Parties 9 Background 9 Agreement 9 Series Terms 9
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
CMALT
(CitiMortgage Alternative Loan Trust), Series 2007-A3
REMIC
Pass-Through Certificates
March
1, 2007
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 12
|
|
12.4
|
Ratio-stripped
IO and PO classes 12
|
|
12.5
|
Loss
limits 12
|
|
12.6
|
Denominations
12
|
|
12.7
|
The
mortgage loans 12
|
|
12.8
|
Right
to repurchase 13
|
|
12.9
|
Book-entry
and definitive certificates 13
|
|
12.10
|
Voting
interests 13
|
|
12.11
|
Cash
deposit 13
|
|
13
|
Principal
balances 13
|
|
13.1
|
Class
balances 13
|
|
13.2
|
Certificate
balances 13
|
|
14
|
Allocations
14
|
|
14.1
|
Interest
allocations 14
|
|
14.2
|
Principal
allocations 14
|
|
14.3
|
Unscheduled
principal 15
|
|
14.4
|
Maintenance
of subordination 16
|
|
15
|
Allocations
among the senior classes
16
|
|
15.1
|
Order
of allocation among senior target-rate classes
16
|
|
15.2
|
NAS
classes 17
|
|
15.3
|
PAC
and TAC
classes 17
|
|
16
|
Distributions
17
|
|
16.1
|
Types
of distributions 17
|
|
16.2
|
Accrual
and accrual directed classes
17
|
|
16.3
|
Distribution
priorities 17
|
|
16.4
|
Distributions
to certificate holders 18
|
|
16.5
|
Final
distribution on the residual certificates
18
|
|
16.6
|
Wire
transfer eligibility 18
|
|
17
|
Adjustments
to class balances 19
|
|
18
|
Loss
recoveries 20
|
|
19
|
Additional
structuring features 21
|
|
20
|
LIBOR
classes 21
|
|
21
|
Composite
and component classes 22
|
|
22
|
Multiple-pool
series 22
|
|
22.1
|
Adjustment
of subordinated component class principal balances
22
|
|
22.2
|
Maintenance
of subordination 24
|
|
22.3
|
Distribution
shortfalls 24
|
|
22.4
|
Undersubordination
25
|
|
22.5
|
Undercollateralization
25
|
|
22.6
|
Non-subordinated
interest shortfalls 26
|
|
23
|
Super
senior and super senior support classes
27
|
|
24
|
Retail
classes 27
|
|
25
|
Insured
classes 27
|
|
26
|
Advance
account 27
|
|
27
|
REMIC
provisions
27
|
|
27.1
|
Constituent
REMICs
27
|
|
27.2
|
The
class P and class L regular interests
28
|
2
|
27.3
|
Principal
distributions and loss allocations to class L and class P regular
interests 28
|
|
27.4
|
Interest
distributions to class L and class P regular interests
29
|
|
27.5
|
REMIC
accounts and distributions 30
|
|
27.6
|
Tax
matters person 31
|
|
28
|
Yield
maintenance agreement and IA-1 reserve fund
32
|
|
28.1
|
Yield
maintenance agreement 32
|
|
28.2
|
Reserve
fund for class IA-1 certificates
33
|
|
28.3
|
Tax
treatment 34
|
|
29
|
Notice
addresses 34
|
|
30
|
Initial
Depositories 35
|
Standard
Terms 36
1 Definitions
and usages 36
1.1 Defined
terms 36
1.2 Usages
52
1.3 Calculations
respecting mortgage loans 52
2 Transfer
of mortgage loans and issuance of certificates; repurchase and substitution
53
2.1 Transfer
of mortgage loans 53
2.2 CMSI’s
representations and warranties 57
2.3 Repurchase
or substitution of mortgage loans 59
3 Servicing
61
3.1 CitiMortgage
as servicer and master servicer 61
3.2 Collections
62
3.3 Certificate
and other accounts 63
3.4 Prepayment
interest shortfalls 65
3.5 Advances
66
3.6 Distributions
68
3.7 Third-party
servicing 70
3.8 Permitted
withdrawals from certificate account 71
3.9 Expenses
73
3.10 Primary
mortgage insurance 73
3.11 Hazard
insurance 73
3.12 Realization
on defaulted mortgage loans 74
3.13 Release
of mortgage files 76
3.14 Reports
to certificate holders and others 77
3.15 Tax
returns and reports 79
3.16 Application
of buydown funds 79
3.17 Assumption
and modification agreements 80
3.18 Refinancings
and curtailments; loan modifications 81
3.19 Investment
accounts 82
3.20 Paying
Agent and Certificate Xxxxxxxxx 00
3.21 Exchange
Act reporting 85
4 CitiMortgage
86
4.1 Liability
of CitiMortgage and others 86
4.2 Assumption
of CitiMortgage’s obligations by affiliate 87
4.3 Maintenance
of office or agency 87
4.4 Servicer
not to resign 88
4.5 Delegation
of duties 88
4.6 Errors
and omissions insurance
88
5 The
certificates 88
5.1 The
certificates 88
5.2 Registration
of transfer and exchange of certificates 90
5.3 Mutilated,
destroyed, lost or stolen certificates 93
3
5.4 Persons
deemed owners 94
5.5 Access
to list of certificate holders’ names and addresses 94
5.6 Definitive
certificates 94
5.7 Notices
to Clearing Agency 95
6 [Reserved]
95
7 Default
95
7.1 Events
of Default 95
7.2 Trustee
to act; appointment of successor 96
8 The
Trustee 96
8.1 Duties
96
8.2 Liability
98
8.3 Trustee
not liable for certificates or mortgage loans 98
8.4 Trustee
may own certificates 99
8.5 Trustee’s
fees and expenses 99
8.6 Eligibility
requirements for Trustee 100
8.7 Resignation
or removal of Trustee 100
8.8 Successor
trustee 101
8.9 Merger
or consolidation of Trustee 101
8.10 Appointment
of co-trustee or separate trustee 101
8.11 Tax
returns 103
8.12 Appointment
of authenticating agent 103
9 Termination
104
9.1 Termination
upon repurchase by CMSI
or
liquidation of all mortgage loans 104
10 General
provisions 106
10.1 Amendments
106
10.2 Recordation
of Agreement 107
10.3 Limitation
on rights of certificate holders 107
10.4 Governing
law 108
10.5 Maintenance
of REMICs
108
10.6 Notices
108
10.7 Severability
of provisions 108
10.8 Assignment
109
10.9 Certificates
nonassessable and fully paid 109
11 Depositories
109
11.1 Depositories
109
Signatures
and acknowledgments 111
Schedule
1: Servicing criteria to be addressed in report on assessment of
compliance
Appendix
1: Transferee’s Affidavit
Exhibit
A: Forms of certificates A-1
Exhibit
B: Mortgage Loan Schedules
Exhibit
C: Form of Mortgage Document Custodial Agreement C-1
Exhibit
D: Form of Purchaser Letter D-1
Exhibit
E: Form of ERISA Letter E-1
Exhibit
F: Form of Yield Maintenance Agreement F-1
4
Defined
Terms
accrual
class, 17
accrual
directed class, 17
accrual
termination day, 36
advance
account, 27
advance
account advances, 27
advance
account available advance amount, 27
advance
account depository, 27
advance
account depository agreement, 27
advance
account funding date, 27
advance
account trigger date, 27
affiliate,
36
affiliated
mortgage loans, 61
affiliated
Paying Agent advances, 67
affiliated
servicing fee rate, 36
Agent,
90
aggregate
outstanding advances, 36
allocated
loss, 20
alternative
certificate account, 109
alternative
custodial accounts for P&I, 109
alternative
escrow account, 109
alternative
servicing account, 109
applicable
constituent REMIC,
28
appraisal,
36
assumed
principal balance, 32
Authenticating
Agent, 9, 103
Authorized
Officer, 36
Bankruptcy
Code, 36
bankruptcy
coverage termination date, 36
bankruptcy
loss, 36
bankruptcy
loss limit, 36
beneficial
owner, 37
book-entry
certificates, 13
business
day, 37
buydown
account, 37
buydown
funds, 37
buydown
mortgage loan, 37
buydown
subsidy agreement, 37
certificate
account, 63
certificate
holder, 37
certificate
insurance policy, 27
certificate
rate, 10
Certificate
Register, 90
Certificate
Registrar, 10
certificates,
9
Citibank
banking affiliate, 37
CitiMortgage,
9
class,
37
class
A-PO, 9
class
A-PO certificates, 9
class
B
holder, 61
class
B-x, 9
class
B-x
certificates, 9
class
IA-IO, 9
class
IA-IO certificates, 9
class
IA-x, 9
class
IA-x
certificates, 9
class
IIA-1, 9
class
IIA-1
certificates, 9
class
IIA-IO, 9
class
IIA-IO certificates, 9
class
L
regular interest, 28
class
LR
certificates, 9
class
P
regular interests, 28
class
percentage, 37
class
PR
certificates, 9
class
R
certificates, 9
classes
A-x
through
A-y,
38
classes
B-x
through
B-y,
38
Clearing
Agency, 38
Clearing
Agency Participant, 38
closing
date, 10
CMSI,
9
collected
servicing fee, 38
component
classes, 22
composite
class, 22
constituent
REMIC,
27
corporate
trust office, 35
Credit
Suisse Securities, 10
cumulative
loss test, 15
current
interest allocation, 14
custodial
accounts for P&I, 64
custodial
investment account, 83
cut-off
date, 9
debt
service reduction, 38
deficient
valuation, 38
definitive
certificates, 13
delegated
servicer, 38
delinquency
test, 15
denominations,
12
Depository,
39
determination
date, 39
discount
loan, 39
5
disqualified
organization, 90
distribution
account, 68
distribution
day, 10
distribution
day data, 69
distribution
day statement, 70
distribution
report, 77
Eligible
Account, 39
Eligible
Investments, 83
eligible
substitute mortgage loan, 60
ERISA,
39
ERISA
Prohibited holder, 90
ERISA
Restricted Certificates, 39
escrow
accounts, 64
Events
of
Default, 95
Exchange
Act, 39
extraordinary
event, 39
FDIC,
39
Fitch,
39
fraud
loss, 40
fraud
loss limit, 39
Furnished
Document, 97
GIC,
40
GNMA,
40
group,
22, 40
group
target-rate class percentage, 40
Guide,
40
high-cost
mortgage loan, 40
holder,
40
hypothetical
mortgage loan, 40
IA-1
reserve fund, 33
impaired
subordination level, 16
independent
accountants, 40
Indirect
Participant, 40
initial,
40
initial
bankruptcy loss limit, 12
initial
fraud loss amount, 12
initial
special hazard loss limit, 12
insurance
premium, 27
insurance
proceeds, 40
insured
class, 27
Insurer,
27
interest
allocation, 14
interest
allocation carryforward, 14
interest
distribution, 17
interest
portion of a liquidated loan loss, 41
interest
portion of a realized loss, 48
Internal
Revenue Code, 41
investment
account, 41
Investment
Income, 41
IO
class,
41
IO
loan,
41
IO
strip,
41
last
scheduled distribution day, 10
latest
possible maturity date, 10
LIBOR,
21
LIBOR
accrual
period, 21
LIBOR
classes,
21
liquidated
loan, 41
liquidated
loan loss, 41
liquidation
expenses, 41
liquidation
proceeds, 41
loss
recovery, 42
lower-tier
REMIC,
27
lower-tier
REMIC
account,
30
margin,
32
master
servicer, 61
master
servicing fee, 42
master
servicing fee rate, 42
material
breach, 59
maximum
protection percentage, 32
MERS,
54
month,
42
monthly
affiliated servicing fee rate, 36
monthly
master servicing fee rate, 42
monthly
pass-through rate, 45
monthly
third-party servicing fee rate, 51
Xxxxx’x,
42
mortgage,
42
Mortgage
Document Custodial Agreement, 53
Mortgage
Document Custodian, 53
mortgage
documents, 42
mortgage
file, 42
mortgage
loan, 42
mortgage
loan schedule, 42
mortgage
note, 42
Mortgage
Note Custodian, 42
mortgage
note rate, 42
mortgaged
property, 42
mortgagor,
42
multiple-pool
series, 42
NAS
classes,
17
net
liquidation proceeds, 42
net
Paying Agent advances, 43
net
REO
proceeds, 43
net
voluntary advances, 43
non-accelerated
senior classes, 17
nonrecoverable
advance, 43
non-subordinated
losses, 43
non-supported
prepayment interest shortfall, 43
notional
balance, 13
6
officer’s
certificate, 43
opinion
of counsel, 43
order
of
seniority, 43
order
of
subordination, 43
original
value, 44
Originator,
44
outstanding,
44
overcollateralized,
25
PAC
class,
17
Participant,
45
pass-through
rate, 45
Paying
Agent, 10
Paying
Agent failure, 27
Paying
Agent failure advance, 27
percentage
interest, 45
person,
45
planned
amortization class, 17
PO
class,
45
PO
loan,
45
XX
xxxxx,
00
xxxx,
00
pool
distribution amount, 46
pool
I,
22
pool
II,
22
pooling
REMIC,
27
pooling
REMIC
account,
30
predatory
lending law, 46
Predecessor
Certificates, 46
premium
loan, 46
prepayment
interest shortfall, 46
primary
mortgage insurance certificate, 46
principal
allocation, 14
principal
balance, 13
principal
distribution, 17
principal
portion of a liquidated loan loss, 41
principal
portion of a realized loss, 48
principal
prepayment, 46
private
certificates, 46
Proceeding,
46
property
protection expenses, 46
Purchaser,
10
Qualified
GIC, 46
Qualified
Nominee, 47
rating
agency, 10
ratio-stripped
IO class, 48
ratio-stripped
IO loan, 48
ratio-stripped
PO class, 48
ratio-stripped
PO loan, 48
realized
losses, 48
record
date, 48
reduction
amount, 25
regular
interests, 28
Regulation
AB, 86
reimbursement,
17
relevant
servicer, 48
Relieved
interest, 67
REMIC,
48
REMIC
Provisions, 48
remittance
delinquency, 66
remittances
on affiliated mortgage loans, 63
remittances
on third-party loans, 65
REO
loan,
48
REO
proceeds, 48
REO
property, 48
Required
Amount of Certificates, 48
reserve
fund, 27
residual
certificates, 9
residual
distribution, 17
residual
interest, 28
Responsible
Officer, 49
retail
class,
27
retail
reserve fund,
27
S&P,
49
scheduled
monthly loan payment, 49
scheduled
principal balance, 49
scheduled
principal payments, 49
scheduled
servicing fee, 49
Securities
Act, 49
senior
classes, 9
senior
to, 49
Series
Terms, 9
servicing
account advances, 66
servicing
accounts, 64
Servicing
Officer, 49
Similar
Law, 93
single
certificate, 49
single-pool
series, 49
special
hazard loss, 49
special
hazard loss limit, 50
special
hazard percentage, 50
special
servicer, 61
special
servicing agreement, 61
specially
serviced mortgage loans, 61
Standard
Terms, 9
startup
day, 10
subordinate
to, 50
subordinated
classes, 9
subordinated
losses, 50
subordination
depletion date, 50
subordination
level, 16
7
substitution
adjustment amount, 60
substitution
day, 60
super
senior classes, 27
super
senior support classes, 27
TAC
class,
17
target
rate, 12
targeted
amortization class, 17
target-rate
class, 12
target-rate
class percentage, 50
target-rate
loan, 50
target-rate
strip, 50
tax
matters person, 31
third-party
mortgage loans, 61
third-party
Paying Agent advance, 67
third-party
servicer, 61
third-party
servicer advance, 66
third-party
servicing agreement, 61
third-party
servicing fee, 51
third-party
servicing fee rate, 51
Transfer
Instrument, 51
Trust,
9
Trust
Fund, 51
Trustee,
9
U.S.
