______________________________________________________________________
CITICORP MORTGAGE SECURITIES, INC.
Packager and Servicer
And
[TRUSTEE]
Trustee
______________________________________________________________________
POOLING AND SERVICING AGREEMENT
Dated as of ________ 1, 1999
______________________________________________________________________
REMIC PASS-THROUGH CERTIFICATES,
SERIES 1999-____
ARTICLE I-XI
INCORPORATION BY REFERENCE
ARTICLE XII
TERMS FOR SERIES 1999-____ CERTIFICATES
Section 12.01. General Terms for Certificates..................................7
Section 12.02. Additional Terms and Definitions...............................15
Accretion Directed CitiCertificates................15
Accretion Distribution Amount......................15
Accretion Termination Date.........................15
Accrual CitiCertificates...........................16
Accrual Date.......................................16
Advance Account Trigger Applicability..............16
Assumed Reinvestment Rate..........................16
Authenticating Agent...............................16
Available PO Loss Funds............................16
Book-Entry Certificates............................16
Cash Deposited into Certificate Account............16
Certificate Registrar..............................16
Class A Non-PO Principal Amount....................17
Class A Optimal Principal Amount...................17
Class A Percentage.................................17
Class A PO Principal Amount........................17
Class A PO Subclass................................18
Class A Prepayment Percentage......................18
Class A Principal Amount...........................19
Class A Principal Distribution Amount..............19
Class A Subclass Stated Amount.....................19
Class A-IO Interest Amount.........................20
Class A-IO Notional Amount.........................20
Class A-_ Notional Amount..........................20
Class A-__ Loss Amount.............................20
Class A-__ and Class A-__ Percentage...............20
Class A-__ and Class A-__ Priority Amount..........20
Class A-__ and Class A-__ Shift Percentage.........20
Class A-__ and Class A-__ Prepayment Shift
Percentage.........................................20
Class A-__ Loss Allocation Amount..................21
Class A-__ Policy Payments Account.................27
Class A-__ Notional Amount.........................21
Class B Percentage.................................21
Class B Prepayment Percentage......................21
Class L Regular Interests..........................21
Clearing Agency....................................21
Constituent REMICs.................................18
Corporate Trust Office.............................21
1
Current Class B-1 Subordination Level..............21
Current Class B-2 Subordination Level..............21
Current Class B-3 Subordination Level..............22
Current Class B-4 Subordination Level..............22
Current Class M Subordination Level................22
Cut-Off Date.......................................22
Deceased Holder....................................22
Deficiency Amount..................................22
Definitive Certificates............................22
Denominations......................................22
Deposit Date.......................................23
Depository.........................................23
Designated Interest Accrual Date...................23
Determination Date.................................23
Discount Mortgage Loan.............................23
Distributable Class A-IO Interest Amount............D
Distribution Date..................................23
ERISA Restricted CitiCertificates..................23
Extraordinary Losses...............................23
Individual Retail CitiCertificate..................23
Initial Bankruptcy Loss Amount.....................23
Initial Fraud Loss Amount..........................23
Initial Special Hazard Loss Amount.................23
Initial Special Hazard Percentage..................23
Initial Stated Amount..............................23
Insurance Agreement................................23
Insurance Policy...................................24
Insurance Premium..................................24
Insured Certificates...............................24
Insured Payment....................................24
Insurer............................................24
Interest Accrual Period............................24
Investment Account.................................24
Investor Rate......................................24
Issue Date.........................................24
Last Scheduled Distribution Date...................24
Lower-Tier Certificates............................24
Lower-Tier REMIC...................................24
Mortgage Document Custodian........................25
Mortgage Loans.....................................25
Mortgage Note Custodian............................25
Net Note Rate......................................25
Non-PO Percentage..................................25
Non-PO Pool Adjusted Balance.......................25
Notices............................................25
Original Class A Percentage........................25
2
Original Class A Stated Amount.....................25
Original Class B-1 Percentage......................25
Original Class B-1 Stated Amount...................25
Original Class B-1 Subordination Level.............25
Original Class B-2 Percentage......................26
Original Class B-2 Stated Amount...................26
Original Class B-2 Subordination Level.............26
Original Class B-3 Percentage......................26
Original Class B-3 Stated Amount...................26
Original Class B-3 Subordination Level.............26
Original Class B-4 Percentage......................26
Original Class B-4 Stated Amount...................26
Original Class B-4 Subordination Level.............26
Original Class B-5 Percentage......................26
Original Class B-5 Stated Amount...................26
Original Class M Percentage........................26
Original Class M Stated Amount.....................26
Original Class M Subordination Level...............26
Original Subordinated Stated Amount................26
PAC Balance Amount.................................26
PAC Certificates...................................26
Participant........................................26
Paying Agent.......................................27
Planned Balance....................................27
PO Loss Amount.....................................27
PO Percentage......................................27
Preference Amount..................................27
Premium Mortgage Loan..............................27
Private Certificates...............................27
Rating Agencies....................................27
Record Date........................................27
Reserve Fund.......................................27
Reserve Withdrawl..................................27
Retail CitiCertificates............................28
Retail Reserve Fund................................28
Right to Repurchase................................28
Schedule I TAC Balance Amount......................28
Schedule II TAC Balance Amount.....................28
Schedule I Targeted Balance........................28
Schedule II Targeted Balance.......................28
Scheduled Principal Amount.........................28
Servicing Fee......................................28
Single Certificate.................................29
Startup Day........................................29
Stated Rate........................................29
TAC Balance Amount.................................29
3
TAC Certificates...................................29
Targeted Balance...................................29
Trustee Advances...................................29
Unpaid PO Loss Amount..............................29
Unscheduled Principal Amount.......................29
Upper-Tier Certificates............................29
Upper-Tier REMIC...................................29
Voting Interest....................................30
Section 12.03. Wire Transfer Eligibility......................................30
Section 12.04. REMIC-Related Covenants........................................30
Section 12.05. Expenses and Liabilities of the Trust Fund.....................32
Section 12.06. Tax Matters Person.............................................32
Section 12.07. Distributions in Reduction of Stated Amount of the Retail
CitiCertificates...............................................32
Section 12.08. The Insurance Policy...........................................38
Section 12.06. Replacement of the Insurance Policy............................41
ARTICLE XIII
SUBORDINATION; PRIORITIES; ALLOCATION OF LOSSES
Section 13.01. Subordination; Priority of Distributions.......................42
Section 13.02. Allocation of Realized Losses; Recoveries......................46
Section 13.03. Class L Regular Interests Allocations and Distributions........48
Section 13.04. Distributions on the Residual Certificates.....................49
EXHIBITS
EXHIBIT A-1 Form of Class A-_, A-_, A-_, A-_and A-__
CitiCertificates [general form]......................A-1-1
EXHIBIT A-2 Form of Class A-_ CitiCertificates [interest-only
class]...............................................A-2-1
EXHIBIT A-3 Form of Class A-_ CitiCertificates [principal-only
class]...............................................A-3-1
EXHIBIT A-4 [intentionally omitted]..............................A-4-1
EXHIBIT A-5 Form of Class A-__ CitiCertificates [retail class]...A-5-1
EXHIBIT A-6 Form of Class A-IO CitiCertificates..................A-9-1
EXHIBIT A-7 Form of Class M CitiCertificates....................A-10-1
EXHIBIT A-8 Form of Class B-1 through B-2 CitiCertificates......A-11-1
EXHIBIT A-9 Form of Class B-3 through B-5 CitiCertificates......A-12-1
EXHIBIT A-10 Form of Residual Class LR Certificates..............A-13-1
EXHIBIT A-11 Form of Residual Class R Certificates...............A-14-1
EXHIBIT B Schedule of Mortgage Loans - Deemed Incorporated.......B-1
EXHIBIT C Form of Mortgage Document Custodial Agreement..........C-1
EXHIBIT D Form of Subservicing Agreement.........................D-1
EXHIBIT E Form of Purchaser Letter...............................E-1
EXHIBIT F Form of ERISA Letter...................................F-1
[EXHIBIT G Targeted Balances, Schedule I Targeted Balances,
Schedule II Targeted Balances].........................G-1
[EXHIBIT H Planned Balances]......................................H-1
[EXHIBIT I Insurance Policy]......................................I-1
4
THIS POOLING AND SERVICING AGREEMENT ("this Pooling Agreement" or "this
Agreement"), dated as of ________ 1, 1999, between CITICORP MORTGAGE SECURITIES,
INC., a corporation organized and existing under the laws of the State of
Delaware ("CMSI"), and [TRUSTEE, a New York banking corporation,] [TRUSTEE, a
Massachusetts trust company,] in its individual capacity and as trustee (the
"Trustee").
WITNESSETH THAT:
In the regular course of their business, certain affiliates of CMSI
originate and acquire Mortgage Loans. CMSI and the Trustee wish to set forth the
terms and conditions pursuant to which the Trust Fund will acquire the Mortgage
Loans listed in Exhibit B hereto. Certificates will be issued to Holders
evidencing ownership interests in such Trust Fund and CMSI will manage and
service such Mortgage Loans. In consideration of the mutual agreements herein
contained, CMSI and the Trustee agree as follows:
ARTICLES I-XI
INCORPORATION BY REFERENCE
Those certain Standard Terms for Pooling and Servicing Agreements for
CitiCertificates dated as of ________ 1, 1999 (the "Standard Terms"), a copy of
which is attached hereto, as amended hereby, are incorporated by reference
herein as if set forth in full. Such Standard Terms, as so amended, are hereby
affirmed by, and shall constitute a part of this Agreement between, the parties
hereto. For purposes of this Pooling Agreement and the Certificates executed and
delivered hereunder, the terms "this Agreement," "herein," "hereof" and words of
similar import shall refer to this Pooling Agreement including the Standard
Terms as incorporated herein with such modifications or amendments with respect
to the related series of Certificates as may be set forth in this Pooling
Agreement.
ARTICLE XII
TERMS FOR SERIES 1999-____ CERTIFICATES
On ________, 1999 (the "Issue Date"), there shall be established
pursuant to the terms of, and authenticated under, this Pooling Agreement a
series of certificates known and designated as "Citicorp Mortgage Securities,
Inc., REMIC Pass-Through Certificates, Series 1999-____" (the "Certificates").
[An] Election[s] will be made pursuant to this Agreement to treat the Trust as
[a] [two separate] REMIC[s] for federal income tax purposes. The Certificates
shall consist of (i) one Class consisting of __________ Subclasses of
CitiCertificates (each a "Class A Subclass")
5
designated as "Citicorp Mortgage Securities, Inc. REMIC Pass-Through
Certificates, Series 1999-____, Senior Class A-1 CitiCertificates" (the "Class
A-1 CitiCertificates"), "Citicorp Mortgage Securities, Inc. REMIC Pass-Through
Certificates, Series 1999-__, Senior Class A-2 CitiCertificates" (the "Class A-2
CitiCertificates"), "Citicorp Mortgage Securities, Inc. REMIC Pass-Through
Certificates, Series 1999-____, Senior Class A-3 CitiCertificates" (the "Class
A-3 CitiCertificates"), "Citicorp Mortgage Securities, Inc. REMIC Pass-Through
Certificates, Series 1999-____, Senior Class A-4 CitiCertificates" (the "Class
A-4 CitiCertificates"), "Citicorp Mortgage Securities, Inc. REMIC Pass-Through
Certificates, Series 1999-____, Senior Class A-5 CitiCertificates" (the "Class
A-5 CitiCertificates"), "Citicorp Mortgage Securities, Inc. REMIC Pass-Through
Certificates, Series 1999-____, Senior Class A-6 CitiCertificates" (the "Class
A-6 CitiCertificates"), "Citicorp Mortgage Securities, Inc. REMIC Pass-Through
Certificates, Series 1999-____, Senior Class A-7 CitiCertificates" (the "Class
A-7 CitiCertificates") "Citicorp Mortgage Securities, Inc. REMIC Pass-Through
Certificates, Series 1999-____, Senior Class A-8 CitiCertificates" (the "Class
A-8 CitiCertificates"), "Citicorp Mortgage Securities, Inc. REMIC Pass-Through
Certificates, Series 1999-____, Senior Class A-9 CitiCertificates" (the "Class
A-9 CitiCertificates"), "Citicorp Mortgage Securities, Inc. REMIC Pass-Through
Certificates, Series 1999-____, Senior Class A-10 CitiCertificates" (the "Class
A-10 CitiCertificates"), "Citicorp Mortgage Securities, Inc. REMIC Pass-Through
Certificates, Series 1999-____, Senior Class A-11 CitiCertificates" (the "Class
A-11 CitiCertificates"), "Citicorp Mortgage Securities, Inc. REMIC Pass-Through
Certificates, Series 1999-____, Senior Class A-12 CitiCertificates" (the "Class
A-12 CitiCertificates"), "Citicorp Mortgage Securities, Inc. REMIC Pass-Through
Certificates, Series 1999-____, Senior Class A-13 CitiCertificates" (the "Class
A-13 CitiCertificates"), "Citicorp Mortgage Securities, Inc. REMIC Pass-Through
Certificates, Series 1999-____, Senior Class A-14 CitiCertificates" (the "Class
A-14 CitiCertificates"), "Citicorp Mortgage Securities, Inc. REMIC Pass-Through
Certificates, Series 1999-____, Senior Class A-15 CitiCertificates" (the "Class
A-15 CitiCertificates"), "Citicorp Mortgage Securities, Inc. REMIC Pass-Through
Certificates, Series 1999-____, Senior Class A-16 CitiCertificates" (the "Class
A-16 CitiCertificates") "Citicorp Mortgage Securities, Inc. REMIC Pass-Through
Certificates, Series 1999-____, Senior Class A-17 CitiCertificates" (the "Class
A-17 CitiCertificates"), "Citicorp Mortgage Securities, Inc. REMIC Pass-Through
Certificates, Series 1999-____, Senior Class A-18 CitiCertificates" (the "Class
A-18 CitiCertificates"), "Citicorp Mortgage Securities, Inc. REMIC Pass-Through
Certificates, Series 1999-____, Senior Class A-19 CitiCertificates" (the "Class
A-19 CitiCertificates"), "Citicorp Mortgage Securities, Inc. REMIC Pass-Through
Certificates, Series 1999-____, Senior Class A-20 CitiCertificates" (the "Class
A-20 CitiCertificates"), "Citicorp Mortgage Securities, Inc. REMIC Pass-Through
Certificates, Series 1999-____, Senior Class A-21 CitiCertificates" (the "Class
A-21 CitiCertificates"), "Citicorp Mortgage Securities, Inc. REMIC Pass-Through
Certificates, Series 1999-____, Senior Class A-22 CitiCertificates" (the "Class
A-22 CitiCertificates") and "Citicorp Mortgage Securities, Inc. REMIC
Pass-Through Certificates, Series 1999-____, Senior Class A-IO CitiCertificates"
(the "Class A-IO CitiCertificates"); (ii) one Class of CitiCertificates
designated as "Citicorp Mortgage Securities, Inc., REMIC Pass-Through
Certificates, Series 1999-____, Senior Subordinated Class M CitiCertificates"
(the "Class M CitiCertificates"); (iii) one Class consisting of five Subclasses
of CitiCertificates (each a "Class B Subclass") designated as "Citicorp Mortgage
Securities, Inc. REMIC Pass-Through Certificates, Series 1999-____, Subordinated
Class B-1 CitiCertificates" (the "Class B-1 CitiCertificates"), "Citicorp
Mortgage Securities, Inc. REMIC Pass-Through Certificates, Series 1999-____,
Subordinated Class B-2 CitiCertificates" (the "Class B-2 CitiCertificates"),
"Citicorp Mortgage Securities, Inc. REMIC Pass-Through Certificates,
6
Series 1999-____, Subordinated Class B-3 CitiCertificates" (the "Class B-3
CitiCertificates"), "Citicorp Mortgage Securities, Inc. REMIC Pass-Through
Certificates, Series 1999-____, Subordinated Class B-4 CitiCertificates" (the
"Class B-4 CitiCertificates") and "Citicorp Mortgage Securities, Inc. REMIC
Pass-Through Certificates, Series 1999-____, Subordinated Class B-5
CitiCertificates" (the "Class B-5 CitiCertificates") (collectively, the "Class B
CitiCertificates," and together with the Class A, Class A-IO and Class M
CitiCertificates, the "CitiCertificates"); [(iv) two classes of uncertificated
interests designated as "Citicorp Mortgage Securities, Inc. REMIC Pass-Through
Certificates, Series 1999-____, Class L-1 Regular Interest" (the "Class L-1
Regular Interest") and "Citicorp Mortgage Securities, Inc. REMIC Pass-Through
Certificates, Series 1999-____, Class L-2 Regular Interest" (the "Class L-2
Regular Interest");] and (v) [one] [two] class[es] of residual interests
designated as ["Citicorp Mortgage Securities, Inc. REMIC Pass-Through
Certificates, Series 1999-____, Class R Certificate" (the "Class R Certificate")
and] "Citicorp Mortgage Securities, Inc. REMIC Pass-Through Certificates, Series
1999-____, Class LR Certificate" (the "Class LR Certificate," [and together with
the Class R Certificate,] [or] the "Residual Certificate[s]").
The Class A-__, Class A-__, Class A-__, Class A-__, Class A-__, Class
A-__, Class A-__, Class A-__, Class A-__, Class A-__, Class A-__, Class A-__,
Class A-__, Class A-__, Class A-__, Class A-__, Class A-IO, Class M, Class B-1,
Class B-2, Class B-3, Class B-4 and Class B-5 CitiCertificates, [the Class L-1
Regular Interest and the Class L-2 Regular Interest] are hereby designated as
"regular interests" in the [Lower-Tier] REMIC [and the Class A-__, Class A-__,
Class A-__, Class A-__, Class A-__ and Class A-__ CitiCertificates are hereby
designated as "regular interests" in the Upper-Tier REMIC] within the meaning of
Code Section 860G(a)(1). The Class LR Certificate is hereby designated as the
"residual interest" in the [Lower-Tier] REMIC [and the Class R Certificate is
hereby designated as the "residual interest" in the Upper-Tier REMIC] within the
meaning of Code Section 860G(a)(2). The CitiCertificates, [the Class L-1 Regular
Interest, the Class L-2 Regular Interest] and the Residual Certificate[s] shall
have the terms provided for in this Pooling Agreement (including the Standard
Terms, as modified, amended and supplemented hereby).
[The Trustee acknowledges that it is holding the Class L Regular
Interests as assets of the Upper-Tier REMIC.]
Distributions on the Class M CitiCertificates are subordinated to
distributions on the Class A CitiCertificates, distributions on the Class B
CitiCertificates are subordinated to distributions on the Class A and Class M
CitiCertificates and distributions on each Subclass of the Class B
CitiCertificates are subordinated to distributions on each Subclass of the Class
B CitiCertificates having a lower numerical designation, in each case to the
extent provided in Article XIII.
Section 12.01.....General Terms for Certificates.
(a) The Class A CitiCertificates, the Class M CitiCertificates,
the Class B CitiCertificates, [the Class L-1 Regular Interest
and the Class L-2 Regular Interest] shall have the following
respective Initial Stated Amounts, initial Notional Amounts,
Stated Rates and Last Scheduled Distribution Dates:
7
Initial Stated Stated Last Scheduled
Amount Rate Distribution Date (1)
------ ---- ---------------------
Class A-1 CitiCertificates $___________ ____% ______ 25, 2029
Class A-2 CitiCertificates $___________ ____% ______ 25, 2029
Class A-3 CitiCertificates $___________ ____% ______ 25, 2029
Class A-4 CitiCertificates (2) ____% ______ 25, 2029
Class A-5 CitiCertificates $___________ ____% ______ 25, 2029
Class A-6 CitiCertificates $___________ ____% ______ 25, 2029
Class A-7 CitiCertificates $___________ ____% ______ 25, 2029
Class A-8 CitiCertificates $___________ ____% ______ 25, 2029
Class A-9 CitiCertificates $___________ ____% ______ 25, 2029
Class A-10 CitiCertificates $___________ ____% ______ 25, 2029
Class A-11 CitiCertificates $___________ (3) ______ 25, 2029
Class A-12 CitiCertificates $___________ ____% ______ 25, 2029
Class A-13 CitiCertificates $___________ ____% ______ 25, 2029
Class A-14 CitiCertificates $___________ ____% ______ 25, 2029
Class A-15 CitiCertificates $___________ ____% ______ 25, 2029
Class A-16 CitiCertificates $___________ ____% ______ 25, 2029
Class A-17 CitiCertificates $___________ ____% ______ 25, 2029
Class A-18 CitiCertificates $___________ ____% ______ 25, 2029
Class A-19 CitiCertificates $___________ ____% ______ 25, 2029
Class A-20 CitiCertificates (4) 0.__% ______ 25, 2029
Class A-21 CitiCertificates $___________ ____% ______ 25, 2029
Class A-22 CitiCertificates $___________ (3) ______ 25, 2029
Class A-IO CitiCertificates (5) (6) ______ 25, 2029
Class M CitiCertificates $___________ ____% ______ 25, 2029
Class B-1 CitiCertificates $___________ ____% ______ 25, 2029
Class B-2 CitiCertificates $___________ ____% ______ 25, 2029
Class B-3 CitiCertificates $___________ ____% ______ 25, 2029
Class B-4 CitiCertificates $___________ ____% ______ 25, 2029
Class B-5 CitiCertificates $___________ ____% ______ 25, 2029
[Class L-1 Regular Interest $___________ ____% ______ 25, 2029]
[Class L-2 Regular Interest $___________ ____% ______ 25, 2029]
8
(1) The last scheduled distribution date is the "latest possible maturity
date" of the related Subclass or Class for purposes of Section
860G(a)(1) of the Code and Treasury Regulations Section
1.860G-1(a)(4)(iii).
(2) The Class A-__ CitiCertificates have no Stated Amount. The Class A-__
Notional Amount on any Distribution Date will be equal to the sum of
(i) ____% of the Stated Amount of the Class A-__ CitiCertificates, (ii)
____% of the Stated Amount of the Class A-__ CitiCertificates and (iii)
____% of the Stated Amount of the Class A-__ CitiCertificates as of
such date. The Class A-__ Notional Amount will initially be $_____.
(3) The Class A-__ CitiCertificates and Class A-__ CitiCertificates are
principal-only regular interests and do not bear interest.
(4) The Class A-__ CitiCertificates have no Stated Amount. The Class A-__
Notional Amount on any Distribution Date will be equal to the Stated
Amount of the Class A-__ CitiCertificates as of such date.
(5) The Class A-IO CitiCertificates have no Stated Amount. The Class A-IO
Notional Amount on any Distribution Date will be equal to the aggregate
Adjusted Balance of the Premium Mortgage Loans, and will initially be
$_____.
(6) The Class A-IO CitiCertificates will accrue interest for each Interest
Accrual Period in an amount equal to the Class A-IO Interest Amount.
The Residual Certificates will not be issued with Initial Stated
Amounts or Stated Rates, but will be entitled to distributions to the extent set
forth herein.
Interest will accrue with respect to a Distribution Date on the Class A
(other than the Class A-__ and Class A-__ CitiCertificates), Class M, Class B
CitiCertificates and [the Class L Regular Interests] during the related Interest
Accrual Period.
The Class A-__ CitiCertificates and Class A-__ CitiCertificates are
Accrual CitiCertificates.
(b) Each of the Class A CitiCertificates (other than the Class A-__ and
Class A-__ CitiCertificates), Class M CitiCertificates and Class B
CitiCertificates and the Class L Regular Interests will bear interest on their
respective Stated Amounts (and, in the case of the Class A-__ CitiCertificates,
Class A-__ CitiCertificates and the Class A-IO CitiCertificates, on the Class
A-__ Notional Amount, Class A-__ Notional Amount and Class A-IO Notional Amount,
respectively) at the applicable Stated Rate for such Subclass, Class or [Class L
Regular Interest] set forth in Section 12.01(a). Interest accrued on the
CitiCertificates [and the Class L Regular Interests] during any Interest Accrual
Period will be calculated on the assumption that any distributions in reduction
of Stated Amount (or, with respect to the Class A-__ CitiCertificates, Class
A-__ CitiCertificates and Class A-IO CitiCertificates, any reduction in the
Class A-__ Notional Amount, Class A-__ Notional Amount and Class A-IO Notional
Amount, respectively) on all CitiCertificates [and the Class L Regular
Interests] were made, any accrued interest added to the Stated Amounts of the
Accrual
9
CitiCertificates on the Distribution Date occurring during such Interest Accrual
Period and any allocations of any losses were made, on the day immediately
following the last day of the preceding Interest Accrual Period, and not on the
following Distribution Date when actually made, added or allocated. Each Class A
Subclass Interest Amount (other than the amount for a Subclass of Accrual
CitiCertificates prior to the applicable Accretion Termination Date), each Class
B Subclass Interest Amount and the Class M Interest Amount relating to an
Interest Accrual Period shall be distributable on the following Distribution
Date or, if such day is not a Business Day, on the next succeeding Business Day.
Each Subclass and Class of CitiCertificates (other than the Class A-__ and Class
A-__ CitiCertificates) [and Class L Regular Interest] shall accrue interest from
the applicable Accrual Date for such Subclass and Class of CitiCertificates [and
Class L Regular Interest]. Until the applicable Accretion Termination Date, on
each Distribution Date an amount equal to the Accretion Distribution Amount for
the related Subclass of Accrual CitiCertificates shall be added to the Stated
Amount of such Accrual CitiCertificates and the Accretion Distribution Amount
for such Subclass shall be distributed in the manner and up to the amount
provided in Section 12.01(c).
Distributions of interest on the Accrual CitiCertificates will commence
on the applicable Accretion Termination Dates.
On each Distribution Date, each Class A Subclass Interest Amount and
each Class B Subclass Interest Amount for such Subclass with respect to such
Distribution Date shall be distributable to such Subclass of CitiCertificates
(or, in the case of the Accrual CitiCertificates prior to the applicable
Accretion Termination Date, added to the Stated Amounts thereof), and the Class
M Interest Amount with respect to such Distribution Date shall be distributable
to the Class M CitiCertificates. In the event that on a particular Distribution
Date, the Pool Distribution Amount is insufficient to pay any of the Class A
Subclass Interest Amounts, the Class M Interest Amount or any of the Class B
Subclass Interest Amounts, the aggregate amount of the shortfall will be carried
forward and added pro rata to the amount distributable to holders of the
applicable Subclass of Class A or Class B CitiCertificates or the Class M
CitiCertificates, as applicable, until distribution thereof is made as provided
herein.
[On each applicable Distribution Date, subject to the provisions of
Section 12.08, a payment in an amount equal to the portion of the Insured
Payment on such Distribution Date, if any, attributable to a payment with
respect to interest shortfalls or losses will be made by the Insurer as provided
in Section 12.08 to the Trustee for the benefit of the Holders of the Insured
Certificates. Any such payments will be applied as payments to the Holders of
the Insured Certificates in accordance with such Section 12.08 and shall not be
available for distribution to any other Class or Subclass. On each applicable
Distribution Date, subject to the provisions of Sections 12.07 and 12.08, a
payment in an amount equal to the Non-Supported Interest Shortfall allocated to
the Insured Certificates will be made from the Reserve Fund before any payment
is made therefor by the Insurer.]
[On each Distribution Date, interest on the Class L Regular Interests
shall be distributable as provided in Section 13.03.]
(c) On each Distribution Date prior to the latest Accretion Termination
Date for any of the Class A-__, Class A-__ or Class A-__ CitiCertificates, that
portion of the Class A Principal
10
Distribution Amount that represents the aggregate Accretion Distribution Amount
for the Class A-__, Class A-__ and Class A-__ CitiCertificates will be allocated
first concurrently, ____% to the Class A-__ CitiCertificates and ____%
sequentially to the Class A-__ CitiCertificates and the Class A-__
CitiCertificates, in each case until the Stated Amount thereof has been reduced
to its respective Schedule I Targeted Balance, second to the Class A-__
CitiCertificates up to the amount necessary to reduce the Stated Amount thereof
to zero, third concurrently, ____% to the Class A-__ CitiCertificates and ____%
sequentially to the Class A-__ CitiCertificates and the Class A-__
CitiCertificates, in each case until the Stated Amount thereof has been reduced
to its respective Schedule II Targeted Balance, fourth to the Class A-__
CitiCertificates up to the amount necessary to reduce the Stated Amount thereof
to zero, fifth concurrently, ____% to the Class A-__ CitiCertificates and ____%
sequentially to the Class A-__ CitiCertificates and the Class A-__
CitiCertificates, in each case up to the amount necessary to reduce the Stated
Amount thereof to zero and sixth to the Class A-__ CitiCertificates up to the
amount necessary to reduce the Stated Amount thereof to zero.
On each Distribution Date prior to the Accretion Termination Date for
the Class A-__ CitiCertificates, that portion of the Class A Principal
Distribution Amount that represents the Accretion Distribution Amount for the
Class A-__ CitiCertificates will be allocated first concurrently, until the
Stated Amount of the Class A-__ CitiCertificates has been reduced to its
Targeted Balance, ____% to the Class A-__ CitiCertificates and ____%
sequentially to the Class A-__ CitiCertificates and the Class A-__
CitiCertificates, in each case up to the amount necessary to reduce the Stated
Amount thereof to its respective Targeted Balance, second sequentially to the
Class A-__ CitiCertificates and Class A-__ CitiCertificates, in each case up to
the amount necessary to reduce the Stated Amount thereof to its respective
Targeted Balance and third to the Class A-__ CitiCertificates up to the amount
necessary to reduce the Stated Amount to zero.
