13
Release
of mortgage files
81
3.14
Reports
to certificate holders and
others 82
3.15
Tax
returns and reports
84
3.16
Application
of buydown funds
84
3.17
Assumption
and modification agreements
85
3.18
Refinancings
and curtailments; loan
modifications 85
3.19
Investment
accounts
86
3.20
Paying
Agent and Certificate Registrar
89
3.21
Exchange
Act reporting
90
4
CitiMortgage
91
4.1
Liability
of CitiMortgage and others
91
4.2
Assumption
of CitiMortgage’s
obligations by affiliate 92
4.3
Maintenance
of office or agency
92
4.4
Servicer
not to resign
92
4.5
Delegation
of duties
93
4.6
Errors
and omissions insurance
93
5
The
certificates
93
5.1
The
certificates
93
5.2
Registration
of transfer and exchange
of certificates 94
5.3
Mutilated,
destroyed, lost or stolen
certificates 98
5.4
Persons
deemed owners
99
5.5
Access
to list of certificate holders’
names and addresses 99
5.6
Definitive
certificates
99
5.7
Notices
to Clearing Agency
100
6
[Reserved]
100
7
Default
100
7.1
Events
of Default
100
7.2
Trustee
to act; appointment of
successor 101
8
The
Trustee
101
8.1
Duties
101
8.2
Liability
103
8.3
Trustee not liable for certificates or mortgage loans 103
8.4
Trustee
may own certificates
104
8.5
Trustee’s
fees and expenses
104
8.6
Eligibility
requirements for Trustee
105
8.7
Resignation
or removal of Trustee
105
8.8
Successor
trustee
106
8.9
Merger
or consolidation of Trustee
106
8.10
Appointment
of co-trustee or separate
trustee 107
8.11
Tax
returns
108
8.12
Appointment
of authenticating agent
108
9
Termination
109
9.1
Termination
upon repurchase by
CMSI
or liquidation of all mortgage loans
109
10
General
provisions
111
10.1
Amendments
111
10.2
Recordation
of Agreement
112
10.3
Limitation
on rights of certificate
holders 112
10.4
Governing
law
113
10.5
Maintenance
of REMICs
113
10.6
Notices
113
10.7
Severability
of provisions
114
10.8
Assignment
114
10.9
Certificates
nonassessable and fully
paid 114
11
Depositories
114
11.1
Depositories
114
SIGNATURES
AND ACKNOWLEDGMENTS 116
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Schedule
1: Servicing criteria to be addressed in report on assessment of
compliance
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Appendix 1: Transferee’s Affidavit
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Exhibit
A: Forms of certificates
A-1
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Exhibit
B: Mortgage Loan Schedules
B-1
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Exhibit
C: Form of Mortgage Note Custodial Agreement
C-1
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Exhibit
D: Form of Purchaser Letter
D-1
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Exhibit
E: Form of ERISA Letter
E-1
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Exhibit
F: Form of Yield Maintenance Agreement
F-1
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Defined
Terms
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ACCRUAL
DIRECTED CLASS, 20
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ACCRUAL
TERMINATION DAY, 39
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ADVANCE
ACCOUNT ADVANCES, 31
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ADVANCE
ACCOUNT AVAILABLE ADVANCE AMOUNT,
31
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ADVANCE
ACCOUNT DEPOSITORY, 31
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ADVANCE
ACCOUNT DEPOSITORY AGREEMENT, 31
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ADVANCE
ACCOUNT FUNDING DATE, 31
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ADVANCE
ACCOUNT TRIGGER DATE, 31
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AFFILIATED
MORTGAGE LOANS, 65
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AFFILIATED
PAYING AGENT ADVANCES, 71
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AFFILIATED
SERVICING FEE RATE, 39
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AGGREGATE
OUTSTANDING ADVANCES, 39
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ALTERNATIVE
CERTIFICATE ACCOUNT, 114
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ALTERNATIVE
CUSTODIAL ACCOUNTS FOR P&I, 114
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ALTERNATIVE
ESCROW ACCOUNT, 114
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ALTERNATIVE
SERVICING ACCOUNT, 114
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APPLICABLE
CONSTITUENT REMIC, 31
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ASSUMED
PRINCIPAL BALANCE, 36
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AUTHENTICATING
AGENT, 10, 108
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BANKRUPTCY
COVERAGE TERMINATION DATE, 39
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BANKRUPTCY
LOSS LIMIT, 40
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BOOK-ENTRY
CERTIFICATES, 14
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BUYDOWN
MORTGAGE LOAN, 40
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BUYDOWN
SUBSIDY AGREEMENT, 40
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CERTIFICATE
INSURANCE POLICY, 31
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CERTIFICATE
REGISTRAR, 10
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CITIBANK
BANKING AFFILIATE, 40
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CLASS
A-PO CERTIFICATES, 9
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CLASS
B-X CERTIFICATES, 10
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CLASS
IA-IO CERTIFICATES, 9
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CLASS
IA-X CERTIFICATES, 9
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CLASS
IIA-1 CERTIFICATES, 9
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CLASS
IIA-IO CERTIFICATES, 9
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CLASS
L REGULAR INTEREST, 32
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CLASS
LR CERTIFICATES, 10
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CLASS
P REGULAR INTERESTS, 32
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CLASS
PR CERTIFICATES, 10
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CLASSES
A-X THROUGH A-Y,
41
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CLASSES
B-X THROUGH B-Y,
41
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CLEARING
AGENCY PARTICIPANT, 41
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COLLECTED
SERVICING FEE, 41
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CORPORATE
TRUST OFFICE, 38
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CURRENT
INTEREST ALLOCATION, 15
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CUSTODIAL
ACCOUNTS FOR P&I, 69
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CUSTODIAL
INVESTMENT ACCOUNT, 87
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DEBT
SERVICE REDUCTION, 41
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DEFINITIVE
CERTIFICATES, 14
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DISQUALIFIED
ORGANIZATION, 95
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DISTRIBUTION
DAY DATA, 74
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DISTRIBUTION
DAY STATEMENT, 75
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ELIGIBLE
SUBSTITUTE MORTGAGE LOAN, 64
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ERISA
PROHIBITED HOLDER, 95
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ERISA
RESTRICTED CERTIFICATES, 43
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GROUP
TARGET-RATE CLASS PERCENTAGE, 43
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HIGH-COST
MORTGAGE LOAN, 43
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HYPOTHETICAL
MORTGAGE LOAN, 43
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IMPAIRED
SUBORDINATION LEVEL, 17
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INDEPENDENT
ACCOUNTANTS, 44
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INITIAL
BANKRUPTCY LOSS LIMIT, 13
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INITIAL
FRAUD LOSS AMOUNT, 13
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INITIAL
SPECIAL HAZARD LOSS LIMIT, 13
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INTEREST
ALLOCATION CARRYFORWARD, 15
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INTEREST
DISTRIBUTION, 19
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INTEREST
PORTION OF A LIQUIDATED LOAN LOSS,
45
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INTEREST
PORTION OF A REALIZED LOSS, 52
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INTERNAL
REVENUE CODE, 44
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LAST
SCHEDULED DISTRIBUTION DAY, 10
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LATEST
POSSIBLE MATURITY DATE, 10
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LOWER–TIER
REMIC ACCOUNT, 33
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MASTER
SERVICING FEE RATE, 45
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MAXIMUM
PROTECTION PERCENTAGE, 36
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MONTHLY
AFFILIATED SERVICING FEE RATE, 39
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MONTHLY
MASTER SERVICING FEE RATE, 45
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MONTHLY
PASS-THROUGH RATE, 49
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MONTHLY
THIRD-PARTY SERVICING FEE RATE, 55
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MORTGAGE
LOAN SCHEDULE, 46
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MORTGAGE
NOTE CUSTODIAL AGREEMENT, 57
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MORTGAGE
NOTE CUSTODIAN, 57
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NET
LIQUIDATION PROCEEDS, 46
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NET
PAYING AGENT ADVANCES, 46
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NET
VOLUNTARY ADVANCES, 46
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NON-ACCELERATED
SENIOR CLASSES, 19
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NONRECOVERABLE
ADVANCE, 46
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NON-SUBORDINATED
LOSSES, 47
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NON-SUPPORTED
PREPAYMENT INTEREST SHORTFALL, 47
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OFFICER’S
CERTIFICATE, 47
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ORDER
OF SUBORDINATION, 47
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PAYING
AGENT FAILURE ADVANCE, 31
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PLANNED
AMORTIZATION CLASS, 19
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POOL
DISTRIBUTION AMOUNT, 49
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POOLING
REMIC ACCOUNT, 33
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PREDATORY
LENDING LAW, 49
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PREDECESSOR
CERTIFICATES, 50
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PREPAYMENT
INTEREST SHORTFALL, 50
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PRIMARY
MORTGAGE INSURANCE CERTIFICATE, 50
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PRINCIPAL
DISTRIBUTION, 19
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PRINCIPAL
PORTION OF A LIQUIDATED LOAN LOSS,
45
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PRINCIPAL
PORTION OF A REALIZED LOSS, 52
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PROPERTY
PROTECTION EXPENSES, 50
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RATIO-STRIPPED
IO CLASS, 51
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RATIO-STRIPPED
IO LOAN, 51
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RATIO-STRIPPED
PO CLASS, 52
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RATIO-STRIPPED
PO LOAN, 52
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REMITTANCE
DELINQUENCY, 70
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REMITTANCES
ON AFFILIATED MORTGAGE LOANS, 67
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REMITTANCES
ON THIRD-PARTY LOANS, 69
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REQUIRED
AMOUNT OF CERTIFICATES, 52
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RESIDUAL
CERTIFICATES, 10
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RESIDUAL
DISTRIBUTION, 19
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SCHEDULED
MONTHLY LOAN PAYMENT, 53
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SCHEDULED
PRINCIPAL BALANCE, 53
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SCHEDULED
PRINCIPAL PAYMENTS, 53
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SCHEDULED
SERVICING FEE, 53
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SERVICING
ACCOUNT ADVANCES, 70
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SPECIAL
HAZARD LOSS LIMIT, 54
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SPECIAL
HAZARD PERCENTAGE, 54
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SPECIAL
SERVICING AGREEMENT, 65
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SPECIALLY
SERVICED MORTGAGE LOANS, 65
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SUBORDINATION
DEPLETION DATE, 54
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SUBSTITUTION
ADJUSTMENT AMOUNT, 64
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SUPER
SENIOR SUPPORT CLASSES, 30
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TARGETED
AMORTIZATION CLASS, 19
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TARGET-RATE
CLASS PERCENTAGE, 54
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THIRD-PARTY
MORTGAGE LOANS, 65
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THIRD-PARTY
PAYING AGENT ADVANCE, 72
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THIRD-PARTY
SERVICER ADVANCE, 71
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THIRD-PARTY
SERVICING AGREEMENT, 65
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THIRD-PARTY
SERVICING FEE, 55
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THIRD-PARTY
SERVICING FEE RATE, 55
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UNCOMMITTED
CASH ADVANCES, 71
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UNSCHEDULED
PRINCIPAL PAYMENTS, 55
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UPPER-TIER
REMIC ACCOUNT, 34
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YIELD
MAINTENANCE AGREEMENT, 35
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YIELD
MAINTENANCE AMOUNT, 36
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YIELD
MAINTENANCE PAYMENTS, 36
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YIELD
MAINTENANCE PERCENTAGE, 36
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YIELD
MAINTENANCE PROVIDER, 35
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YIELD
MAINTENANCE RESERVE FUND, 37
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YIELD
PROTECTED CERTIFICATES, 35
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POOLING
AND SERVICING AGREEMENT
PARTIES
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·
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Citicorp
Mortgage Securities, Inc., a Delaware corporation
(CMSI)
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·
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CitiMortgage,
Inc., a New York corporation
(CitiMortgage)
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·
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U.S.
Bank National Association, a national banking association, in its
individual capacity and as Trustee
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·
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Citibank,
N.A., a national banking association, in its individual capacity
and as Paying Agent, Certificate Registrar, and Authenticating
Agent
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BACKGROUND
In
the
regular course of their business, affiliates of CMSI originate and acquire
mortgage loans. CMSI, CitiMortgage and the Trustee wish to set forth the
terms
and conditions under which the Trust will acquire the mortgage loans listed
in
exhibit B, certificates will be issued to holders evidencing ownership interests
in the Trust Fund, and CitiMortgage will manage and service the mortgage
loans.
AGREEMENT
This
Pooling and Servicing Agreement (this agreement) consists of sections 1
through 11 (the Standard Terms) and sections 12 and following (the
Series Terms). The Standard Terms follow the Series Terms. If there
is
a conflict or inconsistency between the Standard Terms and the Series Terms,
the
Series Terms will prevail.
SERIES
TERMS
12.1
Establishment
A
common
law trust is established under New York law as of June 1, 2007 (the cut-off
date), to be called the “CMALT (CitiMortgage Alternative Loan Trust),
Series 2007-A6” (the Trust). CMSI is the settlor of the Trust, and U.S.
Bank National Association is the trustee (in such capacity, the
Trustee).
The
Trust
will issue a series of certificates designated as “CMALT (CitiMortgage
Alternative Loan Trust), Series 2007-A6 REMIC Pass-Through Certificates.” The
certificates will consist of and be further designated as
(i) 26
senior classes of certificates individually designated as
· for
each integer x, from 1 through 22, inclusive, “Senior Class
IA-x Certificates” (the class IA-x certificates or class
IA-x);
· “Senior
Class IIA-1 Certificates” (the class IIA-1 certificates or class
IIA-1);
· “Senior
Class IA-IO Certificates” (the class IA-IO certificates or class
IA-IO);
·
“Senior Class IIA-IO Certificates” (the class IIA-IO certificates or
class IIA-IO); and
· “Senior
Class A-PO Certificates” (the class A-PO certificates or class
A-PO).
· (ii) six
subordinated classes of certificates designated, for each integer
x, from 1 through 6, inclusive, as “Subordinated Class B-x
Certificates” (the class B-x certificates or class B-x)
(together with the senior classes of certificates, the certificates);
and
(iii) three
residual interests individually designated as
· “Class
PR Certificates” (the class PR certificates),
· “Class
LR Certificates” (the class LR certificates), and
· “Class
R Certificates” (the class R certificates).
The
class
PR, LR and R certificates together constitute the residual
certificates.
The
Trustee hereby appoints Citibank, N.A. as Authenticating
Agent.
CMSI,
with the approval of the Trustee, hereby appoints the corporate trust department
of Citibank, N.A. as Paying Agent and
CertificateRegistrar.
The
Mortgage Note Custodian is Citibank, N.A.
The
Underwriter for the series is Greenwich Capital Markets, Inc., and the
Purchaser is Greenwich Capital Markets, Inc.
The
certificates will be first executed, authenticated and delivered on June
27,
2007 (the closing date). The closing date will also be the startup
day.
The
25th
day of each month (or if the 25th is not a business day, the next succeeding
business day), beginning in July 2007, will be a distribution day. The
last scheduled distribution day for each class is specified in the
following table. The latest possible maturity date of each class for
purposes of section 860G(a)(1) of the Internal Revenue Code and Treasury
Regulations section 1.860G-1(a)(4)(iii) will be June 25, 2037.
The
nationally recognized statistical rating agencies for the senior
classes are Moody’s and Fitch, and for classes IA-1, IA-3, IA-13, IA-15, IA-16,
IA-19, IA-20 and IA-21 only, S&P; the rating agency for classes B-1 through
B-5 is Fitch.
12.2
General
terms for
classes
The
classes will have the following initial principal balances, certificate
rates, and for the subordinated classes, initial target-rate class
percentages and initial subordination levels:
|
class
|
initial
principal (or notional) balance
|
certificate
rate (per annum)
|
initial
target-rate class percentage (1)
|
initial
subordination level (2)
|
last
scheduled distribution day
|
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IA-1
|
$67,500,000.00
|
(3)
|
N/A
|
N/A
|
|
|
IA-2
|
67,500,000.00
(notional)(4)
|
(3)
|
N/A
|
N/A
|
|
|
IA-3
|
81,089,000.00
|
6%
|
N/A
|
N/A
|
|
|
IA-4
|
24,872,000.00
|
6%
|
N/A
|
N/A
|
|
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IA-5
|
65,000,000.00
|
6%
|
N/A
|
N/A
|
|
|
IA-6
|
21,638,000.00
|
6%
|
N/A
|
N/A
|
|
|
IA-7
|
65,000,000.00
|
6%
|
N/A
|
N/A
|
|
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IA-8
|
4,600,000.00
|
6%
|
N/A
|
N/A
|
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|
IA-9
|
3,890,000.00
|
6%
|
N/A
|
N/A
|
|
|
IA-10
|
176,671,000.00
|
6%
|
N/A
|
N/A
|
|
|
IA-11
|
50,655,000.00
|
6%
|
N/A
|
N/A
|
|
|
IA-12
|
173,195,000.00
|
6%
|
N/A
|
N/A
|
|
|
IA-13
|
25,000,000.00
|
6%
|
N/A
|
N/A
|
|
|
IA-14
|
10,539,000.00
|
6%
|
N/A
|
N/A
|
|
|
IA-15
|
35,573,000.00
|
6%
|
N/A
|
N/A
|
|
|
IA-16
|
20,000,000.00
|
6%
|
N/A
|
N/A
|
|
|
IA-17
|
1,276,000.00
|
6%
|
N/A
|
N/A
|
|
|
IA-18
|
10,000.00
|
6%
|
N/A
|
N/A
|
|
|
IA-19
|
28,360,000.00
|
6.5%
|
N/A
|
N/A
|
|
|
IA-20
|
17,349,000.00
|
5.5%
|
N/A
|
N/A
|
|
|
IA-21
|
11,011,000.00
|
5.5%
|
N/A
|
N/A
|
|
|
IA-22
|
13,524,000.00
|
6%
|
N/A
|
N/A
|
|
|
IA-IO
|
859,436,245.55
(notional)(5)
|
Variable
(6)
|
N/A
|
N/A
|
|
|
IIA-1
|
20,069,000.00
|
5.5%
|
N/A
|
N/A
|
|
|
IIA-IO
|
20,572,386.39
(notional)(5)
|
Variable
(6)
|
N/A
|
N/A
|
|
|
A-PO
(composite)
|
3,429,676.00
|
0%
|
N/A
|
N/A
|
|
|
IA-PO
(component)
|
3,415,771.01
|
0%
|
N/A
|
N/A
|
N/A
|
|
IIA-PO
(component)
|
13,904.99
|
0%
|
N/A
|
N/A
|
N/A
|
|
B-1
(composite)
|
25,238,000.00
|
Blended
|
2.609121025822%
|
2.600102600690%
|
|
|
IB-1
(component)
|
24,687,370.61
|
6%
|
2.609303811616%
|
N/A
|
N/A
|
|
IIB-1
(component)
|
550,629.39
|
5.5%
|
2.600952087923%
|
N/A
|
N/A
|
|
B-2
(composite)
|
8,252,000.00
|
Blended
|
0.853097183021%
|
1.750019491562%
|
|
|
IB-2
(component)
|
8,071,962.21
|
6%
|
0.853156947993%
|
N/A
|
N/A
|
|
IIB-2
(component)
|
180,037.79
|
5.5%
|
0.850426207684%
|
N/A
|
N/A
|
|
B-3
(composite)
|
6,309,000.00
|
Blended
|
0.652228566127%
|
1.100095311304%
|
|
|
IB-3
(component)
|
6,171,353.56
|
6%
|
0.652274258954%
|
N/A
|
N/A
|
|
IIB-3
(component)
|
137,646.44
|
5.5%
|
0.650186493490%
|
N/A
|
N/A
|
|
B-4
(composite)
|
4,369,000.00
|
Blended
|
0.451670091204%
|
0.650021013706%
|
|
|
IB-4
(component)
|
4,273,679.46
|
6%
|
0.451701733614%
|
N/A
|
N/A
|
|
IIB-4
(component)
|
95,320.54
|
5.5%
|
0.450255950239%
|
N/A
|
N/A
|
|
B-5
(composite)
|
3,397,000.00
|
Blended
|
0.351184092429%
|
0.300077688245%
|
|
|
IB-5
(component)
|
3,322,886.04
|
6%
|
0.351208695145%
|
N/A
|
N/A
|
|
IIB-5
(component)
|
74,113.96
|
5.5%
|
0.350084564651%
|
N/A
|
N/A
|
|
B-6
(composite)
|
2,912,939.00
|
Blended
|
0.301141548135%
|
N/A
|
|
|
IB-6
(component)
|
2,849,386.03
|
6%
|
0.301162645047%
|
N/A
|
N/A
|
|
IIB-6
(component)
|
63,552.97
|
5.5%
|
0.300198699344%
|
N/A
|
N/A
|
|
(1)
|
The
initial target-rate class percentages
are:
|
|
senior
target-rate classes:
|
94.781557493262%
|
|
group
I senior target-rate classes:
|
94.781191907630%
|
|
group
II senior target-rate classes:
|
94.797895996669%
|
|
subordinated
classes:
|
5.218442506738%
|
|
(2)
|
The
initial subordination level for the senior classes is
5.200005352528%.
|
|
(3)
|
The
annual interest rates for the first LIBOR accrual period of June
25, 2007
through July 24, 2007, the formulas for the annual interest rates
for
subsequent LIBOR accrual periods, and the maximum and minimum annual
interest rates for each LIBOR and inverse LIBOR class are as
follows:
|
| |
|
Annual
interest rate
|
|
Class
|
LIBOR
accrual period beginning date
|
For
first accrual period
|
Formula
for subsequent accrual periods
|
Maximum
|
Minimum
|
|
IA-1
|
25th
day of month
|
5.92%
|
libor
+ 0.6%*
|
6%*
|
0.6%
|
|
IA-2
|
25th
day of month
|
0.08%
|
5.4%
– libor
|
5.4%
|
0%
|
|
|
*
|
Class
IA-1 will benefit from a yield maintenance agreement with The Bank
of New
York that may provide additional payments to those holders for
distribution days for which LIBOR is greater than 5.4%. See “Yield
maintenance agreement” below.
|
|
(4)
|
The
notional balance of class IA-2 on any distribution day will equal
the
principal balance of class IA-1 on that distribution
day.
|
|
(5)
|
After
the first distribution day, each ratio-stripped IO class will have
a
notional balance on any distribution day equal to the aggregate
scheduled
principal balance of the premium loans of the related pool on the
last day
of the preceding month.
|
|
(6)
|
Each
ratio-stripped IO class will accrue interest on its notional balance
at an
annual rate equal to the weighted average net loan rate of the
premium
loans in its related pool minus the target rate for that pool.
The initial
annual interest rates for the ratio-stripped IO classes are expected
to be
approximately:
|
|
Class
IA-IO
|
0.3544052881%
|
|
Class
IIA-IO
|
0.3876369531%
|
12.3
Target
rate
The
annual target rates for the pools are
pool
I: 6%
pool
II: 5.5%
Each
class other than any ratio-stripped IO or ratio-stripped PO class is a
target-rate class.
12.4
Ratio-stripped
IO and PO
classes
Each
of
classes IA-IO and IIA-IO is a ratio-stripped IO class, and class A-PO is
a
ratio-stripped PO class.
12.5
Loss
limits
There
is
no initial special hazard loss limit, initial bankruptcy loss
limit, or initial fraud loss amount.
12.6
Denominations
The
denominations of
· the
senior class certificates and the class B-1 through B-3 certificates are
initial
principal (or, for any IO classes, notional) balances of $1,000 and any whole
dollar amount above $1,000,
· the
class B-4, B-5 and B-6 certificates are $100,000 initial principal balance
and
any larger integral multiple of $1,000, and
· the
residual certificates are percentage interests summing to 100%.
If
the
initial principal or notional balance of a class is not a permitted denomination
for a certificate of that class, one certificate of the class may be issued
in a
different denomination.
12.7
The
mortgage
loans
The
mortgage loans in the Trust Fund are identified on the mortgage loan schedule.
The mortgage loans in
· pool
I will consist primarily of 17- to 30-year fixed-rate conventional one- to
four-family mortgage loans, and
· pool
II will consist primarily of 10- to 15-year fixed-rate conventional one-
to
four-family mortgage loans.
12.8
Right
to
repurchase
CMSI
cannot exercise its right to repurchase the mortgage loans pursuant to section
9.1(a) of the Standard Terms unless
· the
aggregate scheduled principal balance of the mortgage loans is less
than
$97,072,861.60
at the time of repurchase, and
· if
there is an insured class outstanding and the exercise of such repurchase
right
would result in a draw under any certificate insurance policy, the Insurer
has
previously consented.
12.9
Book-entry
and definitive
certificates
All
senior class certificates (other than the ratio-stripped IO certificates)
and
the class B-1 through B-3 certificates will be issued as book-entry
certificates. Book-entry certificates for a class or a group of classes
will be represented by one or more certificates issued in the name of a
depository. The ratio-stripped IO certificates, the class B-4 through B-6
certificates, and the residual certificates will be issued in fully registered
certificated form (definitive certificates).
12.10
Voting
interests
Each
IO
class will have a 1% voting interest. The remaining voting interest
will be allocated to the other classes in proportion to their principal
balances. The voting interest of any class will be allocated among the
certificates of the class in proportion to the certificates’ principal or
notional balances, except that an Insurer will be entitled to the voting
interest of an insured class for as long as the insured class is outstanding
and
the Insurer is not in default.
12.11
Cash
deposit
No
cash
will be deposited into the certificate account on the closing date.
13.1
Class
balances
Each
class that is not an IO class will have a principal balance, and each
IO class will have a notional balance. The principal or notional
balance of multiple classes (e.g., the senior classes) is the aggregate
of the principal or notional balances of those classes.
The
initial principal or notional balance for each class is stated in “The series –
General terms for classes” above. The principal balance of each class that is
not an IO class will be adjusted on each distribution day, as described in
“Adjustments to class balances” below.
The
notional balance of a ratio-stripped IO class for any distribution day after
the
initial distribution day will equal the aggregate scheduled principal balance
of
the premium loans of the related pool on the last day of the preceding
month.
The
notional balance of each IO class that is not a ratio-stripped IO class will
be
adjusted on each distribution day as described in “The series – General terms
for classes” above.
13.2
Certificate
balances
The
sum
of the initial principal or notional balances stated on the certificates
of each
class will equal the initial principal or notional balance of the
class.
Except
as
may be provided in “Retail classes” below, the principal or notional balance of
each certificate will equal its proportionate share, based on the initial
principal or notional balances stated on the certificates of the class, of
the
principal balance or notional balance of the class to which the certificate
belongs.
14.1
Interest
allocations
Beginning
on the cut-off date, each class (other than any PO class) will accrue interest
for each month on its principal or
notional
balance at the certificate rate for the class stated in “The series – General
terms for classes” above. In calculating accrued interest,
· a
class’s principal or notional balance on the last day of a month will be
considered to be the class’s principal or notional balance on every day of the
month, and
· interest
for a month will be calculated at 1/12 of the certificate rate, regardless
of
the number of days in the month.
Example:
Suppose that on January 1, a class has a principal balance of $1,020,000
and a
certificate rate of 6% per annum. On the January distribution day, the class’s
principal balance is reduced by $20,000. As a result, the principal balance
of
the class on January 31 is $1 million. Then the interest accrued for the
class
during January (which is paid on the February distribution day) is 1/12 of
6% of
$1 million = $5,000; that the principal balance of the class was greater
than $1
million before the January distribution day, and that January has 31 days,
are
irrelevant.
A
class’s
interest allocation for a distribution day is the sum of
· the
class’s current interest allocation for the distribution day,
consisting of the class’s accrued interest for the preceding month
minus the class’s proportionate share, based on accrued interest, of
(1) any non-supported prepayment interest shortfall, and (2) the
interest portion of any non-subordinated losses, for the preceding
month,
· plus
any excess of the class’s interest allocation for the preceding
distribution day over the interest distributed to the class on that preceding
distribution day (the interest allocation carryforward from that
distribution day). (If the class is an insured class, for purposes of
calculating allocations and distributions to the class, the interest allocation
carryforward from a distribution day will be reduced by any payments to the
class from the Insurer relating to the interest allocation carryforward,
but
will not be so reduced for purposes of effecting the Insurer’s subrogation
rights relative to the interest portion of any insured payment.)
14.2
Principal
allocations
The
principal allocation for a distribution day is:
(a)
for any ratio-stripped PO class, the sum for that distribution day of scheduled
and unscheduled principal payments on its PO strip for that distribution
day.
(b)
for the senior target-rate classes collectively, the
sum for that distribution day of
· the
target-rate class percentage for the senior target-rate classes of scheduled
principal payments on the target-rate strip, and
· all
unscheduled principal payments on the target-rate strip allocated to the
senior
target-rate classes pursuant to “ – Unscheduled principal” below.
The
principal allocation for the senior target-rate classes will be allocated
among
the individual senior target-rate classes pursuant to “Allocations among the
senior classes” below.
(c)
for each subordinated class,
· the
class’s target-rate class percentage of scheduled principal payments on the
target-rate strip for that distribution day,
· plus
the class’s proportionate share, based on the principal balances of the
subordinated classes, of unscheduled principal payments on the target-rate
strip
for that distribution day that are not allocated to the senior target-rate
classes pursuant to the preceding paragraph (b),
· plus
or minus any amounts that are reallocated to or from the class pursuant
to “– Maintenance of subordination” below.
14.3
Unscheduled
principal
For
each
distribution day, the following percentage of unscheduled principal payments
on
the target-rate strip received during the preceding month will be allocated
to
the senior target-rate classes:
· 100%
if the target-rate class percentage for all the senior target-rate classes
on
the distribution day exceeds the initial target-rate class percentage for
all
the senior target-rate classes.
· otherwise,
and subject to the following proviso, the sum of (1) the target-rate class
percentage for the senior target-rate classes, plus (2) the following
percentage of the target-rate class percentage for the subordinated
classes:
|
distribution
days
|
percentage
|
|
1
through 60
|
100%
|
|
61
through 72
|
70%
|
|
73
through 84
|
60%
|
|
85
through 96
|
40%
|
|
97
through 108
|
20%
|
|
109
and after
|
0%
|
provided,
that
· if
the distribution day is one on which the percentage shown in the preceding
table
is to be reduced – that is, the 61st, 73rd, 85th 97th or 109th distribution day
– and either the cumulative loss test or the delinquency test described below
are not satisfied, then the percentage will not be reduced on that distribution
day or on any subsequent distribution day until both the cumulative loss
and
delinquency tests are passed, and
· if
the cumulative loss test is not satisfied for a distribution day, the percentage
of unscheduled principal payments allocated to the senior target-rate classes
will be the greater of the percentage of unscheduled principal payments
allocated to the senior target-rate classes for that distribution day calculated
in accordance with the preceding rules of this section, or the percentage
of
unscheduled principal payments allocated to the senior target-rate classes
for
the preceding distribution day.
The
cumulative loss test is satisfied for a distribution day if cumulative
realized losses through that distribution day do not exceed the following
percentages of the initial principal balance of the subordinated
classes:
|
distribution
days
|
percentage
of initial principal balance of subordinated
classes
|
|
61
through 72
|
30%
|
|
73
through 84
|
35%
|
|
85
through 96
|
40%
|
|
97
through 108
|
45%
|
|
109
and after
|
50%
|
The
delinquency test is satisfied for a distribution day if CitiMortgage
certifies to the Trustee that the average of the aggregate scheduled principal
balance of mortgage loans delinquent 60 days or more (including, for this
purpose, mortgage loans in foreclosure and real estate owned by the Trust
as a
result of mortgagor default) for that distribution day and the preceding
five
distribution days is either (1) less than 50% of the average of the
principal balance of the subordinated classes for those distribution days,
or
(2) less than 2% of the average scheduled principal balance of all of the
mortgage loans for those distribution days.
If
there
are composite and component subordinated classes, only the composite
subordinated classes are considered in the cumulative loss and delinquency
tests.
14.4
Maintenance
of
subordination
The
subordination level for a class (other than a ratio-stripped IO class)
is the sum of the class percentages of all classes that are subordinate to
that
class. If a class’s subordination level on the day before a distribution day is
less than the class’s initial subordination level, then the class will have an
impaired subordination level on that distribution day.
If
a
subordinated class has an impaired subordination level on a distribution
day,
then all principal originally allocated to the subordinated classes will
be
allocated to the most senior of the subordinated classes with an impaired
subordination level and to those subordinated classes that are senior to
the
impaired class, in proportion to their principal balances, up to those classes’
principal balances, and any remainder will be allocated to the remaining
subordinated classes, in order of seniority, up to those classes’ principal
balances.
Example:
Suppose that on a distribution day, (a) each of classes B-1 through B-6 had
a principal balance on the preceding day of $1,000, (b) the aggregate
principal allocation to the subordinated classes is $3,120, and (c) class
B-2 has an impaired subordination level. Then on that distribution
day
(1) the
entire amount allocated to the subordinated classes will be allocated to
classes
B-1 and B-2, in proportion to their principal balances, up to their principal
balances, and
(2) $1,000
of the remaining $1,120 will be allocated to class B-3, reducing its principal
balance to zero, and
(3)
the remaining $120 will be allocated to class B-4.
|
15
|
Allocations
among the senior classes
|
15.1
Order
of allocation among
senior target-rate classes
On
each
distribution day before the subordination depletion date, the aggregate
scheduled and unscheduled principal allocated to the senior target-rate classes
of a group will be allocated to the individual senior target-rate classes
of
that group as follows:
Group
I: Principal allocated to the group I senior target-rate classes
from the pool I target-rate strip will be allocated sequentially as
follows:
First,
to classes IA-3 and IA-22, the amounts determined under ‘‘NAS classes’’
below.
Second,
concurrently as follows:
|
|
a.
|
24.6052118149%
sequentially in the following
order:
|
i. the
lesser of (a) 99.00% of the available amount, and (b) $1,593,342, sequentially
in the following order:
(A) concurrently
to classes IA-5 and IA-8, in proportion to their principal balances, the
lesser
of (a) 95.00% of the available amount, and (b) $900,853;
(B)
concurrently to classes IA-4, IA-6 and IA-9 in proportion to their principal
balances until their principal balances are reduced to zero;
(C)
concurrently to classes IA-5 and IA-8 in proportion to their principal balances
until their principal balances are reduced to zero;
ii. to
class IA-1 until its principal balance is reduced to zero;
iii. concurrently
to classes IA-5 and IA-8, in proportion to their principal balances, the
lesser
of (a) 95.00% of the
available
amount, and (b) $900,853 (less any amounts distributed to the classes IA-5
and
IA-8 above in clause (a)(i)(A));
iv. concurrently
to classes IA-4, IA-6 and IA-9 in proportion to their principal balances
until
their principal balances are reduced to zero;
v. concurrently
to classes IA-5 and IA-8 in proportion to their principal balances until
their
principal balances are reduced to zero; and
vi. until
an aggregate of $9,868,000 is distributed under this clause (vi) for all
distribution days, concurrently as follows:
(A) 50%
to class IA-19 until its principal balance is reduced to zero; and
(B) 50%,
sequentially to classes IA-20 and IA-21, in that order, until their principal
balances are reduced to zero.
b. 8.3080363877%
sequentially in the following order:
(i) to
class IA-7 until its principal balance is reduced to zero; and
(ii) until
an aggregate of $ 1,642,000 is distributed under this clause (ii) for all
distribution days, concurrently, as follows:
(A) 50%
to class IA-19 until its principal balance is reduced to zero; and
(B) 50%,
sequentially to classes IA-20 and IA-21, in that order, until their principal
balances are reduced to zero.
c. 67.0867517974%
sequentially in the following order:
(i)
concurrently, as follows:
(A) 37.9798709321%,
concurrently to classes IA-10 and IA-14 in proportion to their principal
balances until their principal balances are reduced to zero;
(B) 50.4849681185%,
sequentially in the following order:
(1) concurrently,
30% to class IA-11 and 70% to class IA-12, until the principal balance of
the
class IA-11 is reduced to zero; and
(2) concurrently,
68.75% to class IA-12 and 31.25% to class IA-13, until their principal balances
have been reduced to zero;
(C) 11.5351609494%,
sequentially, as follows:
(1) to
the class IA-15, until its principal balance is reduced to its planned balance
for that distribution day as shown in “-Pac classes” below;
(2) to
the class IA-16, until its principal balance is reduced to its targeted balance
for that distribution day as shown in “-Tac classes” below;
(3) to
class IA-17 until its principal balance is reduced to zero;
(4) to
class IA-16 without regard to its targeted balance until its principal balance
is reduced to zero;
(5) to
class IA-18 until its principal balance is reduced to zero; and
(6) to
class IA-15 without regard to its planned balance until its principal balance
is
reduced to zero;
(ii)
until an aggregate of $45,210,000 is distributed under this clause (ii) for
all
distribution
days, concurrently as follows:
(A) 50%
to class IA-19 until its principal balance is reduced to zero; and
(B) 50%,
sequentially to classes IA-20 and IA-21, in that order, until their principal
balances are reduced to zero.
Third,
concurrently, to classes IA-3 and IA-22, in proportion to their principal
balances until their principal balances are reduced to zero.
Group
II: Principal allocated to the group II senior target-rate classes
from the pool II target-rate strip will be allocated to class IIA-1 until
its
principal balance is reduced to zero.
Beginning
on the subordination depletion date, the priorities stated above will cease
to
be in effect, and, except as may otherwise be provided in “Super senior and
super senior support classes” below, the principal allocation for the senior
target-rate classes of each group will be allocated to the senior target-rate
classes of the group in proportion to their principal balances on the preceding
day.
15.2NAS
classes
Classes
IA-3 and IA-22 are non-accelerated senior, or NAS,
classes.
For
the
first 60 distribution days, the principal allocation for a NAS class will
be
zero.
For
distribution day 61 and after, the principal allocation for each NAS class
will
equal
· its
proportionate share, based on the principal balances of the group’s target-rate
classes, of scheduled principal payments on the related pool’s target-rate strip
allocated to the group’s target-rate classes for that distribution day,
plus
· the
following percentage of its proportionate share, based on principal balances
of
the group‘s target-rate classes, of unscheduled principal payments on the
related pool’s target-rate strip allocated to the group’s target-rate classes
for that distribution day:
|
distribution
day
|
percentage
|
|
0
–
60
|
0%
|
|
61
– 72
|
30%
|
|
73
– 84
|
40%
|
|
85
– 96
|
60%
|
|
97
– 108
|
80%
|
|
109
and after
|
100%
|
15.3
PAC
classes
Class
IA-15 is a planned amortization (or PAC) class. The
planned balances for the PAC class are given in the
PAC
Schedule.
15.4
TAC
classes
Class
IA-16 is a targeted amortization (or TAC) class. The
targeted balances for the TAC class are given in the
TAC
Schedule.
16.1
Types
of
distributions
Each
distribution will be either an interest distribution, a principal
distribution, a reimbursement, or a residual
distribution, as described in “– Distribution priorities”
below.
16.2Accrual
and accrual directed
classes
The
following table lists the accrual classes and their accrual
directed classes.
|
Accrual
class
|
Accrual
directed class
|
|
IA-17
|
IA-16
|
|
IA-18
|
IA-16
and IA-17
|
|
IA-21
|
IA-20
|
While
an
accrual class may receive principal distributions prior to the subordination
depletion date, an accrual class will not receive current interest distributions
prior to the earlier of its accrual termination day or the subordination
depletion date.
On
each
such prior distribution day, before interest is distributed to the accrual
classes IA-17, IA-18 and IA-21,
first,
interest that is accrued on the principal balance of the accrual class IA-18
will be redirected to make principal payments on the accrual directed class
IA-16 until its principal balance is reduced to its targeted balance for
that
distribution day, and any remaining interest on class IA-18 will be redirected
sequentially to make principal payments on accrual directed classes IA-17
and
IA-16, in that order;
second,
interest that is accrued on the principal balance of the accrual class IA-17
will be redirected to make principal payments on the accrual directed class
IA-16 until its principal balance is reduced to its targeted balance for
that
distribution date, and any remaining interest on class IA-17 will be redirected
to class IA-17 itself; and
third,
interest that is accrued on the principal balance of the accrual class IA-21
will be redirected to make principal payments to the accrual directed class
IA-20 until its principal balance is reduced to zero.
If
on a
distribution day before an accrual class’s accrual termination day, the accrual
class’s interest distribution exceeds the aggregate principal balances of its
accrual directed classes, then
· only
that portion of the accrual class’s interest distribution that equals the
aggregate principal balances of its accrual directed classes will be redirected
to the accrual directed classes, and
· the
excess will be distributed as principal to the accrual class
itself.
If
interest distributions on multiple accrual classes are directed to the same
accrual directed classes, then on the last distribution day before those
accrual
classes’ accrual termination day, the redirected portion of the interest
distribution for each such accrual class will be in proportion to the principal
balances of such accrual classes on the day before the distribution
day.
16.3
Distribution
priorities
Subject
to section 18, “loss recoveries,” on each distribution day, the pool
distribution amount will be first distributed to any Insurer to pay any
insurance premium, and then to the outstanding classes in the following priority
(and, if there are any insured classes, the insured payment and amounts
withdrawn from the reserve fund will be applied to make payments to the insured
class certificates as provided in “Insured classes” below):
(1) To
each senior class, first, its current interest allocation for that
distribution day, and second its interest allocation carryforward from
the preceding distribution day, except that an accrual class’s interest
distributions may be redirected as described in “– Accrual and accrual directed
classes” above. Distributions of current allocations among the senior classes
will be in proportion to
current
interest allocations for, and distributions of interest allocation carryforwards
will be in proportion to interest allocation carryforwards to, that distribution
day.
(2) (a) To
any ratio-stripped PO class, principal up to its principal allocation for
that
distribution day, and (b) to the senior target-rate classes, principal up
to their aggregate principal allocation for that distribution day, to be
distributed to the senior target-rate classes in the priorities described
in
“Allocations among the senior classes – Order of allocation among senior
target-rate classes” above.
(3) To
each subordinated class, in order of seniority, first, interest up to
its interest allocation for that distribution day, and second,
principal up to its principal allocation for that distribution day,
except that a subordinated class’s principal distribution may be used to
reimburse a ratio-stripped PO class, as described in the following
paragraph.
(4) Principal
distributed to the subordinated classes under the preceding paragraph will
be
used to reimburse a ratio-stripped PO class up to the amount of (a) any
realized subordinated losses previously allocated to the ratio-stripped PO
class, and (b) any reduction to the ratio-stripped PO class’s principal
balance to reflect the excess of (i) the aggregate principal allocations to
the ratio-stripped PO class over (ii) the aggregate principal distributions
to the ratio-stripped classes, as described in “Adjustments to class balances”
below, to the extent that such losses and reductions were not previously
reimbursed under this paragraph (4) or “Loss recoveries” below. Such
reimbursements will be taken from distributions to the subordinated classes
in
order of subordination.
(5) To
each class, in order of seniority, a reimbursement of any reduction to the
classes’ principal balances to reflect the excess of (a) the aggregate
principal allocations to the classes over (b) the aggregate principal
distributions to the classes, as described in “Adjustments to class balances”
below, to the extent such reductions were not previously reimbursed. Classes
with equal seniority will share in the reimbursement in proportion to such
unreimbursed reductions.
(6) To
the residual certificates, a residual distribution of the remaining pool
distribution amount.
A
class
that is no longer outstanding cannot receive a distribution.
Notwithstanding
anything to the contrary in this agreement, no distribution will be made
to a
subordinated class on a distribution day if on that distribution day the
principal balance of a more senior class would be reduced by any part of
the
principal portion of a realized subordinated loss.
16.4
Distributions
to
certificate holders
On
each
distribution day, distributions to a class will be distributed to the holders
of
the certificates of the class in proportion to the principal or notional
balances of their certificates.
16.5
Final
distribution on the
residual certificates
Upon
termination of the Trust in accordance with section 9.1, “Termination upon
repurchase by CMSI or liquidation of all mortgage loans,” any class PR
certificates, and if there are no class PR certificates, the LR certificates
will receive all amounts remaining in the certificate account and in any
retail
reserve fund after all required distributions on the
certificates,
and
any
required distributions to any Insurer, have been made.
16.6
Wire
transfer
eligibility
The
minimum number of single certificates eligible for wire transfer on each
distribution day, for the certificates, is 1,000 (representing a $1,000,000
initial principal balance or initial notional balance) and, for the residual
certificates, a 100% percentage interest.
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17
|
Adjustments
to class balances
|
On
each
distribution day, the principal balance of each class that is not an IO class
will be adjusted, in the following order, as follows:
(1) The
principal balance of any ratio-stripped PO class will be reduced by realized
losses on its PO strip for the preceding month.
(2) The
aggregate principal balance of the target-rate classes will be reduced by
the
principal portion of realized non-subordinated losses on the target-rate
strip
for the preceding month. The reduction will first be allocated between the
subordinated classes, collectively, and the senior target-rate classes,
collectively, in proportion to aggregate principal balances. The reduction
for
the subordinated classes will be allocated to the individual subordinated
classes in proportion to their principal balances. The reduction for the
senior
target-rate classes will be allocated to the individual senior target-rate
classes in proportion to their principal balances, except that the
principal balance of an accrual class will be deemed to be the lesser of
its
principal balance or its initial principal balance.
(3) To
the extent that on the distribution day an interest distribution to an accrual
class is redirected to an accrual directed class, the principal balance of
the
accrual class will be increased.
(4) The
principal balance of each class will be reduced by its principal distributions
for that distribution day, including
|
|
(a) principal
distributions to an accrual directed class that are redirected
from
interest distributions to an accrual class,
and
|
|
|
(b) principal
distributions to a subordinated class, even if part or all of those
principal distributions are, pursuant to section 16.3(4), used
to
reimburse a ratio-stripped PO
class.
|
However,
any portion of an accrual class’s interest distribution that, on the
distribution day before the class’s accrual termination day, is distributed as
principal to the accrual class itself, will neither increase nor decrease
the
class’s principal balance.
(5) The
aggregate principal balance of the target-rate classes will be reduced by
the
principal portion of realized subordinated losses on the target-rate strip
for
the preceding month. The reductions will be applied first to the subordinated
classes in order of subordination, in each case until the principal balance
of
the class is reduced to zero. If the realized subordinated losses exceed
the
principal balance of the subordinated classes, the principal balance of the
senior target-rate classes will be reduced by the amount of the excess. The
excess will be allocated among the senior target-rate classes in proportion
to
their principal balances, except that for this allocation, the
principal balance of an accrual class will be deemed to be the lesser of
its
principal balance or its initial principal balance.
(6) The
principal balance of any ratio-stripped PO class will be reduced by the excess
of (a) the class’s principal allocation
over
(b) the class’s principal distribution for that distribution
day.
(7) The
principal balance of each target-rate class will be reduced, in order of
subordination, in an aggregate amount equal to the excess of (a) the
aggregate principal allocations to the target-rate classes over (b) the
aggregate principal distributions to the target-rate classes. Classes of
equal
seniority will share in such reduction in proportion to the amounts by which
the
principal allocation to each such class exceeded its principal
distribution.
For
purposes of the preceding paragraphs (1) through (7),
· the
principal portion of a debt service reduction will not be considered a realized
loss, and
· references
to the class principal balances in any paragraph mean the principal balances
after the adjustments required by the preceding numbered
paragraphs.
Where
the
principal balance of a class is reduced due to a realized loss under the
preceding paragraphs (1), (2) or (5), the loss will be said to be allocated
to
the class (an allocated loss) to the extent of the
reduction.
The
following rules for loss recoveries supersede any conflicting rules in
“Distributions” or “Adjustments to class balances” above.
On
each
distribution day, the amount of any loss recovery for the preceding month
will
be distributed as follows:
First,
to each senior class to the extent of and in proportion to its aggregate
realized losses for that and all preceding months that were not previously
reimbursed under this paragraph or, for a ratio-stripped PO class, paragraph
4
of “Distributions — Distribution priorities” above.
Second,
to the target-rate classes in the same manner as a distribution of unscheduled
principal.
Distributions
made pursuant to paragraph First above will not result in any
adjustments to class balances, but distributions made pursuant to paragraph
Second above will result in the normal adjustments to the class
balances described in paragraph 4 of “Adjustments to class balances”
above.
The
principal balances of the subordinated classes will be increased in order
of
seniority to the extent of their aggregate realized losses for that and all
preceding months that were not previously reimbursed under this paragraph,
up to
an aggregate amount for all subordinated classes equal to the loss recovery
less
the amounts distributed to the senior classes under paragraph First
above.
Example:
In May, there is a $1,000 loss recovery. On the June distribution day, prior
to
any distributions or adjustments, the senior classes have aggregate unreimbursed
losses of $100 of losses that were not subject to subordination and the
subordinated classes have aggregate unreimbursed losses of $700. (Unreimbursed
losses can be less than the recovery if some classes that previously absorbed
losses are no longer outstanding.) Then on the June distribution
day,
1 $100
of the loss recovery will be distributed to the senior classes to reimburse
them
for previously allocated losses, but the distribution will not reduce the
principal balances of the senior classes.
2 The
remaining $900 of the loss recovery will be distributed to the target-rate
classes in the same manner as unscheduled principal, and class balances will
be
reduced by the amount of the distributions.
3 The
principal balances of the subordinated classes will be increased by
$700,
in
order of seniority up to the amount of unreimbursed losses.
If
expenses on the liquidated loans for any month exceed the amounts recovered
on
the liquidated loans for the month, the excess will be treated as a realized
loss on the mortgage loans.
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19
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Additional
structuring features
|
The
preceding provisions for allocations and distributions, and for adjustments
to
class balances, are subject to the following sections on LIBOR classes,
composite and component classes, multiple-pool series, retail classes, and
insured classes.
Classes
IA-1 and IA-2 are LIBOR classes.
Each
LIBOR class will have a monthly LIBOR accrual period from the
day of the month indicated in the footnotes to the table in “The Series –
General terms for classes” above through the day preceding the first day of the
next LIBOR accrual period. The first LIBOR accrual period for a class will
be
the latest possible LIBOR accrual period that ends before the first distribution
day.
Example:
The LIBOR accrual period for a LIBOR class begins on the 25th day of the
month,
and the first distribution day is February 25, 200x. Then the first LIBOR
accrual period for the class begins on January 25, 200x and runs through
February 24, 200x, the second LIBOR accrual period begins on February 25,
200x
and runs through March 24, 200x, and so forth.
A
LIBOR
class will not accrue interest for any period before its first LIBOR accrual
period. The interest rate for each LIBOR class is stated in “The series –
General terms for classes” above.
CitiMortgage
will determine LIBOR for each LIBOR accrual period (after the first
LIBOR accrual period) on the second business day before the beginning of
each
LIBOR accrual period as follows:
· LIBOR
for any determination day will be the British Bankers Association LIBOR rate
for
US dollar deposits with a one-month maturity at 11AM, London time on that
day,
as such rate appears on Telerate Page 3750, Bloomberg Page BBAM, or another page
of these or any other financial reporting service in general use in the
financial services industry, rounded upward, if necessary, to the nearest
multiple of 1/16 of 1%.
· If
no rate is so reported on that day, CitiMortgage will determine LIBOR on
the
basis of the rates on that day at approximately 11AM, London time, at which
deposits in U.S. Dollars with a maturity of one month in a principal amount
of
not less than U.S. $1 million and representative for a single transaction
in
that market at that time, are offered to prime banks in the London interbank
market for at least four major banks in the London interbank market selected
by
CitiMortgage. CitiMortgage will request the principal London office of each
such
bank to provide a quotation of its rate. If at least two such quotations
are
provided, LIBOR will be the arithmetic mean of those quotations.
· If
fewer than two quotations are provided, LIBOR will be the arithmetic mean
of the
rates quoted at approximately 11AM, New York time, on that day by three major
banks in New York City selected by CitiMortgage for loans in U.S. Dollars
to
leading European banks having a maturity of one month in a principal amount
of
not less than U.S. $1 million that is representative for a single transaction
in
such
market at such time. If the banks selected by CitiMortgage are not quoting
such
rates, LIBOR will be LIBOR for the preceding LIBOR accrual period.
CitiMortgage
may designate an affiliate or a third party to determine LIBOR.
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21
|
Composite
and component classes
|
The
composite classes of the series, and each composite class’s
component classes are shown in the table in “The series – General terms
for classes” above.
Each
composite class is comprised of two or more component classes. Certificates
are
only issued for composite classes. Component classes cannot be severed from
their composite classes, and cannot be separately transferred. Component
classes
are, however, considered classes for all purposes of the preceding sections
on
allocations and distributions except that all distributions to the
component classes of a composite class will become distributions to the
composite class. A composite class is not considered a class for purposes
of
allocations and distributions, but instead receives all the distributions
made
to any of its component classes. Voting is by composite, not component,
classes.