person, 51
uncommitted
cash, 51
uncommitted
cash advances, 66
undercollateralized,
25
undersubordination,
25
Underwriter,
10
unscheduled
principal payments, 51
upper-tier
REMIC,
28
upper-tier
REMIC
account,
30
voluntary
advance, 66
voting
interest, 13
yield
maintenance agreement, 32
yield
maintenance amount, 33
yield
maintenance payments, 32
yield
maintenance percentage, 32
yield
maintenance provider, 32
yield
maintenance reserve fund, 33
yield
protected certificates, 32
8
March
1, 2007
PARTIES
|
·
|
Citicorp
Mortgage Securities, Inc.,
a
Delaware corporation (CMSI)
|
|
·
|
CitiMortgage,
Inc.,
a
New York corporation (CitiMortgage)
|
|
·
|
U.S.
Bank National Association, a
national banking association, in its individual capacity and as
Trustee
|
|
·
|
Citibank,
N.A.,
a
national banking association, in its individual capacity and as
Paying
Agent, Certificate Registrar, and Authenticating
Agent
|
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
|
The
series
|
12.1 Establishment
A
common
law trust is established under New York law as of March 1, 2007 (the
cut-off
date),
to be
called the “CMALT
(CitiMortgage Alternative Loan Trust), Series 2007-A3” (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-A3 REMIC
Pass-Through
Certificates.” The certificates will consist of and be further designated
as
(i) 16
senior
classes
of
certificates individually designated as
· for
each
integer x,
from 1
through 12, 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
9
department
of Citibank, N.A. as Paying
Agent
and
Certificate Registrar.
The
Mortgage Document Custodian is Citibank, N.A.
The
Underwriters
for the
series are Credit Suisse Securities (USA)
LLC
(Credit
Suisse Securities)
and
Greenwich Capital Markets, Inc., and the Purchaser
is
Greenwich Capital Markets, Inc.
The
certificates will be first executed, authenticated and delivered on March
28,
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 April 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 March 25,
2037.
The
nationally recognized statistical rating
agencies
for the
senior classes are Xxxxx’x and Fitch, and for classes IA-2 and IA-4 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
|
|
IA-1
|
$60,000,000.00
|
(3)
|
N/A
|
N/A
|
March
25, 2037
|
|
IA-2
|
86,382,000.00
|
(3)
|
N/A
|
N/A
|
March
25, 2037
|
|
IA-3
|
86,382,000.00
(notional)(4)
|
(3)
|
N/A
|
N/A
|
March
25, 2037
|
|
IA-4
|
88,350,000.00
|
5.75%
|
N/A
|
X/X
|
Xxxxx
00, 0000
|
|
XX-0
|
25,000,000.00
|
6%
|
N/A
|
X/X
|
Xxxxx
00, 0000
|
|
XX-0
|
9,950,000.00
|
6%
|
N/A
|
X/X
|
Xxxxx
00, 0000
|
|
XX-0
|
177,995,000.00
|
5.75%
|
N/A
|
X/X
|
Xxxxx
00, 0000
|
|
XX-0
|
8,132,000.00
|
6%
|
N/A
|
X/X
|
Xxxxx
00, 0000
|
|
XX-0
|
3,630,000.00
|
6%
|
N/A
|
N/A
|
March
25, 2037
|
|
IA-10
|
60,000,000.00
(notional)(5)
|
(3)
|
N/A
|
N/A
|
March
25, 2037
|
|
IA-11
|
177,995,000.00
(notional)(6)
|
0.25%
|
N/A
|
N/A
|
March
25, 2037
|
|
IA-12
|
88,350,000.00
(notional)(7)
|
0.25%
|
N/A
|
N/A
|
March
25, 2037
|
|
IA-IO
|
463,688,021.11
(notional)(8)
|
Variable
(9)
|
N/A
|
N/A
|
March
25, 2037
|
|
IIA-1
|
14,048,000.00
|
5.5%
|
N/A
|
N/A
|
March
25, 2022
|
|
IIA-IO
|
14,241,366.14
(notional)(8)
|
Variable
(9)
|
N/A
|
N/A
|
March
25, 2022
|
|
A-PO
(composite)
|
801,797.00
|
0%
|
N/A
|
N/A
|
March
25, 2037
|
|
IA-PO
(component)
|
779,466.00
|
0%
|
N/A
|
N/A
|
N/A
|
|
IIA-PO
(component)
|
22,331.00
|
0%
|
N/A
|
N/A
|
N/A
|
10
|
class
|
initial
principal (or notional) balance
|
certificate
rate (per annum)
|
initial
target-rate class percentage (1)
|
initial
subordination level (2)
|
last
scheduled distribution day
|
|
B-1
(composite)
|
12,745,000.00
|
Blended
|
2.554227522916%
|
2.550068183082%
|
March
25, 2037
|
|
IB-1
(component)
|
12,366,458.46
|
6%
|
2.554147744206%
|
N/A
|
N/A
|
|
IIB-1
(component)
|
378,541.54
|
5.5%
|
2.556836533012%
|
N/A
|
N/A
|
|
B-2
(composite)
|
3,998,000.00
|
Blended
|
0.801239830256%
|
1.750113786069%
|
March
25, 2037
|
|
IB-2
(component)
|
3,879,254.68
|
6%
|
0.801214804342%
|
N/A
|
N/A
|
|
IIB-2
(component)
|
118,745.32
|
5.5%
|
0.802058254922%
|
N/A
|
N/A
|
|
B-3
(composite)
|
3,249,000.00
|
Blended
|
0.651132618435%
|
1.100025783094%
|
March
25, 2037
|
|
IB-3
(component)
|
3,152,500.87
|
6%
|
0.651112280967%
|
N/A
|
N/A
|
|
IIB-3
(component)
|
96,499.13
|
5.5%
|
0.651797716419%
|
N/A
|
N/A
|
|
B-4
(composite)
|
2,249,000.00
|
Blended
|
0.450722455790%
|
0.650026423694%
|
March
25, 2037
|
|
IB-4
(component)
|
2,182,202.05
|
6%
|
0.450708377930%
|
N/A
|
N/A
|
|
IIB-4
(component)
|
66,797.95
|
5.5%
|
0.451182845253%
|
N/A
|
N/A
|
|
B-5
(composite)
|
1,749,000.00
|
Blended
|
0.350517374467%
|
0.300071386081%
|
March
25, 2037
|
|
IB-5
(component)
|
1,697,052.64
|
6%
|
0.350506426412%
|
N/A
|
N/A
|
|
IIB-5
(component)
|
51,947.36
|
5.5%
|
0.350875409670%
|
N/A
|
N/A
|
|
B-6
(composite)
|
1,499,692.00
|
Blended
|
0.300553517638%
|
X/X
|
Xxxxx
00, 0000
|
|
XX-0
(component)
|
1,455,149.38
|
6%
|
0.300544130153%
|
N/A
|
N/A
|
|
IIB-6
(component)
|
44,542.62
|
5.5%
|
0.300860517369%
|
N/A
|
N/A
|
|
(1)
|
The
initial target-rate class percentages
are:
|
|
senior
target-rate classes:
|
94.891606680498%
|
|
group
I senior target-rate classes:
|
94.891766235991%
|
|
group
II senior target-rate classes:
|
94.886388723356%
|
|
subordinated
classes:
|
5.108393319502%
|
|
(2)
|
The
initial subordination level for the senior classes is
5.100197945446%.
|
|
(3)
|
The
annual interest rates for the first LIBOR
accrual period of March 25, 2007 through April 24, 2007 (March
1 to March
31 for classes IA-1 and IA-10), 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
|
1st
day of month
|
6%*
|
For
first 12 distribution days: LIBOR
+
4%*
After
first 12 distribution days: 6%
|
6%*
|
4%
|
|
IA-10
|
1st
day of month
|
0%
|
For
first 12 distribution days: 2%
-
LIBOR
After
first 12 distribution days: 0%
|
2%
|
0%
|
11
|
IA-2
|
25th
day of month
|
5.92%
|
LIBOR
+
0.6%**
|
6%**
|
0.6%
|
|
IA-3
|
25th
day of month
|
0.08%
|
5.4%
-
LIBOR
|
5.4%
|
0%
|
|
*
|
Class
IA-1 will benefit from a reserve fund established by Credit Suisse
Securities to provide additional payments to those holders for
the first
12 distribution days at an annual rate of 1.5%. Accordingly, the
effective
interest rate on the class IA-1 certificates for the first distribution
day will be 7.5% per annum. See “Yield maintenance agreement and IA-1
reserve fund — Reserve fund for class IA-1 certificates” below.
|
|
**
|
Class
IA-2 will benefit from a yield maintenance agreement with Credit
Suisse
International that may provide additional payments to those holders
for
distribution days for which LIBOR
is
greater than 5.4%. See “Yield maintenance agreement and IA-1 reserve fund
— Reserve fund for class IA-1 certificates”
below.
|
|
(4)
|
The
notional balance of class IA-3 on any distribution day will equal
the
principal balance of class IA-2 on that distribution
day.
|
|
(5)
|
The
notional balance of class IA-10 on any distribution day will equal
the
principal balance of class IA-1 on that distribution
day.
|
|
(6)
|
The
notional balance of class IA-11 on any distribution day will equal
the
principal balance of class IA-7 on that distribution
day.
|
|
(7)
|
The
notional balance of class IA-12 on any distribution day will equal
the
principal balance of class IA-4 on that distribution
day.
|
|
(8)
|
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.
|
|
(9)
|
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
|
0.3833332048%
|
|
Class
IIA-IO
|
0.0000000000%
|
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
X-0, X-0 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 15- to 30-year fixed-rate conventional one- to
four-family mortgage loans, and
12
· 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
$49,977,848.93 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
|
Principal
balances
|
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.
13
|
14
|
Allocations
|
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
14
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.
15
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-4 and IA-8, the amounts determined under ‘‘NAS
classes’’ below.
Second,
the
lesser of
(a) 99.99%
of
the amount remaining to be distributed, and
(b) $2,620,000
concurrently
to classes XX-0, XX-0, and IA-7, in proportion to their principal balances,
until their principal balances are reduced to zero.
Third,
concurrently,
(a) 56.9284474867%
sequentially to class IA-2 until an aggregate of $23,333,000 is distributed
to
class IA-2 under this clause (a) for all distribution days, and then to class
IA-1 until its principal balance is reduced to zero, and
(b) 43.0715525133%
to class IA-2 until its principal balance is reduced to zero.
Fourth,
concurrently to classes XX-0, XX-0, and IA-7, in proportion to their principal
balances, until their principal balances are reduced to zero.
Fifth,
to
class IA-9 until its principal balance is reduced to zero.
Sixth,
concurrently to classes IA-4 and IA-8, in proportion to their
principal
16
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.
15.2 NAS
classes
Classes
IA-4 and IA-8 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 the percentage shown below of its proportionate share, based on
the
principal balances of its group’s target-rate classes, of scheduled and
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
and TAC
classes
There
are
no planned
amortization
(or
PAC) classes.
There
are
no targeted
amortization
(or
TAC) classes.
|
16
|
Distributions
|
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.
16.2 Accrual
and accrual directed classes
There
are
no accrual
or
accrual directed classes.
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
17
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
18
the
residual certificates, a 100% percentage interest.
|
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
19
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.
|
18
|
Loss
recoveries
|
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.
20
|
19
|
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.
|
20
|
LIBOR
classes
|
Classes
XX-0, XX-0, XX-0 and IA-10 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.
21
|
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.
|
22
|
Multiple-pool
series
|
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 XX-0, XX-0, 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
22
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.
23
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.
24
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
25
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
26
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, their
respective super
senior support classes,
and the
super senior support percentage and support amount for each super senior
class:
|
Super
senior
|
|||
|
class
|
support
class
|
support
percentage
|
support
amount
|
|
XX-0
|
XX-0
|
46.74%
|
$3,801,000
|
|
XX-0
|
XX-0
|
53.26
|
4,331,000
|
|
XX-0
|
XX-0
|
12.31
|
1,225,000
|
|
XX-0
|
XX-0
|
87.69
|
8,725,000
|
After
the
subordination depletion date,
· losses
(other than non-subordinated losses) on a target-rate strip that would otherwise
reduce the principal balance of the super senior classes will instead reduce
the
principal balance of the super senior support class up to an amount for each
super senior class on each distribution day equal to the related support
percentage of the balance of the support class and up to an aggregate amount
for
each super senior class equal to the related support amount.