(d) Except as provided below and subject to the provisions of Section
13.01, on each Distribution Date prior to the Subordination Depletion Date, the
Class A Principal Distribution Amount (other than the portion that represents
the Accretion Distribution Amounts, which will be distributed as provided in the
preceding paragraphs), will be allocated among and distributed in reduction of
the Stated Amount of the Subclasses of the Class A CitiCertificates in the
following order of priority after giving effect to any reduction of the Stated
Amount thereof pursuant to Section 13.02:
The Class A PO Principal Amount for such Distribution Date will be allocated to
the Class A-__ CitiCertificates up to the amount necessary to reduce the Stated
Amount thereof to zero;
I. The Class A Non-PO Principal Amount for such Distribution Date
will be allocated sequentially as follows:
A. to the Class A-__ and Class A-__ CitiCertificates,
pro rata the lesser of (i) the Class A-__ and Class
A-__ Priority Amount for such Distribution Date and
(ii) ____% of the Class A Non-PO Principal Amount for
such Distribution Date;
B. ____% of the Class A Non-PO Principal Amount
remaining after the Class
11
A Non-PO Principal ▇▇▇▇▇▇ has been reduced according
to clause A above, sequentially as follows:
1. sequentially as follows:
first, concurrently, until the Stated Amount of the
Class A-__ CitiCertificates has been reduced
to its Planned Balance, (i) ____% to the
Class A-__ CitiCertificates up to the amount
necessary to reduce the Stated Amount
thereof to its Planned Balance and (ii)
____% to the Class A-__ CitiCertificates up
to the amount necessary to reduce the Stated
Amount thereof to its Planned Balance;
second, to the Class A-__ CitiCertificates up to the
amount necessary to reduce the Stated Amount
thereof to its Planned Balance; and
third, to the Class A-__ CitiCertificates up to the
amount necessary to reduce the Stated Amount
thereof to its Planned Balance;
2. the remaining Class A Non-PO Principal Amount
available under clause B, after the Class A Non-PO
Principal ▇▇▇▇▇▇ has been reduced according to clause
B.1 above, concurrently as follows:
a. ____% as follows:
sequentially, (i) concurrently, ____% to the Class
A-__ CitiCertificates and ____% sequentially to the
Class A-__ CitiCertificates and the Class A-__
CitiCertificates, in each case up to the amount
necessary to reduce the Stated Amount thereof to its
Schedule I Targeted Balance, (ii) to the Class A-__
CitiCertificates up to the amount necessary to reduce
the Stated Amount thereof to zero, (iii)
concurrently, ____% to the Class A-__
CitiCertificates and ____% sequentially to the Class
A-__ CitiCertificates and the Class A-__
CitiCertificates, in each case up to the amount
necessary to reduce the Stated Amount thereof to its
Schedule II Targeted Balance, (iv) to the Class A-__
CitiCertificates up to the amount necessary to reduce
the Stated Amount thereof to zero, (v) concurrently,
____% to the Class A-__ CitiCertificates and ____%
sequentially to the Class A-__ CitiCertificates and
the Class A-__ CitiCertificates, in each case up to
the amount necessary to reduce the Stated Amount
thereof to zero and (vi) to the Class A-__
CitiCertificates up to the amount necessary to reduce
the Stated Amount thereof to zero; and
b. ____% to the Class A-__ CitiCertificates up to
the amount necessary to reduce the Stated Amount
thereof to zero;
3. the remaining Class A Non-PO Principal Amount
available under
12
clause B, after the Class A Non-PO Principal
▇▇▇▇▇▇ has been reduced according to clauses B.1
and B.2 above, sequentially as follows:
first, concurrently until the Stated Amount of the
Class A-__ CitiCertificates is reduced to
zero (i) ____% to the Class A-__
CitiCertificates up to the amount necessary
to reduce the Stated Amount thereof to zero
and (ii) ____% to the Class A-__
CitiCertificates up to the amount necessary
to reduce the Stated Amount thereof to zero;
second, to the Class A-__ CitiCertificates up to the
amount necessary to reduce the Stated Amount
thereof to zero; and
third, to the Class A-__ CitiCertificates up to the
amount necessary to reduce the Stated Amount
thereof to zero;
C. the remaining Class A Non-PO Principal Amount, after
the Class A Non-PO Principal ▇▇▇▇▇▇ has been reduced
according to clause B above, as follows:
1. ____% sequentially as follows:
first, concurrently, until the Stated Amount of the
Class A-__ CitiCertificates is reduced to
its Targeted Balance, (i) ____% sequentially
to the Class A-__ CitiCertificates and the
Class A-__ CitiCertificates, in each case up
to the amount necessary to reduce the Stated
Amount thereof to its Targeted Balance and
(ii) ____% to the Class A-__
CitiCertificates up to the amount necessary
to reduce the Stated Amount thereof to its
Targeted Balance;
second, sequentially to the Class A-__
CitiCertificates and the Class A-__
CitiCertificates in each case up to the
amount necessary to reduce the Stated Amount
thereof to its Targeted Balance;
third, to the Class A-__ CitiCertificates up to the
amount necessary to reduce the Stated Amount
thereof to zero;
fourth, concurrently, until the Stated Amount of the
Class A-__ CitiCertificates is reduced to
zero, (i) ____% sequentially to the Class
A-__ CitiCertificates and the Class A-__
CitiCertificates, in each case up to the
amount necessary to reduce the Stated Amount
thereof to zero and (ii) ____% to the Class
A-__ CitiCertificates up to the amount
necessary to reduce the Stated Amount
thereof to zero; and
13
fifth, sequentially to the Class A-__
CitiCertificates and the Class A-__
CitiCertificates up to the amount necessary
to reduce the Stated Amounts thereof to
zero;
2. the remaining Class A Non-PO Principal
Amount, after the Class A Non-PO Principal
Amount has been reduced according to clause
C.1 above, sequentially as follows:
first, beginning in _________ 2001, $25,000 to the
Insured Certificates up to the amount
necessary to reduce the Stated Amount
thereof to zero;
second, to the Class A-__ CitiCertificates up to the
amount necessary to reduce the Stated Amount
thereof to zero;
third, to the Class A-__ CitiCertificates up to the
amount necessary to reduce the Stated Amount
thereof by $__________;
fourth, concurrently, 40% to the Class A-17
CitiCertificates and 60% to the Class A-__
CitiCertificates until the Stated Amount of
the Class A-__ CitiCertificates is reduced
to zero;
fifth, to the Insured Certificates up to the amount
necessary to reduce the Stated Amount
thereof to zero; and
sixth, to the Class A-__ and the Class A-__
CitiCertificates pro rata, in each case up
to the amount necessary to reduce the Stated
Amount thereof to zero.
[On each applicable Distribution Date, subject to the provisions of
Section 12.08, a payment in an amount equal to the portion of the Insured
Payment on such Distribution Date, if any, attributable to a payment with
respect to principal losses will be made by the Insurer as provided in Section
12.08 to the Trustee for the benefit of the holders of the Insured Certificates.
Any such payments will be applied as payments to the Holders of the Insured
Certificates together with the other payments under Section 13.01(b) and shall
not be available for distribution to any other Class or Subclass.]
(e) On each Distribution Date, Available PO Loss Funds will be
allocated to the Class A-__ CitiCertificates in respect of any Unpaid PO Loss
Amounts.
(f) On any Distribution Date on or after the Subordination Depletion
Date, notwithstanding the priorities set forth in Section 12.01(d), funds
available for distribution in reduction of Stated Amount of the Class A
CitiCertificates will be distributed to the Class A CitiCertificates (other than
the Class A-__ CitiCertificates), on the one hand, and the Class A-__
CitiCertificates, on the other, pro rata on the basis of (i) the Class A Non-PO
Principal Amount and (ii) the Class A PO Principal ▇▇▇▇▇▇, respectively. On each
Distribution Date on and after the
14
Subordination Depletion Date, the amount allocated to the Class A
CitiCertificates (other than the Class A-__ CitiCertificates) will be allocated
pro rata, based on outstanding Stated Amounts, among the Class A
CitiCertificates (other than the Class A-__CitiCertificates) notwithstanding the
priorities set forth in Section 12.01(d)(II). On any Distribution Date prior to
the Subordination Depletion Date, distributions in reduction of the Stated
Amount (i) of each Class A Subclass (other than the Insured Certificates) will
be made pro rata among the holders of CitiCertificates of such Class A Subclass
and (ii) of the Insured Certificates will be made as provided in Section 12.07.
On each Distribution Date on and after the Subordination Depletion Date,
distributions in reduction of the Stated Amount made to each Class A Subclass
will be distributed pro rata among the holders of CitiCertificates of such Class
A Subclass.
[On each Distribution Date, subject to the provisions of Sections 13.01
and 13.03, a distribution in reduction of the Stated Amount of the Class L-1
Regular Interest will be made in an amount equal to the distribution in
reduction of the Stated Amounts of the Class A-__, Class A-__ and Class A-__
CitiCertificates and a distribution in reduction of the Stated Amount of the
Class L-2 Regular Interest will be made in an amount equal to the distribution
in reduction of Stated Amount of the Class A-__ CitiCertificates.]
On each Distribution Date, subject to the provisions of Section 13.01,
distributions in reduction of Stated Amount of the Class M CitiCertificates and
the Subclasses of Class B CitiCertificates will be made in an aggregate amount
equal to the Class M Principal Distribution Amount and the Class B Principal
Distribution Amount, respectively, in accordance with the priorities set forth
in Section 13.01(b).
On each Distribution Date, the Distributable Class A-IO Interest Amount
will be distributed to the Class A-IO CitiCertificates based on Percentage
Interests.
Any funds remaining in the Certificate Account on a Distribution Date
after distribution of funds pursuant to Section 3.03(b) shall be distributed on
such Distribution Date in accordance with Section 3.03(c).
Other distributions shall be made in respect of the CitiCertificates
[and in respect of the Class L Regular Interests] as provided in Sections 13.01
and 13.03.
Section 12.02. Additional Terms and Definitions. The CitiCertificates,
[the Class L Regular Interests] and the Residual Certificates shall have and be
subject to the following additional specific terms:
Accretion Directed CitiCertificates. The Class A-__, Class A-__, Class
A-__, Class A-__, Class A-__ and Class A-__ CitiCertificates.
Accretion Distribution Amount. With respect to any Distribution Date
and any Subclass of Accrual CitiCertificate prior to the applicable Accretion
Termination Date, an amount equal to the sum of (i) the amount allocated to such
Subclass of Accrual CitiCertificates pursuant to clause second of Section
13.01(b) and (ii) the amount allocated to such Subclass of Accrual
CitiCertificates
15
pursuant to clause third of Section 13.01(b). As to any Distribution Date on and
after the Accretion Termination Date, zero.
Accretion Termination Date. For the Class A-__ CitiCertificates, the
earlier to occur of (a) the Distribution Date following the Distribution Date on
which the Stated Amounts of the Class A-__, Class A-__ and Class A-__
CitiCertificates have been reduced to zero and (b) the Subordination Depletion
Date. For the Class A-__ CitiCertificates, the earlier to occur of (a) the
Distribution Date following the Distribution Date on which the Stated Amounts of
the Class A-__, Class A-__, Class A-__ and Class A-__ CitiCertificates have been
reduced to zero and (b) the Subordination Depletion Date. For the Class A-__
CitiCertificates, the earlier to occur of (a) the Distribution Date following
the Distribution Date on which the Stated Amounts of the Class A-__, Class A-__,
Class A-__, Class A-__ and Class A-__CitiCertificates have been reduced to zero
and (b) the Subordination Depletion Date. For the Class A-__ CitiCertificates,
the earlier to occur of (a) the Distribution Date following the Distribution
Date on which the Stated Amounts of the Class A-__, Class A-__ and Class A-__
CitiCertificates have been reduced to zero and (b) the Subordination Depletion
Date.
Accrual CitiCertificates. The Class A-__, Class A-__, Class A-__ and
Class A-__ CitiCertificates.
Accrual Date. For each Class or Subclass of interest-bearing
CitiCertificates, the Cut-Off Date.
Advance Account Trigger Applicability. There is no Advance Account
Trigger Applicability for the CitiCertificates.
Assumed Reinvestment Rate. There is no Assumed Reinvestment Rate for
the Certificates.
Authenticating Agent. As of the date hereof, the Trustee has not
appointed an Authenticating Agent. However, the Trustee may at any time appoint
an Authenticating Agent for all of the Certificates pursuant to Section 8.12.
Any such Authenticating Agent may be removed, and any other Authenticating Agent
appointed, as permitted by Section 8.12.
Available PO Loss Funds. For any Distribution Date, Available PO Loss
Funds shall equal the Pool Distribution Amount for such Distribution Date minus
the sum of (a) [the Insurance Premium,] (b) the Class A Interest Amount and
Distributable Class A-IO Interest Amount, (c) any amounts in respect of Class A
Unpaid Interest Shortfalls and Class A-IO Unpaid Interest Shortfalls distributed
on such Distribution Date, (d) the Class A Principal Distribution Amount, (e)
the Class M Interest Amount, and (f) the sum of the Class B-1 Subclass Interest
Amount, the Class B-2 Subclass Interest Amount, the Class B-3 Subclass Interest
Amount, the Class B-4 Subclass Interest Amount and the Class B-5 Subclass
Interest Amount. For purposes of this Agreement, any Available PO Loss Funds
needed on a Distribution Date to pay any Unpaid PO Loss Amounts will reduce the
amounts otherwise distributable on the Class B Subclasses and the Class M
CitiCertificates in the following order:
First, amounts distributable to the Class B-5, Class B-4,
Class B-3, Class B-2 and Class B-1 CitiCertificates, in that order, in
reduction of Stated Amount; and
16
Second, amounts distributable to the Class M CitiCertificates
in reduction of Stated Amount.
Book-Entry Certificates. All Subclasses of Class A CitiCertificates
(other than the Class A-__ and Class A-__ CitiCertificates) are Book-Entry
Certificates.
Cash Deposited into Certificate Account. No cash will be deposited into
the Certificate Account on the Issue Date.
Certificate Registrar. [TRUSTEE], having its principal offices located
at ___________, Attention: Corporate Trust Department, is hereby appointed as
the Certificate Registrar for all of the Certificates, pursuant to Section 6.05.
[TRUSTEE] hereby accepts its appointment as Certificate Registrar. The
Certificate Registrar may be removed and any other Certificate Registrar
appointed as permitted by Section 6.05.
Class A Non-PO Principal Amount. With respect to any Distribution
Date, an amount equal to the sum of
(a) the Class A Percentage of the applicable Non-PO Percentage of (A)
the principal portion of all Monthly Payments due on the Due Date occurring in
the month of such Distribution Date on each Outstanding Mortgage Loan, less (B)
if the Bankruptcy Coverage Termination Date has occurred, the principal portion
of Debt Service Reductions;
(b) the Class A Prepayment Percentage of the applicable Non-PO
Percentage of (a) all partial Principal Prepayments received by the Servicer
during the month preceding the month in which such Distribution Date occurs and
(b) the Adjusted Balance of each Mortgage Loan which was the subject of a
Principal Prepayment in full during the month preceding the month in which such
Distribution Date occurs;
(c) the Class A Prepayment Percentage of the applicable Non-PO
Percentage of the difference between (1) the aggregate Net Liquidation Proceeds
from each Mortgage Loan which becomes a Liquidated Loan during the month
preceding the month of such Distribution Date minus any unreimbursed Voluntary
Advances in respect of principal previously made by the Servicer or the Trustee
and (2) the portion of such aggregate Net Liquidation Proceeds allocable to
interest;
(d) the Class A Prepayment Percentage of the applicable Non-PO
Percentage of the Adjusted Balance of each Mortgage Loan which was repurchased
by CMSI during such preceding month pursuant to Section 2.03; and
(e) the amount of any Reimbursable Class A Non-PO Losses.
Class A Optimal Principal Amount. For any Distribution Date, the sum of
the Class A Non-PO Principal Amount and the Class A PO Principal Amount, each as
of such Distribution Date.
17
Class A Percentage. As to any Distribution Date, the percentage
calculated by dividing the aggregate Class A Subclass Stated Amounts (other than
the Class A-__ CitiCertificates) by the Non-PO Pool Adjusted Balance, both as of
the immediately preceding Distribution Date (after taking into account
distributions in reduction of Stated Amount and allocation of any losses on such
date).
Class A PO Principal Amount. With respect to any Distribution Date, an
amount equal to the sum of
(a) the applicable PO Percentage of (A) the principal portion of all
Monthly Payments due on the Due Date occurring in the month of such Distribution
Date on each Outstanding Mortgage Loan, less (B) if the Bankruptcy Coverage
Termination Date has occurred, the principal portion of Debt Service Reductions;
(b) the applicable PO Percentage of (a) all partial Principal
Prepayments received by the Servicer during the month preceding the month in
which such Distribution Date occurs and (b) the Adjusted Balance of each
Mortgage Loan which was the subject of a Principal Prepayment in full during the
month preceding the month in which such Distribution Date occurs;
(c) the applicable PO Percentage of the difference between (1) the
aggregate Net Liquidation Proceeds from each Mortgage Loan which becomes a
Liquidated Loan during the month preceding the month of such Distribution Date
minus any unreimbursed Voluntary Advances in respect of principal previously
made by the Servicer or the Trustee and (2) the portion of such aggregate Net
Liquidation Proceeds allocable to interest;
(d) the applicable PO Percentage of the Adjusted Balance of each
Mortgage Loan which was repurchased by CMSI during such preceding month pursuant
to Section 2.03; and
(e) the amount of Reimbursable Class A PO Losses.
Class A PO Subclass. The Class A-__ CitiCertificates.
Class A Prepayment Percentage. The Class A Prepayment Percentage shall
be determined as follows: As to any Distribution Date to and including the
Distribution Date in the month in which the fifth anniversary of the Issue Date
occurs, 100%. As to any Distribution Date subsequent to such fifth anniversary
to and including the Distribution Date in the month in which the sixth
anniversary of the Issue Date occurs, the Class A Percentage as of such
Distribution Date plus 70% of the Subordinated CitiCertificate Percentage as of
such Distribution Date. As to any Distribution Date subsequent to such sixth
anniversary to and including the Distribution Date in the month in which the
seventh anniversary of the Issue Date occurs, the Class A Percentage as of such
Distribution Date plus 60% of the Subordinated CitiCertificate Percentage as of
such Distribution Date. As to any Distribution Date subsequent to such seventh
anniversary to and including the Distribution Date in the month in which the
eighth anniversary of the Issue Date occurs, the Class A Percentage as of such
Distribution Date plus 40% of the Subordinated CitiCertificate Percentage as of
such Distribution Date. As to any Distribution Date subsequent to such eighth
anniversary to and including the Distribution Date in the month in which the
ninth anniversary of the Issue Date occurs, the Class A Percentage as of such
Distribution Date plus 20% of the Subordinated CitiCertificate
18
Percentage as of such Distribution Date. As to any Distribution Date subsequent
to such ninth anniversary, the Class A Percentage as of such Distribution Date.
Notwithstanding the foregoing, if the Class A Percentage on any Distribution
Date exceeds the initial Class A Percentage, the Class A Prepayment Percentage
for such Distribution Date will once again equal 100%.
No reduction to the Class A Prepayment Percentage described in the
first paragraph of this definition of Class A Prepayment Percentage shall occur
unless (a) the Servicer certifies to the Trustee, as of the first Distribution
Date as to which any such reduction applies, that (1) the Adjusted Balance of
the 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) averaged over the last six months, as a percentage of the sum
of the Class M Stated Amount and the Class B Stated Amount averaged over the
last six months, is less than 50% or (y) the Adjusted Balance of such delinquent
Mortgage Loans averaged over such period, as a percentage of the Adjusted
Balance of all of the Mortgage Loans averaged over such period, is less than 2%
and (b) cumulative Realized Losses do not exceed (1) with respect to each
Distribution Date from _________ 2004 through ______ 2005, inclusive, 30% of the
Original Subordinated Stated Amount, (2) with respect to each Distribution Date
from _________ 2005 through ______ 2006, inclusive, 35% of the Original
Subordinated Stated Amount, (3) with respect to each Distribution Date from
_________ 2006 through ______ 2007, inclusive, 40% of the Original Subordinated
Stated Amount, (4) with respect to each Distribution Date from _________ 2007
through ______ 2008, inclusive, 45% of the Original Subordinated Stated Amount,
and (5) with respect to the Distribution Date in _________ 2008 and thereafter,
50% of the Original Subordinated Stated Amount.
Class A Principal Amount. For any Distribution Date, the lesser of (a)
the Class A Optimal Principal Amount and (b) the Pool Distribution Amount minus
the sum of [the Insurance Premium,] the Class A Interest Amount and any Class A
Unpaid Interest Shortfalls.
Class A Principal Distribution Amount. For any Distribution Date, the
sum of (a) the Class A Principal Amount, but in no event more than the Class A
Optimal Principal Amount, and (b) the Accretion Distribution Amount, if any.
Class A Principal-Only Subclass: Each of the Class A PO Subclass and
the Class A-__ and Class A-__ CitiCertificates.
Class A Subclass Stated Amount: As of the first Distribution Date and
as to any Class A Subclass, the Initial Stated Amount of such Class A Subclass
as set forth in Section 12.01(a). As of any subsequent Distribution Date prior
to the Subordination Depletion Date and as to any Class A Subclass (other than
the Class A PO Subclass), the Initial Stated Amount of such Class A Subclass
plus, in the case of any Class A Subclass of Accrual CitiCertificates, the
Accretion Distribution Amount previously added to the Stated Amount thereof,
less the sum of (a) all amounts previously distributed in respect of such Class
A Subclass on prior Distribution Dates (A) pursuant to Paragraph fourth of
Section 13.01(b) and (B) as a result of clause (a) of the definition of Class A
Principal Distribution Amount and (b) the Class A Subclass Loss Percentage of
such Class A Subclass of the principal portion of Excess Special Hazard Losses,
Excess Fraud Losses and Excess Bankruptcy Losses previously allocated to the
Class A CitiCertificates (other than the Class A PO Subclass) pursuant to
Section 13.02 [(except, in each case, for purposes of effecting the Insurer's
subrogation
19
rights, the principal portion of Insured Payments)]. On each Distribution Date
on or after the Subordination Depletion Date, each Class A Subclass Stated
Amount (other than with respect to the Class A PO Subclass) will also be reduced
on each Distribution Date by an amount equal to the product of the Class A
Subclass Loss Percentage of such Class A Subclass and the difference if any
between (1) the Class A Stated Amount (after subtracting the Stated Amount of
the Class A PO Subclass) for such Distribution Date without regard to this
sentence and (2) the Non-PO Pool Adjusted Balance for the preceding Distribution
Date. In addition, on each Distribution Date on or after the Subordination
Depletion Date, the Class A Subclass Stated Amount of the Class A-__
CitiCertificates will be increased by the Class A-__ Loss Allocation Amount for
such Distribution Date and the Class A Subclass Stated Amount of the Class A-__
CitiCertificates will be decreased by the Class A-__ Loss Allocation Amount for
such Distribution Date. As of any Distribution Date the Class A Subclass Stated
Amount of the Class A PO Subclass will equal the difference between the Pool
Adjusted Balance and the Non-PO Pool Adjusted Balance as of such date.
Class A-IO Interest Amount. On each Distribution Date, an amount equal
to the excess of (a) interest accrued on the Premium Mortgage Loans over (b) the
sum of (x) the product of the Servicing Fee and the aggregate Adjusted Balance
of the Premium Mortgage Loans and (y) the product of one-twelfth of the
aggregate Adjusted Balance of the Premium Mortgage Loans and ____%.
Class A-IO Notional Amount. The Class A-IO Notional Amount for any date
shall be equal to the Adjusted Balance of the Premium Mortgage Loans on such
date. Such notional amount does not entitle the Class A-IO CitiCertificates to
any distributions of principal.
Class A-__ Notional Amount. The Class A-__ Notional Amount on any
Distribution Date will be equal to the sum of (i) ____% of the Stated Amount of
the Class A-__ CitiCertificates, (ii) ____% of the Stated Amount of the Class
A-__ CitiCertificates and (iii) ____% of the Stated Amount of the Class A-__
CitiCertificates as of such date. The Class A-__ Notional Amount will initially
be $______.
Class A-__ Loss Amount. With respect to any Distribution Date on or
after the Subordination Depletion Date, the amount, if any, by which the Class A
Subclass Stated Amount of the Class A-__ CitiCertificates is reduced on such
Distribution Date pursuant to the third sentence in the definition of "Class A
Subclass Stated Amount."
Class A-__ and Class A-__ Percentage. The lesser of (A) 100% and (B)
the sum of (a) the Stated Amount of the Class A-__ CitiCertificates, (b) the
Stated Amount of the A-__ CitiCertificates and (c) $______, divided by the
Non-PO Pool Adjusted Balance.
Class A-__ and Class A-__ Priority Amount. For any Distribution Date
means the lesser of (A) the sum of (1) the Stated Amount of the Class A-__
CitiCertificates and (2) the Stated Amount of the Class A-__ CitiCertificates or
(B) the sum of (1) the product of (a) the Class A-__ and Class A-__ Percentage,
(b) the Class A-__ and Class A-__ Shift Percentage and (c) the Scheduled
Principal Amount and (2) the product of (a) the Class A-__ and Class A-__
Percentage, (b) the Class A-__ and Class A-__ Prepayment Shift Percentage and
(c) the Unscheduled Principal Amount.
20
Class A-__ and Class A-__ Shift Percentage. For any Distribution Date
will be the percentage indicated below:
Class A-__ and Class A-__
Distribution Date Occurring In Shift Percentage
------------------------------ -----------------
_________ 1999 through ______ 2004......... 0%
_________ 2004 and thereafter.............. 100%
Class A-__ and Class A-__ Prepayment Shift Percentage. For any
Distribution Date will be the percentage indicated below:
Class A-__ and Class A-__
Distribution Date Occurring In Prepayment Shift Percentage
------------------------------ ---------------------------
_________ 1999 through ______ 2004......... 0%
_________ 2004 through ______ 2005......... 30%
_________ 2005 through ______ 2006......... 40%
_________ 2006 through ______ 2007......... 60%
_________ 2007 through ______ 2008......... 80%
_________ 2008 and thereafter.............. 100%
Class A-__ Loss Allocation Amount. With respect to any Distribution
Date on or after the Subordination Depletion Date, the lesser of (a) the Stated
Amount of the Class A-__ CitiCertificates with respect to such Distribution Date
prior to any reduction for the Class A-__ Loss Allocation Amount and (b) the
Class A-__ Loss Amount.
Class A-__ Notional Amount. The Class A-__ Notional Amount for any date
shall be equal to the Stated Amount of the Class A-__ CitiCertificates as of
such date.
Class B Percentage. The Class B Percentage for any Distribution Date
shall be equal to (a) the Subordinated CitiCertificate Percentage minus (b) the
Class M Percentage.
Class B Prepayment Percentage. The Class B Prepayment Percentage for
any Distribution Date will be equal to (a) the Subordinated Prepayment
Percentage minus (b) the Class M Prepayment Percentage.
[Class L Regular Interests. The Class L-1 Regular Interest and Class
L-2 Regular Interest, as defined in the preliminary statement to this Article
XII.] [None]
Clearing Agency. The initial Clearing Agency will be The Depository
Trust Company.
Constituent REMICs. The Trust Fund will contain [one] [two] segregated
asset pool[s] [designated as the Lower-Tier REMIC and the Upper-Tier REMIC].
[The Lower-Tier REMIC shall be the "applicable Constituent REMIC" for purposes
of Section 3.21.]
21
Corporate Trust Office. The Corporate Trust Office is located at
[Trustee, having its principal offices located at _________________________,
Attention: Corporate Trust Department,] or such other address as shall be
identified to CMSI and all Certificateholders by or on behalf of the Trustee in
writing.
Current Class B-1 Subordination Level. As of any Distribution Date, the
Current Class B-1 Subordination Level is the percentage obtained by dividing (a)
the sum of the Class B-2, Class B-3, Class B-4 and Class B-5 Subclass Stated
Amounts by (b) the Pool Adjusted Balance, each as of the immediately preceding
Distribution Date (after giving effect to any distributions in reduction of
Stated Amount and the allocation of any losses on such date).
Current Class B-2 Subordination Level. As of any Distribution Date, the
Current Class B-2 Subordination Level is the percentage obtained by dividing (a)
the sum of the Class B-3, Class B-4 and Class B-5 Subclass Stated Amounts by (b)
the Pool Adjusted Balance, each as of the immediately preceding Distribution
Date (after giving effect to any distributions in reduction of Stated Amount and
the allocation of any losses on such date).
Current Class B-3 Subordination Level. As of any Distribution Date, the
Current Class B-3 Subordination Level is the percentage obtained by dividing (a)
the sum of the Class B-4 and Class B-5 Subclass Stated Amounts by (b) the Pool
Adjusted Balance, each as of the immediately preceding Distribution Date (after
giving effect to any distributions in reduction of Stated Amount and the
allocation of any losses on such date).
Current Class B-4 Subordination Level. As of any Distribution Date, the
Current Class B-4 Subordination Level is the percentage obtained by dividing (a)
the Class B-5 Subclass Stated Amount by (b) the Pool Adjusted Balance, each as
of the immediately preceding Distribution Date (after giving effect to any
distributions in reduction of Stated Amount and the allocation of any losses on
such date).
Current Class M Subordination Level. As of any Distribution Date, the
Current Class M Subordination Level is the percentage obtained by dividing (a)
the Class B Stated Amount by (b) the Pool Adjusted Balance, each as of the
immediately preceding Distribution Date (after giving effect to any
distributions in reduction of Stated Amount and the allocation of any losses on
such date).
Cut-Off Date. The Cut-Off Date is ________ 1, 1999.
[Deceased Holder. A Deceased Holder is a Beneficial Owner of a Retail
CitiCertificate who was living at the time such interest was acquired and whose
authorized personal representative, surviving tenant by the entirety, surviving
joint tenant or surviving tenant in common or other person empowered to act on
behalf of a deceased Beneficial Owner causes to be furnished to the Clearing
Agency evidence of death satisfactory to the Trustee and any tax waivers
requested by the Trustee.]
[Deficiency Amount. For any Distribution Date, without duplication, (A)
the sum of (i) the Class A Subclass Interest Shortfall Amount for such
Distribution Date for the Insured Certificates, (ii) any Non-Supported Interest
Shortfall for such Distribution Date allocated to the Insured
22
Certificates and not covered by the Reserve Fund and (iii) the amount of the
principal or interest portion of any Realized Losses for such Distribution Date
allocated to the Insured Certificates, including any Excess Special Hazard
Losses, Excess Fraud Losses and Excess Bankruptcy Losses (and excluding any
Extraordinary Losses) and (B) for the Last Scheduled Distribution Date, the
Stated Amount of the Insured Certificates to the extent unpaid on the Last
Scheduled Distribution Date.]
Definitive Certificates. The Class A-__, Class A-__, Class A-IO, Class
M and Class B CitiCertificates and the Residual Certificates will be issued in
fully registered certificated form.
Denominations. The denominations of each Subclass of the Class A
CitiCertificates (other than the Class A-__ and Class A-__ CitiCertificates),
Class M, Class B-1 and Class B-2 CitiCertificates are $1,000 Initial Stated
Amount and integral multiples of $1 in excess thereof and the Class B-3, Class
B-4 and Class B-5 CitiCertificates are $100,000 Initial Stated Amount and
integral multiples of $1,000 in excess thereof (except that one CitiCertificate
of each Class or Subclass may be issued in a different denomination). The
denominations of the Class A-__, Class A-__ and Class A-IO CitiCertificates will
be initial notional amounts of $1,000 and any whole dollar amount in excess
thereof. The denominations of the [Class R and Class LR] [Residual] Certificates
are 100% Percentage Interest.
Deposit Date. The Deposit Date with respect to the Certificates is
the Business Day prior to each Distribution Date.
Depository. The initial Depository is Citibank (New York State).
Designated Interest Accrual Date. The last day of the calendar month
preceding each Distribution Date.