In
a
multiple-pool series, each subordinated class is a composite class formed
of two
or more component classes. Unless otherwise specified, references to a
“subordinated class” mean the composite class.
This
is a
multiple-pool series. The mortgage loans of this series are divided into
two
pools. Pool I consists of the mortgage loans described in exhibit B-1,
and Pool II consists of the mortgage loans described in exhibit
B-2.
Each
class of this series (other than certain composite classes) belongs to a
group of classes related to a specific pool. The designation of each
class in a group bears the roman numeral prefix of its related pool, and
the
group is referred to by that prefix.
Example:
Classes related to pool I bear the prefix “I,” as IA-1, IB-1, etc., and are
referred to collectively as “group I.”
With
exceptions described below, the classes of each group are treated like a
separate series, with allocations to the classes of the group being based
solely
on payments on the related pool. Any ratio-stripping will be done on a pool
basis, so that there will be separate PO, IO and target-rate strips for each
pool, with the related group having its own target-rate, and ratio-stripped
IO
and PO, classes.
The
subordinated classes of each group will be component classes. A ratio-stripped
IO or PO class of a group will only be a component class if so designated
in
“The series – General terms for classes” above.
22.1
Adjustment
of subordinated
component class principal balances
On
each
distribution day, the aggregate amount of any
· realized
subordinated losses on the mortgage loans in a pool, or
· excess
of the aggregate principal allocations to the related group’s target-rate
classes over the aggregate principal distributions to those
classes,
that,
in
accordance with “Adjustments to class balances” above, would reduce the
principal balances of the group’s subordinated component classes in order of
subordination if the pool and the related groups were considered a separate
series, will instead reduce
the
principal balances of the subordinated composite classes in order of
subordination, and
· the
aggregate principal balance of the group’s subordinated component
classes,
by
that
amount.
Such
reduction in the aggregate principal balance of a group’s subordinated component
classes will result in adjustments to the principal balance of the subordinated
component classes of each group so the ratio of the principal balances of
the
component classes from each group will be the same for each subordinated
composite class.
Example:
Assume subordinated composite classes B-1 through B-6, each with a principal
balance of $1,000. There are two groups, I and II, and the aggregate principal
balance of each group’s subordinated component classes is $3,000. Then for each
subordinated composite class, the ratio of the principal balance of its group
I
component class to the principal balance of its group II component class
must be
1 to 1. Consequently, both the group I and the group II component class of
each
subordinated composite class will have a principal balance of
$500.
Now
assume a $750 subordinated loss in pool I. Then
· the
principal balance of class B-6 will be reduced by $750, to $250, which will
reduce the aggregate principal balance of the subordinated composite classes
to
$5,250,
· the
aggregate principal balance of the group I subordinated component classes
will
be reduced by $750, to $2,250, while the aggregate principal balance of the
group II subordinated component classes will remain at $3,000;
· the
ratio of the aggregate principal balance of the group I subordinated component
classes to the aggregate principal balance of the group II subordinated
component classes will be $2,250 to $3,000, or 3 to 4;
· for
classes B-1 through B-5, the principal balance of the composite class will
remain at $1,000, but the principal balance of its group I component class
will
be approximately $428.57, and the principal balance of its group II component
class will be approximately $571.43 (a ratio of 3 to 4); and
· class
B-6’s principal balance of $250 will be comprised of a group I component class
with a principal balance of approximately $107.14, and a group II component
class with a principal balance of approximately $142.86 (a ratio of 3 to
4).
If
subordinated losses on a mortgage pool for a distribution day exceed the
aggregate principal balance of the subordinated component classes of the
related
group, the aggregate principal balance of such component classes will be
reduced
to zero, and the aggregate principal balance of the subordinated component
classes of the other groups will be reduced by the excess.
Example:
Suppose that in the series in the preceding example, the group I subordinated
component classes and the group II subordinated component classes each have
an
aggregate initial principal balance of $3,000, and that each subordinated
composite class, B-1 through B-6 has a principal balance of $1,000. Now suppose
that there are $4,000 of subordinated losses on the mortgage loans in pool
II’s
target-rate strip, but no losses on the mortgage loans in pool I’s target-rate
strip. Then the entire $4,000 of losses will be allocated to the subordinated
classes, reducing the principal balance of classes B-3 through B-6 to zero.
Classes B-1 and B-2 will each retain a principal balance of $1,000, comprised
of
a group I component class with a principal balance of $1,000 and a group
II
component class with a principal balance of $0. The principal balance of
the
subordinated group I component classes will thus be reduced by $1,000 even
though there are no losses on the pool I target-rate
strip.
Subject
to “– Undercollateralization” below, if realized subordinated losses on a
distribution day exceed the aggregate principal balance of the subordinated
classes, the aggregate principal balance of the senior classes in each group
will be reduced by the group’s proportionate share of the excess losses, based
on the proportions of all the losses for that distribution day in the mortgage
loan pools.
Example:
Assume that for a distribution day, there are $2,250 of realized subordinated
losses in pool I and $4,500 of realized subordinated losses in pool II. The
aggregate principal balance of the subordinated classes is only $6,000. Then
the
principal balance of the subordinated classes will be reduced to $0, and
the
remaining $750 of losses will reduce the aggregate principal balance of the
senior classes of group I by $250 (or 1/3 of $750), and will reduce the
aggregate principal balance of the senior classes of group II by $500 (or
2/3 of
$750). The principal balances of the component classes of the subordinated
classes are irrelevant for these purposes.
22.2
Maintenance
of
subordination
Impairment
of subordination for subordinated classes of a multiple-pool series will
be
determined based on composite, not component, classes. In determining whether
a
composite class has an impaired subordination level, the principal balance
of
the composite class will equal the sum of the principal balances of its
component classes. If a subordinated composite class has an impaired
subordination level, then principal will be allocated among the subordinated
composite classes pursuant to “Allocations – Maintenance of subordination”
above, and, for purposes of adjusting principal balances, will be further
allocated to the component classes in proportion to their principal
balances.
22.3
Distribution
shortfalls
If
on a
distribution day, payments on the mortgage loans in the target-rate strip
for a
pool are not sufficient to permit payments of any insurance premium due to
an
Insurer, and all interest and principal allocated to the senior target-rate
classes of the related group, then the pool may receive insurance premium,
interest and principal distributions from payments on the mortgage loans
in
another pool once any insurance premium due is paid to the Insurer, and full
interest and principal distributions are made to the senior target-rate classes
of the group related to the other pool.
Example:
Suppose that there are two groups of classes and that on a distribution day,
cash available for distribution to the group I senior-target rate classes
from
payments on the pool I mortgage loans is $1,000 less than the aggregate interest
and principal allocations to group I’s senior target-rate classes, while cash
available for distribution to the group II senior-target rate classes from
payments on the pool II mortgage loans exceeds the aggregate interest and
principal allocations to group II’s senior target-rate classes by $1,500. Then
$1,000 of the extra $1,500 available to group II will be used to make full
interest and principal distributions to the group I senior target-rate classes,
and only the remaining $500 will be distributed to the group II subordinated
component classes.
If
there
are several pools for which mortgage loan payments do not provide enough
cash
for full distributions to the senior target-rate classes and any Insurer,
the
related groups will receive cash from other pools in proportion to the aggregate
amount by which any insurance premium due to an Insurer, and interest and
principal distributions would otherwise fall short of interest and principal
allocations. If there are several pools where mortgage loan
payments
provide cash in excess of the amount required for full distributions, they
will
provide cash to the senior target-rate classes, and any Insurer, of those
groups
related to the other pools in proportion to the amounts of the
excess.
22.4
Undersubordination
If
on a
distribution day before the subordination depletion date, the principal balances
of all the senior target-rate classes of any group (but not the principal
balances of all the group’s subordinated component classes) have been reduced to
zero, and there is undersubordination (as defined below), then on that
distribution day, before any distributions are made,
· the
pool distribution amount of the group will be reduced by an amount (the
reduction amount) equal to the lesser of (1) unscheduled principal
payments on the related pool’s target-rate strip received by the Trust during
the preceding month and (2) the excess, determined without regard to this
section “– Undersubordination,” of the pool distribution amount over the amount
required to be used to reimburse any ratio-stripped PO classes,
· the
principal allocation to each class in the group will be reduced by the class’s
proportionate share, based on principal balances, of the reduction
amount,
· the
pool distribution amount of each group whose senior target-rate classes have
not
been reduced to zero will be increased by a proportionate share of the reduction
amount based on the aggregate principal balance of the senior target-rate
classes of each such group, and
· the
aggregate principal allocation for the senior target-rate classes of each
group
whose senior target-rate classes have not been reduced to zero will be increased
by the portion of the reduction amount added to its pool distribution amount,
which increased aggregate allocation will be further allocated among the
senior
target-rate classes in accordance with the rules in “Allocations among the
senior target-rate classes” above.
There
is
undersubordination on a distribution day if either
· the
subordination level of the senior classes (without regard to group) on that
distribution day is less than 200% of the initial subordination level of
the
senior classes, or
· the
aggregate scheduled principal balance of the mortgage loans in any pool that
are
delinquent 60 days or more (including for this purpose mortgage loans in
foreclosure and real estate owned by the Trust as a result of Mortgagor
default), averaged over the last six months, is 50% or more of the principal
balance of the related group’s subordinated component classes.
22.5
Undercollateralization
Because
losses on a mortgage loan may be allocated in part to the subordinated component
classes of a different group, the scheduled principal balance of a pool’s
target-rate strip could differ from the aggregate principal balance of the
related group’s target-rate classes. If the scheduled principal balance of a
pool’s target-rate strip is less than the aggregate principal balance of the
related group’s target-rate classes, the group will be
undercollateralized by the amount of the difference; conversely, if the
scheduled principal balance of a pool’s target-rate strip is more than the
aggregate principal balance of the related group’s target-rate classes, the
group will be overcollateralized by the amount of the
difference.
If
a
group is undercollateralized, the normal distribution rules will be adjusted
as
follows:
(1) To
the extent that scheduled interest payments on the target-rate strip of a
pool
related to an overcollateralized group exceed the aggregate interest allocations
to that groups’ target-rate classes, plus any insurance premium due to an
Insurer, that excess, up to the amount of any interest allocation carryforwards
that the undercollateralized group would otherwise experience on that
distribution day and the insurance premium, will be deducted from the pool
distribution amount for the overcollateralized group and added to the pool
distribution amounts for the undercollateralized group. If there is more
than
one such undercollateralized group, or more than one overcollateralized group,
then (a) amounts will be deducted from the pool distribution amounts for
the groups that are overcollateralized in proportion to such excess interest
payments, up to the aggregate amount of such interest allocation carryforwards
and the insurance premium for the undercollateralized groups, and
(b) amounts will be added to the pool distribution amounts of the
undercollateralized groups in proportion to the amount of such interest
allocation carryforwards and insurance premium.
(2) Before
the subordination depletion date, if one or more groups is undercollateralized
and the principal balance of each of the groups’ subordinated component classes
has been reduced to zero, then (a) all amounts that (after required
reimbursements to any ratio-stripped PO classes) would otherwise be distributed
as principal to the subordinated component classes of the other groups, up
to
the aggregate amount by which such undercollateralized groups are
undercollateralized, will, in proportion to the aggregate principal balance
of
the subordinated component classes of such other groups, be deducted from
the
pool distribution amount and the principal allocations to the subordinated
component classes of such other groups, and (b) such amount will be added
to the pool distribution amounts and the principal allocations of the
target-rate classes of such undercollateralized groups, in proportion to
the
amount by which such groups are undercollateralized.
(3) After
the subordination depletion date, if a group is undercollateralized,
then
· once
a group’s target-rate classes are all reduced to zero, principal payments on the
related pool’s target-rate strip will be added to the pool distribution amount
and to the principal allocations of the target-rate classes of the
undercollateralized groups, in proportion to the amount by which they are
undercollateralized, and
· realized
losses on the target-rate strips of the pools related to the overcollateralized
groups will, up to the amount by which the group is overcollateralized, not
reduce the principal balances of the target-rate classes of those groups,
but
will instead reduce the principal balances of the target-rate classes of
the
undercollateralized groups, in proportion to the amount by which they are
undercollateralized, and in accordance with “Adjustments to class balances”
above. If there is more than one overcollateralized group, the losses that
will
not reduce principal balance will be in proportion to the amount by which
each
group is overcollateralized. If there is more than one undercollateralized
group, the aggregate reductions in principal balances for each group will
be in
proportion to the amounts by which such groups are
undercollateralized.
22.6
Non-subordinated interest shortfalls
Prior
to
the subordination depletion date, reductions to interest allocations due
to
(a) interest shortfalls due to the federal Servicemembers Civil Relief Act
or any comparable state laws and (b) non-supported prepayment interest
shortfalls will be allocated pro-rata to all the classes of all the groups,
regardless of the pools in which the shortfalls originate.
From
and
after the subordination depletion date,
· interest
shortfalls due to the federal Servicemembers Civil Relief Act or any comparable
state laws will be separately calculated for each pool, and will be allocated
solely to the classes of the related group, and
· the
compensating cap and non-supported prepayment interest shortfalls will be
separately calculated for each pool, and non-supported prepayment interest
shortfalls for a pool will be allocated solely to the classes of the related
group.
|
23
|
Super
senior and super senior support
classes
|
The
following table lists the super senior classes, and their respective
super senior support classes.
| |
|
|
|
Super
senior class
|
Super
senior support class
|
Support
amount
|
|
IA-5
|
IA-8
|
$4,600,000
|
|
IA-4
|
IA-9
|
2,703,000
|
|
IA-6
|
IA-9
|
1,187,000
|
|
IA-10
|
IA-14
|
4,717,000
|
|
IA-11
|
IA-14
|
1,318,000
|
|
IA-12
|
IA-14
|
4,504,000
|
|
IA-1
|
IA-22
|
3,510,000
|
|
IA-3
|
IA-22
|
4,448,000
|
|
IA-13
|
IA-22
|
650,000
|
|
IA-15
|
IA-22
|
925,000
|
|
IA-16
|
IA-22
|
1,040,000
|
|
IA-19
|
IA-22
|
1,475,000
|
|
IA-20
|
IA-22
|
903,000
|
|
IA-21
|
IA-22
|
573,000
|
After
the
subordination depletion date, losses (other than non-subordinated losses)
on a
target-rate strip that would otherwise reduce the principal balance of a
super
senior class will instead reduce the principal balance of the related super
senior support class up to the support amount shown above for such
class.
For
these
purposes, the principal balance of a super senior support class on a
distribution day will be determined after giving effect to the adjustments
described in paragraphs (2) through (5) of section 17, “Adjustments to class
balances,“ for that distribution day (which include the reductions for
non-subordinated losses, principal distributions and realized subordinated
losses), but before the adjustments required by this section 23.
There
are
no retail classes. There is no retail reserve
fund.
There
are
no insured classes. There is no Insurer, certificate
insurance policy, insurance premium, or reserve
fund.
There
is/are no advance account, advance account advances,
advance account available advance amount, advance account
depository, advance account depository agreement, advance
account funding date, or advance account trigger date, Paying
Agent failure, or Paying Agent failure advance.
27.1
Constituent
REMICs
(a)
CMSI
and the Trustee will make the appropriate elections to treat the Trust Fund,
and
the affairs of the Trust Fund will be conducted so as to qualify the Trust
Fund,
for federal income tax purposes as three separate constituent
REMICs– the pooling REMIC, the
lower-tier REMIC, and
the upper-tier REMIC.
The pooling REMIC will be the applicable constituent REMIC for
purposes of section 3.21.
The
assets of the pooling REMIC will consist of the mortgage loans, such amounts
as
may from time to time be held in the certificate account, any insurance policies
relating to a mortgage loan, and property that secured a mortgage loan and
that
has been acquired by foreclosure or deed in lieu of foreclosure and all proceeds
thereof. Classes IA-IO, IIA-IO, A-PO and the class P regular interests described
below, are designated as the regular interests in the pooling REMIC
within the meaning of Internal Revenue Code Section 860G(a)(1). Class PR
is
designated as the residual interest in the pooling REMIC within the
meaning of Internal Revenue Code Section 860G(a)(2).
The
assets of the lower-tier REMIC will consist of the class P regular interests
described below, the Trustee’s rights under any certificate insurance policy and
reserve fund, any retail reserve fund, and any assets in the lower-tier REMIC
account described below. Classes IA-3 through IA-22, IIA-1 and B-1 through
B-6,
and any class L regular interests described below, are designated as the
regular
interests in the lower-tier REMIC. Class LR is designated as the residual
interest in the lower-tier REMIC.
The
assets of the upper-tier REMIC will consist of any class L regular interests
described below, and any assets in the upper-tier REMIC account described
below.
Classes IA-1 and IA-2 are designated as the regular interests in the upper-tier
REMIC. Class R is designated as the residual interest in the upper-tier
REMIC.
27.2
The
class P and class L
regular interests
There
are
four uncertificated class P regular interests, each designated as
“CMALT (CitiMortgage Alternative Loan Trust), Series 2007-A6 REMIC
Pass-Through
Certificates,” and further individually designated as a
· “PI-M
regular interest,”
· “PI-Q
regular interest,”
· “PII-M
regular interest,” and
· “PII-Q
regular interest.”
There
is
one uncertificated class L regular interest, designated as “CMALT
(CitiMortgage Alternative Loan Trust), Series 2007-A6 REMIC Pass-Through
Certificates,” and further designated as the “LI-1 regular
interest.”
The
initial principal or notional balances and certificate rates of the class
P and
any class L regular interests are:
|
Regular
interest
|
initial
principal (or notional) balance
|
certificate
rate (per annum)
|
|
PI-M
|
$4,937.663792
|
6%
|
|
PI-Q
|
$946,123,700.256208
|
6
|
|
PII-M
|
$110.130108
|
5.5
|
|
PII-Q
|
$21,170,190.949892
|
5.5
|
|
LI-1
|
$67,500,000
|
6
|
The
Trustee acknowledges that it is holding the class P regular interests as
assets
of the lower-tier REMIC and any class L regular interests as assets of the
upper-tier REMIC.
27.3
Principal
distributions and
loss allocations to class L and class P regular interests
On
each
distribution day,
· the
class LI-1 regular interest will receive a principal distribution, or allocation
of the principal portion of realized losses, equal in the aggregate to the
principal distribution, or allocation of the principal portion of realized
losses, for that day, on class IA-1, and
For
each
distribution day, and for each pool x and y, a
Px-M regular interest will receive distributions of principal,
or allocation of the principal portion of realized losses on the related
target-rate strip, so as to keep its principal balance (computed to $.000001)
equal to 0.01% of the aggregate principal balance of the subordinated component
classes of the related group. However, if the ratio of the principal balance
of
a Px-M regular interest to the principal balance of a Py-M
regular interest is not the same as the ratio of the aggregate principal
balance
of the
component
classes xB-1 through xB-6 to the aggregate principal balance
of the component classes yB-1 through yB-6, then the least
amount of principal will be distributed to the Px-M or Py-M
regular interest, as applicable, so that the ratio of the principal balance
of
the Px-M regular interest to the principal balance of the Py-M
regular interest will be the same as the ratio of the aggregate principal
balance of the component classes xB-1 through xB-6 to the
aggregate principal balance of the component classes yB-1 through
yB-6. Also, for such distribution day, the Px-Q regular
interest will
receive the balance of the principal distribution, and allocation of the
principal portion of realized losses on its related target-rate
strip.
Recoveries
of previously allocated realized losses of principal will be allocated to
any
class P and class L regular interests in the same manner as realized losses
were
allocated to them.
27.4
Interest
distributions to
class L and class P regular interests
On
each
distribution day, each class P or class L regular interest will receive an
interest distribution at its certificate rate, and interest shortfalls and
the
interest portion of realized losses for the related target-rate strip will
be
allocated to such regular interest in the same proportion as interest is
allocated to them, provided that
· (a) prior
to the subordination depletion date, non-supported prepayment interest
shortfalls will be allocated pro-rata to all the class P regular interests,
regardless of the pool in which the shortfalls originate, and (b) from and
after the subordination depletion date, non-supported prepayment interest
shortfalls for any pool x (where x is a variable for pool
designations I, II, etc.) will be allocated solely to the Px-M
and Px-Q regular interests, and
· (a) prior
to the subordination depletion date, any class L regular interest will be
allocated its proportional share, based on accrued interest of any lower-tier
REMIC regular interests, of non-supported prepayment interest shortfalls,
regardless of the pool in which the shortfalls originate, and (b) from and
after the subordination depletion date, any class L regular interest will
be
allocated its proportional share, based on accrued interest of any class
L
regular interests and the other lower-tier REMIC regular interests designated
class xA, of non-supported prepayment interest shortfalls for pool
x.
No
interest shortfall amount or unpaid interest shortfall on any class P or
class L
regular interest will bear interest.
27.5
REMIC
accounts and
distributions
(a)
CitiMortgage, the Trustee and the Paying Agent will
· perform
their duties in a manner consistent with the REMIC provisions of the Internal
Revenue Code, and will not knowingly take or fail to take any action that
would
adversely affect the continuing treatment of the Trust Fund as segregated
asset
pools and the treatment of each such segregated asset pool as a REMIC or
would
result in the imposition of a tax on the Trust Fund, or any constituent REMIC,
and
· carry
out their covenants in this agreement and the elections and reporting required
in section 3.15 on behalf of each constituent REMIC, including maintaining
the
following segregated accounts:
· the
certificate account,
· if
there is a pooling REMIC, a pooling REMIC account,
· a
lower–tier REMIC account, and
· if
there is an upper-tier REMIC, an upper-tier REMIC
account.
Any
pooling REMIC account, the lower-tier REMIC account, and any upper-tier REMIC
account will be established in the same manner as the certificate
account.
CitiMortgage,
on behalf of the Trustee, will deposit daily in the certificate account in
accordance with section 3.3 all remittances received by it, any amounts required
to be deposited in the certificate account pursuant to section 3.2, all other
deposits required to be made to the certificate account other than those
amounts
specifically designated to be deposited in any pooling REMIC account, the
lower-tier REMIC account, or any upper-tier REMIC account in this section,
“REMIC accounts and distributions,” and all investments made with moneys on
deposit in the certificate account, including all income or gain from such
investments, if any. Funds on deposit in the certificate account will be
held
and invested in accordance with the applicable provisions of section 3.2
and
3.20. Distributions from the certificate account will be made in accordance
with
sections 3.6, 3.8 and these Series Terms to make payments in respect of the
regular and residual interests in any pooling REMIC, the lower-tier REMIC,
and
any upper-tier REMIC and to pay servicing fees in accordance with section
3.6(h)
and any insurance premium.
Notwithstanding
anything herein to the contrary, regular and residual interests in any pooling
REMIC, the lower-tier REMIC, and any upper-tier REMIC will not receive
distributions directly from the certificate account. On each distribution
day,
· if
there is a pooling REMIC, CitiMortgage, on behalf of the Trustee, will withdraw
from the certificate account and deposit by 12 noon in the pooling REMIC
account
all distributions to be made on such distribution day in respect of interest
on
or in reduction of the principal balance of any class P regular interests,
and
· if
there is no pooling REMIC, CitiMortgage, on behalf of the Trustee, will withdraw
from the certificate account and deposit by 12 noon in the lower-tier REMIC
account all distributions to be made on such distribution day in respect
of
interest on or in reduction of the principal balance of the regular interests
in
the lower-tier REMIC.
If
there
is an upper-tier REMIC, CitiMortgage, on behalf of the Trustee, will immediately
thereafter withdraw from the lower-tier REMIC account and deposit in the
upper-tier REMIC account all distributions to be made on such distribution
day
in respect of interest on or in reduction of the principal balance of any
class
L regular interests.
The
Trustee will cause to be distributed from the lower-tier REMIC account and
any
upper-tier REMIC account, to the extent funds are on deposit therefor, all
amounts required to be distributed with respect to the regular and residual
interests in the lower-tier REMIC and any upper-tier REMIC as specified in
these
Series Terms.
To
the
extent that any part of the lower-tier REMIC account or any upper-tier REMIC
account is designated in these Series Terms as an investment account, the
provisions in section 3.19 applicable to the investment of funds will apply
to
such REMIC accounts. In addition, section 3.3(a) regarding commingling will
apply to such REMIC accounts.
(b) CitiMortgage
will maintain books for constituent REMICs on a calendar year taxable year
and
on the accrual method of accounting.
(c) The
Trustee will not create, or permit the creation of, any “interests” in any
constituent REMIC within the meaning of Internal Revenue Code Section 860D(a)(2)
other than the interests represented by the certificates or, if there are
multiple REMICs, the uncertificated regular interests in any pooling REMIC
or
(if there is an upper-tier REMIC) the lower-tier REMIC.
(d) Except
as otherwise provided in the Internal Revenue Code, CitiMortgage will not
grant,
and neither CitiMortgage nor the Trustee will accept, property unless
(i) substantially all of the property held by each constituent REMIC
constitutes either “qualified mortgages” or “permitted investments” as defined
in Internal Revenue Code Sections 860G(a)(3) and (5), respectively, and
(ii) no property will be granted to a constituent REMIC after the startup
day, unless the grant would not subject the constituent REMIC to the 100%
tax on
contributions to a REMIC after the startup day imposed by Internal Revenue
Code
Section 860G(d).
(e)
The
Trustee will not accept on behalf of the Trust Fund or a constituent REMIC
any
fee or other compensation for services and will not accept on behalf of the
Trust Fund any income from assets other than those permitted to be held by
a
REMIC.
(f) Neither
CitiMortgage nor the Trustee will sell or permit the sale of all or any portion
of the mortgage loans, or of an Eligible Investment held in the certificate
account or in any REMIC account (other than in accordance with sections 2.2,
2.3, 2.4 and 3.19(a)) unless such sale is pursuant to a “qualified liquidation”
as defined in Internal Revenue Code Section 860F(a)(4)(A) and is in accordance
with section 9.1.
27.6
Tax
matters
person
If
in any
taxable year there will be more than one holder of any class of residual
certificates, a tax matters person may be designated for the related
REMIC, who will have the same duties for the related REMIC as those of a
“tax
matters partner” under Subchapter C of Chapter 63 of Subtitle F of the Internal
Revenue Code, and who will be, in order of priority, (i) CitiMortgage or an
affiliate of CitiMortgage, if CitiMortgage or such affiliate is the holder
of a
residual certificate of the related REMIC at any time during the taxable
year or
at the time the designation is made, (ii) if CitiMortgage is not a holder
of a residual certificate of the related REMIC at the relevant time,
CitiMortgage as agent for the holder of the residual certificate of the related
REMIC, if the designation is permitted to be made under the Internal Revenue
Code, or (iii) the holder of a residual certificate of the related REMIC or
person who may be designated a tax matters person in the same manner in which
a
tax matters partner may be designated under applicable Treasury Regulations,
including Treasury Regulations § 1.860F-4(d) and temporary
Treasury Regulations § 301.6231(a)(7)-1T.
|
28
|
Yield
maintenance agreement
|
28.1
Yield
maintenance
agreement
Class
IA-1 is a class of yield protected certificates.
The
Trustee is hereby directed to enter into one or more yield maintenance
agreements (together, the yield maintenance agreement) with The Bank of
New York, (the yield maintenance provider) in substantially the form
attached as exhibit F. The yield
maintenance
agreement is an asset of the Trust, but not of any constituent
REMIC.
Payments
to the yield maintenance provider will be made by HSBC, and the Trustee will
have no responsibility for such payments.
Under
the
yield maintenance agreement, the yield maintenance provider will make yield
maintenance payments for the benefit of the holders of the yield protected
certificates.
Each
yield maintenance payment for a class of yield protected certificates will
be a
per annum percentage (the yieldmaintenance percentage) of an
assumed principal balance for the class for the relevant distribution
day. The yield maintenance percentage will equal the excess of LIBOR for
that
distribution day over the maximum LIBOR shown
below for the class, up to the maximum protection percentage shown for
that class.
|
Class
|
Maximum
LIBOR
|
Maximum
protection percentage
|
|
IA-1
|
5.4%
|
3.5%
|
Where
the
annual rate for a class of certificates is specified as LIBOR plus a
percentage margin, subject to a maximum rate, the maximum LIBOR will be
the excess of the maximum rate over the margin.
Example:
Suppose the annual interest rate formula for a class of yield protected
certificates is LIBOR + 0.5%, subject to a maximum rate of 6%. Then 0.5%
is the
margin, and the maximum LIBOR is 5.5% (the 6% maximum rate minus the 0.5%
margin). In the absence of a yield maintenance agreement, even if LIBOR is
over
5.5% for a distribution day, certificate holders can not receive interest
at an
annual rate of more than 6%.
Now
suppose that for a distribution day, LIBOR is 6.3% and the actual principal
balance of the class is $2 million, and that under a yield maintenance agreement
for the class, the maximum protection percentage is 3%, and the assumed
principal balance for the distribution day is $1.6 million. Accordingly,
the
class will receive a yield maintenance payment equal to one-twelfth of 0.8%
(the
excess of 6.3% over the maximum LIBOR of 5.5%) of $1.6 million (the assumed
principal balance), or approximately $1,067.
What
if LIBOR had been 9% rather than 6.3%? The excess of 9% over 5.5% is 3.5%,
which
is greater than the maximum protection percentage of 3%. Therefore, the class
will receive an additional payment of only one-twelfth of 3% of $1.6 million,
or
$4,000.
The
yield
maintenance payments for each class of yield protected certificates will
be made
to the paying agent, who will pass them through to the holders of the class
of
certificates in proportion to the principal balances of their certificates,
but
not more than will be required to pay the certificates an amount (the yield
maintenance amount) for that distribution day equal to the yield
maintenance percentage of the actual principal balance for the class for
that
distribution day.
Example:
Same as previously, with LIBOR 6.3%, but an assumed principal balance of
$3
million, which exceeds the actual principal balance of $2 million. The yield
maintenance provider will make a yield maintenance payment to the paying
agent
of one-twelfth of 0.8% of $3 million (the assumed principal balance), or
approximately $2,000, but the class will receive only the yield maintenance
amount of one
twelfth
of 0.8% of $2 million (the actual principal balance), or approximately
$1,333.
If
for
any distribution day, the yield maintenance payment by the yield maintenance
provider to the paying agent for a class of certificates exceeds the yield
maintenance amount required to be paid to the holders of that class, the
excess
will be deposited in a yield maintenance reserve fund for that class
maintained in an account at the paying agent.
If
for
any distribution day, the assumed principal balance is less than the aggregate
outstanding principal balance of a class of yield protected certificates,
the
yield maintenance payment will be less than the yield maintenance amount
for the
distribution day, and a shortfall will result. Amounts in the yield maintenance
reserve fund for the class will be used (i) to cover any such shortfall,
and (ii) for a distribution day after August 2010, to pay the yield
maintenance amount.
Once
the
principal balance of a class of yield protected certificates has been reduced
to
zero or the Trust has been terminated, any funds remaining in the yield
maintenance reserve fund will be paid to Greenwich Capital. Thereafter, any
payments resulting from the yield maintenance agreement for the class will
be
paid to Greenwich Capital.
The
yield
maintenance reserve fund may not be invested.
The
yield
maintenance reserve fund will be treated as an “outside reserve fund” under the
REMIC provisions, beneficially owned by Greenwich Capital, who will be taxable
on all such amounts or income thereon, and who will be entitled to any
reimbursement from the REMICs with respect thereto.
28.2
Tax
treatment
CitiMortgage
will treat the portion of the Trust that holds the right of the yield protected
certificates to receive payments under the yield maintenance agreement and
the
yield maintenance reserve fund as a grantor trust for federal income tax
purposes. The yield maintenance agreement and the yield maintenance reserve
fund
are not assets of any REMIC.
CitiMortgage
will treat the holders of the yield protected certificates as the beneficial
owners of a notional principal contract representing the right to receive
payments under the yield maintenance agreement and HSBC as the beneficial
owner
of the yield maintenance reserve fund, including any payments under the yield
maintenance agreement that exceed the payments distributable to the holders
of
the yield protected certificates, and
Based
on
information provided annually by CitiMortgage with respect to the yield
protected certificates, CitiMortgage will report annually to the holders
of the
yield protected certificates and to the IRS (as attachments to Form 1041
or
other applicable form) their allocable shares of income and expense with
respect
to their right to receive payments under the yield maintenance agreement
under
the rules applicable to notional principal contracts, taking into account
the
portion of the original issue price of the yield protected certificates
allocable to their right to receive payments under the yield maintenance
agreement, and treating each holder of yield protected certificates as if
it
were an original holder, and
CitiMortgage
will not vary the investment of the holders of the yield protected certificates
to take advantage of variations in market rates of interest to improve their
rates of return.
Notices
should be sent:
To
the
Trustee at its corporate trust office at One Federal Street, 3rd Floor, Boston,
Massachusetts 02110, Attention: Corporate Trust Services.
To
CMSI
at Citicorp Mortgage Securities, Inc., 1000 Technology Drive, O’Fallon, Missouri
63368, Attention: Daniel P. Hoffman.
To
CitiMortgage at CitiMortgage, Inc., 1000 Technology Drive, O’Fallon, Missouri
63368, Attention: Daniel P. Hoffman.
To
Fitch
at Residential Mortgage Pass-Through Monitoring, Fitch Ratings, One State
Street
Plaza, 30th Floor, New York, New York 10004.
To
Citibank, N.A. at (a) for certificate transfer and presentment of
certificates for final distribution, at 111 Wall Street, 15th floor, New
York,
NY 1005, Attention: 15th floor window, and (b) for all other purposes, at
388 Greenwich Street, 14th Floor, New York, NY 10013, Attention: Agency and
Trust, CMSI.
To
the
Mortgage Note Custodian at Citibank, N.A., 5280 Corporate Drive, M/C 0005,
Frederick, Maryland 21703, Attention: Loretta Badgett.
To
any
Insurer, at the address given for the Insurer in the first paragraph of “Insured
classes” above.
The
Paying Agent, any Insurer, CMSI and CitiMortgage may each change their address
for notices by written notice to the others. The Trustee may change its
corporate trust office by written notice to CMSI, CitiMortgage, any Insurer,
and
all certificate holders.
Notwithstanding
anything to the contrary herein, any and all email communications (both text
and
attachments) by or from the Paying Agent that the Paying Agent in its sole
discretion deems to contain confidential, proprietary, and/or sensitive
information will be encrypted. The recipient (the Email Recipient) of
the email communication will be required to complete a one-time registration
process. Instructions on how to register and/or retrieve an encrypted message
will be included in the first secure email sent by the Paying Agent to the
Email
Recipient. Additional information and assistance on using the Paying Agent’s
encryption technology can be found at the Paying Agent’s website
www.citigroup.com/citigroup/citizen/privacy/email.htm or by
calling (866) 535-2504 (in the U.S.) or (904) 954-6181 at any time.
The
initial Depository for the certificate and servicing accounts for the mortgage
loans will be Citibank, N.A.
|
31
|
ABN
AMRO as third-party
servicer
|
Prior
to
its merger into CitiMortgage, ABN AMRO Mortgage Group, Inc. (AAMG), a
third-party servicer, will service the third-party mortgage loans listed
in
schedule B-TP to exhibit B pursuant to this agreement and the third-party
servicing agreement between CitiMortgage and AAMG. Notwithstanding section
3.1(b), AAMG will not service pursuant to the Guide.
After
the
merger of AAMG into CitiMortgage, the third-party mortgage loans serviced
by
AAMG will be considered affiliated mortgage loans and will be serviced by
CitiMortgage.
STANDARD
TERMS
1
Definitions
and
usages
1.1
Defined
terms
In
this
agreement, the following words and phrases have the following
meanings:
accrual
termination day: For an accrual class, the earlier of (1) the first
distribution day on which the principal balance of each of its accrual directed
classes on the preceding day is zero, or (2) the subordination depletion
date.
affiliate:
For a specified person, any other person that controls, is controlled by
or is
under common control with the specified person. In this definition, “control” of
a specified person means the power to direct the management and policies
of the
person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise; and the terms “controlling” and
“controlled” have correlative meanings.
affiliated
servicing fee rate: 0.25% per annum. The monthly affiliated
servicing fee rate is one-twelfth of the affiliated servicing fee
rate.
aggregate
outstanding advances: For a determination date, the aggregate of net
servicing account advances, net voluntary advances, net Paying Agent advances
and advance account advances made from the cut-off date to the determination
date, plus any uncommitted cash advances to be made on the next distribution
day.
appraisal:
For a mortgage loan, the appraisal conducted in connection with the origination
of the mortgage loan, whether originated upon the purchase of the related
mortgaged property or in connection with a refinancing.
Authorized
Officer: For CitiMortgage or CMSI, the Chairman of the Board of Directors,
the President, any Executive Vice President, Senior Vice President, Vice
President, Assistant Vice President, Controller, Assistant Controller,
Secretary, Assistant Secretary, Treasurer or Assistant Treasurer, or any
other
natural person designated in an officer’s certificate signed by any of the
foregoing officers and furnished to the Trustee and, solely in the case of
a
statement given pursuant to section 3.22, any Servicing Officer.
Bankruptcy
Code: The United States Bankruptcy Code of 1978.
bankruptcy
coverage termination date: If there is a bankruptcy loss limit, the
distribution day on which the bankruptcy loss limit has been reduced to zero
or
a negative number (or the subordination depletion date, if
earlier).
bankruptcy
loss: For a mortgage loan, (1) a debt service reduction or (2) a
deficient valuation, unless, in either case, CitiMortgage has notified
the Trustee that CitiMortgage is diligently pursuing any remedies that may
exist
in connection with the representations and warranties made regarding the
related
mortgage loan and either (A) the related mortgage loan is not in default
with regard to payments due thereunder, or (B) delinquent payments of
principal and interest under the related mortgage loan, and any premiums
on any
applicable hazard insurance policy and any related escrow payments for the
mortgage loan, are being advanced on a current basis without giving effect
to
any debt service reduction.
bankruptcy
loss limit: If an initial bankruptcy loss limit is stated in the Series
Terms, for a distribution day, the initial bankruptcy loss limit minus the
aggregate amount of bankruptcy losses since the cut-off date. The bankruptcy
loss limit may be further reduced by CitiMortgage (including accelerating
the
manner in which such coverage is reduced) provided that prior to the reduction,
each rating agency confirms in writing to CitiMortgage (with a copy to the
Trustee) that the reduction will not adversely affect the rating agency’s
then-current rating of any class of certificates.
beneficial
owner: For a certificate held by a Clearing Agency, the person who is the
beneficial owner of the certificate as reflected on the Clearing Agency’s books
or on the books of a person maintaining an account with the Clearing Agency
(directly or as an Indirect Participant, in accordance with the Clearing
Agency’s rules).
business
day: Any day other than a Saturday, a Sunday or a day on which banking
institutions in New York, New York or in the cities where the Trustee, the
Paying Agent, CMSI, CitiMortgage, any Insurer (but only to the extent that
the
Insurer is required under this agreement to make or receive a payment on
that
day), any delegated servicers, and (but only if the third-party servicer
is
depositing funds received on third-party mortgage loans with CitiMortgage
or the
Paying Agent on that day) the third-party servicer is located are authorized
or
obligated by law or executive order to be closed or, in the case of a
distribution day and if there are book-entry certificates, any day on which
the
relevant Clearing Agency is closed. For purposes of determining LIBOR for
any
LIBOR classes, a business day is a day on which banks in London and New York
are
open for the transaction of international business.
buydown
account: The deposit account or accounts, which may bear interest, created
and maintained in the name of the Trustee for the benefit of the mortgagors,
subject to the rights of the Trustee pursuant to the buydown subsidy
agreements.
buydown
funds: Funds contributed at origination by the seller or buyer of a
property subject to a buydown mortgage loan, or by any other source, plus
interest earned thereon, in order to reduce the payments required from the
mortgagor for a specified period in specified amounts.
buydown
mortgage loan: Any mortgage loan for which, pursuant to a buydown subsidy
agreement, (i) the mortgagor pays less than the full monthly payments
specified in the mortgage note for a specified period, and (ii) the
difference between the payments required under the buydown subsidy agreement
and
the mortgage note is provided from buydown funds.
buydown
subsidy agreement: The agreement relating to a buydown mortgage loan
pursuant to which an Originator may apply the buydown funds to a mortgagor’s
payments.
certificate
holder or holder: The person in whose name a certificate is
registered in the Certificate Register.
Citibank
banking affiliate: An affiliate of Citibank, N.A. that is either (i) a
federal savings and loan association duly organized, validly existing and
in
good standing under the federal banking laws, (ii) an institution duly
organized, validly existing and in good standing under the applicable banking
laws
of
any
state, or (iii) a national banking association duly organized, validly
existing and in good standing under the federal banking laws.
class:
For certificates, any certificates designated as a class in the Series Terms,
for any class L or class P regular interests, the regular interests in the
constituent REMIC designated as such in “REMIC provisions” above, and for
residual certificates, all residual certificates having the same class
designation. A “class” will be understood not to include a residual class of
certificates unless otherwise expressly stated.
class
percentage: For one or more classes, the ratio of the aggregate of the
principal balances of the classes to the aggregate of the principal balances
of
all classes of the series, expressed as a percentage.
classes
A-x through A-y: For a positive integer x and a greater integer
y, each class A-z for all integers z from x
through y, inclusive. Example: “classes A-3 through A-5” means
each of classes A-3, A-4, and A-5. If a class is designated with an integer
and
letter pair, then such class follows the class with the same integer x
and precedes the class of the next greater integer y. Example:
“classes A-3 through A-5” means, if there are classes A-4A and A-4B, each of
classes A-3, A-4, A-4A, A-4B, and A-5.
classes
B-x through B-y: For a positive integer x and any greater integer
y, each class B-z for all integers z from x
through y, inclusive. Example: “classes B-3 through B-5” means
each of classes B-3, B-4 and B-5.
Clearing
Agency: An organization registered as a “clearing agency” pursuant to
Section 17A of the Exchange Act. The initial Clearing Agency will be The
Depository Trust Company.
Clearing
Agency Participant: A broker, dealer, bank other financial institution or
other person for whom a Clearing Agency effects book-entry transfers and
pledges
of securities deposited with the Clearing Agency.
collected
servicing fee on a mortgage loan: For any month, the excess of the interest
payment received on the mortgage loan for the month (including accrued interest
due but not received from liquidation or insurance proceeds for liquidated
loans) over the amount of interest on the mortgage loan for the month at
the
pass-through rate, up to the servicing fee CitiMortgage is permitted to retain
under this agreement.
debt
service reduction: For a mortgage loan, a reduction in the scheduled
monthly loan payment for the mortgage loan by a court of competent jurisdiction
in a proceeding under the Bankruptcy Code or any similar state law, except
a
reduction that would constitute a deficient valuation. If the court proceeding
results in an increase in the scheduled payment for a month (for example,
a
final balloon payment or a payment in a month after the originally scheduled
maturity of the mortgage loan), the increased payment will be considered
a
scheduled payment and not a debt service reduction.
Example:
Suppose a homeowner has a mortgage loan with an outstanding principal balance
of
$50,000 and an interest rate of 7%. The loan has 10 years to run. The homeowner
files for bankruptcy, and the bankruptcy court (1) reduces the outstanding
principal balance to $40,000, (2) reduces the interest rate to 6%, and
(3) stretches the payments out to 20 years. Then
· the
$10,000 reduction in principal owed is a bankruptcy loss,
and
· the
difference between the monthly payment the homeowner would have made on the
remaining $40,000 at the original interest rate and maturity, and the monthly
payment the homeowner is now required to make on the new lower interest rate
and
extended maturity, is a debt service reduction, and
· payments
in the final 10 years (that is, after the originally scheduled maturity)
will be
scheduled payments.
deficient
valuation: For a mortgage loan, a valuation by a court of competent
jurisdiction of the mortgaged property in an amount less than the
then-outstanding indebtedness under the mortgage loan, or a reduction in
the
scheduled monthly principal payment that results in a permanent forgiveness
of
principal, which valuation or reduction results from a proceeding under the
Bankruptcy Code or any similar state law.
delegated
servicer: A person or persons, including a special servicer, to whom
CitiMortgage delegates some or all of its servicing obligations pursuant
to
section 4.5.
Depository:
The bank or banks or savings and loan association or associations or trust
company or companies (which may be the Trustee or which may be Citibank,
N.A. or
a Citibank banking affiliate ) at which the certificate account, buydown
account, escrow account, custodial account for P&I and servicing account are
established or maintained pursuant to section 3.2, 3.3 or 3.3. Each Depository
must meet the requirements of section 11.1.
determination
date: For each distribution day, the close of business on the 18th day (or,
if that day is not a business day, the preceding business day) of the month
in
which the distribution day occurs.
discount
loan: A mortgage loan that has a pass-through rate less than the target
rate.
Eligible
Account: Either
(A)
a
segregated account or accounts maintained at Citibank, N.A. or a Citibank
banking affiliate, provided that the short-term unsecured debt obligations
of
Citibank, N.A. or the Citibank banking affiliate are rated at least “A-1+” by
S&P if S&P is a rating agency, “F-l” by Fitch if Fitch is a rating
agency, and “P-1” by Moody’s if Moody’s is a rating agency, or
(B)
a
segregated account or accounts maintained with an institution
· whose
deposits are insured by the FDIC,
· the
unsecured and uncollateralized debt obligations of which are rated at least
“AA”
by S&P if S&P is a rating agency, “AA” by Fitch if Fitch is a rating
agency, and “Aa” by Moody’s if Moody’s is a rating agency,
· that
has a short term rating of at least “A-1+” by S&P if S&P is a rating
agency, “F-1” by Fitch if Fitch is a rating agency, and “P-1” by Moody’s if
Moody’s is a rating agency, and
· is
either (i) a federal savings and loan association duly organized, validly
existing and in good standing under the federal banking laws, (ii) an
institution duly organized, validly existing and in good standing under the
applicable banking laws of any state, (iii) a national banking association
duly organized, validly existing and in good standing under the federal banking
laws and (iv) a principal subsidiary of a bank holding company,
or
(C) a
trust account (which will be a “special deposit account”) maintained with the
trust department of a federal or state chartered depository institution or
of a
trust company, having capital and surplus of not less than $50 million, acting
in its fiduciary capacity.
Any
Eligible Account maintained with the Trustee will conform to the preceding
clause (C).
ERISA:
The Employee Retirement Income Security Act of 1974.
ERISA
Restricted Certificates: The B-4, B-5 and B-6 certificates.
Exchange
Act: The Securities Exchange Act of 1934.
extraordinary
event: Any of the following events: (i) hostile or warlike action in time
of peace or war; (ii) the use of any weapon of war employing atomic fission
or
radioactive force whether in time of peace or war; or (iii) insurrection,
rebellion, revolution, civil war or any usurped power or action taken by
any
governmental authority in preventing such occurrences (but not including
looting
or rioting occurring not in time of war).
FDIC:
The Federal Deposit Insurance Corporation.
Fitch:
Fitch Ratings.
fraud
loss limit: If an initial fraud loss limit is stated in the Series Terms,
for a distribution day,
(X)
prior
to the second anniversary of the cut-off date, the initial fraud loss limit
minus the aggregate amount of fraud losses since the cut-off date,
and
(Y)
from
the second through fifth anniversary of the cut-off date, (1) the lesser
of (a)
the fraud loss limit as of the most recent anniversary of the cut-off date
and
(b) 0.50% of the aggregate scheduled principal balance of all the mortgage
loans
as of the most recent anniversary of the cut-off date, minus (2) the aggregate
amount of fraud losses since the most recent anniversary of the cut-off
date.
After
the
fifth anniversary of the cut-off date the fraud loss limit will be
zero.
fraud
loss: A liquidated loan loss as to which there was fraud in the origination
of the mortgage loan.
GIC:
A guaranteed investment contract or surety bond.
GNMA:
the Government National Mortgage Association.
group:
In a multiple-pool series, the classes related to a pool; in a single-pool
series, all the classes.
group
target-rate class percentage: For one or more target-rate classes of a
group, the ratio of the classes’ principal balance to the principal balance of
all target-rate classes of the group, expressed as a percentage. For a single
pool series, the group target-rate class percentage is the same as the
target-rate class percentage.
Guide:
The CitiMortgage, Inc. Servicing Guide, being the manual relating to
CitiMortgage’s mortgage loan purchase program, as revised or supplemented from
time to time.
high-cost
mortgage loan: A “high cost loan,” “high-rate, high-fee mortgage,” “covered
loan,” or similar loan under any predatory lending law, if the law contains
provisions that may result in liability of the Trust Fund as a purchaser
or
assignee of the loan.
holder:
Has the same meaning as “certificate holder.”
hypothetical
mortgage loan: A non-existent mortgage loan that, combined with one or more
other hypothetical mortgage loans, would have the same interest and principal
payments as an actual mortgage loan.
Example:
A mortgage loan having a principal balance of $100,000 and a pass-through
rate
of 8% could be divided into two hypothetical mortgage loans, the first having
a
$100,000 principal balance and a pass-through rate of 7%
per
annum, and the second an IO loan having a $100,000 principal balance and
a
pass-through rate of 1% per annum. References to the hypothetical mortgage
loans
in the target-rate strip will include those actual mortgage loans whose
pass-through rates equal the target rate.
independent
accountants : Accountants who are “independent” within the meaning of Rule
2-01(b) of the Securities and Exchange Commission’s Regulation S-X under the
Exchange Act.
Indirect
Participant: An organization that participates in the Clearing Agency by
clearing through or by maintaining a custodial account with a
Participant.
initial:
As applied to a principal or notional balance, target-rate class percentage,
or
subordination level, means the principal or notional balance, target-rate
class
percentage, or subordination level as of the cut-off date.
insurance
proceeds: Proceeds of
· a
primary mortgage insurance policy,
· a
hazard insurance policy to the extent not applied to restore the mortgaged
property or released to the mortgagor in accordance with CitiMortgage’s normal
servicing procedures or, for a third-party servicer, the Guide, and
· any
other insurance policy or bond relating to the mortgage loans or their
servicing.
Internal
Revenue Code: The Internal Revenue Code of 1986.
investment
account: The certificate account (but only if so stated in the Series
Terms) and any other account or any portion thereof that consists of cash
or
Eligible Investments.
Investment
Income: Any and all investment income and gains, net of any losses,
actually received on the investment of funds on deposit in all investment
accounts.
IO
class: A class that has a certificate rate but no principal balance,
receives interest distributions on its notional balance, but does not receive
principal distributions.
IO
loan: A mortgage loan having only a “notional balance.” Such a mortgage
loan would pay interest (usually at a variable rate) on its notional balance,
but would not pay principal.
IO
strip: The ratio-stripped IO loans for all the premium loans.
liquidated
loan: A mortgage loan for which
· the
related mortgaged property has been acquired, liquidated or foreclosed, and
the
relevant servicer determines that all liquidation proceeds it expects to
recover
have been recovered, or
· the
related mortgaged property is retained or sold by the mortgagor, and the
relevant servicer has accepted payment from the mortgagor in consideration
for
the release of the mortgage in an amount that is less than the outstanding
principal balance of the mortgage loan as a result of a determination by
the
relevant servicer that the potential liquidation expenses for the mortgage
loan
would exceed the amount by which the cash portion of such payment is less
than
the outstanding principal balance of the mortgage loan.
liquidated
loan loss: For a distribution day, the aggregate losses for each mortgage
loan that became a liquidated loan prior to the first day of the month that
contains the distribution day, which for each such liquidated loan will equal
the excess of
· (A) the
unpaid principal balance of the mortgage loan on the first day of the preceding
month, plus (B) accrued interest
in
accordance with the amortization schedule at the time applicable to the mortgage
loan at the applicable mortgage note rate from the first day of the month
as to
which interest was last paid on the mortgage loan through the last day of
the
month in which the mortgage loan became a liquidated loan, over
· the
net liquidation proceeds for the mortgage loan.
Each
liquidated loan loss will have an interest portion and a principal portion.