· a
principal distribution that would otherwise be made to the super senior support
class IA-8 will instead be made to the related super senior classes, in
proportion to their principal balances, until the principal balance of each
super senior class is reduced to zero.
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.
|
24
|
Retail
classes
|
There
are
no retail
classes.
There
is no retail
reserve fund.
|
25
|
Insured
classes
|
There
are
no insured
classes.
There
is no Insurer,
certificate
insurance policy,
insurance
premium,
or
reserve
fund.
|
26
|
Advance
account
|
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
|
REMIC
provisions
|
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
27
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 XX-0, XX-0, XX-0, XX-0, 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 through XX-0, XX-0, and IA-10 through IA-12
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-A3 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
are
four uncertificated class
L regular interests,
designated as “CMALT
(CitiMortgage Alternative Loan Trust), Series 2007-A3 REMIC
Pass-Through Certificates,” and further designated as the “LI-1 regular
interest,” the “LI-2 regular interest,” the “LI-4 regular interest,” and the
“LI-7 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
|
$2,473.261807
|
6%
|
|
PI-Q
|
484,169,144.808193
|
6
|
|
PII-M
|
75.707393
|
5.5
|
|
PII-Q
|
14,804,998.222607
|
5.5
|
|
LI-1
|
60,000,000.00
|
6
|
|
LI-2
|
86,382,000.00
|
6
|
|
LI-4
|
88,350,000.00
|
6
|
|
LI-7
|
177,995,000.00
|
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,
28
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,
· the
class
LI-2 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-2,
· the
class
LI-4 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-4, and
· the
class
LI-7 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-7.
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
29
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
30
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
31
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 Treas-ury Regulations § 1.860F-4(d) and tem-porary Treasury
Regulations § 301.-6231-(a)-(7)-1T.
|
28
|
Yield
maintenance agreement
and IA-1 reserve fund
|
28.1 Yield
maintenance agreement
Class
IA-2 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
Credit Suisse International, (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 Credit Suisse Securities,
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 yield maintenance
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-2
|
5.4%
|
93.6%
|
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.
32
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 to cover the shortfall.
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 Credit Suisse Securities. Thereafter,
any payments resulting from the yield maintenance agreement for the class
will
be paid to Credit Suisse Securities.
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 Credit Suisse Securities, 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 Reserve
fund for class IA-1 certificates
Credit
Suisse Securities has established a reserve fund (the IA-1
reserve fund)
of
$900,000 with the Paying Agent for the benefit of holders of the class IA-1
certificates. For the first 12 distribution days only, the Paying Agent will
pay
to holders of such certificates from the IA-1 reserve fund an additional
1.5%
per annum interest on the principal balance of their certificates. Promptly
following the 12th distribution day, the Paying Agent will pay any amounts
remaining in the IA-1 reserve fund to Credit Suisse Securities. Any fees
or
charges agreed upon by Credit Suisse Securities and the Paying Agent for
the
establishment and operation of the IA-1 reserve fund will be paid by Credit
Suisse Securities, and may not be charged against the IA-1 reserve fund.
33
The
IA-1
reserve fund will be an investment account. The Paying Agent may accept
instructions from Credit Suisse Securities as to the investment of funds
in the
IA-1 reserve fund in eligible investments in accordance with section 3.19
(except as modified by this section 28.2) and the other provisions of this
agreement. In the absence of such instructions, funds in the IA-1 reserve
fund
may not be invested. Investment income on the IA-1 reserve fund will be the
property of Credit Suisse Securities, and will not be deposited in the
certificate account. Any losses on such investments may be offset against
income
on such investments, but may not be charged to the certificate account or
against the initial deposit in the reserve fund.
28.3 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, and the right of the class IA-1 certificates
to
receive payments from the IA-1 reserve fund, as a grantor trust for federal
income tax purposes. The yield maintenance agreement, the yield maintenance
reserve fund, the IA-1 reserve fund, and the right of the IA-1 certificates
to
receive payments from the IA-1 reserve fund are not assets of any REMIC.
CitiMortgage
will treat
· the
holders of the yield protected certificates as the beneficial owners of the
right to receive payments under the yield maintenance agreement and Credit
Suisse Securities 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
· the
holders of the class IA-1 certificates as the beneficial owners of the right
to
receive payments from the IA-1 reserve fund, and Credit Suisse Securities
as the
beneficial owner of the IA-1 reserve fund. Credit Suisse Securities will
be
taxable on any income on the IA-1 reserve fund.
Based
on
information provided annually by CitiMortgage with respect to the yield
protected certificates and the class IA-1 certificates, CitiMortgage will
report
annually to the holders of the yield protected certificates and the class
IA-1
certificates and to the IRS
(as
attachments to Form 1041 or other applicable form) their allocable shares
of
income and expense with respect to
· for
the
yield protected certificates, 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
· for
the
class IA-1 certificates, their right to receive payments from the IA-1 reserve
fund under the rules applicable to debt instruments, and treating each holder
of
class IA-1 certificates as if it were an original holder.
CitiMortgage
will not vary the investment of the holders of the yield protected certificates
or the class IA-1 certificates to take advantage of variations in market
rates
of interest to improve their rates of return.
|
29
|
Notice
addresses
|
Notices
should be sent:
34
To
the
Trustee at its corporate trust office at Xxx Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxxxxx,
Xxxxxxxxxxxxx 00000, Attention: Corporate Trust Services.
To
CMSI
at
Citicorp Mortgage Securities, Inc., 0000 Xxxxxxxxxx Xxxxx, X’Xxxxxx, Xxxxxxxx
00000, Attention: Xxxxxx X. Xxxxxxx.
To
CitiMortgage at CitiMortgage, Inc., 0000 Xxxxxxxxxx Xxxxx, X’Xxxxxx, Xxxxxxxx
00000, Attention: Xxxxxx X. Xxxxxxx.
To
S&P at 00 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention:
RMBS Surveillance.
To
Moody’s at 00 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
To
Fitch
at Residential Mortgage Pass-Through Monitoring, Fitch Ratings, Xxx Xxxxx
Xxxxxx
Xxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000.
To
Citibank, N.A. at (a) for certificate transfer and presentment of
certificates for final distribution, at 000 Xxxx Xxxxxx, 00xx xxxxx, Xxx
Xxxx,
XX 0000, Attention: 15th floor window, and (b) for all other purposes, at
000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Agency and
Trust, CMSI.
To
the
Mortgage Document Custodian at Citibank, N.A., 5280 Corporate Drive, M/C
0005,
Xxxxxxxxx, Xxxxxxxx 00000, Attention: Xxxxxxx Xxxxxxx.
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.
|
30
|
Initial
Depositories
|
The
initial Depository for the certificate and servicing accounts for the mortgage
loans will be Citibank, N.A.
35
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
36
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 the 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
37
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 X-0, X-0, 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 X-0, X-0, X-0X, X-0X, 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 X-0, X-0 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
38
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 Xxxxx’x 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 Xxxxx’x 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 Xxxxx’x 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
39
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.
40
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
41
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:
Xxxxx’x
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:
The
mortgage documents listed in section 2.1 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 Custodian:
The
Mortgage Document Custodian is also designated by CMSI
as the
Mortgage Note Custodian. At any time that the rating agencies’ respective rating
of Citigroup Inc.’s long-term senior debt is below the respective rating
assigned by each such rating agency to the certificates, the Mortgage Note
Custodian may not be an affiliate of CMSI.
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
42
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 X-0, X-0, X-0, X-0, B-5 and B-6.
order
of subordination:
For the
target-rate classes, the following order: classes X-0, X-0,
00
X-0,
X-0,
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,
44
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.
45
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
46
(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
the
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
47
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
48
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 XxXxxx- Xxxx 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
49
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.
50
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
51
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 X-0, X-0, 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.
52
(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 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 shall be a security agreement
under applicable law, and CMSI
shall 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
Document Custodial Agreement
substantially in the form of exhibit C with the Mortgage
Document Custodian
named in
section 12.1. The Mortgage Document Custodian will hold the mortgage documents
in trust for the Trustee and the benefit of the Trustee, any Insurer and
all
present and future certificate holders. The Mortgage Document Custodian may
be
the Trustee, any affiliate of the Trustee, an affiliate of CMSI,
or an
independent entity.
The
Trustee may at any time remove the initial or any successor Mortgage Document
Custodian, and enter into a Mortgage Document Custodial Agreement substantially
in the form of exhibit C hereto pursuant to which the Trustee appoints a
successor Mortgage Document Custodian to hold the Mortgage Documents in trust
for the Trustee and the benefit of the Trustee, all present and future
certificate holders, and any Insurer, which Agreement may provide that the
Mortgage Document Custodian shall conduct the review of each Mortgage File
required under the first paragraph of section 2.3(b), except that, if the
Mortgage Document Custodian so appointed is CMSI
or an
affiliate of CMSI,
the
Trustee may conduct such review.
(c) CMSI
will on
or before the closing date deliver to the Mortgage Document
53
Custodian
on behalf of the Trustee to be held in trust the following documents or
instruments for each mortgage loan (other than mortgage loans secured by
shares
in a cooperative housing corporation) (except to the extent CMSI
is
complying with section 2.1(f)):
(i) 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.
(ii) 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.
(iii) Any
original assumption, modification, buydown or conversion-to-fixed-interest-rate
agreement applicable to the mortgage.
(iv) 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 shall 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.
(v) 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.
(vi) Any
related primary mortgage insurance certificate and related policy or a copy
thereof.
(d) CMSI
will on
or before the closing date deliver to the Mortgage Document Custodian on
behalf
of the Trustee to be held in trust the following documents or instruments
for
each mortgage loan secured by shares in a cooperative housing corporation
(except to the extent CMSI
is
complying with section 2.1(f)):
(i) 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.
(ii) The
original mortgage, with evidence of recording thereon (if recordation was
required under applicable law).
54
(iii) Any
original assumption, modification, buydown or conversion-to-fixed-interest-rate
agreement applicable to the mortgage.
(iv) The
original stocks, shares, membership certificate or other contractual agreement
evidencing ownership;
(v) The
original stock power executed in blank.
(vi) 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.
(vii) 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.
(viii) 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.
(ix) (Except
for mortgage loans (x) secured by mortgaged properties in the State of New
Jersey or (y) 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).
(x) Any
related primary mortgage insurance certificate and related policy.
(e) CMSI
will,
on
or before the closing date, 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.
(f) If
CMSI
is
required under this section 2.1 to deliver an original recorded mortgage
or a
completed assignment in recordable form to the Mortgage Document Custodian
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 the Mortgage Document Custodian 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 the Mortgage Document Custodian by the closing date because the
policy is not yet available, CMSI
may
instead deliver a
55
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 the Mortgage Document Custodian
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 the Mortgage Document Custodian each
assignment referred to in clause (a)(iv) or (b)(vi) and (b)(ix) above 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 the Mortgage Document Custodian 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 the Mortgage
Document Custodian 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, record any UCC-3 financing statements not previously recorded,
and will supply the Mortgage Document Custodian with evidence of the
recordation. CMSI
intends
to effect recordation 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 the above documents to the Mortgage Document Custodian, will
on
the closing date deliver a certification of a Servicing Officer as set forth
in
section 3.13.
(g)
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.
(h)
CMSI
and the
Trustee agree and understand that it is not intended that any mortgage loan
be
included in the Trust that is 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 a “high cost home
mortgage loan,” as defined in the Massachusetts Predatory Home Loan Practices
Act, effective November 9, 2004.
(i)
For
purposes of this section 2.1, a document (other than a promissory
note,
56
letter
of
credit, investment security or similar instrument that in the ordinary course
of
business is transferred by delivery with any necessary indorsement or
assignment), including any original document, 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.
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
57
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 a high cost loan under the predatory lending
law of any jurisdiction in which a mortgaged property is located, no mortgage
loan is a “High Cost Loan” or “Covered Loan,” as such terms are defined in the
current version of Standard & Poor’s LEVELS® Glossary, (Version 5.7 Revised,
Appendix E), and no mortgage loan originated on or after October 1, 2002
through
March 6, 2003 is governed by the Georgia Fair Lending Act;
(x)
A
lender’s title insurance policy or binder approved as such by Xxxxxx Xxx or
Xxxxxxx 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.
58
(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)
Pursuant to the Mortgage Document Custodial Agreement, the Mortgage Document
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. If the Mortgage Document
Custodian finds that a document in a mortgage file is missing or materially
defective, the Mortgage Document Custodian will promptly notify CitiMortgage
and
CMSI
by
e-mail.
(c)
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.
If
CMSI
is
notified by the Mortgage Document Custodian that the documentation for a
mortgage loan is defective, CMSI
will
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).
(d)
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.
(e)
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 Document Custodian 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
59
on
or
after the date of repurchase, and CitiMortgage will, upon receipt, promptly
pay
CMSI
the
amount of any such remittance.
(f)
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;
(g)
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.
(h)
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.
(i)
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
60
assignment
required to transfer, without recourse, the nonconforming mortgage loans
to
CMSI.
(j)
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 the certificates in effect immediately
prior
to CitiMortgage’s entering into the special servicing agreement will not be
qualified, downgraded or withdrawn, and that the certificates will not 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
61
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) Servicing generally.
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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follow
such normal collection procedures as it deems necessary and advisable,
and
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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.
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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
64
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).
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
65
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
66
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
67
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
68
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 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
69
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
70
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
71
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
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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 the 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
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· 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
74
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
75
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
76
been
or
will be so deposited. Upon receipt of the certification and request, the
Trustee
will promptly direct the Mortgage Document Custodian to release the related
mortgage documents 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 Document Custodian to release the related mortgage documents
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 documents to the Mortgage Document Custodian
when CitiMortgage no longer needs them, 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
77
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
shall 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
78
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
shall
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
79
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 forward an original of each assumption and modification agreement to
the
Mortgage Document Custodian (with a copy to the Trustee) to be added to the
related mortgage file, 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.
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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 related mortgage file
will
be released, 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 deliver to the Mortgage Document Custodian for
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.