Determination Date. The Determination Date with respect to each
Distribution Date is the close of business on the 18th day (or, if such day is
not a Business Day, the preceding Business Day) of the month in which the
related Distribution Date occurs.
Discount Mortgage Loan. Each Mortgage Loan having a Net Note Rate of
less than ____% per annum.
Distribution Date. Each Distribution Date shall be the 25th day of each
month (or if such day is not a Business Day, the next succeeding Business Day),
commencing in _________ 1999.
ERISA Restricted CitiCertificates. The Class A-__, Class A-IO, Class M
and Class B CitiCertificates.
Extraordinary Losses. Realized Losses resulting from Extraordinary
Events.
[Individual Retail CitiCertificate. A Class A-__ CitiCertificate which
evidences $1,000 original Stated Amount.]
23
Initial Bankruptcy Loss Amount. The Initial Bankruptcy Loss Amount
is $______.
Initial Fraud Loss Amount. The Initial Fraud Loss Amount is $______.
Initial Special Hazard Loss Amount. The Initial Special Hazard Loss
Amount is $______.
Initial Special Hazard Percentage. The Initial Special Hazard
Percentage is ____%.
Initial Stated Amount. The Initial Stated Amount for each Subclass of
the Class A CitiCertificates (or, in the case of the Class A-__, Class A-__ and
Class A-IO CitiCertificates, their respective initial notional amounts), for the
Class M CitiCertificates, for each Subclass of the Class B CitiCertificates [and
for the Class L Regular Interests] are as set forth in Section 12.01(a).
[Insurance Agreement. The Insurance Agreement dated as of
________ 1, 1999 among the Insurer, CMSI and the Trustee, as amended from time
to time.]
[Insurance Policy. The certificate guaranty insurance policy issued
by the Insurer on the Issue Date for the benefit of the Holders of the Insured
Certificates, substantially in the form of Exhibit I.]
[Insurance Premium. The Insurance Premium is a monthly fee equal to
0.05% per annum of the Stated Amount of the Insured Certificates as of the close
of business on the first day of the month next preceding the month in which the
related Distribution Date occurs or, in the case of the first Distribution Date,
as of the close of business on the Startup Day, payable to the Insurer as
provided in this Agreement.]
[Insured Certificates. The Class A-__ CitiCertificates.]
[Insured Payment. An Insured Payment is (i) as of any Distribution
Date, any Deficiency Amount and (ii) any Preference Amount.]
[Insurer. The Insurer is ______ Insurance Corporation, a ______ stock
insurance company.]
[Insurer Deliverables. Each notice, report, opinion or other written
item delivered pursuant to the following provisions shall also be delivered to
each Insurer, if any, at the times and in the manner set forth therein:
(a) the penultimate paragraph of Section 2.03 and
(b) Section 3.05.]
Interest Accrual Period. The Interest Accrual Period in respect of any
Distribution Date is the first day of the month preceding the month of such
Distribution Date (or, in the case of the first Distribution Date, the Cut-Off
Date) through the last day of the month preceding the month of such Distribution
Date.
Investment Account. The Certificate Account will be an Investment
Account.
24
Investor Rate. For the purposes of Section 9.01, the Investor Rate
for each Mortgage Loan will be applicable Net Note Rate therefor.
Issue Date. The Issue Date is _______, 1999.
Last Scheduled Distribution Date. The Last Scheduled Distribution Dates
for the CitiCertificates [and the Class L-1 Regular Interest] are as set forth
in Section 12.01(a).
[Lower-Tier Certificates. The Lower-Tier Certificates shall consist of
the Class A-__, Class A-__, Class A-__, Class A-__, Class A-__, Class A-__,
Class A-__, Class A-__, Class A-__, Class A-__, Class A-__, Class A-__, Class
A-__, Class A-__, Class A-__, Class A-__, Class M, Class B-1, Class B-2, Class
B-3, Class B-4 and Class B-5 CitiCertificates, the Class L-1 Regular Interest,
the Class L-2 Regular Interest and the Class LR Certificate.]
[Lower-Tier REMIC. The Lower-Tier REMIC is one of the two separate
REMICs comprising the Trust Fund, the assets of which consist of the Mortgage
Loans, such amounts as shall from time to time be held in the Retail Reserve
Fund, the Certificate Account, the insurance policies, if any, relating to a
Mortgage Loan, and property which secured a Mortgage Loan and which has been
acquired by foreclosure or deed in lieu of foreclosure and all proceeds thereof
and the rights of the Trustee under the Reserve Fund and the Insurance Policy.
Neither the Reserve Fund nor the Class A-__ Policy Payments Account shall be
assets of the Lower-Tier REMIC.]
Mortgage Document Custodian. The initial Mortgage Document Custodian
is Bank One Trust Company, N.A.
Mortgage Loans. The Mortgage Loans will consist primarily of 20- to
30-year fixed-rate conventional one- to four-family mortgage loans.
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 Citicorp's long-term senior debt is below the
respective rating assigned by each such Rating Agency to the CitiCertificates,
the Mortgage Note Custodian may not be an Affiliate of CMSI.
Net Note Rate. For a Mortgage Loan, the related Mortgage Note Rate
less the Servicing Fee.
Non-PO Percentage. For any Mortgage Loan, the difference between (a)
100% and (b) the applicable PO Percentage.
Non-PO Pool Adjusted Balance. As of any Distribution Date, the sum of
the products of the applicable Non-PO Percentage of each Mortgage Loan and the
Adjusted Balance of each Mortgage Loan for the preceding Distribution Date.
Notices. The address of the Trustee to which notices should be sent is
[Trustee, having its principal offices located at __________________, Attention:
Corporate Trust Department, CMSI 1999-____,] at or such other address of which
the Trustee shall notify CMSI in writing. The address of CMSI to which notices
should be sent is Citicorp Mortgage Securities, Inc., ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇,
25
30th Floor, New York, NY 10043, Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, or such other
address of which CMSI shall notify the Trustee in writing. [The address of S&P
to which notices should be sent is ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇. The address
of Fitch to which notices should be sent is Residential Mortgage Pass-Through
Monitoring, Fitch Investors Service, L.P., ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇,
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇.]
Original Class A Percentage. The Original Class A Percentage
is ______%.
Original Class A Stated Amount. The Original Class A Stated Amount
is $______.
Original Class B-1 Percentage. The Original Class B-1 Percentage
is ______%.
Original Class B-1 Stated Amount. The Original Class B-1 Stated Amount
is $______.
Original Class B-1 Subordination Level. The Original Class B-1
Subordination Level is equal to ______%.
Original Class B-2 Percentage. The Original Class B-2 Percentage
is ______%.
Original Class B-2 Stated Amount. The Original Class B-2 Stated Amount
is $______.
Original Class B-2 Subordination Level. The Original Class B-2
Subordination Level is equal to ______%.
Original Class B-3 Percentage. The Original Class B-3 Percentage
is ______%.
Original Class B-3 Stated Amount. The Original Class B-3 Stated Amount
is $______.
Original Class B-3 Subordination Level. The Original Class B-3
Subordination Level is equal to ______%.
Original Class B-4 Percentage. The Original Class B-4 Percentage
is ______%.
Original Class B-4 Stated Amount. The Original Class B-4 Stated Amount
is $______.
Original Class B-4 Subordination Level. The Original Class B-4
Subordination Level is equal to ______%.
Original Class B-5 Percentage. The Original Class B-5 Percentage
is ______%.
Original Class B-5 Stated Amount. The Original Class B-5 Stated Amount
is $______.
Original Class M Percentage. The Original Class M Percentage
is ______%.
Original Class M Stated Amount. The Original Class M Stated Amount
is $______.
26
Original Class M Subordination Level. The Original Class M
Subordination Level is equal to ______%.
Original Subordinated Stated Amount. The Original Subordinated Stated
Amount is the sum of the Original Class M, Class B-1, Class B-2, Class B-3,
Class B-4 and Class B-5 Stated Amounts. The Original Subordinated Stated
Amount is equal to $______.
PAC Balance Amount. The PAC Balance Amount for either Class A Subclass
of the PAC Certificates for any Distribution Date is the amount, if any,
required to reduce the outstanding Stated Amount thereof (prior to giving effect
to distributions in reduction thereof to be made on such Distribution Date) to
their Planned Balance for such Distribution Date.
PAC Certificates. The Class A-__, Class A-__ and Class A-__
CitiCertificates are planned amortization class certificates.
Participant. A participating organization in the Clearing Agency.
Paying Agent. The Trustee shall act as the initial Paying Agent.
However, the Servicer may at any time appoint a Paying Agent reasonably
acceptable to the Trustee for all of the Certificates. Any such Paying Agent may
be removed, and any other Paying Agent reasonably acceptable to the Trustee
appointed, by the Servicer.
Planned Balance. The Planned Balance for the PAC Certificates for any
Distribution Date is set forth in the table attached hereto as Exhibit H.
PO Loss Amount. With respect to each Distribution Date, the sum of (i)
the difference, if any, between the Class A PO Principal Amount for such
Distribution Date and the amount distributed in reduction of the Stated Amount
of the Class A-__ CitiCertificates on such Distribution Date pursuant to
Paragraph fifth of Section 13.01(b) and (ii) the PO Percentage of each Realized
Loss (other than Excess Special Hazard Losses, Excess Fraud Losses and Excess
Bankruptcy Losses). On and after the Subordination Depletion Date, Available PO
Loss Funds will be zero and therefore will not be available for reimbursement of
PO Loss Amounts.
PO Percentage. A fraction, expressed as a percentage, (a) for each
Discount Mortgage Loan, the numerator of which is ____% minus the Net Note Rate
and the denominator of which is ____% and (b) for each Premium Mortgage Loan,
0.0%.
[Policy Payments Account. The account established pursuant to Section
12.08(c).]
[Preference Amount. Any amount previously distributed to an Owner on
the Insured Certificates that is recoverable and sought to be recovered as a
avoidable preference by a trustee in bankruptcy pursuant to the United States
Bankruptcy Code (11 U.S.C.), as amended from time to time in accordance with a
final nonappealable order of a court having competent jurisdiction.]
Premium Mortgage Loan. Each Mortgage Loan having a Net Note Rate of
____% per annum or greater.
27
Private Certificates. The Class A-IO, Class B-3, Class B-4 and
Class B-5 CitiCertificates and the Residual Certificates.
Rating Agencies. The Rating Agencies for the Class A CitiCertificates
are S&P and Fitch, and the Rating Agency for the Class M, Class B-1, Class B-2,
Class B-3 and Class B-4 CitiCertificates is Fitch.
Record Date. The Record Date for each Distribution Date will be the
close of business on the last day of the month preceding the month of the
applicable Distribution Date.
[Reserve Fund. The non-interest bearing account established with the
Trustee and maintained by the Trustee for the benefit of the Class A-__
CitiCertificateholders pursuant to Section 12.07(h). The Reserve Fund shall be
an Eligible Account.]
[Reserve Withdrawal. With respect to any Distribution Date, the
lesser of (a) the amount on deposit in the Reserve Fund and (b) the amount of
Non-Supported Interest Shortfalls allocated to the Insured Certificates.]
[Retail CitiCertificates. The Retail CitiCertificates are the Class
A-__ CitiCertificates.]
[Retail Reserve Fund. The special reserve fund established pursuant to
Section 12.07(e) hereof. The Retail Reserve Fund shall be a non-interest
bearing account.]
Right to Repurchase. The right of CMSI to repurchase all of the
Mortgage Loans pursuant to Section 9.01 hereof shall be conditioned upon, among
other things, the aggregate Adjusted Balance of such Mortgage Loans being less
than $______ at the time of any such repurchase, and, unless otherwise agreed by
the Insurer, the purchase price paid by CMSI in connection therewith must equal
or exceed the aggregate Stated Amount of all CitiCertificates then outstanding
plus accrued interest thereon, any unreimbursed advances and all reimbursement
amounts then owed to the Insurer.
Schedule I TAC Balance Amount . The Schedule I TAC Balance Amount for
the Class A-__, Class A-__ or Class A-__ CitiCertificates for any Distribution
Date will be equal to the amount, if any, required to reduce the outstanding
Stated Amount thereof (prior to giving effect to the distributions in reduction
of the Stated Amount on such Distribution Date) to the Schedule I Targeted
Balance.
Schedule II TAC Balance Amount. The Schedule II TAC Balance Amount for
the Class A-__, Class A-__ or Class A-__ CitiCertificates for any Distribution
Date will be equal to the amount, if any, required to reduce the outstanding
Stated Amount thereof (prior to giving effect to the distributions in reduction
of the Stated Amount on such Distribution Date) to the Schedule II Targeted
Balance.
28
Schedule I Targeted Balance. The Schedule I Targeted Balance for the
Class A-__, Class A-__ and Class A-__ CitiCertificates for any Distribution Date
is set forth in the table attached hereto as Exhibit G.
Schedule II Targeted Balance. The Schedule II Targeted Balance for the
Class A-__, Class A-__ and Class A-__ CitiCertificates for any Distribution Date
is set forth in the table attached hereto as Exhibit G.
Scheduled Principal Amount. The sum for each outstanding Mortgage Loan
(including each defaulted Mortgage Loan, other than a Liquidated Loan, with
respect to which the related Mortgaged Property has been acquired by the Trust)
of the product of (A) the Non-PO Percentage for such Mortgage Loan and (B) the
amount described in clause (a) of the definition of "Class A Non-PO Principal
Amount", but without that amount being multiplied by the Class A Percentage.
Servicing Fee. The Servicing Fee is a monthly fee equal to 0.__% per
annum of the aggregate Adjusted Balance of each Mortgage Loan as of the close of
business on the first day of the month next preceding the month in which the
related Distribution Date occurs, payable to the Servicer out of each payment
received by it on account of interest on such Mortgage Loan during the related
Due Period, to the extent that the amount of such payment of interest exceeds
the amount of interest with respect to such Mortgage Loan to be deposited in the
Certificate Account.
Single Certificate. A Single Certificate evidences, in the case of a
Class A-__, Class A-__, Class A-__, Class A-__, Class A-__, Class A-__, Class
A-__, Class A-__, Class A-__, Class A-__, Class A-__, Class A-__, Class A-__,
Class A-__, Class A-__, Class A-__, Class A-__, Class A-__, Class A-__, Class
A-__, Class M, Class B-1 or Class B-2 CitiCertificate, $1.00 Initial Stated
Amount, in the case of a Class A-__, Class A-__ and Class A-IO CitiCertificate,
$1.00 initial notional amount, in the case of a Class B-3, Class B-4 or Class
B-5 CitiCertificate, $1,000 Initial Stated Amount and, in the case of a Residual
Certificate, 1% Percentage Interest.
Startup Day. The Startup Day will be ______, 1999.
Stated Rate. The Stated Rates for the CitiCertificates [and the Class
L Regular Interests] are as set forth in Section 12.01(a).
TAC Balance Amount. For the Class A-__, Class A-__ or Class A-__
CitiCertificates, the TAC Balance Amount for any Distribution Date will be equal
to the amount, if any, required to reduce the outstanding Stated Amount thereof
(prior to giving effect to distributions in reduction of the Stated Amount
thereof to be made on such Distribution Date) to the Targeted Balance set forth
in the table attached hereto as Exhibit G.
TAC Certificates. The Class A-__, Class A-__, Class A-__, Class A-__,
Class A-__and Class A-__ CitiCertificates are targeted amortization class
certificates.
Targeted Balance. The Targeted Balance for the Class A-__, Class
A-__and Class A-__ CitiCertificates for any Distribution Date is set forth in
the table attached hereto as Exhibit G.
29
Trustee Advances. The Trustee (in its individual capacity) hereby
undertakes to make Trustee Advances in accordance with Section 8.13.
Underwriters.
Unpaid PO Loss Amount. For any Distribution Date, the difference
between (a) the sum of the PO Loss Amount for that and prior Distribution Dates
and (b) amounts distributed pursuant to Paragraph fifth of Section 13.01(b).
Unscheduled Principal ▇▇▇▇▇▇. The sum for each outstanding Mortgage
Loan (including each defaulted Mortgage Loan, other than a Liquidated Loan, with
respect to which the related Mortgaged Property has been acquired by the Trust)
of the product of (A) the Non-PO Percentage for such Mortgaged Loan and (B) the
sum of the amounts described in clause (b), (c), (d) and (e) of the definition
of "Class A Non-PO Principal Amount," but without that amount being multiplied
by the Class A Prepayment Percentage.
[Upper-Tier Certificates. The Upper-Tier Certificates shall consist
of the Class A-__, Class A-__, Class A-__, Class A-__, Class A-__ and
Class A-__ CitiCertificates and the Class R Certificate.]
[Upper-Tier REMIC. The Upper-Tier REMIC is one of the two separate
REMICs comprising the Trust Fund, the assets of which consist of the Class L
Regular Interests and such amounts as shall from time to time be held in the
Upper-Tier REMIC Account. Neither the Reserve Fund, the Retail Reserve Fund nor
the Class A-__ Policy Payments Account shall be assets of the Upper-Tier REMIC.]
Voting Interest. As of any date, the Voting Interest of the Class A
CitiCertificates shall equal the sum of (i) (100% minus the sum of the Voting
Interests of the Class A-__, Class A-__ and Class A-IO CitiCertificates)
multiplied by a fraction the numerator of which is the Class A Stated Amount and
the denominator of which is the sum of the Class A Stated Amount, the Class M
Stated Amount and the Class B Stated Amount and (ii) the Voting Interest of the
Class A-__, Class A-__ and Class A-IO CitiCertificates. As of any date the
Voting Interest of the Class M CitiCertificates will equal (a) 100% minus the
Class A Voting Interest multiplied by (b) a fraction the numerator of which is
the Class M Stated Amount and the denominator of which is the sum of the Class M
Stated Amount and the Class B Stated Amount. As of any date the Voting Interest
of the Class B CitiCertificates will equal 100% less the sum of the Voting
Interest of the Class A and Class M CitiCertificates. The Voting Interest of the
Class A CitiCertificates (other than the Class A-__ and Class A-__
CitiCertificates) and the Class B CitiCertificates will be allocated among the
Subclasses of the Class A or Class B CitiCertificates, as the case may be, pro
rata based on each such Subclass' Stated Amount. The Voting Interest of the
Class A-__ and Class A-__ CitiCertificates shall be 1% for each such Class A
Subclass. The Voting Interest of the Class A-IO CitiCertificates shall be 2%.
Section 12.03. Wire Transfer Eligibility.
30
The minimum number of Single Certificates eligible for wire transfer on
each Distribution Date, in the case of CitiCertificates, is 1,000,000
(representing a $1,000,000 Initial Stated Amount or initial notional amount)
and, in the case of the Residual Certificates, a 100% Percentage Interest.
Section 12.04. REMIC-Related Provisions.
[(a) Elections shall be made to treat the Trust Fund formed hereunder
as, and the affairs of the Trust Fund shall be conducted so as to qualify it as,
two separate REMICs (the "Lower-Tier REMIC" and the "Upper-Tier REMIC",
respectively), for federal income tax purposes. CMSI and the Trustee agree to
assure continuing treatment of the Trust Fund as segregated asset pools, and the
treatment of each such segregated asset pool as a REMIC and to avoid the
imposition of a tax on the Trust Fund, the Upper-Tier REMIC or the Lower-Tier
REMIC, and to carry out the covenants set forth in this Article XII and the
elections and reporting required in Section 3.07 on behalf of each of the
Lower-Tier REMIC and Upper-Tier REMIC, including making the appropriate
elections to treat the Trust Fund as two separate REMICs and maintaining two
segregated accounts (the "Certificate Account" and the "Upper-Tier REMIC
Account", respectively).
(b) CMSI, on behalf of the Trustee, shall deposit daily in the
Certificate Account in accordance with Section 3.02 all Remittances received by
it, any amounts required to be deposited in the Certificate Account pursuant to
Section 3.01, all other deposits required to be made to the Certificate Account
other than those amounts specifically designated to be deposited in the
Upper-Tier REMIC Account in Section 3.28 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 shall be held
and invested in accordance with the applicable provisions of Section 3.02.
Distributions from the Certificate Account shall be made in accordance with the
provisions of Sections 3.04, 3.16 and Articles XII and XIII to make payments in
respect of the Lower-Tier Certificates and to pay the Servicing Fee in
accordance with Section 3.03(c) and to pay the Insurer in accordance with
Article XIII.
Notwithstanding anything herein to the contrary, Upper-Tier
Certificates shall not receive distributions directly from the Certificate
Account. On each Distribution Date, CMSI, on behalf of the Trustee, shall
withdraw from the Certificate Account and deposit in the Upper-Tier REMIC
Account all distributions to be made on such Distribution Date in respect of
interest on and in reduction of Stated Amounts of the Class L Regular Interests.
The Trustee shall cause to be distributed from the Upper-Tier REMIC Account, to
the extent funds are on deposit therefor, all amounts required to be distributed
with respect to the Upper-Tier Certificates as specified in Articles XII and
XIII.
To the extent that any part of the Upper-Tier REMIC Account is
designated in Article XII as an Investment Account, the provisions in Section
3.02 hereof applicable to the investment of funds shall apply to the Upper-Tier
REMIC Account. In addition, the provisions of Section 3.02(b) shall apply to the
Upper-Tier REMIC Account.]
[(a)][(c)]CMSI shall maintain books with respect to [each Constituent]
[the] REMIC on a calendar year taxable year and on the accrual method of
accounting.
31
[(b)][(d)]The Trustee shall not create, or permit the creation of, any
"interests" in [either Constituent] [the] REMIC within the meaning of Code
Section 860D(a)(2) other than the interests represented by the Certificates[,
and (with respect to the Lower-Tier REMIC) the Class L Regular Interests.]
[(c)][(e)]Except as otherwise provided in the Code, CMSI shall not
grant, and the Trustee shall not accept, property unless (i) substantially all
of the property held by [each Constituent] [such] REMIC constitutes either
"qualified mortgages" or "permitted investments" as defined in Code Sections
860G(a)(3) and (5), respectively, and (ii) no property shall be granted to
[either Constituent] [the] REMIC after the Startup Day, unless such grant would
not subject the REMIC to the 100% tax on contributions to a REMIC after the
Startup Day imposed by Code Section 860G(d).
[(d)][(f)]The Trustee shall not accept on behalf of the Trust Fund or
any Constituent REMIC any fee or other compensation for services and shall not
accept on behalf of the Trust Fund any income from assets other than those
permitted to be held by a REMIC.
[(e)][(g)]The Trustee shall not 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 Upper-Tier REMIC Account] (other than in accordance with
Sections 2.02, 2.03, 2.04 and 3.02(d)) unless such sale is pursuant to a
"qualified liquidation" as defined in Code Section 860F(a)(4)(A) and is in
accordance with Section 9.01.
Section 12.05. Expenses and Liabilities of the Trust Fund.
CMSI, as Servicer, shall be liable for all expenses, liabilities and
obligations of the Trust Fund (other than the obligation to make distributions
in reduction of Stated Amount of the CitiCertificates [and the Class L Regular
Interests] and the obligation to make distributions of interest on the
CitiCertificates) including those set forth in Section 8.05 hereof. 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 shall prevent the Servicer from contesting any
such tax, if permitted by law, pending the outcome of such proceedings. If the
Trustee determines that on any Distribution Date the amount in the Certificate
Account due CMSI as its Servicing Fee, after the distribution of all amounts
required to be distributed to the Holders of the Certificates has been made, is
insufficient to pay expenses or meet any obligation of the Trust Fund, the
Trustee shall give notice of any shortfall to CMSI setting forth the basis for
such expenses. Within ten Business Days of such notice, CMSI shall deliver to
the Trustee immediately available funds in the amount of such expenses.
Section 12.06. Tax Matters Person.
If in any taxable year there shall be more than one Holder of the Class
LR [or Class R] Certificate, a tax matters person may be designated with respect
to the [related] REMIC, who shall have the same duties with respect to the
[Lower-Tier] REMIC [or Upper-Tier REMIC, respectively,] as those of a "tax
matters partner" under Subchapter C of Chapter 63 of Subtitle F of the Code, and
who shall be, in order of priority, (i) the Servicer or an Affiliate of the
Servicer, if the Servicer or
32
such Affiliate is the Holder of a Class LR [or Class R] Certificate at any time
during the taxable year or at the time such designation is made, (ii) if the
Servicer is not a Holder of a Class LR [or Class R] Certificate at the relevant
time, the Servicer as agent for the Holder[s] of the Class LR [or Class R]
Certificate, if such designation is permitted to be made under the Code or (iii)
such Holder of a Class LR [or Class R] Certificate or person who may be
designated a tax matters person in the same manner in which a tax matters
partner may be designated under applicable Treasury Regulations, including
Treasury Regulations ss. 1.860F-4(d) and temporary Treasury Regulations ss.
301.6231(a)(7)-1T.
[ [Section 12.07. Distributions in Reduction of Stated Amount of the
Retail CitiCertificates.
Distributions in reduction of Stated Amount of the Retail
CitiCertificates will be made, prior to the earlier to occur of (i) the
Subordination Depletion Date or (ii) the failure by the Insurer to make
an Insured Payment, in integral multiples of $1,000 Stated Amount at
the request of Beneficial Owners thereof or by mandatory distributions
by random lot, pursuant to clauses (a) and (d) below, and thereafter on
a pro rata basis pursuant to clause (f) below.
(a) Subject to clause (f) below, on each Distribution Date on
which distributions in reduction of Stated Amount are made on
the Retail CitiCertificates, such distributions will be made
in the following order of priority:
(1) with respect to a Deceased Holder, any request by the
personal representatives or by a surviving tenant by
the entirety, by a surviving joint tenant or by a
surviving tenant in common, but not exceeding an
aggregate distributions in reduction of Stated Amount
of $100,000 per request; and
(2) with respect to a Beneficial Owner other than a
Deceased Holder, any request not exceeding an
aggregate distributions in reduction of Stated Amount
of $10,000.
Requests for distributions in reduction of Stated Amount of
the Retail CitiCertificates presented on behalf of Deceased
Holders in accordance with the provisions of clause (1) above
will be accepted in the order of their receipt by DTC and the
Trustee. Requests for distributions in reduction of Stated
Amount of the Retail CitiCertificates presented in accordance
with the provisions of clause (2) above will be accepted in
the order of their receipt by DTC after all requests presented
in accordance with clause (1) above have been honored.
Thereafter, requests for distribution on reduction of Stated
Amount will be honored with respect to a Deceased Holder as
provided in clause (1) above up to a second $100,000, and
requests for such distributions will be honored with respect
to a Beneficial Owner other than a Deceased Holder as provided
for in clause (2) above up to a second $10,000. This sequence
of priorities will be repeated until all requests for
distributions in reduction of Stated Amount have been honored.
All requests for distributions in reduction of Stated Amount
of the Retail CitiCertificates submitted on behalf of Deceased
33
Holders and/or with respect to Retail CitiCertificates
beneficially owned by any joint ownership arrangement will be
accepted in accordance with the provisions set forth in
Section 12.07(b). All requests for distributions in reduction
of Stated Amount of the Retail CitiCertificates must comply
with the requirements set forth in Section 12.07(c) below.
Requests for distributions in reduction of Stated Amount of
the Retail CitiCertificates with respect to any Distribution
Date must be transmitted to DTC and the Trustee, via the APUT
System, no later than the close of business on the related
Record Date. Requests for distributions which are received by
DTC and the Trustee after the related Record Date and
requests, in either case, for distributions not accepted with
respect to any Distribution Date, will be treated as requests
for distributions in reduction of Stated Amount on the next
succeeding Distribution Date, and each succeeding Distribution
Date thereafter, until each such request is accepted or is
withdrawn as provided in Section 12.07(c). Such requests as
are not so withdrawn shall retain their order of priority
without the need for any further action on the part of the
Beneficial Owner of the related Retail CitiCertificate, all in
accordance with the procedures of DTC and the Trustee. A
request for distributions in reduction of Stated Amount
submitted on behalf of a Beneficial Owner who thereafter
becomes a Deceased Holder shall become entitled to the
priority afforded Deceased Holders pursuant to Section
12.07(a), provided, that, as to any Distribution Date, the
Trustee shall have received appropriate written evidence of
death and any required tax waivers on or before the related
Record Date. Upon the transfer of beneficial ownership of any
Retail CitiCertificate, any distribution request previously
submitted with respect to such CitiCertificate must be
withdrawn via the APUT System and approved by the Trustee as
described herein.
Distributions in reduction of Stated Amount will be applied,
in the aggregate, to the Retail CitiCertificates in an amount
equal to the Class A Principal Distribution Amount allocable
to such Subclass, plus an amount equal to the Insured Payments
allocable to such Subclass pursuant to Section 12.01(d), plus
any amounts available for distribution from the Retail Reserve
Fund established as provided in Section 12.07(e), provided
that the aggregate distribution in reduction of Stated Amount
of the Retail CitiCertificates on any Distribution Date is
made in an integral multiple of $1,000.
To the extent that the portion of the Class A Principal
Distribution Amount allocable to distributions in reduction to
Stated Amount of the Retail CitiCertificates on any
Distribution Date, plus an amount equal to the Insured
Payments allocable to the Class A-__ CitiCertificates pursuant
to Section 12.01(d) exceeds the Stated Amount of the Retail
CitiCertificates with respect to which distribution requests,
as set forth above, have been received (plus, any amounts
required to be distributed pursuant to the Retail Reserve
Fund), distributions in reduction of Stated Amount of the
Retail CitiCertificates will be made by mandatory distribution
pursuant to Section 12.07(d).
(b) A Retail CitiCertificate shall be deemed to be held by a
Deceased Holder for
34
purposes of this Section 12.07 if the death of the Beneficial
Owner thereof is deemed to have occurred. Retail
CitiCertificates beneficially owned by tenants by the
entirety, joint tenants or tenants in common will be
considered to be beneficially owned by a single owner. The
death of a tenant by the entirety, joint tenant or tenant in
common will be deemed to be the death of the Beneficial Owner,
and the Retail CitiCertificates so beneficially owned will be
eligible for priority with respect to distributions in
reduction of Stated Amount, subject to the limitations stated
above. Retail CitiCertificates beneficially owned by a trust
will be considered to be beneficially owned by each
beneficiary of the trust to the extent of such beneficiary's
beneficial interest therein, but in no event will a trust's
beneficiaries collectively be deemed to be Beneficial Owners
of a number of Individual Retail CitiCertificates greater than
the number of Individual Retail CitiCertificates of which such
trust is the owner. The death of a Beneficiary of a trust will
be deemed to be the death of a Beneficial Owner of the Retail
CitiCertificates beneficially owned by the trust to the extent
of such beneficiary's beneficial interest in such trust. The
death of an individual who was a tenant by the entirely, joint
tenant or tenant in common in a tenancy which is the
beneficiary of a trust will be deemed to be the death of the
beneficiary of the trust. The death of a person who, during
his or her lifetime, was entitled at least 75% of the
beneficial ownership interests in Retail CitiCertificates will
be deemed to be the death of the Beneficial Owner of such
Retail CitiCertificates regardless of the registration of
ownership, if such beneficial ownership interest can be
established to the satisfaction of the Trustee. Such
beneficial interest will be deemed to exist in typical cases
of street name or nominee ownership, ownership by a trustee,
ownership under the Uniform Gifts to Minors Act and community
property or other joint ownership arrangements between a
husband and wife. Beneficial interests shall include the power
to sell, transfer or otherwise dispose of a Retail
CitiCertificate and the right to receive the proceeds
therefrom, as well as interest and distributions in reduction
of Stated Amount payable with respect thereto. The Trustee
shall not be under any duty to determine independently the
occurrence of the death of any deceased Beneficial Owner. The
Trustee may rely conclusively upon documentation delivered to
it pursuant to Section 12.07(a) in establishing the
eligibility of any Beneficial Owner to receive the priority
accorded Deceased Holders in Section 12.07(a).