If
net liquidation proceeds for the mortgage loan exceed the accrued interest
described in clause (B) above, the interest portion of the liquidated loan
loss will be zero; otherwise, the interest portion of the liquidated loan
loss will be the excess of the accrued interest described in clause (B) above
over such net liquidation proceeds. The principal portion of a liquidated
loan loss will equal the liquidated loan loss minus the interest portion of
the liquidated loan loss.
liquidation
expenses: For a liquidated loan, out-of-pocket expenses paid or incurred by
or for the account of the relevant servicer or the Trust Fund for
(a) property protection expenses, (b) property sales expenses,
(c) foreclosure costs, including court costs and reasonable attorneys’
fees, (d) similar expenses reasonably paid or incurred in connection with
the liquidation of the liquidated loan, (e) servicing fees not previously
paid on the liquidated loan, and (f) any tax imposed on the Trust Fund with
respect to a liquidated loan or property received by deed in lieu of
foreclosure.
liquidation
proceeds: For a period, the amounts received by the relevant servicer in
connection with the liquidation of a liquidated loan, whether through judicial
or non-judicial foreclosure, proceeds of insurance policies, condemnation
proceeds, proceeds of a deficiency action (less amounts retained by CitiMortgage
pursuant to section 3.12), or otherwise, including payments received from
the
mortgagor for the liquidated loan, other than amounts required to be paid
to the
mortgagor pursuant to the terms of the liquidated loan or to be applied
otherwise pursuant to law.
loss
recovery: For a liquidated loan, any amounts received on the liquidated
loan (net of expenses on the liquidated loan) for any month after the month
in
which the mortgage loan becomes a liquidated loan, that are not applied to
the
reduction of aggregate outstanding advances for the liquidated
loan.
master
servicing fee: The amount payable to CitiMortgage pursuant to section
3.7.
master
servicing fee rate: The per annum rate agreed between CitiMortgage and a
third-party servicer for calculating the master servicing fee. The
monthly master servicing fee rate will be one-twelfth of the master
servicing fee rate.
month:
A calendar month.
Moody’s:
Moody’s Investors Service, Inc.
mortgage:
For a mortgage loan, the mortgage or deed of trust creating a first lien
on and
an interest (a) for a mortgage loan relating to a cooperative apartment in
a cooperative housing corporation, in the mortgagor’s interest therein securing
a mortgage note, and (b) for other cases, in real property securing a
mortgage note.
mortgage
documents: All documents contained in the mortgage file.
mortgage
file: All the documents listed in section 2.1 that are required to be
delivered to either the Mortgage Note Custodian or CitiMortgage pertaining
to a
particular mortgage loan, and any additional documents required to be added
to
such documents pursuant to this agreement.
mortgage
loan: At any time, the indebtedness of a mortgagor evidenced by a mortgage
note that is secured by real property (or shares evidencing ownership interest
in a cooperative apartment in a cooperative housing corporation) and that
is
sold and assigned to the Trustee and held at such time in the Trust Fund
pursuant to this agreement, the mortgage loans originally so held being
identified in the mortgage loan schedule.
mortgage
loan schedule: The list of mortgage loans transferred to the Trustee as
part of the Trust Fund, attached as exhibit B, or separately delivered, in
physical or electronic form, to the Trustee.
mortgage
note: For a mortgage loan, the promissory note or other evidence of
indebtedness of the mortgagor.
mortgage
note rate: For a mortgage loan, the annual rate per annum at which interest
accrues on the mortgage loan.
mortgaged
property: Any real property subject to a mortgage, or any cooperative
apartment in a cooperative housing corporation.
mortgagor:
The obligor on a mortgage note.
multiple-pool
series: A series in which the mortgage loans are divided into two or more
pools for purposes of allocations and distributions. Each series is either
a
single-pool series or a multiple-pool series.
net
liquidation proceeds: For a period, the aggregate amount of liquidation
proceeds for a liquidated loan, net of related liquidation expenses not
previously recovered.
net
REO proceeds: For a REO loan, REO proceeds net of any
related expenses of the relevant servicer.
net
Paying Agent advances: For a period, the amount (which may be negative)
obtained by subtracting the amount of any reimbursements for Paying Agent
advances received in the period from the aggregate amount of Paying Agent
advances made in the period.
net
voluntary advances: For a period, the amount (which may be negative)
obtained by subtracting the amount of any reimbursements for voluntary advances
received in the period from the aggregate amount of voluntary advances made
in
the period.
nonrecoverable
advance: Any portion of a voluntary advance or Paying Agent advance
previously made or proposed to be made in respect of a mortgage loan that
has
not been previously reimbursed to the relevant servicer or the Paying Agent
and
that, in the good faith judgment of such person, would not be ultimately
recoverable from liquidation proceeds or other recoveries in respect of the
related mortgage loan. Nonrecoverable advances also include any advance by
CitiMortgage of part or all of the shortfall in interest collections on a
mortgage loan due to the federal Servicemembers Civil Relief Act or any similar
state legislation that cannot be recouped from later payments on
the
mortgage
loan. The determination by such person that it has made a nonrecoverable
advance
or that any proposed advance, if made, would be a nonrecoverable advance,
will
be evidenced by a certification of a Servicing Officer delivered to the Trustee
and the Paying Agent and detailing the basis for such determination, but
any
delay or failure to send such certification will not impair such person’s right
to withhold or recover such advance.
non-subordinated
losses: (1) Special hazard, fraud or bankruptcy losses that exceed the
then-applicable limit for that type of loss, (2) realized losses from
extraordinary events, and (3) interest shortfalls due to limitations on
interest rates mandated by the federal Servicemembers Civil Relief Act or
any
comparable state laws.
non-supported
prepayment interest shortfall: For a distribution day and a class (other
than a PO class), the class’s proportionate share, based on interest accrued, of
the sum of (1) for affiliated mortgage loans, the excess, if any, of the
prepayment interest shortfalls on such mortgage loans for that distribution
day
over the amount deposited in the distribution account by CitiMortgage pursuant
to section 3.4 in connection with prepayment interest shortfalls, and
(2) for third-party mortgage loans, any excess of the prepayment interest
shortfalls on such mortgage loans for that distribution day over the aggregate
amount deposited in the certificate account in respect thereof by the applicable
third-party servicers as required by section 3.4 and the Guide.
officer’s
certificate: A certification signed by an Authorized Officer of
CitiMortgage or CMSI and delivered to the Trustee or Paying Agent.
opinion
of counsel: A written opinion of counsel, who (unless otherwise specified
herein) may be counsel for, or an employee of, CMSI or an affiliate of CMSI,
which counsel will be reasonably acceptable to the Trustee.
order
of seniority: For the target-rate classes, the following order: the senior
classes, followed by classes B-1, B-2, B-3, B-4, B-5 and B-6.
order
of subordination: For the target-rate classes, the following order: classes
B-6, B-5, B-4, B-3, B-2 and B-1, followed by the senior classes.
original
value: For the mortgaged property underlying a mortgage loan, the lesser
of
· the
sales price of the mortgaged property and
· its
appraisal value determined pursuant to an appraisal made in connection with
origination of the mortgage loan, except that the original appraisal of the
mortgaged property may be used for a refinanced mortgage loan the unpaid
principal balance of which, after refinancing, does not exceed the unpaid
principal balance of the original mortgage loan at the time of refinancing
by an
amount greater than the amount of the closing costs associated with the
refinancing.
The
original value of a mortgage loan is the original value of the
mortgaged property underlying the mortgage loan plus the value of any other
property securing the mortgage loan.
Originator:
The affiliate or affiliates of CMSI, or the third-party originators, from
which
CMSI is acquiring the mortgage loans.
outstanding:
(1) For certificates as of any date, all certificates previously
authenticated and delivered under this agreement except:
(i)
certificates that have been canceled by the Certificate Registrar or delivered
to the Certificate Registrar for cancellation;
(ii)
certificates for which money for a distribution in the necessary amount to
reduce the principal balance to zero has been deposited with the Paying Agent
in
trust for the holders of such certificates; provided, however, that if a
distribution in reduction of the principal balance of such certificates to
zero
will be made, notice of the distribution has been duly given pursuant to
this
agreement or provision therefor, satisfactory to the Trustee, has been
made;
(iii)
certificates in exchange for or in lieu of which other certificates have
been
authenticated and delivered pursuant to this agreement unless proof satisfactory
to the Certificate Registrar is presented that any such certificates are
held by
a protected purchaser under Article 8 of the Uniform Commercial Code in effect
in the applicable jurisdiction; and
(iv)
certificates alleged to have been destroyed, lost or stolen for which
replacement certificates have been issued as provided for in section 5.3
and
authenticated and delivered pursuant to this agreement;
provided,
however, that in determining whether the holders of the requisite percentage
of
the aggregate principal balance or percentage interest of any outstanding
certificates or of the outstanding certificates of any one or more classes
have
given any request, demand, authorization, direction, notice, consent or waiver,
such percentage will be based on the principal balance of such certificate
and
provided, further, certificates owned by CMSI or any other obligor upon the
certificates or any affiliate of CMSI or such other obligor will be disregarded
and deemed not to be outstanding, except that, in determining whether the
Trustee will be protected in relying upon any such request, demand,
authorization, direction, notice, consent, or waiver, only certificates which
the Trustee knows to be so owned will be so disregarded and except that where
CMSI or any other obligor upon the certificates or any affiliate of CMSI
or such
other obligor will be owner of 100% of the aggregate principal balance or
percentage interest of any outstanding certificates, CMSI or such other obligor
or affiliate will be permitted to give any request, demand, authorization,
direction, notice, consent or waiver hereunder. Certificates so owned that
have
been pledged in good faith may be regarded as outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee’s right so to act
with respect to such certificates and that the pledgee is not CMSI or any
other
obligor upon the certificates or any affiliate of CMSI or such other
obligor.
(2)
for a
class for any day, a class with a non-zero principal balance or non-zero
notional balance on that day, and
(3)
for a
mortgage loan, for the first day of a month, a mortgage loan that, prior
to such
first day, was not the subject of a principal prepayment in full, did not
become
a liquidated loan, and was not purchased pursuant to section 2.2 or
2.3.
Participant:
A participating organization in the Clearing Agency.
pass-through
rate: For a mortgage loan for any date or period, the applicable mortgage
note rate, minus
|
·
|
for
an affiliated mortgage loan, the affiliated servicing fee rate,
and
|
|
·
|
for
a third-party mortgage loan, the sum of the third-party servicing
fee rate
and the master servicing fee rate.
|
Any
regular monthly remittance of interest at the pass-through rate for a mortgage
loan
is
based
upon annual interest at that rate on the scheduled principal balance as of
the
first day of the month of the mortgage loan divided by twelve. Interest at
the
pass-through rate will be computed on the basis of a 360-day year, each month
being assumed to have 30 days. The monthly pass-through rate will be
one-twelfth of the pass-through rate.
(Any
partial remittance of interest at such rate by reason of a full principal
prepayment is based upon annual interest at that rate on the prepaid principal
balance of the related mortgage loan, multiplied by a fraction the numerator
of
which is the actual number of days elapsed in the month of the prepayment
to the
date of the prepayment, and the denominator of which is 360. For affiliated
mortgage loans, and some or all of the third-party mortgage loans, the mortgagor
is not required to pay interest on a partial principal prepayment that is
received during a month. The amounts required to be paid pursuant to section
3.4
are in addition to any interest payments made by mortgagors and passed through
on full and partial prepayments.)
percentage
interest: For a class of residual certificates, if the residual certificate
has a principal balance as specified in the Series Terms, the ratio of the
initial principal balance of the residual certificate to the aggregate initial
principal balance of the entire class, expressed as a percentage; if the
residual certificate does not have a principal balance, the portion represented
by such residual certificate (expressed as a percentage) of the total ownership
interest in the applicable constituent REMIC represented by all residual
certificates of the class. For a certificate of an IO class, the ratio of
the
notional balance of the certificate to the aggregate notional balance of
the
entire class.
person:
Any legal person, including any individual, corporation, partnership, joint
venture, association, joint stock company, trust, unincorporated organization
or
government or any agency or political subdivision thereof.
PO
class: A class that has a principal balance and receives principal
distributions, but does not have a certificate rate and does not receive
interest distributions.
PO
loan: A mortgage loan that has a principal balance, but on which no
interest is paid by the mortgagor.
PO
strip: The ratio-stripped PO loans for all the discount loans.
pool:
A pool of mortgage loans.
pool
distribution amount: For a distribution day and a mortgage loan pool, the
funds eligible for distribution to the related classes on that distribution
day,
being all amounts deposited into the certificate account relating to that
pool,
but excluding the following:
(a) uncommitted
cash that will not be used on the distribution day for an uncommitted cash
advance;
(b) all
permitted withdrawals from the certificate account pursuant to section 3.8;
and
(c) all
income from Eligible Investments that are held in an investment
account.
predatory
lending law: The Georgia Fair Lending Act, the Maine Consumer Credit Code –
Truth-in-Lending, the New Jersey Home Ownership Security Act of 2002,
the New
Mexico Home Loan Protection Act, the New York Predatory Lending Act, or any
similar state, local or federal law that regulates high-cost mortgage
loans.
Predecessor
Certificates: For a particular certificate of a class, every previous
certificate of that class evidencing all or a portion of the same principal
balance, notional balance or percentage interest as that evidenced by the
particular certificate; for the purpose of this definition, any certificate
authenticated and delivered under section 5.3 in lieu of a lost, destroyed
or
stolen certificate will be deemed to evidence the same principal balance,
notional balance or percentage interest, as the case may be, as the lost,
destroyed or stolen certificate.
premium
loan: A mortgage loan having a pass-through rate equal to or greater than
the target rate.
prepayment
interest shortfall: For a mortgage loan that was the subject of a principal
prepayment applied during the preceding month, an amount equal to (1) one
month of interest on the principal prepayment at the pass-through rate, less
(2) the amount of any interest (adjusted to the pass-through rate) on the
principal prepayment received from the mortgagor.
primary
mortgage insurance certificate: The certificate of primary mortgage
insurance relating to a particular mortgage loan to the extent initially
set
forth in the mortgage loan schedule.
principal
prepayment: For a mortgage loan, a payment of principal on the mortgage
loan that is received in advance of the date it is scheduled to be paid and
that
is not accompanied by an amount representing scheduled interest for any month
subsequent to the month of prepayment, but excluding any proceeds of or advances
on a liquidated loan.
private
certificates: The residual certificates and certificates of classes B-4
through B-6 and, unless otherwise stated in the Series Terms, any ratio-stripped
IO classes.
Proceeding:
Any suit in equity, action at law or other judicial or administrative
proceeding.
property
protection expenses: For mortgage loans, expenses paid or incurred by or
for the account of CitiMortgage or the Trust Fund in accordance with the
related
mortgages for (a) real estate property taxes and property repair, replacement
protection and preservation expenses, and (b) similar expenses reasonably
paid
or incurred to preserve or protect the value of the mortgages.
Qualified
GIC: A GIC, assigned to the Trustee or Paying Agent, or entered into by
the
Trustee or Paying Agent at the direction of CMSI, on or before the closing
date,
providing for the investment of funds insuring a minimum or fixed rate of
return
on investments of such funds, which contract or surety bond will
(a) be
an obligation of an insurance company, trust company, commercial bank (which
may
be Citibank, N.A. or a Citibank banking affiliate) or other entity whose credit
standing is confirmed in writing as acceptable by each rating
agency;
(b) provide
that the Trustee or the Paying Agent may exercise all of the rights of CMSI
under such contract or surety bond without the necessity of the taking of
any
action by CMSI;
(c) provide
that if at any time (subject to the second proviso of this section (c)) the
then
current credit standing of the obligor under such guaranteed investment contract
is such that continued investment pursuant to such contract of funds included
in
the Trust Fund would result in a downgrading of any rating of any class of
certificates, the Trustee or the Paying Agent may terminate
such
contract and be entitled to the return of all funds previously invested
thereunder, together with accrued interest thereon at the interest rate provided
under such contract through the date of delivery of such funds to the Trustee
or
the Paying Agent, provided that the Trustee or the Paying Agent will not
be
charged with knowledge of any such potential downgrading unless it will have
received written notice of such potentiality from the provider of the GIC
which
must be obligated to give such notice at least once per year; provided, further,
that upon any such event CMSI, by written notice to the Trustee or the Paying
Agent, may replace such contract with a substitute GIC having substantially
the
same terms (including without limitation a rate of return at least as high
as
the contract being replaced) so long as such substitute contract has an obligor
with a credit standing no less than the credit standing of the obligor under
the
contract to be replaced at the time the contract was executed and such fact
is
certified by CMSI to the Trustee or the Paying Agent;
(d) provide
that the Trustee’s interest therein will be transferable to any successor
trustee hereunder;
(e) provide
that the funds invested thereunder and accrued interest thereon be available
not
later than the day prior to any distribution day on which such funds may
be
required for distribution hereunder; and
(f) meet
such other standards as may be specified in the Series Terms.
Qualified
Nominee: A person (who may not be CMSI or an affiliate of CMSI) in whose
name Eligible Investments held by the Trustee or Paying Agent may be registered
as nominee of the Trustee or the Paying Agent in lieu of registration in
the
name of the Trustee or the Paying Agent, provided that the following conditions
will be satisfied in connection with such registration:
(a) the
instruments governing the creation and operation of the nominee provide that
neither the nominee nor any owner of an interest in the nominee (other than
the
Trustee or the Paying Agent) will have any interest, beneficial or otherwise,
in
any Eligible Investments held in the name of the nominee, except for the
purpose
of transferring and holding legal title thereto;
(b) the
nominee and the Trustee or the Paying Agent have entered into a binding
agreement in substantially the form to be provided by CMSI establishing that
any
Eligible Investments held in the name of the nominee are to be held by the
nominee as agent (other than commission agent or broker) or nominee for the
account of the Trustee; and
(c) in
connection with the registration of any Eligible Investment in the name of
the
nominee, all requirements under applicable governmental regulations necessary
to
effect a valid registration of transfer of such Eligible Investment are complied
with as evidenced to the Trustee and the Paying Agent upon its request by
an
opinion of counsel.
ratio-stripped
IO class: An IO class with an initial notional balance equal to the initial
notional balance of one or more IO strips, and that receives interest
distributions solely from distribution on those strips.
ratio-stripped
IO loan: For any premium loan with a pass-through rate greater than the
target rate, a single hypothetical IO loan that, combined with a single
hypothetical target-rate loan, has the same interest and principal payments
as
the premium loan.
Example:
For a premium loan with a $100,000 principal balance and a pass-through rate
1%
per annum greater than the target rate,
the
(hypothetical) ratio-stripped IO loan will have a notional balance of $100,000
and a pass-through rate of 1% per annum, and the (hypothetical) target-rate
loan
will have a principal balance of $100,000 and a pass-through rate equal to
the
target rate.
ratio-stripped
PO class: A PO class whose initial principal balance equals the initial
principal balance of one or more PO strips (rounded down to the nearest whole
dollar), and that receives principal distributions solely from distribution
on
those strips, or from reimbursements from subordinated classes.
ratio-stripped
PO loan: For any discount loan, a single hypothetical PO loan that,
combined with a single hypothetical target-rate loan, has the same interest
and
principal payments as the original discount loan.
Example:
For a discount loan with a $100,000 principal balance and a pass-through
rate 1%
per annum less than the target rate of 5% per annum, the (hypothetical)
ratio-stripped PO loan will have a principal balance of $20,000 and a
pass-through rate of 0%, and the (hypothetical) target-rate loan will have
a
principal balance of $80,000 and a pass-through rate equal to the target
rate.
realized
losses: For a distribution day, liquidated loan losses (including special
hazard losses and fraud losses) and bankruptcy losses incurred in the preceding
month. For a realized loss consisting of a liquidated loan loss, the
interest and principal portions of the realized loss will
equal the interest and principal portions of the liquidated loan
loss.
record
date: For a distribution day, the close of business on (a) for a LIBOR
class, the last day (whether or not a business day) of its last LIBOR accrual
period preceding the distribution day, and (b) for any other class, the last
day
of the preceding month.
relevant
servicer: CitiMortgage or a third-party servicer, as the context
requires.
REMIC:
A “real estate mortgage investment conduit” within the meaning of Internal
Revenue Code Section 860D. References to the “REMIC” are to the constituent
REMICs constituted by the Trust Fund.
REMIC
Provisions: The provisions of the federal income tax law relating to
REMICs, which appear at Sections 860A through 860G of the Internal Revenue
Code.
REO
loan: A mortgage loan that is not a liquidated loan and as to which the
related mortgaged property is held as part of the Trust Fund.
REO
proceeds: Proceeds, net of any related expenses, received in respect of any
REO loan (including, without limitation, proceeds from the rental of the
related
mortgaged property).
REO
property: A mortgaged property acquired by the Trust Fund through
foreclosure or deed-in-lieu of foreclosure in connection with a defaulted
mortgage loan or otherwise treated as having been acquired pursuant to the
REMIC
Provisions.
Required
Amount of Certificates: (i) 2/3 or more of the aggregate voting interest of
the outstanding certificates, if affected by the occurrence of an Event of
Default and (ii) 2/3 or more of the aggregate outstanding percentage
interest of the residual certificates, if affected by such an Event of
Default.
Responsible
Officer of the Trustee means an officer who is employed in the Corporate
Trust
Department
or a similar group for the Trustee with direct responsibility for the
administration of this agreement.
S&P:
Standard and Poor’s Ratings Services, a division of The McGraw- Hill Companies,
Inc.
scheduled
monthly loan payment: For a mortgage loan (including a REO loan) and a
distribution day, the payment of principal and interest due on the first
day of
the month in which the distribution day occurs in accordance with the
amortization schedule applicable to the mortgage loan at that time (after
adjustment for any partial principal prepayments or deficient valuations
occurring prior to such first day of the month but before any adjustment
to such
amortization schedule other than deficient valuations by reason of any
bankruptcy, or similar proceeding or any moratorium or similar waiver or
grace
period).
scheduled
principal balance: For one or more mortgage loans on a date, the initial
principal balance of the loans, less the sum of (a) the aggregate of
the principal portion of all scheduled monthly loan payments required to
be made
on the loans on or before the first day of the month in which the date falls
(whether or not received), provided that after the bankruptcy coverage
termination date, the scheduled principal balance will not be reduced by
the
principal portion of any debt service reductions, and (b) any principal
prepayments on the loans received or posted before the close of business
on the
last business day of the preceding month.
scheduled
principal payments: For one or more mortgage loans for a distribution day,
the principal portion of the scheduled monthly loan payments on the loans
for
the distribution day.
scheduled
servicing fee: For any month, a fee equal to
· for
each affiliated mortgage loan, the scheduled principal balance of the mortgage
loan as of the close of business on the last day of the preceding month,
multiplied by the monthly affiliated servicing fee rate, and
· for
each third-party mortgage loan, the scheduled principal balance of the mortgage
loan as of the close of business on the first day of the month, multiplied
by
the relevant monthly third-party servicing fee rate.
Securities
Act: The Securities Act of 1933.
senior
to: A target-rate class is senior to another target-rate class if it is
ranked above it in order of seniority.
Servicing
Officer: Any officer of CitiMortgage, a delegated servicer or a third-party
servicer involved in, or responsible for, the administration and servicing
of
the Trust Fund whose name appears on a list of servicing officers attached
to an
officer’s certificate furnished to the Trustee by CitiMortgage, as such list may
from time to time be amended.
single
certificate: A single certificate evidences (a) for a residual certificate,
1% percentage interest, (b) for a certificate of an IO class, $1,000 initial
notional balance, and (c) for a certificate of any other class, $1,000 initial
principal balance.
single-pool
series. A series in which the mortgage loans are not divided into two or
more pools for purposes of allocations and distributions. Each series is
either
a single-pool series or a multiple-pool series.
special
hazard loss: (i) A liquidated loan loss suffered by a mortgaged property on
account of direct
physical
loss, exclusive of (a) any loss covered by a hazard policy or a flood insurance
policy maintained for the mortgaged property pursuant to section 3.11, and
(b)
any loss caused by or resulting from:
(1) normal
wear and tear;
(2) infidelity,
conversion or other dishonest act on the part of the Trustee, CitiMortgage
or
any of their agents, employees or delegees; or
(3) errors
in design, faulty workmanship or faulty materials, unless the collapse of
the
property or a part thereof ensues; or
(ii)
a
liquidated loan loss suffered by the Trust Fund arising from or related to
the
presence or suspected presence of hazardous wastes or hazardous substances
on a
mortgaged property, unless the loss to a mortgaged property is covered by
a
hazard policy or a flood insurance policy maintained for the mortgaged property
pursuant to section 3.11.
special
hazard loss limit: If an initial special hazard loss limit is stated in the
Series Terms, for a distribution day, the initial special hazard loss limit
minus the sum of (i) the aggregate amount of special hazard losses and (ii)
the Adjustment Amount (as defined below) as most recently calculated. For
each
anniversary of the cut-off date, the Adjustment Amount will be the excess
of the
amount calculated in accordance with the preceding sentence (without giving
effect to the deduction of the Adjustment Amount for such anniversary) over
the
greater of (A) the product of the special hazard percentage for such
anniversary multiplied by the aggregate scheduled principal balance of all
the
mortgage loans on the distribution day immediately preceding such anniversary
and (B) twice the scheduled principal balance of the mortgage loan in the
Trust Fund which has the largest scheduled principal balance on the distribution
day immediately preceding such anniversary.
special
hazard percentage: As of each anniversary of the cut-off date, the greater
of (i) 1% and (ii) the largest percentage obtained by dividing the
aggregate scheduled principal balances (as of the immediately preceding
distribution day) of the mortgage loans secured by mortgaged properties located
in a single, five-digit ZIP code area in the State of California by the
aggregate scheduled principal balance of all the mortgage loans as of such
anniversary.
subordinated
losses: Realized losses other than non-subordinated losses.
subordinate
to: A target-rate class is subordinate to another target-rate class if
it
is ranked below it in order of seniority.
subordination
depletion date: The first distribution day for which the principal balance
of the subordinated classes on the preceding day is zero.
target-rate
class percentage: For one or more target-rate classes, the ratio of the
classes’ principal balance to the principal balance of all target-rate classes,
expressed as a percentage.
target-rate
loan: For any mortgage loan, a single hypothetical mortgage loan that has
a
pass-through rate equal to the target rate, and
(i)
if
the mortgage loan has a pass-through rate equal to or greater than the target
rate, has the same principal balance as the mortgage loan, and
(ii)
if
the mortgage loan is a discount loan, has a principal balance equal to the
product of (A) the principal balance of the
mortgage
loan and (B) the ratio of the pass-through rate for the mortgage loan to
the target-rate.
target-rate
strip: The mortgage loan pool formed of the target-rate loans for all the
mortgage loans.
third-party
servicing fee: For any month, a fee for each third-party mortgage loan
equal to the lesser of (a) the scheduled principal balance of the mortgage
loan as of the close of business on the first day of the month, multiplied
by
the relevant monthly third-party servicing fee rate, and (b) the excess of
the interest payment received on the mortgage loan for the month (including
interest payments included in liquidation or insurance proceeds) over the
amount
of the interest payment to be deposited in the certificate account.
third-party
servicing fee rate: For a third-party mortgage loan other than a specially
serviced mortgage loan, the per annum rate specified as such on schedule
B-TP to
exhibit B under the heading “Sub Fee,” reduced (but not below zero) by any
applicable master servicing fee rate, and for a specially serviced mortgage
loan, the per annum servicing fee rate for the special servicer provided
for in
or pursuant to the special servicing agreement. The monthly third-party
servicing fee rate will be one-twelfth of the relevant third-party servicing
fee
rate.
Transfer
Instrument: A deed transferring an interest in property subject to a
mortgage.
Trust
Fund: The corpus of the trust created by this agreement, consisting of the
mortgage loans, the certificate account, any pooling, lower-tier, or upper-tier
REMIC account, REO property and the primary mortgage insurance certificates,
any
other insurance policies for the mortgage loans, any retail reserve fund
and the
rights of the Trustee under any reserve fund and any certificate insurance
policy.
uncommitted
cash: For a distribution day, any cash in the certificate account
representing principal prepayments posted or liquidation proceeds deposited
on
or after the first day of the month immediately preceding such distribution
day
and all related payments of interest and all payments which represent early
receipt of scheduled payments of principal and interest due on a date or
dates
subsequent to such first day of the month.
unscheduled
principal payments: For one or more mortgage loans for a distribution day,
the sum of
· all
principal prepayments on the mortgage loans received by CitiMortgage or a
third-party servicer during the month preceding the distribution day, up
to the
scheduled principal balance, in each case, of the mortgage loan,
· the
greater of (1) aggregate net liquidation proceeds from any of the mortgage
loans that became a Liquidated Loan during the month preceding such distribution
day, minus (a) the portion of such proceeds representing interest,
and (b) any unreimbursed advances of principal made by the CitiMortgage, a
third-party servicer, or the Paying Agent on such mortgage loans, and
(2) the aggregate scheduled principal balances of such mortgage loans for
the distribution day, and
· the
scheduled principal balance of any of the mortgage loans that was repurchased
by
CMSI during such month pursuant to section 2.3, “Repurchase or substitution of
mortgage loans” below.
U.S.
person: A citizen or resident of the United States of
America,
a
corporation or partnership (unless, in the case of a partnership, Treasury
regulations are adopted that provide otherwise) created or organized in or
under
the laws of the United States of America, any state thereof or the District
of
Columbia, including an entity treated as a corporation or partnership for
federal income tax purposes, an estate whose income is subject to U.S. federal
income tax regardless of its source, or a trust if a court within the United
States is able to exercise primary supervision over the administration of
such
trust, and one or more such U.S. persons have the authority to control all
substantial decisions of such trust (or, to the extent provided in applicable
Treasury regulations, certain trusts in existence on August 20, 1996 which
are
eligible to elect to be treated as U.S. persons).
1.2
Usages
In
this
agreement and the certificates, unless otherwise stated or the context otherwise
clearly requires, the following usages apply:
· “This
agreement,” “herein,” “hereof” and words of similar import when used in this
agreement will refer to this agreement.
· In
computing periods from a specified date to a later specified date, the words
“from” and “commencing on” (and the like) mean “from and including,” and the
words “to,” “until” and “ending on” (and the like) mean “to but
excluding.”
· An
action permitted under this agreement may be taken at any time and from time
to
time. Except as otherwise indicated, a permitted action may be taken in the
actor’s sole discretion. References to a person’s taking action include the
person’s refraining from action. Thus, a statement that a person “may take any
action that … “ means that a person may take or refrain from taking any action
that ….
· All
indications of time of day mean New York City time.
· “Including”
means “including, but not limited to.” “A or B” means “A or B or
both.”
· References
to an agreement (including this agreement) will refer to the agreement as
amended at the relevant time.
· References
to numbered sections or paragraphs in this agreement will refer to sections
or
paragraphs of this agreement, and such section references will include all
included sections. For example, a reference to section 6 will be to section
6 of
this agreement, and also to sections 4.1, 4.2, etc.
· References
to an exhibit in this agreement will refer to all included numbered subdivisions
of the exhibit. For example, references to exhibit A will also refer to
subdivisions A-1, A-2, etc.
· References
to a statute include all regulations promulgated under or implementing the
statute, as in effect at the relevant time. References to a specific provision
of a statute includes successor provisions.
· References
to any governmental or quasi-governmental agency or authority will include
any
successor agency or authority.
· Where
a decimal appears that has been shortened, it will be rounded according to
the
usual rules; that is, if the decimal is only shown to x places, the last
number
(in the xth place) will be raised by one if the following number (in the
x+1st
place) is 5, 6, 7, 8 or 9.
1.3
Calculations
respecting
mortgage loans
(a) In
connection with all calculations required to be made pursuant to this agreement
for remittances on any mortgage loan, any payments on the mortgage loans
or any
payments on any other assets
included
in a Trust Fund, the rules set forth in this section 1.2 will be
applied.
(b) Calculations
for remittances on mortgage loans will be made on a
mortgage-loan-by-mortgage-loan basis, based upon current information as to
the
terms of such mortgage loans and reports of payments received on such mortgage
loans supplied to CitiMortgage by the person responsible for the servicing
thereof and satisfying such requirement, if any, as may be set forth in section
3.
(c) Each
remittance receivable on a mortgage loan will be assumed to be received on
the
first day of the month.
2
Transfer
of mortgage loans and
issuance of certificates; repurchase and substitution
2.1
Transfer
of mortgage
loans
(a) CMSI,
as of the closing date, hereby transfers and assigns to the Trustee, without
recourse, all of CMSI’s right, title and interest in and to
· the
mortgage loans, including all remittances received or receivable by CMSI
on or
with respect to the mortgage loans (other than payments of principal and
interest due and payable on the mortgage loans, and principal prepayments
thereon received, on or before the cut-off date), and
· the
proceeds of any title, primary mortgage, hazard or other insurance policies
related to the mortgage loans.
Such
transfer and assignment is absolute, is made in exchange for the certificates
described in this section 12, and is intended by the parties to be a sale.
Nonetheless, to the extent such transfer is held not to be a sale under
applicable law, it is intended that this agreement will be a security agreement
under applicable law, and CMSI will be deemed to have granted to the Trustee,
for the benefit of the certificate holders and any Insurer, a security interest
in the Trust Fund, including the mortgage loans, mortgage notes and related
documents. CMSI will, at its own expense, take any action reasonably requested
by the Trustee to confirm, perfect, and protect the priority of, the security
interest granted hereby, including the filing of Uniform Commercial Code
financing statements in the appropriate jurisdictions.
CMSI
will
not transfer any other property to the Trust Fund except as expressly permitted
by this agreement.
The
Trustee acknowledges receipt of the documents and other property referred
to in
section 2.1, and declares that the Trustee will hold such documents and other
property, including property yet to be received in the Trust Fund, in trust,
upon the trusts herein set forth, for the benefit of all present and future
certificate holders and any Insurer.
(b) The
Trustee and CitiMortgage have entered into a Mortgage Note Custodial
Agreement substantially in the form of exhibit C with the Mortgage Note
Custodian named in section 12.1.
The
Mortgage Note Custodian may be the Trustee, any affiliate of the Trustee,
an
affiliate of CMSI, or an independent entity, except that if the rating
of the Mortgage Note Custodian’s long-term senior debt is
|
·
|
rated
below BBB, or is not rated, by Fitch if Fitch is a rating
agency,
|
|
·
|
rated
below A2, or is not rated, by Moody’s if Moody’s is a rating agency,
or
|
|
·
|
rated
below A+, or is not rated, by S&P if S&P is a rating
agency,
|
then
the
Trustee shall, reasonably promptly after being notified by CitiMortgage,
CMSI or
a rating agency that the Mortgage Note Custodian no longer has the required
ratings, remove the Mortgage Note
Custodian
and appoint a successor Mortgage Note Custodian, as described in the following
paragraph.
The
Trustee may at any time remove the initial or any successor Mortgage Note
Custodian, and enter into a Mortgage Note Custodial Agreement substantially
in
the form of exhibit C with a successor Mortgage Note Custodian. The Mortgage
Note Custodial Agreement may provide that the successor Mortgage Note Custodian
will conduct the review of each mortgage note required under section 2.1(f),
except that if the successor Mortgage Note Custodian is CMSI or an
affiliate of CMSI, the Trustee may conduct the review.
(c) For
each mortgage loan (other than a mortgage loan secured by shares in a
cooperative housing corporation), CMSI will on or before the closing date
deliver
· to
the Mortgage Note Custodian the mortgage note, endorsed by manual or facsimile
signature without recourse by the Originator or an affiliate of the Originator
in blank or to the Trustee showing a complete chain of endorsements from
the
named payee to the Trustee or from the named payee to the affiliate of the
Originator and from such affiliate to the Trustee, except that endorsement
is
not required where Mortgage Electronic Registration Systems, Inc.
(MERS) is the named payee or the nominee of the named payee,
and
· to
CitiMortgage the following documents or instruments (except to the extent CMSI
is complying with section 2.1(h)):
(i) The
original recorded mortgage, with evidence of recording thereon or a copy
of the
mortgage certified by the public recording office in those jurisdictions
where
the public recording office retains the original.
(ii) Any
original assumption, modification, buydown or conversion-to-fixed-interest-rate
agreement applicable to the mortgage.
(iii) An
assignment from the Originator or an affiliate of the Originator to the Trustee
in recordable form of the mortgage which may be included, where permitted
by
local law, in a blanket assignment or assignments of the mortgage to the
Trustee, including any intervening assignments and showing a complete chain
of
title from the original mortgagee named under the mortgage to the Originator
or
such affiliate and to the Trustee, except that (x) a blanket
assignment need not be in recordable form but will be delivered with a limited
power of attorney authorizing the Custodian, on behalf of the Trustee, to
act
for the Originator or such affiliate in preparing, executing, delivering
and
recording in the Trustee’s name any instruments for recording assignments of the
related mortgages to the Trustee, (y) if the mortgage is registered with
MERS, only assignments from the origination of the mortgage to its assignment
to
MERS will be required, and (z) if the mortgage was originated with MERS as
the original mortgagee (a “MOM loan”), no interim assignment will be
required.
(iv) The
original or a copy of the title insurance policy (which may be a certificate
or
a short form policy relating to a master policy of title insurance) pertaining
to the mortgaged property, or in the event such original title policy is
unavailable, a copy of the preliminary title report and the lender’s recording
instructions, with the original to be delivered within 180 days of the closing
date or other evidence of title.
(v) Any
related primary mortgage insurance certificate and related policy or a copy
thereof.
(d) For
each mortgage loan secured by shares in a cooperative housing corporation
(except to the extent CMSI is complying with section 2.1(h)), CMSI will on
or
before the closing date deliver
· to
the Mortgage Note Custodian the mortgage note, endorsed by manual or facsimile
signature without recourse by the Originator or an affiliate of the Originator
in blank or to the Trustee showing a complete chain of endorsements and
assignments from the named payee to the Trustee or from the named payee to
the
affiliate of the Originator and from such affiliate to the Trustee,
and
· to
CitiMortgage the following documents or instruments (except to the extent
CMSI
is complying with section 2.1(h)):
(i) Any
original assumption, modification, buydown or conversion-to-fixed-interest-rate
agreement applicable to the mortgage.
(ii) The
original stocks, shares, membership certificate or other contractual agreement
evidencing ownership.
(iii) The
original stock power executed in blank.
(iv) The
original executed security agreement or similar document and all assignments
thereof showing a complete chain of assignment from the named secured party
to
the Trustee.
(v) The
original executed proprietary lease or occupancy agreement and all assignments
thereof showing a complete chain of assignment from the named secured party
to
the Trustee.
(vi) The
original executed recognition agreement and any executed assignments of
recognition agreement showing a complete chain of assignment from the named
secured party to the Trustee.
(vii) (Except
for mortgage loans secured by mortgaged properties in the State of New Jersey,
or originated prior to October 1988 and secured by mortgaged properties in
the
State of New York) the executed UCC-1 financing statement with evidence of
recording thereon and executed original UCC-3 financing statements or other
appropriate UCC financing statements required by state law, evidencing a
complete and unbroken chain from the mortgagee to the Trustee with evidence
of
recording thereon (or in a form suitable for recordation).
(viii) Any
related primary mortgage insurance certificate and related policy.
(e)
The
Mortgage Note Custodian will hold the mortgage notes, and CitiMortgage will
hold
the other mortgage documents, in trust for the Trustee and the benefit of
the
Trustee, any Insurer and all present and future certificate
holders.
For
purposes of this section 2.1, a document (other than a promissory note or
document described in the following sentence) will be deemed “delivered” to a
person if the person has received, or been granted unrestricted access to,
an
image of the document that is inscribed in a tangible medium or is stored
in an
electronic or other medium and is retrievable in perceivable form. A letter
of
credit, investment security or similar instrument that in the ordinary course
of
business is transferred by delivery with any necessary endorsement or assignment
may only be delivered in electronic form if
· the
document is a security certificate, and applicable state law provides that
a
security interest may only be perfected by filing of a financing statement,
or
· all
applicable steps have been taken in accordance with CitiMortgage’s underwriting
policies to confirm in the Trustee a first priority perfected security interest
in the document or the rights represented by the document.
(f)
Pursuant to the Mortgage Note Custodial Agreement, the Mortgage Note Custodian
will review each mortgage note within 90 days after the closing date to
ascertain that it has been executed and received, and that such note relates
to
the mortgage loans identified in exhibit B.
(g) On
or before the closing date, CMSI will deposit in the certificate
account
· all
payments on the mortgage loans that CMSI receives after the cut-off date
and
before the closing date, to the extent such payments are being transferred
and
assigned to the Trustee under this agreement, except any portion of such
payments on mortgage loans (including servicing fees) of a type not required
to
be deposited therein as specified in section 11 or the Series Terms,
and
· any
amount required to be so deposited under the Series Terms.
(h) If
CMSI is required under this section 2.1 to deliver an original recorded mortgage
or a completed assignment in recordable form to CitiMortgage by the closing
date, but cannot do so because of a delay in recording the mortgage, CMSI
may
instead
· deliver
a copy of the mortgage, provided that CMSI certifies that the original mortgage
has been delivered to a title insurance company for recordation after receipt
of
its policy of title insurance or binder therefor (which may be a certificate
relating to a master policy of title insurance), and
· an
assignment to the Trustee completed except for recording
information.
In
all
such instances, CMSI will deliver the original recorded mortgage and completed
assignment (if applicable) to CitiMortgage promptly upon receipt of such
mortgage.
If
an
original recorded mortgage has been lost or misplaced, CMSI or the related
title
insurance company may deliver, in lieu of the mortgage, a copy of the mortgage
bearing recordation information and certified as true and correct by the
office
in which the original mortgage was recorded.
If
CMSI
cannot deliver the original or a copy of a title insurance policy (which
may be
a certificate relating to a master policy of title insurance) for a mortgaged
property to CitiMortgage by the closing date because the policy is not yet
available, CMSI may instead deliver a binder for the policy, and deliver
the
original or a copy of the policy to the Trustee when available.
If
CMSI
cannot deliver an original assumption, modification, buydown or
conversion-to-fixed-interest-rate agreement to CitiMortgage by the closing
date,
CMSI may instead deliver a certified copy thereof. CMSI will deliver the
original assumption, modification, buydown or conversion-to-fixed-interest-rate
agreement to the Trustee promptly upon receipt thereof.
CMSI
will, at its own expense, prepare and deliver to CitiMortgage each assignment
referred to in this section 2.1(h) as soon as practicable but not later than
60
days after the date of initial issuance of the certificates. For each mortgage
relating to a mortgaged property located in a state for which the rating
agencies require recordation of such assignments (as will be specified in
the
Series Terms or a CMSI officer’s certificate), CMSI intends to record the
assignment in the appropriate public office for real property records (or
supply
CitiMortgage with evidence of recordation) as soon as practicable after the
initial issuance of the certificates. Except as provided in this section,
neither CMSI nor any Originator or affiliate of any Originator will have
any
obligation to record any assignment of any mortgage in order to name the
Trustee
as mortgagee of record. The preceding sentence will not be in derogation
of the
obligation of CMSI, the
Originators
and affiliates of the Originators to record (and supply CitiMortgage with
evidence thereof) assignments of mortgages required in order that CMSI, an
Originator or an affiliate of an Originator be shown as mortgagee of record
of
each mortgage.
CMSI
will, at its own expense, file any UCC-3 financing statements not previously
filed, and will supply CitiMortgage with evidence of the filing. CMSI intends
to
file in the appropriate public office as soon as practicable after the initial
issuance of the certificates.
For
mortgage loans that have been prepaid in full after the cut-off date and
prior
to the closing date, CMSI, in lieu of delivering documents to the Mortgage
Note
Custodian and CitiMortgage, will on the closing date deliver a certification
of
a Servicing Officer as set forth in section 3.13.
(i)
Concurrently with the transfer and assignment to the Trustee of the mortgage
loans, the Trustee or the Authenticating Agent will, in accordance with a
written order or request signed in CMSI’s name by an Authorized Officer,
authenticate and deliver to or upon CMSI’s order, duly authenticated
certificates in authorized denominations evidencing the entire ownership
of the
Trust Fund. The Trustee acknowledges that to the extent it holds any class
P or
class L regular interests, it holds such regular interests as assets of the
lower-tier or upper-tier REMIC, as described in the Series Terms.
2.2
CMSI’s
representations and
warranties
CMSI
represents and warrants to the Trustee and any Insurer that as of the closing
date:
(i) The
information in exhibit B was true and correct in all material respects as
of the
dates respecting which such information is furnished, and the information
provided to the rating agencies, including the loan-level detail, is true
and
correct according to rating agency requirements.
(ii) As
of the closing date, each mortgage will be a valid first lien on the property
securing the related mortgage note subject only to
· the
lien of current real property taxes and assessments as limited in clause
(vi)
below,
· covenants,
conditions and restrictions, rights of way, easements and other matters of
public record as of the date of recording of the mortgage, which exceptions
appearing of record are acceptable to mortgage lending institutions generally
or
specifically reflected in the appraisal obtained in connection with the
origination of the related mortgage loan,
· other
matters to which like properties are commonly subject that do not in the
aggregate materially interfere with the benefits of the security intended
to be
provided by the mortgage, and
· for
a mortgage on a cooperative apartment in a cooperative housing corporation,
the
right of the related cooperative to cancel the related shares and terminate
the
proprietary lease for unpaid assessments (general and special) owed by the
mortgagor;
(iii) Immediately
before the transfer and assignment of the mortgage loans to the Trustee,
CMSI
has good title to, and is the sole legal owner of, each mortgage loan (except
as
set forth in clause (v) below) and immediately upon the transfer and assignment,
CMSI will have taken all steps necessary so that the Trustee will have good
title to, and will be the sole legal owner of, each mortgage loan (except
as set
forth in clause (v) below);
(iv) As
of the cut-off date, no payment of principal of or interest on any
mortgage
loan
was
30 days or more past due (a mortgage loan being considered 30 days past due
in a
given month when payment due on the first day of the prior month has not
been
made on or before the last day of such prior month) or has been 30 days or
more
past due more than once for the twelve months preceding the cut-off
date;
(v) As
of the closing date, there is no mechanics’ lien or claim for work, labor or
material affecting the mortgaged property that is or may be a lien prior
to, or
equal with, the lien of the mortgage except those that are insured against
by
the title insurance policy referred to in (x) below;
(vi) As
of the closing date, there is no delinquent tax or assessment lien against
any
mortgaged property;
(vii) As
of the closing date, there is no valid offset, defense or counterclaim to
any
mortgage note or mortgage, including the obligation of the mortgagor to pay
the
unpaid principal and interest on the mortgage note;
(viii) As
of the closing date, each mortgaged property is free of material damage and
is
in good repair;
(ix) Each
mortgage at the time it was originated complied in all material respects
with
applicable state, local and federal laws, including, without limitation,
all
applicable usury, equal credit opportunity, recording, disclosure and predatory
lending laws. No mortgage loan is
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·
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a
high cost loan under the predatory lending law of any jurisdiction
in
which a mortgaged property is
located,
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·
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a
“High Cost Loan” or “Covered Loan,” as such terms are defined in the
current version of Standard & Poor’s LEVELS® Glossary, (Version 6.0
Revised, Appendix E),
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·
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a
“High-Cost Home Loan,” as defined in either the Indiana High Cost Home
Loan Law, effective January 1, 2005, the New Jersey Home Ownership
Security Act of 2002, effective November 27, 2003, or the New Mexico
Home
Loan Protection Act, effective January 1, 2004,
or
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·
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a
“high cost home mortgage loan,” as defined in the Massachusetts Predatory
Home Loan Practices Act, effective November 9,
2004,
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(x)
A
lender’s title insurance policy or binder approved as such by Fannie Mae or
Freddie Mac, or other assurance of title customary in the relevant jurisdiction,
was issued on the date of the origination of each mortgage loan (other than
a
mortgage loan for a cooperative apartment), and, as of the closing date,
each
such policy, binder or assurance is valid and in full force and
effect;
(xi)
The
mortgage loans conform in all material respects with their descriptions in
the
prospectus relating to the certificates;
(xii)
Each mortgage loan with an original principal balance exceeding 80% (or,
for
certain mortgage loans originated before 1995, 90%) of its original value
is
covered by primary mortgage insurance at least until its outstanding principal
balance is less than or equal to 80% of the original value, either through
principal payments by the mortgagor or as determined by a new appraisal
delivered subsequent to origination. So long as it is in effect, the primary
mortgage insurance covers losses from defaults in an amount equal to the
excess,
of the outstanding principal balance of the mortgage loan over 75% of the
original value of the mortgage loan;
(xiii) The
original principal balance of each mortgage loan was not more than 95% of
the
original value of the mortgage loan;
(xiv)
For
each buydown mortgage loan, the buydown funds deposited in the
buydown
account, if any, will be sufficient, after crediting interest at the rate
per
annum, if any, specified in the buydown agreement compounded monthly to the
buydown account and adding the amounts required to be paid by the mortgagor,
to
make the scheduled payments stated in the mortgage note for the term of the
buydown subsidy agreement;
(xv) Each
mortgage loan is a “qualified mortgage” within the meaning of Section 860G(a)(3)
of the Internal Revenue Code.
(xvi) For
each mortgaged property at the time the mortgage loan was originated, no
improvement located on or part of the mortgaged property violated any applicable
zoning or subdivision laws or ordinances.
(xvii) For
each mortgaged property, the terms of the mortgage note and the mortgage
loan
have not been impaired, altered or modified in any material respect, except
by a
written instrument which has been recorded or is in the process of being
recorded.
(xviii) For
each mortgaged property, no default or waiver exists under the mortgage
documents, and no modifications to the mortgage documents have been made,
that
have not been disclosed.
(xix) If
a mortgaged property is in a Federal Emergency Management Agency designated
flood area, a flood insurance policy is in effect covering the mortgaged
property.
(xx) For
each mortgaged property as of the closing date, a hazard insurance policy
is in
place.
The
representations and warranties in this section 2.2 will survive delivery
of the
mortgage files to the Trustee.
2.3
Repurchase
or substitution
of mortgage loans
(a)
Each
of CMSI, CitiMortgage and the Trustee will promptly notify the other parties
if
it discovers a breach of any of the representations and warranties in section
2.2 that materially and adversely affects the interests of the certificate
holders or any Insurer in a mortgage loan (including a mortgage loan substituted
for a nonconforming mortgage loan pursuant to section 2.4) (a material
breach).
(b)
If
CMSI is notified of a material breach, CMSI will have 60 days after the notice
(or a longer period approved in advance in writing by a Responsible Officer
of
the Trustee) to cure the breach in all material respects, or to repurchase
the
mortgage loan or substitute eligible substitute mortgage loans, as provided
in
this section 2.3.
Except
as
expressly provided in this agreement, neither the Mortgage Note Custodian
nor
CitiMortgage is required to inspect or review any document in a mortgage
file.
However, if the Mortgage Note Custodian finds that a mortgage note is missing
or
materially defective, the Mortgage Note Custodian will promptly notify
CitiMortgage and CMSI by e-mail. CMSI will then have 180 days after the notice
to cure the breach in all material respects, or to repurchase the mortgage
loan
or substitute eligible substitute mortgage loans, as provided in this section
2.3, except that CMSI will only have 90 days after the notice to cure, cure,
repurchase, or substitute if the defect causes the mortgage loan to fail
to be a
“qualified mortgage” under Internal Revenue Code section
860G(a)(3).
(c)
Any
repurchase by CMSI of a mortgage loan will be at a price equal to
(i) 100%
of the scheduled principal balance of the mortgage loan on the date of
repurchase, plus
(ii) accrued
and unpaid interest thereon at the pass-through rate to the first day of
the
following month, plus
(iii) any
costs and damages incurred by the Trust Fund in connection with any violation
by
such mortgage loan of any predatory lending law, plus
(iv) aggregate
outstanding advances for the mortgage loan, to the extent not recovered in
(ii)
above.
(d)
CMSI
will pay the repurchase price to CitiMortgage, which will promptly deposit
the
repurchase price in the certificate account. A repurchase of a mortgage loan
under this section 2.3 will be considered a prepayment in full of the mortgage
loan on the date of repurchase. Upon the Trustee’s receipt of written notice of
the deposit signed by an Authorized Officer of CitiMortgage, the Trustee
will
direct the Mortgage Note Custodian and CitiMortgage to release the related
mortgage file to CMSI and will execute and deliver such instruments of transfer
or assignment furnished to the Trustee, in each case without recourse, as
CMSI
reasonably requests, to vest the mortgage loan in CMSI. Repurchase of the
mortgage loan by CMSI will be deemed to include the right to receive any
remittance on the mortgage loan payable or received on or after the date
of
repurchase, and CitiMortgage will, upon receipt, promptly pay CMSI the amount
of
any such remittance.
(e)
CMSI
may, instead of repurchasing a mortgage loan pursuant to this section 2.3,
substitute one or more eligible substitute mortgage loans (as defined below)
for
one or more nonconforming mortgage loans. Such a substitution will take place
on
a business day designated by CMSI (the substitution day) occurring
before the second anniversary of the startup day, subject to satisfaction
of the
conditions in section 2.1 and the following conditions:
(i) no
Event of Default is continuing; and
(ii) the
aggregate scheduled principal balance of all eligible substitute mortgage
loans
substituted on the substitution day (determined for each eligible substitute
mortgage loan as of the substitution day) does not exceed 40% of the aggregate
scheduled principal balance of all mortgage loans as of the closing
date;
(f)
An
eligible substitute mortgage loan: is a mortgage loan
· for
which all payments of principal and interest due on or before the substitution
day have been received,
·
that has a mortgage note rate equal to or greater than the highest mortgage
note
rate of any mortgage loan for which it is being substituted,
· that
matures no later than, and no more than one year before, any mortgage loan
for
which it is being substituted,
· that
has an original term to maturity equal to each mortgage loan for which it
is
being substituted, and
· that
has a scheduled principal balance that, together with any other eligible
substitute mortgage loans being substituted on that substitution day, and
any
funds CMSI deposits in the certificate account relating to the substitution
(the substitution adjustment amount) equals or exceeds the mortgage
loans for which they are being substituted.