81
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
82
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, Xxxxxxx Mac, Xxxxxx Xxx, 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, Xxxxxxx Mac or Xxxxxx Xxx,
other
than a senior debt obligation of Xxxxxxx Mac or Xxxxxx Xxx or a mortgage
participation or pass-through certificate guaranteed by Xxxxxxx Mac or Xxxxxx
Xxx, 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 Xxxxx’x 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
83
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 Xxxxx’x 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 Xxxxx’x 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 Xxxxx’x 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 Xxxxx’x 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 Xxxxx’x 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
Xxxxx’x 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
84
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.
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
85
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 shall render all
reasonably requested assistance to CMSI
and
CitiMortgage in providing information necessary for the preparation of such
reports. CMSI
and
CitiMortgage shall 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
86
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
shall
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.
87
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,
Xxxxxx
Xxx or Xxxxxxx 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 Xxxxxx Xxx or Xxxxxxx 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
88
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.
89
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
90
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)
91
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
92
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
shall 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
shall
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
93
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
94
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
95
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,
Xxxxxx
Xxx or Xxxxxxx 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
96
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
97
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 Document
Custodian, or any Note Custodian, Paying Agent, Certificate Registrar, or
Authenticating Agent, nor for their performance of their obligations under
this
agreement, the Mortgage Document 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 Document 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),
98
· 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 Document 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, each Certificate Registrar, each Note Custodian, each Mortgage Document
Custodian, each Depository, each Paying Agent, each 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
99
sentence,
nor of any Note Custodian or Mortgage Document 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. 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.
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 to the 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
the certificates to be 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.
100
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 or mortgage
documents are then held by the Mortgage Note Custodian or Mortgage Document
Custodian, respectively, pursuant to a Mortgage Document Custodial Agreement,
the predecessor Trustee and the Mortgage Note Custodian or the Mortgage Document
Custodian, as the case may be, will amend such Mortgage Document 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, 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
101
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
102
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
103
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 Xxxxxx X. Xxxxxxx, 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
104
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
105
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 Document 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 release to CMSI
the
mortgage files for the mortgage loans.
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
106
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
shall 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
107
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.
108
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 Xxxxx’x 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
109
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
the
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 on the 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 on the certificates.
If
the
rating on the certificates has been downgraded as a result of a rating downgrade
of the Depository, for purposes of this paragraph, the then-current rating
on
the certificates will be the rating assigned to the certificates prior to
any
such downgrade (for any insured class certificates, without reference to
any
certificate insurance policy).
110
SIGNATURES
AND ACKNOWLEDGMENTS
Citicorp
Mortgage Securities, Inc.
By:
/s/
Xxxxxx X. Xxxxxxx
Xxxxxx
X.
Xxxxxxx
President
|
State
of Missouri
|
)
|
|
)
ss.:
|
|
|
County
of St. Xxxxxxx
|
)
|
On
the
26th day of March 2007 before me, a notary public in and for the State of
Missouri, personally appeared Xxxxxx X. Xxxxxxx, 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.
/s/
Xxxxxxx X. Xxxxx
Notary
Public
[Notarial
Seal]
CitiMortgage,
Inc.
By:
/s/
Xxxxxxx X. Xxxxx
Xxxxxxx
X. Xxxxx
Vice
President
|
State
of Missouri
|
)
|
|
)
ss.:
|
|
|
County
of St. Xxxxxxx
|
)
|
On
the
26th day of March 2007 before me, a notary public in and for the State of
Missouri, personally appeared Xxxxxxx X. Xxxxx, known to me who, being by
me
duly sworn, did depose and say that he is Vice President of CitiMortgage,
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.
/s/
Xxxxxxx X. Xxxxx
Notary
Public
[Notarial
Seal]
U.S.
Bank National Association,
in
its
individual capacity and as Trustee
By:
/s/
Xxxxxxxxx Xxxxxx
Xxxxxxxxx
Xxxxxx
Assistant
Vice President
|
Commonwealth
of Massachusetts
|
)
|
|
)
ss.:
|
|
|
County
of Suffolk
|
)
|
On
the
26th day of March 2007 before me, a notary public in and for the Commonwealth
of
Massachusetts, personally appeared Xxxxxxxxx Xxxxxx 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/
Xxxxxx X. Xxxxxxxx, III
Notary
Public
[Notarial
Seal]
Citibank,
N.A.,
in
its
individual capacity and as Paying Agent, Certificate Registrar and
Authenticating Agent
By: /s/
Xxxxx Xxxxx
Xxxxx
Xxxxx
Assistant
Vice President
|
State
of New York
|
)
|
|
)
ss.:
|
|
|
County
of New York
|
)
|
On
the
27th day of March 2007 before me, a notary public in and for the State of
New
York, personally appeared Xxxxx Xxxxx 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.
/s/
Xxxxxxxxxxx X. Xxxxxx
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
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-A3
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
first
distribution day: April 25, 2007
last
scheduled distribution date: March 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
March
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-A3 REMIC Pass-Through
Certificates, consisting of sixteen 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:_______________________________
Xxxxxx
X.
Xxxxxxx
President
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
Date:
March 28, 2007
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 ___________________________________
(State)
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.
X-0-0
XXXXXXX
X-0
FORM
OF CLASS A-IO CERTIFICATES
CMALT
(CitiMortgage Alternative Loan Trust), Series 2007-A3
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
first
distribution day: April 25, 2007
last
scheduled distribution day: March 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 March 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-A3 REMIC Pass-Through
Certificates, consisting of sixteen 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:_______________________________
Xxxxxx
X.
Xxxxxxx
President
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
Date:
March 28, 2007
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 ___________________________________
(State)
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.
X-0-0
XXXXXXX
X-0
FORM
OF CLASS B-4, B-5 AND B-6 CERTIFICATES
CMALT
(CitiMortgage Alternative Loan Trust), Series 2007-A3
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
first
distribution day: April 25, 2007
last
scheduled distribution day: March 25, 2037
|
This
class B-[4][5][6] certificate is subordinated in right of payments
to the
class X, X-0, X-0[,][xxx] X-0[,] [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 March 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-A3 REMIC Pass-Through
Certificates, consisting of sixteen 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:_______________________________
Xxxxxx
X.
Xxxxxxx
President
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
Date:
March 28, 2007
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 ___________________________________
(State)
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.
X-0-0
XXXXXXX
X-0
FORM
OF RESIDUAL CLASS CERTIFICATES
CMALT
(CitiMortgage Alternative Loan Trust), Series 2007-A3
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 March 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-A3 REMIC Pass-Through
Certificates, consisting of sixteen 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:_______________________________
Xxxxxx
X.
Xxxxxxx
President
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
Date:
March 28, 2007
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 ___________________________________
(State)
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.
X-0-0
XXXXXXX
X-0
MORTGAGE
LOAN SCHEDULE
DEEMED
INCORPORATED
B-1
EXHIBIT
B-2
MORTGAGE
LOAN SCHEDULE
DEEMED
INCORPORATED
B-2
EXHIBIT
C
FORM
OF MORTGAGE DOCUMENT CUSTODIAL AGREEMENT
Mortgage
Document Custodial Agreement
March
1, 2007
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 March 1, 2007 relating to CMALT (CitiMortgage
Alternative Loan Trust), Series 2007-A3 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 Document Custodian and Mortgage Note
Custodian.
AGREEMENT
1 Appointment
as Custodian; Acknowledgment of Receipt
(a) Citibank
will serve as Mortgage Document Custodian and Mortgage Note Custodian
(collectively, Custodian)
under
the Pooling Agreement. Citibank certifies to the Trustee that Citibank is
qualified to serve as Mortgage Document Custodian and 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 files, including the mortgage
notes referred to in section 2.1 of the Pooling Agreement. Citibank
acknowledges receipt of the Pooling Agreement and the mortgage
files.
From
time
to time, CitiMortgage will forward to Citibank additional documents evidencing
an assumption or modification of a mortgage loan, and Citibank will hold
such
documents in the related mortgage file in accordance with this agreement
and the
Pooling Agreement.
(c) CitiMortgage
will pay the reasonable custodial fees and expenses of Citibank or its
successor, including the Trustee if the Trustee holds any mortgage files
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
Document Custodial Agreement
March
1, 2007
2 Maintenance
of office
Citibank
will maintain the mortgage files, 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 file by loan number, address of mortgaged property, and name
of
mortgagor,
· maintain
the mortgage files in secure and fire resistant facilities in accordance
with
customary standards for such custody,
· identify
the mortgage files as being held and to hold the mortgage files for and on
behalf of the Trustee for the benefit of all present and future certificate
holders,
· maintain
accurate records pertaining to mortgages in the mortgage files 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 files 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 files as herein provided and will promptly take appropriate
action to remedy any such failure.
Images
of
some documents in a mortgage file may be delivered electronically in accordance
with section 2.1(i) of the Pooling Agreement. Citibank will be deemed to
have
custody of any such documents if it has unrestricted access to such electronic
images.
(b) Release
of Files.
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 file or
the
documents set forth in such direction. All documents so released will be
held by
the recipient in trust for the benefit of the Trustee in accordance with
the
Pooling Agreement. Such mortgage files 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 or 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 files, 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
Document Custodial Agreement
March
1, 2007
Pooling
Agreement. If in the course of such review, or if at any time during the
term of
this agreement, Citibank determines that a document or documents constituting
part of a mortgage file 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 completeness of the mortgage file,
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 files.
(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 the
mortgage files 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
files 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 files; 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
Document Custodial Agreement
March
1, 2007
(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 files, 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 file.
(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 file 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
Document Custodial Agreement
March
1, 2007
taking
and continuing possession of the mortgage files), 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
Document Custodial Agreement
March
1, 2007
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 files 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
Document Custodial Agreement
March
1, 2007
12 Notice
Notices
and other writings will be delivered or mailed, postage prepaid,
· to
the
Trustee at Xxx Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000,
Attention: Corporate Trust Services,
· to
Citibank, N.A. at 0000 Xxxxxxxxx Xxxxx, X/X 0000, Xxxxxxxxx, Xxxxxxxx 00000,
Attention: Xxxxxxx Xxxxxxx, with a copy to Xxxx X. Xxxxxxxx, Vice President
& General Counsel, Citibank, N.A., One Sansome St., 19th fl., Xxx Xxxxxxxxx,
Xxxxxxxxxx 00000, tel: (000) 000-0000, fax: (000) 000-0000, and
· to
CMSI
or CitiMortgage at 0000 Xxxxxxxxxx Xxxxx, X’Xxxxxx, Xxxxxxxx 00000, Attention:
Xxxxxx X. Xxxxxxx
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
March
1, 2007
SIGNATURES
U.S.
BANK
NATIONAL ASSOCIATION,
as
Trustee under the Pooling Agreement
By:_______________________________
Name:
Title:
CITIBANK,
N.A.
as
Custodian
By:_______________________________
Name:
Title:
CITICORP
MORTGAGE SECURITIES, INC.
By:_______________________________
Name:
Title:
CITIMORTGAGE,
INC.
By:_______________________________
Name:
Title:
C-8
EXHIBIT
D
FORM
OF PURCHASER LETTER
[Purchaser]
[Date]
Citicorp
Mortgage Securities, Inc.
0000
Xxxxxxxxxx Xxxxx
X’Xxxxxx,
Xxxxxxxx 00000
Citibank,
N.A.
Agency
& Trust
000
Xxxx
Xxxxxx, 00xx Xxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
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-A3 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, X-0, X-0 [,][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.
0000
Xxxxxxxxxx Xxxxx
X’Xxxxxx,
Xxxxxxxx 00000
Citibank,
N.A.
Agency
& Trust
000
Xxxx
Xxxxxx, 00xx Xxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
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-A3 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
CREDIT
SUISSE INTERNATIONAL
One
Cabot
Square,
Telephone 000 0000 0000
Xxxxxx
X00 0XX
xxx.xxxxxx-xxxxxx.xxx
Novation
Confirmation
Date: 28
March
2007
|
To:
|
U.S.
Bank National Association, not in its individual capacity, but
as trustee
on behalf of the of the Trust created under the Pooling and Servicing
Agreement in respect of the CMALT (CitiMortgage Alternative Loan
Trust),
Series 2007-A3 REMIC Pass Through
Certificates
|
To: Credit
Suisse Management LLC
From:
Credit
Suisse International “CSIN”
Re:
Novation
Transaction
External
ID: 53203192NOV
______________________________________________________________________________
Dear
Sir/Madam:
The
purpose of this letter is to confirm the terms and conditions of the Novation
Transaction entered into between the parties and effective from the Novation
Date specified below. This Novation Confirmation constitutes a “Confirmation” as
referred to in the New Agreement specified below.
1.
The
definitions and provisions contained in the 2004 ISDA Novation Definitions
(the
“Definitions”) and
the
terms and provisions of the 2000 ISDA definitions (the “Product Definitions”),
each as published by the International Swaps and Derivatives Association,
Inc.
and amended from time to time, are incorporated in this Novation Confirmation.
In the event of any inconsistency between (i) the Definitions, (ii) the Product
Definitions and/or (iii) the Novation Agreement and this Novation Confirmation,
this Novation Confirmation will govern. In the event of any inconsistency
between the Novation Confirmation and the New Confirmation, the New Confirmation
will govern for the purpose of the New Transaction.
2. The
terms
of the Novation Transaction to which this Novation Confirmation relates are
as
follows:
|
Novation
Date:
|
28
March 2007
|
|
|
Novated
Amount:
|
USD
86,382,000.00, subject to amortization as set out in the Additional
Terms
|
|
|
Transferor:
|
Credit
Suisse Management LLC
|
|
|
Transferee:
|
U.S.
Bank National Association, not in its individual capacity, but
as trustee
on behalf of the of the Trust created under the Pooling and Servicing
Agreement in respect of the CMALT (CitiMortgage Alternative Loan
Trust),
Series 2007-A3 REMIC Pass Through Certificates
|
|
|
Remaining
Party:
|
Credit
Suisse International
|
|
|
New
Agreement (between Transferee and Remaining Party):
|
1992
ISDA Master Agreement dated as of
28
March 2007
|
3.