(c) Requests for distributions in reduction of Stated Amount
of a Retail CitiCertificate must be made by the Beneficial
Owner of such CitiCertificates or by the personal
representative, surviving tenant by the entirety, surviving
joint tenant or surviving tenant in common of a Deceased
Holder by request therefor by delivering a written request
therefor, together with appropriate evidence of death any
necessary tax waivers in the case of a request by a Deceased
Holder, to the Participant or Indirect Participant that
maintains the account evidencing such Beneficial Owner's
interest in Retail CitiCertificates. The Indirect Participant
should in turn notify the related Participant of the
Beneficial ▇▇▇▇▇▇'s request. The Participant should transmit
the request to DTC via the APUT system. The Participant will
receive a confirmation from DTC of receipt of the request.
Neither the Servicer nor the Trustee shall be liable for any
delay in receipt of or confirmation of receipt of request by
DTC via the
35
APUT system.
The Trustee shall rely on the list, maintained on the APUT
system, of Participants representing Beneficial Owners of
Retail CitiCertificates that have transmitted requests for
distributions in reduction of Stated Amount of the Retail
CitiCertificates, which list shall contain the order of
receipt of transmitted request and the amount of each such
request. The Trustee will honor requests for distributions in
order of their receipt (subject to the priorities described in
Section 12.07(a) above). The Trustee shall transmit
confirmation to DTC and the appropriate Participants as to
which requests should be honored on each Distribution Date.
Requests shall be honored by the Trustee and DTC in accordance
with the procedures, and subject to the priorities and
limitations, described in Section 12.07. The exact procedures
to be followed by the Trustee and DTC for purposes of
determining such priorities and limitations will be those
established from time to time by the Trustee or DTC, as the
case may be. The decisions of the Trustee and DTC concerning
such matters will be final and binding on all affected
persons.
With respect to Retail CitiCertificates as to which Beneficial
Owners have requested distributions on a particular
Distribution Date on which distributions in reduction of
Stated Amount of the Retail CitiCertificates are being made,
DTC and its Participants will be notified prior to such
Distribution Date whether, and to the extent to which, such
Retail CitiCertificates have been accepted for distributions.
Participants and Indirect Participants holding Retail
CitiCertificates are required to forward such notices to the
Beneficial Owners of such CitiCertificates. It is expected
that Beneficial Owners will receive such notice no later than
three days prior to the applicable Distribution Date.
Individual Retail CitiCertificates which have been accepted
for a distribution shall be due and payable on the applicable
Distribution Date and shall cease to bear interest after the
last day of the month preceding the month in which such
Distribution Date occurs.
Any Beneficial Owner of a Retail CitiCertificate which has
requested a distribution may withdraw its request at any time
by so notifying in writing the Participant or Indirect
Participant that maintains such Beneficial Owner's account. In
the event that such account is maintained by an Indirect
Participant, such Indirect Participant must notify the related
participant which in turn must transmit the withdrawal of such
request to DTC and the Trustee. Any withdrawal of a request
for distribution must be approved by the Trustee, which
approval will be transmitted via the APUT system. Participants
will receive confirmation of withdrawal, upon approval from
the Trustee, via the APUT system. Any withdrawal of a request
for distribution that has not been transmitted by the
Participant and received by DTC and the Trustee on or prior to
the Record Date for the next Distribution Date, will not be
approved for withdrawal by the Trustee and the previously made
request for distribution will be irrevocable with respect to
the making of distributions in reduction of Stated Amount of
Retail CitiCertificates on such Distribution Date.
In the event that any request for distribution in reduction of
Stated Amount of the
36
Retail CitiCertificates is rejected by DTC or any withdrawal
of any request for distribution is rejected by the Trustee for
failure to comply with the requirements of this Section 12.07,
DTC or the Trustee shall transmit to the Participant the
reasons for such rejection.
(d) To the extent, if any, that distributions in reduction of
Stated Amount of the Retail CitiCertificates on a Distribution
Date exceed the Stated Amount of Retail CitiCertificates with
respect to which distribution requests have been received by
the related Record Date, as provided in Section 12.07(a)
above, distributions in reduction of the Stated Amount of the
Retail CitiCertificates will be made by mandatory
distributions in reduction thereof. Such mandatory
distributions of Individual Retail CitiCertificates will be
made by random lot in accordance with the then applicable
random lot procedures of DTC, the Participants and the
Indirect Participants representing the Beneficial Owners;
provided however, that, if after the distribution in reduction
of Stated Amount of the Retail CitiCertificates on the next
succeeding Distribution Date on which mandatory distributions
are to be made, the Stated Amount of the Retail
CitiCertificates would not be reduced to zero, the Individual
Retail CitiCertificates to which such distributions will be
applied shall be selected by DTC from those Retail
CitiCertificates not otherwise receiving distributions in
reduction of Stated Amount on such Distribution Date. The
Trustee shall notify DTC of the aggregate amount of the
mandatory distribution in reduction of Stated Amount of the
Retail CitiCertificates to be made on the next Distribution
Date. DTC shall then allocate such aggregate amount among its
Participants on a random lot basis. Each Participant and, in
turn, each Indirect Participant will then select, in
accordance with its own random lot procedures, Individual
Retail CitiCertificates from among those held in its accounts
to receive mandatory distributions in reduction of Stated
Amount, such that the total amount so selected is equal to the
aggregate amount of such mandatory distribution allocated to
such Participant by DTC and to such Indirect Participant by
its related Participant, as the case may be. Participants and
Indirect Participant which hold Retail CitiCertificates
selected for mandatory distributions in reduction of Stated
Amount are required to provide notice of such mandatory
distribution to the affected Beneficial Owners. The Servicer
agrees to notify the Trustee of the amount of distributions in
reduction of Stated Amount of the Retail CitiCertificates to
be made on each Distribution Date in a timely manner such that
the Trustee may fulfill its obligations pursuant to paragraph
10 of the Letter of Representations dated ______, 1999 among
CMSI, the Trustee and DTC.
(e) On the Startup Day, the Issuer shall establish a non-interest
bearing account special reserve fund for the Retail
CitiCertificates with the Trustee (the "Retail Reserve Fund")
and shall deliver to the Trustee the sum of $999.99 as an
initial deposit therein. On each Distribution Date on which a
distribution is made in reduction of Stated Amount of the
Retail CitiCertificates, funds on deposit in the Retail
Reserve Fund shall be available to be applied to round upward
to an integral multiple of $1,000 the aggregate distribution
in reduction of Stated Amount to be made on the Retail
CitiCertificates. Rounding of such distribution on the Retail
CitiCertificates shall be accomplished, on the first such
Distribution Date, by withdrawing from the
37
Retail Reserve Fund the amount of funds, if any, needed to
round the amount otherwise available for such distribution in
reduction of Stated Amount upward to the next integral
multiple of $1,000. On each succeeding Distribution Date on
which distributions in reduction of Stated Amount on the
Retail CitiCertificates are to be made, the aggregate amount
of such distribution allocable to the Retail CitiCertificates
shall be applied first to repay any funds withdrawn from the
Retail Reserve Fund on the prior Distribution Date, and then
the remainder of such allocable amount, if any, shall be
similarly rounded upward and applied as distributions in
reduction of Stated Amount of the Retail CitiCertificates;
this process shall continue on succeeding Distribution Dates
until the Stated Amount of the Retail CitiCertificates has
been reduced to zero.
Notwithstanding anything herein to the contrary, on the
Distribution Date on which distributions in reduction of
Stated Amount on the Retail CitiCertificates have reduced the
Stated Amount thereof to zero or in the event that
distributions in reduction of Stated Amount of the Retail
CitiCertificates are made in accordance with the provision set
forth in Section 12.07(f), an amount equal to the difference
between $999.99 and the sum then held in the Retail Reserve
Fund shall be paid from the Pool Distribution Amount to the
Retail Reserve Fund. Any funds then on deposit in the Retail
Reserve Fund shall be distributed to the Holder of the Class
LR Certificate.
(f) Notwithstanding any provisions herein to the contrary, on and
after the earlier to occur of (i) the Subordination Depletion
Date or (ii) any Distribution Date with respect to which the
Insurer fails to make an Insured Payment, distributions in
reduction of Stated Amount of the Retail CitiCertificates will
be made on a pro rata basis among the holders of the Retail
CitiCertificates and shall no longer be made in integral
multiples of $1,000 and shall no longer be made at the request
of the Beneficial Owners thereof or by mandatory distributions
by random lot. In the event that pro rata distributions cannot
be made through the facilities of DTC in accordance with this
provision, the Retail CitiCertificates will be withdrawn from
the facilities of DTC and Definitive Certificates will be
issued to replace such withdrawn Book-Entry CitiCertificates.
(g) In the event that Definitive Certificates representing the
Retail CitiCertificates are issued pursuant to Section 5.06 or
Section 12.07(f), an amendment to this Agreement, which may be
approved without the consent of any Certificateholders, shall
establish procedures relating to the manner in which
distributions in reduction of Stated Amount of the Retail
CitiCertificates are to be made; provided that such procedures
shall be consistent, to the extent practicable and customary
for certificates similar to the Retail CitiCertificates, with
the provisions of this Section 12.07; provided, however, that,
without its consent, no such amendment shall materially and
adversely affect the Insurer.
(h) The Reserve Fund shall be established on the Startup Day and
maintained by the Trustee in accordance with this Section
12.07(h). At the time the Reserve Fund is
38
established, the Issuer shall cause to be deposited into the
Reserve Fund the amount of $14,000. All funds in the Reserve
Fund shall be held in trust for the benefit of the Holders of
the Class A-__ CitiCertificates until withdrawn in accordance
with this Section 12.07(h) and Section 13.01.
With respect to each Distribution Date, the Reserve Withdrawal
shall be withdrawn by the Trustee from the amount on deposit
in the Reserve Fund and distributed on such Distribution Date
to the Holders of the Class A-__ CitiCertificates, pro rata,
based on Percentage Interest.
Notwithstanding anything herein to the contrary, on the
Distribution Date on which the Stated Amount of the Class A-__
CitiCertificates has been reduced to zero, any funds then on
deposit in the Reserve Fund shall be distributed to ________.
at the address provided by it to the Trustee.
The Reserve Fund will be an "outside reserve fund" under the
REMIC Provisions that is beneficially owned for federal income
tax purposes by ▇▇▇▇▇▇ Brothers Inc. which shall report all
income, gain, deduction or loss with respect thereto, and will
not be an asset of the Upper-Tier REMIC, the Lower-Tier REMIC
or the Trust.] ]
[Section 12.08. The Insurance Policy.
(a) If, on the third Business Day before any Distribution Date,
the Trustee determines that the amount on deposit in the
Certificate Account distributable to Holders of the Insured
Certificates pursuant to Section 13.01(b), together with any
amounts that may be distributable to the Holders of the
Insured Certificates on such Distribution Date, the Trustee
shall determine the amount of any such deficiency and shall
give Notice to the Insurer and the appropriate Fiscal Agent
(as defined in the Insurance Policy), if any, by telephone or
telecopy of the amount of such deficiency, confirmed in
writing to the Insurer, such Notice to be substantially in the
form of Exhibit A attached to the Insurance Policy and
delivered by 12:00 noon, New York City time on such third
Business Day.
(b) In the event the Trustee receives a certified copy of an order
of the appropriate court that any scheduled payment of
principal or interest on a Insured Certificate has been voided
in whole or in part as a preference payment under applicable
bankruptcy law, the Trustee shall (i) promptly notify the
Insurer, as appropriate, and the Fiscal Agent, if any, and
(ii) comply with the provisions of the Insurance Policy to
obtain payment by the Insurer of such voided scheduled
payment. In addition, the Trustee shall mail notice to all
Holders of the Insured Certificates so affected that, in the
event that any such Holder's scheduled payment is so
recovered, such Holder will be entitled to payment pursuant to
the terms of the Insurance Policy, a copy of which shall be
made available to such Holders by the Trustee. The Trustee
shall furnish to the Insurer and the appropriate Fiscal Agent,
if any, its records listing the payments on the affected
Insured Certificates, if any, that have been made by the
Trustee and
39
subsequently recovered from the affected Holder, and the dates
on which such payments were made by the Trustee.
(c) At the time of the execution hereof, and for the purposes
hereof, the Trustee shall establish an Eligible Account in the
name of the Trustee for the benefit of Holders of the Insured
Certificates (the "Policy Payments Account") over which the
Trustee shall have exclusive control and sole right of
withdrawal. The Trustee shall deposit any amount paid under
the Insurance Policy into the Insured Certificates Policy
Payments Account and distribute such amount only for the
purposes of making payments to Holders of the Insured
Certificates in respect of the Insured Payments by the Insurer
pursuant to the Insurance Policy for which the related claim
was made under the Policy. Such amounts shall be allocated by
the Trustee to Holders of Insured Certificates affected by
such shortfalls in the same manner as principal and interest
distributions are to be allocated with respect to such
CitiCertificates pursuant to Section 13.01. It shall not be
necessary for such payments to be made by checks or wire
transfers separate from the checks or wire transfers used to
make regular payments hereunder with funds withdrawn from the
Certificate Account. However, any payments made on the Insured
Certificates from funds in the Policy Payments Account shall
be noted as provided in subsection (e) below. Funds held in
the Policy Payments Account shall not be invested by the
Trustee.
(d) Any funds received from the Insurer for deposit into the
Policy Payments Account pursuant to the Insurance Policy in
respect of a Distribution Date or otherwise as a result of any
claim under such Insurance Policy shall be applied by the
Trustee directly to the payment in full (i) of the Deficiency
Amount due on such Distribution Date on the Insured
Certificates, or (ii) of the Preference Amount to which
payments under the Insurance Policy are to be applied. Funds
received by the Trustee as a result of any claim under the
Insurance Policy shall be used solely for payment of the
Holders of the Insured Certificates, respectively, and may not
be applied for any other purpose, including, without
limitation, satisfaction of any costs, expenses or liabilities
of the Trustee or the Trust Fund. Any funds remaining in the
Policy Payments Account on the first Business Day after each
Distribution Date shall be remitted promptly to the Insurer
pursuant to the written instruction of the Insurer.
(e) The Trustee shall keep complete and accurate records in
respect of (i) all funds remitted to it by the Insurer and
deposited into the Policy Payments Account and (ii) the
allocation of such funds to (A) payments of interest on and
principal in respect of any Insured Certificates, (B) Realized
Losses allocated to the Insured Certificates and (C)
Non-Supported Interest Shortfalls allocated to the Insured
Certificates. The Insurer shall have the right to inspect such
records at reasonable times during normal business hours upon
three Business Days' prior notice to the Trustee.
(f) The Trustee acknowledges, and each Holder of an Insured
Certificate by its acceptance of such Insured Certificate
agrees, that, without the need for any further action on the
part of the Insurer or the Trustee, to the extent the Insurer
makes payments, directly or indirectly, on account of
principal of or interest on any Insured
40
Certificate, the Insurer will be fully subrogated to the
rights of the Holders of such Insured Certificates to receive
such principal and interest from the Trust Fund. The Holders
of the Insured Certificates, by acceptance of the Insured
Certificates, assign their rights as Holders of the Insured
Certificates to the extent of the Insurer's interest with
respect to amounts paid under the Insurance Policy. Anything
herein to the contrary notwithstanding solely for purposes of
determining the Insurer's rights as subrogee for payments
distributable pursuant to Sections 12.01 and 13.01, any
payment with respect to distributions to the Insured
Certificates that is made with funds received pursuant to the
terms of the Insurance Policy shall not be considered a
payment of the Insured Certificates from the Trust Fund and
shall not result in the distribution or the provision for the
distribution in reduction of the Stated Amount of the Insured
Certificates within the meaning of Section 12.07.
(g) Upon its becoming aware of the occurrence of an Event of
Default, the Trustee shall promptly notify the Insurer of such
Event of Default.
(h) The Trustee shall promptly notify the Insurer of either of the
following as to which it has actual knowledge: (A) the
commencement of any proceeding by or against the Issuer
commenced under the United States bankruptcy code or any other
applicable bankruptcy, insolvency, receivership,
rehabilitation or similar law (an "Insolvency Proceeding") and
(B) the making of any claim in connection with any Insolvency
Proceeding seeking the avoidance as a preferential transfer (a
"Preference Claim") of the distribution made with respect to
the Insured Certificates. Each Holder of an Insured
Certificate, by its purchase of an Insured Certificate, and
the Trustee hereby agree that the Insurer (so long as no
default in payment by the Insurer under the Insurance Policy
exists) may at any time during the continuation of any
proceeding relating to a Preference Claim direct all matters
relating to such Preference Claim, including, without
limitation, (i) the direction of any appeal of any order
relating to any Preference Claim and (ii) the posting of any
surety, supersedeas or performance bond pending any such
appeal. In addition and without limitation of the foregoing,
Insurer shall be subrogated to the rights of the Trustee and
each Holder of an Insured Certificates in the conduct of any
Preference Claim, including, without limitation, all rights of
any party to an adversary proceeding action with respect to
any court order issued in connection with any such Preference
Claim.
(i) The Trustee shall surrender the Insurance Policy to the
Insurer for cancellation upon reduction of the Stated Amount
of the Insured Certificates to zero or replacement of the
Insurer pursuant to Section 12.09.
(j) With respect to this Section 12.08,
(i) the terms "Receipt" and "Received" shall mean
actual delivery to the Insurer and the
Insurer's Fiscal Agent, if any, prior to
12:00 noon, New York City time, on a
Business Day; delivery either on a day that
is not a Business Day or after 12:00 noon,
New York City time, shall be deemed to be
Receipt on the next succeeding Business Day.
If any
41
notice or certificate given under the
Insurance Policy by the Trustee is not in
proper form or is not properly completed,
executed or delivered, in any material
manner, it shall be deemed not to have been
Received. The Insurer or its Fiscal Agent, if
any, shall promptly so advise the Trustee and
the Trustee may submit an amended notice, and
"Business Day" means any day other than (A)
a Saturday or Sunday or (B) a day on which
the Insurer is closed or banking
institutions in the City of New York, New
York or in the city in which the corporate
trust office of the Trustee is located are
authorized or obligated by law or executive
order to close.]
[Section 12.09. Replacement of the Insurance Policy.
Notwithstanding any other provision of this Agreement to the
contrary, in the event that the Insured Certificates are
downgraded by a Rating Agency solely as a result of the
downgrade of the Insurer by both ▇▇▇▇▇'▇, to less than "Aa",
and S&P, to less than "AA", CMSI shall have the right, but not
the obligation, to replace the Insurance Policy in its
entirety, at its own expense to the extent that the cost of
such replacement exceeds the Insurance Premium, with another
form of credit enhancement and to amend this Agreement as
necessary or appropriate in order to implement such
replacement of the Insurance Policy without the consent of the
Certificateholders or the Trustee; provided that: (a) the
rating of the Insured Certificates subsequent to any such
replacement shall be at least the ratings initially assigned
to such Class of CitiCertificates by the Rating Agencies and
the Trustee and CMSI shall have received notice confirming
such ratings from the Rating Agencies; (b) the Trustee and
CMSI shall have received an Opinion of Counsel to the credit
enhancement provider to the effect (i) that (A) the credit
enhancement is a valid and legally binding obligation of the
credit enhancement provider enforceable in accordance with its
terms and (B) the credit enhancement is not a separate
security or, if a separate security, is exempt from
registration or has been duly registered under the Act, (ii)
that the credit enhancement meets the condition set forth in
Section II(i) of U.S. Department of Labor Prohibited
Transaction Class Exemption 83-1, provided however, that such
opinion with respect to this clause (ii) only may be waived by
CMSI upon advise of outside counsel, and (iii) such opinion
shall also cover such other matters as the Trustee or CMSI
shall reasonably require; (c) the Insurance Policy has been
delivered to the Insurer for cancellation and (d) written
notice shall be given to the Insured Certificateholders of
such replacement within ten (10) Business Days following such
replacement.]
ARTICLE XIII
42
SUBORDINATION; PRIORITIES; ALLOCATION OF LOSSES
Section 13.01. Subordination; Priority of Distributions
(a) The rights of the holders of the Class M CitiCertificates to
receive distributions in respect thereof on any Distribution Date shall be
subordinated to the rights of the Class A CitiCertificateholders to receive
distributions [(and to distributions to the Class L-1 Regular Interest)] to
the extent, and only to the extent, described herein. The rights of the
holders of any Class B Subclass to receive distributions in respect of such
Class B Subclass on any Distribution Date shall be subordinated to the rights
of the Class A and Class M CitiCertificateholders and the holders of each
Class B Subclass having a lower numerical designation to receive
distributions [(and to distributions to the Class L Regular Interests)] to
the extent, and only to the extent, described herein. The right of CMSI to
receive its Servicing Fee shall not be subordinated to the rights of the
CitiCertificateholders.
(b) On each Distribution Date, the Pool Distribution Amount will be
applied in the following amounts, to the extent the Pool Distribution Amount
is sufficient therefor, in the manner and in the order of priority as follows
[(and the Insured Payments and Reserve Withdrawal will be applied to make
payments to the Insured Certificates as provided in Section 12.08 and
12.07(h), respectively)]:
first, [to the Insurer, to pay the Insurance Premium]
[intentionally omitted];
second, to the Subclasses of Class A CitiCertificates, pro
rata, based upon their respective Class A Subclass Interest Amounts, in
an aggregate amount up to the Class A Interest Amount; provided,
however that prior to the applicable Accretion Termination Date, the
amount allocable to any Subclass of Accrual CitiCertificates pursuant
to this clause second shall not be distributed to such Accrual
CitiCertificates but will instead be distributed in reduction of the
Stated Amounts of the Accretion Directed CitiCertificates and the
Accrual CitiCertificates, in each case in the manner and in the amount
set forth in Section 12.01(c);
third, to the Subclasses of Class A CitiCertificates, pro
rata, based upon their respective unpaid Class A Subclass Interest
Shortfall Amounts, in an aggregate amount up to the unpaid Class A
Unpaid Interest Shortfall; provided, however that prior to the
applicable Accretion Termination Date, the amount allocable to any
Subclass of Accrual CitiCertificates pursuant to this clause third
shall not be distributed to such Accrual CitiCertificates but will
instead be distributed in reduction of the Stated Amounts of the
Accretion Directed CitiCertificates and the Accrual CitiCertificates,
in each case in the manner and in the amount set forth in Section
12.01(c);
fourth, to the Subclasses of Class A CitiCertificates, in an
aggregate amount up to the Class A Principal Distribution Amount (other
than the portion that represents the Accretion
43
Distribution Amount, if any), such distribution to be allocated among
such Subclasses in accordance with Section 12.01(d) or Section
13.01(c), as applicable;
fifth, to the Class A-__ CitiCertificates, in an aggregate
amount equal to the lesser of (a) Available PO Loss Funds and (b) any
Unpaid PO Loss Amounts;
sixth, to the Class M CitiCertificates in an amount up to the
Class M Interest Amount;
seventh, to the Class M CitiCertificates in an amount up
to the Class M Unpaid Interest Shortfall Amount;
eighth, to the Class M CitiCertificates in an amount up to the
Class M Optimal Principal Amount less any amount applied to payment of
any Unpaid PO Loss Amount;
ninth, to the Class B-1 CitiCertificates in an amount up to
their Class B Subclass Interest Amount;
tenth, to the Class B-1 CitiCertificates in an amount up to
the Class B-1 Unpaid Interest Shortfall Amount;
eleventh, to the Class B-1 CitiCertificates in an amount up to
the Class B-1 Optimal Principal Amount less any amount applied to
payment of any Unpaid PO Loss Amount;
twelfth, to the Class B-2 CitiCertificates in an amount up to
their Class B Subclass Interest Amount;
thirteenth, to the Class B-2 CitiCertificates in an amount up
to the Class B-2 Unpaid Interest Shortfall;
fourteenth, to the Class B-2 CitiCertificates in an amount up
to the Class B-2 Optimal Principal Amount less any amount applied to
payment of any Unpaid PO Loss Amount;
fifteenth, to the Class B-3 CitiCertificates in an amount up
to their Class B Subclass Interest Amount;
sixteenth, to the Class B-3 CitiCertificates in an amount up
to the Class B-3 Unpaid Interest Shortfall;
seventeenth, to the Class B-3 CitiCertificates in an amount up
to the Class B-3 Optimal Principal Amount less any amount applied to
payment of any Unpaid PO Loss Amount;
eighteenth, to the Class B-4 CitiCertificates in an amount
up to their Class B Subclass Interest Amount;
44
nineteenth, to the Class B-4 CitiCertificates in an amount up
to the Class B-4 Unpaid Interest Shortfall;
twentieth, to the Class B-4 CitiCertificates in an amount up
to the Class B-4 Optimal Principal Amount less any amount applied to
payment of any Unpaid PO Loss Amount;
twenty-first, to the Class B-5 CitiCertificates in an amount
up to their Class B Subclass Interest Amount;
twenty-second, to the Class B-5 CitiCertificates in an amount
up to the Class B-5 Unpaid Interest Shortfalls;
twenty-third, to the Class B-5 CitiCertificates in an amount
up to the Class B-5 Optimal Principal Amount less any amount applied to
payment of any Unpaid PO Loss Amount;
[twenty-fourth, to the Insured Certificates, any Non-Supported
Interest Shortfalls allocated to the Insured Certificates, the
principal portion and the interest portion of Realized Losses allocated
to the Insured Certificates and, with respect to the Last Scheduled
Distribution Date, the Stated Amount of the Insured Certificates to the
extent unpaid on the Last Scheduled Distribution Date] [intentionally
omitted];
[twenty-fifth, to the Insurer in reimbursement of amounts
previously paid by the Insurer under the Insurance Policy and accrued
interest thereon, if any, at the Late Payment Rate (as defined in the
Insurance Agreement)] [intentionally omitted];and
twenty-sixth, to the Holder of the Class LR Certificate.
[Notwithstanding the foregoing, no payment owing pursuant to the
foregoing clause twenty-fifth shall be paid to the Insurer until the cumulative
amount owing thereunder and not previously paid to the Insurer is equal to at
least $___.00; provided, however, that upon the Last Scheduled Distribution Date
or earlier termination pursuant to Section 9.01 or replacement pursuant to
Section 12.09, any cumulative amount owing thereunder and not previously paid to
the Insurer shall be paid to the Insurer.]
[In addition, the holders of the Insured Certificates will be entitled to
receive funds with respect to the Insurance Policy representing Deficiency
Amounts. The Insured Certificates shall be entitled to receive funds from the
Reserve Fund, so long as funds remain available therein, for any Non-Supported
Interest Shortfall allocated to the Insured Certificates on such Distribution
Date. Prior to any draw on the Insurance Policy with respect to any
Non-Supported Interest Shortfall allocated to the Insured Certificates only, the
Trustee shall withdraw from the Reserve Fund the Reserve Withdrawal and shall
distribute such amount to the Insured Certificates pursuant to Section 12.07(h)
or Section 13.01.]
45
(c) On each Distribution Date occurring on or subsequent to the
Subordination Depletion Date, the Class A Principal Distribution Amount shall be
distributed among the Subclasses of Class A CitiCertificates as set forth in
Section 12.01(f) and the Class A Interest Amount shall be distributed among the
Class A Subclasses pro rata in accordance with their respective Class A Subclass
Interest Amounts.
(d) (i) if on any Distribution Date the Current Class M Subordination
Level is less than the Original Class M Subordination Level, then the Class B-1,
Class B-2, Class B-3, Class B-4 and Class B-5 CitiCertificates shall not be
eligible to receive any distributions in reduction of Stated Amount and the
Class B-1 Percentage, Class B-2 Percentage, the Class B-3 Percentage, the Class
B-4 Percentage, the Class B-5 Percentage, the Class B-1 Prepayment Percentage,
the Class B-2 Prepayment Percentage, the Class B-3 Prepayment Percentage, the
Class B-4 Prepayment Percentage and the Class B-5 Prepayment Percentage shall
each be equal to zero with respect to such Distribution Date;
(ii) if on any Distribution Date the Current Class B-1
Subordination Level is less than the Original Class B-1 Subordination Level,
then the Class B-2, Class B-3, Class B-4 and Class B-5 CitiCertificates shall
not be eligible to receive distributions in reduction of Stated Amount and the
Class B-2 Percentage, the Class B-3 Percentage, the Class B-4 Percentage, the
Class B-5 Percentage, the Class B-2 Prepayment Percentage, the Class B-3
Prepayment Percentage, the Class B-4 Prepayment Percentage and the Class B-5
Prepayment Percentage shall each be equal to zero with respect to such
Distribution Date;
(iii) if on any Distribution Date the Current Class B-2
Subordination Level is less than the Original Class B-2 Subordination Level,
then the Class B-3, Class B-4 and Class B-5 CitiCertificates shall not be
eligible to receive distributions in reduction of Stated Amount and the Class
B-3 Percentage, the Class B-4 Percentage, the Class B-5 Percentage, the Class
B-3 Prepayment Percentage, the Class B-4 Prepayment Percentage and the Class B-5
Prepayment Percentage shall each be equal to zero with respect to such
Distribution Date;
(iv) if on any Distribution Date the Current Class B-3
Subordination Level is less than the Original Class B-3 Subordination Level,
then the Class B-4 and Class B-5 CitiCertificates shall not be eligible to
receive distributions in reduction of Stated Amount and the Class B-4
Percentage, the Class B-5 Percentage, the Class B-4 Prepayment Percentage and
the Class B-5 Prepayment Percentage shall each be equal to zero with respect to
such Distribution Date; and
(v) if on any Distribution Date the Current Class B-4
Subordination Level is less than the Original Class B-4 Subordination Level,
then the Class B-5 CitiCertificates shall not be eligible to receive
distributions in reduction of Stated Amount and the Class B-5 Percentage and the
Class B-5 Prepayment Percentage shall each be equal to zero with respect to such
Distribution Date.