The
substitution adjustment amount will be separately accounted for as a reserve
fund in the certificate account and will be remitted to certificate holders
in
the month following receipt when the repurchase proceeds are remitted to
compensate for the
resulting
shortfall incurred in connection with the substitution of mortgage
loans.
(g)
If,
on the substitution day, any installment of principal and interest has been
received in the certificate account where the principal portion has not been
applied to reduce the scheduled principal balance of the mortgage loan that
is
being substituted for, because the installment was received before the first
day
of the applicable month, the full amount of such prepaid installment will
be
paid on the substitution day to CMSI from the certificate account.
(h)
Upon
a substitution of mortgage loans pursuant to this section 2.3,
· exhibit
B to this agreement will be deemed to be amended to exclude all mortgage
loans
being replaced by such eligible substitute mortgage loans and to include,
pursuant to section 10.1, the information in the supplemental mortgage loan
schedule regarding the eligible substitute mortgage loans, and all references
in
this agreement to mortgage loans will include such eligible substitute mortgage
loans,
· CMSI
will be deemed to represent and warrant, as of the substitution day, that
the
representations and warranties in section 2.2 are true of the eligible
substitute mortgage loans, and
· the
Trustee will release to CMSI the nonconforming mortgage loans and execute
and
deliver any instruments of transfer or assignment required to transfer, without
recourse, the nonconforming mortgage loans to CMSI.
(i)
CMSI’s obligation under this section 2.3 to repurchase or substitute mortgage
loans will be the sole remedy against CMSI available to the certificate holders
or the Trustee on behalf of the certificate holders for a material defect
in a
mortgage document or a breach of a representation and warranty in section
2.2.
3
Servicing
3.1
CitiMortgage
as servicer and
master servicer
(a)
Affiliated mortgage loans. CitiMortgage will service those mortgage
loans listed in exhibit B, other than any mortgage loans listed on schedule
B-TP
(the affiliated mortgage loans).
(b)
Third-party mortgage loans. The mortgage loans listed in schedule B-TP
to exhibit B (third-party mortgage loans) will be serviced by a
third-party servicer pursuant to this agreement, a third-party
servicing agreement between CitiMortgage and the third-party servicer, and
the Guide. CitiMortgage will be the master servicer for each
third-party mortgage loan. Each third-party servicing agreement will be
consistent with this agreement and, except for special servicing agreements,
will be effective as of the closing date.
(c)
Special servicing. CitiMortgage may enter into a special servicing
agreement with an unaffiliated person (the class B holder). At any
time that the class B holder holds 100% of the beneficial interest in the
most
subordinated class of certificates, the class B holder may designate a
special servicer to service certain mortgage loans in default and REO
property (specially serviced mortgage loans). Any special servicing
agreement will be subject to each rating agency’s acknowledgement that the
ratings of each class of certificates in effect
immediately
prior to CitiMortgage’s entering into the special servicing agreement will not
be qualified, downgraded or withdrawn, and that no class of certificates
will be
placed on credit review status (except for possible upgrading) as a result
of
the agreement.
CitiMortgage
will be the master servicer and the special servicer will be a third-party
servicer for the specially serviced mortgage loans. Except as otherwise stated
or as the context clearly requires, references in this agreement to third-party
mortgage loans will include specially serviced mortgage loans, and references
to
third-party servicing agreements will include special servicing
agreements.
(d)
Third-party servicing. With CitiMortgage’s approval, a third-party
servicer may delegate its servicing obligations, but the third-party servicer
will remain obligated under its third-party servicing agreement. CitiMortgage
and any third-party servicer may amend the third-party servicing agreement,
consistent with this agreement.
CitiMortgage
will enforce each third-party servicer’s obligations under its third-party
servicing agreement, including any obligation to make advances for delinquent
payments or to purchase a mortgage loan on account of defective documentation
or
a breach of a representation or warranty. Such enforcement, including the
legal
prosecution of claims, termination of third-party servicing agreements, and
the
pursuit of other appropriate remedies, will as to form, extent and timing
be
conducted as CitiMortgage, in its good faith business judgment, would require
if
it were the owner of the mortgage loans. CitiMortgage will pay the costs
of
enforcement at its own expense, but will be reimbursed only from
· a
general recovery resulting from the enforcement only to the extent that the
recovery exceeds all amounts due on the mortgage loans, or
· a
specific recovery of costs, expenses or attorneys fees against the party
against
whom the enforcement is directed.
(e)
Servicinggenerally. In connection with its servicing and
master servicing, CitiMortgage
· may,
acting alone or through third-party servicers, take any action it deems
necessary or desirable.
· may
execute and deliver on behalf of itself, the certificate holders or the Trustee
any instruments of satisfaction or cancellation, or of partial or full release
or discharge and all other comparable instruments, for the mortgage loans
and
the related mortgaged properties.
· will
service and master service the mortgage loans in the best interests of, and
for
the benefit of, the certificate holders and any Insurer.
· will
service the affiliated mortgage loans in accordance with its normal servicing
procedures for mortgage loans held in its own portfolio.
· will
master service the third-party mortgage loans, in accordance with prudent
mortgage loan servicing standards and procedures accepted in the mortgage
banking industry and in accordance with the Guide.
· will
promptly notify the Trustee of any circumstance that might adversely affect
CitiMortgage’s ability to service or master service any mortgage loan or to
otherwise perform its obligations under this agreement.
· will
maintain accurate books and records, and an adequate system of audit and
internal controls, that will permit the Trustee, or its duly authorized
representatives and designees, to examine and audit and make legible
reproductions of records during reasonable business
hours.
All such records will be maintained for the period required by the Guide
or any
longer period required by law.
The
Trustee will furnish CitiMortgage with any powers of attorney and other
documents reasonably necessary or appropriate, and will take any other actions
that CitiMortgage reasonably requests, to enable CitiMortgage to carry out
its
servicing duties.
3.2
Collections
CitiMortgage
and each third-party servicer will, to the extent consistent with this
agreement,
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·
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follow
such normal collection procedures as it deems necessary and advisable,
and
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·
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make
reasonable efforts to collect all amounts payable on the mortgage
loans it
services.
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Consistent
with the foregoing, CitiMortgage may
· waive
any late payment charge, prepayment charge or penalty interest in connection
with the prepayment of a mortgage loan or any assumption fees or other fees
collected in the ordinary course of servicing the mortgage loan,
and
· arrange
with a mortgagor a schedule for the payment of principal and interest due
and
unpaid after the applicable first day of the month if CitiMortgage reasonably
believes that without the arrangement the mortgagor would default on the
mortgage loan. Regardless of whether such an arrangement is made, the mortgage
loan will be considered delinquent for all purposes of this
agreement.
CitiMortgage
need not institute litigation to collect any payment if it reasonably believes
that the cost of litigation is likely to outweigh its economic
benefit.
3.3
Certificate
and other
accounts
(a)
Certificate account. On or before the closing date, CitiMortgage will
open with Depositories or the Paying Agent one or more certificate accounts
(collectively, the certificate account). The certificate account will
include any alternative certificate account. The certificate account will
be a
non-interest bearing account unless the Series Terms state that the certificate
account is an investment account.
CitiMortgage
will not commingle funds and other property in the certificate account with
any
other funds or property of CitiMortgage or the Trustee. However, in order
to
efficiently transfer funds in the certificate account to a distribution account,
CitiMortgage may, on the business day preceding the date funds are to be
transferred from the certificate account to the distribution account, transfer
those funds to a commingled clearance account, provided, that if Fitch
has rated the certificates, CitiMortgage may not so commingle funds unless
CitiMortgage’s short-term rating, or the short-term rating of any person to whom
CitiMortgage has delegated servicing under this agreement, by Fitch is at
least
“F1.” The clearance account will be under CitiMortgage’s sole control, and
CitiMortgage will maintain adequate records indicating the ownership of the
funds in the clearance account.
CitiMortgage,
on behalf of the Trustee, will deposit in the certificate account, within
one
business day following receipt and posting, the following amounts received
by it
on the affiliated mortgage loans (remittances on the affiliated
mortgage loans):
· all
principal payments and prepayments (other than payments due, and
principal
prepayments
received, on or before the cut-off date);
· all
interest payments (other than payments due on or before the cut-off date),
net
of any servicing fee retained by CitiMortgage pursuant to section
3.8(b);
· any
buydown funds required to be deposited pursuant to section 3.16;
· all
net liquidation proceeds, other than proceeds to be applied to the restoration
or repair of the related mortgaged property or released to the related mortgagor
in accordance with normal servicing procedures;
· proceeds
from the repurchase of a mortgage loan, and the substitution adjustment amount
in connection with an eligible substitute mortgage loan;
· all
hazard insurance proceeds;
· any
advance account advance;
· any
loss recoveries; and
· the
amount CitiMortgage is required to pay into the certificate account pursuant
to
section 3.4, “Prepayment interest shortfalls.”
If
CitiMortgage must repay any amount deposited in the certificate account,
by
reason of the reversal of a provisional credit owing to the dishonor of a
mortgagor’s check or otherwise, CitiMortgage will promptly
· withhold
a corresponding amount from a subsequent deposit into the certificate account,
and
· restate
its accounts appropriately.
CitiMortgage
need not deposit in the certificate account
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amounts
required to be deposited into the servicing
account,
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collected
servicing fees, except as required by section 3.4, “Prepayment interest
shortfalls,”
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collected
prepayment charges, late payment charges, assumption fees and other
similar charges, which CitiMortgage may retain as additional servicing
compensation, and
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reimbursements
of property protection expenses,
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received
on affiliated mortgage loans.
(b)
Servicing accounts. CitiMortgage will establish and maintain
servicing accounts with Depositories, and will deposit therein all
collections of taxes, assessments, primary mortgage or hazard insurance premiums
or comparable items for the account of the mortgagors. CitiMortgage may withdraw
funds from the servicing account, but only
· to
effect payment of taxes, assessments, primary mortgage or hazard insurance
premiums or comparable items,
· to
reimburse the relevant servicer for costs incurred in effecting the timely
payment of taxes and assessments on a mortgaged property, for servicing account
advances, and for payments made pursuant to section 3.1 regarding timely
payment
of taxes and assessments, section 3.10 regarding premiums on primary mortgage
insurance policies, and section 3.11 regarding premiums on standard hazard
insurance policies, or
· to
refund to a mortgagor any amounts determined to be overages, or to pay interest
owed to mortgagors on such account to the extent required by law, or to clear
and terminate such accounts at the termination of this agreement in accordance
with section 9.1.
The
servicing account may commingle collections from other series that have the
same
Trustee. The servicing account will be a non-interest bearing account unless
the
Series Terms state that the servicing account is an investment
account.
Any
costs
incurred by the relevant servicer in effecting the timely payment of taxes
and
assessments on a mortgaged property will not, for the purpose
of
calculating
monthly distributions to certificate holders, be added to the amount owing
under
the related mortgage loan, even if the terms of the mortgage loan so
permit.
(c)
Third-party accounts. CitiMortgage will establish and maintain with
Depositories segregated custodial accounts for P&I and segregated
escrow accounts in accordance with the requirements of the Guide. Each
third-party servicer will deposit in such accounts, within two business days
of
receipt and posting, the amounts related to the third-party mortgage loans
required by the third-party servicing agreements to be so deposited. Amounts
in
a custodial account for P&I will be fully insured by the FDIC or the
National Credit Union Share Insurance Fund. To the extent amounts in a custodial
account for P&I are not fully insured, the excess will either, at
CitiMortgage’s option,
· be
promptly remitted to the certificate account or a custodial investment account,
or
· be
secured by one or more Eligible Investments maturing not later than the
determination date, provided that the Trustee has received an opinion of
counsel
acceptable to the Trustee to the effect that CitiMortgage has either a claim
to
the funds held by the institution or a perfected first security interest
against
such Eligible Investments superior to the claims of any other depositor or
general creditor of such institution.
Proceeds
received on individual third-party mortgage loans from a title, hazard or
other
insurance policy covering the mortgage loan, other than a primary mortgage
insurance policy, will be deposited first in the applicable escrow account
if
required for the restoration or repair of the related mortgaged property.
Proceeds from such insurance policies not so deposited in the applicable
escrow
account and proceeds from primary mortgage insurance policies will be deposited
in the custodial account for P&I and will be applied to the balances of the
related third-party mortgage loans as payments of interest and
principal.
Third-party
servicers may withdraw funds from custodial accounts for P&I as permitted by
this agreement and in accordance with the Guide. The Trustee will have no
responsibility for monitoring such withdrawals.
CitiMortgage
will maintain separate accounting on a mortgage loan-by-mortgage loan basis
for
any remittances to or payments from the custodial accounts for
P&I.
(d)
Transfers from third-party accounts to certificate account. On each
determination date, each third-party servicer will withdraw from its custodial
accounts for P&I and deposit into the certificate account the following
amounts (remittances on third-party loans):
· scheduled
installments of principal and interest on the third-party mortgage loans
received by the third-party servicers that were due on the first day of that
month, net of third-party servicing fees due third-party servicers;
· principal
prepayments and insurance proceeds, net of third-party servicing fees due
third-party servicers, received in the preceding month;
· liquidation
proceeds on a third-party mortgage loan.
(e) Accounts
generally. The certificate account, the servicing account, each custodial
account for P&I, the escrow account and the distribution account will each
bear a designation clearly indicating that the funds in the account are held
for
the
benefit
of the Trustee or the certificate holders. CitiMortgage, each third-party
servicer, and the Paying Agent will hold all money and property received
by it
as part of the Trust Fund and will apply it as provided in this agreement,
except that amounts from buydown funds required to be deposited
pursuant to section 3.16 will be held by CitiMortgage in the buydown account
on
behalf of the mortgagors, subject to withdrawal by CitiMortgage for the purposes
set forth in sections 3.6(b) and (c).
The
certificate account, the servicing account, each custodial account for P&I,
the escrow account and the distribution account will each at all times be
maintained at a bank that is rated a minimum of A-2 (or BBB+ or above if
it has
not short-term rating) by S&P. If such an account is held at a bank that
fails to maintain such a rating, CitiMortgage will move the account within
30
days to a bank that does have such a rating.
3.4
Prepayment
interest
shortfalls
(a)
Affiliated mortgage loans. CitiMortgage will deposit in the certificate
account on the business day preceding each distribution day the aggregate
prepayment interest shortfall on the affiliated mortgage loans for the preceding
month provided that such deposit need not exceed the lesser
of
· the
aggregate amount of the collected servicing fees on the affiliated mortgage
loans for the month preceding such distribution day and
· one-half
the scheduled servicing fee on the affiliated mortgage loans for that
month.
Such
deposit will not be considered to be a voluntary advance by CitiMortgage,
and
will not be reimbursable to CitiMortgage from the certificate account or
otherwise.
(b)
Third-party mortgage loans. Each third-party servicer will transfer to
the certificate account on each determination date the aggregate amount required
under the Guide to be paid by third-party servicers in respect of prepayment
interest shortfalls on third-party mortgage loans for the preceding
month.
(c)
Each
third-party servicer will deposit in the certificate account on the business
day
preceding each distribution day the aggregate prepayment interest shortfall
on
its third-party mortgage loans for the preceding month, provided that
the aggregate of such deposits for all third-party loans for any distribution
day will be reduced by any amounts paid by the third-party servicer under
the
preceding paragraph (b) on the preceding determination date.
3.5
Advances
(a)
Servicing account advances. CitiMortgage will deposit in the servicing
account the payment of property taxes and insurance premiums and other similar
payments relating to the third-party mortgage loans that are not timely paid
by
the mortgagors or advanced by the third-party servicers on the date when
such
tax, premium or other cost for which such payment is intended is
due.
(b)
Remittance delinquencies. For each distribution day, a remittance
delinquency:
· on
an affiliated loan is the originally scheduled interest at the pass-through
rate, and principal installment (as adjusted for any principal prepayments),
on
the mortgage loan due from the mortgagor on (but not before) the first day
of
the month but not received in the certificate account by close of business
on
the third business day before the distribution day.
· on
a third-party loan is the originally scheduled interest at the pass-through
rate, and principal installment (as adjusted for
any
principal prepayments), on the mortgage loan due from the mortgagor on (but
not
before) the first day of the month but not received in the certificate account
by close of business on the determination date for the distribution
day.
· on
a buydown mortgage loan is the accrued and unpaid interest at the related
pass-through rate, and the principal installment (as adjusted for any principal
prepayments) on the mortgage loan due from the related buydown account on
(but
not before) the first day of the month but not received in the certificate
account by close of business on (a) the third business day before the
distribution day (for a buydown mortgage loan that is an affiliated loan)
or
(b) the determination date (for a buydown mortgage loan that is a
third-party mortgage loan).
A
remittance delinquency does not include an apparent remittance delinquency
that
is determined by CitiMortgage to be the result of the occurrence of an
extraordinary event (but not including a remittance delinquency determined
to be
eligible for an advance pursuant to this section 3.5).
(c)
Advances by third-party servicers. To the extent required by its
third-party servicing agreement, each third-party servicer will transfer
to the
certificate account, on the determination date, any amount required to be
advanced under its third-party servicing agreement (a third-party servicer
advance).
(d)
Uncommitted cash advances. On the business day before each distribution
day, CitiMortgage will transfer from the certificate account to the distribution
account
· uncommitted
cash related to affiliated mortgage loans in an amount not greater than the
remittance delinquencies on the affiliated mortgage loans for that distribution
day, and
· uncommitted
cash relating to third-party mortgage loans in an amount not greater than
the
remittance delinquencies on the third-party mortgage loans for that distribution
day.
(e)
Voluntary advances by CitiMortgage. On the business day before each
distribution day, CitiMortgage will deposit in the certificate account a
voluntary advance equal to
· the
sum of (i) remittance delinquencies on the mortgage loans for that
distribution day, (ii) scheduled interest not required to be paid by the
mortgagors on the first day of the month because of the limitations on mortgage
interest payments under the federal Servicemembers Civil Relief Act or any
comparable state laws, in each case after adjustment of delinquent or
non-required interest payments to interest at the pass-through rate, and
(iii) the amount of any uncommitted cash transferred to the distribution
account for the preceding distribution day, minus
· the
sum of (i) uncommitted cash transferred to the distribution account on the
same day pursuant to paragraph (d) above, and (ii) any third-party servicer
advances for that distribution day.
(f)
Paying agent advances. Before noon on each distribution day, the Paying
Agent will deposit into the distribution account an affiliated Paying Agent
advance equal to
· the
sum of (i) all remittance delinquencies on the affiliated mortgage loans
for that distribution day, and (ii) the amount of all uncommitted cash
advances related to the affiliated mortgage loans transferred to the
distribution account for the preceding distribution day,
minus
· the
sum of (i) any uncommitted cash advance related to the affiliated
mortgage
loans
for
that distribution day and (ii) any voluntary advance by CitiMortgage
related to the affiliated loans for that distribution day, other than an
advance
of interest not required to be paid because of the limitations on mortgage
interest payments under the federal Servicemembers Civil Relief Act or any
comparable state laws (Relieved interest).
Before
noon on each distribution day, the Paying Agent will deposit into the
distribution account a third-party Paying Agent advance equal
to
· the
sum of (i) all remittance delinquencies on the third-party mortgage loans
for that distribution day, and (ii) the amount of uncommitted cash advances
related to the third-party mortgage loans transferred to the distribution
account for the preceding distribution day, minus
· the
sum of (i) any uncommitted cash advances related to third-party mortgage
loans for that distribution day, and (ii) any third-party servicer advance,
other than an advance of Relieved interest, for that distribution
day.
CitiMortgage
will on the business day it receives notice from the Paying Agent of the
amount
of any affiliated or third-party Paying Agent advance,
· pay
the Paying Agent a servicing administration fee of $100 for each distribution
day on which the Paying Agent makes such an advance, and
· reimburse
the Paying Agent for the amount of the advance,
provided
that if the notice is received after 1PM on a business day, the administration
fee and reimbursement will be made to the Paying Agent by 1PM on the following
business day.
Promptly
after the Trust Fund is terminated pursuant to section 9, CitiMortgage will
notify the Paying Agent of the amount of affiliated and third-party Paying
Agent
advances for which CitiMortgage reimbursed the Paying Agent and that were
not
recovered from later remittances, net recoveries or other proceeds or
collections on the affiliated or third-party mortgage loans, respectively.
The
Paying Agent will reimburse CitiMortgage for the amount of reimbursements
not so
recovered on the next business day after its receipt of the notice.
(g)
Limited obligation to make advances. Notwithstanding anything to the
contrary in this agreement, the relevant servicer will not be obligated to
make
any advance described in sections (a) through (e) above, nor will the Paying
Agent be obligated to make any advance described in section (f) above, except
to
the extent that the servicer or the Paying Agent determines that the advance
will be recoverable from future payments and proceeds on the related mortgage
loan.
CitiMortgage
will provide the Paying Agent with any information CitiMortgage has and the
Paying Agent requests to help the Paying Agent determine if a Paying Agent
advance will be recoverable.
(h)
Future moratorium legislation. If after the date of this agreement, any
state or locality enacts legislation granting mortgagors a full or partial
moratorium on mortgage payments while the mortgagor is on active military
service, CitiMortgage, will, by notice to the Paying Agent, elect whether
CitiMortgage will advance part or all of any postponed payments under such
legislation. CitiMortgage will make a separate election for each state or
locality that adopts such legislation. To the extent CitiMortgage elects
not to
advance part or all of such postponed payments, the Paying
Agent
will not have any obligation to advance such payments.
3.6
Distributions
(a)
Transfers to distribution account. Not later than 12 noon on each
distribution day, CitiMortgage will withdraw from the certificate account
and
deposit in a distribution account established by the Paying Agent (or
to the extent provided in the Series Terms, any pooling, lower-tier or
upper-tier REMIC account), all distributions to be made on the distribution
day
on the certificates (or class P or class L regular interests). The distribution
account will be an Eligible Account, and will not be commingled with any
other
account.
(b)
Distributions to certificate holders. On each distribution day, the
Paying Agent will distribute from the distribution account (or, to the extent
provided in the Series Terms, any pooling, lower-tier, or upper-tier REMIC
account) to each certificate holder of record on the preceding record date
(other than as provided in section (c) below for final distributions) the
certificate holder’s share (based on the denomination of certificates of the
applicable class held by the holder) of the amounts distributable to such
class
in accordance with the priorities set forth in the Series Terms, as set forth
in
the applicable distribution day statement.
All
reductions in principal balance of a certificate (or one or more Predecessor
Certificates) effected by distributions made on any distribution day or
reductions thereof without distributions in accordance with this agreement
(including final distributions under section (c) below or section 9.1) will
be
binding upon all holders of such certificate and of any certificate issued
upon
the registration of transfer thereof or in exchange therefor or in lieu thereof,
whether or not the distributions are noted on the certificate.
(c)
Final distributions. If CitiMortgage expects that the principal balance
of any class will be reduced to zero on the next distribution day, it will,
not
later than the third day before that distribution day, mail to the Paying
Agent
and each person in whose name a certificate to be so retired is registered
at
the close of business on the applicable record date a notice that:
· CitiMortgage
expects that funds sufficient to reduce the principal balance of the certificate
to zero will be available in the certificate account on that distribution
day,
and
· if
such funds are available, (A) a final distribution will be made on that
distribution day, but only upon presentation and surrender of the certificate
at
the office or agency of the Paying Agent maintained for that purpose pursuant
to
the Series Terms (the address of which will be set forth in the notice),
and (B)
no interest will accrue on the certificate after the end of the month preceding
the distribution day.
The
final
distribution on each certificate (including the final distribution on any
certificate receiving a distribution in connection with a termination pursuant
to section 9.1) will be payable only upon presentation and surrender of the
certificate on or after the distribution day for such final distribution
at the
office or agency of the Paying Agent maintained for that purpose pursuant
to the
Series Terms.
(d)
Method of payment. Each distribution will be made
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by
check mailed to the certificate holder at its address appearing
in the
Certificate Register, or
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by
wire transfer if the certificate holder is eligible for wire transfer
under the Series Terms and the Paying Agent has
received
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wiring
instructions from the certificate holder, or
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by
such other means of payment as the certificate holder, CitiMortgage,
and
the Paying Agent may agree.
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Wiring
instructions received by the Paying Agent will remain in effect until changed
by
the certificate holder by written notice to the Paying Agent at least five
business days before a distribution day.
(e)
Unclaimed distributions. Any amounts in the distribution account that
are distributable as interest or principal pursuant to this section 3.6,
but are
not distributed because of the non-presentation of the related certificates,
or
because the check for such payment is returned undelivered, will be held
by the
Paying Agent for two years in a separate trust account for the benefit of
the
holders of such certificates. Amounts in the separate account will be deemed
to
have been distributed to the holders for the purpose of any calculations
required by this agreement and will no longer be available for application
to
any other amounts due under this agreement.
After
two
years, any amount that remains in the separate account will be paid to the
holders of the residual certificates, as appropriate (except that any amounts
representing reimbursement for an insured payment will be paid to the Insurer).
After such payment, the certificate holders will be required to seek payments
as
unsecured general creditors from the holders of the residual certificates,
as
appropriate.
(f) Determination
of distributions. CitiMortgage will determine on each determination date,
based on payments received on the mortgage loans:
· the
pool distribution amount;
· the
interest allocation and interest allocation carryforward for each
class;
· the
principal allocation for each class;
· the
principal distribution for each class;
· any
ratio-stripped PO class reimbursement;
· any
insurance premium; and
· any
other information required to determine the distributions to be made to
certificate holders in accordance with the Series Terms.
(g)
Distribution day data. CitiMortgage will prepare, and will deliver to
the Paying Agent no later than 12 noon on the third business day before each
distribution day, distribution day data for that distribution day as
to:
(i) the
pool distribution amount (including any portion that represents loss
recoveries);
(ii) the
aggregate amount of interest accrued during the related month on all outstanding
certificates and any non-supported prepayment interest shortfalls;
(iii) the
aggregate amount of interest to be distributed to each class, identifying
the
portion attributable to the class’s interest allocation
carryforwards;
(iv) the
aggregate distribution in reduction of principal balance to be made for each
class;
(v) the
amount in reduction of principal balance of the certificates that is not
the
result of distributions in reduction of principal balance;
(vi) whether
the amount expected to be available in the certificate account will be
sufficient to pay all amounts specified in clauses (iii) and (iv) above and,
if
not, the percentages of each such amount that may be paid in accordance with
the
priorities set forth in the Series Terms from the amounts expected to be
available in the certificate account;
(vii) the
amounts included in the statement pursuant to clauses (iii) and (iv) above,
expressed in each case per $1,000
initial
principal balance (or initial notional balance), to be distributed;
(viii) the
aggregate amounts of affiliated servicing fee and any third-party servicing
fee
to be paid pursuant to section 3.6(h);
(ix) any
special hazard loss limit, fraud loss limit and bankruptcy loss limit after
giving effect to the distributions to be made on the distribution
day;
(x) any
amount to be withdrawn from the certificate account and paid over to the
holders
of the class PR or class LR certificates pursuant to section 3.6(h);
and
(xi) the
principal balance of the certificates that will remain outstanding after
giving
effect to the distributions to be made on the distribution day, expressed
both
on an aggregate basis and per $1,000 initial principal balance.
On
the
second business day before each distribution day, CitiMortgage will deliver
to
the Paying Agent a distribution day statement (which may be in
electronic form), setting forth the distribution day data in statement
format.
(h)
Payment of servicing fees; distributions to residual holders. On each
distribution day, if
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CitiMortgage
has transferred funds from the certificate account to the distribution
account in accordance with section 3.6(a),
and
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the
Depository for the certificate account has set aside any uncommitted
cash
in the certificate account that is not required for an uncommitted
cash
advance, the amount of which uncommitted cash CitiMortgage will
certify to
such Depository,
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then
CitiMortgage will withdraw any cash balance remaining in the certificate
account, and apply it in the following order:
First,
to the payment to CitiMortgage of any portion of the servicing fee not already
retained pursuant to section 3.8(b); and
Second,
as a distribution to the holders of any class PR, and if there are no class
PR
certificates, to the holders of the class LR certificates.
(i)
Transfer of certificates. Subject to the foregoing provisions of this
section 3.6, each certificate delivered under this agreement upon registration
of transfer of or in exchange for or in lieu of any other certificate will
carry
the rights to unpaid distributions that were carried by the other
certificate.
3.7
Third-party
servicing
(a)
Third-party servicing fee. As compensation for its activities under its
third-party servicing agreements, each third-party servicer will be entitled
to
a third-party servicing fee for each third-party mortgage loan as to which
a
monthly installment of principal and interest is received equal to the monthly
third-party servicing fee rate for the mortgage loan multiplied by the scheduled
principal balance on which the installment of interest accrued. (The third-party
servicer’s compensation may be reduced by any master servicing fee on such
third-party mortgage loan, as described in the following paragraph
(b).)
(b)
Master servicing fee. CitiMortgage will be entitled to any master
servicing fee that CitiMortgage and the third-party servicer may agree upon
in
the third-party servicing agreement, provided that the master servicing
fee rate
· for
a specially serviced mortgage loan may not exceed 0.25% per annum,
and
· for
a third-party mortgage loan other than a specially serviced mortgage loan may
not exceed the per annum rate specified as the third-party servicing fee
rate on
schedule B-TP to exhibit B under the heading “Sub Fee.”
CitiMortgage
may also be entitled to additional master servicing
compensation
not
based
on the master servicing fee rate, as agreed with the third-party servicer,
such
as any net REO proceeds in excess of the outstanding principal balance and
accrued interest on a mortgage loan.
(c)
CitiMortgage liability. Notwithstanding any third-party servicing
agreement, provisions of this agreement relating to agreements or arrangements
between CitiMortgage and a third-party servicer, or reference to actions
taken
through a third-party servicer or otherwise, CitiMortgage will remain obligated
and liable to the Trustee and the certificate holders for the servicing of
the
third-party mortgage loans in accordance with this agreement to the same
extent
as though CitiMortgage alone were servicing the third-party mortgage loans
itself.
All
documents, instruments or contracts executed by third-party servicers on
behalf
of CitiMortgage will be treated by the Trustee as though executed by
CitiMortgage itself.
Any
amounts received by a third-party servicer for a third-party mortgage loan
will
be deemed to have been received by CitiMortgage for purposes of this agreement.
If a third-party servicer fails to remit any amounts it receives that are
required to be transferred to the certificate account or an escrow account,
CitiMortgage will transmit the required amounts to the account.
Nothing
in this agreement will limit any indemnification agreement between CitiMortgage
and a third-party servicer, but the indemnification agreement will not diminish
CitiMortgage’s obligations or liability under this agreement.
3.8
Permitted
withdrawals from
certificate account
(a)
CitiMortgage may pay the following amounts from the certificate account,
in
order of priority listed:
(i)
to
itself, collected servicing and master servicing fees (to the extent not
withheld from payments of interest received on the mortgage loans), and,
for a
liquidated loan, the excess of scheduled servicing fees over the collected
servicing fees;
(ii)
reimbursements to itself for (A) liquidation expenses incurred on a
mortgage loan, up to the liquidation proceeds on the mortgage loan deposited
in
the certificate account, net of applicable servicing fees, (B) any amounts
due
CitiMortgage under section 3.12 relating to deficiency actions, and (C) any
excess of the liquidation proceeds after such reimbursement over the principal
balance of the mortgage loan, together with accrued and unpaid interest at
the
mortgage note rate to the date of purchase at the foreclosure sale, liquidation
proceeding or otherwise. For these purposes, liquidation expenses will include
subsequent trailing bills relating to previously disposed REO property in
which
distribution of net liquidation proceeds has occurred.
(iii)
reimbursement to itself for (x) voluntary advances or
(y) reimbursements by CitiMortgage to the Paying Agent for Paying Agent
advances. Reimbursements pursuant to this clause (iii) will be limited to
amounts received on particular mortgage loans (including, for this purpose,
liquidation and insurance proceeds) that represent late payments of principal
or
interest, or subsequent payments of interest that was excused mortgagors
on
military service under applicable moratorium legislation;
(iv)
reimbursement to an advancing person (including CitiMortgage, to
the
extent
CitiMortgage has reimbursed the Paying Agent for a Paying Agent advance)
for
voluntary or Paying Agent advances that the advancing person determines are
nonrecoverable advances;
(v)
reimbursement to itself for servicing account advances not previously reimbursed
out of the servicing account, in each case to the extent that amounts
representing reimbursements of such advances on mortgage loans may have been
deposited in the certificate account;
(vi)
reimbursement to an advancing person of voluntary advances, Paying Agent
advances, or advance account advances, made on a mortgage loan in an amount
not
to exceed at any time in the aggregate the amount of payments from time to
time
deposited in the certificate account and not required to be distributed to
the
certificate holders (including, for this purpose, liquidation and insurance
proceeds covering the mortgaged property);
(viii)
payments to itself or the holders of the residual certificates of Investment
Income;
(ix)
transfers to the distribution account;
(x)
payments to clear and terminate the certificate account pursuant to section
9.1;
and
(xi)
all
remittances received following the repurchase of a mortgage loan that are
required to be paid to CMSI pursuant to section 2.3.
CitiMortgage
may also withdraw funds from the certificate account, and adjust the pool
distribution amount for any pool or the amount of scheduled or unscheduled
principal payments, to appropriately adjust for prior servicing errors,
including errors in posting, allocation, or distribution, if CitiMortgage
believes that such withdrawals or adjustments are necessary to effect the
provisions of this agreement.
If,
at
the request of the Trustee, CitiMortgage delivers an officer’s certificate to
the Trustee in connection with any such withdrawal or adjustment, the Trustee
may conclusively rely without investigation on the officer’s certificate as to
the reasons, amount and conformity to this agreement of the withdrawal or
adjustment.
CitiMortgage
will maintain separate accounting records, on a mortgage loan-by-mortgage
loan
basis, of withdrawals from the certificate account pursuant to clauses (ii),
(iii), (iv), (vi), (vii), (viii) and (x) of this section; provided that
such records need not be retained by CitiMortgage for a period longer than
its
five most recent fiscal years.
(b)
In
lieu of withdrawing collected or scheduled servicing fees from the certificate
account pursuant to paragraph (a) above, CitiMortgage may, prior to transferring
collection on mortgage loans, or liquidation or insurance proceeds, to the
certificate account, withhold and pay to itself out of each payment received
by
it on account of interest the appropriate collected servicing fee. Any amounts
that CitiMortgage is required to deposit in the certificate account pursuant
to
section 3.4, “Prepayment interest shortfalls,” will be deemed to reduce the
collected or scheduled servicing fee to which CitiMortgage is entitled pursuant
to this section.
3.9
Expenses
(a)
CitiMortgage expenses. CitiMortgage will pay all expenses incurred
by it in connection with its servicing and master servicing activities under
this agreement, and will not be entitled to reimbursement therefor except
as
expressly provided in this agreement. CitiMortgage will also be liable for
all
expenses, liabilities and obligations of the Trust Fund (other than the
obligation to make principal and interest distributions on the certificates)
including those set forth in
section
8.5, “Trustee’s fees and expenses.” To the extent such expenses, liabilities or
obligations consist of federal income taxes, including, without limitation,
prohibited transaction taxes, taxes on net income from foreclosure property
and
taxes on certain contributions to a REMIC after the startup day, nothing
will
prevent CitiMortgage from contesting any such tax, if permitted by law, pending
the outcome of such proceedings.
(d)
Third-party servicer expenses. Each third-party servicer will pay all
expenses incurred by it in connection with its servicing activities under
its
third-party servicing agreement (including advance payment of premiums for
primary mortgage insurance policies, if required) and will not be entitled
to
reimbursement therefor except as expressly provided in its third-party servicing
agreement.
3.10
Primary
mortgage insurance
CitiMortgage
will exercise its best reasonable efforts to maintain each primary mortgage
insurance policy in full force. CitiMortgage will present claims to the insurer,
and take any other reasonable action that may be necessary to permit recovery,
under any primary mortgage insurance policy for a defaulted mortgage
loan.
CitiMortgage
may substitute for any primary mortgage insurance policy another substantially
equivalent policy issued by another insurer, provided that no such
substitution will be made unless (i) CitiMortgage is advised by each rating
agency that the substitution will not negatively affect the rating agency’s
then-current rating of any class of certificates (for any insured class
certificates, without regard to any certificate insurance policy) or (ii)
the
claims-paying ability of the substitute primary mortgage insurer is, at the
time
of substitution, rated at least “AA” or its equivalent by each rating agency
rating the certificates.
3.11
Hazard
insurance
CitiMortgage
will maintain for each mortgage loan (other than a mortgage loan for a
cooperative apartment) hazard insurance with extended coverage in an amount
at
least equal to the lesser of
· the
maximum insurable value of the improvements securing the mortgage loan if
that
amount is less than the unpaid principal balance on the mortgage
loan,
· the
principal balance owing on the mortgage loan if that amount is between 80%
and
100%, inclusive, of the insurable value, or
· 80%
of the insurable value if the principal balance of the mortgage loan is less
than 80% of the insurable value.
Except
for cooperative apartments, CitiMortgage will also maintain on property acquired
upon foreclosure, or by deed in lieu of foreclosure, hazard fire insurance
with
extended coverage in an amount at least equal to the lesser of
· the
maximum insurable value from time to time of the improvements that are a
part of
the property, or
· the
unpaid principal balance of the mortgage loan at the time of foreclosure
or deed
in lieu of foreclosure plus (A) accrued interest at the mortgage note rate
and
(B) CitiMortgage’s good-faith estimate of liquidation expenses for the
property.
If
a
mortgaged property is located in a federally designated flood area, the hazard
insurance will include flood insurance. No earthquake or other additional
insurance will be required for any property, except as required by applicable
law.
CitiMortgage
may maintain a blanket hazard insurance policy on all of the mortgage loans.
However, if the blanket
policy
contains a deductible clause, CitiMortgage will deposit in the certificate
account any amount not payable under the blanket policy because of the
deductible clause that would have been paid under a hazard policy that meets
the
requirements of this section and does not have a deductible clause.
Any
cost
incurred by CitiMortgage in maintaining hazard insurance will not, for the
purpose of calculating monthly distributions to the certificate holders,
be
added to the amount owing under the related mortgage loan, even if the terms
of
the mortgage loan permit it.
3.12
Realization
on defaulted
mortgage loans
CitiMortgage
will use its best efforts, consistent with its customary servicing procedures,
to foreclose upon or otherwise comparably convert the ownership of properties
securing any mortgage loans that continue in default and as to which no
satisfactory arrangements can be made for collection of delinquent payments
pursuant to section 3.2. Consistent with the foregoing, CitiMortgage will
use
reasonable efforts to realize upon defaulted mortgage loans in a manner that
will maximize the receipt of principal and interest by the certificate holders,
taking into account, among other things, the timing of foreclosure
proceedings.
If
a
deficiency action is available against the mortgagor or any other person,
CitiMortgage may proceed for the deficiency. CitiMortgage may retain 25%
of the
net proceeds received from a mortgagor pursuant to a deficiency action as
compensation for proceeding with the deficiency action.
Any
property (other than the mortgaged property) pledged by or on behalf of a
mortgagor as security for a mortgage loan in default, including marketable
securities, may be liquidated and the proceeds thereof applied to cover any
shortfalls upon the liquidation of a mortgaged property provided that
the Trust Fund will in no event acquire ownership of any such property unless
the Trustee receives an opinion of counsel to the effect that such ownership
will not cause any constituent REMIC to fail to qualify as a REMIC and will
not
subject any constituent REMIC to any tax.
If
title
to a mortgaged property is acquired in foreclosure or by deed in lieu of
foreclosure, the deed or certificate of sale will be issued to the Trustee,
or
to its nominee on behalf of the Trust Fund. Notwithstanding such acquisition
of
title and cancellation of the mortgage loan, the mortgage loan will (except
for
purposes of section 9.1) be considered an outstanding mortgage loan until
the
mortgaged property is sold and the mortgage loan becomes a liquidated loan.
Consistent with the foregoing for purposes of all calculations hereunder
so long
as the mortgage loan is considered outstanding, it will be assumed that the
related mortgage note and its amortization schedule in effect on and after
the
acquisition of title (after giving effect to any previous principal prepayments,
and before any adjustment thereto by reason of any deficient valuations and
debt
service reductions or any similar proceeding or any moratorium or similar
waiver
or grace period) remain in effect (notwithstanding that the indebtedness
evidenced by the mortgage note will have been discharged), subject to adjustment
to reflect the application of REO proceeds received in any month.
Net
REO
proceeds received in any month will be deemed to have been received first
in
payment of the accrued interest that remained unpaid on the date that such
mortgage loan became an REO loan, with
any
excess being deemed to have been received for delinquent principal installments
that remained unpaid on such date. Thereafter, net REO proceeds received
in any
month will be applied to the payment of installments of principal and accrued
interest on the mortgage loan deemed to be due and payable in accordance
with
the terms of the mortgage note and amortization schedule. If the net REO
proceeds exceed the then delinquent principal and interest installments on
the
mortgage loan, the excess will be treated as a principal prepayment received
on
the mortgage loan, up to the outstanding principal balance of the mortgage
loan.
Any net REO proceeds in excess of the outstanding principal balance and accrued
interest on the mortgage loan will be treated as additional servicing
compensation for CitiMortgage.
If
CitiMortgage forecloses or accepts a deed in lieu of foreclosure on a mortgaged
property, CitiMortgage will dispose of the mortgaged property before the
end of
the third calendar year that begins after the year of acquisition by the
applicable constituent REMIC, unless
· (i) the
Trustee receives an opinion of counsel to the effect that the holding by
the
applicable constituent REMIC of the mortgaged property subsequent to such
period
(and specifying the period beyond such period for which the mortgaged property
may be held) will not result in the imposition of taxes on “prohibited
transactions” of any of the constituent REMICs as defined in Internal Revenue
Code Section 860F, or cause any of the constituent REMICs to fail to qualify
as
a REMIC at any time that any certificates are outstanding, in which case
the
applicable constituent REMIC may continue to hold such mortgaged property
(subject to any conditions contained in such opinion of counsel),
or
· CitiMortgage
has, prior to the expiration of such period, applied to the Internal Revenue
Service for an extension of the period in the manner contemplated by Internal
Revenue Code Section 856(e)(3), in which case the period will be extended
by the
applicable period.
Notwithstanding
any other provision of this agreement, unless otherwise required pursuant
to
applicable state law, no mortgaged property acquired by the applicable
constituent REMIC will be
· rented
(or allowed to continue to be rented) or otherwise used for the production
of
income by or on behalf of the applicable constituent REMIC in such a manner
or
pursuant to any terms that would (1) cause such mortgaged property to fall
to
qualify as “foreclosure property” within the meaning of Internal Revenue Code
Section 860G(a)(8), (2) subject any of the constituent REMICs to the imposition
of any federal or state income taxes on “net income from foreclosure property”
earned from such mortgaged property within the meaning of Internal Revenue
Code
Section 860G(c), or (3) cause the sale of such mortgaged property to result
in
the receipt by any of the constituent REMICs of any income from non-permitted
assets as described in Internal Revenue Code Section 860F(a)(2)(B),
or
· sold
in a manner or pursuant to terms that would subject any of the constituent
REMICs to the imposition of any federal or state income taxes on “net income
from foreclosure property” within the meaning of Internal Revenue Code Section
860G(c), unless CitiMortgage agrees to indemnify and hold harmless each
constituent REMIC against the imposition of such taxes.
The
foregoing is subject to the provision that, if any mortgaged property is
damaged,
whether
from an uninsured cause or otherwise, CitiMortgage will not be required to
expend its own funds in connection with any foreclosure or towards the
restoration of such property unless it determines that
· the
restoration or foreclosure will increase the net proceeds of liquidation
of the
mortgage loan to the certificate holders, after reimbursement to itself for
such
expenses, and
· CitiMortgage
will recover such expenses through liquidation or insurance
proceeds.
CitiMortgage
will be responsible for all other costs and expenses incurred by it in any
such
proceedings; provided, however, that it will be entitled to
reimbursement thereof from the related property, as contemplated in section
3.8.
Notwithstanding the above, CitiMortgage will not be entitled to recover legal
expenses incurred in connection with liquidation proceedings where the mortgagor
pays all delinquent payments and expenses and the proceedings are terminated
prior to liquidation, other than sums received from the mortgagor for such
expenses.
Notwithstanding
anything to the contrary in this section 3.12, CitiMortgage will not be
obligated to foreclose upon or otherwise convert the ownership of any mortgaged
property that it believes may be contaminated with or affected by pollutants,
contamination, hazardous wastes or hazardous substances. CitiMortgage will
not
be liable to the certificate holders if, based on its belief that no such
contamination or effect exists, CitiMortgage forecloses on a mortgaged property
and takes title to such mortgaged property, and the mortgaged property is
later
determined to be so contaminated or affected.
If
CitiMortgage does not elect to foreclose on a mortgaged property, CitiMortgage
may, in the exercise of its judgment, elect to accept a payment or payments,
in
connection with the sale by the mortgagor of the mortgaged property or the
retention by the mortgagor of the mortgaged property, in aggregate amount
less
than the outstanding balance of the mortgage loan and accrued interest
thereon.
The
Trustee will furnish CitiMortgage with any powers of attorney and other
documents necessary or appropriate to enable CitiMortgage to carry out its
efforts in realizing upon defaulted mortgage loans hereunder.
3.13
Release
of mortgage files
(a)
CitiMortgage will promptly notify the Trustee of the payment in full of any
mortgage loan or CitiMortgage’s receipt of notice that payment in full will be
escrowed in a manner customary for such purpose, and will request delivery
to it
of the mortgage file. CitiMortgage’s notice will include a Servicing Officer
certification that all amounts that CitiMortgage must deposit in the certificate
account, in connection with the payment pursuant to section 3.3 have been
or
will be so deposited. Upon receipt of the certification and request, the
Trustee
will promptly direct the Mortgage Note Custodian to release the related mortgage
note to CitiMortgage.
For
the
servicing or foreclosure of any mortgage loan, including collection under
a
primary mortgage insurance policy, the Trustee will, upon CitiMortgage’s request
and its delivery to the Trustee of a receipt signed by a Servicing Officer,
direct the Mortgage Note Custodian to release the related mortgage note to
CitiMortgage. The Trustee will execute such documents furnished it as are
necessary to the prosecution of any such proceedings. The receipt will obligate
CitiMortgage to return the mortgage note to the Mortgage Note
Custodian
when CitiMortgage no longer needs it, unless the mortgage loan has been prepaid
or liquidated in the interim, in which case, upon receipt of a Servicing
Officer
certification similar to that described in the first paragraph of this section,
the Trustee will release the receipt to CitiMortgage.
(b)
CitiMortgage will record any instrument of satisfaction of the mortgage executed
by it if required by applicable law, and deliver it to the person entitled
thereto. CitiMortgage may not withdraw any expenses incurred in connection
with
the instrument of satisfaction from the certificate account.
3.14
Reports
to certificate
holders and others
(a) On
or before each distribution day, CitiMortgage will deliver to each certificate
and residual certificate holder, any Insurer, the Trustee, the Paying Agent,
each rating agency and each Underwriter, a distribution report setting
forth for that distribution day:
(i)
for
each pool, the pool distribution amount;
(ii)
for
each outstanding class, the interest distribution for a single
certificate;
(iii)
for
each outstanding class, the principal distribution for a single certificate,
net
of any deductions for reimbursements to PO classes;
(iv)
for
each outstanding PO class, the amount of any reimbursements from the
subordinated classes;
(v)
for
each outstanding class, the distribution of loss recoveries for a single
certificate;
(vi)
for
each outstanding class, the principal or notional balance of a single
certificate, and the aggregate principal or notional balance of the class,
after
giving effect to the distributions on the distribution day;
(vii)
for
each outstanding class, any increase or decrease in principal or notional
balance of a single certificate since the preceding distribution day (including
for each outstanding accrual class, the amount of any accrued interest added
to
the principal balance of a single certificate), after giving effect to the
distributions on the distribution days;
(viii)
for each outstanding class, any decrease in principal balance of a single
certificate that is not the result of a principal distribution;
(ix)
for
each outstanding target-rate class, its target-rate class percentage and,
for a
multi-pool series, its group target rate class percentage;
(x)
for
each pool, the percentage of unscheduled principal payments on the pool‘s
target-rate strip allocated on the distribution day to the related group’s
senior target-rate classes.
(xi)
for
each outstanding class, any interest allocation carryforward applicable to
the
next succeeding distribution day;
(xii)
the
collected servicing fee and master servicing fee for the month preceding
the
month of the distribution day, as reduced, for the servicing fee, by the
amount
of any deposits by CitiMortgage under section 3.4 for prepayment interest
shortfalls;
(xiii)
for each outstanding insured class, the amount of any premiums paid to an
Insurer out of remittances for the month preceding the distribution day,
and any
amount to be paid by an Insurer to holders of single certificates on the
distribution day;
(xiv)
for
each pool and for the series, the aggregate amount of remittances received
from
the first day of the month preceding the month in which the distribution
day
occurs
through the first day of the following month;
(xv)
for
each pool and for the series, any servicing account advances, voluntary and
third-party servicer advances calculated as of the determination date, Paying
Agent advances, advance account advances, uncommitted cash advances and any
other amounts charged thereto for the applicable distribution day;
(xvi)
for
each pool and for the series, reimbursement for the distribution day of any
servicing account advances, voluntary advances, third-party servicer advances,
Paying Agent advances, advance account advances, and uncommitted cash advances
for any prior distribution day;
(xvii)
for each pool and for the series, the aggregate scheduled principal balance
of
the mortgage loans as of the last day of the month preceding the month of
the
distribution, after giving effect to payments on the mortgage loans due on
the
related first day of the month and principal prepayments distributed on the
distribution day;
(xviii)
for each pool and for the series, the weighted average mortgage interest
rate
(before deduction of the servicing fee) and the weighted average remaining
term
to stated maturity, after giving effect to distributions on the distribution
day;
(xix)
for
each pool and for the series, the number and aggregate principal balance
of
mortgage loans delinquent 30 days and 60 or more days (as determined by
CitiMortgage under the Mortgage Bankers Association method);
(xx)
for
each pool and for the series, the book value of any REO property;
and
(xxi)
any
other information required for a distribution report on Form 10-D under the
federal securities laws.
The
distribution report will provide appropriate introductory and explanatory
information to introduce any material terms, parties or abbreviations used,
and
will state the applicable record, determination and distribution dates.
CitiMortgage will determine the format of the distribution report, and may
include additional information relating to the series if CitiMortgage believes
such information may be material to certificate holders.
CitiMortgage
will provide certificate holders that are federally insured savings and loan
associations with certain reports, and will provide access to information
and
documentation regarding the mortgage loans included in the Trust Fund,
sufficient to permit such associations to comply with applicable regulations
of
the Office of Thrift Supervision.
Any
report required by this subsection (a) to be delivered to any person will
be
deemed delivered when it is posted to CitiMortgage’s website,
www.citimortgagembs.com, or to any other website of which
CitiMortgage gives prior notice to the person, and the person can access
the
statement or report on the website without paying an additional charge or
subscription fee.
(b)
CitiMortgage will provide the Paying Agent and the Trustee by the third business
day before each distribution day with a statement of the information set
forth
in clauses (i) through (xii) of subsection (a), such information to be
given in the aggregate.
(c)
Not
later than 15 business days after receipt of a written request from the Trustee,
CitiMortgage will deliver to the Trustee a statement, certified by a Servicing
Officer, of the aggregate of deposits in and withdrawals from the certificate
account for each category of deposit specified in sections 3.3 and each category
of withdrawal specified in section 3.8 for any distribution day specified
by the
Trustee.
(d)
The
Trustee may at any time during normal business hours inspect and copy at
CitiMortgage’s expense CitiMortgage’s books, records and accounts for the
mortgage loans.
(e)
CitiMortgage will provide to any Insurer each notice, report, opinion or
other
written item (other than mortgage documents) delivered pursuant to the
penultimate paragraph of section 2.3 and sections 2.4, 3.5, 3.6, 3.14(a),
3.19,
3.21, 3.22, 4.3, 4.4, 8.8, 9.1, 10.1, and 11.2.