The
terms
of the Old Transaction to which this Novation Confirmation relates, for
identification purposes, are as follows:
|
Trade
Date of Old Transaction:
|
12
March 2007
|
|
|
Effective
Date of Old Transaction:
|
25
March 2007
|
|
|
Termination
Date of Old Transaction:
|
25
October 2010
|
4. The
terms
of the New
Transaction to which this Novation Confirmation relates shall be as specified
in
the New Confirmation attached hereto as Exhibit A.
|
Full
First Calculation Period:
|
Applicable
|
|
5.
|
Miscellaneous
Provisions:
|
|
Non-Reliance:
|
Applicable
|
For
the
purpose of facilitating this Transaction, an Affiliate of CSIN, which is
organized in the United States of America (the “Agent”), has acted as agent for
CSIN. The Agent is not a principal with respect to this Transaction and shall
have no responsibility or liability to the parties as a principal with respect
to this Transaction.
Credit
Suisse International is authorized and regulated by the Financial Services
Authority and has entered into this transaction as principal. The time at
which
the above transaction was executed will be notified to the parties on
request.
The
parties confirm their acceptance to be bound by this Novation Confirmation
as of
the Novation Date by executing a copy of this Novation Confirmation and
returning it to us. The Transferor, by its execution of a copy of this Novation
Confirmation, agrees to the terms of the Novation Confirmation as it relates
to
the Old Transaction. The Transferee, by its execution of a copy of this Novation
Confirmation, agrees to the terms of the Novation Confirmation as it relates
to
the New Transaction.
Credit
Suisse International
By:
________________________________
Name:
Title:
Credit
Suisse Management LLC
By:
________________________________
Name:
Title:
U.S.
Bank
National Association, not in its individual capacity, but as trustee on behalf
of the of the Trust created under the Pooling and Servicing Agreement in
respect
of the CMALT (CitiMortgage Alternative Loan Trust), Series 2007-A3 REMIC
Pass
Through Certificates
By:________________________________
Name:
Title:
Our
Reference No: External ID: 53203192NOV / Risk ID: 447721593 and
447721609
EXHIBIT
A
This
New
Confirmation amends, restates and supersedes in its entirety all Confirmation(s)
dated prior to the date hereof in respect of this New Transaction.
CREDIT
SUISSE FIRST BOSTON INTERNATIONAL
One
Cabot
Square,
Telephone 000 0000 0000
Xxxxxx
X00 0XX
xxx.xxxx.xxx
28
March
2007
U.S.
Bank
National Association, not in its individual capacity, but as trustee on behalf
of the of the Trust created under the Pooling and Servicing Agreement in respect
of the CMALT (CitiMortgage Alternative Loan Trust), Series 2007-A3 REMIC Pass
Through Certificates
External
ID: 53203192N3
______________________________________________________________________________
Dear
Sirs,
The
purpose of this letter agreement (this "Confirmation") is to confirm the terms
and conditions of the Swap Transaction entered into between us on the Trade
Date
specified below (the "Swap Transaction"). This Confirmation constitutes a
"Confirmation" as referred to in the Agreement specified below.
In
this Confirmation "CSIN" means Credit Suisse International and "Counterparty"
means U.S.
Bank National Association, not in its individual capacity, but as trustee on
behalf of the of the Trust created under the Pooling and Servicing Agreement
in
respect of the CMALT (CitiMortgage Alternative Loan Trust), Series 2007-A3
REMIC
Pass Through Certificates.
|
1.
|
The
definitions and provisions contained in the 2000 ISDA Definitions
(as
published by the International Swaps and Derivatives Association,
Inc.)
are incorporated into this Confirmation. In the event of any inconsistency
between those definitions and provisions and this Confirmation, this
Confirmation will govern.
|
|
This
Confirmation supplements, forms part of, and is subject to, the 1992
ISDA
Master Agreement dated as of 28
March 2007 as
amended and supplemented from time to time (the "Agreement"), between
you
and us. All provisions contained in the Agreement govern this Confirmation
except as expressly modified below.
|
|
CSIN
and Counterparty each represents to the other that it has entered
into
this Swap Transaction in reliance upon such tax, accounting, regulatory,
legal, and financial advice as it deems necessary and not upon any
view
expressed by the other.
|
|
2.
|
The
terms of the particular Swap Transaction to which this Confirmation
relates are as follows:
|
Transaction
Type: Rate
Cap
Transaction
|
Notional
Amount:
|
USD
86,382,000.00, subject to amortization as set out in the Additional
Terms
|
Trade
Date: 12
March
2007
|
Effective
Date:
|
25
March 2007
|
|
Termination
Date:
|
25
October 2010
|
Fixed
Amounts:
Fixed
Rate Payer: Counterparty
Fixed
Rate Payer
Payment
Date: 28
March
2007
Fixed
Amount: USD
134,000
Floating
Amounts:
Floating
Amount
Payer: CSIN
Floating
Rate
|
Payer
Period End Dates:
|
The
25th
of
each month, commencing on 25 April 2007, and ending on the Termination
Date, inclusive, using No
Adjustment
|
Floating
Rate Payer
|
Payment
Dates:
|
One
Business Day prior to each Floating Rate Payer Period End
Date
|
|
Cap
Strike Rate:
|
5.40%
|
|
Initial
Calculation Period:
|
From
and including 25 March 2007 up to but excluding the Period End Date
scheduled to occur on 25 April
2007.
|
Floating
Rate Option: USD-LIBOR-BBA,
as defined in the 2006 ISDA Definitions, subject to Maximum rate of
99.00%
Designated
Maturity: 1
month
Spread: None
Floating
Rate
Day
Count
Fraction: 30/360
|
Reset
Dates:
|
The
first day of each Calculation Period
|
Compounding: Inapplicable
Business
Days: New
York
Calculation
Agent: CSIN
3. Account
Details:
Payments
to CSIN: As
advised separately in writing
Payments
to Counterparty: As
advised separately in writing
For
the
purpose of facilitating this Transaction, an Affiliate of CSIN, which is
organized in the United States of America (the “Agent”), has acted as agent for
CSIN. The Agent is not a principal with respect to this Transaction and shall
have no responsibility or liability to the parties as a principal with respect
to this Transaction.
Credit
Suisse International is authorized and regulated by the Financial Services
Authority and has entered into this transaction as principal. The time at which
the above transaction was executed will be notified to Counterparty on
request.
ADDITIONAL
TERMS
|
Calculation
Period up to but excluding the Period End Date occurring
on:
|
Notional
(USD):
|
|
|
25-Apr-07
|
86,382,000.00
|
|
|
25-May-07
|
84,145,886.52
|
|
|
25-Jun-07
|
81,552,049.76
|
|
|
25-Jul-07
|
78,609,142.89
|
|
|
25-Aug-07
|
75,326,679.92
|
|
|
25-Sep-07
|
71,715,012.70
|
|
|
25-Oct-07
|
67,785,304.30
|
|
|
25-Nov-07
|
63,549,498.91
|
|
|
25-Dec-07
|
59,020,288.29
|
|
|
25-Jan-08
|
54,211,074.95
|
|
|
25-Feb-08
|
49,135,932.14
|
|
|
25-Mar-08
|
44,712,389.48
|
|
|
25-Apr-08
|
42,482,601.55
|
|
|
25-May-08
|
40,315,976.13
|
|
|
25-Jun-08
|
38,211,335.13
|
|
|
25-Jul-08
|
36,167,522.36
|
|
|
25-Aug-08
|
34,183,403.13
|
|
|
25-Sep-08
|
32,257,863.86
|
|
|
25-Oct-08
|
30,389,811.66
|
|
|
25-Nov-08
|
28,578,173.98
|
|
|
25-Dec-08
|
26,821,898.23
|
|
|
25-Jan-09
|
25,119,951.38
|
|
|
25-Feb-09
|
23,471,319.62
|
|
|
25-Mar-09
|
21,875,007.99
|
|
|
25-Apr-09
|
20,330,040.07
|
|
|
25-May-09
|
18,835,457.58
|
|
|
25-Jun-09
|
17,390,320.08
|
|
|
25-Jul-09
|
15,993,704.62
|
|
|
25-Aug-09
|
14,644,705.43
|
|
|
25-Sep-09
|
13,342,433.59
|
|
|
25-Oct-09
|
12,086,016.75
|
|
|
25-Nov-09
|
10,874,598.75
|
|
|
25-Dec-09
|
9,707,339.41
|
|
|
25-Jan-10
|
8,583,414.16
|
|
|
25-Feb-10
|
7,502,013.78
|
|
|
25-Mar-10
|
6,462,344.14
|
|
|
25-Apr-10
|
5,463,625.87
|
|
|
25-May-10
|
4,505,094.12
|
|
|
25-Jun-10
|
3,585,998.28
|
|
|
25-Jul-10
|
2,705,601.72
|
|
|
25-Aug-10
|
1,863,181.52
|
|
|
25-Sep-10
|
1,058,028.24
|
|
|
25-Oct-10
|
289,445.62
|
|
Please
confirm that the foregoing correctly sets forth the terms of our agreement
by
executing the copy of this Confirmation enclosed for that purpose and returning
it to us.
Yours
faithfully,
Credit
Suisse International
By:_____________________________
Name:
Title:
Confirmed
as of the date first written above:
U.S.
Bank
National Association, not in its individual capacity, but as trustee on behalf
of the of the Trust created under the Pooling and Servicing Agreement in respect
of the CMALT (CitiMortgage Alternative Loan Trust), Series 2007-A3 REMIC Pass
Through Certificates
By:________________________________
Name:
Title:
Our
Reference No: External
ID: 53203192N3
/ Risk ID: 447721593 and 447721609
ISDAÒ
International
Swap Dealers Association, Inc.
MASTER
AGREEMENT
dated
as
of February 27, 2007
|
Credit
Suisse International
(“Party
A”)
|
and
|
U.S.
Bank National Association,
not in its individual capacity but as Trustee on behalf of the
Trust
created under the Pooling and Servicing Agreement in respect
of the
CMALT
(CitiMortgage Alternative Loan Trust), Series 2007-A3 REMIC Pass-Through
Certificates
(“Party
B”)
|
have
entered and/or anticipate entering into one or more transactions (each
a
“Transaction”) that are or will
be
governed by this Master Agreement, which includes the schedule (the “Schedule”),
and the documents
and
other
confirming evidence (each a “Confirmation”) exchanged between the parties
confirming those Transactions.
Accordingly,
the parties agree as follows:—
1. Interpretation
(a) Definitions.
The
terms defined in Section 14 and in the Schedule will have the meanings
therein
specified for the purpose of this Master Agreement.
(b) Inconsistency.
In the
event of any inconsistency between the provisions of the Schedule and the
other
provisions of this Master Agreement, the Schedule will prevail. In the
event of
any inconsistency between the provisions of any Confirmation and this Master
Agreement (including the Schedule), such Confirmation will prevail for
the
purpose of the relevant Transaction.
(c) Single
Agreement.
All
Transactions are entered into in reliance on the fact that this Master
Agreement
and all Confirmations form a single agreement between the parties (collectively
referred to as
this
“Agreement”), and the parties would not otherwise enter into any
Transactions.
2. Obligations
(a) General
Conditions.
(i) Each
party will make each payment or delivery specified in each Confirmation
to be
made by it, subject to the other provisions
of this
Agreement.
(ii) Payments
under this Agreement will be made on the due date for value on that date
in the
place
of
the
account specified in the relevant Confirmation or otherwise pursuant to
this
Agreement, in freely transferable funds and in the manner customary for
payments
in the required currency. Where settlement is by delivery (that is, other
than
by payment), such delivery will be made for receipt on the due date in
the
manner customary for the relevant obligation unless otherwise specified
in the
relevant Confirmation or elsewhere in this Agreement.
(iii) Each
obligation of each party under Section 2(a)(i) is subject to (1) the condition
precedent
that
no
Event of Default or Potential Event of Default with respect to the other
party
has occurred
and
is
continuing, (2) the condition precedent that no Early Termination Date
in
respect of the relevant Transaction has occurred or been effectively designated
and (3) each other applicable condition precedent specified in this
Agreement.
value
of
that which was (or would have been) required to be delivered as of the
originally scheduled date for delivery, in each case together with (to
the
extent permitted under applicable law) interest, in the currency, of such
amounts, from (and including) the date such amounts or obligations were
or would
have been required to have been paid or performed to (but excluding) such
Early
Termination Date, at the Applicable Rate. Such amounts of interest will
be
calculated on the basis of daily compounding and the actual number of days
elapsed. The fair market value of any obligation referred to in clause
(b) above
shall be reasonably determined by the party obliged to make the determination
under Section 6(e) or, if each party is so obliged, it shall be the average
of
the Termination Currency Equivalents of the fair market values reasonably
determined by both parties.
IN
WITNESS WHEREOF the parties have executed this document on the respective
dates
specified below with effect from the date specified on the first page of
this
document.
|
Credit
Suisse International
|
U.S.
Bank National Association,
not in its individual capacity but as Trustee on behalf of the
Trust
created under the Pooling and Servicing Agreement in respect
of the
CMALT
(CitiMortgage Alternative Loan Trust), Series 2007-A3 REMIC Pass-Through
Certificates
|
|
|
By:
Name:
Title:
|
By:
Name:
Title:
|
|
|
By:
Name:
Title:
|
Schedule
to
the
Master
Agreement
dated
as
of March 28, 2007
between
|
Credit
Suisse International,
an
unlimited company incorporated
under
the laws of England and Wales
("Party
A")
|
and
|
U.S.
Bank National Association,
not in its individual capacity but as Trustee on behalf of the
Trust
created under the Pooling and Servicing Agreement in respect
of the
CMALT
(CitiMortgage Alternative Loan Trust), Series 2007-A3 REMIC Pass-Through
Certificates
("Party
B")
|
Part
1
Termination
Provisions
In
this
Agreement:
(a) Specified
Entity.
"Specified Entity" shall have no meaning in relation to Party A or Party
B.
(b) Specified
Transaction.
Specified Transaction will have the meaning specified in Section
14.