(vi) if on any Distribution Date, any of the Subordinated
CitiCertificates are not entitled to distributions in reduction of Stated Amount
based on clause (ii) through (v) above and on such Distribution Date the Class M
CitiCertificates or the Subclasses of Class B CitiCertificates with lower
numerical designations are reduced to zero, the amount set forth in clauses (ii)
through
46
(v) will be determined based on the Stated Amounts of the Subordinated
CitiCertificates still outstanding.
(e) No Class A Subclass Interest Shortfall Amount, Class A Unpaid
Interest Shortfall, Unpaid PO Loss Amount, Class M Interest Shortfall, Class M
Unpaid Interest Shortfall, Class B-1, Class B-2, Class B-3, Class B-4 or Class
B-5 Interest Shortfall or Class B-1, Class B-2, Class B-3, Class B-4 or Class
B-5 Unpaid Interest Shortfall will itself bear interest.
Section 13.02. Allocation of Realized Losses; Recoveries.
(a) With respect to any Distribution Date prior to the Subordination
Depletion Date, the applicable Non-PO Percentage of the principal portion of
Realized Losses (other than Debt Service Reductions, Excess Special Hazard
Losses, Excess Fraud Losses and Excess Bankruptcy Losses) will be allocated as
follows:
first, to the Class B-5 CitiCertificates until their Class B
Subclass Stated Amount has been reduced to zero;
second, to the Class B-4 CitiCertificates until their Class B
Subclass Stated Amount has been reduced to zero;
third, to the Class B-3 CitiCertificates until their Class B
Subclass Stated Amount has been reduced to zero;
fourth, to the Class B-2 CitiCertificates until their Class B
Subclass Stated Amount has been reduced to zero;
fifth, to the Class B-1 CitiCertificates until their Class B
Subclass Stated Amount has been reduced to zero; and
sixth, to the Class M CitiCertificates until their Stated
Amount has been reduced to zero.
With respect to any Distribution Date, the applicable PO Percentage of
such losses will be allocated to the Stated Amount of the Class A-__
CitiCertificates.
With respect to any Distribution Date on or after the Subordination
Depletion Date, the applicable Non-PO Percentage of such losses will be
allocated to the Class A CitiCertificates (other than the Class A-__
CitiCertificates), based on their Class A Subclass Loss Percentage.
Notwithstanding the foregoing, on each Distribution Date so long as the Class
A-__ CitiCertificates are outstanding, the Class A-__ Loss Amount shall be
applied to reduce the Stated Amount of the Class A-__ CitiCertificates to the
extent of the Class A-__ Loss Allocation Amount.
This allocation of Realized Losses will be effected through the
reduction of the applicable Class or Subclass Stated Amount, as the case maybe.
[Subject to the terms of the Insurance Policy, any Realized Losses, including
Excess Special Hazard Losses, Excess Fraud Losses and Excess
47
Bankruptcy Losses (and excluding any Extraordinary Losses), allocated to the
Insured Certificates will be covered by an Insured Payment from the Insurer in
accordance with Section 12.08. If the Insurer fails to make an Insured Payment
then any losses allocated to the Insured Certificates will be allocated pro rata
among the Insured Certificates.]
Losses and delinquencies resulting from Extraordinary Events will be
allocated in the same manner as Excess Special Hazard Losses, Excess Fraud
Losses and Excess Bankruptcy Losses as set forth in Section 13.02(b).
(b) The principal portion of Excess Special Hazard Losses, Excess Fraud
Losses and Excess Bankruptcy Losses shall be allocated as follows: The
applicable PO Percentage of such Realized Losses shall be allocated to the Class
A-__ CitiCertificates and the applicable Non-PO Percentage of such Realized
Losses shall be allocated on a pro rata basis among the Class A Subclasses
(other than the Class A-__ CitiCertificates), Class M CitiCertificates and Class
B Subclasses based on the Stated Amount of each such Subclass or Class prior to
giving effect to distributions in reduction of Stated Amount on the relevant
Distribution Date (or, in the case of the Accrual CitiCertificates, their
initial Class A Subclass Stated Amount, if lower). [Realized Losses (excluding
any Extraordinary Losses) allocated to the Insured Certificates will be covered
by the Insurance Policy.]
(c) Any Realized Losses allocated to a Subclass of Class A or Class B
CitiCertificates or the Class M CitiCertificates pursuant to Section 13.02(a) or
Section 13.02(b) shall be allocated among the CitiCertificates of such Subclass
or Class based on their respective Stated Amounts.
(d) In the event that there is a recovery of an amount in respect of
principal which had previously been allocated as a Realized Loss to any one or
more Subclasses of Class A CitiCertificates, the Class M CitiCertificates or any
one or more Subclasses of Class B CitiCertificates, the amount of such recovery
shall be distributed to Holders of the Class A CitiCertificates in the same
manner as such loss was allocated to such Class A Subclass, but only if and to
the extent the Class A CitiCertificates had theretofore been allocated any
Realized Losses in respect of principal. The amount of such recovery allocated
to the Class A CitiCertificates (other than the Class A-__ CitiCertificates) is
referred to as the "Reimbursable Class A Non-PO Losses." The amount of such
recovery allocated to the Class A-__ CitiCertificates (exclusive of amounts in
respect of such a Realized Loss previously distributed in respect of the Class
A-__ CitiCertificates as reimbursement of Unpaid PO Loss Amounts) is referred to
as the "Reimbursable Class A PO Losses". Any remaining amount of any such
recovery shall be distributed to the Class M CitiCertificates but only if and to
the extent that the Class M CitiCertificates had theretofore been allocated any
Realized Losses ("Reimbursable Class M Losses"), then to the Class B-1
CitiCertificates but only if and to the extent that the Class B-1
CitiCertificates had theretofore been allocated any Realized Losses and then to
the Class B-2, Class B-3, Class B-4 and Class B-5 CitiCertificates in like
manner (collectively, the "Reimbursable Class B Losses"). A Subclass or Class of
CitiCertificates that is no longer outstanding shall not be entitled to any
share of any such recovery.
(e) The interest portion of Excess Special Hazard Losses, Excess Fraud
Losses and Excess Bankruptcy Losses shall be allocated pro rata among the
Classes of CitiCertificates based
48
on the amount of interest accrued on each such Class and among the Class A
Subclasses (other than the Class A-__ and Class A-__ CitiCertificates), the
Class M CitiCertificates and the Class B Subclasses, respectively, pro rata
based on the Class A Interest Amount, the Class M Interest Amount and the Class
B Interest Amount. Any such loss allocated to the Class A CitiCertificates shall
be allocated among the outstanding Subclasses of Class A CitiCertificates (other
than the Class A-__ and Class A-__ CitiCertificates) based on their Class A
Subclass Interest Percentages. Any such loss allocated to the Class B
CitiCertificates will be allocated among the outstanding Subclasses of Class B
CitiCertificates based on their Class B Subclass Interest Percentages. After the
Subordination Depletion Date, the interest portion of Realized Losses will be
allocated among the outstanding Subclasses of Class A CitiCertificates as
described above. [Subject to the terms of the Insurance Policy, all losses of
interest allocated to the Insured Certificates, including Excess Special Hazard
Losses, Excess Fraud Losses and Excess Bankruptcy Losses (and excluding
Extraordinary Losses), will be covered by an Insured Payment from the Insurer in
accordance with Section 12.08.]
(f) Realized Losses allocated in accordance with this Section 13.02
will be allocated on the Distribution Date in the month following the month in
which such loss was incurred and, in the case of the principal portion thereof,
(x) in the case of Excess Special Hazard Losses, Excess Fraud Losses and Excess
Bankruptcy Losses, prior to giving effect to distributions made under Section
13.01 on such Distribution Date and (y) in the case of all other Realized
Losses, giving effect to distributions made under Section 13.01 on such
Distribution Date.
(g) On each Distribution Date occurring subsequent to the Subordination
Depletion Date, the interest portion of Realized Losses and the interest portion
of Remittance Delinquencies not covered by Voluntary Advances, Trustee Advances,
Advance Account Advances or Certificate Account Advances with respect to such
Distribution Date will be allocated pro rata between the CitiCertificates (other
than the Class A-__ and A-__ CitiCertificates).
Section 13.03. [intentionally omitted] [Class L Regular Interests
Allocations and Distributions.]
[(a) On each Distribution Date, the Class L-1 Regular Interest
shall receive a distribution in respect of principal equal to the amount
distributed in reduction of the Stated Amounts of the Class A-__, Class A-__ and
Class A-__ CitiCertificates and the Class L-2 Regular Interest shall receive a
distribution in respect of principal equal to the amount distributed in
reduction of the Stated Amount of the Class A-__ CitiCertificates. As of any
date, the Stated Amount of the Class L-1 Regular Interest will equal the sum of
the Stated Amounts of the Class A-__, Class A-__ and Class A-__ CitiCertificates
and the Stated Amount of the Class L-2 Regular Interest will equal the Stated
Amount of the Class A-__ CitiCertificates.
On each Distribution Date, the Class L-1 Regular Interest shall receive
a distribution in respect of interest equal to the sum of the amounts
distributed in respect of interest to the Class A-__, Class A-__, Class A-__ and
Class A-__ CitiCertificates and the Class L-2 Regular Interest shall receive a
distribution in respect of interest equal to the sum of the amounts distributed
in respect of interest to the Class A-__ and Class A-__ CitiCertificates.
49
(b) With respect to any Distribution Date, the principal portion of
Realized Losses and recoveries attributable to previously allocated Realized
Losses will be allocated to the Class L-1 Regular Interest in the same manner as
losses and recoveries are allocated to the Class A-__, Class A-__ and Class A-__
CitiCertificates and will be allocated to the Class L-2 Regular Interest in the
same manner as losses and recoveries are allocated to the Class A-__
CitiCertificates.
With respect to any Distribution Date, the interest portion of Realized
Losses will be allocated to the Class L-1 Regular Interest in the same manner as
interest is allocated to the Class L-1 Regular Interest and to the Class L-2
Regular Interest in the same manner as interest is allocated to the Class L-2
Regular Interest.
(c) No interest shortfall amount or unpaid interest shortfall on any
Class L Regular Interest will bear interest.
(d) The Distribution Date Statement prepared by the Servicer pursuant
to Section 3.03(f) shall include the following additional information:
(i) the distributions of principal in reduction of the Stated
Amount of each Class L Regular Interest and the Stated Amount of each
Class L Regular Interest to the extent that it will remain outstanding
after giving effect to such distribution;
(ii) the amount of interest that has accrued on each Class L
Regular Interest and any Non-Supported Interest Shortfall allocated
thereto;
(iii) the amount of interest to be distributed on each Class L
Regular Interest;
(iv) the amount of the principal portion of Excess Special
Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses
allocable to each Class L Regular Interest; and
(v) the interest portion of Excess Special Hazard Losses,
excess Fraud Losses and Excess Bankruptcy Losses allocable to each
Class L Regular Interest.]
Section 13.04. Distributions on the Residual Certificates. Upon a
termination of the Trust in accordance with Section 9.01, the Class LR
Certificate shall receive all amounts remaining in the Certificate Account [and
the Retail Reserve Fund,] [and the Class R Certificate shall receive any amounts
remaining in the Upper-Tier REMIC Account] after all required distributions on
the CitiCertificates [and the Class L Regular Interests] [and to the Insurer]
have been made.
50
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective officers and their respective seals to be
hereunto affixed, all as of the day and year first above written.
CITICORP MORTGAGE SECURITIES, INC.
[SEAL]
By:_______________________________
[Senior] Vice President
[TRUSTEE], in its individual capacity and as
Trustee
[SEAL]
By:__________________________________
51
State of New York )
) ss.:
County of New York )
On the __th day of ____ 1999 before me, a notary public in and
for the State of New York, personally appeared ________ known to me who, being
by me duly sworn, did depose and say that he resides at New York, New York; that
he is a [Senior] Vice President of Citicorp Mortgage Securities, Inc., one of
the parties that executed the foregoing instrument; that he knows the seal of
said corporation; that the seal affixed to said instrument is such corporate
seal; that it was so affixed by authority of the Board of Directors of said
corporation; and that he signed his name thereto by like authority.
_______________________
Notary Public
[Notarial Seal]
52
State of New York )
) ss.:
County of New York )
On the __th day of ____ 1999 before me, a notary public in and
for the State of New York, personally appeared ______ known to me who, being by
me duly sworn, did depose and say that she resides at New York, New York; that
she is an Assistant Treasurer of [Trustee], a _____ banking corporation, one of
the parties that executed the foregoing instrument; that she knows the seal of
said banking corporation; that the seal affixed to said instrument is such seal;
that it was so affixed by authority of the Board of Directors of said banking
corporation; and that she signed her name thereto by like authority.
______________________
Notary Public
[Notarial Seal]
53
EXHIBIT A-1
[GENERAL FORM OF CLASS A CERTIFICATES]
THE PRINCIPAL AMOUNT OF THIS CLASS A CERTIFICATE IS DISTRIBUTABLE IN
INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING
PRINCIPAL AMOUNT OF THIS CLASS A CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL PRINCIPAL AMOUNT REPRESENTED HEREBY.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER 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 THE DEPOSITORY TRUST
COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.
REMIC PASS-THROUGH CERTIFICATES, SERIES 1999-__
SENIOR CLASS A-__ CERTIFICATE, ____% CERTIFICATE RATE
representing an ownership interest in a trust fund consisting
primarily of mortgage loans acquired by
CITICORP MORTGAGE SECURITIES, INC.
Certificate No. 1 Initial Principal Amount: $____________
________ Single Certificates
Last Scheduled
Distribution Date: ______ 25, 2029 CUSIP 172953
THIS CERTIFIES THAT, for value received Cede & Co. is the
registered Holder of the number of Single Certificates (each representing $1.00
Initial Principal Amount) set forth above, each representing an undivided
beneficial ownership interest in the trust fund (the "Trust Fund") created
pursuant to the Pooling and Servicing Agreement dated as of ______ 1, 1999 (the
"Agreement") between Citicorp Mortgage Securities, Inc. ("CMSI") and [Trustee],
in its individual capacity and as trustee (the "Trustee", which term includes
any successor trustee), the assets of which consist of (i) a pool of 20- to
30-year fixed-rate, conventional one- to four-family mortgage loans (the
"Mortgage Loans") originated or acquired by Citicorp Mortgage, Inc. ("CMI"),
(ii) funds in the Certificate Account and the Upper-Tier Remic Account
(including any investment of funds contained therein) and (iii) certain related
property. This Class A Certificate represents a "regular
1
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.
The registered Holder of this Class A Certificate is entitled
to receive from the Trustee distributions in reduction of Principal Amount on
the 25th day of each month commencing on the date determined as provided herein
or, if such day is not a Business Day, the Business Day next following such day
(each, a "Distribution Date"). Interest (computed on the basis of a 360-day year
consisting of twelve 30-day months) on the Principal Amount of this Class A
Certificate outstanding from time to time will be distributable for the period
from ______ 1, 1999, or such later time to which interest has been distributed,
until the Principal Amount has been reduced to zero, at the rate of
______________ percent (____%) per annum (net of any Non-Supported Interest
Shortfall and the interest portion of any Excess Special Hazard Losses, Excess
Fraud Losses and Excess Bankruptcy Losses allocable to this Certificate).
Interest distributable on this Class A Certificate on a Distribution Date will
be equal to the amount of interest that has accrued from the first through the
last day of the month preceding the month of each Distribution Date (the related
"Interest Accrual Period"), to the extent specified in the Agreement.
Distributions in reduction of Principal Amount on any Distribution Date will
stop accruing interest from the end of the related Interest Accrual Period. Each
such distribution in reduction of Principal Amount and of interest to Holders
will, as provided in the Agreement, be made to the Person in whose name this
Class A Certificate (or one or more Predecessor Certificates) is registered at
the close of business on the Record Date for such distribution, which shall be
the last Business Day of the month preceding the month in which the applicable
Distribution Date occurs. This Class A Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Class A Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
NEITHER THIS CLASS A 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 CLASS A CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR
OBLIGATION OF CMSI, CMI, CITIBANK, ANY AFFILIATES THEREOF, OR THEIR ULTIMATE
PARENT, CITIGROUP INC.
Reference is hereby made to the provisions of the Agreement,
and such further provisions shall for all purposes have the same effect as
though fully set forth at this place.
This Class A Certificate is one of a duly authorized issue of
certificates designated as set forth herein above as REMIC Pass-Through
Certificates, Series 1999-__ (the "Certificates"), consisting of one senior
Class, the Class A Certificates, consisting of _____ Subclasses of Certificates
(the "Class A Certificates"), one senior subordinated Class of Certificates (the
"Class M Certificates"), one subordinated Class, the Class B Certificates,
consisting of five Subclasses of Certificates (the "Class B Certificates"), and
one Class of residual certificates (the "Residual Certificates"). This Class A
Certificate represents the number of Single Certificates set forth herein above.
The Certificates are issued pursuant to the Agreement, to which Agreement
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of CMSI, the Trustee and the Holders
of the Certificates, and of the terms upon which
2
the Certificates are, and are to be, authenticated and delivered. Each
Certificate represents an ownership interest in the Trust Fund.
The aggregate amount distributable in reduction of Principal
Amount to Holders of the Class A Certificates on each Distribution Date shall be
equal to the Class A Principal Distribution Amount for such Distribution Date.
Distributions in reduction of Principal Amount of the Class A
Subclasses will be made as set forth in the Agreement.
The Class A Certificates are limited in right of payment to
payments and recoveries respecting the Mortgage Loans, all as more specifically
set forth herein and in the Agreement.
Distributions on this Class A Certificate will be made by
check mailed to the Person entitled thereto, as specified by such Person in
accordance with the terms of the Agreement or, if eligible for wire transfer in
accordance with the Agreement, by wire transfer; or by such other means as the
Person entitled thereto, the Paying Agent, the Trustee and CMSI shall agree.
Except as otherwise provided in the Agreement and notwithstanding the above, the
final distribution on this Class A Certificate will be made after due notice to
the Holder hereof of the pendency of such distribution and only upon
presentation and surrender of this Class A Certificate at the office or agency
specified in the notice of such distribution maintained for that purpose.
In the event that the 25th day of any month in which
distributions are required to be made on the Class A Certificates shall not be a
Business Day, then distributions need not be made on such date, but may be made
on the next succeeding Business Day with the same force and effect as if made on
such date or such other date on which distributions are required to be made, and
no additional interest shall accrue for any period as a result of distributions
being made on such next succeeding Business Day.
The Agreement generally permits the amendment thereof at any
time by CMSI and the Trustee with the consent of the Holders of Certificates
evidencing interests aggregating not less than 66 2/3% of the Voting Interests
of the Certificates materially and adversely affected by such amendment and, if
a Class of the Residual Certificates is materially and adversely affected by
such amendment, 66 2/3% of the Percentage Interest of each affected Class of the
Residual Certificates; however, amendments reducing the amount or delaying the
timing of distributions on the Certificates and certain other matters require
the consent of all Holders. Any such consent by the Holder of this Class A
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Class A Certificate and of any Class A Certificate issued upon
the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Class A Certificate. The Agreement
also permits the amendment thereof, in certain limited circumstances, without
the consent of any of the Holders of the Certificates.
As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Class A Certificate is
registrable in the Certificate Register upon surrender of this Class A
Certificate for registration of transfer, accompanied by a written instrument of
transfer in form satisfactory to CMSI, the Trustee and the Certificate
Registrar, duly executed by the Holder
3
hereof or such ▇▇▇▇▇▇'s attorney duly authorized in writing, and thereupon one
or more new Class A Certificates of authorized denominations evidencing the same
aggregate number of Single Certificates will be issued to the designated
transferee or transferees.
The Class A Certificates are issuable only as registered
Certificates without coupons. The denominations of this Subclass of the Class A
Certificates will be an Initial Principal Amount of $1,000 or any whole dollar
amount in excess thereof. As provided in the Agreement and subject to certain
limitations therein set forth, Class A Certificates are exchangeable for new
Class A Certificates of authorized denominations evidencing the same aggregate
number of Single Certificates, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of
transfer or exchange, but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith.
CMSI, the Trustee and the Certificate Registrar and any agent
of CMSI, the Trustee or the Certificate Registrar may treat the Person in whose
name this Class A Certificate is registered as the owner hereof for all
purposes, and neither CMSI, the Trustee, the Certificate Registrar nor any such
agent shall be affected by any notice to the contrary.
As of the Cut-Off Date, the latest scheduled maturity of any
Mortgage Loan in the Trust Fund was not later than ______ 1, 2029. The
obligations and responsibilities created by the Agreement and the Trust Fund
created thereby shall terminate upon payment to the Certificateholders, or
provision therefor, in accordance with the Agreement upon (a) the repurchase by
CMSI of all Mortgage Loans then outstanding and all property acquired in respect
of any other Mortgage Loan remaining in the Trust Fund at a price equal to the
sum of (i) 100% of the Adjusted Balance of each Mortgage Loan outstanding on the
first day of the month of repurchase (after giving effect to payments of
principal due on such first day) plus accrued and unpaid interest thereon at the
Net Note Rate per annum on the Mortgage Loans to but not including the Due Date
in the month in which the related distribution is made to Certificateholders,
after the deduction of related unreimbursed Trustee Advances made prior to the
month of repurchase (other than such payments and advances in respect of
interest in excess of the Net Note Rate per annum on the Mortgage Loans) and
(ii) the appraised value of any acquired property (less the good faith estimate
of CMSI of liquidation expenses to be incurred in connection with its disposal
thereof), such appraisal to be conducted by an appraiser mutually agreed upon by
CMSI and the Trustee, 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
Transfer Instrument in lieu of foreclosure of any such Mortgage Loan and (ii)
the payment to the Certificateholders of all amounts in the Certificate Account
and the Upper-Tier REMIC Account required to be paid to them pursuant to the
Agreement. The exercise of the right of CMSI to repurchase the Mortgage Loans
and property in respect of the Mortgage Loans will result in early retirement of
the Certificates, such right of CMSI to repurchase being subject to (i) the
aggregate Adjusted Balance of the Mortgage Loans at the time of repurchase being
less than 5% of the aggregate Adjusted Balance of the Mortgage Loans as of the
Cut-Off Date and (ii) receipt by the Trustee of an Opinion of Counsel or other
evidence satisfactory to it that such repurchase will be part of a "qualified
liquidation" within the meaning of Code Section 860F(a)(4)(A), will not
otherwise
4
adversely affect the status of the Upper-Tier REMIC or the Lower-Tier REMIC as a
REMIC and will not otherwise subject the Upper-Tier REMIC or the Lower-Tier
REMIC to any tax.
This Class A Certificate shall be governed by and construed in
accordance with the laws of the State of New York.
All terms used without definition in this Class A Certificate
which are defined in the Agreement have the meanings assigned to them in the
Agreement.
Unless the certificate of authentication hereon has been
executed by the Trustee or a duly authorized Authenticating Agent by manual
signature, this Class A Certificate shall not be entitled to any benefit under
the Agreement or be valid for any purpose.
5
IN WITNESS WHEREOF, Citicorp Mortgage Securities, Inc. has
caused this Class A Certificate to be duly executed under its official seal.
CITICORP MORTGAGE SECURITIES, INC.
By:_______________________________
Senior Vice President
[SEAL]
Attest:
_____________________________
Assistant Secretary
6
This is one of the Class A Certificates referred to in the within
mentioned Agreement.
[TRUSTEE],
as Trustee
By:____________________________
Authorized Signature
Date: __________, 1999
7
ABBREVIATIONS
The following abbreviations, when used in the inscription on
the face of this Class A 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 Class A Certificate, and all rights thereunder, hereby irrevocably
constituting and appointing
__________________________________________________
attorney to transfer said Class A 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.
8
EXHIBIT A-2
[FORM OF INTEREST-ONLY CLASS A CERTIFICATES]
THE NOTIONAL AMOUNT OF THIS CLASS A CERTIFICATE IS SUBJECT TO
REDUCTION AS DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.
ACCORDINGLY, THE OUTSTANDING NOTIONAL AMOUNT OF THIS CLASS A
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT
REPRESENTED HEREBY.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER 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 THE DEPOSITORY TRUST
COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.
REMIC PASS-THROUGH CERTIFICATES, SERIES 1999-__
SENIOR CLASS A-_ CERTIFICATE
____% CERTIFICATE RATE
representing an ownership interest in a trust fund consisting
primarily of mortgage loans acquired by
CITICORP MORTGAGE SECURITIES, INC.
Certificate No. 1 Initial Notional Amount: $________
________ Single Certificates
Last Scheduled
Distribution Date: ______ 25, 2029 CUSIP 172953
THIS CERTIFIES THAT, for value received Cede & ▇▇.▇▇ the
registered Holder of the number of Single Certificates (each representing $1.00
initial notional amount) set forth above, each representing an undivided
beneficial ownership interest in the trust fund (the "Trust Fund") created
pursuant to the Pooling and Servicing Agreement dated as of ______ 1, 1999 (the
"Agreement") between Citicorp Mortgage Securities, Inc. ("CMSI") and [TRUSTEE],
in its individual capacity and as trustee (the "Trustee", which term includes
any successor trustee), the assets of which consist of (i) a pool of 20- to
30-year fixed-rate, conventional one- to four-family mortgage loans (the
"Mortgage Loans") originated or acquired by Citicorp Mortgage, Inc. ("CMI"),
(ii) funds in the Certificate Account and the Upper-Tier Remic Account
(including any investment of funds contained therein) and (iii) certain related
property. This Class A Certificate represents a
1
"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.
The registered Holder of this Class A Certificate is entitled to
receive from the Trustee distributions of interest on the 25th day of each
month, commencing on the date determined as provided herein or, if such day is
not a Business Day, the Business Day next following such day (each, a
"Distribution Date"). This Class A-_ Certificate is an interest only certificate
and is not entitled to distributions in respect of principal. Interest (computed
on the basis of a 360-day year consisting of twelve 30-day months) on the Class
A-_ Notional Amount of this Class A Certificate outstanding from time to time
will be distributable for the period from ______ 1, 1999, or such later time to
which interest has been distributed, until the Class A-4 Notional Amount has
been reduced to zero, at the rate of ____% per annum (net of any Non-Supported
Interest Shortfall and the interest portion of any Excess Special Hazard Losses,
Excess Fraud Losses, and Excess Bankruptcy Losses allocable to this
Certificate). Interest distributable on this Class A Certificate on a
Distribution Date will be equal to the amount of interest that has accrued from
the first through the last day of the month preceding the month of each
Distribution (the related "Interest Accrual Period"), to the extent specified in
the Agreement. Each such distribution of interest to Holders will, as provided
in the Agreement, be made to the Person in whose name this Class A Certificate
(or one or more Predecessor Class A Certificates) is registered at the close of
business on the Record Date for such distribution, which shall be the last
Business Day of the month preceding the month in which the applicable
Distribution Date occurs. This Class A Certificate is issued and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Class A Certificate by virtue of the acceptance hereof assents
and by which such Holder is bound.
This Certificate is issued on ______ , 1999, at an issue price of
________% of the initial Class A-4 Notional Amount, including accrued interest,
and a stated redemption price at maturity equal to all interest distributions
hereon, and is issued with original issue discount ("OID") for federal income
tax purposes. Assuming that this Certificate pays in accordance with projected
cash flows reflecting the prepayment assumption of ___% of the Prepayment Model
(as defined in the Prospectus Supplement dated ______ , 1999 with respect to the
offering of the Class A, Class M, Class B-1 and Class B-2 Certificates) used to
price this Certificate: (i) the amount of OID as a percentage of the initial
Class A-4 Notional Amount of this Certificate is approximately ________%; (ii)
the annual yield to maturity of this Certificate, compounded monthly, is
approximately _____% and (iii) the amount of OID allocable to the short first
accrual period (________, 1999 to ______ 25, 1999) as a percentage of the
Initial Notional Amount of this Certificate, calculated using the exact method,
is approximately 0.______%.
NEITHER THIS CLASS A 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
CLASS A CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF CMSI,
CMI, CITIBANK, ANY AFFILIATES THEREOF, OR THEIR ULTIMATE PARENT, CITIGROUP INC.
Reference is hereby made to the provisions of the Agreement, and such
further provisions shall for all purposes have the same effect as though fully
set forth at this place.
2
This Class A Certificate is one of a duly authorized issue of
certificates designated as set forth herein above as REMIC Pass-Through
Certificates, Series 1999-__ (the "Certificates"), consisting of one senior
Class, the Class A Certificates, consisting of ______ Subclasses of Certificates
(the "Class A Certificates"), one senior subordinated Class of Certificates (the
"Class M Certificates"), one subordinated Class, the Class B Certificates,
consisting of five Subclasses of Certificates (the "Class B Certificates"), and
one Class of residual certificates (the "Residual Certificates"). This Class A
Certificate represents the number of Single Certificates set forth herein above.
The Certificates are issued pursuant to the Agreement, to which Agreement
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of CMSI, the Trustee and the Holders
of the Certificates, and of the terms upon which the Certificates are, and are
to be, authenticated and delivered. Each Certificate represents an ownership
interest in the Trust Fund.
The Class A Certificates are limited in right of payment to payments
and recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement.
Distributions on this Class A Certificate will be made by check mailed
to the Person entitled thereto, as specified by such Person in accordance with
the terms of the Agreement or, if eligible for wire transfer in accordance with
the Agreement, by wire transfer; or by such other means as the Person entitled
thereto, the Paying Agent, the Trustee and CMSI shall agree. Except as otherwise
provided in the Agreement and notwithstanding the above, the final distribution
on this Class A Certificate will be made after due notice to the Holder hereof
of the pendency of such distribution and only upon presentation and surrender of
this Class A Certificate at the office or agency specified in the notice of such
distribution maintained for that purpose.
In the event that the 25th day of any month in which distributions are
required to be made on the Class A Certificates, shall not be a Business Day,
then distributions need not be made on such date, but may be made on the next
succeeding Business Day with the same force and effect as if made on such date
or such other date on which distributions are required to be made, and no
additional interest shall accrue for any period as a result of distributions
being made on such next succeeding Business Day.
The Agreement generally permits the amendment thereof at any time by
CMSI and the Trustee with the consent of the Holders of Certificates evidencing
interests aggregating not less than 66 2/3% of the Voting Interests of the
Certificates materially and adversely affected by such amendment and, if a Class
of the Residual Certificates is materially and adversely affected by such
amendment, 66 2/3% of the Percentage Interest of each affected Class of the
Residual Certificates; however, amendments reducing the amount or delaying the
timing of distributions on the Certificates and certain other matters require
the consent of all Holders. Any such consent by the Holder of this Class A
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Class A Certificate and of any Class A Certificate issued upon
the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Class A Certificate. The Agreement
also permits the amendment thereof, in certain limited circumstances, without
the consent of any of the Holders of the Certificates.