(e)
In
addition to other reports required under this section 3.14, CitiMortgage
will
make available upon request to each holder and each proposed transferee of
a B-4
through B-6 certificate any additional information required to permit the
proposed transfer to be effected pursuant to Rule 144A under the Securities
Act.
3.15
Tax
returns and reports
(a)
For
federal income tax purposes, each constituent REMIC will have a calendar
year
taxable year and will maintain its books on the accrual method of
accounting.
(b)
CitiMortgage will prepare and file with the Internal Revenue Service and
applicable state or local tax authorities income tax or information returns
for
each taxable year for each constituent REMIC, and will furnish to certificate
holders the schedules, statements or information, as required by the Internal
Revenue Code or state or local tax laws, regulations or rules.
Within
30
days of the startup day, CitiMortgage will furnish to the Internal Revenue
Service, on Form 8811 or as otherwise required by the Internal Revenue Code,
the
name, title, address, and telephone number of the person that certificate
holders may contact for tax information relating to the REMICs, together
with
any additional information required by the Form, and will update such
information as required by the Internal Revenue Code. Income tax or information
returns will be signed by the Trustee or any other person required to sign
the
returns by the Internal Revenue Code or state or local tax laws, regulations
or
rules.
(c)
In
the first federal income tax return for each constituent REMIC for its short
taxable year ending December 31 in the year in which the startup day
occurs, REMIC status will be elected for that taxable year and all succeeding
taxable years.
(d)
CitiMortgage will maintain records relating to each constituent REMIC, including
its income, expenses, assets and liabilities, and the adjusted basis of its
property as required by the Internal Revenue Code, or as necessary to prepare
the foregoing returns, schedules, statements or information.
(e)
Each
holder of a residual certificate will be deemed to have agreed, by acceptance
thereof, to be bound by this section 3.15 and by section 5.2 and by “REMIC
Provisions” in the Series Terms.
3.16
Application
of buydown
funds
On
or
before the closing date if there are any buydown mortgage loans in the Trust
Fund, CitiMortgage will open the buydown account with the Depository in the
name
of the Trustee, on behalf of the mortgagors. For each buydown mortgage loan,
on
the business day following receipt of the mortgagor’s required monthly payment
under the buydown agreement, CitiMortgage will withdraw from the buydown
account
and deposit in immediately available funds in the certificate account an
amount
which, when added to the mortgagor’s payment, will equal the full monthly
payment due under the mortgage note. No later than the fifth business day
before
the last business day of each month, CitiMortgage will deposit
in
the
buydown account in immediately available funds an amount equal to interest
at
the rate per annum specified in the buydown agreement compounded monthly
on the
buydown funds for each buydown mortgage loan.
If
a
buydown mortgage loan is fully prepaid while buydown funds remain in the
buydown
account, the unpaid principal balance of the buydown mortgage loan will be
reduced by the amount of the buydown funds (which reduction will constitute
a
principal prepayment) and, on the business day following the date of the
principal prepayment, CitiMortgage will deposit the buydown funds in the
certificate account. If the property securing a buydown mortgage loan is
sold in
liquidation of the buydown mortgage loan (either by CitiMortgage or the insurer
under any related primary mortgage insurance policy) while buydown funds
remain
in the buydown account, the buydown funds will be (i) deposited in the
certificate account on the business day following the liquidation as a reduction
of the unpaid principal balance of the buydown mortgage loan or (ii) to the
extent required under an applicable primary mortgage insurance policy, paid
to
the insurer of the mortgage loan.
3.17
Assumption
and modification
agreements
If
a
mortgagor transfers a mortgaged property that is subject to an enforceable
due-on-sale clause, CitiMortgage will accelerate the maturity of the mortgage
loan to the extent permissible, unless CitiMortgage reasonably believes that
the
due-on-sale clause is not enforceable.
If
CitiMortgage reasonably believes that the mortgaged property is not subject
to
an enforceable due-on-sale clause, or that enforcement will adversely affect
primary mortgage insurance coverage, CitiMortgage may enter into an assumption
and modification agreement with the transferee of the mortgaged property,
pursuant to which both the transferee and the original mortgagor will be
liable
on the mortgage loan, provided that
· the
mortgage loan as assumed or modified meets the requirements set forth in
this
agreement for mortgage loans initially included in the Trust Fund,
· the
mortgage loan continues to be covered by any related primary mortgage insurance
and hazard insurance policy, and
· no
principal, interest or other payment on the mortgage loan is reduced or
postponed.
CitiMortgage
will add an original of each assumption and modification agreement to the
related mortgage file (and will send a copy to the Trustee), and the agreement
will be considered a part of the mortgage file for all purposes to the same
extent as all other documents and instruments that are part of the mortgage
file. Any fee collected by CitiMortgage for entering into such an agreement
will
be retained by CitiMortgage as additional servicing compensation.
3.18
Refinancings
and
curtailments; loan modifications
(a)
In
addition to waivers and arrangements permitted by section 3.2, CitiMortgage
may
refinance affiliated or third-party mortgage loans if the refinancing arises
out
of a mortgagor’s request for a refinancing, modification, or other relief from
the provisions of the mortgage loan.
On
the
business day preceding the distribution day in the month following the effective
date of the refinancing of a mortgage loan pursuant to this section,
CitiMortgage will deposit into the certificate account the amount of the
prepayment in full of the mortgage loan (net of all voluntary advances and
Paying Agent
advances
for the mortgage loan, which will be reimbursed to the Paying Agent or deemed
reimbursed to CitiMortgage, as the case may be). Upon the Trustee’s receipt of
written notification of the deposit signed by an Authorized Officer of
CitiMortgage, the Trustee will promptly direct the Mortgage Note Custodian
to
release the related mortgage note to CitiMortgage, and the Trustee will comply
with the provisions of section 3.13.
For
the
purposes of this section, a “refinancing” will include any process with a
mortgagor that results in the refinanced mortgage loan being identified and
serviced as a “new mortgage loan” in CitiMortgage’s books, records and servicing
files. However, in connection with a partial prepayment, CitiMortgage may
reduce
the scheduled monthly payments on the mortgage loan so that the mortgage
loan
will still be paid in equal monthly installments of principal and interest,
but
the prepayment will not change the originally scheduled maturity date, and
such
modification will not be considered a “refinancing” for purposes of this
section.
(b)
CitiMortgage may agree with any homeowner to modify or waive any provision
of a
mortgage loan if the modification or waiver does not
· affect
the amount or timing of any payment of principal or interest on the mortgage
loan,
· in
CitiMortgage’s judgment, materially impair the security for, or reduce the
likelihood of timely payment of amounts due on, the mortgage loan,
or
· otherwise
constitute a “significant modification” within the meaning of Treasury
Regulations Section 1.860G-2(b).
Notwithstanding
the preceding paragraph, CitiMortgage may agree with any homeowner to modify
or
waive any provision of a mortgage loan if
· the
mortgage loan is 90 days or more past due or, in CitiMortgage’s judgment, is
subject to imminent default, or
· CitiMortgage
delivers to the Trustee an opinion of counsel to the effect that the
modification or waiver will not affect the REMIC status of any
REMIC.
CitiMortgage
will within 10 business days deposit in the related mortgage file an original
signed copy of the agreement providing for the modification or waiver. If
applicable law requires a modification or waiver to be recorded, CitiMortgage
will (i) deliver a copy of such signed agreement to the Trustee and
(ii) deliver to the Trustee such document, with evidence of notification
upon receipt thereof from the public recording office.
CitiMortgage
may condition any modification or waiver on the homeowner’s payment to
CitiMortgage of a reasonable or customary fee for the additional services
performed, together with reimbursement for CitiMortgage’s out-of-pocket
expenses, in connection with the modification or waiver. CitiMortgage may
retain
such fees or reimbursements as additional servicing compensation.
3.19
Investment
accounts
(a)
Investments. CitiMortgage may invest and reinvest funds in an
investment account in accordance with this section 3.19 in one or more Eligible
Investments (as described below) bearing interest or sold at discount. However,
no such investment may mature later than the business day immediately preceding
the next distribution day, except, that investments (including
repurchase agreements) on which the Paying Agent, in its commercial capacity,
is
the obligor may mature on the next distribution day.
The
Trustee and CitiMortgage will deposit in the certificate account immediately
upon receipt all proceeds from
investment
of funds and disposition of assets in the certificate account. Any loss
resulting from such investment will be charged to the certificate
account.
CitiMortgage
may, from time to time, withdraw from any investment account (other than
the
certificate account), any Investment Income therein, and pay same to itself,
the
seller or the holders of the residual certificates, as applicable.
CitiMortgage
will not invest funds in the certificate account or sell an investment held
in
an investment account unless the investment:
· is
made in the name of the Trustee (in its capacity as such) or a Qualified
Nominee
of the Trustee, and
· is
a “cash flow investment” as defined in Internal Revenue Code Section
860G(a)(6).
CitiMortgage
will not dispose of any Eligible Investment prior to its maturity. However,
if
sufficient uninvested funds are not available in the certificate
account to make a required disbursement, CitiMortgage may sell or otherwise
convert to cash a sufficient amount of the investments in the certificate
account if, prior to such sale or conversion, CitiMortgage receives
(i)
an
opinion of counsel (which opinion may not be provided by an employee of
CitiMortgage or of an affiliate of CitiMortgage) that the sale or conversion
will not constitute a “prohibited transaction” under Internal Revenue Code
Section 860F(a), or
(ii)
if
the sale or conversion constitutes such a “prohibited transaction,” (A) the
consent of the holders of 100% percentage interest of the residual certificates
to the prohibited transaction together with each such holder’s proportionate
share of any tax imposed on the Trust Fund attributable to the transaction,
and
(B) an opinion of counsel (which opinion may not be provided by an employee
of
CitiMortgage or of an affiliate of CitiMortgage) that the transaction will
not
disqualify any constituent REMIC as a REMIC.
The
Trustee will not have any liability for any loss incurred in connection with
any
investment or any sale or liquidation thereof pursuant to this agreement,
unless
caused by its negligence or willful misconduct, or for any insufficiency
in the
certificate account or the buydown account, except for losses on investments
that are liabilities of the Trustee in its commercial capacity.
(b) Custodial
investment account. Prior to the business day preceding the distribution
day, CitiMortgage may deposit the amounts required to be transferred on the
determination date from the custodial accounts for P&I in a separate account
in the name of CitiMortgage and the Trustee (such account will be maintained
in
the trust department of a Depository and will bear a designation clearly
indicating that the principal of all investments in such account is held
for the
benefit of the Trustee on behalf of the certificate holders) (the custodial
investment account) for investment only in one or more Eligible
Investments. CitiMortgage will bear any and all losses incurred on any
investments made with such funds and will be entitled to retain all gains
realized on such investments as additional compensation for its services
as
master servicer. The amount of any losses incurred in respect of any such
investments will be deposited in the custodial investment account by
CitiMortgage out of its own funds immediately as realized. Any successor
master
servicer appointed pursuant to this agreement will not be responsible for
losses
attributable to its predecessor. No investments held in the
custodial
investment account will mature later than the business day preceding the
distribution day.
(c)
Eligible Investments. Eligible Investments means any one or
more of the following obligations or securities:
(i) direct
obligations of, and obligations fully guaranteed by, the United States of
America, Freddie Mac, Fannie Mae, the Farm Credit Banks, the Federal Home
Loan
Banks, the Student Loan Marketing Association (but only for obligations backed
by letters of credit or senior obligations) or any agency or instrumentality
of
the United States of America the obligations of which are backed by the full
faith and credit of the United States of America; provided, however, that
any
obligation of, or guaranteed by, the Federal Home Loan Banks or the Farm
Credit
Banks or any obligation of, or guaranteed by, Freddie Mac or Fannie Mae,
other
than a senior debt obligation of Freddie Mac or Fannie Mae or a mortgage
participation or pass-through certificate guaranteed by Freddie Mac or Fannie
Mae, excluding stripped mortgage securities which are valued greater than
par on
the portion of unpaid principal, will be an Eligible Investment only if,
at the
time of investment, each rating agency confirms in writing that such investment
is acceptable;
(ii) Federal
Funds, demand and time deposits in, certificates of deposits of, or bankers’
acceptances issued by, any depository institution or trust company (including
the Trustee or any agent of the Trustee, acting in their respective commercial
capacities) incorporated under the laws of the United States of America or
any
state thereof and subject to supervision and examination by federal or state
banking authorities, so long as at the time of such investment or contractual
commitment providing for such investment the certificate of deposit or other
unsecured short-term debt obligations of such depository institution or trust
company have a maturity of not more than one year and a credit rating of
not
less than “A-1+” (“A-1” if the maturity is not greater than 30 days) by S&P
if S&P is a rating agency, “P-1” by Moody’s if Moody’s is a rating agency,
and “F-1” by Fitch if Fitch is a rating agency; each such investment being
expressly authorized and deemed authorized by a certificate holder’s purchase or
acceptance of any certificate when acting in the capacity of a fiduciary
(including a “fiduciary” of an “employee benefit plan” subject to ERISA, as
those term are defined in Sections 3(21) and 3(3) of ERISA, respectively)
which
purchase or acceptance will also evidence and be deemed to evidence any such
certificate holder’s representation and warranty to CitiMortgage, the
Certificate Registrar and the Trustee and any agent of the Trustee that such
certificate holder is duly authorized by and empowered under appropriate
governing instruments (for example, an employee benefit plan, in the case
of an
ERISA fiduciary) to give such authorization; and money market funds investing
exclusively in any of the investments discussed in this definition of Eligible
Investments with a rating of not less than “A-1+” (“A-1” if the maturity is not
greater than 30 days) by S&P if S&P is a rating agency, “F-1” by Fitch
if Fitch is a rating agency, and “P-1” by Moody’s if Moody’s is a rating
agency;
(iii) repurchase
obligations for (A) any security described in clause (i) above or (B) any
other
security issued or guaranteed by an agency or instrumentality of the United
States of America the obligations of which are backed by the full faith and
credit of the United States of America, in either case where such security
has a
remaining maturity of one year or less and where such repurchase obligation
has
been entered into with a depository institution or trust company (acting
as
principal) with a rating of not less than “A-1+” by S&P if S&P is a
rating agency, “P-1” by Moody’s if Moody’s is a rating agency, and “F-1” by
Fitch if Fitch is a rating agency;
(iv) securities
bearing interest or sold at a discount issued by any corporation incorporated
under the laws of the United States of America or any state thereof which
have a
maturity not greater than 30 days and an unsecured long-term debt rating
of at
least “AA” if S&P is a rating agency, “AA” if Fitch is a rating agency, and
“Aa” if Moody’s is a rating agency, or an unsecured short-term debt rating, of
at least “A-1” if S&P is a rating agency, “F-1” if Fitch is a rating agency,
and “P-1” if Moody’s is a rating agency, at the time of such investment or
contractual commitment providing for such investment; provided,
however, that securities issued by any particular corporation will not be
Eligible Investments to the extent that investment therein will cause the
then
outstanding principal balance of securities issued by such corporation and
held
as part of the Trust Fund to exceed 10% of the aggregate current principal
balance of certificates outstanding and of the current percentage interest
of
the residual certificates outstanding, and the aggregate principal balance
of
all cash and Eligible Investments, held in the Trust Fund;
(v) commercial
paper (including both non-interest-bearing discount obligations and
interest-bearing obligations payable on demand or on a specified date not
more
than one year after the date of issuance thereof) having at the time of such
investment a rating of not less than “A-1+” (“A-1” if the maturity is not
greater than 30 days and such commercial paper does not exceed 20% of the
then
current balance of the certificates) by S&P if S&P is a rating agency,
“F-1” by Fitch if Fitch is a rating agency, and “P-1” by Moody’s if Moody’s is a
rating agency;
(vi) a
Qualified GIC;
(vii) certificates
or receipts representing direct ownership interests in future interest or
principal payments on obligations of the United States of America or its
agencies or instrumentalities (which obligations are backed by the full faith
and credit of the United States of America) held by a custodian on behalf
of the
holders of such receipts;
(viii) any
other money market deposit, obligation, security or investment bearing interest
or sold at a discount which has an unsecured short-term debt rating of at
least
“A-1+” (“A-1” if the maturity is not greater than 30 days and such investments
do not exceed 20% of the then scheduled principal balance of the mortgage
loans)
if S&P is a rating agency, “F-1” if Fitch is a rating agency, and “P-1” if
Moody’s is a rating agency, or if such investment relates to a money market
fund, such fund must be rated in the highest rating category by each rating
agency (which, for S&P, is “AAAm” or “AAAm-G”); and
(ix) any
other demand or time deposit, obligation, security or investment bearing
interest or sold at a discount that each rating agency confirms in writing
is
acceptable;
provided,
that each such Eligible Investment is a “permitted investment” as defined in
Internal Revenue Code Section 860G(a)(5).
3.20
Paying
Agent and
Certificate Registrar
(a)
Paying Agent. CitiMortgage or the Trustee may remove a Paying Agent,
and
CitiMortgage,
with the Trustee’s approval, may appoint another Paying Agent. Any Paying Agent
must, and CitiMortgage will remove any Paying Agent that at any time fails
to,
satisfy the criteria in the following paragraph.
A
Paying
Agent
· may
not be an Originator, CitiMortgage or an affiliate of CitiMortgage unless
the
Paying Agent is an agency and trust department of Citibank, N.A.,
· must
be authorized to exercise corporate trust powers under the laws of its
jurisdiction of organization, and
· must
be rated at least “A-1” by S&P if S&P is a rating agency, and at least
“F-1” by Fitch if Fitch is a rating agency.
If
no
Paying Agent is appointed, the Trustee will be the Paying Agent. CitiMortgage
will notify the rating agencies of any change of Paying Agent.
The
Paying Agent will
· hold
all amounts deposited with it by CitiMortgage or the Trustee for payment
on the
certificates in trust for the benefit of the certificate holders and any
Insurer
until the amounts are paid to the certificate holders or the Insurer or
otherwise disposed of in accordance with this agreement,
· give
the Trustee notice of any default by CitiMortgage in making any such deposit,
and
· during
the continuance of a default by CitiMortgage in making such a deposit, upon
the
Trustee’s written request, immediately pay to the Trustee all amounts so held in
trust by the Paying Agent.
CitiMortgage
will cause any Paying Agent that is not the Trustee or a signatory to this
agreement to execute and deliver to the Trustee an instrument in which the
Paying Agent agrees with the Trustee that the Paying Agent will have all
the
rights and obligations of a Paying Agent under this agreement.
(b)
Certificate Registrar. CitiMortgage or the Trustee may remove a
Certificate Registrar, and CitiMortgage, with the Trustee’s approval, may
appoint another Certificate Registrar.
A
Certificate Registrar
· may
not be an Originator, CitiMortgage or an affiliate of CitiMortgage unless
the
Certificate Registrar is an agency and trust department of Citibank, N.A.,
and
· must
be authorized to exercise corporate trust powers under the laws of its
jurisdiction of organization.
If
no
Certificate Registrar is appointed, the Trustee will be the Certificate
Registrar.
3.21
Exchange
Act
reporting
(a)
CitiMortgage, as servicer, will prepare and file all reports required to
be
filed by CMSI, as depositor, under the Exchange Act (other than Forms 10-K),
including required periodic reports on Form 10-D, and any required current
report on Form 8-K. CMSI authorizes CitiMortgage to sign and file such reports
on behalf of CMSI. CMSI will file all required Forms 10-K.
(b)
For
each calendar year for which CMSI is required to file a Form 10-K with the
Securities and Exchange Commission for this series, each party to this agreement
who
· participates
in the servicing function, within the meaning of section 1122 of Regulation
AB
under the Securities Act (Regulation AB), for this series, or who
controls such a participant, will submit, or will cause such controlled
participant to submit, by March 1 of the following year, a report on an
assessment of compliance covering the servicing criteria set forth opposite
its
name on schedule 1, “Servicing criteria to be addressed in report on assessment
of compliance” (as such schedule may be modified pursuant to section 3.22(c)
below),
and
an
attestation report of a registered public accounting firm, all as required
by
and in full conformity with the requirements of rule 1122, and
· is
a servicer, within the meaning of section 1123 of Regulation AB, for this
series, or who controls such a servicer, will submit, or will cause such
controlled servicer to submit, by March 1 of the following year, a statement
of
compliance signed by an authorized officer, as required and in full conformity
with the requirements of rule 1123.
(c)
Schedule 1 may be modified
· by
agreement of CMSI and each party affected by such modification, without the
consent of any other party or the certificate holders, and
· by
CMSI, without the consent of any other party or the certificate holders,
if CMSI
is advised by counsel that such change may be required to comply with Regulation
AB.
(d)
CMSI
and each other person who is or becomes a party to this agreement will render
all reasonably requested assistance to CMSI and CitiMortgage in providing
information necessary for the preparation of such reports. CMSI and CitiMortgage
will require each third-party servicer, and any other person who participates
in
the servicing function, to agree to provide such assistance.
(e)
CitiMortgage hereby appoints KPMG LLP as its independent accountants for
purposes of preparing and delivering for each year an attestation on
CitiMortgage’s assessment of compliance with the applicable servicing criteria
as of and for the period ending the end of such year. The attestation report
is
to be furnished to CitiMortgage and the Trustee by March 1 in the following
year, and must be made in accordance with standards for attestation engagements
issued or adopted by the Public Company Accounting Oversight Board.
If
such
firm resigns, CitiMortgage will promptly appoint a successor firm of independent
accountants of recognized national reputation. CitiMortgage will promptly
notify
the Trustee if CitiMortgage fails to appoint a successor firm of independent
accountants within 15 days after such resignation. If CitiMortgage does not
appoint a successor within 10 days thereafter, the Trustee will promptly
appoint
a successor firm of independent accountants of recognized national reputation.
The fees of the independent accountants and any successor will be paid by
CitiMortgage as servicer, or by any successor servicer.
4
CitiMortgage
4.1
Liability
of CitiMortgage
and others
Each
of
CitiMortgage, CMSI and Citibank, N.A. will be liable under this agreement
to any
person or to the certificate holders only to the extent of obligations
specifically undertaken by CitiMortgage, CMSI or Citibank, N.A. in this
agreement.
Neither
CitiMortgage, CMSI nor Citibank, N.A., nor any of their directors, officers,
employees and agents will be liable to the Trust Fund or the certificate
holders
for any action, or for refraining from taking any action, pursuant to this
agreement, or for errors in judgment, provided, however, that neither
CitiMortgage, CMSI, Citibank, N.A., nor any such person will be protected
against any liability that would otherwise be imposed for willful misfeasance,
bad faith or gross negligence in the performance, or for reckless disregard,
of
their obligations under this agreement. CitiMortgage, CMSI, Citibank, N.A.
and
any of their directors, officers, employees or agents may rely on any document
prima
facie
properly executed and submitted by any person as to any matters arising under
this agreement.
CitiMortgage,
CMSI, Citibank, N.A., and each of their directors, officers, employees and
agents will be indemnified and held harmless by the Trust Fund against any
loss,
liability or expense incurred in connection with any actual or threatened
legal
or regulatory proceedings relating to this agreement or the certificates,
other
than a loss, liability or expense incurred by reason of willful misfeasance,
bad
faith or gross negligence in the performance, or reckless disregard, of their
obligations under this agreement.
CitiMortgage
need not appear in, prosecute or defend any legal action that is not incidental
to its duties to service the mortgage loans in accordance with this agreement
and that in its opinion may involve it in any expense or liability. CitiMortgage
may, however, undertake any such action it deems desirable to enforce or
secure
the rights and duties of the parties or the interests of the certificate
holders. CitiMortgage’s legal expenses and costs of such action and any
resulting liability will be expenses, costs and liabilities of the Trust
Fund,
for which CitiMortgage will be reimbursed out of the certificate
account.
Notwithstanding
the foregoing, CitiMortgage will indemnify, defend and hold harmless the
Trustee
and the Trust Fund against any damages, claims or liabilities arising out
of any
violation (or claimed violation) prior to the closing date of any predatory
lending law.
4.2
Assumption
of CitiMortgage’s
obligations by affiliate
Any
corporation into which CitiMortgage is merged or consolidated, or that results
from a merger, conversion or consolidation involving CitiMortgage, or that
succeeds to the business of CitiMortgage, or more than 50% of the voting
stock
of which is, directly or indirectly, owned by Citigroup Inc., and that executes
an agreement of assumption to perform all of CitiMortgage’s obligations under
this agreement, will be CitiMortgage’s successor under this agreement, without
the execution or filing of any paper or any further act on the part of any
of
the parties hereto, anything herein to the contrary notwithstanding. Such
agreement of assumption will not, however, release CitiMortgage from any
of its
obligations or liabilities under this agreement.
4.3
Maintenance
of office or
agency
CMSI
will
maintain or cause to be maintained at its expense an office or offices or
agency
or agencies where the certificates may be surrendered for registration of
transfer or exchange and where notices and demands to or upon CMSI in respect
of
the certificates and this agreement may be served. CMSI initially appoints
the
Certificate Registrar designated in the Series Terms as its office for purposes
of receipt of notices and demands. CMSI will give prompt written notice to
CitiMortgage, the Trustee and the certificate holders of any change in the
location of the Certificate Register or any such office or agency.
4.4
Servicer
not to
resign
Subject
to sections 4.2 and 4.5, CitiMortgage will not resign as servicer without
the
consent of the Trustee, any Insurer, the holders of more than 2/3 of the
voting
interests of the outstanding certificates and 2/3 of the percentage interests
of
the residual certificates, except upon a determination that the performance
of
its duties hereunder is no longer permissible under applicable law. Any such
determination permitting the resignation of CitiMortgage as servicer will
be
supported
by
an
opinion of counsel to such effect delivered to the Trustee. No resignation
by
CitiMortgage will become effective until the Trustee or a successor servicer
and
master servicer have assumed CitiMortgage’s obligations in accordance with
section 7.2.
4.5
Delegation
of
duties
CitiMortgage
may without notice or consent delegate any of its servicing duties, and any
rights relating to such duties, to any person or persons, including a person
more than 50% of whose stock is owned, directly or indirectly, by Citigroup
Inc.; provided that each such person that services any mortgage loans has
been
approved as a seller/servicer by the Federal Housing Administration, GNMA,
Fannie Mae or Freddie Mac, and has been approved in writing by the rating
agencies. Such delegation will not, however, relieve CitiMortgage of its
responsibility for such duties. Each delegee of CitiMortgage’s servicing duties
will have those powers and duties that are granted to or required of
CitiMortgage as servicer or master servicer under this agreement for such
duties, subject to the limitations imposed by the agreement between CitiMortgage
and such delegee.
4.6
Errors
and omissions
insurance
CitiMortgage
will maintain in force
· a
policy or policies of insurance covering errors and omissions in the performance
of its servicing obligations, and
· a
fidelity bond for its officers, employees and agents.
Such
policies and bond will, together, comply with Fannie Mae or Freddie Mac
requirements for persons servicing mortgage loans purchased by such
association.
5
The
certificates
5.1
The
certificates
(a)
The
certificates and residual certificates will be substantially in the forms
set
forth in exhibit A. The certificates will be issued in the denominations
specified in the Series Terms and will be executed by manual or facsimile
signature on behalf of CMSI by its Chairman, President, one of its Vice
Presidents, or one of its Assistant Vice Presidents. Certificates bearing
the
manual or facsimile signatures of individuals who were authorized to sign
on
behalf of CMSI when the signatures were affixed will bind CMSI, even if prior
to
the authentication and delivery of the certificates some of the individuals
ceased to be authorized or to hold such offices.
No
certificate will be entitled to any benefit under this agreement, or be valid
for any purpose, unless it authenticated substantially in the form set forth
in
exhibit A. The authentication must be manually signed by the Trustee or an
Authenticating Agent appointed pursuant to section 8.12, and such signature
will
be conclusive evidence, and the only evidence, that the certificate has been
duly authenticated and delivered. All certificates will be dated the date
of
their authentication.
(b) Upon
original issuance, book-entry certificates will be issued in the form of
one or
more typewritten certificates, to be delivered to the initial Clearing Agency,
by, or on behalf of, CMSI. Such certificates will initially be registered
on the
Certificate Register in the name of the nominee of the initial Clearing Agency,
and will bear a legend in substantially the following form:
“Unless
this certificate is presented by an authorized representative of [the Clearing
Agency] to Citicorp Mortgage Securities, Inc. or its agent for registration
of
transfer, exchange, or payment, and any certificate
issued
is
registered in the name of [the Clearing Agency nominee] or such other name
as
requested by an authorized representative of [the Clearing Agency] (and any
payment is made to [the Clearing Agency nominee] or to such other entity
as is
requested by an authorized representative of [the Clearing Agency]), any
transfer, pledge, or other use hereof for value or otherwise by or to any
person
is wrongful inasmuch as the registered owner hereof, [the Clearing Agency
nominee], has an interest herein.”
No
beneficial owner will receive a definitive certificate representing such
beneficial owner’s interest in the book-entry certificates, except as provided
in section 5.6. Until definitive certificates have been issued to beneficial
owners pursuant to section 5.6:
(i) This
section 5.1(b) will be in full force and effect.
(ii) CMSI,
the Certificate Registrar and the Trustee may deal with the Clearing Agency
for
all purposes (including distributions on the book-entry certificates and
actions
by the holders of book-entry certificates) as the authorized representative
of
the beneficial owners.
(iii) To
the extent that this section 5.1(b) conflicts with any other provision of
this
agreement, this section 5.1(b) will control.
(iv) The
rights of beneficial owners will be exercised only through the Clearing Agency
and will be limited to those established by law, the rules, regulations and
procedures of the Clearing Agency and agreements between such beneficial
owners
and the Clearing Agency or the Clearing Agency Participants. For book-entry
certificates, references in this agreement to
· actions
by certificate holders will refer to actions taken by the Clearing Agency
upon
instructions from the Clearing Agency Participants, and
· distributions,
notices, reports and statements to certificate holders will refer to
distributions, notices, reports and statements to the Clearing Agency or
its
nominee, as registered holder of the book-entry certificates for the
distribution to beneficial owners in accordance with the procedures of the
Clearing Agency.
(v) The
initial Clearing Agency will make book-entry transfers among the Clearing
Agency
Participants, and will receive and transmit distributions of principal and
interest on the certificates to the Clearing Agency Participants, for
distribution to the beneficial owners or their nominees.
For
purposes of any provision of this agreement requiring or permitting actions
with
the consent of, or at the direction of, holders of book-entry certificates
evidencing specified voting interests, such direction or consent will be
given
by beneficial owners having the requisite percentage interests.
Until
definitive certificates are issued to beneficial owners pursuant to section
5.6,
copies of the reports or statements referred to in section 3.14 will be
available to beneficial owners upon written request to the Trustee at the
corporate trust office or, if Citibank, N.A. is the Paying Agent, at the
website
referred to in section 3.14.
5.2
Registration
of transfer and
exchange of certificates
(a)
CMSI
will maintain at its expense an office or offices or agency or agencies where
the certificates may be surrendered for registration of transfer or exchange
and
where notices and demands to or upon CMSI relating to the certificates and
this
agreement may be served. CMSI initially appoints the Certificate Registrar
designated in the Series Terms as its office
for
purposes of receipt of notices and demands.
CMSI
will
maintain a Certificate Register at such office in which, subject to
such reasonable regulations as it prescribes, CMSI will provide for the
registration and transfer of certificates. CMSI will give prompt written
notice
to the Trustee and to the certificate holders of any change in the location
of
the Certificate Register or any such office or agency.
Upon
surrender for registration of transfer of any certificate at the office or
agency, CMSI will execute and the Trustee or the Authenticating Agent will
authenticate and deliver, in the name of the designated transferee or
transferee, one or more new certificates in authorized denominations of the
same
aggregate number of single certificates or the same aggregate percentage
interest, as the case may be.
At
the
option of the certificate holder, certificates may be exchanged for other
certificates of authorized denominations evidencing the same aggregate number
of
single certificates or the same aggregate percentage interest, as the case
may
be, upon surrender of the certificates to be exchanged at the office or agency.
CMSI will execute and the Trustee or Authenticating Agent will authenticate
and
deliver the certificates that the certificate holder is entitled to
receive.
Every
certificate surrendered for registration of transfer or exchange will be
accompanied by a written instrument of transfer in form satisfactory to the
Trustee, CMSI and the Certificate Registrar, duly executed by the holder
or his
attorney duly authorized in writing.
No
service charge will be made for any registration of transfer or exchange
of
certificates, but the Certificate Registrar may require a payment sufficient
to
cover any tax or governmental charge imposed in connection with the transfer
or
exchange.
All
certificates surrendered for registration of transfer and exchange will be
canceled and, subject to the record retention requirements of the Exchange
Act,
subsequently destroyed by the Trustee or, at its direction, by the Certificate
Registrar.
The
Certificate Registrar will provide the Paying Agent and the Trustee by the
third
business day before each distribution day, the names and addresses of each
certificate holder as of the record date and the number of single certificates
or percentage interest it holds of record.
(b)
Notwithstanding the foregoing section 5.2(a), no legal or beneficial interest
in
all or any portion of a residual certificate may be transferred, directly
or
indirectly, to a “disqualified organization“ within the meaning of Internal
Revenue Code Section 860E(e)(5), or to an agent of a disqualified organization
(including a broker, nominee, or other middleman) (an Agent) and any
such purported transfer will be void and of no effect. Further, no legal
or
beneficial interest in all or any portion of a residual certificate may be
registered in the name of a Plan or a person investing the assets of a Plan
(such Plan or person an ERISA Prohibited holder) or in the
name of a person that is not (i) a U.S. person or (ii) a non-U.S. person
that
holds the residual certificate in connection with the conduct of a trade
or
business within the United States and has furnished the transferor, the
Certificate Registrar, and the Trustee with an effective Internal Revenue
Service Form W-8ECI or (iii) a non-U.S. person that has delivered to the
transferor, the Certificate Registrar, and the Trustee an opinion of a
nationally recognized tax counsel to the
effect
that the transfer of the residual certificate to it is in accordance with
the
requirements of the Internal Revenue Code and that such transfer of the residual
certificate will not be disregarded for federal income tax purposes (any
such
person who is not described in clauses (i), (ii) or (iii) above being referred
to herein as a “Non-permitted Foreign holder”). Furthermore, no legal or
beneficial interest in all or any portion of a residual certificate may be
transferred, directly or indirectly, to a foreign permanent establishment
or
fixed base, within the meaning of an applicable income tax treaty, of the
transferee or any other person. CMSI will not execute and the Trustee or
Authenticating Agent will not authenticate and deliver, a new residual
certificate in connection with any transfer of a residual certificate, and
neither CMSI, the Certificate Registrar nor the Trustee will accept a surrender
for transfer or registration of transfer, or register the transfer of, any
residual certificate unless the transferor will have provided to CMSI, the
Certificate Registrar and the Trustee an affidavit, substantially in the
form of
Appendix 1 hereto, signed by the transferee, to the effect that the transferee
is not such a disqualified organization, an agent for any entity as to which
the
transferee has not received a substantially similar affidavit, an ERISA
Prohibited holder, a Non-permitted Foreign holder, or a person for whom income
on the residual certificate is attributed to a foreign permanent establishment
or fixed base, within the meaning of an applicable income tax treaty, of
the
transferee or any other person, accompanied by a written statement signed
by the
transferor to the effect that, as of the time of the transfer, the transferor
has no actual knowledge that such affidavit is false. Upon notice by CMSI
that
any legal or beneficial interest in any portion of a residual certificate
has
been transferred, directly or indirectly, to a disqualified organization
or an
Agent in contravention of the foregoing restrictions, the Trustee will furnish
to the Internal Revenue Service and the transferor of such residual certificate
or to such Agent, within 60 days of the request therefor by such
transferor or such Agent, and CMSI agrees to provide the Trustee
with the computation of such information necessary to the application of
Internal Revenue Code Section 860E(e) as may be required by the Internal
Revenue
Code, including but not limited to the present value of the total anticipated
excess inclusions for such residual certificate (or portion thereof) for
periods
after such transfer. At the election of CMSI, the reasonable cost of computing
and furnishing such information may be charged to the transferor or such
Agent;
however, the Trustee and CMSI will in no event be excused from furnishing
such
information. Every holder of a residual certificate will be deemed to have
consented to such amendments to this agreement as may be required to further
effectuate the restrictions on transfer of residual certificates to a
disqualified organization, an Agent, an ERISA Prohibited holder or a
Non-permitted Foreign holder.
The
affidavit described in the preceding paragraph will also contain the statement
of the transferee that it (i) has historically paid its debts as they have
come
due and intends to do so in the future, (ii) understands that it may incur
liabilities in excess of cash flows generated by the residual certificate,
(iii)
intends to pay taxes associated with holding the residual certificate as
they
become due, (iv) will not cause the income for the residual certificate to
be
attributable to a foreign permanent establishment or fixed base, within the
meaning of an applicable income tax treaty, of the transferee or
any
other
person and (v) will not transfer the residual certificate to any person or
entity that does not provide a similar affidavit. The transferor’s statement to
the Trustee and the Certificate Registrar accompanying the affidavit will
state
that, after conducting a reasonable investigation of the financial condition
of
the transferee, the transferor has no knowledge or reason to know that the
statements made by the transferee for clauses (i) and (iii) of the preceding
sentence are false. Each residual certificate will bear a legend referring
to
the restrictions contained in this paragraph and the preceding
paragraph.
Notwithstanding
the foregoing, no transfer of any private certificate may be made unless
such
private certificate has been registered under the Securities Act and applicable
state securities or “blue sky” laws, or an exemption from the Securities Act and
applicable state securities or “blue sky” laws is available. Upon surrender for
registration of transfer of any private certificate, (1) neither the Trustee
nor
the Certificate Registrar will accept surrender for transfer or registration
of
transfer of, or register the transfer of, any private certificate and (2)
CMSI
will not execute, and neither the Trustee nor the Authenticating Agent will
authenticate and deliver, any new private certificate in connection with
the
transfer of any private certificate, unless either (A) such private certificate
has been registered under the Securities Act and applicable state securities
or
“blue sky” laws, or (B) exemptions from the registration requirements of the
Securities Act and applicable state securities or “blue sky” laws are available,
and the transferee delivers to CMSI, the Trustee and the Certificate Registrar
a
letter substantially to the effect set forth in exhibit D to this agreement
and
(1) if such transferee is not a “Qualified Institutional Buyer” within the
meaning of Rule 144A of the Securities Act, and if so requested by CMSI,
an
opinion of counsel acceptable to CMSI will have been delivered to CMSI, the
Trustee, and the Certificate Registrar, to the effect that such transfer
is in
compliance with either subclause (A) or subclause (B) of this clause (i)
of this
section 5.2; or (2) if such transfer is to a non-institutional investor,
unless
such investor is an accredited investor (as defined in Regulation D under
the
Securities Act) and has a net worth (exclusive of primary residence) of at
least
$1,000,000 as confirmed in writing to the Trustee and the Certificate
Registrar.
Notwithstanding
the foregoing, any transferee of a legal or beneficial interest in all or
a
portion of a private certificate that is a book-entry certificate will be
deemed
to have made the representations set forth in exhibit D to this agreement
including, in clause 2 of such exhibit, the representation that such transferee
is a “Qualified Institutional Buyer” within the meaning of Rule 144A of the
Securities Act.
No
transfer of an ERISA Restricted Certificate may be made unless any proposed
transferee (i) executes a representation letter in substantially the form
of
exhibit E hereto and in substance satisfactory to the Trustee, the Certificate
Registrar and CMSI either stating (a) that it is not, and is not acting on
behalf of, any employee benefit plan subject to Title I of ERISA or Section
4975
of the Internal Revenue Code, or a governmental plan, as defined in Section
3(32) of ERISA, subject to any federal, state or local law (Similar
Law) which is, to a material extent, similar to the foregoing provisions
of
ERISA or the Internal Revenue Code (collectively, a “Plan”) or using the assets
of any such Plan to effect such purchase or (b) it is an insurance company
and
the source
of
funds
used to purchase the ERISA Restricted Certificates is an “insurance company
general account” (as such term is defined in Section V(e) of Prohibited
Transaction Class Exemption 95-60 (“PTE 95-60”), 60 Fed. Reg. 35925 (July 12,
1995)) and there is no Plan for which the amount of such general accounts
reserves and liabilities for the contracts) held by or on behalf of such
Plan
and all other Plans maintained by the same employer (or affiliate thereof
as
defined in Section V(a)(1) of PTE 95-60) or by the same employee organization,
exceed 10% of the total of all reserves and liabilities of such general account
(as such amounts are determined under Section I(a) of PTE 95-60) at the date
of
acquisition and the purchase and holding of such ERISA Restricted Certificate
is
covered by Sections I and III of PTE 95-60 or (ii) provides (A) an opinion
of
counsel in form and substance satisfactory to the Trustee, the Certificate
Registrar and CMSI that the purchase or holding of ERISA Restricted Certificate
by or on behalf of such Plan will not result in the assets of the Trust being
deemed to be “plan assets” and subject to the prohibited transaction provisions
of ERISA and the Internal Revenue Code or Similar Law and will not subject
CMSI,
the Trustee or the Certificate Registrar to any obligation in addition to
those
undertaken in this agreement and (B) such other opinions of counsel, officers’
certificates and agreements as CMSI, the Trustee or the Certificate Registrar
may require in connection with such transfer.
The
applicable representation set forth in clause (i) of the preceding paragraph
will be deemed to have been made to the Trustee, Certificate Registrar and
CMSI
by the acceptance by a transferee of the beneficial interest in any such
ERISA
Restricted Certificate, unless the Trustee, Certificate Registrar and CMSI
will
have received from the transferee either an alternative representation
acceptable in form and substance to the Trustee, Certificate Registrar and
CMSI
or the opinion of counsel and other documentation set forth in clause (ii)
of
the preceding paragraph.
5.3
Mutilated,
destroyed, lost
or stolen certificates
If
· any
mutilated certificate is surrendered to the Certificate Registrar, or the
Certificate Registrar receives evidence to its satisfaction of the destruction,
loss or theft of any certificate,
· each
of CMSI, the Certificate Registrar and the Trustee receive such security
or
indemnity as it requires to save it harmless, and
· neither
the Certificate Registrar nor the Trustee is notified that the certificate
has
been acquired by a protected purchaser under Article 8 of the Uniform Commercial
Code as in effect in the applicable jurisdiction,
then
CMSI
will execute and the Trustee or Authenticating Agent will authenticate and
deliver, in exchange for or in lieu of such mutilated, destroyed, lost or
stolen
certificate, a new certificate of like tenor and initial principal balance,
initial notional balance or percentage interest. In connection with the issuance
of any new certificate under this section 5.3, the Certificate Registrar
may
require a payment sufficient to cover any tax or other governmental charge
imposed and any other expenses (including the fees and expenses of the Trustee
and the Certificate Registrar) in connection with the issuance. Any duplicate
certificate issued pursuant to this section 5.3 will constitute complete
and
indefeasible evidence of ownership in the Trust Fund, as if originally issued
on
the
closing
date, whether or not the lost, stolen or destroyed certificate is found at
any
time.
5.4
Persons
deemed
owners
Prior
to
due presentation of a certificate for registration of transfer, CMSI, the
Trustee, any Insurer, the Certificate Registrar and any agent of CMSI, the
Trustee or the Certificate Registrar may treat the person in whose name the
certificate is registered as the owner of the certificate for the purpose
of
receiving distributions pursuant to section 3.6 and for all other purposes
whatsoever, and neither CMSI, the Trustee, any Insurer, the Certificate
Registrar nor any agent of CMSI, the Trustee or the Certificate Registrar
will
be affected by any notice to the contrary.
5.5
Access
to list of
certificate holders’ names and addresses
If
the
Trustee is not the Certificate Registrar and requests CMSI or the Certificate
Registrar to provide a list of the names and addresses of certificate holders,
CMSI or the Certificate Registrar will furnish to the Trustee, within 15
days
after receipt of the request, a list as of the most recent record date, in
such
form as the Trustee reasonably requires.
If
three
or more certificate holders
· request
such information in writing from the Trustee,
· state
that they desire to communicate with other certificate holders regarding
their
rights under this agreement or under the certificates, and
· provide
a copy of the communication they propose to transmit,
then
the
Trustee will, within five business days after the receipt of the request,
afford
the certificate holders access during normal business hours to the most recent
list held by the Trustee, if any. If such list is as of a date more than
90 days
prior to the date of receipt of the certificate holders’ request, the Trustee
will promptly request from CMSI or the Certificate Registrar a current list
and
will afford the certificate holders access to the list promptly upon its
receipt
by the Trustee. Every certificate holder, by receiving and holding a
certificate, agrees that neither CMSI, the Certificate Registrar nor the
Trustee
will be held accountable by reason of the disclosure of any such information
as
to the list of the certificate holders, regardless of the source from which
the
information is derived.
5.6
Definitive
certificates
If
· DTC
advises the Trustee and the Certificate Registrar in writing that the Clearing
Agency is no longer willing or able properly to discharge its responsibilities
as depository for the book-entry certificates, and
· CMSI
is unable to locate a qualified successor,
the
Certificate Registrar will notify the beneficial owners, through the Clearing
Agency, of the occurrence of such event and of the availability of definitive
certificates to beneficial owners requesting them. Upon surrender to the
Certificate Registrar by the Clearing Agency of the certificates held of
record
by its nominee, accompanied by re-registration instructions and directions
to
execute and authenticate new certificates from CMSI, the Trustee or the
Authenticating Agent will execute and authenticate definitive certificates
for
delivery. CMSI will arrange for, and will bear all costs of, the printing
and
issuance of the definitive certificates. Neither CMSI, the Trustee, the
Certificate Registrar nor the Authenticating Agent will be liable for any
delay
in delivery of such instructions by the Clearing Agency and may conclusively
rely on, and will be protected in relying on, such
instructions.
5.7
Notices
to Clearing
Agency
Whenever
notice or other communication to the holders of book-entry certificates is
required under this agreement, until definitive certificates are issued to
beneficial owners pursuant to section 5.6, the Trustee will deliver such
notices
and communications to the Clearing Agency.
6
[Reserved]
7
Default
7.1
Events
of
Default
If
any of the following events (Events of Default) is
continuing:
(a)
CitiMortgage, as servicer or master servicer, fails to make a full payment,
deposit, transfer or distribution required of it in such capacities under
this
agreement, and the failure continues unremedied for
· 10
business days after the Trustee gives written notice of the failure to
CitiMortgage, or the holders of the Required Amount of certificates give
written
notice of the failure to CitiMortgage and the Trustee, if the failure results
from an error in calculating the amount of the required deposit, transfer
or
distribution, or
· three
business days after such notice if the failure results from any other reason;
or
(b)
CitiMortgage fails to reimburse a Paying Agent advance as required by section
3.5, and the failure is not remedied for 60 business days after the Trustee
or
the Paying Agent gives CitiMortgage written notice of the failure, or the
holders of the Required Amount of Certificates give CitiMortgage and the
Trustee
such notice; or
(c)
CitiMortgage fails to observe or perform in any material respect any other
covenant or agreement of CitiMortgage set forth in the certificates or in
this
agreement, and the failure
· materially
and adversely affects the rights of the certificate holders, and
· continues
unremedied for 60 business days after the Trustee gives CitiMortgage written
notice of the failure, requiring the failure to be remedied, or the holders
of
the Required Amount of Certificates give such notice to CitiMortgage and
the
Trustee; or
(d)
a
court or agency or supervisory authority having jurisdiction enters a decree
or
order for the appointment of a conservator, receiver or liquidator for
CitiMortgage in any insolvency, readjustment of debt, marshaling of assets
and
liabilities or similar proceeding, or for the winding up or liquidation of
CitiMortgage’s affairs, and the decree or order continues unstayed and in effect
for 60 consecutive days; or
(e)
CitiMortgage consents to the appointment of a conservator, receiver or
liquidator in an insolvency, readjustment of debt, marshaling of assets and
liabilities, or similar proceeding for CitiMortgage or substantially all
of its
property, or CitiMortgage admits in writing its inability to pay its debts
generally as they become due, files a petition to take advantage of any
applicable insolvency or reorganization statute, makes an assignment for
the
benefit of its creditors, or voluntarily suspends payment of its
obligations;
then
the Trustee or the holders of the Required Amount of certificates, by notice
in
writing to CitiMortgage (and to the Trustee if given by the certificate holders)
may terminate all of CitiMortgage’s rights and obligations as servicer of the
affiliated mortgage loans and as master servicer of the third-party mortgage
loans under this agreement. Upon CitiMortgage’s receipt of such notice, all
CitiMortgage’s authority under this agreement, whether for the
certificates
or the mortgage loans or otherwise, will pass to and be vested in the Trustee
pursuant to this section 7.1, and the Trustee will be authorized to execute
and
deliver, on behalf of CitiMortgage as attorney-in-fact or otherwise, any
documents and other instruments, and to do or accomplish all other acts or
things necessary or appropriate to effect the purposes of such notice, whether
to complete the transfer and endorsement of the mortgage loans and related
documents or otherwise. CitiMortgage will cooperate with the Trustee in
effecting the termination of CitiMortgage’s responsibilities and rights
hereunder, including the transfer to the successor servicer for the
administration by it of all cash amounts held by CitiMortgage for deposit,
or
deposited by CitiMortgage, in the certificate account or servicing account
or
subsequently received on the mortgage loans. In addition to any other amounts
that are then payable, or, notwithstanding the termination of its activities
as
servicer and master servicer of the mortgage loans, may become payable to
CitiMortgage under this agreement, CitiMortgage will be entitled to receive
out
of any delinquent interest payment on a mortgage loan, due before such
termination notice but received afterwards, that portion of the payment that
it
would have received if the notice had not been given.
7.2
Trustee
to act; appointment
of successor
Once
CitiMortgage receives a notice of termination under section 7.1, the Trustee
will be the successor in all respects to CitiMortgage in its capacity as
servicer and master servicer, and will be subject to all CitiMortgage’s rights
and obligations under this agreement. As compensation, the Trustee will,
except
as provided in section 7.1, be entitled to the same compensation (whether
payable out of the certificate account or otherwise) as CitiMortgage would
have
been entitled to under this agreement if no such notice of termination had
been
given. However, the Trustee may, if it is unwilling so to act, or will, if
it is
legally unable so to act, appoint, or petition a court of competent jurisdiction
to appoint, an established housing finance institution with a net worth of
not
less than $5 million and approved as seller/servicer by GNMA, Fannie Mae
or
Freddie Mac as the successor to CitiMortgage in the assumption of all or
any
part of the rights and obligations of CitiMortgage under this agreement.
Until
such a successor is appointed, unless the Trustee is prohibited by law from
so
acting, the Trustee will act in such capacity as provided above. The Trustee
may
make such arrangements for compensation of such successor out of payments
on the
mortgage loans as it and the successor agree; provided, however, that
no such compensation will exceed CitiMortgage’s compensation under this
agreement. The Trustee and the successor will take any actions, consistent
with
this agreement, necessary to effect the succession.
The
Trustee will promptly notify the certificate holders and any Insurer of any
termination of CitiMortgage or appointment of a successor pursuant to this
section 7.
8
The
Trustee
8.1
Duties
(a)
Unless the Trustee has notice that an Event of Default is continuing, the
Trustee will only have those obligations that are specifically set forth
in this
agreement, and no implied covenants of the Trustee will be read into this
agreement.
(b)
If
the Trustee has notice that an Event of Default is continuing,
then
notwithstanding
anything to the contrary in this agreement, the Trustee will exercise those
rights and powers vested in it by this agreement, and use the same degree
of
care and skill in their exercise, as a prudent man would exercise under the
circumstances in the conduct of his own affairs. If the Trustee is incorporated
or organized under the laws of the State of New York, then, in considering
what
actions are prudent in the circumstances, the Trustee will consider, to the
extent applicable, the matters enumerated in Section 126(2)(a) through (e)
of
the New York Real Property Law, as in effect on the date of this agreement,
and
will comply with subdivisions (3),(4) and (5) of Section 126 of the New York
Real Property Law, as in effect on the date of this agreement.
The
Trustee will not be charged with notice of an Event of Default (other than
a
default in payment to the Trustee) unless a Responsible Officer of the Trustee
obtains actual knowledge of such failure or receives written notice of such
Event of Default at its corporate trust office from CitiMortgage or the holders
of the Required Amount of Certificates.
(c) The
Trustee, upon receipt of all resolutions, certifications, statements, opinions,
reports, documents, orders or other instruments that are specifically required
or requested to be furnished to the Trustee pursuant to this agreement (each
a
Furnished Document), will examine them to determine whether they
conform to the requirements of this agreement. The Trustee may request an
officer’s certificate as to any matter of fact if the Trustee believes it
desirable that the fact be established before the Trustee takes an action
under
this agreement. Unless the Trustee has notice that an Event of Default is
continuing, the Trustee may conclusively rely, without investigation, on
the
truth of the statements and the correctness of the opinions expressed in
any
Furnished Document that the Trustee believes to be genuine, signed or presented
by the proper parties, and in conformity with the requirements of this
agreement.