(c) Certain
Events of Default. The
following Events of Default will apply to the parties as specified below,
and
the definition of "Event of Default" in Section 14 is deemed to be modified
accordingly:
Section
5(a)(i) (Failure To Pay or Deliver) will apply to Party A and will apply
to
Party B.
Section
5(a)(ii) (Breach of Agreement) will apply to Party A and will apply to
Party
B.
Section
5(a)(iii) (Credit Support Default) will not apply to Party A or Party
B.
Section
5(a)(iv) (Misrepresentation) will apply to Party A and will apply to Party
B.
Section
5(a)(v) (Default Under Specified Transaction) will not apply to Party A
or Party
B.
Section
5(a)(vi) (Cross Default) will not apply to Party A and will not apply to
Party
B.
Section
5(a)(vii) (Bankruptcy) will apply to Party A and will apply to Party
B.
Section
5(a)(viii) (Merger Without Assumption) will apply to Party A and will apply
to
Party B.
(d) Termination
Events.
The
“Illegality” provision of Section 5(b)(i), the “Tax Event” provision of Section
5(b)(ii), the “Tax Event Upon Merger” provision of Section 5(b)(iii) and the
“Credit Event Upon Merger” provision of Section 5(b)(iv) will apply to both
Party A and Party B.
(e) Automatic
Early Termination.
The
"Automatic Early Termination" provision of Section 6(a) will not apply
to Party
A or Party B.
(f) Payments
on Early Termination.
For the
purpose of Section 6(e), the Second Method and Loss will apply.
(g) Termination
Currency.
"Termination Currency" means United States Dollars.
(h) Additional
Termination Event.
Each
of
the following shall be an Additional Termination Event with respect to
Party B
as the sole Affected Party:
(1) Termination
of Trust.
The
termination of the obligations and responsibilities of the parties to the
Pooling and Servicing Agreement pursuant to Section 11.01 of the Pooling
and
Servicing Agreement.
(2) Amendment
of Pooling and Servicing Agreement.
Party B
shall fail to comply with Part 5(h) of this Schedule.
|
(3)
|
Counterparty
Rating Agency Downgrade. If
Party A no longer has a long-term credit rating of at least A
(or its
equivalent) from at least one of the Rating Agencies rating the
CMALT
(CitiMortgage Alternative Loan Trust), Series 2007-A3 REMIC Pass-Through
Certificates, Class 1A-2 (the “Certificates”)
(a
“Counterparty Rating Agency Downgrade”),
provided that none of the following events shall occur: Party
A shall, no
later than the 30th day following the Counterparty Rating Agency
Downgrade, either (1) obtain a substitute Counterparty that
is a bank or other financial institution that has a long-term
credit
rating of at least A (or its equivalent) from at least one of
the Rating
Agencies rating the Certificates (the “Counterparty
Rating Requirement”),
(2) obtain a guaranty of or a contingent agreement of another
person that
meets the Counterparty Rating Requirement to honor Party A’s
obligations
hereunder, (3) post collateral under the Credit Support Annex
attached
hereto and made a part hereof, or (4) restore its long-term credit
rating
to at least A (or its equivalent) from at least one of the Rating
Agencies
rating the Certificates. As
used herein: (i) “Moody’s” means Xxxxx’x Investors Service, Inc., or any
successor nationally recognized statistical rating organization,
(ii)
“S&P” means Standard & Poor’s Ratings Services, a division of The
XxXxxx-Xxxx Companies, Inc. or any successor nationally recognized
statistical rating organization, (iii) “Fitch” means Fitch Ratings, or any
successor nationally recognized statistical rating organization,
and (iv)
“Rating Agency” means Xxxxx’x, S&P, or
Fitch.
|
|
(4)
|
Failure
by Party A to comply with the provisions of Part 5(n) of this
Schedule.
|
Part
2
Tax
Representations
(a) Payer
Tax Representations.
For the
purpose of Section 3(e), Party A and Party B each makes the following
representation:
|
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:
|
(i) the
accuracy of any representation made by the other party pursuant to Section
3(f);
|
(ii)
|
the
satisfaction of the agreement of the other party 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
|
|
(iii)
|
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
to its
legal or commercial position.
|
(b) Payee
Tax Representations.
For the
purpose of Section 3(f),
| (i) |
Party
A makes the following representation to Party
B:
|
| (A) |
Party
A is entering into each Transaction in the ordinary course of its
trade
as, and is, a recognized UK bank as defined in Section 840A of
the UK
Income and Corporation Taxes Act of 1988.
|
| (B) |
Party
A has been approved as a Withholding Foreign Partnership by the
US
Internal Revenue Service.
|
| (C) |
Party
A's Withholding Foreign Partnership Employer Identification Number
is
00-0000000.
|
| (D) |
Party
A is a partnership that agrees to comply with any withholding obligation
under Section 1446 of the Internal Revenue Code.
|
(ii) Party
B
makes no Payee Tax Representations.
Part
3
Agreement
to Deliver Documents
Each
party agrees to deliver the following documents as applicable:
(a) For
the
purpose of Section 4(a)(i), tax forms, documents or certificates to be
delivered
are:
|
Party
required to deliver document
|
Form/Document/
Certificate
|
Date
by which to be delivered
|
||||
|
Party
A
|
U.S.
Internal Revenue Service Form W-8IMY or any successor forms
thereto
|
(i)
Before the first Payment Date under this Agreement, such form
to be
updated at the beginning of each succeeding three-calendar-year
period
after the first payment date under this Agreement, (ii) promptly
upon
reasonable demand by Party B, and (iii) promptly upon learning
that any
such Form previously provided by Party A has become obsolete
or
incorrect.
|
(b) For
the
purpose of Section 4(a)(ii), other documents to be delivered are:
|
Party
required to deliver document
|
Form/Document/
Certificate
|
Date
by which to be delivered
|
Covered
by Section 3(d) Representation
|
|||
|
Party
A and
Party
B
|
Evidence
reasonably satisfactory to the other party as to the names, true
signatures and authority of the officers or officials signing
this
Agreement or any Confirmation on its behalf
|
Upon
execution this Agreement and, if requested, upon execution of
any
Confirmation
|
Yes
|
|||
|
Party
required to deliver document
|
Form/Document/
Certificate
|
Date
by which to be delivered
|
Covered
by Section 3(d) Representation
|
|||
|
Party
A
|
A
copy of the annual report for such party containing audited or
certified
financial statements for the most recently ended financial
year
|
Upon
request, as soon as publicly available
|
Yes
|
|||
|
Party
A
|
An
opinion of counsel to such party reasonably satisfactory in form
and
substance to the other party covering the enforceability of this
Agreement
against such party
|
Upon
execution of this Agreement
|
No
|
|||
|
Party
B
|
All
opinions of counsel to Party B and counsel to the Servicer, delivered
as
of the Closing Date
|
Upon
execution of this Agreement
|
No
|
|||
|
Party
B
|
Executed
copies of the Pooling and Servicing Agreement and such other
documents as
requested by Party A.
|
Upon
execution of this Agreement or as soon as reasonably practicable
thereafter.
|
No
|
|||
|
Party
B
|
Such
other information in connection with the Certificates or the
Pooling and
Servicing Agreement in the possession of Party B as Party A may
reasonably
request.
|
Upon
request
|
No
|
|||
|
Party
B
|
Any
and all proposed and executed amendments to the Pooling and Servicing
Agreement.
|
Each
(i) the date of distribution to the Certificates or (ii) the
date of
execution by Party B, as applicable.
|
No
|
Part
4
Miscellaneous
(a) Addresses
for Notices.
For the
purpose of Section 12(a):
Notwithstanding
Section 12 (a) of the Agreement, all notices, including those to be given
under
Section 5 or Section 6 of the Agreement, may be given by facsimile transmission
or electronic messaging system.
(i) (1) Address
for notices or communications to Party A:
Address: One
Cabot
Square Attention: (1) Head
of
Credit Risk Management;
Xxxxxx
X00 0XX (2) Global
Head of OTC Operations,
Operations
Department;
(3) General
Counsel Europe -
Legal
and
Compliance Department
Telex
No.: 264521 Answerback: CSIN
G
With
copies to:
|
Address:
|
Credit
Suisse Securities (USA) LLC
00
Xxxxxxx Xxxxxx
Xxx
Xxxx, X.X. 00000
|
Attention:
|
Xxxxxx
Xxxxxx
|
|
|
Telephone
No.:
|
(000)
000-0000
|
Facsimile
No.:
|
000-000-0000
|
|
|
(2)
|
For
the purpose of facsimile notices or communications under this
Agreement:
|
Facsimile
No.: x00
(0)
000 000 0000
Attention: General
Counsel Europe - Legal and Compliance Department
|
Telephone
number for oral confirmation of receipt of facsimile in legible
form: x00
(0) 000 000 0000
|
Designated
responsible employee for the purposes of Section 12(a)(iii): Senior Legal
Secretary
With
a
copy to:
Facsimile
No. x00 (0) 000 000 0000
Head
of
Credit Risk Management
With
a
copy to:
Facsimile
No. x00 (0) 000 000 0000
Global
Head of OTC Operations, Operations Department.
|
(ii)
|
Address
for notices or communications to Party
B:
|
|
Address:
Telephone
No.:
|
U.S.
Bank National Association
Xxx
Xxxxxxx Xxxxxx, 0xx
Xxxxx
Xxxxxx,
XX 00000
000-000-0000
|
Attention:
Facsimile
No.:
|
Corporate
Trust Services
000-000-0000
|
(For
all
purposes.)
With
copies to:
|
Address:
|
Citibank
N.A.
Agency
and Trust
000
Xxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxx
Xxxx, XX 00000
|
Attention:
|
Xxxxx
Xxxxx
|
|
|
Telephone
No.:
|
(000)
000-0000
|
Facsimile
No.:
|
(000)
000-0000
|
|
(b) Process
Agent.
For the
purpose of Section 13(c):
Party
A
appoints as its Process Agent: Credit Suisse Securities (USA) LLC, Eleven
Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 (Attention: General Counsel, Legal and
Compliance Department).
Party
B
appoints as its Process Agent: Not Applicable.
|
(c)
|
Offices.
The provisions of Section 10(a) will apply to this
Agreement.
|
(d) Multibranch
Party.
For the
purpose of Section 10(c):
Party
A
is not a Multibranch Party.
Party
B
is not a Multibranch Party.
(e) Calculation
Agent.
The
Calculation Agent is Party A.
(f) Credit
Support Document.
Details
of any Credit Support Document:
(i) With
respect to Party B, the pooling and servicing agreement dated as of March
1,
2007,
among
Citicorp Mortgage Securities, Inc., as depositor, CitiMortgage, Inc., as
servicer and master servicer, and Citibank, N.A., in its individual capacity
and
as paying agent, certificate registrar and authentication agent, and Party
B, in
its individual capacity and as trustee, as amended from time to time (the
“Pooling and Servicing Agreement”).
(ii)
With
respect to Party A: Not Applicable.
(g) Credit
Support Provider.
Credit
Support Provider means in relation to Party A: Not
applicable.
Credit
Support Provider means in relation to Party B: Not
applicable.
(h) Governing
Law.
This
Agreement and, to the fullest extent permitted by applicable law, all matters
arising out of or relating in any way to this Agreement, will be governed
by and
construed in accordance with the laws of the State of New York without
reference
to choice of law doctrine.
(i) Netting
of Payments.
Section
2(c)(ii) of this Agreement will not apply to the Transactions.
(j) Affiliate.
Affiliate will have the meaning specified in Section 14, provided that
Party B
shall be deemed to have no Affiliates.
Part
5
Other
Provisions
(a) Definitions.
Unless
otherwise specified in a Confirmation, this Agreement and each Transaction
between the parties are subject to the 2000 ISDA Definitions as published
by the
International Swaps and Derivatives Association, Inc. (the "2000 Definitions"),
and will be governed in all relevant respects by the provisions set forth
in the
2000 Definitions, without regard to any amendment to the 2000 Definitions
subsequent to the date hereof. The provisions of the 2000 Definitions are
incorporated by reference in and shall be deemed a part of this Agreement,
except that references in the 2000 Definitions to a "Swap Transaction"
shall be
deemed references to a "Transaction" for purposes of this
Agreement.
(b) Independent
Reliance.
The
parties agree to amend Section 3 of this Agreement by the addition of the
following provision at the end thereof and marked as subsection
(g).
|
"(g)
|
Independent
Reliance. Party
A is entering into this Agreement and will enter into each Transaction
in
reliance upon such tax, accounting, regulatory, legal, and financial
advice as it deems necessary and not upon any view expressed
by the other
party. Party B is entering into this Agreement and will enter
into each
Transaction in reliance upon the direction of the Depositor and
not upon
any view expressed by the other
party."
|
(c) Change
of Account.
Section
2(b) of this Agreement is hereby amended by the addition of the following
after
the word "delivery" in the first line thereof:
|
"to
another account in the same legal and tax jurisdiction as the
original
account"
|
(d) Escrow
Payments.
If
(whether by reason of the time difference between the cities in which payments
are to be made or otherwise) it is not possible for simultaneous payments
to be
made on any date on which both parties are required to make payments hereunder,
either party may at its option and in its sole discretion notify the other
party
that payments on that date are to be made in escrow. In this case deposit
of the
payment due earlier on that date shall be made by 2.00 pm (local time at
the
place for the earlier payment) on that date with an escrow agent selected
by the
notifying party, accompanied by irrevocable payment instructions (i) to
release
the deposited payment to the intended recipient upon receipt by the escrow
agent
of the required deposit of the corresponding payment from the other party
on the
same date accompanied by irrevocable payment instructions to the same effect
or
(ii) if the required deposit of the corresponding payment is not made on
that
same date, to return the payment deposited to the party that paid it into
escrow. The party that elects to have payments made in escrow shall pay
all
costs of the escrow arrangements.
(e) Recording
of Conversations. Each
party to this Agreement acknowledges and agrees to the tape recording of
conversations between the parties to this Agreement whether by one or other
or
both of the parties and each party hereby consents to such recordings being
used
as evidence in Proceedings.
(f) Waiver
of Right to Trial by Jury.