3
As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Class A Certificate is registrable in the
Certificate Register upon surrender of this Class A Certificate for registration
of transfer, accompanied by a written instrument of transfer in form
satisfactory to CMSI, the Trustee and the Certificate Registrar, duly executed
by the Holder hereof or such Holder's attorney duly authorized in writing, and
thereupon one or more new Class A Certificates of authorized denominations
evidencing the same aggregate number of Single Certificates will be issued to
the designated transferee or transferees.
The Class A Certificates are issuable only as registered Certificates
without coupons. The denominations of this Subclass of the Class A Certificates
will be an initial notional amount of $1,000 or any whole dollar amount in
excess thereof. As provided in the Agreement and subject to certain limitations
therein set forth, Class A Certificates are exchangeable for new Class A
Certificates of authorized denominations evidencing the same aggregate number of
Single Certificates, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Certificate Registrar may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection therewith.
CMSI, the Trustee and the Certificate Registrar and any agent of CMSI,
the Trustee or the Certificate Registrar may treat the Person in whose name this
Class A Certificate is registered as the owner hereof for all purposes, and
neither CMSI, the Trustee, the Certificate Registrar nor any such agent shall be
affected by any notice to the contrary.
As of the Cut-Off Date, the latest scheduled maturity of any Mortgage
Loan in the Trust Fund was not later than ______ 1, 2029. The obligations and
responsibilities created by the Agreement and the Trust Fund created thereby
shall terminate upon payment to the Certificateholders, or provision therefor,
in accordance with the Agreement upon (a) the repurchase by CMSI of all Mortgage
Loans then outstanding and all property acquired in respect of any other
Mortgage Loan remaining in the Trust Fund at a price equal to the sum of (i)
100% of the Adjusted Balance of each Mortgage Loan outstanding on the first day
of the month of repurchase (after giving effect to payments of principal due on
such first day) plus accrued and unpaid interest thereon at the Net Note Rate
per annum on the Mortgage Loans to but not including the Due Date in the month
in which the related distribution is made to Certificateholders, after the
deduction of related unreimbursed Voluntary Advances and Affiliated Trustee
Advances made prior to the month of repurchase (other than such payments and
advances in respect of interest in excess of the Net Note Rate per annum on the
Mortgage Loans) and (ii) the appraised value of any acquired property (less the
good faith estimate of CMSI of liquidation expenses to be incurred in connection
with its disposal thereof), such appraisal to be conducted by an appraiser
mutually agreed upon by CMSI and the Trustee, 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 Transfer Instrument in lieu of foreclosure of
any such Mortgage Loan and (ii) the payment to the Certificateholders of all
amounts in the Certificate Account and the Upper-Tier REMIC Account required to
be paid to them pursuant to the Agreement. The exercise of the right of CMSI to
repurchase the Mortgage Loans and property in respect of the Mortgage Loans will
result in early retirement of the Certificates, such right of CMSI to repurchase
being
4
subject to (i) the aggregate Adjusted Balance of the Mortgage Loans at the time
of repurchase being less than 5% of the aggregate Adjusted Balance of the
Mortgage Loans as of the Cut-Off Date and (ii) receipt by the Trustee of an
Opinion of Counsel or other evidence satisfactory to it that such repurchase
will be part of a "qualified liquidation" within the meaning of Code Section
860F(a)(4)(A), will not otherwise adversely affect the status of the Upper-Tier
REMIC or the Lower-Tier REMIC as a REMIC and will not otherwise subject the
Upper-Tier REMIC or the Lower-Tier REMIC to any tax.
This Class A Certificate shall be governed by and construed in
accordance with the laws of the State of New York.
All terms used without definition in this Class A Certificate which are
defined in the Agreement have the meanings assigned to them in the Agreement.
Unless the certificate of authentication hereon has been executed by
the Trustee or a duly authorized Authenticating Agent by manual signature, this
Class A Certificate shall not be entitled to any benefit under the Agreement or
be valid for any purpose.
5
IN WITNESS WHEREOF, Citicorp Mortgage Securities, Inc. has caused this
Class A Certificate to be duly executed under its official seal.
CITICORP MORTGAGE SECURITIES, INC.
By:__________________________
Senior Vice President
[SEAL]
Attest:
_____________________________
Assistant Secretary
6
This is one of the Class A Certificates referred to in the within
mentioned Agreement.
[TRUSTEE],
as Trustee
By:__________________________
Authorized Signature
Date: ______ __, 1999
7
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this Class A 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 MinorsAct ___________________________________
(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 Class A Certificate, and all rights thereunder, hereby irrevocably
constituting and appointing
_______________________________________________
attorney to transfer said Class A 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.
8
EXHIBIT A-3
[FORM OF PRINCIPAL-ONLY CLASS A CERTIFICATES]
THE PRINCIPAL AMOUNT OF THIS CLASS A CERTIFICATE IS DISTRIBUTABLE IN
INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING
PRINCIPAL AMOUNT OF THIS CLASS A CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL PRINCIPAL AMOUNT REPRESENTED HEREBY.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER 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 THE DEPOSITORY TRUST
COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.
REMIC PASS-THROUGH CERTIFICATES, SERIES 1999-__
SENIOR CLASS A-__ CERTIFICATE
representing an ownership interest in a trust fund consisting
primarily of mortgage loans acquired by
CITICORP MORTGAGE SECURITIES, INC.
Certificate No. 1 Initial Principal Amount: $__________
__________ Single Certificates
Last Scheduled
Distribution Date: ______ 25, 2029 CUSIP 172953 ____
THIS CERTIFIES THAT, for value received Cede & Co. is the
registered Holder of the number of Single Certificates (each representing $1.00
Initial Principal Amount) set forth above, each representing an undivided
beneficial ownership interest in the trust fund (the "Trust Fund") created
pursuant to the Pooling and Servicing Agreement dated as of ______ 1, 1999 (the
"Agreement") between Citicorp Mortgage Securities, Inc. ("CMSI") and [TRUSTEE],
in its individual capacity and as trustee (the "Trustee", which term includes
any successor trustee), the assets of which consist of (i) a pool of 20- to
30-year fixed-rate, conventional one- to four-family mortgage loans (the
"Mortgage Loans") originated or acquired by Citicorp Mortgage, Inc. ("CMI"),
(ii) funds in the Certificate Account and the Upper-Tier Remic Account
(including any investment of funds contained therein) and (iii) certain related
property. This Class A Certificate represents a
1
"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.
The registered Holder of this Class A Certificate is entitled
to receive from the Trustee distributions in reduction of Principal Amount on
the 25th day of each month commencing on the date determined as provided herein
or, if such day is not a Business Day, the Business Day next following such day
(each, a "Distribution Date"). This Class A-__ Certificate is a principal only
certificate and is not entitled to distributions in respect of interest. Each
such distribution in reduction of Principal Amount to Holders will, as provided
in the Agreement, be made to the Person in whose name this Class A Certificate
(or one or more Predecessor Certificates) is registered at the close of business
on the Record Date for such distribution, which shall be the last Business Day
of the month preceding the month in which the applicable Distribution Date
occurs. This Class A Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Class A Certificate by virtue of the acceptance hereof assents and by which
such Holder is bound.
This Certificate is issued on ______ __, 1999, at an issue
price of _________%, and a stated redemption price at maturity equal to its
Initial Principal Amount, and is issued with original issue discount ("OID") for
federal income tax purposes. Assuming that this Certificate pays in accordance
with projected cash flows reflecting the prepayment assumption of ___% of the
Prepayment Model (as defined in the Prospectus Supplement dated ______ __, 1999
with respect to the offering of the Class A, Class M, Class B-1 and Class B-2
Certificates) used to price this Certificate: (i) the amount of OID as a
percentage of the Initial Principal Amount of this Certificate is approximately
________%; (ii) the annual yield to maturity of this Certificate, compounded
monthly, is approximately ____%; and (iii) the amount of the OID allocable to
the short first accrual period (______ __, 1999 to ______ 25, 1999), as a
percentage of the Initial Principal Amount of this Certificate, computed using
the exact method, is approximately 0._______%.
NEITHER THIS CLASS A 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 CLASS A CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR
OBLIGATION OF CMSI, CMI, CITIBANK, ANY AFFILIATES THEREOF, OR THEIR ULTIMATE
PARENT, CITIGROUP INC.
Reference is hereby made to the provisions of the Agreement,
and such further provisions shall for all purposes have the same effect as
though fully set forth at this place.
This Class A Certificate is one of a duly authorized issue of
certificates designated as set forth herein above as REMIC Pass-Through
Certificates, Series 1999-__ (the "Certificates"), consisting of one senior
Class, the Class A Certificates, consisting of ______ Subclasses of Certificates
(the "Class A Certificates"), one senior subordinated Class of Certificates (the
"Class M Certificates"), one subordinated Class, the Class B Certificates,
consisting of five Subclasses of Certificates (the "Class B Certificates"), and
one Class of residual certificates (the "Residual Certificates"). This Class A
Certificate represents the number of Single Certificates set forth herein above.
The Certificates are issued pursuant to the Agreement, to which Agreement
reference is
2
▇▇▇▇▇▇ made for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of CMSI, the Trustee and the Holders of the
Certificates, and of the terms upon which the Certificates are, and are to be,
authenticated and delivered. Each Certificate represents an ownership interest
in the Trust Fund.
The aggregate amount distributable in reduction of Principal
Amount to Holders of the Class A Certificates on each Distribution Date shall be
equal to the Class A Principal Distribution Amount for such Distribution Date.
Distributions in reduction of Principal Amount of the Class A
Subclasses will be made as set forth in the Agreement.
The Class A Certificates are limited in right of payment to
payments and recoveries respecting the Mortgage Loans, all as more specifically
set forth herein and in the Agreement.
Distributions on this Class A Certificate will be made by
check mailed to the Person entitled thereto, as specified by such Person in
accordance with the terms of the Agreement or, if eligible for wire transfer in
accordance with the Agreement, by wire transfer; or by such other means as the
Person entitled thereto, the Paying Agent, the Trustee and CMSI shall agree.
Except as otherwise provided in the Agreement and notwithstanding the above, the
final distribution on this Class A Certificate will be made after due notice to
the Holder hereof of the pendency of such distribution and only upon
presentation and surrender of this Class A Certificate at the office or agency
specified in the notice of such distribution maintained for that purpose.
In the event that the 25th day of any month in which
distributions are required to be made on the Class A Certificates shall not be a
Business Day, then distributions need not be made on such date, but may be made
on the next succeeding Business Day with the same force and effect as if made on
such date or such other date on which distributions are required to be made, and
no additional interest shall accrue for any period as a result of distributions
being made on such next succeeding Business Day.
The Agreement generally permits the amendment thereof at any
time by CMSI and the Trustee with the consent of the Holders of Certificates
evidencing interests aggregating not less than 66 2/3% of the Voting Interests
of the Certificates materially and adversely affected by such amendment and, if
a Class of the Residual Certificates is materially and adversely affected by
such amendment, 66 2/3% of the Percentage Interest of each affected Class of the
Residual Certificates; however, amendments reducing the amount or delaying the
timing of distributions on the Certificates and certain other matters require
the consent of all Holders. Any such consent by the Holder of this Class A
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Class A Certificate and of any Class A Certificate issued upon
the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Class A Certificate. The Agreement
also permits the amendment thereof, in certain limited circumstances, without
the consent of any of the Holders of the Certificates.
As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Class A Certificate is
registrable in the Certificate Register upon surrender of this
3
Class A Certificate for registration of transfer, accompanied by a written
instrument of transfer in form satisfactory to CMSI, the Trustee and the
Certificate Registrar, duly executed by the Holder hereof or such ▇▇▇▇▇▇'s
attorney duly authorized in writing, and thereupon one or more new Class A
Certificates of authorized denominations evidencing the same aggregate number of
Single Certificates will be issued to the designated transferee or transferees.
The Class A Certificates are issuable only as registered
Certificates without coupons. The denominations of this Subclass of the Class A
Certificates will be an Initial Principal Amount of $1,000 or any whole dollar
amount in excess thereof. As provided in the Agreement and subject to certain
limitations therein set forth, Class A Certificates are exchangeable for new
Class A Certificates of authorized denominations evidencing the same aggregate
number of Single Certificates, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of
transfer or exchange, but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith.
CMSI, the Trustee and the Certificate Registrar and any agent
of CMSI, the Trustee or the Certificate Registrar may treat the Person in whose
name this Class A Certificate is registered as the owner hereof for all
purposes, and neither CMSI, the Trustee, the Certificate Registrar nor any such
agent shall be affected by any notice to the contrary.
As of the Cut-Off Date, the latest scheduled maturity of any
Mortgage Loan in the Trust Fund was not later than ______ 1, 2029. The
obligations and responsibilities created by the Agreement and the Trust Fund
created thereby shall terminate upon payment to the Certificateholders, or
provision therefor, in accordance with the Agreement upon (a) the repurchase by
CMSI of all Mortgage Loans then outstanding and all property acquired in respect
of any other Mortgage Loan remaining in the Trust Fund at a price equal to the
sum of (i) 100% of the Adjusted Balance of each Mortgage Loan outstanding on the
first day of the month of repurchase (after giving effect to payments of
principal due on such first day) plus accrued and unpaid interest thereon at the
Net Note Rate per annum on the Mortgage Loans to but not including the Due Date
in the month in which the related distribution is made to Certificateholders,
after the deduction of related unreimbursed Trustee Advances made prior to the
month of repurchase (other than such payments and advances in respect of
interest in excess of the Net Note Rate per annum on the Mortgage Loans) and
(ii) the appraised value of any acquired property (less the good faith estimate
of CMSI of liquidation expenses to be incurred in connection with its disposal
thereof), such appraisal to be conducted by an appraiser mutually agreed upon by
CMSI and the Trustee, 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
Transfer Instrument in lieu of foreclosure of any such Mortgage Loan and (ii)
the payment to the Certificateholders of all amounts in the Certificate Account
and the Upper-Tier REMIC Account required to be paid to them pursuant to the
Agreement. The exercise of the right of CMSI to repurchase the Mortgage Loans
and property in respect of the Mortgage Loans will result in early retirement of
the Certificates, such right of CMSI to repurchase being subject to (i) the
aggregate Adjusted Balance of the Mortgage Loans at the time of repurchase being
less than 5% of the aggregate Adjusted Balance of the Mortgage Loans as of the
Cut-Off Date and (ii) receipt by the
4
Trustee of an Opinion of Counsel or other evidence satisfactory to it that such
repurchase will be part of a "qualified liquidation" within the meaning of Code
Section 860F(a)(4)(A), will not otherwise adversely affect the status of the
Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC and will not otherwise
subject the Upper-Tier REMIC or the Lower-Tier REMIC to any tax.
This Class A Certificate shall be governed by and construed in
accordance with the laws of the State of New York.
All terms used without definition in this Class A Certificate
which are defined in the Agreement have the meanings assigned to them in the
Agreement.
Unless the certificate of authentication hereon has been
executed by the Trustee or a duly authorized Authenticating Agent by manual
signature, this Class A Certificate shall not be entitled to any benefit under
the Agreement or be valid for any purpose.
5
IN WITNESS WHEREOF, Citicorp Mortgage Securities, Inc. has
caused this Class A Certificate to be duly executed under its official seal.
CITICORP MORTGAGE SECURITIES, INC.
By:_______________________________
Senior Vice President
[SEAL]
Attest:
____________________________
Assistant Secretary
6
This is one of the Class A Certificates referred to in the within
mentioned Agreement.
[TRUSTEE],
as Trustee
By:______________________
Authorized Signature
Date: ______ __, 1999
7
ABBREVIATIONS
The following abbreviations, when used in the inscription on
the face of this Class A 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 MinorsAct ___________________________________
(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 Class A Certificate, and all rights thereunder, hereby irrevocably
constituting and appointing
___________________________________________________________
attorney to transfer said Class A 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.
8
EXHIBIT A-5
[FORM OF RETAIL CLASS A CERTIFICATES]
THE PRINCIPAL AMOUNT OF THIS CLASS A CERTIFICATE IS DISTRIBUTABLE IN
INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING
PRINCIPAL AMOUNT OF THIS CLASS A CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL PRINCIPAL AMOUNT REPRESENTED HEREBY.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER 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 THE DEPOSITORY TRUST
COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.
REMIC PASS-THROUGH CERTIFICATES, SERIES 1999-__
SENIOR CLASS A-__ CERTIFICATE, ____% CERTIFICATE RATE
representing an ownership interest in a trust fund consisting
primarily of mortgage loans acquired by
CITICORP MORTGAGE SECURITIES, INC.
Certificate No. 1 Initial Principal Amount: $__________
__________ Single Certificates
Last Scheduled
Distribution Date: ______ 25, 2029 CUSIP 172953
THIS CERTIFIES THAT, for value received Cede & Co. is the
registered Holder of the number of Single Certificates (each representing $1.00
Initial Principal Amount) set forth above, each representing an undivided
beneficial ownership interest in the trust fund (the "Trust Fund") created
pursuant to the Pooling and Servicing Agreement dated as of ______ 1, 1999 (the
"Agreement") between Citicorp Mortgage Securities, Inc. ("CMSI") and [TRUSTEE],
in its individual capacity and as trustee (the "Trustee", which term includes
any successor trustee), the assets of which consist of (i) a pool of 20- to
30-year fixed-rate, conventional one- to four-family mortgage loans (the
"Mortgage Loans") originated or acquired by Citicorp Mortgage, Inc. ("CMI"),
(ii) funds in the Certificate Account and the Upper-Tier Remic Account
(including any investment of funds contained therein) and (iii) certain related
property. This Class A Certificate represents a
1
"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.
The registered Holder of this Class A Certificate is entitled
to receive from the Trustee distributions in reduction of Principal Amount on
the 25th day of each month commencing on the date determined as provided herein
or, if such day is not a Business Day, the Business Day next following such day
(each, a "Distribution Date"). Interest (computed on the basis of a 360-day year
consisting of twelve 30-day months) on the Principal Amount of this Class A
Certificate outstanding from time to time will be distributable for the period
from ______ 1, 1999, or such later time to which interest has been distributed,
until the Principal Amount has been reduced to zero, at the rate of six and
thirty one-hundredths percent (6.30%) per annum (net of any Non-Supported
Interest Shortfall and the interest portion of any Excess Special Hazard Losses,
Excess Fraud Losses and Excess Bankruptcy Losses allocable to this Certificate).
Interest distributable on this Class A Certificate on a Distribution Date will
be equal to the amount of interest that has accrued from the first through the
last day of the month preceding the month of each Distribution Date (the related
"Interest Accrual Period"), to the extent specified in the Agreement.
Distributions in reduction of Principal Amount on any Distribution Date will
stop accruing interest from the end of the related Interest Accrual Period. Each
such distribution in reduction of Principal Amount and of interest to Holders
will, as provided in the Agreement, be made to the Person in whose name this
Class A Certificate (or one or more Predecessor Certificates) is registered at
the close of business on the Record Date for such distribution, which shall be
the last Business Day of the month preceding the month in which the applicable
Distribution Date occurs. This Class A Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Class A Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
NEITHER THIS CLASS A 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 CLASS A CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR
OBLIGATION OF CMSI, CMI, CITIBANK, ANY AFFILIATES THEREOF, OR THEIR ULTIMATE
PARENT, CITICORP.
Reference is hereby made to the provisions of the Agreement,
and such further provisions shall for all purposes have the same effect as
though fully set forth at this place.
This Class A Certificate is one of a duly authorized issue of
certificates designated as set forth herein above as REMIC Pass-Through
Certificates, Series 1999-__ (the "Certificates"), consisting of one senior
Class, the Class A Certificates, consisting of twelve Subclasses of Certificates
(the "Class A Certificates"), one senior subordinated Class of Certificates (the
"Class M Certificates"), one subordinated Class, the Class B Certificates,
consisting of five Subclasses of Certificates (the "Class B Certificates"), and
one Class of residual certificates (the "Residual Certificates"). This Class A
Certificate represents the number of Single Certificates set forth herein above.
The Certificates are issued pursuant to the Agreement, to which Agreement
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of CMSI, the Trustee and the Holders
of the Certificates, and of the terms upon which
2
the Certificates are, and are to be, authenticated and delivered. Each
Certificate represents an ownership interest in the Trust Fund.
The aggregate amount distributable in reduction of Principal
Amount to Holders of the Class A Certificates on each Distribution Date shall be
equal to the Class A Principal Distribution Amount for such Distribution Date.
Distributions in reduction of Principal Amount of the Class A
Subclasses will be made as set forth in the Agreement.
Prior to the earlier to occur of (i) the Subordination
Depletion Date and (ii) the failure of MBIA Insurance Corporation (the
"Insurer") to make an Insured Payment (as defined in the Agreement),
distributions in reduction of the Principal Amount of this Class A-__
Certificate will be made only in lots equal to $1,000 initial Principal Amount
and in accordance with the priorities and procedures set forth in Section 12.07
of the Agreement (i) at the request of Deceased Holders, (ii) at the request of
Beneficial Owners other than Deceased Holders and (iii) by random lot.
Any Non-Supported Interest Shortfall allocated to the Class
A-__ Certificates will be covered, to the extent available, by funds in the
Reserve Fund, to the extent described in the Agreement and then by the Policy
described below.
The Class A-__ Certificates will be entitled to the benefits
of a certificate guaranty insurance policy issued by the Insurer (the "Policy")
to the extent described in the Agreement.
The Class A Certificates are limited in right of payment to
payments and recoveries respecting the Mortgage Loans, all as more specifically
set forth herein and in the Agreement.
Distributions on this Class A Certificate will be made by
check mailed to the Person entitled thereto, as specified by such Person in
accordance with the terms of the Agreement or, if eligible for wire transfer in
accordance with the Agreement, by wire transfer; or by such other means as the
Person entitled thereto, the Paying Agent, the Trustee and CMSI shall agree.
Except as otherwise provided in the Agreement and notwithstanding the above, the
final distribution on this Class A Certificate will be made after due notice to
the Holder hereof of the pendency of such distribution and only upon
presentation and surrender of this Class A Certificate at the office or agency
specified in the notice of such distribution maintained for that purpose.
In the event that the 25th day of any month in which
distributions are required to be made on the Class A Certificates shall not be a
Business Day, then distributions need not be made on such date, but may be made
on the next succeeding Business Day with the same force and effect as if made on
such date or such other date on which distributions are required to be made, and
no additional interest shall accrue for any period as a result of distributions
being made on such next succeeding Business Day.
The Agreement generally permits the amendment thereof at any
time by CMSI and the Trustee with the consent of the Holders of Certificates
evidencing interests aggregating not less than 66 2/3% of the Voting Interests
of the Certificates materially and adversely affected by such
3
amendment and, if a Class of the Residual Certificates is materially and
adversely affected by such amendment, 66 2/3% of the Percentage Interest of each
affected Class of the Residual Certificates; however, amendments reducing the
amount or delaying the timing of distributions on the Certificates and certain
other matters require the consent of all Holders. Any such consent by the Holder
of this Class A Certificate shall be conclusive and binding on such Holder and
upon all future Holders of this Class A Certificate and of any Class A
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Class A
Certificate. The Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of any of the Holders of the
Certificates.
As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Class A Certificate is
registrable in the Certificate Register upon surrender of this Class A
Certificate for registration of transfer, accompanied by a written instrument of
transfer in form satisfactory to CMSI, the Trustee and the Certificate
Registrar, duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Class A Certificates of
authorized denominations evidencing the same aggregate number of Single
Certificates will be issued to the designated transferee or transferees.
The Class A Certificates are issuable only as registered
Certificates without coupons. The denominations of this Subclass of the Class A
Certificates will be an Initial Principal Amount of $1,000 or any whole dollar
amount in excess thereof. As provided in the Agreement and subject to certain
limitations therein set forth, Class A Certificates are exchangeable for new
Class A Certificates of authorized denominations evidencing the same aggregate
number of Single Certificates, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of
transfer or exchange, but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith.
CMSI, the Trustee and the Certificate Registrar and any agent
of CMSI, the Trustee or the Certificate Registrar may treat the Person in whose
name this Class A Certificate is registered as the owner hereof for all
purposes, and neither CMSI, the Trustee, the Certificate Registrar nor any such
agent shall be affected by any notice to the contrary.
As of the Cut-Off Date, the latest scheduled maturity of any
Mortgage Loan in the Trust Fund was not later than ______ 1, 2029. The
obligations and responsibilities created by the Agreement and the Trust Fund
created thereby shall terminate upon payment to the Certificateholders, or
provision therefor, in accordance with the Agreement upon (a) the repurchase by
CMSI of all Mortgage Loans then outstanding and all property acquired in respect
of any other Mortgage Loan remaining in the Trust Fund at a price equal to the
sum of (i) 100% of the Adjusted Balance of each Mortgage Loan outstanding on the
first day of the month of repurchase (after giving effect to payments of
principal due on such first day) plus accrued and unpaid interest thereon at the
Net Note Rate per annum on the Mortgage Loans to but not including the Due Date
in the month in which the related distribution is made to Certificateholders,
after the deduction of related unreimbursed Trustee Advances made prior to the
month of repurchase (other than such payments and advances in respect of
interest in excess of the Net Note Rate per annum on the Mortgage Loans)
4
and (ii) the appraised value of any acquired property (less the good faith
estimate of CMSI of liquidation expenses to be incurred in connection with its
disposal thereof), such appraisal to be conducted by an appraiser mutually
agreed upon by CMSI and the Trustee, 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 Transfer Instrument in lieu of foreclosure of any such
Mortgage Loan and (ii) the payment to the Certificateholders of all amounts in
the Certificate Account and the Upper-Tier REMIC Account required to be paid to
them pursuant to the Agreement. The exercise of the right of CMSI to repurchase
the Mortgage Loans and property in respect of the Mortgage Loans will result in
early retirement of the Certificates, such right of CMSI to repurchase being
subject to (i) the aggregate Adjusted Balance of the Mortgage Loans at the time
of repurchase being less than 5% of the aggregate Adjusted Balance of the
Mortgage Loans as of the Cut-Off Date and (ii) receipt by the Trustee of an
Opinion of Counsel or other evidence satisfactory to it that such repurchase
will be part of a "qualified liquidation" within the meaning of Code Section
860F(a)(4)(A), will not otherwise adversely affect the status of the Upper-Tier
REMIC or the Lower-Tier REMIC as a REMIC and will not otherwise subject the
Upper-Tier REMIC or the Lower-Tier REMIC to any tax.
This Class A Certificate shall be governed by and construed in
accordance with the laws of the State of New York.
All terms used without definition in this Class A Certificate
which are defined in the Agreement have the meanings assigned to them in the
Agreement.
Unless the certificate of authentication hereon has been
executed by the Trustee or a duly authorized Authenticating Agent by manual
signature, this Class A Certificate shall not be entitled to any benefit under
the Agreement or be valid for any purpose.
5
IN WITNESS WHEREOF, Citicorp Mortgage Securities, Inc. has
caused this Class A Certificate to be duly executed under its official seal.
CITICORP MORTGAGE SECURITIES, INC.
By:________________________________
Senior Vice President
[SEAL]
Attest:
___________________________
Assistant Secretary
6
This is one of the Class A Certificates referred to in the within
mentioned Agreement.
[TRUSTEE],
as Trustee
By:______________________________
Authorized Signature
Date: ______ __, 1999
7
ABBREVIATIONS
The following abbreviations, when used in the inscription on
the face of this Class A 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 Class A Certificate, and all rights thereunder, hereby irrevocably
constituting and appointing
___________________________________________
attorney to transfer said Class A 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.
8
EXHIBIT A-6
[FORM OF CLASS A-IO CERTIFICATE]
THIS CLASS A-IO CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED
TO ANY PERSON WHICH IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA") OR SECTION 4925 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 5.02 OF THE AGREEMENT
DESCRIBED HEREIN.
THIS CLASS A-IO 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.
THE NOTIONAL AMOUNT OF THIS CLASS A-IO CERTIFICATE IS SUBJECT TO
REDUCTION FROM TIME TO TIME. ACCORDINGLY, THE OUTSTANDING
NOTIONAL AMOUNT OF THIS CLASS A-IO CERTIFICATE AT ANY TIME MAY BE
LESS THAN THE INITIAL NOTIONAL AMOUNT REPRESENTED HEREBY.
REMIC PASS-THROUGH CERTIFICATES, SERIES 1999-__
CLASS A-IO CERTIFICATE
representing an ownership interest in a trust fund consisting
primarily of mortgage loans acquired by
CITICORP MORTGAGE SECURITIES, INC.
Certificate No. 1 Initial Notional Amount: $_______________
_______________ Single Certificates
Last Scheduled
Distribution Date: ______ 25, 2029
1
THIS CERTIFIES THAT, for value received, [Citicorp Mortgage,
Inc] is the registered Holder of the number of Single Certificates (each
representing $1.00 undivided interest in amounts distributable from time to time
hereon) set forth above, each representing an undivided beneficial ownership
interest in the trust fund (the "Trust Fund") created pursuant to the Pooling
and Servicing Agreement dated as of ______ 1, 1999 (the "Agreement") between
Citicorp Mortgage Securities, Inc. ("CMSI") and [TRUSTEE], in its individual
capacity and as trustee (the "Trustee", which term includes any successor
trustee), the assets of which consist of (i) a pool of 20- to 30-year
fixed-rate, conventional one- to four-family mortgage loans (the "Mortgage
Loans") originated or acquired by Citicorp Mortgage, Inc. ("CMI"), (ii) funds in
the Certificate Account (including any investment of funds contained therein)
and (iii) certain related property. This Class A-IO Certificate represents 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.
The registered Holder of this Class A-IO Certificate is
entitled to receive from the Trustee distributions of interest, in an amount
equal to the Distributable Class A-IO Interest Amount, determined as provided in
the Agreement, on the 25th day of each month commencing on the date determined
as provided herein or, if such day is not a Business Day, the Business Day next
following such day (each, a "Distribution Date"). This Class A-IO Certificate is
an interest only certificate and is not entitled to distributions in respect of
principal. Each such distribution of interest to Holders will, as provided in
the Agreement, be made to the Person in whose name this Class A-IO Certificate
(or one or more Predecessor Certificates) is registered at the close of business
on the Record Date for such distribution, which shall be the last Business Day
of the month preceding the month in which the applicable Distribution Date
occurs. This Class A-IO Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Class A-IO Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
This Certificate is issued on ________, 1999, and at an issue
price of _______% of the initial Class A-IO Notional Amount, including accrued
interest, and a stated redemption price at maturity equal to all interest
distributions hereon, and is issued with original issue discount ("OID") for
federal income tax purposes. Assuming that (a) this Certificate pays in
accordance with projected cash flows reflecting the prepayment assumption of
____% of the Prepayment Model (as defined in the Prospectus Supplement dated
______, 1999 with respect to the offering of the Class A, Class M, Class B-1 and
Class B-2 Certificates) used to price this Certificate and (b) that the
pass-through rate hereon changes in accordance with such prepayment assumption:
(i) the amount of OID as a percentage of the initial Class A-IO Notional Amount
is approximately 0.________%; (ii) the annual yield to maturity of this
Certificate, compounded monthly, is approximately ____%; and (iii) the amount of
OID allocable to the short first accrual period (________, 1999 to ______ 25,
1999), as a percentage of the Initial Class A-IO Notional Amount, computed using
the exact method, is approximately 0.______%.