The
Trustee will investigate the facts or matters stated in a Furnished Document
if
the holders of the Required Amount of Certificates request such investigation
in
writing. CitiMortgage will pay, or will reimburse the Trustee upon demand,
for
the reasonable expense of such investigation. If the Trustee believes that
the
payment within a reasonable time of the costs and liabilities likely to be
incurred in the investigation are not reasonably assured to it, the Trustee
may,
as a condition to conducting such investigation, require reasonable indemnity
from the certificate holders against such expense or liability. Nothing in
this
clause (c) will derogate from CitiMortgage’s obligation to observe any
applicable law prohibiting disclosure of information regarding the
mortgagors.
(d) The
Trustee will not be required to expend or risk its own funds or otherwise
incur
financial liability in the performance of any of its duties under this
agreement, or in the exercise of any of its rights or powers, if the Trustee
reasonably believes that the repayment of such funds or adequate indemnity
against such risk or liability is not reasonably assured to it.
(e) Except
to the extent that the Trustee becomes a successor servicer to CitiMortgage
under sections 4.3 or 7.2, the Trustee will have no responsibility for the
performance or the manner of performance of any of CitiMortgage’s obligations
under this agreement. The relationship of CitiMortgage to the Trustee under
this
agreement is intended by the parties to be
that
of
an independent contractor and not that of a joint venturer, partner or
agent.
(f) The
Trustee may appoint agents (which may include CitiMortgage and its affiliates)
to perform any of the Trustee’s obligations under this agreement. Such agents
will have all of the rights and obligations of the Trustee conferred on them
by
such appointment, but the Trustee will continue to be responsible for its
obligations under this agreement.
8.2
Liability
(a) In
performing its obligations under this agreement, the Trustee will be liable
for
its own negligence or misconduct, except that the Trustee will not be
liable for
· an
error of judgment by a Responsible Officer of the Trustee, unless the Trustee
was negligent in ascertaining the pertinent facts;
· an
action by the Trustee believed by it to be permitted under this agreement;
and
· an
action taken in accordance with the direction of the holders of the Required
Amount of certificates relating to the time, method and place of conducting
any
proceeding for any remedy available to the Trustee, or exercising any trust
or
power conferred upon the Trustee, under this agreement.
(b) The
Trustee may consult with counsel, and an opinion of counsel will be full
and
complete authorization and protection for any action by the Trustee taken
under
this agreement in accordance with such opinion.
(c) The
Trustee will not be responsible for the selection of the Mortgage Note Custodian
or any, Paying Agent, Certificate Registrar, or Authenticating Agent, nor
for
their performance of their obligations under this agreement, the Mortgage
Note
Custodial Agreement, or any other applicable agreement.
8.3
Trustee
not liable for
certificates or mortgage loans
The
recitals contained herein and in the certificates (other than the certification
of authentication on the certificates) will be taken as the statements of
CitiMortgage, and the Trustee assumes no responsibility for the correctness
of
the same. The Trustee makes no representations as to the validity or sufficiency
of this agreement, the Mortgage Note Custodial Agreement or of the certificates
(other than the certification of authentication on the certificates) or of
any
mortgage loan or related document. The Trustee will not be accountable for
the
use or application by CitiMortgage of any of the certificates or of the proceeds
of such certificates or for the use or application of any funds paid to
CitiMortgage in respect of the mortgage loans or deposited in or withdrawn
from
the certificate account or servicing account by CitiMortgage. The Trustee
will
have no liability for any losses incurred as a result of
· any
failure of the Trust Fund to qualify as the specified separate constituent
REMICs,
· any
termination, inadvertent or otherwise, of the status of the Trust Fund as
the
specified separate constituent REMICs,
· any
tax on prohibited transactions imposed by Internal Revenue Code Section
860F(a)(1),
· any
tax on net income from foreclosure property imposed by Internal Revenue Code
Section 860G(c),
· any
tax on contributions to any constituent REMIC after the startup day imposed
by
Internal Revenue Code Section 860G(d),
· any
erroneous calculation or determination or any act or omission of CitiMortgage
hereunder or
· any
erroneous information included in any federal, state or local income tax
or
information
return prepared pursuant to section 3.16;
provided,
that the Trustee will not be excused hereby from liability for its own
negligence, bad faith or failure to perform its duties as specified
herein.
8.4
Trustee
may own
certificates
The
Trustee in its individual or any other capacity may become the owner or pledgee
of one or more of the certificates with the same rights as it would have
if it
were not Trustee and may otherwise deal with CitiMortgage or any of its
affiliates as if it were not the Trustee.
8.5
Trustee’s
fees and
expenses
The
Trustee’s fees and expenses (and those of any co-trustee appointed pursuant to
section 8.10), and of any Certificate Registrar, Mortgage Note Custodian,
Depository, Paying Agent, Authenticating Agent appointed pursuant to section
8.12, and agent of the Trustee appointed pursuant to section 8.2(g), will
be
paid by CitiMortgage, as servicer, in accordance with section 3.9(a). Citibank,
N.A., as Paying Agent, has agreed to a fee of $3,000 a year. CitiMortgage
will
also pay any expenses associated with the resignation or removal of the Trustee
and the appointment of a successor Trustee.
In
consideration of paying the amounts payable pursuant to this section 8.5,
CitiMortgage may retain any trustee fee that may be payable on the third-party
mortgage loans. The Trustee (and any such co-Trustee) will be entitled to
reasonable compensation (which will not be limited by any provision of law
with
respect to the compensation of a trustee of an express trust) for all services
rendered by them in the execution of the trust or trusts hereby created and
in
the exercise and performance of any of the powers and duties hereunder of
the
Trustee, and upon notice to CitiMortgage, the Trustee will be paid or reimbursed
by CitiMortgage for all reasonable expenses, disbursements and advances incurred
or made by the Trustee in accordance with any of the provisions of this
agreement (including the reasonable compensation and the expenses and
disbursements of its counsel and of all persons not regularly in its employ)
except any such expense, disbursement or advance as may arise from its
negligence or bad faith or which is the responsibility of the certificate
holders hereunder.
The
Trustee and each Certificate Registrar, Mortgage Note Custodian, Depository,
Paying Agent, Authenticating Agent and any agent appointed pursuant to section
8.2 are entitled to indemnification from CitiMortgage, as servicer or master
servicer, and will be held harmless against any loss, liability or expense
incurred without negligence or bad faith on their part, arising out of or
in
connection with the acceptance or administration of the trust or trusts
hereunder, including the costs and expenses of defending themselves against
any
claim or liability in connection with the exercise or performance of any
of
their powers or duties hereunder. Such indemnification will survive the payment
of the certificates and termination of the Trust Fund, as well as the
resignation or removal of CitiMortgage as servicer (if such action which
caused
the need for the indemnification occurred while CitiMortgage acted as servicer),
and for purposes of such indemnification neither the negligence nor bad faith
of
any of the entities enumerated in the preceding sentence, nor of any Mortgage
Note Custodian, will be imputed to, or adversely affect, the right of any
other
entity enumerated in the preceding sentence to be entitled to
indemnification.
8.6
Eligibility
requirements for
Trustee
The
Trustee hereunder will at all times be a corporation or a national banking
association, other than an affiliate of CitiMortgage, having its principal
office in, and organized and doing business under the laws of, the United
States
of America or a state thereof, authorized under such laws to exercise corporate
trust powers, having a combined capital and surplus of at least $30 million,
and
subject to supervision or examination by federal or state authority and having
a
short-term debt rating of at least “A-2” from S&P (or a long-term debt
rating of “BBB+” if it has no short-term debt rating) if S&P is a rating
agency, “A-2” from Moody’s (or a long-term debt rating of “Baa1” if it has no
short-term debt rating) if Moody’s is a rating agency, and “F-1” from Fitch (or
a long-term debt rating of “A” if it has no short-term debt rating) if Fitch is
a rating agency. If such corporation or national banking association
publishes reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for
the
purposes of this section 8.6, the combined capital and surplus of such
corporation or national banking association will be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. If the Trustee ceases to be eligible in accordance with the
provisions of this section 8.6, the Trustee will resign immediately in the
manner and with the effect specified in section 8.7.
Any
successor trustee will have a credit rating or be otherwise acceptable to
the
rating agencies so that no rating agency will reduce its then current rating
of
any class of certificates.
8.7
Resignation
or removal of
Trustee
The
Trustee may resign and be discharged from the trusts hereby created by giving
written notice thereof to CitiMortgage. Upon receiving such notice of
resignation, CitiMortgage will promptly appoint a successor Trustee by written
instrument, in duplicate, one copy of which instrument will be delivered
to the
resigning Trustee and one copy to the successor Trustee. If no successor
Trustee
will have been so appointed and having accepted appointment within 30 days
after
the giving of such notice of resignation, the resigning Trustee may petition
any
court of competent jurisdiction for the appointment of a successor
Trustee.
If
the
Trustee ceases to be eligible in accordance with the provisions of section
8.6
and will fail to resign after written request therefor by CitiMortgage, or
if
the Trustee is legally unable to act, or is adjudged a bankrupt or insolvent,
or
a receiver of the Trustee or of its property is appointed, or any public
officer
takes charge or control of the Trustee or of its property or affairs for
the
purpose of rehabilitation, conversion or liquidation, then CitiMortgage may
remove the Trustee. If it removes the Trustee under the authority of the
immediately preceding sentence, CitiMortgage will promptly appoint a successor
Trustee by written instrument, in duplicate, one copy of which instrument
will
be delivered to the Trustee so removed and one copy to the successor
Trustee.
The
Trustee may also be removed (i) by CitiMortgage, (a) if the Trustee ceases
to be
eligible to continue as such under this agreement or if the Trustee becomes
insolvent, (b) if the Trustee breaches any of its duties under this agreement
which materially adversely affects the certificate holders, (c) if through
the
performance or
nonperformance
of certain actions by the Trustee, the rating assigned by any rating agency
to
any class of certificates would be lowered or (d) if the credit rating of
the
Trustee is downgraded to a level which would result in the rating assigned
to
any class of certificates being lowered; or (ii) by the holders of certificates
evidencing more than 50% of the voting interest of the certificates then
outstanding and more than 50% of the percentage interests of the residual
certificates.
Any
resignation or removal of the Trustee and appointment of a successor Trustee
pursuant to any of the provisions of this section 8.7 will not become effective
until acceptance of appointment by the successor Trustee as provided in section
8.8.
8.8
Successor
trustee
Any
successor Trustee appointed as provided in section 8.7 will execute, acknowledge
and deliver to CitiMortgage and to its predecessor Trustee an instrument
accepting such appointment hereunder, and thereupon the resignation or removal
of the predecessor Trustee will become effective and such successor Trustee,
without any further act, deed or conveyance, will become fully vested with
all
the rights, powers, duties and obligations of its predecessor hereunder with
like effect as if originally named as Trustee. The predecessor Trustee will
deliver to the successor Trustee all mortgage files and related documents
and
statements held by it hereunder; and, if any mortgage notes are then held
by the
Mortgage Note Custodian pursuant to a Mortgage Note Custodial Agreement,
the
predecessor Trustee and the Mortgage Note Custodian will amend such Mortgage
Note Custodial Agreement to make the successor Trustee the successor to the
predecessor Trustee thereunder; and CitiMortgage and the predecessor Trustee
will execute and deliver such instruments and do other such things as may
reasonably be required for fully and certainly vesting and confirming in
the
successor Trustee all such rights, powers, duties and obligations.
No
successor Trustee will accept appointment as provided in this section 8.8
unless
at the time of such acceptance such successor Trustee will be eligible under
the
provisions of section 8.6.
Upon
acceptance of appointment by a successor Trustee as provided in this section
8.8, CitiMortgage will mail notice of the succession of such Trustee hereunder
to all holders of certificates at their addresses as shown in the Certificate
Register, to the Rating Agencies and to any Insurer. If CitiMortgage fails
to
mail such notice within 10 days after acceptance of appointment by the successor
Trustee, the successor Trustee will cause such notice to be mailed at the
expense of CitiMortgage.
8.9
Merger
or consolidation of
Trustee
Any
corporation or national banking association into which the Trustee may be
merged
or converted or with which it may be consolidated, or any corporation or
national banking association resulting from any merger, conversion or
consolidation to which the Trustee will be a party, or any corporation or
national banking association succeeding to all or substantially all of the
corporate trust business of the Trustee, will be the successor of the Trustee
hereunder, provided such corporation or national banking association will
be
eligible under the provisions of section 8.6, without the execution or filing
of
any paper or any further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding.
8.10
Appointment
of co-trustee
or separate trustee
Notwithstanding
any other provisions of this agreement, for the purpose of meeting any legal
requirements of any jurisdiction in which any part of the Trust Fund or property
securing any mortgage note may at the time be located, CitiMortgage and the
Trustee acting jointly will have the power and will execute and deliver all
instruments to appoint one or more persons approved by the Trustee to act
as
co-trustee or co-trustees jointly with the Trustee, or separate trustee or
separate trustees, of all or any part of the Trust Fund, and to vest in such
person or persons, in such capacity and for the benefit of the certificate
holders and any Insurer, such title to the Trust Fund, or any part thereof,
and,
subject to the other provisions of this section 8.10, such powers, duties,
obligations, rights and trusts as CitiMortgage and the Trustee may consider
necessary and desirable. If CitiMortgage will not have joined in such
appointment within 15 days after the receipt by it of a request so to do,
or in
the case an Event of Default will have occurred and be continuing, the Trustee
alone will have the power to make such appointment. No co-trustee or separate
trustee hereunder will be required to meet the terms of eligibility as a
successor trustee under section 8.6 and no notice to the certificate holders
of
the appointment of any co-trustee or separate trustee will be required under
section 8.8.
Every
separate trustee and co-trustee will, to the extent permitted by law and
by the
instrument appointing such separate trustee or co-trustee, be appointed and
act
subject to the following provisions and conditions:
(a) All
rights, powers, duties and obligations conferred or imposed upon the Trustee
will be conferred or imposed upon and exercised or performed by the Trustee
and
such separate trustee or co-trustee jointly (it being understood that such
separate trustee or co-trustee is not authorized to act separately without
the
Trustee joining such act), except to the extent that under any law of any
jurisdiction in which any particular act or acts are to be performed (whether
as
Trustee hereunder or as successor to CitiMortgage hereunder), the Trustee
will
be incompetent or unqualified to perform such act or acts, in which event
such
rights, powers, duties and obligations (including the holding of title to
the
Trust Fund or any portion thereof in any such jurisdiction) will be exercised
and performed singly by such separate trustee or co-trustee, but solely at
the
direction of the Trustee;
(b) No
trustee hereunder will be held personally liable by reason of any act or
omission of any other trustee hereunder; and
(c) CitiMortgage
and the Trustee acting jointly may accept the resignation of or remove any
separate trustee or co-trustee.
Any
notice, request or other writing given to the Trustee will be deemed to have
been given to each of the then separate trustees and co-trustees, as effectively
as if given to each of them. Every instrument appointing any separate trustee or
co-trustee will refer to this agreement and the conditions of this section
8.
Each separate trustee and co-trustee, upon its acceptance of the trusts
conferred, will be vested with the estates or property specified in its
instrument of appointment, either jointly with the Trustee or separately,
as may
be provided therein, subject to all of the provisions of this agreement relating
to the conduct of, affecting the liability of, or affording protection to,
the
Trustee. Every such instrument will be filed with the
Trustee
and a copy thereof given to CitiMortgage.
Any
separate trustee or co-trustee may constitute the Trustee, its agent or
attorney-in-fact, with full power and authority, to the extent not prohibited
by
law, to do any lawful act under or in respect of this agreement on its behalf
and in its name. If any separate trustee or co-trustee will die, become
incapable of acting, resign or be removed, all of its estates, properties,
rights, remedies and trusts will vest in and be exercised by the Trustee
to the
extent permitted by law, without the appointment of a new or successor
trustee.
8.11
Tax
returns
The
Trustee, upon request, will furnish CitiMortgage with all such information
as
may be reasonably required in connection with the preparation of all federal,
state and local income tax or information returns of each constituent REMIC.
The
Trustee will sign the federal and, if applicable, state and local income
tax
returns of each constituent REMIC.
8.12
Appointment
of
authenticating agent
As
long
as any of the certificates remain outstanding the Trustee may appoint an
Authenticating Agent or Agents (which may include CitiMortgage or any of
its
affiliates) which will be authorized to act on behalf of the Trustee to
authenticate certificates, and certificates so authenticated will be entitled
to
the benefit of this agreement and will be valid and obligatory for all purposes
as if authenticated by the Trustee hereunder. Wherever reference made in
this
agreement to the authentication and delivery of certificates by the Trustee
or
the Trustee’s certification of authentication, such reference will be deemed to
include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certification of authentication executed on behalf
of
the Trustee by an Authenticating Agent. Each Authenticating Agent will be
acceptable to CitiMortgage and will at all times be a corporation or national
banking association organized and doing business under the laws of the United
States of America, any state thereof or the District of Columbia, authorized
under such laws to act as Authenticating Agent, having a combined capital
and
surplus of not less than $15 million, authorized under such laws to conduct
a
trust business and subject to supervision or examination by federal or state
authority. If such Authenticating Agent publishes reports of condition at
least
annually, pursuant to law or to the requirements of said supervising or
examining authority, then for the purposes of this section 8.12, the combined
capital and surplus of such Authenticating Agent will be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. If an Authenticating Agent ceases to be eligible in accordance
with the provisions of this section 8.12, such Authenticating Agent will
resign
immediately in the manner and with the effect specified in this section
8.12.
Any
corporation or national banking association into which an authenticating
Agent
may be merged in or converted or with which it may be consolidated, or any
corporation or national banking association resulting from any merger,
conversion or consolidation to which such Authenticating Agent will be a
party,
or any corporation or national banking association succeeding to the corporate
agency or corporate trust business of an Authenticating Agent, will continue
to
be an Authenticating Agent, provided such corporation or national banking
association will be otherwise eligible under this section 8.12, without
the
execution
or filing of any paper or any further act on the part of the Trustee or the
Authenticating Agent.
An
Authenticating Agent may resign by giving written notice thereof to the Trustee
and to CitiMortgage. The Trustee may terminate the agency of an Authenticating
Agent by giving written notice thereof to such Authenticating Agent and to
CitiMortgage. Upon receiving such a notice of resignation or upon such a
termination, or if the Authenticating Agent ceases to be eligible in accordance
with the provisions of this section 8.12, the Trustee may appoint a successor
acceptable to CitiMortgage and will mail written notice of such appointment
by
first-class mail, postage prepaid to all certificate holders as their names
and
addresses appear in the Certificate Register, and to any Insurer. Any successor
Authenticating Agent upon acceptance of its appointment hereunder will become
vested with all the rights, powers and duties of its predecessor hereunder,
with
like effect as if originally named as an Authenticating Agent herein. No
successor Authenticating Agent will be appointed unless eligible under the
provisions of this section 8.12.
Any
reasonable compensation paid to an Authenticating Agent for its services
under
this section 8.12 will be a reimbursable expense pursuant to section 8.5
if paid
by the Trustee.
If
an
appointment is made pursuant to this section 8.12, the certificates may have
endorsed thereon, in addition to the Trustee’s certification of authentication,
an alternate certification of authentication in the following form:
“This
is
one of the certificates referred to in the within-mentioned
Agreement.
_______________
As
Trustee
By_______________________
Authenticating
Agent
By_______________________
Authenticating
Signature”
9
Termination
9.1
Termination
upon repurchase
by CMSI or liquidation of all mortgage loans
The
obligations and responsibilities of CMSI, CitiMortgage and the Trustee under,
and the Trust Fund created by, this agreement will terminate upon
(a) the
repurchase by CMSI of all of the mortgage loans and all property acquired
in
respect of any mortgage loan remaining in the Trust Fund, or
(b)
the
later of (i) the maturity or other liquidation (or any advance with respect
thereto) of the last mortgage loan remaining in the Trust Fund and the
disposition of all property acquired upon foreclosure or by deed in lieu
of
foreclosure of any mortgage loan and (ii) the payment to the certificate
holders
and to the Insurer, as subrogee of any insured class certificates, of all
amounts required to be paid to them pursuant to this agreement;
provided,
however, that in no event will the trust created hereby continue beyond the
expiration of 21 years from the death of the last survivor of the lawful
descendants of Joseph P. Kennedy, the late Ambassador of the United States
of
America to the Court of St. James’s, living on the date of this
agreement.
CMSI’s
right to repurchase all of the mortgage loans on any distribution day pursuant
to clause (a) above will be conditioned upon
· the
aggregate scheduled principal balances of such mortgage loans, at the time
of
any such repurchase and after giving effect to distributions to be made on
such
distribution
day, aggregating an amount less than 10% of the aggregate scheduled principal
balance of the mortgage loans as of the closing date, which amount is set
forth
in the Series Terms and
· any
other condition set forth in the Series Terms.
The
repurchase of the mortgage loans and other property under clause (a) above
will
be at a price equal to the sum of
· 100%
of the unpaid principal balance of each mortgage loan on the first day of
the
month of repurchase (after giving effect to payments of principal due on
such
first day) plus accrued interest at the pass-through rate for each mortgage
loan
to but not including the first day of the month in the month in which the
related distribution is made to certificate holders, after the deduction
of (x)
unreimbursed voluntary advances, affiliated Paying Agent advances, third-party
Paying Agent advances, and advance account advances (other than such payments
and advances in respect of interest in excess of the pass-through rate on
the
mortgage loans) made prior to the month of repurchase, whereupon such voluntary
advances, affiliated Paying Agent advances, third-party Paying Agent advances
and advance account advances will be reimbursed to the Paying Agent or deemed
reimbursed to CitiMortgage, as the case may be, by such deductions, and (y)
the
aggregate amount of any non-supported prepayment interest shortfalls for
the
distribution day in the month of such repurchase, and
· the
appraised value of any acquired property in the Trust Fund (less the good
faith
estimate of CitiMortgage of liquidation expenses to be incurred in connection
with its disposal thereof), such appraisal to be conducted by an appraiser
mutually agreed upon by CitiMortgage and the Trustee.
Notwithstanding
anything to the contrary in this section 9.1, if the purchase price of the
mortgage loans under clause (a) above would be less than the aggregate fair
market value of the mortgage loans on the first day of the month of repurchase
(after giving effect to payments of principal due on such first day), then
CMSI
may so repurchase the mortgage loans only if the repurchase would be permitted
under then-applicable risk-based capital rules applicable to securitizations
treated as sales.
Any
method of termination or repurchase of the Trust Fund other than as provided
in
clauses (a) or (b) above must be based on the receipt by the Trustee of an
opinion of counsel (who may not be an employee of CMSI or of an affiliate
of
CMSI) or other evidence that such termination and repurchase will be part
of a
“qualified liquidation” within the meaning of Internal Revenue Code Section
860F(a)(4)(A), will not adversely affect the status of the Trust Fund as
separate constituent REMICs under the Internal Revenue Code and will not
otherwise subject the Trust Fund to any tax. CMSI may transfer its right
to
repurchase all of the mortgage loans pursuant to clause (a) above to any
third
party of choice.
Such
termination will occur only in connection with a “qualified liquidation” of each
constituent REMIC within the meaning of Internal Revenue Code Section
860F(a)(4)(A), pursuant to which the Trustee will sell or otherwise dispose
of
all of the remaining assets of the Trust Fund and make all required
distributions to certificate holders within 90 days of the adoption of a
plan of
complete liquidation. For this purpose, the notice of termination described
in
the next paragraph will be the adoption of a plan of complete liquidation
described in Internal Revenue Code Section 860F(a)(4)(A)(i), which
will be deemed to occur on the date the first such notice is
mailed.
Such date will be specified in the final federal income tax return of each
constituent REMIC constituted by the Trust Fund.
Notice
of
a termination, specifying the distribution day upon which the certificate
holders may surrender their certificates to the Paying Agent for payment
of the
final distribution and cancellation, will be given promptly by the Trustee
by
letter to the certificate holders mailed not earlier than 30 days nor more
than
60 days prior to such distribution day specifying
|
·
|
the
distribution day upon which final payment of the certificates will
be made
upon presentation and surrender of the certificates at the office
of the
Paying Agent designated in the
notice,
|
|
·
|
the
amount of the final distribution,
and
|
|
·
|
that
the record date otherwise applicable to such distribution day will
not
apply, and that distributions will be made only upon presentation
and
surrender of the certificates at the designated office of the Paying
Agent.
|
CMSI
will
give such notice to the Trustee and, if applicable, the Certificate Registrar,
the Mortgage Note Custodian, and the Paying Agent at the time the notice
is
given to the certificate holders.
If
such
notice is given, CMSI will deposit in the certificate account or the account
designated by the Paying Agent, on the business day preceding the distribution
day for the final distribution, an amount equal to the final distribution
on the
certificates. Upon certification to the Trustee by an Authorized Officer
of CMSI
following such final deposit, and delivery by CMSI of an opinion of counsel
to
the effect that all conditions set forth in this section 9.1 have been met,
the
Trustee will promptly direct the Mortgage Note Custodian and CitiMortgage
to
release the related mortgage file to CMSI.
If
all of
the certificate holders do not surrender their certificates for cancellation
within six months after the date specified in the notice, the Trustee will
give
a second written notice to the remaining certificate holders to surrender
their
certificates for cancellation and receive the final distribution. If all
the
certificates have not been surrendered for cancellation within one year after
the second notice, the Trustee may take appropriate steps to contact the
remaining certificate holders concerning surrender of their certificates,
and
the cost thereof will be paid out of the funds and other assets which remain
subject hereto. Interest will not accrue for the period of any delay in the
payment of a certificate resulting from the failure of a holder to surrender
the
certificate in accordance with the notice.
10
General
provisions
10.1
Amendments
This
Agreement may be amended by the parties, without the consent of any of the
certificate holders,
· to
cure an ambiguity or inconsistency, or to correct a mistake,
· to
add provisions not inconsistent with this agreement,
· to
comply with any requirements imposed by the Internal Revenue Code,
· to
establish a “qualified reserve fund” within the meaning of Internal Revenue Code
Section 860G(a)(7)(B), or
· to
maintain the status of the Trust Fund as separate constituent
REMICs.
This
Agreement may also be amended by the parties, without certificate holder
consent, if CMSI or CitiMortgage delivers an opinion of counsel acceptable
to
the Trustee and the Insurer to the effect that the amendment will not materially
adversely
affect
the interests of the certificate holders or the Insurer.
The
Trustee will execute and deliver any amendment to this agreement provided
by
CMSI or CitiMortgage that conforms to the preceding two paragraphs, but the
Trustee need not enter into any such amendment that affects the Trustee’s own
rights, duties or immunities under this agreement or otherwise.
This
Agreement may also be amended by the parties to add, change or eliminate
provisions of this agreement, or to modify the rights of certificate holders;
with the consent of
1 the
holders of 2/3 of the certificates,
2 if
a class of certificates is affected materially and adversely by the amendment
in
a way that is different from the other affected classes, 2/3 of the certificates
of the differently affected class, and
3 the
Insurer if the Insurer is materially and adversely affected by the
amendment.
Approval
will be by percentage interest for residual certificates and by principal
balance for all other certificates.
In
connection with any such amendment, CMSI or CitiMortgage will deliver an
opinion
of counsel acceptable to the Trustee (x) identifying any class of certificates
that may be affected materially and adversely by the amendment in a way that
is
different from the other affected classes (or stating that there is no such
differently affected class) and (y) identifying any class whose certificate
holders would not be materially adversely affected by such
amendment.
Notwithstanding
the foregoing, no amendment will, without the consent of the holders of all
the
outstanding certificates
· reduce
or delay collections or payments received on mortgage loans or distributions
to
be made on any certificate, or
·
reduce the proportion required to consent to any such amendment.
Certificate
holders may consent to an amendment by approving the substance of the amendment
rather than the particular form of the proposed amendment. The Trustee may
prescribe reasonable requirements for the manner of obtaining and evidencing
such consents. Any proposed amendment is subject to the receipt by the Trustee
of a legal opinion, at the expense of the party proposing the amendment (or
at
the expense of the Trust Fund if proposed by the Trustee), that the amendment
will not cause any constituent REMIC to fail to qualify as a REMIC or subject
any constituent REMIC to tax.
Promptly
after the execution of any such amendment or such consent, the Trustee will
notify each certificate holder of the substance of the amendment or provide
the
holder with a copy of the amendment.
10.2
Recordation
of
Agreement
Any
manually signed copy of this agreement may be recorded in any appropriate
public
office for real property records in a county or other jurisdiction where
mortgaged properties are located, or any other appropriate public recording
office. CitiMortgage will effect such recordation at its expense upon the
Trustee’s request, acting at the direction of the holders of a majority by
percentage interest of the residual certificates. The request must be
accompanied by a legal opinion to the effect that the recording will materially
and beneficially affect the interests of the certificate holders.
10.3
Limitation
on rights of
certificate holders
A
certificate holder’s death or incapacity will not terminate this agreement or
the Trust Fund, nor entitle the certificate holder’s legal representatives or
heirs to claim an accounting or to take an action or commence a proceeding
in
any court for a
partition
or winding up of the Trust Fund, nor otherwise affect the rights, obligations
and liabilities of any party to this agreement.
No
certificate holder may vote (except as provided in section 10.1) or otherwise
control the operation and management of the Trust Fund or the obligations
of the
parties, nor will anything in this agreement or the certificates be construed
to
constitute the certificate holders as partners (except to the extent provided
in
Internal Revenue Code Section 860F(e) for holders of residual certificates)
or
members of an association; nor will a certificate holder be liable to any
third
person for any action taken by the parties to this agreement pursuant to
its
provisions.
A
certificate holder may not institute any suit, action or proceeding with
respect
to this agreement, unless
· the
holder has notified the Trustee of the continuance of an Event of
Default,
· the
holders of the Required Amount of certificates have requested the Trustee
to
institute such action, suit or proceeding in its own name as Trustee, and
have
offered the Trustee such reasonable indemnity as it requires against the
costs,
expenses and liabilities to be incurred, and
· the
Trustee, for 60 days after its receipt of the notice, request and offer of
indemnity, fails to institute any the action, suit or proceeding.
Each
certificate holder understands, and agrees with every other certificate holder
and the Trustee, that no certificate holders may under this agreement affect,
disturb or prejudice the rights of any other certificate holders, or obtain
priority over or preference to any such other holders, or enforce any right
under this agreement, except as provided in this agreement, and for the equal,
ratable and common benefit of all certificate holders. For the protection
and
enforcement of the provisions of this section 10.3, each certificate holder
and
the Trustee may seek such relief as can be given either at law or in
equity.
10.4
Governing
law
This
Agreement and the certificates will be governed by the laws of the State
of New
York, except that the immunities and standards of care of the Trustee will
be
governed by the law of the jurisdiction in which its corporate trust office
is
located.
10.5
Maintenance
of
REMICs
The
execution and delivery of this agreement will constitute an acknowledgment
by
each of CMSI and CitiMortgage on behalf of the certificate holders that it
intends hereby to establish and maintain (for federal income tax purposes)
one
or more “real estate mortgage investment conduits” within the meaning of
Internal Revenue Code Section 860D, and CMSI and CitiMortgage are hereby
granted
all necessary powers to further such intent.
10.6
Notices
Except
as
otherwise stated in this agreement, all communications relating to this
agreement including all demands and notices will be in writing and will be
deemed to have been duly given if personally delivered at or mailed by first
class mail, to a party at the address for notices set forth in the Series
Terms
or at such other address as the party designates in a written notice to each
other party. Any notice required or permitted to be mailed to a certificate
holder will be given by first class mail, postage prepaid, at the holder’s
address shown in the Certificate Register. Any notice so mailed within the
time
prescribed in this agreement will be conclusively presumed to have been duly
given, whether or not the certificate holder
receives
the notice. Notices to the Trustee will be effective only upon
receipt.
10.7
Severability
of
provisions
If
a
provision of this agreement is held invalid, then such provisions will be
deemed
severable from the remaining provisions of this agreement and will in no
way
affect the validity or enforceability of the other provisions, or of the
certificates or the rights of their holders.
10.8
Assignment
Notwithstanding
anything to the contrary in this agreement, except as provided in sections
4.2,
4.3 and 4.5, CMSI or CitiMortgage may not assign this agreement without the
prior consent of the Trustee and the holders of 2/3 of the outstanding
certificates and 2/3 of the percentage interests of the outstanding residual
certificates.
10.9
Certificates
nonassessable
and fully paid
It
is the
intention of the Trustee that the certificate holders will not be personally
liable for obligations of the Trust Fund, that the interests represented
by the
certificates will be nonassessable for any losses or expenses of the Trust
Fund
or for any reason whatsoever, and that the certificates upon authentication
thereof by the Trustee pursuant to section 2.5 are and will be deemed fully
paid.
11
Depositories
11.1
Depositories
CitiMortgage
may transfer the certificate account, buydown account, if any, escrow account,
custodial accounts for P&I or servicing account to a bank, savings and loan
association or trust company organized under the laws of the United States
or
any State thereof (an “eligible depository”). Upon such transfer, such
transferee bank, savings and loan association or trust company will be deemed
to
be a Depository for the transferred account or accounts.
For
a
Depository of the certificate account, buydown account, escrow account,
custodial accounts for P&I or servicing account to satisfy the “rating
requirement”
· its
long-term debt obligations must be rated at least “A” by Fitch if Fitch is a
rating agency, and
· its
short-term debt obligations are rated at least “A-1+” by S&P if S&P is a
rating agency, “F-1” by Fitch if Fitch is a rating agency, and “P-1” by Moody’s
if Moody’s is a rating agency.
If
a
Depository ceases to satisfy the rating requirement, then within five business
days after such cessation, CitiMortgage will
(A)
transfer or direct the Trustee to transfer the certificate account, buydown
account, escrow account, custodial accounts for P&I or servicing account to
an eligible depository that satisfies the rating requirements,
(B)
establish another account in the corporate trust department of the Trustee
or if
such Trustee satisfies the rating requirements, in any department of the
Trustee
(the “alternative certificate account,” “alternative buydown account,”
“alternative escrow account,” “alternative custodial accounts for P&I,” or
“alternative servicing account,” as the case may be) and transfer the funds from
the buydown account to the alternative buydown account, direct CitiMortgage
or a
third-party servicer, as applicable, to remit in accordance with this agreement
any funds deposited into the servicing account, escrow account or custodial
accounts for P&I to the alternative servicing account, alternative
escrow
account
or alternative custodial account for P&I, respectively, and direct
CitiMortgage to remit in accordance with this agreement any funds deposited
into
the certificate account to the alternative certificate account,
(C)
(i)
cause the Depository to pledge securities in the manner provided by applicable
law or (ii) pledge or cause to be pledged securities, which will be held
by the
Trustee or its agent free and clear of the lien of any third party, in a
manner
conferring on the Trustee a perfected first lien and otherwise reasonably
satisfactory to the Trustee; such pledge in either case to secure the
Depository’s performance of its obligations in respect of the certificate
account, buydown account, escrow account, custodial accounts for P&I or
servicing account to the extent, if any, that such obligation is not fully
insured by the FDIC; provided, however, that prior to the day
a Depository or CitiMortgage, as the case may be, pledges securities pursuant
to
this subsection (C), CitiMortgage, any Insurer and the Trustee have received
the
written assurance of each rating agency that the pledging of such securities
and
any arrangements or agreements relating thereto will not result in a reduction
or withdrawal of the then-current rating of any class of certificates (for
any
insured class certificates, without reference to any certificate insurance
policy),
(D)
establish an account or accounts or enter into an agreement so that the existing
certificate account, buydown account, escrow account, custodial accounts
for
P&I or servicing account is supported by a letter of credit or some other
form of credit support, which issuer of such letter of credit or other form
of
credit support has a long-term and short-term debt rating at least equal
to the
rating requirements; provided, however, that prior to the
establishment of such an account or the entering into of such an agreement,
CitiMortgage, any Insurer and the Trustee receive written assurance from
each
rating agency that the establishment of such an account or the entering into
of
such an agreement so that the existing certificate account, buydown account
or
servicing account is supported by a letter of credit or some other form of
credit support will not result in a reduction or withdrawal of the then-current
rating of any class of certificates (for an insured class certificates, without
reference to a certificate insurance policy),
(E)
establish another account which constitutes an Eligible Account, or
(F)
make
such other arrangements as to which CitiMortgage, any Insurer and the Trustee
have received prior written assurance from each rating agency that such
arrangement will not result in a reduction or withdrawal of the then-current
rating of any class of certificates.
If
the
rating on a class of certificates has been downgraded as a result of a rating
downgrade of the Depository, for purposes of this paragraph, the then-current
rating on such class of certificates will be the rating assigned to the class
of
certificates prior to any such downgrade (for any insured class certificates,
without reference to any certificate insurance policy).
SIGNATURES
AND ACKNOWLEDGMENTS
Citicorp
Mortgage Securities, Inc.
By: /s/
Daniel P.
Hoffman
Daniel
P.
Hoffman
President
|
State
of Missouri
|
)
|
| |
)
ss.:
|
|
County
of St. Charles
|
)
|
On
the
25th day of June 2007 before me, a notary public in and for the State of
Missouri, personally appeared Daniel P. Hoffman, known to me who, being by
me
duly sworn, did depose and say that he is President of Citicorp Mortgage
Securities, Inc., one of the parties that executed the foregoing instrument;
and
that he signed his name thereto by authority of the Board of Directors of
said
corporation.
Notary
Public
[Notarial
Seal]
CitiMortgage,
Inc.
By: /s/
Deborah A.
Snow
Deborah
A. Snow
Vice
President
|
State
of Missouri
|
)
|
| |
)
ss.:
|
|
County
of St. Charles
|
)
|
On
the
25th day of June 2007 before me, a notary public in and for the State of
Missouri, personally appeared Deborah A. Snow, known to me who, being by
me duly
sworn, did depose and say that she is Vice President of CitiMortgage, Inc.,
one
of the parties that executed the foregoing instrument; and that she signed
her
name thereto by authority of the Board of Directors of said
corporation.
Notary
Public
[Notarial
Seal]
U.S.
Bank National Association,
in
its
individual capacity and as Trustee
By: /s/
Maryellen
Hunter
|
Commonwealth
of Massachusetts
|
)
|
| |
)
ss.:
|
|
County
of Suffolk
|
)
|
On
the
25thday of June 2007 before me, a notary public in and for the Commonwealth
of
Massachusetts, personally appeared Maryellen Hunter known to me who, being
by me
duly sworn, did depose and say that he/she is Assistant Vice President of
U.S.
Bank National Association, a national banking association, one of the parties
that executed the foregoing instrument; and that he/she signed his/her name
thereto by authority of the Board of Directors of said bank.
/s/
Alfred E. Charette,
III
Notary
Public
[Notarial
Seal]
Citibank,
N.A.,
in
its
individual capacity and as Paying Agent, Certificate Registrar and
Authenticating Agent
By: /s/
Nancy
Forte
Nancy
Forte
|
State
of New York
|
)
|
| |
)
ss.:
|
|
County
of New York
|
)
|
On
the
25th day of June 2007 before me, a notary public in and for the State of
New
York, personally appeared Nancy Forte known to me who, being by me duly sworn,
did depose and say that he/she is Assistant Vice President of Citibank, N.A.,
a
national banking association, one of the parties that executed the foregoing
instrument; and that he/she signed his/her name thereto by authority of the
Board of Directors of said bank.
Notary
Public
[Notarial
Seal]
SCHEDULE
1
SERVICING
CRITERIA TO BE ADDRESSED IN REPORT ON ASSESSMENT OF
COMPLIANCE
|
Regulation
AB reference
|
Servicing
criteria
|
Responsible
person(s)
|
| |
General
servicing considerations
|
|
|
1122(d)(1)(i)
|
Policies
and procedures are instituted to monitor any performance or other
triggers
and events of default in accordance with the transaction
agreements.
|
CitiMortgage
|
|
1122(d)(1)(ii)
|
If
any material servicing activities are outsourced to third parties,
policies and procedures are instituted to monitor the third party’s
performance and compliance with such servicing activities.
|
CitiMortgage
|
|
1122(d)(1)(iii)
|
Any
requirements in the transaction agreements to maintain a back-up
servicer
for the Pool Assets are maintained.
|
CitiMortgage
|
|
1122(d)(1)(iv)
|
A
fidelity bond and errors and omissions policy is in effect on the
party
participating in the servicing function throughout the reporting
period in
the amount of coverage required by and otherwise in accordance
with the
terms of the transaction agreements.
|
CitiMortgage
|
| |
Cash
collection and administration
|
|
|
1122(d)(2)(i)
|
Payments
on pool assets are deposited into the appropriate custodial bank
accounts
and related bank clearing accounts no more than two business days
following receipt, or such other number of days specified in the
transaction agreements.
|
CitiMortgage
|
|
1122(d)(2)(ii)
|
Disbursements
made via wire transfer on behalf of an obligor or to an investor
are made
only by authorized personnel.
|
CitiMortgage
Citibank,
N.A., as Paying Agent
|
|
1122(d)(2)(iii)
|
Advances
of funds or guarantees regarding collections, cash flows or distributions,
and any interest or other fees charged for such advances, are made,
reviewed and approved as specified in the transaction
agreements.
|
CitiMortgage
Citibank,
N.A., as Paying Agent
|
|
1122(d)(2)(iv)
|
The
related accounts for the transaction, such as cash reserve accounts
or
accounts established as a form of over collateralization, are separately
maintained (e.g., with respect to commingling of cash) as set forth
in the
transaction agreements.
|
CitiMortgage
Citibank,
N.A., as Paying Agent
|
Schedule
1-1
|
1122(d)(2)(v)
|
Each
custodial account is maintained at a federally insured depository
institution as set forth in the transaction agreements. For purposes
of
this criterion, “federally insured depository institution” with respect to
a foreign financial institution means a foreign financial institution
that
meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange
Act.
|
CitiMortgage
Citibank,
N.A., as Paying Agent
|
|
1122(d)(2)(vi)
|
Unissued
checks are safeguarded so as to prevent unauthorized access.
|
CitiMortgage
Citibank,
N.A., as Paying Agent
|
|
1122(d)(2)(vii)
|
Reconciliations
are prepared on a monthly basis for all asset-backed securities
related
bank accounts, including custodial accounts and related bank clearing
accounts. These reconciliations are (A) mathematically accurate;
(B)
prepared within 30 calendar days after the bank statement cutoff
date, or
such other number of days specified in the transaction agreements;
(C)
reviewed and approved by someone other than the person who prepared
the
reconciliation; and (D) contain explanations for reconciling items.
These
reconciling items are resolved within 90 calendar days of their
original
identification, or such other number of days specified in the transaction
agreements.
|
CitiMortgage
Citibank,
N.A., as Paying Agent
|
| |
Investor
remittances and reporting
|
|
|
1122(d)(3)(i)
|
Reports
to investors, including those to be filed with the Commission,
are
maintained in accordance with the transaction agreements and applicable
Commission requirements. Specifically, such reports (A) are prepared
in
accordance with timeframes and other terms set forth in the transaction
agreements; (B) provide information calculated in accordance with
the
terms specified in the transaction agreements; (C) are filed with
the
Commission as required by its rules and regulations; and (D) agree
with
investors’ or the trustee’s records as to the total unpaid principal
balance and number of Pool Assets serviced by the Servicer.
|
CitiMortgage
|
|
1122(d)(3)(ii)
|
Amounts
due to investors are allocated and remitted in accordance with
timeframes,
distribution priority and other terms set forth in the transaction
agreements.
|
CitiMortgage
Citibank,
N.A., as Paying Agent
|
|
1122(d)(3)(iii)
|
Disbursements
made to an investor are posted within two business days to the
Servicer’s
investor records, or such other number of days specified in the
transaction agreements.
|
CitiMortgage
Citibank,
N.A., as Paying Agent
|
|
1122(d)(3)(iv)
|
Amounts
remitted to investors per the investor reports agree with cancelled
checks, or other form of payment, or custodial bank
statements.
|
CitiMortgage
Citibank,
N.A., as Paying Agent
|
Schedule
1-2
| |
Pool
asset administration
|
|
|
1122(d)(4)(i)
|
Collateral
or security on pool assets is maintained as required by the transaction
agreements or related pool asset documents.
|
CitiMortgage
Citibank,
N.A., as Custodian
|
|
1122(d)(4)(ii)
|
Pool
assets and related documents are safeguarded as required by the
transaction agreements
|
Citibank,
N.A., as Custodian
|
|
1122(d)(4)(iii)
|
Any
additions, removals or substitutions to the asset pool are made,
reviewed
and approved in accordance with any conditions or requirements
in the
transaction agreements.
|
CitiMortgage
|
|
1122(d)(4)(iv)
|
Payments
on pool assets, including any payoffs, made in accordance with
the related
pool asset documents are posted to the Servicer’s obligor records
maintained no more than two business days after receipt, or such
other
number of days specified in the transaction agreements, and allocated
to
principal, interest or other items (e.g., escrow) in accordance
with the
related pool asset documents.
|
CitiMortgage
|
|
1122(d)(4)(v)
|
The
Servicer’s records regarding the pool assets agree with the Servicer’s
records with respect to an obligor’s unpaid principal
balance.
|
CitiMortgage
|
|
1122(d)(4)(vi)
|
Changes
with respect to the terms or status of an obligor's pool assets
(e.g.,
loan modifications or re-agings) are made, reviewed and approved
by
authorized personnel in accordance with the transaction agreements
and
related pool asset documents.
|
CitiMortgage
|
|
1122(d)(4)(vii)
|
Loss
mitigation or recovery actions (e.g., forbearance plans, modifications
and
deeds in lieu of foreclosure, foreclosures and repossessions, as
applicable) are initiated, conducted and concluded in accordance
with the
timeframes or other requirements established by the transaction
agreements.
|
CitiMortgage
|
|
1122(d)(4)(viii)
|
Records
documenting collection efforts are maintained during the period
a pool
asset is delinquent in accordance with the transaction agreements.