Each
party waives, to the fullest extent permitted by applicable law, any right
it
may have to a trial by jury in respect of any suit, action or proceeding
relating to this Agreement or any Credit Support Document. Each party (i)
certifies that no representative, agent or attorney of the other party
or any
Credit Support Provider has represented, expressly or otherwise, that such
other
party would not, in the event of such a suit action or proceeding, seek
to
enforce the foregoing waiver and (ii) acknowledges that it and the other
party
have been induced to enter into this Agreement and provide for any Credit
Support Document, as applicable by, among other things, the mutual waivers
and
certifications in this Section.
(g) Pooling
and Servicing Agreement.
(1) Capitalized
terms used in this Agreement that are not defined herein and are defined
in the
Pooling and Servicing Agreement shall have the respective meanings assigned
to
them in the Pooling and Servicing Agreement.
(2) Notwithstanding
any other provision of this Agreement, Party A may not, prior to the date
which
is one year and one day, or if longer the applicable preference period
then in
effect, after the payment in full of all Certificates, institute against,
or
join any other Person in instituting against, the Trust any bankruptcy,
reorganization, arrangement, insolvency, moratorium or liquidation proceedings,
or other proceedings under Federal, State, or bankruptcy or similar laws.
Nothing shall preclude, or be deemed to stop, Party A (i) from taking any
action
prior to the expiration of the aforementioned one year and one day period,
or if
longer the applicable preference period then in effect, in (A) any case
or
proceeding voluntarily filed or commenced by the Trust or (B) any involuntary
insolvency proceeding filed or commenced by a Person other than Party A,
or (ii)
from commencing against the Trust or any of the Collateral any legal action
which is not a bankruptcy, reorganization, arrangement, insolvency, moratorium,
liquidation or similar proceeding. Party A further
acknowledges that Party B’s obligations hereunder shall be solely the
obligations of the Trust and that recourse in respect of any obligations
of
Party B hereunder will be limited to assets of the Trust as applied in
accordance with the terms of the Pooling and Servicing Agreement and, on
exhaustion thereof, all claims against Party B arising from this Agreement
or
contemplated hereby shall be extinguished.
(3) Party
B
will provide at least 30 days’ prior written notice to Party A of any proposed
amendment or modification to the Pooling and Servicing Agreement.
(h) Amendment
of the Pooling and Servicing Agreement.
Party B
will not, without the prior written consent of Party A, consent to any
amendment, supplement or other modification of the Pooling and Servicing
Agreement, in each case as solely determined by Party A, in a manner that
would
(i) adversely affect the ability of Party B to perform, timely and fully,
its
obligations under this Agreement, (ii) affect or change the rights of Party
A or
the benefits accorded to Party A under the Pooling and Servicing Agreement
or
this Agreement, (iii) affect or change the obligations of Party A under
this
Agreement or (iv) modify the meaning of any term used herein and defined
in the
Pooling and Servicing Agreement or any component thereof. Any such amendment,
supplement or modification without such consent of Party A shall not be
binding
on Party A.
(i) Transfer.
Section
7 is hereby amended to read in its entirety as follows:
Except
as
stated under Section 6(b)(ii), in this Section 7, and Part 5(h) of the
Schedule,
and except for the assignment by way of security in favor of the Party
B under
the Pooling and Servicing Agreement, neither Party A nor Party B is permitted
to
assign, novate or transfer (whether by way of security or otherwise) as
a whole
or in part any of its rights, obligations or interests under this Agreement
or
any Transaction without the prior written consent of the other party;
provided,
however,
that
(i) Party A may make such a transfer of this Agreement pursuant to a
consolidation or amalgamation with, or merger with or into, or transfer
of
substantially all of its assets to, another entity, or an incorporation,
reincorporation or reconstitution, and (ii) with the written consent of
Party B,
Party A may transfer this Agreement to any Person, including, without
limitation, another of Party A’s offices, branches or affiliates (any such
Person, office, branch or affiliate, a "Transferee"); provided
that,
with respect to clause (ii), (A) as of the date of such transfer the Transferee
will not be required to withhold or deduct on account of a Tax from any
payments
under this Agreement unless the Transferee will be required to make payments
of
additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in
respect
of such Tax (B) a Termination Event or Event of Default does not occur
under
this Agreement as a result of such transfer; (C) such notice is accompanied
by a
written instrument pursuant to which the Transferee acquires and assumes
the
rights and obligations of Party A so transferred; and (D) Party A will
be
responsible for any costs or expenses incurred in connection with such
transfer.
Party B will execute such documentation as is reasonably deemed necessary
by
Party A for the effectuation of any such transfer.
Except
as
specified otherwise in the documentation evidencing a transfer, a transfer
of
all the obligations of Party A made in compliance with this Section 7 will
constitute an acceptance and assumption of such obligations (and any related
interests so transferred) by the Transferee, a novation of the transferee
in
place of Party A with respect to such obligations (and any related interests
so
transferred), and a release and discharge by Party B of Party A from, and
an
agreement by Party B not to make any claim for payment, liability, or otherwise
against Party A with respect to, such obligations from and after the effective
date of the transfer.
In
addition, Party A may transfer this Agreement without the prior consent
of the
Trustee, on behalf of Party B, to an affiliate that satisfies the Counterparty
Rating Requirement or that has furnished a guarantee of the obligations
under
this Agreement from a guarantor that that satisfies the Counterparty Rating
Requirement.
(j) Notice
of Certain Events or Circumstances.
Each
party agrees, upon learning of the occurrence or existence of any event
or
condition that constitutes (or that with the giving of notice or passage
of time
or both would constitute) an Event of Default or Termination Event with
respect
to such party, promptly to give the other party notice of such event or
condition (or, in lieu of giving notice of such event or condition in the
case
of an event or condition that with the giving of notice or passage of time
or
both would constitute an Event of Default or Termination Event with respect
to
the party, to cause such event or condition to cease to exist before becoming
an
Event of Default or Termination Event); provided
that
failure to provide notice of such event or condition pursuant to this Part
5(j)
shall not constitute an Event of Default or a Termination Event.
(k) Regarding
Party A. Party
B
acknowledges and agrees that Party A has had and will have no involvement
in
and, accordingly Party A accepts no responsibility for: (i) the establishment,
structure, or choice of assets of the Trust; (ii) the selection of any
person
performing services for or acting on behalf of Party B or the Trust; (iii)
the
selection of Party A as the Counterparty; (iv) the terms of the Certificates;
(v) the preparation of or passing on the disclosure and other information
contained in any offering circular for the Certificates, the Pooling and
Servicing Agreement, or any other agreements or documents used by any party
in
connection with the marketing and sale of the Certificates; (vi) the ongoing
operations and administration of the Trust, including the furnishing of
any
information to Party B which is not specifically required under this Agreement;
or (vii) any other aspect of the Trust’s existence.
(l) Commodity
Exchange Act.
Each
party represents to the other party on and as of the date hereof and on
each
date on which a Transaction is entered into among them that:
| (i) |
such
party is an “eligible contract participant” as defined in the U.S.
Commodity Exchange Act (the “CEA”);
|
| (ii) |
neither
this Agreement nor any Transaction has been executed or traded
on a
“trading facility” as such term is defined in the CEA;
and
|
| (iii) |
such
party is entering into each Transaction in connection with its
business or
a line of business and the terms of this Agreement and each Transaction
have been individually tailored and
negotiated.
|
(m) Trustee
Capacity.
It is
expressly understood and agreed by the parties hereto that (i) this Agreement
is
executed and delivered by U.S. Bank National Association, not in its individual
capacity but as Trustee on behalf of the Trust created under the Pooling
and
Servicing Agreement in respect of the CMALT
(CitiMortgage Alternative Loan Trust), Series 2007-A3 REMIC Pass-Through
Certificates,
in the
exercise of the powers and authority conferred upon and vested in it thereunder,
(ii) each of the representations, warranties, covenants, undertakings and
agreements herein made on the part of Party B has not been made or intended
as a
representation, warranty, covenant, undertaking or agreement by U.S. Bank
National Association in its individual capacity, but is made and intended
for
the purpose of binding only the assets of the Trust available therefor
in
accordance with the terms of the Pooling and Servicing Agreement, (iii)
nothing
herein contained shall be construed as creating any liability on U.S. Bank
National Association, in its individual capacity, to perform any covenant
either
expressed or implied contained herein, all such liability, if any, being
expressly waived by the parties hereto and by any Person claiming by, through
or
under the parties hereto and (iv) under no circumstances shall U.S. Bank
National Association, in its individual capacity, be liable for the payment
of
any indebtedness or expenses of Party B or be liable for the breach or
failure
of any obligation, representation, warranty or covenant made or undertaken
by
Party B under this Agreement or any other related document, as to all of
which
recourse shall be had solely to the assets of the Trust in accordance with
the
terms of the Pooling and Servicing Agreement.
(n) Compliance
with Regulation AB.
| (i) |
It
shall be a swap disclosure event ("Swap Disclosure Event") if,
at any time
after the date hereof, so long as the Certificates are outstanding
and
there is a reporting obligation under the Securities Exchange Act
of 1934,
as amended, the Depositor or the Sponsor notifies Party A that
the
aggregate "significance percentage" (calculated in accordance with
the
provisions of Item 1115 of Regulation AB) of all derivative instruments
provided by Party A and any of its affiliates to Party B (collectively,
the "Aggregate Significance Percentage") is 10% or
more.
|
| (ii) |
Upon
the occurrence of a Swap Disclosure Event, Party A shall take one
of the
following actions:
|
|
(a)
|
provide
to the Sponsor and the Depositor: (i) if the Aggregate Significance
Percentage is 10% or more, but less than 20%, within five (5)
Business
Days, the information required under Item 1115(b)(1) of Regulation
AB or
(ii) if the Aggregate Significance Percentage is 20% or more,
within five
(5) Business Days, the financial information required under Item
1115(b)(2) of Regulation AB, (each, "Swap Financial Disclosure");
or
|
|
(b)
|
assign
its rights and delegate its obligations under the Transaction
to a
counterparty with the Approved Ratings Thresholds (or which satisfies
the
Rating Agency Condition), that (x) provides the information specified
in
clause (a) above to the Depositor and Sponsor and (y) enters
into
documentation substantially similar to the documentation then
in place
between Party A; or
|
|
(c)
|
obtain
a guaranty of Party A's obligations under this Agreement from
an affiliate
of Party A that is able to provide the applicable Swap Financial
Disclosure and cause such affiliate to provide to the Sponsor
and the
Depositor such Swap Financial Disclosure within five (5) Business
Days; or
|
| (iii) |
For
so long as the Aggregate Significance Percentage is 10% or more
and a Swap
Disclosure Event is continuing, Party A shall provide any updates
to the
information provided pursuant to clause (ii) above to the Sponsor
and the
Depositor within five (5) Business Days following availability
thereof
(but in no event more than 45 days after the end of each of Party
A's
fiscal quarter for any quarterly update, and in no even more than
90 days
after the end of each of Party A's fiscal year for any annual
update).
|
| (iv) |
All
information provided pursuant to clauses (ii) and (iii) above shall
be in
a form suitable for conversion to the format required for filing
by the
Depositor with the Commission via the Electronic Data Gathering
and
Retrieval System (XXXXX). In addition, any such information, if
audited,
shall be accompanied by any necessary auditor's consents or, if
such
information is unaudited, shall be accompanied by an appropriate
agreed-upon procedures letter from Party A's accountants. If permitted
by
Regulation AB, any such information may be provided by reference
to or
incorporation by reference from reports filed pursuant to the Exchange
Act.
|
IN
WITNESS WHEREOF, the parties have executed this Schedule by their duly
authorized representatives as of the date of the Agreement.
|
CREDIT
SUISSE INTERNATIONAL
|
U.S.
BANK NATIONAL ASSOCIATION, NOT IN ITS INDIVIDUAL CAPACITY BUT
AS TRUSTEE
ON BEHALF OF THE TRUST CREATED UNDER THE POOLING AND SERVICING
AGREEMENT
IN RESPECT OF THE CMALT (CITIMORTGAGE ALTERNATIVE LOAN TRUST),
SERIES
2007-A3 REMIC PASS-THROUGH CERTIFICATES
|
|
By:
Name:
Title:
|
By:
Name:
Title:
|
|
By:
Name:
Title:
|
|
Solely
for the purpose of paragraph (n) of Part 5
CITICORP
MORTGAGE SECURITIES, INC.
|
|
By:
Name:
Title:
|
Elections
and Variables
to
the ISDA Credit Support Annex
dated
as of March 28, 2007
between
|
Credit
Suisse International,
an
unlimited company incorporated
under
the laws of England and Wales
("Party
A")
|
and
|
U.S.
Bank National Association,
not in its individual capacity but as Trustee on behalf of the
Trust
created under the Pooling and Servicing Agreement in respect
of the
CMALT
(CitiMortgage Alternative Loan Trust), Series 2007-A3 REMIC Pass-Through
Certificates
("Party
B")
|
Paragraph
13.
(a) Security
Interest for "Obligations".
|
The
term "Obligations"
as
used in this Annex includes the following additional
obligations:
|
With
respect to Party A: None.
With
respect to Party B: None.
|
(b)
|
Credit
Support Obligations.
|
|
(i)
|
Delivery
Amount, Return Amount and Credit Support
Amount.
|
|
(A)
"Delivery
Amount"
has the meaning specified in Paragraph
3(a).
|
|
(B)
"Return
Amount"
has the meaning specified in Paragraph
3(b).
|
|
(C)
"Credit
Support Amount"
has the meaning specified in Paragraph
3.
|
(ii) Eligible
Collateral.