NEITHER THIS CLASS A-IO 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 CLASS A-IO CERTIFICATE
2
DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF CMSI, CMI, CITIBANK, ANY
AFFILIATES THEREOF, OR THEIR ULTIMATE PARENT, CITIGROUP INC.
Reference is hereby made to the provisions of the Agreement,
and such further provisions shall for all purposes have the same effect as
though fully set forth at this place.
This Class A-IO Certificate is one of a duly authorized issue
of certificates designated as set forth herein above as REMIC Pass-Through
Certificates, Series 1999-__ (the "Certificates"). The Certificates are issued
pursuant to the Agreement, to which reference is hereby made for a statement of
the respective rights, limitations of rights, duties and immunities thereunder
of CMSI, the Trustee and the Holders of the Certificates, and of the terms upon
which the Certificates are, and are to be, authenticated and delivered. This
Class A-IO Certificate represents the number of Single Certificates set forth
herein above. Each Certificate represents an ownership interest in the Trust
Fund.
The Class A-IO Certificates are limited in right of payment to
payments and recoveries respecting the Mortgage Loans, all as more specifically
set forth herein and in the Agreement.
Distributions on this Class A-IO Certificate will be made by
check mailed to the Person entitled thereto, as specified by such Person in
accordance with the terms of the Agreement or, if eligible for wire transfer in
accordance with the Agreement, by wire transfer; or by such other means as the
Person entitled thereto, the Paying Agent, the Trustee and CMSI shall agree.
Except as otherwise provided in the Agreement and notwithstanding the above, the
final distribution on this Class A-IO Certificate will be made after due notice
to the Holder hereof of the pendency of such distribution and only upon
presentation and surrender of this Class A-IO Certificate at the office or
agency specified in the notice of such distribution maintained for that purpose.
In the event that the 25th day of any month in which
distributions are required to be made on the Class A-IO Certificates, shall not
be a Business Day, then distributions need not be made on such date, but may be
made on the next succeeding Business Day with the same force and effect as if
made on such date or such other date on which distributions are required to be
made, and no additional interest shall accrue for any period as a result of
distributions being made on such next succeeding Business Day.
The Agreement generally permits the amendment thereof at any
time by CMSI and the Trustee with the consent of the Holders of Certificates
evidencing interests aggregating not less than 66 2/3% of the Voting Interests
of the Certificates materially and adversely affected by such amendment and, if
a Class of the Residual Certificates is materially and adversely affected by
such amendment, 66 2/3% of the Percentage Interests of each affected Class of
the Residual Certificates; however, amendments reducing the amount or delaying
the timing of distributions on the Certificates and certain other matters
require the consent of all Holders. Any such consent by the Holder of this Class
A-IO Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Class A-IO Certificate and of any Class A-IO Certificate
issued upon the transfer hereof or in exchange herefor or in lieu hereof whether
or not notation of such consent is made upon this Class
3
A-IO Certificate. The Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of any of the Holders of the
Certificates.
As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Class A-IO Certificate is
registrable in the Certificate Register upon surrender of this Class A-IO
Certificate for registration of transfer, accompanied by a written instrument of
transfer in form satisfactory to CMSI, the Trustee and the Certificate
Registrar, duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Class A-IO Certificates of
authorized denominations evidencing the same aggregate number of Single
Certificates will be issued to the designated transferee or transferees.
The Class A-IO Certificates are issuable only as registered
Certificates without coupons. The denominations of this Subclass of the Class
A-IO Certificates will be $1,000 initial notional amount or any whole dollar
amounts in excess thereof, except that one Certificate of this Class may be in a
different denomination. As provided in the Agreement and subject to certain
limitations therein set forth, Class A-IO Certificates are exchangeable for new
Class A-IO Certificates of authorized denominations evidencing the same
aggregate number of Single Certificates, as requested by the Holder surrendering
the same.
No service charge will be made for any such registration of
transfer or exchange, but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith.
CMSI, the Trustee and the Certificate Registrar and any agent
of CMSI, the Trustee or the Certificate Registrar may treat the Person in whose
name this Class A-IO Certificate is registered as the owner hereof for all
purposes, and neither CMSI, the Trustee, the Certificate Registrar nor any such
agent shall be affected by any notice to the contrary.
As of the Cut-Off Date, the latest scheduled maturity of any
Mortgage Loan in the Trust Fund was not later than ______ 1, 2029. The
obligations and responsibilities created by the Agreement and the Trust Fund
created thereby shall terminate upon payment to the Certificateholders, or
provision therefor, in accordance with the Agreement upon (a) the repurchase by
CMSI of all Mortgage Loans then outstanding and all property acquired in respect
of any other Mortgage Loan remaining in the Trust Fund at a price equal to the
sum of (i) 100% of the Adjusted Balance of each Mortgage Loan outstanding on the
first day of the month of repurchase (after giving effect to payments of
principal due on such first day) plus accrued and unpaid interest thereon at the
Net Note Rate per annum on the Mortgage Loans to but not including the Due Date
in the month in which the related distribution is made to Certificateholders,
after the deduction of related unreimbursed Trustee Advances made prior to the
month of repurchase (other than such payments and advances in respect of
interest in excess of the Net Note Rate per annum on the Mortgage Loans) and
(ii) the appraised value of any acquired property (less the good faith estimate
of CMSI of liquidation expenses to be incurred in connection with its disposal
thereof), such appraisal to be conducted by an appraiser mutually agreed upon by
CMSI and the Trustee, 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
Transfer Instrument in lieu of foreclosure of any such Mortgage Loan and (ii)
the payment to the
4
Certificateholders of all amounts in the Certificate Account and the Upper-Tier
REMIC Account required to be paid to them pursuant to the Agreement. The
exercise of the right of CMSI to repurchase the Mortgage Loans and property in
respect of the Mortgage Loans will result in early retirement of the
Certificates, such right of CMSI to repurchase being subject to (i) the
aggregate Adjusted Balance of the Mortgage Loans at the time of repurchase being
less than 5% of the aggregate Adjusted Balance of the Mortgage Loans as of the
Cut-Off Date and (ii) receipt by the Trustee of an Opinion of Counsel or other
evidence satisfactory to it that such repurchase will be part of a "qualified
liquidation" within the meaning of Code Section 860F(a)(4)(A), will not
otherwise adversely affect the status of the Upper-Tier REMIC or the Lower-Tier
REMIC as a REMIC and will not otherwise subject the Upper-Tier REMIC or the
Lower-Tier REMIC to any tax.
This Class A-IO Certificate shall be governed by and construed
in accordance with the laws of the State of New York.
All terms used without definition in this Class A-IO
Certificate which are defined in the Agreement have the meanings assigned to
them in the Agreement.
Unless the certificate of authentication hereon has been
executed by the Trustee or a duly authorized Authenticating Agent by manual
signature, this Class A-IO Certificate shall not be entitled to any benefit
under the Agreement or be valid for any purpose.
5
IN WITNESS WHEREOF, Citicorp Mortgage Securities, Inc. has
caused this Class A-IO Certificate to be duly executed under its official seal.
CITICORP MORTGAGE SECURITIES, INC.
By:_______________________________
Senior Vice President
[SEAL]
Attest:
____________________________
Assistant Secretary
6
This is one of the Class A-IO Certificates referred to in the within
mentioned Agreement.
[TRUSTEE],
as Trustee
By:_______________________________
Authorized Signature
Date: ___________, 1999
7
ABBREVIATIONS
The following abbreviations, when used in the inscription on
the face of this Class A 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 MinorsAct ___________________________________
(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 Class A Certificate, and all rights thereunder, hereby irrevocably
constituting and appointing
________________________________________
attorney to transfer said Class A 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.
8
EXHIBIT A-7
[FORM OF CLASS M CERTIFICATE]
THIS CLASS M CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENTS TO THE
CLASS A CERTIFICATES AS DESCRIBED IN THE AGREEMENT REFERRED TO
HEREIN. THIS CLASS M CERTIFICATE MAY NOT BE PURCHASED BY OR
TRANSFERRED TO ANY PERSON WHICH 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 5.02 OF THE AGREEMENT
DESCRIBED HEREIN.
REMIC PASS-THROUGH CERTIFICATES, SERIES 1999-__
SENIOR SUBORDINATED CLASS M CERTIFICATE
____% CERTIFICATE RATE
representing an ownership interest in a trust fund
consisting primarily of mortgage loans
acquired by
CITICORP MORTGAGE SECURITIES, INC.
Certificate No. 1 Initial Principal Amount: $___________
_________ Single Certificates
Last Scheduled Distribution
Date: _______ 25, 2029 CUSIP 172953
THIS CERTIFIES THAT, for value received, _______________. is
the registered Holder of the number of Single Certificates (each representing
$1,000.00 Initial Principal Amount) set forth above, each representing an
undivided beneficial ownership interest in the trust fund (the "Trust Fund")
created pursuant to the Pooling and Servicing Agreement dated as of _______ 1,
1999 (the "Agreement") between Citicorp Mortgage Securities, Inc. ("CMSI") and
[TRUSTEE], in its individual capacity and as trustee (the "Trustee", which term
includes any successor trustee), the assets of which consist of (i) a pool of
fixed-rate, conventional one- to four-family mortgage loans (the "Mortgage
Loans") originated or acquired by Citicorp Mortgage, Inc. ("CMI"), with a final
maturity of greater than 15 but not more than 30 years, (ii) funds in the
Certificate Account (including any investment of funds contained therein) and
(iii) certain related property. This Class
1
M Certificate represents 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.
The registered Holder of this Class M Certificate is entitled,
subject to the provisions herein, to receive from the Trustee on the 25th day of
each month or, if such day is not a Business Day, the Business Day next
following such day (each a "Distribution Date"), commencing in _______ 1999,
such distributions as are described herein subject to the limitations and
priorities set forth in the Agreement. Each such distribution to Holders will,
as provided in the Agreement, be made to the Person in whose name this Class M
Certificate (or one or more Predecessor Class M Certificates) is registered at
the close of business on the Record Date for such distribution, which shall be
the last Business Day of the month next preceding the month of such Distribution
Date. This Class M Certificate is issued under and is subject to the terms,
provisions and conditions of such Agreement, to which Agreement the Holder of
this Class M Certificate by virtue of the acceptance hereof assents and by which
such Holder is bound.
This Class M Certificate is one of a duly authorized issue of
Certificates designated as set forth above (the "Certificates"), issued pursuant
to the Agreement, to which Agreement reference is hereby made for a statement of
the respective rights, limitations of rights, duties and immunities thereunder
of CMSI, the Trustee and the Holders of the Certificates, and of the terms upon
which the Certificates are, and are to be, authenticated and delivered. The
Holder of this Class M Certificate shall have the right to receive on each
Distribution Date its pro rata share of the Class M Interest Amount and the
amount distributable to the Class M Certificates on such Distribution Date in
reduction of the Principal Amount thereof (in each case subject to the
priorities and to the extent provided in the Agreement).
Notwithstanding the above, the rights of Holders of Class M
Certificates to receive distributions in respect of interest and in reduction of
Principal Amount on any Distribution Date shall be subordinated to the rights of
the Holders of the Class A Certificates to the extent of the Class M Interest
Amount and the Principal Amount of the Class M Certificates with respect to such
Distribution Date.
The Class M Certificates are limited in right of payment to
payments and recoveries respecting the Mortgage Loans, all as more specifically
set forth herein and in the Agreement.
Distributions on this Class M Certificate will be made by
check mailed to the Person entitled thereto, as specified by such Person in
accordance with the terms of the Agreement or, if eligible for wire transfer in
accordance with the Agreement, by wire transfer or by such other means as the
Person entitled thereto, the Paying Agent, the Trustee and CMSI shall agree.
Except as otherwise provided in the Agreement and notwithstanding the above, the
final distribution on this Class M Certificate will be made after due notice to
the Holder hereof of the pendency of such distribution and only upon
presentation and surrender of this Class M Certificate at the office or agency
specified in the notice of final payment maintained for that purpose.
The Agreement generally permits the amendment thereof at any
time by CMSI and the Trustee with the consent of the Holders of Certificates
evidencing interests aggregating not less than 66 2/3% of the Voting Interests
of the Certificates materially and adversely affected by such
2
amendment and, if the Residual Certificates are materially and adversely
affected by such amendment, 66 2/3% of the Percentage Interests of the Residual
Certificates; however, amendments reducing the amount or delaying the timing of
distributions on the Certificates and certain other matters require the consent
of all Holders. Any such consent by the Holder of this Class M Certificate shall
be conclusive and binding on such Holder and upon all future Holders of this
Class M Certificate and of any Class M Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Class M Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of the
Holders of any of the Certificates.
As provided in the Agreement and subject to certain
limitations therein and herein set forth, the transfer of this Class M
Certificate is registrable in the Certificate Register upon surrender of this
Class M Certificate for registration of transfer, accompanied by a written
instrument of transfer in form satisfactory to CMSI, the Trustee and the
Certificate Registrar, duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Class M
Certificates of authorized denominations evidencing the same aggregate number of
Single Certificates will be issued to the designated transferee or transferees.
The Class M Certificates are issuable only as registered
Certificates without coupons in authorized Denominations of $1,000 Initial
Principal Amount or any whole dollar amount in excess thereof. As provided in
the Agreement and subject to certain limitations therein set forth, Class M
Certificates are exchangeable for new Class M Certificates of authorized
interests evidencing the same aggregate number of Single Certificates, as
requested by the Holder surrendering the same.
No service charge will be made for any such registration of
transfer or exchange, but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith.
CMSI, the Trustee and the Certificate Registrar and any agent
of CMSI, the Trustee or the Certificate Registrar may treat the Person in whose
name this Class M Certificate is registered as the owner hereof for all
purposes, and neither CMSI, the Trustee, the Certificate Registrar nor any such
agent shall be affected by any notice to the contrary.
This Certificate is issued on _______ __, 1999, at an issue
price of ________%, including accrued interest, and a Principal redemption price
at maturity equal to its Initial Principal Amount, and is issued with original
issue discount ("OID") for federal income tax purposes. Assuming that this
Certificate pays in accordance with projected cash flows reflecting the
prepayment assumption of ___% of the Prepayment Model (as defined in the
Prospectus Supplement dated _______ __, 1999 with respect to the offering of the
Class A, Class M, Class B-1 and Class B-2 Certificates) used to price this
Certificate: (i) the amount of OID as a percentage of the Initial Principal
Amount of this Certificate is approximately_______%; and (ii) the annual yield
to maturity of this Certificate, compounded monthly, is approximately ____%.
There is no short first accrual period.
3
NEITHER THIS CLASS M CERTIFICATE NOR THE MORTGAGE LOANS ARE
INSURED OR GUARANTEED BY THE UNITED STATES GOVERNMENT, THE FEDERAL DEPOSIT
INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY. THIS
CLASS M CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF CMSI,
CMI, CITIBANK, ANY AFFILIATE THEREOF, OR THEIR ULTIMATE PARENT, CITIGROUP INC.
As of the Cut-Off Date, the latest scheduled maturity of any
Mortgage Loan in the Trust Fund was not later than _______ 1, 2029. The
obligations and responsibilities created by the Agreement and the Trust Fund
created thereby shall terminate upon payment to the Certificateholders, or
provision therefor, in accordance with the Agreement upon (a) the repurchase by
CMSI of all Mortgage Loans then outstanding and all property acquired in respect
of any other Mortgage Loan remaining in the Trust Fund at a price equal to the
sum of (i) 100% of the Adjusted Balance of each Mortgage Loan outstanding on the
first day of the month of repurchase (after giving effect to payments of
principal due on such first day) plus accrued and unpaid interest thereon at the
Net Note Rate per annum on the Mortgage Loans to but not including the Due Date
in the month in which the related distribution is made to Certificateholders,
after the deduction of related unreimbursed Trustee Advances made prior to the
month of repurchase (other than such payments and advances in respect of
interest in excess of the Net Note Rate per annum on the Mortgage Loans) and
(ii) the appraised value of any acquired property (less the good faith estimate
of CMSI of liquidation expenses to be incurred in connection with its disposal
thereof), such appraisal to be conducted by an appraiser mutually agreed upon by
CMSI and the Trustee, 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
Transfer Instrument in lieu of foreclosure of any such Mortgage Loan and (ii)
the payment to the Certificateholders of all amounts in the Certificate Account
required to be paid to them pursuant to the Agreement. The exercise of the right
of CMSI to repurchase the Mortgage Loans and property in respect of the Mortgage
Loans will result in early retirement of the Certificates, such right of CMSI to
repurchase being subject to (i) the aggregate Adjusted Balance of the Mortgage
Loans at the time of repurchase being less than 5% of the aggregate Adjusted
Balance of the Mortgage Loans as of the Cut-Off Date and (ii) receipt by the
Trustee of an Opinion of Counsel or other evidence satisfactory to it that such
repurchase will be part of a "qualified liquidation" within the meaning of Code
Section 860F(a)(4)(A), will not otherwise adversely affect the status of the
REMIC as a REMIC and will not otherwise subject the REMIC to any tax.
This Class M Certificate shall be governed by and construed in
accordance with the laws of the State of New York.
All terms used without definition in this Class M Certificate
which are defined in the Agreement have the meanings assigned to them in the
Agreement.
Unless the certificate of authentication hereon has been
executed by the Trustee or a duly authorized Authenticating Agent by manual
signature, this Class M Certificate shall not be entitled to any benefit under
the Agreement or be valid for any purpose.
4
IN WITNESS WHEREOF, Citicorp Mortgage Securities, Inc. has
caused this Class M Certificate to be duly executed under its official seal.
CITICORP MORTGAGE SECURITIES, INC.
By:_____________________________
Senior Vice President
[SEAL]
Attest:
__________________________
Assistant Secretary
5
This is one of the Class M Certificates referred to in the
within mentioned Agreement.
[TRUSTEE],
as Trustee
By:______________________________
Authorized Signature
Date: _______ __, 1999
6
ABBREVIATIONS
The following abbreviations, when used in the inscription on
the face of this Class M 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 Class M Certificate, and all rights thereunder, hereby irrevocably
constituting and appointing
________________________________________
attorney to transfer said Class M 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.
7
EXHIBIT A-8
[FORM OF CLASS B-1 AND CLASS B-2 CERTIFICATES]
THIS CLASS B-[__] CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENTS TO
THE CLASS A, [AND] CLASS M [AND CLASS B-1]CERTIFICATES AS DESCRIBED IN
THE AGREEMENT REFERRED TO HEREIN. THIS CLASS B CERTIFICATE MAY NOT
BE PURCHASED BY OR TRANSFERRED TO ANY PERSON WHICH 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 5.02 OF THE AGREEMENT DESCRIBED HEREIN.
REMIC PASS-THROUGH CERTIFICATES, SERIES 1999-__
SUBORDINATED CLASS B-[__] CERTIFICATE
____% CERTIFICATE RATE
representing an ownership interest in a trust fund
consisting primarily of mortgage loans
acquired by
CITICORP MORTGAGE SECURITIES, INC.
Certificate No. 1 Initial Principal Amount: $[__________]
[________] Single Certificates
Last Scheduled Distribution
Date: ________ 25, 2029 CUSIP 172953 [___]
THIS CERTIFIES THAT, for value received, ________________ is
the registered Holder of the number of Single Certificates (each representing
$1,000.00 Initial Principal Amount) set forth above, each representing an
undivided beneficial ownership interest in the trust fund (the "Trust Fund")
created pursuant to the Pooling and Servicing Agreement dated as of ________ 1,
1999 (the "Agreement") between Citicorp Mortgage Securities, Inc. ("CMSI") and
[TRUSTEE], in its individual capacity and as trustee (the "Trustee", which term
includes any successor trustee), the assets of which consist of (i) a pool of
fixed-rate, conventional one- to four-family mortgage loans (the "Mortgage
Loans") originated or acquired by Citicorp Mortgage, Inc. ("CMI"), with a final
1
maturity of greater than 15 but not more than 30 years, (ii) funds in the
Certificate Account (including any investment of funds contained therein) and
(iii) certain related property. This Class B Certificate represents 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.
The registered Holder of this Class B Certificate is entitled,
subject to the provisions herein, to receive from the Trustee on the 25th day of
each month or, if such day is not a Business Day, the Business Day next
following such day (each a "Distribution Date"), commencing in ________ 1999,
such distributions as are described herein subject to the limitations and
priorities set forth in the Agreement. Each such distribution to Holders will,
as provided in the Agreement, be made to the Person in whose name this Class B
Certificate (or one or more Predecessor Class B Certificates) is registered at
the close of business on the Record Date for such distribution, which shall be
the last Business Day of the month next preceding the month of such Distribution
Date. This Class B Certificate is issued under and is subject to the terms,
provisions and conditions of such Agreement, to which Agreement the Holder of
this Class B Certificate by virtue of the acceptance hereof assents and by which
such Holder is bound.
This Class B Certificate is one of a duly authorized issue of
Certificates designated as set forth above (the "Certificates"), issued pursuant
to the Agreement, to which Agreement reference is hereby made for a statement of
the respective rights, limitations of rights, duties and immunities thereunder
of CMSI, the Trustee and the Holders of the Certificates, and of the terms upon
which the Certificates are, and are to be, authenticated and delivered. The
Holder of this Class B Certificate shall have the right to receive on each
Distribution Date its pro rata share of the applicable Class B Subclass Interest
Amount and the amount distributable to the applicable Class B Subclass on such
Distribution Date in reduction of the Principal Amount thereof (in each case
subject to the priorities and to the extent provided in the Agreement).
Notwithstanding the above, the rights of Holders of Class
B-[__] Certificates to receive distributions in respect of interest and in
reduction of Principal Amount on any Distribution Date shall be subordinated to
the rights of the Holders of the Class A, [and] Class M [and Class B-1]
Certificates to the extent of the Class B Subclass Interest Amount and the
Principal Amount of the Class B-[__] Certificates with respect to such
Distribution Date.
The Class B Certificates are limited in right of payment to
payments and recoveries respecting the Mortgage Loans, all as more specifically
set forth herein and in the Agreement.
Distributions on this Class B Certificate will be made by
check mailed to the Person entitled thereto, as specified by such Person in
accordance with the terms of the Agreement or, if eligible for wire transfer in
accordance with the Agreement, by wire transfer or by such other means as the
Person entitled thereto, the Paying Agent, the Trustee and CMSI shall agree.
Except as otherwise provided in the Agreement and notwithstanding the above, the
final distribution on this Class B Certificate will be made after due notice to
the Holder hereof of the pendency of such distribution and only upon
presentation and surrender of this Class B Certificate at the office or agency
specified in the notice of final payment maintained for that purpose.
2
The Agreement generally permits the amendment thereof at any
time by CMSI and the Trustee with the consent of the Holders of Certificates
evidencing interests aggregating not less than 66 2/3% of the Voting Interests
of the Certificates materially and adversely affected by such amendment and, if
the Residual Certificates are materially and adversely affected by such
amendment, 66 2/3% of the Percentage Interests of the Residual Certificates;
however, amendments reducing the amount or delaying the timing of distributions
on the Certificates and certain other matters require the consent of all
Holders. Any such consent by the Holder of this Class B Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this Class
B Certificate and of any Class B Certificate issued upon the transfer hereof or
in exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Class B Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the Holders of
any of the Certificates.
As provided in the Agreement and subject to certain
limitations therein and herein set forth, the transfer of this Class B
Certificate is registrable in the Certificate Register upon surrender of this
Class B Certificate for registration of transfer, accompanied by a written
instrument of transfer in form satisfactory to CMSI, the Trustee and the
Certificate Registrar, duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Class B
Certificates of authorized denominations evidencing the same aggregate number of
Single Certificates will be issued to the designated transferee or transferees.
The Class B-[__] Certificates are issuable only as registered
Certificates without coupons in authorized Denominations of $1,000 Initial
Principal Amount or any whole dollar amount in excess thereof. As provided in
the Agreement and subject to certain limitations therein set forth, Class B-[__]
Certificates are exchangeable for new Class B-[__] Certificates of authorized
denominations evidencing the same aggregate number of Single Certificates, as
requested by the Holder surrendering the same.
No service charge will be made for any such registration of
transfer or exchange, but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith.
CMSI, the Trustee and the Certificate Registrar and any agent
of CMSI, the Trustee or the Certificate Registrar may treat the Person in whose
name this Class B Certificate is registered as the owner hereof for all
purposes, and neither CMSI, the Trustee, the Certificate Registrar nor any such
agent shall be affected by any notice to the contrary.
This Certificate is issued on ________ __, 1999, and based on
its issue price of _________%, including accrued interest, and a stated
redemption price at maturity equal to its Initial Principal Amount (plus three
days of interest at the Certificate Rate hereon), is issued with original issue
discount ("OID") for federal income tax purposes. Assuming that this Certificate
pays in accordance with projected cash flows reflecting the prepayment
assumption of ___% of the Prepayment Model (as defined in the Private Placement
Memorandum dated ________ __, 1999 with respect to the offering of the Class
B-3, Class B-4 and Class B-5 Certificates) used to price this Certificate: (i)
the amount of OID as a percentage of the Initial Principal Amount of this
Certificate
3
is approximately _________%; and (ii) the annual yield to maturity of this
Certificate, compounded monthly, is approximately _____%. [There is no short
first accrual period.]
NEITHER THIS CLASS B CERTIFICATE NOR THE MORTGAGE LOANS ARE
INSURED OR GUARANTEED BY THE UNITED STATES GOVERNMENT, THE FEDERAL DEPOSIT
INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY. THIS
CLASS B CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF CMSI,
CMI, CITIBANK ANY AFFILIATE THEREOF, OR THEIR ULTIMATE PARENT, CITIGROUP INC.
As of the Cut-Off Date, the latest scheduled maturity of any
Mortgage Loan in the Trust Fund was not later than ________ 1, 2029. The
obligations and responsibilities created by the Agreement and the Trust Fund
created thereby shall terminate upon payment to the Certificateholders, or
provision therefor, in accordance with the Agreement upon (a) the repurchase by
CMSI of all Mortgage Loans then outstanding and all property acquired in respect
of any other Mortgage Loan remaining in the Trust Fund at a price equal to the
sum of (i) 100% of the Adjusted Balance of each Mortgage Loan outstanding on the
first day of the month of repurchase (after giving effect to payments of
principal due on such first day) plus accrued and unpaid interest thereon at the
Net Note Rate per annum on the Mortgage Loans to but not including the Due Date
in the month in which the related distribution is made to Certificateholders,
after the deduction of related unreimbursed Trustee Advances made prior to the
month of repurchase (other than such payments and advances in respect of
interest in excess of the Net Note Rate per annum on the Mortgage Loans) and
(ii) the appraised value of any acquired property (less the good faith estimate
of CMSI of liquidation expenses to be incurred in connection with its disposal
thereof), such appraisal to be conducted by an appraiser mutually agreed upon by
CMSI and the Trustee, 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
Transfer Instrument in lieu of foreclosure of any such Mortgage Loan and (ii)
the payment to the Certificateholders of all amounts in the Certificate Account
required to be paid to them pursuant to the Agreement. The exercise of the right
of CMSI to repurchase the Mortgage Loans and property in respect of the Mortgage
Loans will result in early retirement of the Certificates, such right of CMSI to
repurchase being subject to (i) the aggregate Adjusted Balance of the Mortgage
Loans at the time of repurchase being less than 5% of the aggregate Adjusted
Balance of the Mortgage Loans as of the Cut-Off Date and (ii) receipt by the
Trustee of an Opinion of Counsel or other evidence satisfactory to it that such
repurchase will be part of a "qualified liquidation" within the meaning of Code
Section 860F(a)(4)(A), will not otherwise adversely affect the status of the
REMIC as a REMIC and will not otherwise subject the REMIC to any tax.
This Class B Certificate shall be governed by and construed in
accordance with the laws of the State of New York.
All terms used without definition in this Class B Certificate
which are defined in the Agreement have the meanings assigned to them in the
Agreement.
4
Unless the certificate of authentication hereon has been
executed by the Trustee or a duly authorized Authenticating Agent by manual
signature, this Class B Certificate shall not be entitled to any benefit under
the Agreement or be valid for any purpose.
5
IN WITNESS WHEREOF, Citicorp Mortgage Securities, Inc. has
caused this Class B Certificate to be duly executed under its official seal.
CITICORP MORTGAGE SECURITIES, INC.
By:______________________________
Senior Vice President
[SEAL]
Attest:
___________________________
Assistant Secretary
6
This is one of the Class B Certificates referred to in the
within mentioned Agreement.
[TRUSTEE],
as Trustee
By:______________________________
Authorized Signature
Date: ________ __, 1999
7
ABBREVIATIONS
The following abbreviations, when used in the inscription on
the face of this Class B 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 Class B Certificate, and all rights thereunder, hereby irrevocably
constituting and appointing
________________________________________
attorney to transfer said Class B 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.
8
EXHIBIT A-9
[FORM OF CLASS B-3, CLASS B-4 AND CLASS B-5 CERTIFICATES]
THIS CLASS B-[ ] CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENTS TO
THE CLASS A, CLASS M, CLASS B-1, CLASS B-2, [AND] [CLASS B-3] [AND CLASS B-
4] CERTIFICATES, AS DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.
THIS CLASS B[ ] CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED
TO ANY PERSON WHICH 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 5.02 OF THE AGREEMENT
DESCRIBED HEREIN.
THIS CLASS B 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.
REMIC PASS-THROUGH CERTIFICATES, SERIES 1999-__
SUBORDINATED CLASS B-[ ] CERTIFICATE
____% CERTIFICATE RATE
representing an ownership interest in a trust fund
consisting primarily of mortgage loans
acquired by
CITICORP MORTGAGE SECURITIES, INC.
Certificate No. 1 Initial Principal Amount: $[____________]
[_________] Single Certificates
Last Scheduled Distribution
Date: ________ 25, 2029 CUSIP 172953 [___]
1
THIS CERTIFIES THAT, for value received _____________. is the
registered Holder of the number of Single Certificates (each representing $1,000
Initial Principal Amount) set forth above, each representing an undivided
beneficial ownership interest in the trust fund (the "Trust Fund") created
pursuant to the Pooling and Servicing Agreement dated as of ________ 1, 1999
(the "Agreement") between Citicorp Mortgage Securities, Inc. ("CMSI") and
[TRUSTEE], in its individual capacity and as trustee (the "Trustee", which term
includes any successor trustee), the assets of which consist of (i) a pool of
fixed-rate, conventional one- to four-family mortgage loans (the "Mortgage
Loans") originated or acquired by Citicorp Mortgage, Inc. ("CMI"), with a final
maturity of greater than 15 but not more than 30 years, (ii) funds in the
Certificate Account (including any investment of funds contained therein) and
(iii) certain related property. This Class B Certificate represents 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.
