Common use of Paying Agent and Certificate Registrar Clause in Contracts

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 F1 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.

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 “A-1” by S&P if S&P is a rating agency, and at least F1 “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.