On any
date, the following items will qualify as "Eligible
Collateral"
for each
party:
|
Valuation
Percentage
|
||
|
(A)
|
Cash
|
100%
|
|
(B)
|
negotiable
debt obligations issued after 18 July 1984 by the U.S. Treasury
Department
having a residual on such date of less than 1 year
|
100%
|
|
(C)
|
negotiable
debt obligations issued after 18 July 1984 by the U.S. Treasury
Department
having a residual maturity on such date equal to or greater than
1 year
but less than 5 years
|
97%
|
CMALT
2007-A3 CSA
|
(D)
|
negotiable
debt obligations issued after 18 July 1984 by the U.S. Treasury
Department
having a residual maturity on such date equal to or greater than
5 years
but less than 10 years
|
95%
|
|
(E)
|
(1)
Agency Securities having a remaining stated maturity of up to
ten years
from the Valuation Date. “Agency Securities” means unsecured,
unsubordinated negotiable debt
obligations issued by the Federal National Mortgage Association,
the
Government National Mortgage Association, the Federal Home Loan
Mortgage
Corporation, or the Federal Home Loan Banks, but excluding Interest-only
and principal-only securities.
(2)
Agency
Securities having a remaining stated maturity of greater than
ten years,
but not more than 30 years, from the Valuation Date.
|
97%
96%
|
|
(F)
|
In
respect of a party, such other assets as the other party may
from time to
time specify in writing as qualifying as Eligible Collateral
for the
purpose of this Annex (provided that any such assets shall cease
to
qualify as Eligible Collateral if such other party subsequently
specifies
in writing that they shall no longer qualify as Eligible Collateral).
For
the avoidance of doubt there are no other assets which, as of
the date of
this Annex, qualify as Eligible Collateral for either party.
|
Such
percentage as shall, from time to time, be specified by the other
party as
applying to such Eligible Collateral.
|
(iii) Other
Eligible Support.
With
respect to a party, such Other Eligible Support as the other party may
from time
to time specify in writing as qualifying as "Other Eligible
Support"
and for
the avoidance of doubt there are no items which qualify as Other Eligible
Support for either party as of the date of this Annex.
|
(iv)
|
Thresholds.
|
| (A) |
"Independent
Amount"
means with respect to Party A and Party B:
Zero.
|
| (B) |
"Threshold"
means with respect to Party A:Infinity; provided,
if a Counterparty Rating Agency Downgrade
(as defined in the Schedule) has occurred and is continuing, then
the Threshold with respect to Party A shall be zero unless Party
A has
remedied such Counterparty Rating Agency Downgrade in accordance
with Part
1(h)(3) of the Schedule by means other than posting collateral
pursuant to
this Annex.
|
"Threshold"
means
with respect to Party B: Infinity
| (C) |
"Minimum
Transfer Amount"
means with respect to Party A:$250,000.
|
"Minimum
Transfer Amount"
means
with respect to Party B:$250,000.
(D) Rounding.
The
Delivery Amount and the Return Amount will be rounded up and down respectively
to the nearest integral multiple of $10,000.
CMALT
2007-A3 CSA
|
(c)
|
Valuation
and Timing.
|
(i) "Valuation
Agent"
means,
for purposes of Paragraphs 3 and 5, the party making the demand under Paragraph
3; for the purposes of Paragraph 4(d)(ii), the Secured Party receiving
the
Substitute Credit Support; and, for purposes of Paragraph 6(d), the Secured
Party receiving or deemed to receive the Distributions or the Interest
Amount,
as applicable provided that where there has occurred and is continuing
an Event
of Default, Potential Event of Default or Specified Condition in respect
of such
party it shall not be a Valuation Agent and the other party shall be the
Valuation Agent.
(ii) "Valuation
Date"
means
the first day of each calendar week that is a Local Business Day which,
if
treated as a Valuation Date, would result in a Delivery Amount or Return
Amount;
or such other Local Business Day that either party may elect to designate
a
Valuation Date by notice to the Valuation Agent.
(iii) "Valuation
Time"
means
the close of business in the city of the Valuation Agent on the Local Business
Day before the Valuation Date or date of calculation, as applicable,
provided
that the
calculations of Value and Exposure will be made as of approximately the
same
time on the same date.
(iv) "Notification
Time"
means
4:00 p.m., London time, on a Local Business Day.
|
(d)
|
Conditions
Precedent and Secured Party's Rights and
Remedies.
|
(i) Subject
to Paragraphs 13(d)(ii) and 13(d)(iii), for the purposes of this Annex
the
following events will each be a "Specified
Condition"
for the
party specified (that party being the Affected Party if the event occurs
with
respect to that party):
|
Party
A
|
Party
B
|
|
|
- Illegality
|
X
|
X
|
|
- Credit
Event Upon Merger
|
X
|
X
|
|
- Additional
Termination Event(s):
|
||
|
An
event which, with the giving of notice or the passage of time,
or both,
would constitute one or more of the foregoing events
|
X
|
X
|
(ii) For
the
purposes of sub-Paragraphs 4(a)(ii), 8(a)(2) and 8(b), the words "Specified
Condition"
shall be
deleted and the words "Termination Event" shall be substituted therefor
and
provided further that for the purposes of Paragraph 8(b) the words "or
been
designated" shall be deleted in their entirety;
(iii) For
the
purposes of sub-Paragraph 8(a)(1) the words "Specified
Condition"
shall be
deleted in their entirety.
|
(e)
|
Substitution.
|
(i) "Substitution
Date"
has the
meaning specified in Paragraph 4(d)(ii).
CMALT
2007-A3 CSA
| (ii) |
Consent.
The Pledgor must obtain the Secured Party's prior consent to any
substitution pursuant to Paragraph 4(d) and shall give to the Secured
Party not less than two (2) Local Business Days notice thereof
specifying
the items of Posted Credit Support intended for
substitution.
|
|
(iii)
|
Return
Procedure.
In Paragraph 4(d)(ii) the words "not later than the Local Business
Day
following" shall be deleted and replaced with the words "as soon
as
practical after".
|
|
(f)
|
Dispute
Resolution.
|
(i) "Resolution
Time"
means
4:00 p.m. London time on the Local Business Day following the date on which
the
notice of the dispute is given under Paragraph 5.
(ii) Value.
For the
purpose of Paragraphs 5(i)(C) and 5(ii), on any date, the Value of Eligible
Collateral and Posted Collateral will be calculated as follows:
(A) with
respect to any Cash; the amount thereof;
(B) with
respect to any Eligible Collateral comprising securities; the sum of (a)(x)
the
last mid-market price on such date for such securities on the principal
national
securities exchange on which such securities are listed, multiplied by
the
applicable Valuation Percentage or (y) where any such securities are not
listed
on a national securities exchange, the mid-market price for such securities
quoted as at the close of business on such date by any principal market
maker
for such securities chosen by the Valuation Agent, multiplied by the applicable
Valuation Percentage or (z) if no such bid price is listed or quoted for
such
date, the last mid-market price listed or quoted (as the case may be),
as of the
day next preceding such date on which such prices were available; multiplied
by
the applicable Valuation Percentage; plus (b) the accrued interest on such
securities (except to the extent that such interest shall have been paid
to the
Pledgor pursuant to Paragraph 6(d)(ii) or included in the applicable price
referred to in subparagraph (a) above) as of such date; and
(C) with
respect to any Eligible Collateral other than Cash and securities; the
fair
market value of such Eligible Collateral on such date, as determined in
any
reasonable manner chosen by the Valuation Agent, multiplied by the applicable
Valuation Percentage.
(iii) Alternative.
The
provisions of Paragraph 5 will apply provided that the obligation of the
appropriate party to deliver the undisputed amount to the other party will
not
arise prior to the time that would otherwise have applied to the Transfer
pursuant to, or deemed made, under Paragraph 3 if no dispute had
arisen.
|
(g)
|
Holding
and Using Posted
Collateral.
|
|
(i)
|
Eligibility
to Hold Posted Collateral; Custodians:
|
Party
A: Not
applicable
Party
B
or its Custodian will be entitled to hold Posted Collateral pursuant to
Paragraph 6(b); provided that
(1) whichever
of Party B or its Custodian that is holding Posted Collateral, shall at
all
times have a long term debt or deposit rating of at least A from Standard
&
Poor's Ratings Services, a division of XxXxxx-Xxxx Inc. and at least A2
from
Moody's Investors
CMALT
2007-A3 CSA
Service,
Inc. (or their respective successors) and have net capital in excess of
US$500
million;
(2) the
Custodian for Party B shall first be approved by Party A and shall be an
account
holder in the U.S. Federal Reserve System; and
(3) Party
B
is not a Defaulting Party.
|
(h)
|
Distributions
and Interest Amount.
|
(i) Interest
Rate.
The
"Interest
Rate"
will be,
the effective rate for Federal Funds, as published on Telerate Page 118,
provided that if, for any reason, Telerate Page 118 should be unavailable
the
Interest Rate shall be such rate as the Secured Party shall reasonably
determine.
(ii) Transfer
of Interest Amount.
The
Transfer of the Interest Amount will be made on the second Local Business
Day
following the end of each calendar month, to the extent that a Delivery
Amount
would not be created or increased by that transfer in which event such
Interest
Amount will be retained by the Secured Party, and on any Local Business
Day on
which all Posted Collateral in the form of Cash is Transferred to the Pledgor
pursuant to Paragraph 3(b).
(iii) Alternative
to Interest Amount.
The
provisions of Paragraph 6(d)(ii) will apply and for the purposes of calculating
the Interest Amount the amount of interest calculated for each day of the
Interest Period shall be compounded daily.
|
(i)
|
Additional
Representation(s).
There are no additional representations by either
party.
|
|
(j)
|
Other
Eligible Support and Other Posted
Support.
|
(i) "Value"
with respect to Other Eligible Support and Other Posted Support shall have
such
meaning as the parties shall agree in writing from time to time.
(ii)
"Transfer"
with respect to Other Eligible Support and Other Posted Support shall have
such
meaning as the parties shall agree in writing from time to time.
|
(k)
|
Demands
and Notices. All
demands, specifications and notices under this Annex will be
made pursuant
to the Addresses for Notices Section of this Agreement, save
that any
demand, specification or notice:
|
(i) shall
be
given to or made at the following addresses:
|
If
to Party A:
|
Address: One
Xxxxx
Xxxxxx
Xxxxxx
X00 0XX
Xxxxxxx.
Telephone: 00
00
0000 0000
Facsimile: 44
20
7883 7987
Attention: Collateral
Management Unit
|
or
at such other address as the relevant party may from time to
time
designate by giving notice (in accordance with the terms of this
paragraph) to the other party;
|
CMALT
2007-A3 CSA
(ii) shall
(unless otherwise stated in this Annex) be deemed to be effective at the
time
such notice is actually received unless such notice is received on a day
which
is not a Local Business Day or after the Notification Time on any Local
Business
Day in which event such notice shall be deemed to be effective on the next
succeeding Local Business Day.
|
(l)
|
Address
for Transfers.
|
|
Party
A: To be notified to Party B by Party A at the time of the request
for the
Transfer.
|
Party
B:
Citibank,
N.A.
Agency
and Trust
New
York,
NY
ABA
#
000-000-000
A/C
0000-0000
Further
Credit to Account #106380
Ref:
Account #CMALT 2007-A3
|
(m)
|
Other
Provisions.
|
|
(i)
|
Additional
Definitions. As
used in this Annex:
|
|
"Equivalent
Collateral" means,
with respect to any security constituting Posted Collateral,
a security of
the same issuer and, as applicable, representing or having the
same class,
series, maturity, interest rate, principal amount or liquidation
value and
such other provisions as are necessary for that security and
the security
constituting Posted Collateral to be treated as equivalent in
the market
for such securities;
|
|
"Local
Business Day"
means:
(i) any day on which commercial banks are open for business (including
dealings in foreign exchange and foreign currency deposits) in
London, and
(ii) in relation to a Transfer of Eligible Collateral, a day
on which the
clearance system agreed between the parties for the delivery
of Eligible
Collateral is open for acceptance and execution of settlement
instructions
(or in the case of a Transfer of Cash or other Eligible Collateral
for
which delivery is contemplated by other means, a day on which
commercial
banks are open for business (including dealings for foreign exchange
and
foreign deposits) in New York and such other places as the parties
shall
agree);
|
|
(ii)
|
Transfer
Timing
|
(a) Paragraph
4(b) shall be deleted and replaced in its entirety by the following paragraph:
|
"Subject
to Paragraphs 4(a) and 5 and unless otherwise specified, if a
demand for
the Transfer of Eligible Credit Support or Posted Credit Support
is made
by the Notification Time, then the relevant Transfer will be
made not
later than the close of business on the second Local Business
Day
thereafter; if a demand is made after the Notification Time then
the
relevant Transfer will be made not later than the close of business
on the
third Local Business Day
thereafter."
|
(b) Paragraph
6(d)(1) shall be amended so that the reference therein to "the following
Local
Business Day" shall be replaced by reference to "the second Local Business
Day
thereafter".
CMALT
2007-A3 CSA
(iii) Events
of Default
Paragraph
7 shall be amended so that the references in Paragraph 7(i), Paragraph
7(ii) and
Paragraph 7(iii) to "two Local Business Days", "five Local Business Days"
and
"thirty days" respectively, shall instead be replaced by "one Local Business
Day", "three Local Business Days" and "three Local Business Days"
respectively.
(iv) Holding
Collateral
The
Secured Party shall cause any Custodian appointed hereunder to open and
maintain
a segregated account and to hold, record and identify all the Posted Collateral
in such segregated account and, subject to Paragraphs 6(c) and 8(a), such
Posted
Collateral shall at all times be and remain the property of the Pledgor
and
shall at no time constitute the property of, or be commingled with the
property
of, the Secured Party or the Custodian.
CMALT
2007-A3 CSA
IN
WITNESS WHEREOF,
the
parties have executed this document on the respective dates specified below
with
effect from the date specified on the first page of this document.
|
CREDIT
SUISSE INTERNATIONAL
|
U.S.
BANK NATIONAL ASSOCIATION, NOT IN ITS INDIVIDUAL CAPACITY BUT
AS TRUSTEE
ON BEHALF OF THE TRUST CREATED UNDER THE POOLING AND SERVICING
AGREEMENT
IN RESPECT OF THE CMALT (CITIMORTGAGE ALTERNATIVE LOAN TRUST),
SERIES
2007-A3 REMIC PASS-THROUGH CERTIFICATES
|
|
By:
Name:
Title:
Date:
|
By:
Name:
Title:
Date:
|
|
By:
Name:
Title:
Date:
|
CMALT
2007-A3 CSA