Such
records are maintained on at least a monthly basis, or such other
period
specified in the transaction agreements, and describe the entity’s
activities in monitoring delinquent pool assets including, for
example,
phone calls, letters and payment rescheduling plans in cases where
delinquency is deemed temporary (e.g., illness or
unemployment).
|
CitiMortgage
|
|
1122(d)(4)(ix)
|
Adjustments
to interest rates or rates of return for pool assets with variable
rates
are computed based on the related pool asset documents.
|
CitiMortgage
|
Schedule
1-3
|
1122(d)(4)(x)
|
Regarding
any funds held in trust for an obligor (such as escrow accounts):
(A) such
funds are analyzed, in accordance with the obligor’s pool asset documents,
on at least an annual basis, or such other period specified in
the
transaction agreements; (B) interest on such funds is paid, or
credited,
to obligors in accordance with applicable pool asset documents
and state
laws; and (C) such funds are returned to the obligor within 30
calendar
days of full repayment of the related pool assets, or such other
number of
days specified in the transaction agreements.
|
CitiMortgage
|
|
1122(d)(4)(xi)
|
Payments
made on behalf of an obligor (such as tax or insurance payments)
are made
on or before the related penalty or expiration dates, as indicated
on the
appropriate bills or notices for such payments, provided that such
support
has been received by the servicer at least 30 calendar days prior
to these
dates, or such other number of days specified in the transaction
agreements.
|
CitiMortgage
|
|
1122(d)(4)(xii)
|
Any
late payment penalties in connection with any payment to be made
on behalf
of an obligor are paid from the Servicer’s funds and not charged to the
obligor, unless the late payment was due to the obligor’s error or
omission.
|
CitiMortgage
|
|
1122(d)(4)(xiii)
|
Disbursements
made on behalf of an obligor are posted within two business days
to the
obligor’s records maintained by the servicer, or such other number of days
specified in the transaction agreements.
|
CitiMortgage
|
|
1122(d)(4)(xiv)
|
Delinquencies,
charge-offs and uncollectible accounts are recognized and recorded
in
accordance with the transaction agreements.
|
CitiMortgage
|
|
1122(d)(4)(xv)
|
Any
external enhancement or other support, identified in Item 1114(a)(1)
through (3) or Item 1115 of Regulation AB, is maintained as set
forth in
the transaction agreements.
|
CitiMortgage
Citibank,
N.A., as Paying Agent
|
Schedule
1-4
SCHEDULE
PAC
|
Distribution
day in
|
Class
IA-15 planned balance
|
|
Initial
|
$35,573,000.00
|
|
July
2007
|
35,506,000.48
|
|
August
2007
|
35,423,181.78
|
|
September
2007
|
35,324,909.48
|
|
October
2007
|
35,211,207.41
|
|
November
2007
|
35,082,109.23
|
|
December
2007
|
34,937,658.44
|
|
January
2008
|
34,777,908.38
|
|
February
2008
|
34,602,922.21
|
|
March
2008
|
34,412,772.88
|
|
April
2008
|
34,207,543.12
|
|
May
2008
|
33,987,325.36
|
|
June
2008
|
33,752,221.69
|
|
July
2008
|
33,502,343.81
|
|
August
2008
|
33,237,812.92
|
|
September
2008
|
32,958,759.67
|
|
October
2008
|
32,665,324.02
|
|
November
2008
|
32,357,655.19
|
|
December
2008
|
32,035,911.48
|
|
January
2009
|
31,700,260.18
|
|
February
2009
|
31,350,877.42
|
|
March
2009
|
30,987,948.03
|
|
April
2009
|
30,611,665.38
|
|
May
2009
|
30,222,231.22
|
|
June
2009
|
29,819,855.49
|
|
July
2009
|
29,404,756.13
|
|
August
2009
|
28,977,158.94
|
|
September
2009
|
28,537,297.29
|
|
October
2009
|
28,085,412.01
|
|
November
2009
|
27,623,084.63
|
|
December
2009
|
27,163,819.99
|
|
January
2010
|
26,707,598.36
|
|
February
2010
|
26,254,400.14
|
|
March
2010
|
25,804,205.85
|
|
April
2010
|
25,356,996.14
|
|
May
2010
|
24,912,751.80
|
|
June
2010
|
24,471,453.72
|
|
July
2010
|
24,033,082.93
|
|
August
2010
|
23,597,620.59
|
|
September
2010
|
23,165,047.96
|
|
October
2010
|
22,735,346.46
|
|
November
2010
|
22,308,497.59
|
|
December
2010
|
21,884,482.99
|
|
January
2011
|
21,463,284.42
|
|
February
2011
|
21,044,883.77
|
Schedule
PAC page 1
|
Distribution
day in
|
Class
IA-15 planned balance
|
|
March
2011
|
20,629,263.02
|
|
April
2011
|
20,216,404.29
|
|
May
2011
|
19,806,289.81
|
|
June
2011
|
19,398,901.92
|
|
July
2011
|
18,994,223.10
|
|
August
2011
|
18,592,235.90
|
|
September
2011
|
18,192,923.04
|
|
October
2011
|
17,796,267.29
|
|
November
2011
|
17,402,251.59
|
|
December
2011
|
17,010,858.96
|
|
January
2012
|
16,622,072.53
|
|
February
2012
|
16,235,875.55
|
|
March
2012
|
15,852,251.39
|
|
April
2012
|
15,471,183.50
|
|
May
2012
|
15,092,655.46
|
|
June
2012
|
14,716,650.95
|
|
July
2012
|
14,369,882.61
|
|
August
2012
|
14,025,561.74
|
|
September
2012
|
13,683,672.42
|
|
October
2012
|
13,344,198.83
|
|
November
2012
|
13,007,125.24
|
|
December
2012
|
12,672,436.05
|
|
January
2013
|
12,340,115.73
|
|
February
2013
|
12,010,148.89
|
|
March
2013
|
11,682,520.20
|
|
April
2013
|
11,357,214.47
|
|
May
2013
|
11,034,216.57
|
|
June
2013
|
10,713,511.49
|
|
July
2013
|
10,401,977.91
|
|
August
2013
|
10,092,665.26
|
|
September
2013
|
9,785,558.90
|
|
October
2013
|
9,480,644.30
|
|
November
2013
|
9,177,907.04
|
|
December
2013
|
8,877,332.76
|
|
January
2014
|
8,578,907.23
|
|
February
2014
|
8,282,616.28
|
|
March
2014
|
7,988,445.87
|
|
April
2014
|
7,696,382.01
|
|
May
2014
|
7,406,410.84
|
|
June
2014
|
7,118,518.57
|
|
July
2014
|
6,845,924.91
|
|
August
2014
|
6,576,959.15
|
|
September
2014
|
6,313,220.87
|
|
October
2014
|
6,054,615.65
|
|
November
2014
|
5,801,050.72
|
|
December
2014
|
5,552,434.88
|
Schedule
PAC page 2
|
Distribution
day in
|
Class
IA-15 planned balance
|
|
January
2015
|
5,308,678.54
|
|
February
2015
|
5,069,693.67
|
|
March
2015
|
4,835,393.76
|
|
April
2015
|
4,605,693.81
|
|
May
2015
|
4,380,510.29
|
|
June
2015
|
4,159,761.14
|
|
July
2015
|
3,970,452.07
|
|
August
2015
|
3,784,746.08
|
|
September
2015
|
3,602,577.39
|
|
October
2015
|
3,423,881.41
|
|
November
2015
|
3,248,594.67
|
|
December
2015
|
3,076,654.85
|
|
January
2016
|
2,908,000.73
|
|
February
2016
|
2,742,572.16
|
|
March
2016
|
2,580,310.08
|
|
April
2016
|
2,421,156.47
|
|
May
2016
|
2,265,054.34
|
|
June
2016
|
2,111,947.72
|
|
July
2016
|
1,984,633.84
|
|
August
2016
|
1,859,486.93
|
|
September
2016
|
1,736,470.58
|
|
October
2016
|
1,615,548.98
|
|
November
2016
|
1,496,686.93
|
|
December
2016
|
1,379,849.79
|
|
January
2017
|
1,265,003.54
|
|
February
2017
|
1,152,114.69
|
|
March
2017
|
1,041,150.32
|
|
April
2017
|
932,078.06
|
|
May
2017
|
824,424.54
|
|
June
2017
|
713,232.77
|
|
July
2017
|
603,998.62
|
|
August
2017
|
496,688.48
|
|
September
2017
|
391,269.35
|
|
October
2017
|
287,708.77
|
|
November
2017
|
185,974.81
|
|
December
2017
|
86,036.12
|
|
January
2018
|
0.00
|
Schedule
PAC page 3
SCHEDULE
TAC
|
Distribution
day in
|
Class
IA-16 targeted balance
|
|
Initial
|
20,000,000.00
|
|
July
2007
|
19,993,218.43
|
|
August
2007
|
19,986,756.28
|
|
September
2007
|
19,980,261.82
|
|
October
2007
|
19,973,734.88
|
|
November
2007
|
19,967,175.31
|
|
December
2007
|
19,960,582.95
|
|
January
2008
|
19,953,957.62
|
|
February
2008
|
19,947,299.17
|
|
March
2008
|
19,940,607.42
|
|
April
2008
|
19,933,882.21
|
|
May
2008
|
19,927,123.38
|
|
June
2008
|
19,920,330.76
|
|
July
2008
|
19,913,504.17
|
|
August
2008
|
19,906,643.45
|
|
September
2008
|
19,899,748.42
|
|
October
2008
|
19,892,818.92
|
|
November
2008
|
19,885,854.77
|
|
December
2008
|
19,878,855.81
|
|
January
2009
|
19,871,821.84
|
|
February
2009
|
19,864,752.71
|
|
March
2009
|
19,857,648.23
|
|
April
2009
|
19,850,508.23
|
|
May
2009
|
19,843,332.53
|
|
June
2009
|
19,836,120.95
|
|
July
2009
|
19,828,873.31
|
|
August
2009
|
19,821,589.44
|
|
September
2009
|
19,814,269.14
|
|
October
2009
|
19,806,912.25
|
|
November
2009
|
19,799,518.56
|
|
December
2009
|
19,792,087.92
|
|
January
2010
|
19,784,620.11
|
|
February
2010
|
19,777,114.97
|
|
March
2010
|
19,769,572.30
|
|
April
2010
|
19,761,991.92
|
|
May
2010
|
19,754,373.64
|
|
June
2010
|
19,746,717.27
|
|
July
2010
|
19,739,022.61
|
|
August
2010
|
19,731,289.48
|
|
September
2010
|
19,723,517.69
|
|
October
2010
|
19,715,707.03
|
|
November
2010
|
19,707,857.33
|
|
December
2010
|
19,699,968.37
|
|
January
2011
|
19,692,039.97
|
Schedule
TAC page 1
|
Distribution
day in
|
Class
IA-16 targeted balance
|
|
February
2011
|
19,684,071.93
|
|
March
2011
|
19,676,064.05
|
|
April
2011
|
19,668,016.12
|
|
May
2011
|
19,659,927.96
|
|
June
2011
|
19,651,799.36
|
|
July
2011
|
19,643,630.12
|
|
August
2011
|
19,635,420.02
|
|
September
2011
|
19,627,168.88
|
|
October
2011
|
19,618,876.48
|
|
November
2011
|
19,610,542.62
|
|
December
2011
|
19,602,167.10
|
|
January
2012
|
19,593,749.69
|
|
February
2012
|
19,585,290.20
|
|
March
2012
|
19,576,788.40
|
|
April
2012
|
19,568,244.10
|
|
May
2012
|
19,559,657.08
|
|
June
2012
|
19,551,027.13
|
|
July
2012
|
19,542,354.02
|
|
August
2012
|
19,533,637.55
|
|
September
2012
|
19,524,877.49
|
|
October
2012
|
19,516,073.64
|
|
November
2012
|
19,507,225.76
|
|
December
2012
|
19,498,333.65
|
|
January
2013
|
19,489,397.08
|
|
February
2013
|
19,480,415.82
|
|
March
2013
|
19,471,389.66
|
|
April
2013
|
19,462,318.36
|
|
May
2013
|
19,453,201.71
|
|
June
2013
|
19,444,039.48
|
|
July
2013
|
19,434,831.44
|
|
August
2013
|
19,425,577.35
|
|
September
2013
|
19,416,276.99
|
|
October
2013
|
19,406,930.14
|
|
November
2013
|
19,397,536.55
|
|
December
2013
|
19,388,095.99
|
|
January
2014
|
19,378,608.22
|
|
February
2014
|
19,369,073.02
|
|
March
2014
|
19,359,490.15
|
|
April
2014
|
19,349,859.36
|
|
May
2014
|
19,340,180.41
|
|
June
2014
|
19,330,453.07
|
|
July
2014
|
19,320,677.09
|
|
August
2014
|
19,309,167.67
|
|
September
2014
|
19,294,311.88
|
|
October
2014
|
19,276,190.96
|
|
November
2014
|
19,254,884.53
|
Schedule
TAC page 2
|
Distribution
day in
|
Class
IA-16 targeted balance
|
|
December
2014
|
19,230,470.74
|
|
January
2015
|
19,203,026.22
|
|
February
2015
|
19,172,626.11
|
|
March
2015
|
19,139,344.13
|
|
April
2015
|
19,103,252.56
|
|
May
2015
|
19,064,422.29
|
|
June
2015
|
19,022,922.82
|
|
July
2015
|
18,964,231.68
|
|
August
2015
|
18,903,541.49
|
|
September
2015
|
18,840,906.62
|
|
October
2015
|
18,776,380.33
|
|
November
2015
|
18,710,014.79
|
|
December
2015
|
18,641,861.15
|
|
January
2016
|
18,571,969.49
|
|
February
2016
|
18,500,388.90
|
|
March
2016
|
18,427,167.47
|
|
April
2016
|
18,352,352.29
|
|
May
2016
|
18,275,989.50
|
|
June
2016
|
18,198,124.31
|
|
July
2016
|
18,107,555.31
|
|
August
2016
|
18,016,132.79
|
|
September
2016
|
17,923,884.00
|
|
October
2016
|
17,830,835.62
|
|
November
2016
|
17,737,013.80
|
|
December
2016
|
17,642,444.18
|
|
January
2017
|
17,547,151.83
|
|
February
2017
|
17,451,161.35
|
|
March
2017
|
17,354,496.83
|
|
April
2017
|
17,257,181.85
|
|
May
2017
|
17,157,798.72
|
|
June
2017
|
17,040,246.64
|
|
July
2017
|
16,922,139.24
|
|
August
2017
|
16,803,500.30
|
|
September
2017
|
16,684,353.09
|
|
October
2017
|
16,564,720.37
|
|
November
2017
|
16,444,624.45
|
|
December
2017
|
16,324,087.10
|
|
January
2018
|
16,190,991.53
|
|
February
2018
|
15,973,194.72
|
|
March
2018
|
15,756,723.40
|
|
April
2018
|
15,541,568.24
|
|
May
2018
|
15,327,719.95
|
|
June
2018
|
15,115,169.32
|
|
July
2018
|
14,903,907.17
|
|
August
2018
|
14,693,924.39
|
|
September
2018
|
14,485,211.94
|
Schedule
TAC page 3
|
Distribution
day in
|
Class
IA-16 targeted balance
|
|
October
2018
|
14,277,760.81
|
|
November
2018
|
14,071,562.05
|
|
December
2018
|
13,866,606.77
|
|
January
2019
|
13,662,886.14
|
|
February
2019
|
13,460,391.38
|
|
March
2019
|
13,259,113.75
|
|
April
2019
|
13,059,044.57
|
|
May
2019
|
12,860,175.22
|
|
June
2019
|
12,662,497.14
|
|
July
2019
|
12,466,001.79
|
|
August
2019
|
12,270,680.71
|
|
September
2019
|
12,076,525.49
|
|
October
2019
|
11,883,527.75
|
|
November
2019
|
11,691,679.17
|
|
December
2019
|
11,500,971.50
|
|
January
2020
|
11,311,396.52
|
|
February
2020
|
11,122,946.05
|
|
March
2020
|
10,935,611.98
|
|
April
2020
|
10,749,386.24
|
|
May
2020
|
10,564,260.81
|
|
June
2020
|
10,380,227.72
|
|
July
2020
|
10,197,279.03
|
|
August
2020
|
10,015,406.88
|
|
September
2020
|
9,834,603.43
|
|
October
2020
|
9,654,860.90
|
|
November
2020
|
9,476,171.55
|
|
December
2020
|
9,298,527.68
|
|
January
2021
|
9,121,921.66
|
|
February
2021
|
8,946,345.88
|
|
March
2021
|
8,771,792.79
|
|
April
2021
|
8,598,254.87
|
|
May
2021
|
8,425,724.66
|
|
June
2021
|
8,254,194.75
|
|
July
2021
|
8,083,657.75
|
|
August
2021
|
7,914,106.32
|
|
September
2021
|
7,745,533.18
|
|
October
2021
|
7,577,931.09
|
|
November
2021
|
7,411,292.82
|
|
December
2021
|
7,245,611.23
|
|
January
2022
|
7,080,879.19
|
|
February
2022
|
6,917,089.63
|
|
March
2022
|
6,754,235.50
|
|
April
2022
|
6,592,309.81
|
|
May
2022
|
6,431,305.61
|
|
June
2022
|
6,271,215.97
|
|
July
2022
|
6,112,034.04
|
Schedule
TAC page 4
|
Distribution
day in
|
Class
IA-16 targeted balance
|
|
August
2022
|
5,953,752.97
|
|
September
2022
|
5,796,365.97
|
|
October
2022
|
5,639,866.28
|
|
November
2022
|
5,484,247.20
|
|
December
2022
|
5,329,502.04
|
|
January
2023
|
5,175,624.16
|
|
February
2023
|
5,022,606.98
|
|
March
2023
|
4,870,443.91
|
|
April
2023
|
4,719,128.46
|
|
May
2023
|
4,568,654.12
|
|
June
2023
|
4,419,014.45
|
|
July
2023
|
4,270,203.04
|
|
August
2023
|
4,122,213.52
|
|
September
2023
|
3,975,039.54
|
|
October
2023
|
3,828,674.81
|
|
November
2023
|
3,683,113.06
|
|
December
2023
|
3,538,348.05
|
|
January
2024
|
3,394,373.61
|
|
February
2024
|
3,251,183.57
|
|
March
2024
|
3,108,771.80
|
|
April
2024
|
2,967,132.21
|
|
May
2024
|
2,826,258.76
|
|
June
2024
|
2,686,145.42
|
|
July
2024
|
2,546,786.20
|
|
August
2024
|
2,408,175.16
|
|
September
2024
|
2,270,306.37
|
|
October
2024
|
2,133,173.94
|
|
November
2024
|
1,996,772.04
|
|
December
2024
|
1,861,094.82
|
|
January
2025
|
1,726,136.52
|
|
February
2025
|
1,591,891.37
|
|
March
2025
|
1,458,353.65
|
|
April
2025
|
1,325,517.68
|
|
May
2025
|
1,193,377.78
|
|
June
2025
|
1,061,928.33
|
|
July
2025
|
931,163.75
|
|
August
2025
|
801,078.45
|
|
September
2025
|
671,666.91
|
|
October
2025
|
542,923.62
|
|
November
2025
|
414,843.10
|
|
December
2025
|
287,419.92
|
|
January
2026
|
160,648.66
|
|
February
2026
|
34,523.93
|
|
March
2026
|
0.00
|
Schedule
TAC page 5
APPENDIX
1
TRANSFEREE’S
AFFIDAVIT
Transferee’s
Affidavit
Affidavit
Pursuant to Section
860e(E)(4)
of the Internal
Revenue
Code of 1986, As Amended
STATE
OF )
):
COUNTY
OF )
[___________],
being first duly sworn, deposes and says:
1. That
he is [______________] of [_____________] (the “Investor”), a [state type of
entity] duly organized and existing under the laws of the [State of
____________] [United States], on behalf of which he makes this
affidavit.
2. That
the Investor’s Taxpayer Identification Number is [______________].
3. That
the Investor is not a “disqualified organization” within the meaning of Section
860E(e)(5) of the Internal Revenue Code of 1986, as amended (the “Internal
Revenue Code”) or an ERISA Prohibited holder, and will not be a “disqualified
organization” or an ERISA Prohibited holder as of [______, _______], and that
the Investor is not acquiring a CMALT (CitiMortgage Alternative Loan Trust),
Series 200[ ]-A[ ] REMIC Pass-Through Certificates,
class [PR][LR][R] certificates (the “residual certificates”) for the account of,
or as agent (including a broker, nominee or other middleman) for, any person
or
entity from which it has not received an affidavit substantially in the form
of
this affidavit. For these purposes, a “disqualified organization” means the
United States, any state or political subdivision thereof, any foreign
governments any international organization, any agency or instrumentality
of any
of the foregoing (other than an instrumentality if all of its activities
are
subject to tax and a majority of its board of directors is not appointed
by such
governmental entity), any cooperative organization furnishing electric energy
or
providing telephone service to persons in rural areas described in Internal
Revenue Code Section 1381(a)(2)(C), or any organization (other than a farmers’
cooperative described in Internal Revenue Code Section 521) that is exempt
from
federal income tax unless such organization is subject to the tax on unrelated
business income imposed by Internal Revenue Code Section 511. For these
purposes, an “ERISA Prohibited holder” means an employee benefit plan the
investment of which is regulated under Section 406 of the Employee Retirement
Income Security Act of 1974, as amended, or Internal Revenue Code Section
4975
or a governmental plan, as defined in Section 3(32) of ERISA, subject to
any
federal, state or local law which is, to a material extent, similar to the
foregoing provisions of ERISA or the Internal Revenue Code (collectively,
a
“Plan”) or a person investing the assets of a Plan.
4. That
the Investor historically has paid its debts as they have come due and intends
to pay its debts as they come due in the future and the Investor intends
to pay
taxes associated with holding the residual certificates as they become
due.
5. That
the Investor will not cause the income with respect to the residual certificates
to be attributable to a foreign permanent establishment or fixed base, within
the meaning of an applicable income tax treaty, of the Investor or any other
person.
6. That
the Investor understands that it may incur tax liabilities with respect to
the
residual certificates in excess of cash flows generated by the residual
certificates.
7. That
the Investor will not transfer the residual certificates to any person or
entity
as to which the Investor has actual knowledge that the requirements set forth
in
paragraphs 3, 4, 5 or 8 are not satisfied or that the Investor has reason
to
know does not satisfy the requirements set forth in paragraph 4.
Appendix
1 page 1
8. That
the Investor (i) is not a Non-U.S. person or (ii) is a Non-U.S. person that
holds the residual certificates in connection with the conduct of a trade
or
business within the United States and has furnished the transferor and the
Trustee with an effective Internal Revenue Service Form W-8ECI or (iii) is
a
Non-U.S. person that has delivered to both the transferor and the Trustee
an
opinion of a nationally recognized tax counsel to the effect that the transfer
of the residual certificates to it is in accordance with the requirements
of the
Internal Revenue Code and the regulations promulgated thereunder and that
such
transfer of the residual certificates will not be disregarded for federal
income
tax purposes. “Non-U.S. person” will mean an individual, corporation,
partnership or other person other than a “U.S. person.” “U.S. person” will mean
a citizen or resident of the United States, a corporation, partnership (except
to the extent provided in applicable Treasury regulations) or other entity
created or organized in or under the laws of the United States or any political
subdivision thereof, an estate that is subject to U.S. federal income tax
regardless of the source of its income or a trust if a court within the United
States is able to exercise primary supervision over the administration of
such
trust, and one or more such U.S. persons have the authority to control all
substantial decisions of such trust (or, to the extent provided in applicable
Treasury regulations, certain trusts in existence on August 20, 1996 which
are
eligible to be treated as U.S. persons).
9. That
the Investor agrees to such amendments of the Pooling and Servicing Agreement
dated as of [__________] 1, 200[ ] between Citicorp Mortgage
Securities, Inc., CitiMortgage, Inc., and [Trustee] [and Paying Agent] (the
“Pooling and Servicing Agreement”) as may be required to further effectuate the
restrictions on transfer of the residual certificates to such a “disqualified
organization,” an agent thereof, an “ERISA Prohibited holder” or a person that
does not satisfy the requirements of paragraphs 4, 5, 6 and 8.
10. That
the Investor consents to the irrevocable designation of CMSI as its agent
to act
as “tax matters person” of the REMIC pursuant to the Pooling and Servicing
Agreement, and if such designation is not permitted by the Internal Revenue
Code
and applicable law, to act as tax matters person if requested to do
so.
11. Check
one of the following:
[_] The
Investor has computed any consideration paid to it to acquire the residual
certificates in accordance U.S. Treasury Regulations Sections 1.860E-1(c)(7)
by
computing present values using a discount rate equal to the short-term Federal
rate prescribed by Section 1274(d) of the Code, compounded based on the period
selected by the Investor.
[_] The
transfer of the residual certificates complies with U.S. Treasury Regulations
Section 1.860E-1(c)(5) and, accordingly,
(i) the
Investor is an “eligible corporation,” as defined in U.S. Treasury Regulations
Section 1.860E-1(c)(6)(i), as to which income from the residual certificates
will only be taxed in the United States;
(ii) at
the time of the transfer, and at the close of the Investor's two fiscal years
preceding the year of the transfer, the Investor had gross assets for financial
reporting purposes (excluding any obligation of a person related to the Investor
within the meaning of U.S. Treasury Regulations Section 1.860E-1(c)(6)(ii),)
in
excess of $100 million and net assets in excess of $10 million;
(iii) the
Investor will transfer the residual certificates only to another “eligible
corporation,” as defined in U.S. Treasury Regulations Section 1.860E-1(c)(6)(i),
in a transaction that satisfies the requirements of Sections 1.860E-1(c)(4)(i),
(ii) and (iii) and 1.860E-1(c)(5); and
(iv) the
Investor determined the consideration paid to it to acquire the residual
certificates based on reasonable market assumptions (including, but not limited
to, borrowing and investment rates, prepayment and loss assumptions, expense
and
reinvestment assumptions, tax rates and other factors specific to the Investor)
that it has determined in good faith.
[_] None
of the above.
Appendix
1 page 2
IN
WITNESS WHEREOF, the Investor has caused this instrument to be executed on
its
behalf, pursuant to authority of its Board of Directors, by its [________]
this
____ day of 200__.
__________________
By:_______________
Name:
Title:
STATE
OF )
):
COUNTY
OF )
Personally
appeared before me the above-named [___________], known or proved to me to
be
the same person who executed the foregoing instrument and to be the
[___________] of the Investor, and acknowledged to me that he executed the
same
as his free act and deed and the free act and deed of the Investor.
Subscribed
and sworn to before me this ___ day of ________ 200__.
Appendix
1 page 3
EXHIBIT
A-1
FORM
OF OFFERED CERTIFICATES
CMALT
(CitiMortgage Alternative Loan Trust), Series 2007-A6
REMIC
Pass-Through Certificates
Certificate
representing
an ownership interest in a trust fund consisting
primarily
of mortgage loans acquired by
CITICORP
MORTGAGE SECURITIES, INC.
certificate
no. 1
distribution
days: 25th of each month or next business day
last
scheduled distribution date: June 25, [2022][2037]
|
Unless
this certificate is presented by an authorized representative of
The
Depository Trust Company, a New York corporation (“DTC”) to Citicorp
Mortgage Securities, Inc. or its agent for registration of transfer,
exchange, or payment, and any certificate issued is registered
in the name
of Cede & Co. or such other name as requested by an authorized
representative of DTC (and any payment is made to Cede & Co. or such
other entity as is requested by an authorized representative of
DTC), any
transfer, pledge, or other use hereof for value or otherwise by
or to any
person is wrongful inasmuch as the registered owner hereof, Cede
&
Co., has an interest herein.
Neither
this certificate nor the underlying mortgage loans are insured
or
guaranteed by the United States government, the Federal Deposit
Insurance
Corporation or any other governmental agency or instrumentality.
This
certificate does not represent an interest in or obligation of
Citicorp
Mortgage Securities, Inc., CitiMortgage, Inc., any affiliate thereof,
or
their ultimate parent, Citigroup Inc.
|
THIS
CERTIFIES THAT, for value received, Cede & Co. is the registered holder of
the number of single certificates (each representing $1,000.00 initial principal
balance or, if indicated, initial notional balance) of the class of certificates
listed below.
|
class
|
initial
principal (or, if indicated, initial notional) balance
|
certificate
rate
|
number
of single certificates
|
CUSIP
|
ISIN
|
|
[class]
|
$[number]
|
[rate]
|
[number]
|
[CUSIP]
|
[ISIN]
|
A-1-1
This
certificate represents an undivided beneficial ownership interest in the
Trust
Fund created pursuant to the Pooling and Servicing Agreement dated as of
June 1,
2007 (the “Pooling Agreement”) between Citicorp Mortgage Securities, Inc., as
Depositor, CitiMortgage, Inc., as Servicer and Master Servicer, U.S. Bank
National Association, as Trustee, and Citibank, N.A. as Paying Agent,
Certificate Registrar and Authentication Agent. Terms used in this certificate
that are defined in the Pooling Agreement have the meanings assigned to them
in
the Pooling Agreement.
This
certificate is one of a duly authorized issue of certificates designated
as
CMALT (CitiMortgage Alternative Loan Trust), Series 2007-A6 REMIC Pass-Through
Certificates, consisting of twenty-six senior classes, six subordinated classes
and three classes of residual certificates.
The
class
of securities represented by this certificate is a “regular interest” in a real
estate mortgage investment conduit (“REMIC”) within the meaning of Section
860G(a)(1) of the Internal Revenue Code of 1986, as amended [and certain
other
property].
Certificates
governed by Pooling Agreement
The
certificates are issued pursuant to the Pooling Agreement, which states the
rights, limitations (including restrictions on transfer), duties and immunities
of CMSI, the Trustee and the holders of the certificates, specifies how amounts
of interest and principal distributable on the classes of certificates are
calculated and when such amounts are payable, sets forth the relative priorities
of the classes of certificates to payments and to allocation of losses, and
sets
forth the terms upon which the certificates are to be authenticated and
delivered, and other matters relevant to an investment in certificates. Holders
may obtain a copy of the Pooling Agreement (without exhibits) from the
Trustee.
Optional
early termination
This
certificate may receive a final distribution of all amounts owing in respect
of
the class represented by this certificate before its last scheduled distribution
day if CMSI (or its assignee) exercises its right under the Pooling Agreement
to
repurchase all of the mortgage loans in the Trust Fund. This right cannot
be
exercised until the aggregate scheduled principal balance of such mortgage
loans
is less than 10% of the aggregate scheduled principal balance of the mortgage
loans as of the cut-off date.
Governing
law
This
certificate and the Pooling Agreement are governed by the laws of the State
of
New York.
A-1-2
Authentication
required
Unless
this certificate has been executed by the Trustee or a duly authorized
Authenticating Agent by manual signature, this certificate shall not be entitled
to any benefit under the Pooling Agreement or be valid for any
purpose.
A-1-3
IN
WITNESS WHEREOF, Citicorp Mortgage Securities, Inc. has caused this certificate
to be duly executed.
CITICORP
MORTGAGE SECURITIES, INC.
By:_______________________________
Name:
Title:
A-1-4
This
is
one of the certificates referred to in the Pooling Agreement referred to
above.
U.S.
BANK
NATIONAL ASSOCIATION,
as
Trustee
By:_______________________________
Authorized
Signatory
or
CITIBANK,
N.A.,
as
Authenticating Agent for the Trustee,
By:_______________________________
Authorized
Signatory
A-1-5
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN
COM -
as tenants in common
TEN
ENT -
as tenants by the entireties
JT
TEN -
as joint tenants with right of survivorship and not as tenants in
common
UNIF
GIFT
MIN ACT - _______________ Custodian ____________________
(Cust) (Minor)
Under
Uniform Gifts to Minors Act ___________________________________
Additional
abbreviations may also be used though not in the above list.
______________________________________________________________________________
FOR
VALUE
RECEIVED, the undersigned hereby sells, assigns and transfers unto
PLEASE
INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER
OF
ASSIGNEE
________________________________________________________________
________________________________________________________________
(Please
print or typewrite name and address, including zip code, of
assignee)
________________________________________________________________
the
within certificate, and all rights thereunder, hereby irrevocably constituting
and appointing
________________________________________________________________
attorney
to transfer said certificate on the books of the Certificate Registrar with
full
power of substitution in the premises.
Dated: ________________ __________________________
Signature
Guaranteed by:_________________________________________
NOTICE:
the signature to this assignment must correspond with the name as written
upon
the face of the within instrument in every particular, without alteration
or
enlargement or any change whatever, and must be guaranteed by a member of
a
Signature Guarantee Medallion Program.
A-1-6
EXHIBIT
A-2
FORM
OF CLASS A-IO CERTIFICATES
CMALT
(CitiMortgage Alternative Loan Trust), Series 2007-A6
REMIC
Pass-Through Certificates
Senior
Class [IA-IO][IIA-IO] Certificate, Variable Certificate
Rate
representing
an ownership interest in a trust fund consisting
primarily
of mortgage loans acquired by
CITICORP
MORTGAGE SECURITIES, INC.
|
certificate
no. 1
|
CUSIP
[ ]
|
| |
|
|
$[ ]
initial notional balance
|
[ ]
Single Certificates
|
distribution
days: 25th of each month or next business day
last
scheduled distribution day: June 25, [2022][2037]
|
This
certificate is an interest only certificate and is not entitled
to
distributions of principal.
The
notional balance of this certificate is subject to reduction from
time to
time. Accordingly, the outstanding notional balance of this certificate
at
any time may be less than its initial notional
balance.
Neither
this certificate nor the underlying mortgage loans are insured
or
guaranteed by the United States government, the Federal Deposit
Insurance
Corporation or any other governmental agency or instrumentality.
This
certificate does not represent an interest in or obligation of
Citicorp
Mortgage Securities, Inc., CitiMortgage, Inc., any affiliate thereof,
or
their ultimate parent, Citigroup Inc.
|
THIS
CERTIFIES THAT, for value received, CitiMortgage, Inc. is the registered
holder
of the number of single certificates (each representing $1,000.00 initial
notional balance) set forth above. Each certificate represents an undivided
beneficial ownership interest in the Trust Fund created pursuant to the Pooling
and Servicing Agreement dated as of June 1, 2007 (the “Pooling Agreement”)
between Citicorp Mortgage Securities, Inc., as Depositor, CitiMortgage, Inc.,
as
Servicer and Master Servicer, U.S. Bank National Association, as Trustee,
and
Citibank, N.A. as Paying Agent, Certificate Registrar and Authentication
Agent.
Terms used in this certificate that are defined in the Pooling Agreement
have
the meanings assigned to them in the Pooling Agreement.
A-2-1
This
certificate is one of a duly authorized issue of certificates designated
as
CMALT (CitiMortgage Alternative Loan Trust), Series 2007-A6 REMIC Pass-Through
Certificates, consisting of twenty-six senior classes, six subordinated classes
and three classes of residual certificates.
The
class
of securities represented by this certificate is a “regular interest” in a real
estate mortgage investment conduit (“REMIC”) within the meaning of Section
860G(a)(1) of the Internal Revenue Code of 1986, as amended.
Certificates
governed by Pooling Agreement
The
certificates are issued pursuant to the Pooling Agreement, which states the
rights, limitations (including restrictions on transfer), duties and immunities
of CMSI, the Trustee and the holders of the certificates, specifies how amounts
of interest and principal distributable on the classes of certificates are
calculated and when such amounts are payable, sets forth the relative priorities
of the classes of certificates to payments and to allocation of losses, and
sets
forth the terms upon which the certificates are to be authenticated and
delivered, and other matters relevant to an investment in certificates. Holders
may obtain a copy of the Pooling Agreement (without exhibits) from the
Trustee.
Optional
early termination
This
certificate may receive a final distribution of all amounts owing in respect
of
the class represented by this certificate before its last scheduled distribution
day if CMSI (or its assignee) exercises its right under the Pooling Agreement
to
repurchase all of the mortgage loans in the Trust Fund. This right cannot
be
exercised until the aggregate scheduled principal balance of such mortgage
loans
is less than 10% of the aggregate scheduled principal balance of the mortgage
loans as of the cut-off date.
Governing
law
This
certificate and the Pooling Agreement are governed by the laws of the State
of
New York.
A-2-2
Authentication
required
Unless
this certificate has been executed by the Trustee or a duly authorized
Authenticating Agent by manual signature, this certificate shall not be entitled
to any benefit under the Pooling Agreement or be valid for any
purpose.
A-2-3
IN
WITNESS WHEREOF, Citicorp Mortgage Securities, Inc. has caused this certificate
to be duly executed.
CITICORP
MORTGAGE SECURITIES, INC.
By:_______________________________
Name:
Title:
A-2-4
This
is
one of the certificates referred to in the Pooling Agreement referred to
above.
U.S.
BANK
NATIONAL ASSOCIATION,
as
Trustee
By:_______________________________
Authorized
Signatory
or
CITIBANK,
N.A.,
as
Authenticating Agent for the Trustee,
By:_______________________________
Authorized
Signatory
A-2-5
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN
COM -
as tenants in common
TEN
ENT -
as tenants by the entireties
JT
TEN -
as joint tenants with right of survivorship and not as tenants in
common
UNIF
GIFT
MIN ACT - _______________ Custodian ____________________
(Cust) (Minor)
Under
Uniform Gifts to Minors Act ___________________________________
Additional
abbreviations may also be used though not in the above list.
________________________________________________________________________
FOR
VALUE
RECEIVED, the undersigned hereby sells, assigns and transfers unto
PLEASE
INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER
OF
ASSIGNEE
________________________________________________________________
________________________________________________________________
(Please
print or typewrite name and address, including zip code, of
assignee)
________________________________________________________________
the
within certificate, and all rights thereunder, hereby irrevocably constituting
and appointing
________________________________________________________________
attorney
to transfer said certificate on the books of the Certificate Registrar with
full
power of substitution in the premises.
Dated: ________________ __________________________
Signature
Guaranteed by:_________________________________________
NOTICE:
the signature to this assignment must correspond with the name as written
upon
the face of the within instrument in every particular, without alteration
or
enlargement or any change whatever, and must be guaranteed by a member of
a
Signature Guarantee Medallion Program.
A-2-6
EXHIBIT
A-3
FORM
OF CLASS B-4, B-5 AND B-6 CERTIFICATES
CMALT
(CitiMortgage Alternative Loan Trust), Series 2007-A6
REMIC
Pass-Through Certificates
Subordinated
Class B-[4][5][6] Certificate, Blended Certificate Rate
representing
an ownership interest in a trust fund consisting
primarily
of mortgage loans acquired by
CITICORP
MORTGAGE SECURITIES, INC.
|
certificate
no. 1
|
CUSIP
[ ]
|
| |
ISIN
[ ]
|
|
$[ ]
initial principal balance
|
$[ ]
Single Certificates
|
distribution
days: 25th of each month or next business day
|
This
class B-[4][5][6] certificate is subordinated in right of payments
to the
class A, B-1, B-2[,][and] B-3[,] [and] [B-4] [and B-5] certificates,
as
described in the Pooling Agreement referred to
below.
Principal
is paid on this certificate in accordance with the terms of the
Pooling
Agreement. Accordingly, at any time the outstanding principal balance
of
this certificate may be less than its initial principal
balance.
This
certificate has not been registered under the Securities Act of
1933, as
amended, and may not be sold, or offered for sale, transferred
or
otherwise disposed of unless such sale, transfer or other disposition
is
made pursuant to an effective registration statement under such
act and
any applicable blue sky law or unless an exemption under such act
and any
applicable blue sky law is available.
|
A-3-1
|
This
certificate may not be purchased by or transferred to any person
that is
an employee benefit plan subject to Title I of the Employee Retirement
Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the
Internal Revenue Code of 1986, as amended (the “Code”) or any Governmental
Plan, as defined in Section 3(32) of ERISA, subject to any federal,
state
or local law which is, to a material extent, similar to the foregoing
provisions of ERISA or the Code (collectively, a “Plan”) or any person
investing the assets of a Plan except as provided in section 5.2
of the
Pooling Agreement.
Neither
this certificate nor the underlying mortgage loans are insured
or
guaranteed by the United States government, the Federal Deposit
Insurance
Corporation or any other governmental agency or instrumentality.
This
certificate does not represent an interest in or obligation of
Citicorp
Mortgage Securities, Inc., CitiMortgage, Inc., any affiliate thereof,
or
their ultimate parent, Citigroup Inc.
|
THIS
CERTIFIES THAT, for value received, Greenwich Capital Markets, Inc. is the
registered holder of the number of single certificates (each representing
$1,000.00 initial principal balance) set forth above. Each certificate
represents an undivided beneficial ownership interest in the Trust Fund created
pursuant to the Pooling and Servicing Agreement dated as of June 1, 2007
(the
“Pooling Agreement”) between Citicorp Mortgage Securities, Inc., as Depositor,
CitiMortgage, Inc., as Servicer and Master Servicer, U.S. Bank National
Association, as Trustee, and Citibank, N.A. as Paying Agent, Certificate
Registrar and Authentication Agent. Terms used in this certificate that are
defined in the Pooling Agreement have the meanings assigned to them in the
Pooling Agreement.
This
certificate is one of a duly authorized issue of certificates designated
as
CMALT (CitiMortgage Alternative Loan Trust), Series 2007-A6 REMIC Pass-Through
Certificates, consisting of twenty-six senior classes, six subordinated classes
and three classes of residual certificates.
The
class
of securities represented by this certificate is a “regular interest” in a real
estate mortgage investment conduit (“REMIC”) within the meaning of Section
860G(a)(1) of the Internal Revenue Code of 1986, as amended.
Certificates
governed by Pooling Agreement
The
certificates are issued pursuant to the Pooling Agreement, which states the
rights, limitations (including restrictions on transfer), duties and immunities
of CMSI, the Trustee and the holders of the certificates, specifies how amounts
of interest and principal distributable on the classes of certificates are
calculated and when such amounts are payable, sets forth the relative priorities
of the classes of certificates to payments and to allocation of losses, and
sets
forth the terms upon which the certificates are to be authenticated and
delivered, and other matters relevant to an investment in certificates. Holders
may obtain a copy of the Pooling Agreement (without exhibits) from the
Trustee.
A-3-2
Optional
early termination
This
certificate may receive a final distribution of all amounts owing in respect
of
the class represented by this certificate before its last scheduled distribution
day if CMSI (or its assignee) exercises its right under the Pooling Agreement
to
repurchase all of the mortgage loans in the Trust Fund. This right cannot
be
exercised until the aggregate scheduled principal balance of such mortgage
loans
is less than 10% of the aggregate scheduled principal balance of the mortgage
loans as of the cut-off date.
Governing
law
This
certificate and the Pooling Agreement are governed by the laws of the State
of
New York.
Authentication
required
Unless
this certificate has been executed by the Trustee or a duly authorized
Authenticating Agent by manual signature, this certificate shall not be entitled
to any benefit under the Pooling Agreement or be valid for any
purpose.
A-3-3
IN
WITNESS WHEREOF, Citicorp Mortgage Securities, Inc. has caused this certificate
to be duly executed.
CITICORP
MORTGAGE SECURITIES, INC.
By:_______________________________
Name:
Title:
A-3-4
This
is
one of the certificates referred to in the Pooling Agreement referred to
above.
U.S.
BANK
NATIONAL ASSOCIATION,
as
Trustee
By:_______________________________
Authorized
Signatory
or
CITIBANK,
N.A.,
as
Authenticating Agent for the Trustee,
By:_______________________________
Authorized
Signatory
A-3-5
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN
COM -
as tenants in common
TEN
ENT -
as tenants by the entireties
JT
TEN -
as joint tenants with right of survivorship and not as tenants in
common
UNIF
GIFT
MIN ACT - _______________ Custodian ____________________
(Cust) (Minor)
Under
Uniform Gifts to Minors Act ___________________________________
Additional
abbreviations may also be used though not in the above list.
________________________________________________________________________
FOR
VALUE
RECEIVED, the undersigned hereby sells, assigns and transfers unto
PLEASE
INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER
OF
ASSIGNEE
________________________________________________________________
________________________________________________________________
(Please
print or typewrite name and address, including zip code, of
assignee)
________________________________________________________________
the
within certificate, and all rights thereunder, hereby irrevocably constituting
and appointing
________________________________________________________________
attorney
to transfer said certificate on the books of the Certificate Registrar with
full
power of substitution in the premises.
Dated: ________________ __________________________
Signature
Guaranteed by:_________________________________________
NOTICE:
the signature to this assignment must correspond with the name as written
upon
the face of the within instrument in every particular, without alteration
or
enlargement or any change whatever, and must be guaranteed by a member of
a
Signature Guarantee Medallion Program.
A-3-6
EXHIBIT
A-4
FORM
OF RESIDUAL CLASS CERTIFICATES
CMALT
(CitiMortgage Alternative Loan Trust), Series 2007-A6
REMIC
Pass-Through Certificates
Residual
Class [PR][LR][R] Certificate
representing
an ownership interest in a trust fund consisting
primarily
of mortgage loans acquired by
CITICORP
MORTGAGE SECURITIES, INC.
|
certificate
no. 1
|
100%
percentage interest
|
|
This
certificate has not been registered under the Securities Act of
1933, as
amended, and may not be sold, or offered for sale, transferred
or
otherwise disposed of unless such sale, transfer or other disposition
is
made pursuant to an effective registration statement under such
act and
any applicable blue sky law or unless an exemption under such act
and any
applicable blue sky law is available.
This
certificate may not be purchased by or transferred to any person
that is
an employee benefit plan subject to Title I of the Employee Retirement
Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the
Internal Revenue Code of 1986, as amended (the “Code”) or any Governmental
Plan, as defined in Section 3(32) of ERISA, subject to any federal,
state
or local law which is, to a material extent, similar to the foregoing
provisions of ERISA or the Code (collectively, a “Plan”) or any person
investing the assets of a Plan except as provided in section 5.2
of the
Pooling Agreement referred to below.
Transfer
of this certificate is restricted as set forth in section 5.2 of
the
Pooling Agreement. As a condition of ownership of this certificate,
a
transferee must furnish an affidavit to the transferor and the
Trustee
that (a) it is not a “disqualified organization,” as defined in Section
860e(e)(5) of the Code, (b) it is not acquiring this certificate
as an
agent (including a broker, nominee or other middleman) on behalf
of a
disqualified organization, (c) it understands that it may incur
tax
liabilities in excess of cash flows generated by the residual interest
and
it intends to pay taxes associated with holding the residual interest
as
they become due, (d) it historically has paid its debts as they
have come
due and intends to pay its debts as they come due in the future,
(e) it
will not cause the income with respect to this certificate to be
attributable to a foreign permanent establishment or fixed base,
within
the meaning of an applicable income tax treaty, of it or any other
person,
and (f) it is not a “Non-permitted Foreign holder,” as defined in section
5.2 of the Pooling Agreement. By accepting this certificate, a
transferee
will be subject to such restrictions on transferability, and will
have
consented to any amendments to the Pooling Agreement that are required
to
ensure that this certificate is not transferred to a disqualified
organization or its agent, or to a Non-permitted Foreign holder.
To
satisfy a regulatory safe harbor against the disregard of such
transfer,
the transferor may be required to conduct a
reasonable
|
A-4-1
|
investigation
of the financial condition of the transferee and either transfer
this
certificate at a specified minimum price or transfer this certificate
to
an eligible transferee.
Neither
this certificate nor the underlying mortgage loans are insured
or
guaranteed by the United States government, the Federal Deposit
Insurance
Corporation or any other governmental agency or instrumentality.
This
certificate does not represent an interest in or obligation of
Citicorp
Mortgage Securities, Inc., CitiMortgage, Inc., any affiliate thereof,
or
their ultimate parent, Citigroup Inc.
|
THIS
CERTIFIES THAT, for value received, [CitiMortgage, Inc.][Citicorp Mortgage
Securities, Inc.] is the registered holder of the percentage interest set
forth
above, representing an ownership interest in the Trust Fund created pursuant
to
the Pooling and Servicing Agreement dated as of June 1, 2007 (the “Pooling
Agreement”) between Citicorp Mortgage Securities, Inc., as Depositor,
CitiMortgage, Inc., as Servicer and Master Servicer, U.S. Bank National
Association, as Trustee, and Citibank, N.A. as Paying Agent, Certificate
Agent
and Authentication Agent. Terms used in this certificate that are defined
in the
Pooling Agreement have the meanings assigned to them in the Pooling
Agreement.
This
certificate is one of a duly authorized issue of certificates designated
as
CMALT (CitiMortgage Alternative Loan Trust), Series 2007-A6 REMIC Pass-Through
Certificates, consisting of twenty-six senior classes, six subordinated classes
and three classes of residual certificates.
Certificates
governed by Pooling Agreement
The
certificates are issued pursuant to the Pooling Agreement, which states the
rights, limitations (including restrictions on transfer), duties and immunities
of CMSI, the Trustee and the holders of the certificates, specifies how amounts
of interest and principal distributable on the classes of certificates are
calculated and when such amounts are payable, sets forth the relative priorities
of the classes of certificates to payments and to allocation of losses, and
sets
forth the terms upon which the certificates are to be authenticated and
delivered, and other matters relevant to an investment in certificates. Holders
may obtain a copy of the Pooling Agreement (without exhibits) from the
Trustee.
U.S.
federal income tax information
Elections
will be made to treat three segregated asset pools within the Trust Fund
as real
estate mortgage investment conduits (each, a “REMIC,” or in the alternative, the
“upper-tier REMIC,” the “lower-tier REMIC,” and the “pooling REMIC,”
respectively). This class [PR][LR][R] certificate represents the “residual
interest” in the [pooling][lower-tier][upper-tier] REMIC within the meaning of
Code Section 860G(a)(2). As a condition of ownership of this
certificate, the holder hereof agrees that it will not take or cause to be
taken
any action that would adversely affect the status of any of the three segregated
asset pools comprising the Trust Fund as a REMIC.
A-4-2
The
holder further agrees to the designation of the Servicer as its agent to
act as
“tax matters person” for purposes of Subchapter C of Chapter 63 of Subtitle F of
the Code or, if requested by the Servicer, to act as tax matters
person.
Governing
law
This
certificate and the Pooling Agreement are governed by the laws of the State
of
New York.
Authentication
required
Unless
this certificate has been executed by the Trustee or a duly authorized
Authenticating Agent by manual signature, this certificate shall not be entitled
to any benefit under the Pooling Agreement or be valid for any
purpose.
A-4-3
IN
WITNESS WHEREOF, Citicorp Mortgage Securities, Inc. has caused this certificate
to be duly executed.
CITICORP
MORTGAGE SECURITIES, INC.
By:_______________________________
Name:
Title:
A-4-4
This
is
one of the certificates referred to in the Pooling Agreement referred to
above.
U.S.
BANK
NATIONAL ASSOCIATION,
as
Trustee
By:_______________________________
Authorized
Signatory
or
CITIBANK,
N.A.,
as
Authenticating Agent for the Trustee,
By:_______________________________
Authorized
Signatory
A-4-5
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN
COM -
as tenants in common
TEN
ENT -
as tenants by the entireties
JT
TEN -
as joint tenants with right of survivorship and not as tenants in
common
UNIF
GIFT
MIN ACT - _______________ Custodian ____________________
(Cust) (Minor)
Under
Uniform Gifts to Minors Act ___________________________________
Additional
abbreviations may also be used though not in the above list.
______________________________________________________________________________
FOR
VALUE
RECEIVED, the undersigned hereby sells, assigns and transfers unto
PLEASE
INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER
OF
ASSIGNEE
________________________________________________________________
________________________________________________________________
(Please
print or typewrite name and address, including zip code, of
assignee)
________________________________________________________________
the
within certificate, and all rights thereunder, hereby irrevocably constituting
and appointing
________________________________________________________________
attorney
to transfer said certificate on the books of the Certificate Registrar with
full
power of substitution in the premises.
Dated: ________________ __________________________
Signature
Guaranteed by:_________________________________________
NOTICE:
the signature to this assignment must correspond with the name as written
upon
the face of the within instrument in every particular, without alteration
or
enlargement or any change whatever, and must be guaranteed by a member of
a
Signature Guarantee Medallion Program.
A-4-6
EXHIBIT
B-1
MORTGAGE
LOAN SCHEDULE
DEEMED
INCORPORATED
B-1
EXHIBIT
B-2
MORTGAGE
LOAN SCHEDULE
DEEMED
INCORPORATED
B-2
EXHIBIT
C
FORM
OF MORTGAGE NOTE CUSTODIAL AGREEMENT
Mortgage
Note Custodial Agreement
PARTIES
|
·
|
U.S.
Bank National Association, a national banking association, as
trustee (the Trustee)
|
|
·
|
Citibank,
N.A., a national banking association
(Citibank)
|
|
·
|
Citicorp
Mortgage Securities, Inc., a Delaware corporation
(CMSI)
|
|
·
|
CitiMortgage,
Inc., as Servicer and Master Servicer
(CitiMortgage)
|
BACKGROUND
The
Trustee, CMSI, CitiMortgage and Citibank are entering into a Pooling and
Servicing Agreement dated June 1, 2007 relating to Citicorp Mortgage Securities
Trust, Series 2007-5 REMIC Pass-Through Certificates (the Pooling
Agreement). Unless otherwise stated, terms defined in the Pooling Agreement
are used in this agreement with the same meaning.
Pursuant
to the Pooling Agreement,
· CMSI
will sell to the Trustee, without recourse, the mortgage loans identified
in
exhibit B to the Pooling Agreement, and
· Citibank
has been designated as Mortgage Note Custodian.
AGREEMENT
1 Appointment
as Custodian; Acknowledgment of Receipt
(a) Citibank
will serve as Mortgage Note Custodian (Custodian) under the Pooling
Agreement. Citibank certifies to the Trustee that Citibank is qualified to
serve
as Mortgage Note Custodian under the Pooling Agreement. Citibank will act
as
Custodian solely for the benefit of the Trustee and the certificate
holders.
(b) CMSI
has delivered to Citibank, as Custodian, the mortgage notes required to be
delivered to the Mortgage Note Custodian under section 2.1 of the Pooling
Agreement. Citibank acknowledges receipt of the Pooling Agreement and the
mortgage notes.
(c) CitiMortgage
will pay the reasonable custodial fees and expenses of Citibank or its
successor, including the Trustee if the Trustee holds any mortgage documents
directly as Custodian.
(d) Upon
CitiMortgage’s receipt of notice from Citibank or the Trustee that Citibank has
breached this agreement or the Pooling Agreement, CitiMortgage will cause
Citibank to comply with this agreement and the Pooling Agreement.
C-1
Mortgage
Note Custodial Agreement
2 Maintenance
of office
Citibank
will maintain the mortgage notes, at the office of Citibank located at Citibank,
N.A., 5280 Corporate Drive, M/C 0005, Frederick, Md. 21703, or at such
other office of Citibank as it designates by 30 days’ prior written notice to
the Trustee and CMSI.
3 Duties
of Custodian
As
Custodian, Citibank will have all of the rights and obligations of the Mortgage
Document Custodian and Mortgage Note Custodian set forth in the Pooling
Agreement, including but not limited to the following:
(a) Safekeeping.
Citibank will
· identify
each mortgage note by loan number, address of mortgaged property, and name
of
mortgagor,
· maintain
the mortgage note in secure and fire resistant facilities in accordance with
customary standards for such custody,
· identify
the mortgage note as being held and to hold the mortgage note for and on
behalf
of the Trustee for the benefit of all present and future certificate
holders,
· maintain
accurate records pertaining to mortgage notes as will enable the Trustee
to
comply with the terms and conditions of the Pooling Agreement, and
· maintain
at all times a current inventory and conduct periodic physical inspections
of
the mortgage notes in such a manner as will enable the Trustee and CitiMortgage
to verify the accuracy of Citibank’s record-keeping, inventory and physical
possession.
Citibank
will promptly report to the Trustee and CitiMortgage any failure on its part
to
hold the mortgage notes as provided in this agreement or the Pooling Agreement
and will promptly take appropriate action to remedy any such
failure.
(b) Release
of mortgage notes. Citibank is authorized, upon receipt of a direction from
the Trustee pursuant to section 3.13, “Release of mortgage files,” of the
Pooling Agreement, to release to CitiMortgage or its designee, as directed,
the
mortgage notes set forth in such direction. All mortgage notes so
released will be held by the recipient in trust for the benefit of the Trustee
in accordance with the Pooling Agreement. Such mortgage notes will be
returned to Citibank when the need therefor in connection with foreclosure
or
servicing no longer exists, unless the mortgage loan is liquidated or paid
in
full. Citibank is also authorized to release any mortgage note to CMSI after
purchase by CMSI of the related mortgage loan or the property securing such
mortgage loan, all as provided in, and subject to the provisions of, the
Pooling
Agreement.
(c) Review
of mortgage notes; administration; reports. Citibank will attend to all
non-discretionary details in connection with maintaining custody of the mortgage
notes, including reviewing each mortgage note within 90 days after issuance
of
the certificates and ascertaining that the mortgage note has been executed
and
received, and in connection therewith, delivering, in electronic form, such
reports and certifications to the Trustee and CMSI as are required by
the
C-2
Mortgage
Note Custodial Agreement
Pooling
Agreement. If in the course of such review, or if at any time during the
term of
this agreement, Citibank determines that a mortgage note is defective or
missing, it will promptly so notify, in electronic form, the Trustee and
CitiMortgage in accordance with the provisions of section 2.3, “Repurchase
or substitution of mortgage loans,” of the Pooling Agreement, and will, within
30 days thereafter, provide the Trustee with an updated report certifying
as to
the defects or lack of the mortgage note, with any applicable exceptions
noted
thereon. Citibank will assist the Trustee and CitiMortgage generally in the
preparation of reports (including by providing information reasonably requested
as necessary to such preparation) to certificate holders or to regulatory
bodies
to the extent necessitated by Citibank’s custody of the mortgage
notes.
(d) Successor
trustees. Citibank will, in accordance with section 8.8. “Successor
trustee,” of the Pooling Agreement, amend this agreement to make a successor
Trustee the successor to the predecessor Trustee under this
agreement.
4 Access
to Records
Subject
to section 3(b), upon not less than three days’ notice, Citibank will
permit the Trustee, CitiMortgage or any Subservicer appointed by CitiMortgage
or
their duly authorized representatives, attorneys or auditors to inspect mortgage
notes and the books and records maintained by Citibank pursuant hereto at
such
times as the Trustee, CitiMortgage or any Subservicer may reasonably request,
subject only to compliance by the Trustee, CitiMortgage or any Subservicer
with
the security procedures of Citibank applied by Citibank to its own employees
having access to these and similar records.
5 Instructions;
authority to act
Citibank
will be deemed to have received proper instructions with respect to the mortgage
notes upon its receipt of written instructions signed by a Responsible Officer
of the Trustee or a Servicing Officer of the Servicer. A certified copy of
a
resolution of the Board of Directors of the Trustee may be accepted by Citibank
as conclusive evidence of the authority of any such officer to act and may
be
considered as in full force and effect until receipt of written notice to
the
contrary by Citibank from the Trustee, CitiMortgage or any Subservicer. Such
instructions may be general or specific in terms. Citibank may rely upon
and
will be protected in acting in good faith upon any such written instructions
received by it and which it reasonably believes to be genuine and duly
authorized with respect to all matters pertaining to this agreement and its
duties hereunder.
6 Indemnification
(a) Citibank
will indemnify the Trustee for any and all liabilities, obligations, losses,
damages, payments, costs or expenses of any kind whatsoever which may be
imposed
on, incurred or asserted against the Trustee as the result of any act or
omission in any way relating to the maintenance and custody by Citibank of
the
mortgage notes; provided, however, that Citibank will not be liable for
any portion of any such amount resulting from the gross negligence or willful
misconduct of the Trustee.
C-3
Mortgage
Note Custodial Agreement
(b) CitiMortgage
will indemnify Citibank and hold it harmless against any loss, liability
or
expense incurred without gross negligence or bad faith on Citibank’s part,
arising out of or in connection with the acceptance or administration of
the
trust or trusts created under the Pooling Agreement or Citibank’s custody of the
mortgage notes, including the costs and expenses of defending itself against
any
claim or liability in connection with the exercise or performance of any
of its
powers or duties hereunder or under the Pooling Agreement. Such indemnification
will survive the payment of the certificates and termination of the Trust
Fund,
as well as the resignation or removal of CitiMortgage as Servicer (if such
action which caused the need for the indemnification occurred while CitiMortgage
acted as Servicer), and for purposes of such indemnification neither the
negligence nor bad faith of the Trustee will be imputed to, or adversely
affect,
the right of Citibank to indemnification.
7 Limitation
of Custodian’s liabilities and duties
(a) Citibank
will not be responsible for preparing or filing any reports or returns relating
to federal, state or local income taxes with respect to this agreement, other
than for Citibank’s compensation or for reimbursement of expenses.
(b) Citibank
will not be responsible or liable for, and makes no representation or warranty
with respect to, the validity, adequacy or perfection of any lien upon or
security interest in any mortgage note.
(c) Any
other provision of this agreement to the contrary notwithstanding, Citibank
will
have no notice, and will not be bound by any of the terms and conditions
of any
other document or agreement executed or delivered in connection with, or
intended to control any part of, the transactions anticipated by or referred
to
in this agreement unless Citibank is a signatory party to that document or
agreement. Notwithstanding the foregoing sentence, Citibank will be deemed
to
have notice of the terms and conditions (including without limitation
definitions not otherwise set forth in full in this agreement) of other
documents and agreements executed or delivered in connection with, or intended
to control any part of, the transactions anticipated by or referred to in
this
agreement, to the extent such terms and provisions are referenced, or are
incorporated by reference, into this agreement only as long as the Trustee
or
CitiMortgage will have provided a copy of any such document or agreement
to
Citibank.
(d) Citibank’s
rights and obligations will only be such as are expressly set forth in this
agreement or the Pooling Agreement. In no event will Citibank be obligated
to
ascertain or take action except as expressly provided in this agreement or
the
Pooling Agreement.
(e) Nothing
in this agreement will be deemed to impose on Citibank any obligation to
qualify
to do business in any jurisdiction, other than (i) a jurisdiction where a
mortgage notes is or may be held by Citibank, and (ii) where failure to
qualify could have a material adverse effect on Citibank or its property
or
business or on the ability of Citibank to perform it duties
hereunder.
(f) Subject
to section 3, under no circumstances will Citibank be obligated to verify
the authenticity of any signature on any of the documents received or examined
by it in connection with this agreement or the authority or capacity of any
person to execute or issue such document, nor will Citibank be responsible
for
the value, form, substance, validity, perfection (other than by
C-4
Mortgage
Note Custodial Agreement
taking
and continuing possession of the mortgage notes), priority, effectiveness
or
enforceability of any of such documents, nor will Citibank be under a duty
to
inspect, review or examine the documents to determine whether they are
appropriate for the represented purpose or that they have been actually recorded
or that they are other than what they purport to be on their face.
(g) Citibank
will have no duty to ascertain whether or not any cash amount or payment
has
been received by the Trustee, the CMSI or any third person.
(h) Citibank
may assign its rights and obligations under this agreement , in whole or
in
part, to any Affiliate; however, Citibank will notify CMSI, CitiMortgage
and the
Trustee of any such assignment. Citibank may not assign its rights or
obligations under this agreement, in whole or in part, to any other entity
without the prior written consent of CMSI, CitiMortgage and the Trustee,
which
consent will not be unreasonably withheld. An “Affiliate” is an entity that
directly or indirectly controls, is controlled by or is under common control
with Citibank. Notwithstanding any such assignment, Citibank will remain
liable
for all of its obligations under this agreement unless the assignment has
been
approved by CMSI, CitiMortgage and the Trustee.
(i) Subject
to section 6, “Indemnification,” neither Citibank nor any of its
Affiliates, directors, officers, agents, and employees will be liable
for
· any
action or omission to act hereunder except for its own or such person’s gross
negligence, willful misconduct, breach of this agreement or violation of
applicable law, or
· any
special, indirect, punitive or consequential damages resulting from any action
taken or omitted to be taken by it or them hereunder or in connection herewith
even if advised of the possibility of such damages.
(j) Citibank
will not be required to expend or risk its own funds or otherwise incur any
financial liability in the performance of any of its duties under this Agreement
or the Pooling Agreement or in the exercise of any of its rights and
obligations, if, in its sole judgment, it will believe that repayment of
such
funds or adequate indemnity against such risk or liability is not assured
to
it.
(k) Citibank
will not be responsible for delays or failures in performance resulting from
acts beyond its control, such as acts of God, strikes, lockouts, riots, acts
of
war or terrorism, epidemics, nationalization, expropriation, currency
restrictions, governmental regulations superimposed after the fact, fire,
communication line failures, computer viruses, power failures, earthquakes
or
other disasters.
(l) Any
entity into which Citibank may be merged or converted or with which it may
be
consolidated, or any entity resulting from any merger, conversion or
consolidation to which Citibank will be a party, or any entity succeeding
to the
business of Citibank, will be the successor of Citibank hereunder, without
the
execution or filing of any paper or any further act on the part of any of
the
parties hereto, anything herein to the contrary notwithstanding.
8 Advice
of counsel
Citibank
may rely and act upon advice of counsel with respect to its performance as
Custodian, and will not be liable for any action it reasonably takes pursuant
to
such advice, provided that such action is not in violation of applicable
federal
or state law.
C-5
Mortgage
Note Custodial Agreement
9 Effective
period, termination and amendment, and interpretive and additional
provisions
This
agreement may be terminated (a) by Citibank’s resignation as Custodian, or
(b) by either CitiMortgage or the Trustee. In each case, such termination
will be effected by notice to the other parties given no less than 60 days
prior
to termination. Upon notice of such termination, CitiMortgage will use its
reasonable best efforts to select a successor Custodian reasonably acceptable
to
the Trustee upon substantially the same terms and conditions as set forth
in
this agreement. If no such successor Custodian has been selected by the
50th day
after such notice, the Trustee may, upon prior notice to CitiMortgage, select
a
successor Custodian. If no successor Custodian has been selected by CitiMortgage
or the Trustee by the effective date of the Citibank’s termination, the Trustee
will act as successor Custodian until the Trustee and CitiMortgage agree
on a
successor Custodian.
At,
or as
soon as practicable after, the termination of this agreement, Citibank will
deliver the mortgage notes to the successor Custodian at such place as the
successor Custodian reasonably designates.
10 Binding
arbitration
Any
misunderstanding or dispute between Citibank and CMSI or CitiMortgage arising
out of this agreement will be settled through consultation and negotiation
in
good faith and a spirit of mutual cooperation. However, if these attempts
fail,
such misunderstandings or disputes will be decided by binding arbitration
conducted, upon request by either of them, in New York, New York, before
a
single arbitrator designated by the American Arbitration Association (the
AAA),
in accordance with the terms of the Commercial Arbitration Rules of the AAA,
and
to the maximum extent applicable, the United States Arbitration Act
(Title 9 of the United States Code). Notwithstanding anything herein to the
contrary, either Citibank, CMSI or CitiMortgage may proceed to a court of
competent jurisdiction to obtain equitable relief at any time. An arbitrator
may
not award punitive damages or other damages not measured by the prevailing
party’s actual damages. To the maximum extent practicable, an arbitration
proceeding under this agreement will be concluded within 180 days of the
filing
of the dispute with the AAA. This arbitration clause will survive any
termination or expiration of this agreement and if any term, covenant, condition
or provision of this arbitration clause is found to be unlawful, invalid
or
unenforceable, the remaining parts of the arbitration clause will not be
affected thereby and will remain fully enforceable.
11 Governing
Law
This
agreement will be governed by, and construed in accordance with, the laws
of the
State of New York.
C-6
Mortgage
Note Custodial Agreement
12 Notice
Notices
and other writings will be delivered or mailed, postage prepaid,
· to
Citibank, N.A. at 5280 Corporate Drive, M/C 0005, Frederick, Maryland 21703,
Attention: Loretta Badgett, with a copy to Eric K. Kawamura, Vice President
& General Counsel, Citibank, N.A., One Sansome St., 19th fl., San Francisco,
California 94104, tel: (415) 658-4371, fax: (415) 658-4294,
and
· to
CMSI or CitiMortgage at 1000 Technology Drive, O’Fallon, Missouri 63368,
Attention: Daniel P. Hoffman
or
to
such other address as the Trustee, Citibank, CMSI or CitiMortgage subsequently
specifies in writing to the other parties. Notices or other writings will
be
effective only upon receipt.
13 Binding
Effect
This
agreement will be binding upon and will inure to the benefit of the Trustee
and
Citibank and their respective successors and permitted assigns. Concurrently
with the appointment of a successor trustee as provided in section 8.8 of
the Pooling Agreement, the Trustee, CMSI, CitiMortgage and Citibank will
amend
this agreement to make the successor trustee the successor to the Trustee
under
this agreement.
C-7
Mortgage
Document Custodial Agreement
SIGNATURES
U.S.
BANK
NATIONAL ASSOCIATION,
as
Trustee under the Pooling Agreement
|
|
By:_______________________________
|
CITIBANK,
N.A.
as
Custodian
|
|
By:_______________________________
|
CITICORP
MORTGAGE SECURITIES, INC.
|
|
By:_______________________________
Name:
Title:
By:_______________________________
Name:
Title:
C-8
EXHIBIT
D
FORM
OF PURCHASER LETTER
[Purchaser]
[Date]
Citicorp
Mortgage Securities, Inc.
1000
Technology Drive
Citibank,
N.A.
Agency
& Trust
111
Wall
Street, 15th Floor
Attn:
Securities Window
Ladies
and Gentlemen:
In
connection with the purchase by us of $_____________________ initial
principal
balance of the CMALT (CitiMortgage Alternative Loan Trust), Series 2007-A6
REMIC
Pass-Through Certificates class B-[4][5][6] certificates, we confirm
that:
1. We
understand that the class B-[4][5][6] certificates are not being registered
under the Securities Act of 1933, as amended (the "Securities Act") or any
state
securities or "blue sky" laws and are being transferred to us in a transaction
that is exempt from the registration requirements of the Securities Act and
any
such laws.
2. We
(check one)
[_]
have
such knowledge and experience in financial and business matters as to be
capable
of evaluating the merits and risks of investment in the class B-[4][5][6]
certificates, we are able to bear the economic risk of investment in the
class
B-[4][5][6] certificates and we are an accredited investor as defined in
Regulation D under the Securities Act. We have such knowledge and
experience in financial and business matters, specifically in the field of
mortgage related securities, as to be able to evaluate the risk of purchasing
a
certificate which is subordinate in right of payment, and we have direct,
personal and significant experience in making investments in mortgage related
securities. If we are non-institutional investors, our net worth
(exclusive of our primary residence) is at least $1,000,000.
[_] are
"Qualified Institutional Buyers" within the meaning of Rule 144A promulgated
under the Securities Act.
3. We
will acquire the class B-[4][5][6] certificates for our own account or for
accounts as to which we exercise sole investment discretion and not with
a view
to any distribution of the class B-[4][5][6] certificates, subject,
nevertheless, to the understanding that disposition of our property shall
at all
times be and remain within our control.
4. We
agree that our class B-[4][5][6] certificates must be held indefinitely by
us
unless subsequently registered under the Securities Act and any applicable
state
securities or "blue sky" laws or unless exemptions from the registration
requirements of the Securities Act and such laws are available.
D-1
5. We
agree that in the event that at some future time we wish to sell, dispose
of or
otherwise transfer any of our class B-[4][5][6] certificates, we will not
transfer any of such class B-[4][5][6] certificates unless:
(A) (1)
the transfer is made to an Eligible Purchaser (as defined below), (2) a letter
to substantially the same effect as this letter is executed promptly by such
Eligible Purchaser or by an Eligible Dealer (as defined below) on behalf
of such
Eligible Purchaser and (3) all offers or solicitations in connection with
the
sale (if a sale), whether directly or through any agent on our behalf, are
limited only to Eligible Purchasers and are not made by means of any form
of
general solicitation or general advertising whatsoever; or
(B) Such
class B-[4][5][6] certificates are otherwise sold in a transaction
that does not require registration under the Securities Act.
"Eligible
Purchaser" means an Eligible Dealer or a corporation, partnership or other
entity which we have reasonable grounds to believe and do believe can make
representations with respect to itself to substantially the same effect as
the
representations set forth herein; "Eligible Dealer" means any corporation
or
other entity having as a principal business acting as a broker or dealer
in
securities.
6. We
understand that each of the class B-[4][5][6] certificates will bear a legend
to
substantially the following effect:
This
class B-[4][5][6] certificate is subordinated in right of payments to the
class
A, B-1, B-2 [,][and] B-3 [,][and] [B-4] [and B-5] certificates, as described
in
the Pooling Agreement referred to herein. This certificate has not been
registered under the Securities Act of 1933, as amended, and may not be sold,
or
offered for sale, transferred or otherwise disposed of unless such sale,
transfer or other disposition is made pursuant to an effective registration
statement under such act and any applicable blue sky law or unless an exemption
under such act and any applicable blue sky law is available.
This
certificate may not be purchased by or transferred to any person that is
an
employee benefit plan subject to Title I of the Employee Retirement Income
Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal
Revenue Code of 1986, as amended (the “Code”) or any Governmental Plan, as
defined in Section 3(32) of ERISA, subject to any federal, state or local
law
which is, to a material extent, similar to the foregoing provisions of ERISA
or
the Code (collectively, a “Plan”) or any person investing the assets of a Plan
except as provided in section 5.2 of the Pooling Agreement referred to
herein.
Very
truly yours,
[Name
of
Purchaser]
By:*_____________________
Name:
Title:
___________________
* This
letter may be signed by Purchaser's attorney-in-fact if an executed power
of
attorney to such attorney-in-fact is attached hereto; provided that, upon
written instruction from the Issuer to the Trustee, no such attachment shall
be
required.
D-2
EXHIBIT
E
FORM
OF ERISA LETTER
[Purchaser]
[Date]
Citicorp
Mortgage Securities, Inc.
1000
Technology Drive
Citibank,
N.A.
Agency
& Trust
111
Wall
Street, 15th Floor
Attn:
Securities Window
Ladies
and Gentlemen:
In
connection with the purchase by us of $_______________ initial principal
balance
of the CMALT (CitiMortgage Alternative Loan Trust), Series 2007-A6 REMIC
Pass-Through Certificates class B-[4][5][6] certificates we confirm
that:
We
(check
one)
[_]
are
not an employee benefit plan subject to the fiduciary responsibility provisions
of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")
or
Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code")
or
any governmental plan, as defined in Section 3(32) of ERISA, subject to any
federal, state or local law ("Similar Law") which is, to a material extent,
similar to the foregoing provisions of ERISA or the Code (collectively, a
"Plan"), an agent acting on behalf of a Plan, or a person utilizing the assets
of a Plan or
[_]
are
an insurance company and the source of funds used to purchase the certificates
is an "insurance company general account" (as such term is defined in Section
V
(e) of Prohibited Transaction Class Exemption 95-60 ("PTE 95-60"), 60 Fed.
Reg.
35925 July 12, 1995) and there is no plan with respect to which the amount
of
such general account's reserves and liabilities for the contract (s) held
by or
on behalf of such Plan and all other plans maintained by the same employer
(or
affiliate thereof as defined in Section V(a)(1) of PTE 95-60) or by the same
employee organization, exceed 10% of the total of all reserves and liabilities
of such general account (as such amounts are determined under Section I (a)
of
PTE 95-60) at the date of acquisition or
E-1
[_] have
provided a "Benefit Plan Opinion" satisfactory to Citicorp Mortgage Securities,
Inc. and the Trustee of the trust fund. A Benefit Plan Opinion is an
opinion of counsel to the effect that the proposed transfer will not (a)
cause
the assets of the trust fund to be regarded as "plan assets" and subject
to the
fiduciary responsibility provisions of ERISA or the prohibited transaction
provisions of the Code or Similar Law, (b) give rise to a fiduciary duty
under
ERISA, Section 4975 of the Code or Similar Law on the part of Citicorp Mortgage
Securities, Inc., the Servicer or the Trustee with respect to any Plan, or
(c)
constitute a prohibited transaction under ERISA or Section 4975 of the Code
or
Similar Law.
[The
certificates will be registered in the name of [Nominee Name] but the
undersigned will be the beneficial owner thereof.]
Very
truly yours,
[Name
of
Purchaser]
By:*________________________
Name:
Title:
____________________
* This
letter may be signed by Purchaser's attorney-in-fact if an executed power
of
attorney to such attorney-in-fact is attached hereto; provided that, upon
written instruction from the Issuer to the Trustee, no such attachment shall
be
required.
E-2
EXHIBIT
F
FORM
OF YIELD MAINTENANCE AGREEMENT
F-1
[BNY
LOGO]
Rate
Cap Transaction
Re: BNY
Reference No. 39467
Ladies
and Gentlemen:
The
purpose of this letter agreement (“Agreement”) is to
confirm the terms and conditions of the rate Cap Transaction entered into
on the
Trade Date specified below (the “Transaction”) between
The Bank of New York (“BNY”), a trust company duly
organized and existing under the laws of the State of New York, and U.S Bank
National Association, not in its individual capacity, but solely as trustee
(in
such capacity, the “Trustee”) under the Pooling and
Servicing Agreement, dated as of June 1, 2007, among Citicorp Mortgage
Securities, Inc., as depositor (the “Depositor”),
CitiMortgage, Inc., as servicer (the “Servicer”) and
master servicer (the “Master Servicer”), Citibank,
N.A., as paying agent, certificate registrar and authenticating agent and
the
Trustee (the “Pooling and Servicing
Agreement”). CMALT (CitiMortgage Alternative Loan
Trust), Series 2007-A6 (the “Issuing Entity”) is referred to herein as the
“Counterparty”. This Agreement, which evidences a complete and
binding agreement between you and us to enter into the Transaction on the
terms
set forth below, constitutes a “Confirmation” as
referred to in the “ISDA Form Master Agreement” (as
defined below), as well as a “Schedule” as referred to in the ISDA Form Master
Agreement.
1. Form
of Agreement. This Agreement is subject to the 2000 ISDA
Definitions (the
“Definitions”), as published
by the International Swaps and Derivatives Association, Inc.
(“ISDA”). You and we have agreed to enter
into this Agreement in lieu of negotiating a Schedule to the 1992 ISDA Master
Agreement (Multicurrency—Cross Border) form (the
“ISDA Form Master
Agreement”). An ISDA Form Master Agreement, as modified
by the Schedule terms in Paragraph 4 of this Confirmation (the
“Master Agreement”), shall be deemed to have been
executed by you and us on the date we entered into the
Transaction. Except as otherwise specified, references herein to
Sections shall be to Sections of the ISDA Form Master Agreement and the Master
Agreement, and references to Paragraphs shall be to paragraphs of this
Agreement. In the event of any inconsistency between the provisions of this
Agreement and the Definitions or the ISDA Form Master Agreement, this Agreement
shall prevail for purposes of the Transaction. Capitalized terms not
otherwise defined herein or in the Definitions or the Master Agreement shall
have the meaning defined for such term in the Pooling and Servicing
Agreement.
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2.
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Certain
Terms. The terms of the particular Transaction to
which this Confirmation relates are as
follows:
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Type
of
Transaction: Rate
Cap
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|
Notional
Amount:
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With
respect to any Calculation Period the amount set forth for such
period on
Schedule I attached hereto.
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FIXED
AMOUNTS
Fixed
Amount
Payer: Counterparty
Fixed
Amount: USD
186,000.00
Fixed
Amount Payer
FLOATING
AMOUNTS
Floating
Rate
Payer: BNY
Floating
Rate for initial
Calculation
Period:
To be determined
Floating
Rate Day Count
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Floating
Rate Option:
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USD-LIBOR-BBA,
provided, however, if the Floating Rate Option for a Calculation
Period is
greater than 8.90% then the Floating Rate Option for such Calculation
Period shall be deemed equal to
8.90%.
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Designated
Maturity: One
month
Spread: Inapplicable
Floating
Rate Payer
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Period
End Dates:
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The
25th
day
of each month, beginning on July 25, 2007 and ending on the Termination
Date with No Adjustment
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Floating
Rate Payer
Payment
Dates: Early
Payment shall be applicable. The Floating Rate Payer Payment Date shall be
one
(1) Business Day preceding each Floating Rate Payer Period End
Date.
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Reset
Dates:
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The
first day of each Calculation
Period
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Compounding: Inapplicable
Business
Days:
New York
Calculation
Agent:
BNY
3. Additional
Provisions:
1) Reliance. Each
party hereto is hereby advised and acknowledges that the other party has
engaged
in (or refrained from engaging in) substantial financial transactions and
has
taken (or refrained from taking) other material actions in reliance upon
the
entry by the parties into the Transaction being entered into on the terms
and
conditions set forth herein.
2) Transfer,
Amendment and Assignment. No transfer, amendment, waiver,
supplement, assignment or other modification of this Transaction shall be
permitted by either party unless each of Standard & Poor’s Ratings Service,
a division of The McGraw-Hill Companies, Inc
(“S&P”), Fitch Ratings (“Fitch”) and Moody’s
Investors Service, Inc. (“Moody’s”), has been provided
notice of the same and confirms in writing (including by facsimile transmission)
that it will not downgrade, qualify, withdraw or otherwise modify its
then-current ratings on the Certificates issued under the Pooling and Servicing
Agreement (the “Certificates”).
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4.
|
Provisions
Deemed Incorporated in a Schedule to the Master
Agreement:
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1)
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No
Netting Between Transactions. The parties agree that
subparagraph (ii) of Section 2(c) will apply to any
Transaction.
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2)
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Termination
Provisions. Subject to the provisions of Paragraph
4(10) below, for purposes of the Master
Agreement:
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(a)
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“Specified
Entity” is not applicable to BNY or the Counterparty for
any
purpose.
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(b)
|
The
“Breach of Agreement” provision of Section
5(a)(ii) will not apply to BNY or the
Counterparty.
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(c)
|
The
“Credit Support Default” provisions of Section
5(a)(iii) will not apply to BNY (except with respect to credit
support
furnished pursuant to Paragraph 4 9) below or the
Counterparty.
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(d)
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The
“Misrepresentation” provisions of Section
5(a)(iv) will not apply to BNY or the
Counterparty.
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(e)
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“Default
under Specified Transaction” is not applicable to BNY or the
Counterparty for any purpose, and, accordingly, Section 5(a)(v)
shall not
apply to BNY or the Counterparty.
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(f)
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The
“Cross Default” provisions of Section 5(a)(vi)
will not apply to BNY or to the
Counterparty.
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(g)
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The
“Bankruptcy” provisions of Section 5(a)(vii)(2)
will not apply to the Counterparty; the words “trustee” and “custodian” in
Section 5(a)(vii)(6) will not include the Trustee; and the words
“specifically authorized ” are inserted before the word “action” in
Section 5(a)(vii)(9).
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(h)
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The
“Credit Event Upon Merger” provisions of Section
5(b)(iv) will not apply to BNY or the
Counterparty.
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(i)
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The
“Automatic Early Termination” provision of
Section 6(a) will not apply to BNY or to the
Counterparty.
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(j)
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Payments
on Early Termination. For the purpose of Section
6(e):
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(i) Market
Quotation will apply.
(ii) The
Second Method will apply.
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(k)
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“Termination
Currency” means United States
Dollars.
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(l)
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No
Additional Amounts Payable by Counterparty. The
Counterparty shall not be required to pay any additional amounts
pursuant
to Section 2(d)(i)(4) or 2(d)(ii).
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3) Tax
Representations.
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(a)
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Payer
Representations. For the purpose of Section 3(e), BNY
and the Counterparty make the following
representations:
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It
is not
required by any applicable law, as modified by the practice of any relevant
governmental revenue authority, of any Relevant Jurisdiction to make any
deduction or withholding for or on account of any Tax from any payment (other
than interest under Section 2(e), 6(d)(ii) or 6(e)) to be made by it to the
other party under this Agreement. In making this representation, it
may rely on:
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(i)
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the
accuracy of any representations made by the other party pursuant
to
Section 3(f);
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(ii)
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the
satisfaction of the agreement contained in Section 4 (a)(i) or
4(a)(iii)
and the accuracy and effectiveness of any document provided by
the other
party pursuant to Section 4 (a)(i) or 4(a)(iii);
and
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(iii)
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the
satisfaction of the agreement of the other party contained in Section
4(d), provided that it shall not be a breach of this representation
where
reliance is placed on clause (ii) and the other party does not
deliver a
form or document under Section 4(a)(iii) by reason of material
prejudice
of its legal or commercial
position.
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(b)
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Payee
Representations. For the purpose of Section 3(f), BNY and the
Counterparty make the following
representations.
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(i) The
following representation will apply to BNY:
(x)
It is
a “U.S. person” (as that term is used in section 1.1441-4(a)(3)(ii) of the
United States Treasury Regulations) for United States federal income tax
purposes, (y) it is a trust company duly organized and existing under the
laws
of the State of New York, and (y) its U.S. taxpayer identification number
is
135160382.
(ii) The
following representation will apply to the Counterparty:
The
beneficial owner of payments made to it under this Agreement is a “U.S. person”
(as that term is used in section 1.1441-4(a)(3)(ii) of United States Treasury
Regulations) for United States federal income tax purposes.
4) Documents
to be delivered. For the purpose of Section
4(a):
(a) Tax
forms, documents or certificates to be delivered are:
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Party
required to deliver document
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Form/Document/
Certificate
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Date
by which to be delivered
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Covered
by Section 3(d) Representation
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BNY
and Counterparty
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Any
document required or reasonably requested to allow the other party
to make
payments under this Agreement without any deduction or withholding
for or
on the account of any tax.
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Upon
the execution and delivery of this Agreement
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Yes
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(b) Other
documents to be delivered are:
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Party
required to deliver document
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Form/Document/
Certificate
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Date
by which to be delivered
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Covered
by Section 3(d) Representation
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BNY
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A
certificate of an authorized officer of the party, as to the incumbency
and authority of the respective officers of the party signing this
Agreement, any relevant Credit Support Document, or any Confirmation,
as
the case may be.
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Upon
the execution and delivery of this Agreement
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Yes
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Counterparty
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(i)
a copy of the executed Pooling and Servicing Agreement, and (ii)
an
incumbency certificate verifying the true signatures and authority
of the
person or persons signing this letter agreement on behalf of the
Counterparty.
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Upon
the execution and delivery of this Agreement
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Yes
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BNY
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A
copy of the most recent publicly available regulatory call
report.
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Promptly
after request by the other party
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Yes
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BNY
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Legal
Opinion as to enforceability of the Agreement.
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Upon
the execution and delivery of this Agreement.
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Yes
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Counterparty
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Certified
copy of the Board of Directors resolution (or equivalent authorizing
documentation) which sets forth the authority of each signatory
to the
Confirmation signing on its behalf and the authority of such party
to
enter into Transactions contemplated and performance of its obligations
hereunder.
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Upon
the execution and delivery of this Agreement.
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Yes
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5)
Miscellaneous.
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(a)
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Address
for Notices: For the purposes of Section
12(a):
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Address
for notices or communications to BNY:
The
Bank
of New York
Swaps
and
Derivative Products Group
Global
Market Division
32
Old
Slip 15th Floor
Attention:
Steve Lawler
with
a
copy to:
The
Bank
of New York
Swaps
and
Derivative Products Group
32
Old
Slip 16th Floor
Attention:
Andrew Schwartz
(For
all
purposes)
Address
for notices or communications to the Counterparty:
U.S
Bank
National Association
One
Federal Street, 3rd Floor
Tel: (617)
603-6402
Fax: (617)
603-6637
with
a
copy to
Citibank
Agency and Trust
388
Greenwich Street, 14th Floor
Tel: (212)
816-5685
Fax: (212)
816-5527
(b) Process
Agent. For the purpose of Section 13(c):
BNY
appoints as its Process
Agent: Not
Applicable
The
Counterparty appoints as its Process
Agent: Not
Applicable
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(c)
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Offices. The
provisions of Section 10(a) will not apply to this Agreement; neither
BNY
nor the Counterparty have any Offices other than as set forth in
the
Notices Section and BNY agrees that, for purposes of Section 6(b),
it
shall not in future have any Office other than one in the United
States.
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(d)
|
Multibranch
Party. For the purpose of Section
10(c):
|
BNY
is
not a Multibranch Party.
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The
Counterparty is not a Multibranch
Party.
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(e)
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Calculation
Agent. The Calculation Agent is
BNY.
|
(f)Credit
Support Document.Not applicable for either BNY (except with respect to
credit support furnished pursuant to Paragraph 9) or the
Counterparty.
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(g)
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Credit
Support Provider.
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BNY:
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Not
Applicable (except with respect to credit support furnished pursuant
to
Paragraph 9)
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Counterparty:
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Not
Applicable
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(h)
|
Governing
Law. The parties to this Agreement hereby agree that
the law of the State of New York shall govern their rights and
duties in
whole, without regard to conflict of law provisions thereof other
than New
York General Obligations Law Sections 5-1401 and
5-1402.
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(i)
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Severability. If
any term, provision, covenant, or condition of this Agreement,
or the
application thereof to any party or circumstance, shall be held
to be
invalid or unenforceable (in whole or in part) for any reason,
the
remaining terms, provisions, covenants, and conditions hereof shall
continue in full force and effect as if this Agreement had been
executed
with the invalid or unenforceable portion eliminated, so long as
this
Agreement as so modified continues to express, without material
change,
the original intentions of the parties as to the subject matter
of this
Agreement and the deletion of such portion of this Agreement will not
substantially impair the respective benefits or expectations of
the
parties.
|
The
parties shall endeavor to engage in good faith negotiations to replace any
invalid or unenforceable term, provision, covenant or condition with a valid
or
enforceable term, provision, covenant or condition, the economic effect of
which
comes as close as possible to that of the invalid or unenforceable term,
provision, covenant or condition.
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(j)
|
Recording
of Conversations. Each party (i) consents to the
recording of telephone conversations between the trading, marketing
and
other relevant personnel of the parties in connection with this
Agreement
or any potential Transaction, (ii) agrees to obtain any necessary
consent
of, and give any necessary notice of such recording to, its relevant
personnel and (iii) agrees, to the extent permitted by applicable
law,
that recordings may be submitted in evidence in any
Proceedings.
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(k)
|
Waiver
of Jury Trial. Each party waives any right it may have
to a trial by jury in respect of any Proceedings relating to this
Agreement or any Credit Support
Document.
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(l)
|
Non-Recourse. Notwithstanding
any provision herein or in the ISDA Form Master Agreement to the
contrary,
the obligations of the Counterparty hereunder are limited recourse
obligations of the Counterparty,
payable
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solely
from the Issuing Entity and the proceeds thereof to satisfy the
Counterparty's obligations hereunder. In the event that the Issuing
Entity
and proceeds thereof should be insufficient to satisfy all claims
outstanding and following the realization of the Issuing Entity
and the
distribution of the proceeds thereof in accordance with the Pooling
and
Servicing Agreement, any claims against or obligations of the Counterparty
under the ISDA Form Master Agreement or any other confirmation
thereunder,
still outstanding shall be extinguished and thereafter not
revive. This provision shall survive the expiration of this
Agreement.
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(m)
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Limitation
on Institution of Bankruptcy Proceedings. BNY shall
not institute against or cause any other person to institute against,
or
join any other person in instituting against the Counterparty,
any
bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings, under any of the laws of the United States or any
other
jurisdiction, for a period of one year and one day (or, if longer,
the
applicable preference period) following indefeasible payment in
full of
the Certificates. This provision shall survive the expiration
of this Agreement.
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(n)
|
Remedy
of Failure to Pay or Deliver. The ISDA Form Master
Agreement is hereby amended by replacing the word “third” in the third
line of Section 5(a)(i) by the word
“second”.
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(o)
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“Affiliate”
will have the meaning specified in Section 14 of the ISDA Form
Master
Agreement, provided that the Counterparty shall not be deemed to
have any
Affiliates for purposes of this Agreement, including for purposes
of
Section 6(b)(ii).
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(p)
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Trustee’s
Capacity. It is expressly understood and agreed by the
parties hereto that insofar as this Confirmation is executed by
the
Trustee (i) this Confirmation is executed and delivered by U.S Bank
National Association, not in its individual capacity but solely
as Trustee
pursuant to the Pooling and Servicing Agreement in the exercise
of the
powers and authority conferred and vested in it thereunder and
pursuant to
instruction set forth therein (ii) each of the representations,
undertakings and agreements herein made on behalf of the trust
is made and
intended not as a personal representation, undertaking or agreement
of the
Trustee but is made and intended for the purpose of binding only
the
Counterparty, and (iii) under no circumstances will U.S Bank National
Association, in its individual capacity be personally liable for
the
payment of any indebtedness or expenses or be personally liable
for the
breach or failure of any obligation, representation, warranty or
covenant
made or undertaken under this Confirmation and (iv) the parties
hereto
acknowledge and agree that under the Pooling and Servicing Agreement
and
in connection with this Agreement, Citibank, N.A., as Paying Agent
under
the Pooling and Servicing Agreement may act for the Counterparty
hereunder, and BNY hereby acknowledges and
agrees
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that
it will, unless otherwise directed by the Trustee under the Pooling
and
Servicing Agreement, make all payments hereunder to, and otherwise
deal
directly with, the Paying Agent on behalf of the
Counterparty. Any and all payments made by BNY to the Paying
Agent pursuant to this provision shall discharge in full BNY’s obligation
to make payments to the Counterparty under the
Agreement.
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(q)
|
Trustee’s
Representation. U.S Bank National Association, as
Trustee, represents and warrants
that:
|
It
has
been directed under the Pooling and Servicing Agreement to enter into this
letter agreement as Trustee on behalf of the Counterparty.
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(r)
|
Amendment
to Pooling and Servicing Agreement. Notwithstanding
any provisions to the contrary in the Pooling and Servicing Agreement,
none of the Depositor or the Trustee shall enter into any amendment
thereto which could have a material adverse effect on BNY without
the
prior written consent of BNY.
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6)
|
Additional
Representations. Section 3 is hereby amended, by
substituting for the words “Section 3(f)” in the introductory sentence
thereof the words “Sections 3(f) and 3(i)” and by adding, at the end
thereof, the following Sections 3(g), 3(h) and
3(i):
|
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|
“(g)
|
Relationship
Between Parties.
|
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|
(1)
|
Nonreliance.
It is not relying on any statement or representation of the other
party
regarding the Transaction (whether written or oral), other than
the
representations expressly made in this Agreement or the Confirmation
in
respect of that Transaction.
|
(2) Evaluation
and Understanding.
|
|
(i)
|
Each
Party acknowledges that U.S Bank National Association has been
directed
under the Pooling and Servicing Agreement to enter into this Transaction
as Trustee on behalf of the
Counterparty.
|
|
|
(ii)
|
It
is acting for its own account and has the capacity to evaluate
(internally
or through independent professional advice) the Transaction and
has made
its own decision to enter into the Transaction; it is not relying
on any
communication (written or oral) of the other party as investment
advice or
as a recommendation to enter into such transaction; it being understood
that information and explanations related to the terms and conditions
of
such
|
|
|
transaction
shall not be considered investment advice or a recommendation to
enter
into such transaction. No communication (written or oral)
received from the other party shall be deemed to be an assurance
or
guarantee as to the expected results of the transaction;
and
|
|
|
(iii)
|
It
understands the terms, conditions and risks of the Transaction
and is
willing and able to accept those terms and conditions and to assume
(and
does, in fact assume) those risks, financially and
otherwise.
|
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|
(3)
|
Principal. The
other party is not acting as a fiduciary or an advisor for it in
respect
of this Transaction.
|
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|
(h)
|
Exclusion
from Commodities Exchange Act. (A) It is an “eligible
contract participant” within the meaning of Section 1a(12) of the
Commodity Exchange Act, as amended; (B) this Agreement and each
Transaction is subject to individual negotiation by such party;
and (C)
neither this Agreement nor any Transaction will be executed or
traded on a
“trading facility” within the meaning of Section 1a(33) of the Commodity
Exchange Act, as amended.
|
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(i)
|
ERISA
(Pension Plans). It is not a pension plan or
employee benefits plan and it is not using assets of any such plan
or
assets deemed to be assets of such a plan in connection with this
Transaction.
|
|
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7)
|
Set-off. Notwithstanding
any provision of this Agreement or any other existing or future
agreement
(but without limiting the provisions of Section 2(c) and Section
6, except
as provided in the next sentence), each party irrevocably waives
any and
all rights it may have to set off, net, recoup or otherwise withhold
or
suspend or condition payment or performance of any obligation between
it
and the other party hereunder against any obligation between it
and the
other party under any other agreements. The last sentence of
the first paragraph of Section 6(e) shall not apply for purposes
of this
Transaction.
|
|
|
8)
|
Additional
Termination Events. The following Additional
Termination Events will apply, in
each case with respect to BNY as the sole Affected Party (unless
otherwise
provided below):
|
|
|
(i) Remedy
of Ratings Events. BNY fails to comply with the
provisions of Paragraph 9.
|
|
|
(ii)
|
Provision
of Information Required by Regulation AB. BNY Fails to
comply with the provisions of Section 4(12) below within the time
provided
for therein.
|
9) Ratings
Downgrade. For purposes of each Transaction:
(i) Certain
Definitions.
(A) “Rating
Agency Condition” means, with respect to any particular proposed
act or omission to act hereunder, that the Trustee shall have received prior
written confirmation from each of the applicable Rating Agencies, and shall
have
provided notice thereof to BNY, that the proposed action or inaction would
not
cause a downgrade or withdrawal of their then-current ratings of the
Certificates.
(B) “Qualifying
Ratings” means, with respect to the debt of any assignee or
guarantor under Paragraph 4(9)(ii) below,
(x) a
short-term unsecured and unsubordinated debt rating of “P-1” (not on watch for
downgrade), and a long-term unsecured and unsubordinated debt of ”A1” (not on
watch for downgrade) (or, if it has no short-term unsecured and unsubordinated
debt rating, a long term rating of “Aa3” (not on watch for downgrade) by
Moody’s,
(y) a
short-term unsecured and unsubordinated debt rating of “A-1” by S&P,
and
(z) a
short-term unsecured and unsubordinated debt rating of “F-1” by
Fitch.
(C) A
“Collateralization Event” shall occur with respect to
BNY (or any applicable credit support provider) if:
(x) its
short-term unsecured and unsubordinated debt rating is reduced to “P-1” (and is
on watch for downgrade) or below, and its long-term unsecured and unsubordinated
debt is reduced to ”A1” (and is on watch for downgrade) or below (or, if it has
no short-term unsecured and unsubordinated debt rating, its long term rating
is
reduced to “Aa3” (and is on watch for downgrade) or below) by Moody’s,
or
(y) its
short-term unsecured and unsubordinated debt rating is reduced below “A-1” by
S&P; or
(z) its
short-term unsecured and unsubordinated debt rating is reduced below “F-1” by
Fitch.
(D) A
“Ratings Event” shall occur with respect to BNY (or
any applicable credit support provider) if:
(x) its
short-term unsecured and unsubordinated debt rating is withdrawn or reduced
to
“P-2” or below by Moody’s and its long-term unsecured and unsubordinated debt is
reduced to “A3” or below (or, if it has no short-term unsecured and
unsubordinated debt rating, its long term rating is reduced to “A2” or below) by
Moody’s, or
(y) its
long-term unsecured and unsubordinated debt rating is withdrawn or
reduced below “BBB-” by S&P, or
(z) its
long-term unsecured and unsubordinated debt rating is withdrawn or
reduced below “BBB-” by Fitch.
For
purposes of (C) and (D) above, such events include those occurring in connection
with a merger, consolidation or other similar transaction by BNY or any
applicable credit support provider, but they shall be deemed not to occur
if,
within 30 days (or, in the case of a Ratings Event, 10 Business Days)
thereafter, each of the applicable Rating Agencies has reconfirmed the ratings
of the Certificates, as applicable, which were in effect immediately prior
thereto. For the avoidance of doubt, a downgrade of the rating on the
Certificates could occur in the event that BNY does not post sufficient
collateral.
(ii) Actions
to be Taken Upon Occurrence of Event. Subject, in each case
set forth in (A) and (B) below, to satisfaction of the Rating Agency
Condition:
(A) Collateralization
Event. If a Collateralization Event occurs with respect
to BNY (or any applicable credit support provider), then BNY shall, at its
own
expense, within thirty (30) days of such Collateralization Ratings
Event:
(1) post
collateral under agreements and other instruments approved by the Counterparty,
such approval not to be unreasonably withheld, which will be sufficient to
restore the immediately prior ratings of the Certificates,
(2) assign
the Transaction to a third party, the ratings of the debt of which (or of
the
guarantor of which) meet or exceed the Qualifying Ratings, on terms
substantially similar to this Confirmation, which party is approved by the
Counterparty, such approval not to be unreasonably withheld,
(3) obtain
a guaranty of, or a contingent agreement of, another person, the ratings
of the
debt of which (or of the guarantor of which) meet or exceed the Qualifying
Ratings, to honor BNY’s obligations under this Agreement, provided that
such other person is approved by the Counterparty, such approval not to be
unreasonably withheld, or
(4) establish
any other arrangement approved by the Counterparty, such approval not to
be
unreasonably withheld, which will be sufficient to restore the immediately
prior
ratings of their Certificates.
(B) Ratings
Event. If a Ratings Event occurs with respect to BNY
(or any applicable credit support provider), then BNY shall, at its own expense,
within ten (10) Business Days of such Ratings Event:
(1) assign
the Transaction to a third party, the ratings of the debt of which (or of
the
guarantor of which) meet or exceed the Qualifying Ratings, on terms
substantially similar to this
Confirmation,
which party is approved by the Counterparty, such approval not to be
unreasonably withheld,
(2) obtain
a guaranty of, or a contingent agreement of, another person, the ratings
of the
debt of which (or of the guarantor of which) meet or exceed the Qualifying
Ratings, to honor BNY’s obligations under this Agreement, provided that
such other person is approved by the Counterparty, such approval not to be
unreasonably withheld, or
(3) establish
any other arrangement approved by the Counterparty, such approval not to
be
unreasonably withheld, which will be sufficient to restore the immediately
prior
ratings of the Certificates.
|
|
10)
|
Additional
Provisions. Notwithstanding the terms of Sections 5
and 6 of the ISDA Form Master Agreement, if the Counterparty has
satisfied
its payment obligations under Section 2(a)(i) of the ISDA Form
Master
Agreement, and shall, at the time, have no future payment or delivery
obligation, whether absolute or contingent, then unless BNY is
required
pursuant to appropriate proceedings to return to the Counterparty
or
otherwise returns to the Counterparty upon demand of the Counterparty
any
portion of such payment, (a) the occurrence of an event described
in
Section 5(a) of the ISDA Form Master Agreement with respect to
the
Counterparty shall not constitute an Event of Default or Potential
Event
of Default with respect to the Counterparty as the Defaulting Party
and
(b) BNY shall be entitled to designate an Early Termination Date
pursuant
to Section 6 of the ISDA Form Master Agreement only as a result
of a
Termination Event set forth in either Section 5(b)(i) or Section
5(b)(ii)
of the ISDA Form Master Agreement with respect to BNY as the Affected
Party or Section 5(b)(iii) of the ISDA Form Master Agreement with
respect
to BNY as the Burdened Party.
|
|
|
11)
|
BNYPayments
to be made to Paying
Agent. BNY will, unless otherwise
directed by the Paying Agent, make all payments hereunder to the
Paying
Agent. Payment made to the Paying Agent at the account
specified herein or to another account specified in writing by
the Paying
Agent shall satisfy the payment obligations of BNY hereunder to
the extent
of such payment.
|
|
|
12)
|
Compliance
with Regulation AB: (i) For purposes of
Item 1115 of Subpart 229.1100 – Asset Backed Securities (Regulation AB)
(17 C.F.R. §§.§§.229.1100 – 229.1123) (“Regulation
AB”) under the Securities Act of 1933, as amended, and
the
Securities Exchange Act of 1934, as amended (the “Exchange
Act”), as amended and interpreted by the Securities and
Exchange Commission and its staff, if the Depositor or the Counterparty
makes a determination, acting reasonably and in good faith, that
(x) the
applicable “significance percentage” with respect to this Agreement has
been reached, and (y) it has a reporting obligation under the Exchange
Act, then BNY shall, within five (5) Business Days after notice
to that
effect, at its sole expense, take one of the following actions
(each
subject to
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|
|
satisfaction
of the applicable requirements of the Rating Agencies): (1) provide
(including, if permitted by Regulation AB, provision by reference
to
reports filed pursuant to the Exchange Act or otherwise publicly
available
information): (A) the financial data required by Item 301 of Regulation
S–K (17 C.F.R. §229.301), pursuant to Item 1115(b)(1) or; (B) financial
statements meeting the requirements of Regulation S–X (17 C.F.R.
§§210.1–01 through 210.12–29, but excluding 17 C.F.R. §§. 210.3–05 and
Article 11 of Regulation S–X (17 C.F.R. §§. §§. 210.11–01 through
210.11–03)), pursuant to Item 1115(b)(2), depending on the applicable
significance percentage; or (C) such other financial information
as may at
the time be required or permitted to be provided in satisfaction
of the
requirements of Item 1115(b); together with accountants consent
and/or
procedure letter relating thereto, or (2) deliver collateral pursuant
to
an ISDA Credit Support Annex (subject to New York Law) in an amount
sufficient to reduce the “significance percentage” (determined by the
Depositor, acting reasonably and in good faith) below the requirements
of
Item 1115(b)(1) or of Item 1115(b)(2), respectively; or (3) secure
another
entity able to comply with the requirements of Item 1115(b) of
Regulation
AB to replace BNY as party to this Agreement, on substantially
similar
terms, the debt rating of which entity (or credit support provider
therefor) meets or exceeds the applicable requirements of the applicable
Rating Agencies.
|
(ii) In
the event that BNY provides financial data or financial statements in accordance
with Paragraph 4(12)(i) above, BNY will indemnify and hold harmless the
Depositor, its directors or officers and any person controlling the Depositor,
from and against any and all losses, claims, damages and liabilities caused
by
any untrue statement or alleged untrue statement of a material fact contained
therein or caused by any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading. The Depositor will indemnify and hold harmless BNY, its
directors or officers and any person controlling the Depositor, from and
against
any and all losses, claims, damages and liabilities caused by any untrue
statement or alleged untrue statement of a material fact contained in all
offering materials (other than said financial information and the description
of
BNY provided by BNY for inclusion in such offering materials or reports)
filed
with the Commission or delivered to investors in connection with the offering
of
the Certificates and in reports of the Depositor filed under the Exchange
Act in
respect of the Certificates, or caused by any omission or alleged omission
to
state therein a material fact required to be stated therein or necessary
to make
the statements therein, in light of the circumstances under which they were
made, not misleading. The Depositor shall be an express third party
beneficiary of, and assumes the obligations set forth in this Paragraph 4(12)
as
if a party hereto to the extent of the Depositor’s rights and obligations
explicitly specified herein.
5. Account
Details and Settlement Information:
Payments
to BNY:
The
Bank
of New York
Derivative
Products Support Department
32
Old
Slip, 16th
Floor
Attention:
Renee Etheart
ABA
#021000018
Account
#890-0068-175
Reference:
Interest Rate Swap/Cap
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|
Payments
to Counterparty:
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Citibank,
N.A.
New
York,
NY
ABA
#
021-000-089
Structured
Finance Concentration Account A/C 3617-2242
For
Further Credit to Account # 106800
Yield
Account for CMALT 2007-A6 Class IA-1
6. Counterparts. This
Agreement may be executed in several counterparts, each of which shall be
deemed
an original but all of which together shall constitute one and the same
instrument.
Please
confirm that the foregoing correctly sets forth the terms of our agreement
by
executing this agreement and returning it via facsimile to Derivative Products
Support Dept., Attn: Kenny Au-Yeung at
212-804-5818/5837. Once we receive this we will send you two original
confirmations for execution.
We
are very pleased to have executed this Transaction with you and we look forward
to completing other transactions with you in the near future.
THE
BANK OF NEW YORK
By: _______________________________
Name:
Title:
The
Counterparty, acting through its duly authorized signatory, hereby agrees
to,
accepts and confirms the terms of the foregoing as of the Trade
Date.
CMALT
(CITIMORTGAGE ALTERNATIVE LOAN TRUST), SERIES 2007-A6
BY: U.S
BANK NATIONAL ASSOCIATION, NOT INDIVIDUALLY, BUT SOLELY AS TRUSTEE ON BEHALF
OF
CMALT (CITIMORTGAGE ALTERNATIVE LOAN TRUST), SERIES
2007-A6
By: _______________________________
Name:
Title:
Solely
for purposes of paragraph 4(12):
CITICORP
MORTGAGE SECURITIES, INC.
By: _______________________________
Name:
Title:
SCHEDULE
I
|
Accrual
Start Date
|
Accrual
End Date
|
Notional
Amount (in USD)
|
|
25-Jun-07
|
25-Jul-07
|
67,500,000.00
|
|
25-Jul-07
|
25-Aug-07
|
67,068,679.01
|
|
25-Aug-07
|
25-Sep-07
|
66,346,370.81
|
|
25-Sep-07
|
25-Oct-07
|
65,337,236.89
|
|
25-Oct-07
|
25-Nov-07
|
64,046,567.48
|
|
25-Nov-07
|
25-Dec-07
|
62,480,777.77
|
|
25-Dec-07
|
25-Jan-08
|
60,647,397.15
|
|
25-Jan-08
|
25-Feb-08
|
58,555,051.23
|
|
25-Feb-08
|
25-Mar-08
|
56,213,436.69
|
|
25-Mar-08
|
25-Apr-08
|
53,633,288.84
|
|
25-Apr-08
|
25-May-08
|
50,826,341.85
|
|
25-May-08
|
25-Jun-08
|
47,805,281.88
|
|
25-Jun-08
|
25-Jul-08
|
44,890,505.29
|
|
25-Jul-08
|
25-Aug-08
|
42,079,579.24
|
|
25-Aug-08
|
25-Sep-08
|
39,370,126.46
|
|
25-Sep-08
|
25-Oct-08
|
36,759,823.91
|
|
25-Oct-08
|
25-Nov-08
|
34,246,401.63
|
|
25-Nov-08
|
25-Dec-08
|
31,827,641.49
|
|
25-Dec-08
|
25-Jan-09
|
29,501,375.99
|
|
25-Jan-09
|
25-Feb-09
|
27,265,487.14
|
|
25-Feb-09
|
25-Mar-09
|
25,117,905.34
|
|
25-Mar-09
|
25-Apr-09
|
23,056,608.23
|
|
25-Apr-09
|
25-May-09
|
21,079,619.66
|
|
25-May-09
|
25-Jun-09
|
19,185,008.61
|
|
25-Jun-09
|
25-Jul-09
|
17,370,888.19
|
|
25-Jul-09
|
25-Aug-09
|
15,635,414.59
|
|
25-Aug-09
|
25-Sep-09
|
13,976,786.14
|
|
25-Sep-09
|
25-Oct-09
|
12,393,242.34
|
|
25-Oct-09
|
25-Nov-09
|
10,883,062.90
|
|
25-Nov-09
|
25-Dec-09
|
9,444,566.86
|
|
25-Dec-09
|
25-Jan-10
|
8,076,111.66
|
|
25-Jan-10
|
25-Feb-10
|
6,776,092.28
|
|
25-Feb-10
|
25-Mar-10
|
5,542,940.38
|
|
25-Mar-10
|
25-Apr-10
|
4,375,123.48
|
|
25-Apr-10
|
25-May-10
|
3,271,144.12
|
|
25-May-10
|
25-Jun-10
|
2,229,539.07
|
|
25-Jun-10
|
25-Jul-10
|
1,248,878.56
|
|
25-Jul-10
|
25-Aug-10
|
327,765.50
|