The registered Holder of this Class B Certificate is entitled,
subject to the provisions herein, to receive from the Trustee on the 25th day of
each month or, if such day is not a Business Day, the Business Day next
following such day (each a "Distribution Date"), commencing in ________ 1999,
such distributions as are described herein subject to the limitations and
priorities set forth in the Agreement. Each such distribution to Holders will,
as provided in the Agreement, be made to the Person in whose name this Class B
Certificate (or one or more Predecessor Class B Certificates) is registered at
the close of business on the Record Date for such distribution, which shall be
the last Business Day of the month next preceding the month of such Distribution
Date. This Class B Certificate is issued under and is subject to the terms,
provisions and conditions of such Agreement, to which Agreement the Holder of
this Class B Certificate by virtue of the acceptance hereof assents and by which
such Holder is bound.
This Class B Certificate is one of a duly authorized issue of
Certificates designated as set forth above (the "Certificates"), issued pursuant
to the Agreement, to which Agreement reference is hereby made for a statement of
the respective rights, limitations of rights, duties and immunities thereunder
of CMSI, the Trustee and the Holders of the Certificates, and of the terms upon
which the Certificates are, and are to be, authenticated and delivered. The
Holder of this Class B Certificate shall have the right to receive on each
Distribution Date its pro rata share of the applicable Class B Subclass Interest
Amount and the amount distributable to the applicable Class B Subclass on such
Distribution Date in reduction of the Principal Amount thereof (in each case
subject to the priorities and to the extent provided in the Agreement).
Notwithstanding the above, the rights of Holders of Class
B-[__] Certificates to receive distributions in respect of interest and in
reduction of Principal Amount on any Distribution Date shall be subordinated to
the rights of the Holders of the Class A, Class M, Class B-1 and Class B-2 [and]
[Class B-3] [and Class B-4] Certificates to the extent of the Class B Subclass
Interest Amount and the Principal Amount of the Class B-[__] Certificates with
respect to such Distribution Date.
The Class B Certificates are limited in right of payment to
payments and recoveries respecting the Mortgage Loans, all as more specifically
set forth herein and in the Agreement.
2
Distributions on this Class B Certificate will be made by
check mailed to the Person entitled thereto, as specified by such Person in
accordance with the terms of the Agreement or, if eligible for wire transfer in
accordance with the Agreement, by wire transfer or by such other means as the
Person entitled thereto, the Paying Agent, the Trustee and CMSI shall agree.
Except as otherwise provided in the Agreement and notwithstanding the above, the
final distribution on this Class B Certificate will be made after due notice to
the Holder hereof of the pendency of such distribution and only upon
presentation and surrender of this Class B Certificate at the office or agency
specified in the notice of final payment maintained for that purpose.
The Agreement generally permits the amendment thereof at any
time by CMSI and the Trustee with the consent of the Holders of Certificates
evidencing interests aggregating not less than 66 2/3% of the Voting Interests
of the Certificates materially and adversely affected by such amendment and, if
the Residual Certificates are materially and adversely affected by such
amendment, 66 2/3% of the Percentage Interests of the Residual Certificates;
however, amendments reducing the amount or delaying the timing of distributions
on the Certificates and certain other matters require the consent of all
Holders. Any such consent by the Holder of this Class B Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this Class
B Certificate and of any Class B Certificate issued upon the transfer hereof or
in exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Class B Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the Holders of
any of the Certificates.
As provided in the Agreement and subject to certain
limitations therein and herein set forth, the transfer of this Class B
Certificate is registrable in the Certificate Register upon surrender of this
Class B Certificate for registration of transfer, accompanied by a written
instrument of transfer in form satisfactory to CMSI, the Trustee and the
Certificate Registrar, duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Class B
Certificates of authorized denominations evidencing the same aggregate number of
Single Certificates will be issued to the designated transferee or transferees.
The Class B-[__] Certificates are issuable only as registered
Certificates without coupons in authorized Denominations of $100,000 Initial
Principal Amount and integral multiples of $1,000 in excess thereof (except that
one Class B-[__] Certificate may be issued in a different denomination). As
provided in the Agreement and subject to certain limitations therein set forth,
Class B-[__] Certificates are exchangeable for new Class B-[__] Certificates of
authorized denominations evidencing the same aggregate number of Single
Certificates, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of
transfer or exchange, but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith.
CMSI, the Trustee and the Certificate Registrar and any agent
of CMSI, the Trustee or the Certificate Registrar may treat the Person in whose
name this Class B Certificate is registered as the owner hereof for all
purposes, and neither CMSI, the Trustee, the Certificate Registrar nor any such
agent shall be affected by any notice to the contrary.
3
This Certificate is issued on ________ __, 1999, and based on
its issue price of [________]%, including accrued interest, and a stated
redemption price at maturity equal to its Initial Principal Amount (plus three
days of interest at the Certificate Rate hereon), is issued with original issue
discount ("OID") for federal income tax purposes. Assuming that this Certificate
pays in accordance with projected cash flows reflecting the prepayment
assumption of ___% of the Prepayment Model (as defined in the Private Placement
Memorandum dated ________ __, 1999 with respect to the offering of the Class
B-3, Class B-4 and Class B-5 Certificates) used to price this Certificate: (i)
the amount of OID as a percentage of the Initial Principal Amount of this
Certificate is approximately [_________]%; and (ii) the annual yield to maturity
of this Certificate, compounded monthly, is approximately [_____]%.
NEITHER THIS CLASS B CERTIFICATE NOR THE MORTGAGE LOANS ARE
INSURED OR GUARANTEED BY THE UNITED STATES GOVERNMENT, THE FEDERAL DEPOSIT
INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY. THIS
CLASS B CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF CMSI,
CMI, CITIBANK ANY AFFILIATE THEREOF, OR THEIR ULTIMATE PARENT, CITIGROUP INC.
As of the Cut-Off Date, the latest scheduled maturity of any
Mortgage Loan in the Trust Fund was not later than ________ 1, 2029. The
obligations and responsibilities created by the Agreement and the Trust Fund
created thereby shall terminate upon payment to the Certificateholders, or
provision therefor, in accordance with the Agreement upon (a) the repurchase by
CMSI of all Mortgage Loans then outstanding and all property acquired in respect
of any other Mortgage Loan remaining in the Trust Fund at a price equal to the
sum of (i) 100% of the Adjusted Balance of each Mortgage Loan outstanding on the
first day of the month of repurchase (after giving effect to payments of
principal due on such first day) plus accrued and unpaid interest thereon at the
Net Note Rate per annum on the Mortgage Loans to but not including the Due Date
in the month in which the related distribution is made to Certificateholders,
after the deduction of related unreimbursed Trustee Advances made prior to the
month of repurchase (other than such payments and advances in respect of
interest in excess of the Net Note Rate per annum on the Mortgage Loans) and
(ii) the appraised value of any acquired property (less the good faith estimate
of CMSI of liquidation expenses to be incurred in connection with its disposal
thereof), such appraisal to be conducted by an appraiser mutually agreed upon by
CMSI and the Trustee, 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
Transfer Instrument in lieu of foreclosure of any such Mortgage Loan and (ii)
the payment to the Certificateholders of all amounts in the Certificate Account
required to be paid to them pursuant to the Agreement. The exercise of the right
of CMSI to repurchase the Mortgage Loans and property in respect of the Mortgage
Loans will result in early retirement of the Certificates, such right of CMSI to
repurchase being subject to (i) the aggregate Adjusted Balance of the Mortgage
Loans at the time of repurchase being less than 5% of the aggregate Adjusted
Balance of the Mortgage Loans as of the Cut-Off Date and (ii) receipt by the
Trustee of an Opinion of Counsel or other evidence satisfactory to it that such
repurchase will be part of a "qualified liquidation" within the meaning of Code
Section 860F(a)(4)(A), will not otherwise adversely affect the status of the
REMIC as a REMIC and will not otherwise subject the REMIC to any tax.
4
This Class B Certificate shall be governed by and construed in
accordance with the laws of the State of New York.
All terms used without definition in this Class B Certificate
which are defined in the Agreement have the meanings assigned to them in the
Agreement.
Unless the certificate of authentication hereon has been
executed by the Trustee or a duly authorized Authenticating Agent by manual
signature, this Class B Certificate shall not be entitled to any benefit under
the Agreement or be valid for any purpose.
5
IN WITNESS WHEREOF, Citicorp Mortgage Securities, Inc. has
caused this Class B Certificate to be duly executed under its official seal.
CITICORP MORTGAGE SECURITIES, INC.
By:______________________________
Senior Vice President
[SEAL]
Attest:
___________________________
Assistant Secretary
6
This is one of the Class B Certificates referred to in the
within mentioned Agreement.
[TRUSTEE],
as Trustee
By:______________________________
Authorized Signature
Date: ________ __, 1999
7
ABBREVIATIONS
The following abbreviations, when used in the inscription on
the face of this Class B 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 Class B Certificate, and all rights thereunder, hereby irrevocably
constituting and appointing
________________________________________
attorney to transfer said Class B 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
8
EXHIBIT A-10
[FORM OF RESIDUAL CLASS LR CERTIFICATE]
THIS CLASS LR 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.
TRANSFER OF THIS CLASS LR CERTIFICATE IS RESTRICTED AS SET FORTH IN
SECTION 5.02 OF THE AGREEMENT DESCRIBED HEREIN. AS A CONDITION OF
OWNERSHIP OF THIS CLASS LR CERTIFICATE, A TRANSFEREE HEREOF SHALL BE
REQUIRED TO FURNISH AN AFFIDAVIT TO THE TRANSFEROR AND THE TRUSTEE
TO THE EFFECT THAT (A) IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH
TERM IS DEFINED IN SECTION 860E(e)(5) OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), (B) IT IS NOT ACQUIRING THIS CLASS LR
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 AND (E) IT IS
NOT A NON-PERMITTED FOREIGN HOLDER (AS SUCH TERM IS DEFINED IN
SECTION 5.02 OF THE STANDARD TERMS). A TRANSFEREE OF THIS CLASS LR
CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED THIS
CLASS LR CERTIFICATE SUBJECT TO SUCH RESTRICTIONS ON TRANSFERABILITY,
AND TO HAVE CONSENTED TO SUCH AMENDMENTS TO THE AGREEMENT AS
MAY BE REQUIRED TO FURTHER ENSURE THAT THIS CLASS LR CERTIFICATE IS
NOT TRANSFERRED TO A DISQUALIFIED ORGANIZATION, AN AGENT THEREOF OR
A NON-PERMITTED FOREIGN HOLDER.
THIS CLASS LR CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON WHICH IS 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 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 5.02 OF THE AGREEMENT DESCRIBED HEREIN.
1
REMIC PASS-THROUGH CERTIFICATES, SERIES 1999-__
CLASS LR 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 CERTIFIES THAT, for value received, [Citicorp Mortgage,
Inc.] is the registered Holder of the Percentage Interest set forth above,
representing an ownership interest in the trust fund (the "Trust Fund") created
pursuant to the Pooling and Servicing Agreement dated as of _______ 1, 1999 (the
"Agreement") between Citicorp Mortgage Securities, Inc. ("CMSI") and [TRUSTEE],
in its individual capacity and as trustee (the "Trustee", which term includes
any successor trustee), the assets of which consist of (i) a pool of fixed-rate,
conventional one- to four-family mortgage loans (the "Mortgage Loans")
originated or acquired by Citicorp Mortgage, Inc. ("CMI"), with a final maturity
of greater than 15 but not more than 30 years, (ii) funds in the Certificate
Account (including any investment of funds contained therein) and (iii) certain
related property.
An election will be made to the Trust Fund as a real estate
mortgage investment conduit (the "REMIC"). This Class LR Certificate represents
a "residual interest" in the REMIC within the meaning of Code Section
860G(a)(2). As a condition of ownership hereof, the Holder hereof agrees that it
will not take or cause to be taken any action that would adversely affect the
status of the Trust Fund as a REMIC. The Holder hereof 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.
This Class LR Certificate is one of a duly authorized issue of
REMIC Pass-Through Certificates, Series 1999-__ (the "Certificates"), consisting
of three Classes of Certificates and one Class of Residual Certificates. The
registered Holder of this Class LR Certificate is entitled to receive
distributions from the Trustee on the 25th day of each month or, if such day is
not a Business Day, on the next succeeding Business Day, commencing in _______,
1999 (each a "Distribution Date"), to the extent funds are available, as
described in the Agreement. Each such distribution, if any, to Holders will, as
provided in the Agreement, be made to the Person in whose name this Class LR
Certificate (or one or more Predecessor Certificates) is registered at the close
of business on the Record Date for such distribution, which shall be the last
Business Day of the month preceding the month of such Distribution Date. This
Class LR Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Class LR
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
2
NEITHER THIS CLASS LR CERTIFICATE NOR THE MORTGAGE LOANS ARE
INSURED OR GUARANTEED BY THE UNITED STATES GOVERNMENT, THE FEDERAL DEPOSIT
INSURANCE CORPORATION OR ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY. THIS CLASS
LR CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF CMSI, CMI,
CITIBANK, ANY AFFILIATE THEREOF, OR THEIR ULTIMATE PARENT, CITIGROUP INC.
Distributions on this Class LR Certificate will be made by
check mailed to the Person entitled thereto, as specified by such Person in
accordance with the terms of the Agreement or, if eligible for wire transfer and
requested in writing in accordance with the Agreement, by wire transfer or by
such other means as the Person entitled thereto, the Paying Agent, the Trustee
and CMSI shall agree. Except as otherwise provided in the Agreement and
notwithstanding the above, the final distribution on this Class LR Certificate
will be made after due notice to such Holder of the pendency of such
distribution and only upon presentation and surrender of this Class LR
Certificate at the office or agency specified in the notice of final payment
maintained for that purpose.
The Agreement generally permits the amendment thereof at any
time by CMSI and the Trustee with the consent of the Holders of Certificates
evidencing interests aggregating not less than 66 2/3% of the Voting Interests
of the Certificates materially and adversely affected by such amendment and, if
the Residual Certificates are materially and adversely affected by such
amendment, 66 2/3% of the Percentage Interests of the Residual Certificates;
however, amendments reducing the amount or delaying the timing of distributions
on the Certificates and certain other matters require the consent of all
Holders. Any such consent by the Holder of this Class LR Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this Class
LR Certificate and of any Class LR Certificate issued upon the transfer hereof
or in exchange herefor or in lieu hereof whether or not notation of such consent
is made upon this Class LR Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the Holders of
any of the Certificates.
As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Class LR Certificate is
registrable in the Certificate Register upon surrender of this Class LR
Certificate for registration of transfer, accompanied by a written instrument of
transfer in form satisfactory to CMSI, the Trustee and the Certificate
Registrar, duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Class LR Certificates of
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.
The Class LR Certificate is issuable only as a registered
Certificate in the minimum denominations set forth in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, this
Class LR Certificate is exchangeable for new Class LR Certificates of authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.
3
No service charge will be made for any such registration of
transfer or exchange, but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith.
CMSI, the Trustee and Certificate Registrar and any agent of
CMSI, the Trustee or the Certificate Registrar may treat the Person in whose
name this Class LR Certificate is registered as the owner hereof for all
purposes, and neither CMSI, the Trustee, the Certificate Registrar nor any such
agent shall be affected by any notice to the contrary.
As of the Cut-Off Date, the latest scheduled maturity of any
Mortgage Loan in the Trust Fund was not later than _______ 1, 2029. The
obligations and responsibilities created by the Agreement and the Trust Fund
created thereby shall terminate upon payment to the Certificateholders, or
provision therefor, in accordance with the Agreement upon (a) the repurchase by
CMSI of all Mortgage Loans then outstanding and all property acquired in respect
of any other Mortgage Loan remaining in the Trust Fund at a price equal to the
sum of (i) 100% of the Adjusted Balance of each Mortgage Loan outstanding on the
first day of the month of repurchase (after giving effect to payments of
principal due on such first day) plus accrued and unpaid interest thereon at the
Net Note Rate per annum on the Mortgage Loans to but not including the Due Date
in the month in which the related distribution is made to Certificateholders,
after the deduction of related unreimbursed Trustee Advances made prior to the
month of repurchase (other than such payments and advances in respect of
interest in excess of the Net Note Rate per annum on the Mortgage Loans) and
(ii) the appraised value of any acquired property (less the good faith estimate
of CMSI of liquidation expenses to be incurred in connection with its disposal
thereof), such appraisal to be conducted by an appraiser mutually agreed upon by
CMSI and the Trustee, 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
Transfer Instrument in lieu of foreclosure of any such Mortgage Loan and (ii)
the payment to the Certificateholders of all amounts in the Certificate Account
required to be paid to them pursuant to the Agreement. The exercise of the right
of CMSI to repurchase the Mortgage Loans and property in respect of the Mortgage
Loans will result in early retirement of the Certificates, such right of CMSI to
repurchase being subject to (i) the aggregate Adjusted Balance of the Mortgage
Loans at the time of repurchase being less than 5% of the aggregate Adjusted
Balance of the Mortgage Loans as of the Cut-Off Date and (ii) receipt by the
Trustee of an Opinion of Counsel or other evidence satisfactory to it that such
repurchase will be part of a "qualified liquidation" within the meaning of Code
Section 860F(a)(4)(A), will not otherwise adversely affect the status of the
Trust Fund as a REMIC and will not otherwise subject the REMIC to any tax.
This Class LR Certificate shall be governed by and construed
in accordance with the laws of the State of New York.
All terms used without definition in this Class LR Certificate
which are defined in the Agreement have the meanings assigned to them in the
Agreement.
4
Unless the certificate of authentication hereon has been
executed by the Trustee or a duly authorized Authenticating Agent by manual
signature, this Class LR Certificate shall not be entitled to any benefit under
the Agreement or be valid for any purpose.
5
IN WITNESS WHEREOF, Citicorp Mortgage Securities, Inc. has
caused this Class LR Certificate to be duly executed under its official seal.
CITICORP MORTGAGE SECURITIES, INC.
By_______________________________
Senior Vice President
[SEAL]
Attest:
_______________________________
Assistant Secretary
6
This is one of the Class LR Certificates referred to in the
within mentioned Agreement.
[TRUSTEE],
as Trustee
By__________________________
Authorized Signature
Date: _______ __, 1999
7
ABBREVIATIONS
The following abbreviations, when used in the inscription on
the face of this Class LR 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 Class LR Certificate, and all rights thereunder, hereby irrevocably
constituting and appointing
________________________________________
attorney to transfer said Class LR 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.
8
EXHIBIT A-11
[FORM OF RESIDUAL CLASS R CERTIFICATE]
THIS CLASS R 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.
TRANSFER OF THIS CLASS R CERTIFICATE IS RESTRICTED AS SET FORTH IN
SECTION 5.02 OF THE AGREEMENT DESCRIBED HEREIN. AS A CONDITION OF
OWNERSHIP OF THIS CLASS R CERTIFICATE, A TRANSFEREE HEREOF SHALL BE
REQUIRED TO FURNISH AN AFFIDAVIT TO THE TRANSFEROR, CITICORP
MORTGAGE SECURITIES, INC. AND THE TRUSTEE TO THE EFFECT THAT (A) IT IS
NOT A DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN SECTION
860E(e)(5) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"),
(B) IT IS NOT ACQUIRING THIS CLASS R 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
AND (E) IT IS NOT A NON-PERMITTED FOREIGN HOLDER (AS SUCH TERM IS
DEFINED IN SECTION 5.02 OF THE STANDARD TERMS). A TRANSFEREE OF THIS
CLASS R CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE
ACCEPTED THIS CLASS R CERTIFICATE SUBJECT TO SUCH RESTRICTIONS ON
TRANSFERABILITY, AND TO HAVE CONSENTED TO SUCH AMENDMENTS TO THE
AGREEMENT AS MAY BE REQUIRED TO FURTHER ENSURE THAT THIS CLASS R
CERTIFICATE IS NOT TRANSFERRED TO A DISQUALIFIED ORGANIZATION, AN
AGENT THEREOF OR A NON-PERMITTED FOREIGN HOLDER.
THIS CLASS R CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON WHICH IS 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 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 5.02 OF THE AGREEMENT DESCRIBED HEREIN.
1
REMIC PASS-THROUGH CERTIFICATES, SERIES 1999-__
CLASS 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 CERTIFIES THAT, for value received, Citicorp Mortgage
Securities, Inc. is the registered Holder of the Percentage Interest set forth
above, representing an ownership interest in the trust fund (the "Trust Fund")
created pursuant to the Pooling and Servicing Agreement dated as of ________ 1,
1999 (the "Agreement") between Citicorp Mortgage Securities, Inc. ("CMSI") and
[TRUSTEE], in its individual capacity and as trustee (the "Trustee", which term
includes any successor trustee), the assets of which consist of (i) a pool of
20- to 30-year fixed-rate, conventional one- to four-family mortgage loans (the
"Mortgage Loans") originated or acquired by CMI, (ii) funds in the Certificate
Account (including any investment of funds contained therein) and (iii) certain
related property.
Elections will be made to treat two segregated asset pools
within the Trust Fund as real estate mortgage investment conduits (each, a
"REMIC," or in the alternative, the "Lower-Tier REMIC" and the "Upper-Tier
REMIC," respectively). This Class R Certificate represents a "residual interest"
in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(2). As a
condition of ownership hereof, the Holder hereof agrees that it will not take or
cause to be taken any action that would adversely affect the status of either of
the two segregated asset pools comprising the Trust Fund as a REMIC. The Holder
hereof 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.
This Class R Certificate is one of a duly authorized issue of
REMIC Pass-Through Certificates, Series 1999-__ (the "Certificates") consisting
of three Classes of Certificates and two Classes of Residual Certificates. The
registered Holder of this Class R Certificate is entitled to receive
distributions from the Trustee on the 25th day of each month or, if such day is
not a Business Day, on the next succeeding Business Day, commencing in ________
1999 (each a "Distribution Date"), to the extent funds are available, as
described in the Agreement. Each such distribution, if any, to Holders will, as
provided in the Agreement, be made to the Person in whose name this Class R
Certificate (or one or more Predecessor Certificates) is registered at the close
of business on the Record Date for such distribution, which shall be the last
Business Day of the month preceding the month of such Distribution Date. This
Class R Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Class R
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
2
NEITHER THIS CLASS R CERTIFICATE NOR THE MORTGAGE LOANS ARE
INSURED OR GUARANTEED BY THE UNITED STATES GOVERNMENT, THE FEDERAL DEPOSIT
INSURANCE CORPORATION OR ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY. THIS CLASS
R CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF CMSI, CMI,
CITIBANK, ANY AFFILIATE THEREOF, OR THEIR ULTIMATE PARENT, CITIGROUP INC.
Distributions on this Class R Certificate will be made by
check mailed to the Person entitled thereto, as specified by such Person in
accordance with the terms of the Agreement or, if eligible for wire transfer and
requested in writing in accordance with the Agreement, by wire transfer or by
such other means as the Person entitled thereto, the Paying Agent, the Trustee
and CMSI shall agree. Except as otherwise provided in the Agreement and
notwithstanding the above, the final distribution on this Class R Certificate
will be made after due notice to such Holder of the pendency of such
distribution and only upon presentation and surrender of this Class R
Certificate at the office or agency specified in the notice of final payment
maintained for that purpose.
The Agreement generally permits the amendment thereof at any
time by CMSI and the Trustee with the consent of the Holders of Certificates
evidencing interests aggregating not less than 66 2/3% of the Voting Interests
of the Certificates materially and adversely affected by such amendment and, if
a Class of the Residual Certificates is materially and adversely affected by
such amendment, 66 2/3% of the Percentage Interests of each affected Class of
the Residual Certificates; however, amendments reducing the amount or delaying
the timing of distributions on the Certificates and certain other matters
require the consent of all Holders. Any such consent by the Holder of this Class
R Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Class R Certificate and of any Class R Certificate issued upon
the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Class R Certificate. The Agreement
also permits the amendment thereof, in certain limited circumstances, without
the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Class R Certificate is
registrable in the Certificate Register upon surrender of this Class R
Certificate for registration of transfer, accompanied by a written instrument of
transfer in form satisfactory to CMSI, the Trustee and the Certificate
Registrar, duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Class R Certificates of
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.
The Class R Certificate is issuable only as a registered
Certificate in the minimum denominations set forth in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, this
Class R Certificate is exchangeable for new Class R Certificates of authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.
No service charge will be made for any such registration of
transfer or exchange, but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith.
3
CMSI, the Trustee and Certificate Registrar and any agent of
CMSI, the Trustee or the Certificate Registrar may treat the Person in whose
name this Class R Certificate is registered as the owner hereof for all
purposes, and neither CMSI, the Trustee, the Certificate Registrar nor any such
agent shall be affected by any notice to the contrary.
As of the Cut-Off Date, the latest scheduled maturity of any
Mortgage Loan in the Trust Fund was not later than ________ 1, 2029. The
obligations and responsibilities created by the Agreement and the Trust Fund
created thereby shall terminate upon payment to the Certificateholders, or
provision therefor, in accordance with the Agreement upon (a) the repurchase by
CMSI of all Mortgage Loans then outstanding and all property acquired in respect
of any other Mortgage Loan remaining in the Trust Fund at a price equal to the
sum of (i) 100% of the Adjusted Balance of each Mortgage Loan outstanding on the
first day of the month of repurchase (after giving effect to payments of
principal due on such first day) plus accrued and unpaid interest thereon at the
Net Note Rate per annum on the Mortgage Loans to but not including the Due Date
in the month in which the related distribution is made to Certificateholders,
after the deduction of related unreimbursed Trustee Advances made prior to the
month of repurchase (other than such payments and advances in respect of
interest in excess of the Net Note Rate per annum on the Mortgage Loans) and
(ii) the appraised value of any acquired property (less the good faith estimate
of CMSI of liquidation expenses to be incurred in connection with its disposal
thereof), such appraisal to be conducted by an appraiser mutually agreed upon by
CMSI and the Trustee, 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
Transfer Instrument in lieu of foreclosure of any such Mortgage Loan and (ii)
the payment to the Certificateholders of all amounts in the Certificate Account
and the Upper-Tier REMIC Account required to be paid to them pursuant to the
Agreement. The exercise of the right of CMSI to repurchase the Mortgage Loans
and property in respect of the Mortgage Loans will result in early retirement of
the Certificates, such right of CMSI to repurchase being subject to (i) the
aggregate Adjusted Balance of the Mortgage Loans at the time of repurchase being
less than 5% of the aggregate Adjusted Balance of the Mortgage Loans as of the
Cut-Off Date and (ii) receipt by the Trustee of an Opinion of Counsel or other
evidence satisfactory to it that such repurchase will be part of a "qualified
liquidation" within the meaning of Code Section 860F(a)(4)(A), will not
otherwise adversely affect the status of the Upper-Tier REMIC or the Lower-Tier
REMIC as a REMIC and will not otherwise subject the Upper-Tier REMIC or the
Lower-Tier REMIC to any tax.
This Class R Certificate shall be governed by and construed in
accordance with the laws of the State of New York.
All terms used without definition in this Class R Certificate
which are defined in the Agreement have the meanings assigned to them in the
Agreement.
Unless the certificate of authentication hereon has been
executed by the Trustee or a duly authorized Authenticating Agent by manual
signature, this Class R Certificate shall not be entitled to any benefit under
the Agreement or be valid for any purpose.
4
IN WITNESS WHEREOF, Citicorp Mortgage Securities, Inc. has
caused this Class R Certificate to be duly executed under its official seal.
CITICORP MORTGAGE SECURITIES, INC.
By:______________________________
Senior Vice President
[SEAL]
Attest:
_____________________________
Assistant Secretary
5
This is one of the Class R Certificates referred to in the within mentioned
Agreement.
[TRUSTEE]
as Trustee
By:______________________________
Authorized Signature
Date: ________ __, 1999
6
ABBREVIATIONS
The following abbreviations, when used in the inscription on
the face of this Class R 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 Class R Certificate, and all rights thereunder, hereby irrevocably
constituting and appointing
________________________________________
attorney to transfer said Class R 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.
7
EXHIBIT B
MORTGAGE LOAN SCHEDULE
DEEMED INCORPORATED
B-1
EXHIBIT C
[FORM OF MORTGAGE DOCUMENT CUSTODIAL AGREEMENT]
MORTGAGE DOCUMENT CUSTODIAL AGREEMENT
Dated as of ______ 1, 1999
[TRUSTEE], a ________ trust company, as trustee (the
"Trustee"), BANK ONE TRUST COMPANY, N.A., a national banking association ("Bank
One") and CITICORP MORTGAGE SECURITIES, INC., a Delaware corporation ("CMSI"),
agree as follows:
WHEREAS, concurrently herewith, the Trustee and CMSI are
entering into a Pooling and Servicing Agreement dated as of ______ 1, 1999
relating to REMIC Pass-Through Certificates, Series 1999-__ (the "Pooling
Agreement", the terms defined therein being used herein with the same meaning),
pursuant to which CMSI shall transfer, assign, set-over and otherwise convey to
the Trustee, without recourse, all of CMSI's right, title and interest in and to
the mortgage loans identified in Exhibit B to the Pooling Agreement (the
"Mortgage Loans"); and
WHEREAS, in connection with such transfer and assignment and
pursuant to the Pooling Agreement, Bank One has been designated by CMSI to act
as custodian of the Mortgage Files (including as both Mortgage Document
Custodian and Mortgage Note Custodian);
WITNESSETH THAT:
In consideration of the premises and of the mutual agreements
herein contained, CMSI, Bank One and the Trustee agree as follows:
1. Appointment as Custodian; Acknowledgment of Receipt. (a)
Subject to the terms and conditions herein, Bank One is hereby appointed, and
Bank One hereby accepts such appointment, as the Mortgage Document Custodian to
maintain custody of the Mortgage Files, including the Mortgage Notes and the
Co-op Documents, for and on behalf of the Trustee in accordance herewith and the
terms of the Pooling Agreement. CMSI has delivered to Bank One, as Custodian,
the Mortgage Files, including the Mortgage Notes and Co-op Documents referred to
in Section 2.01 of the Pooling Agreement. Bank One hereby acknowledges receipt
of the Mortgage Files, including the Mortgage Documents referred to and required
to be delivered with respect to each Mortgage Loan pursuant to Section 2.01 of
the Pooling Agreement. From time to time, CMSI, as Servicer, shall forward to
Bank One additional documents evidencing an assumption or modification of a
Mortgage Loan and such documents shall be held by Bank One in the related
Mortgage File in accordance with the terms of the Agreement and the Pooling
Agreement.
(b) Bank One hereby certifies to the Trustee that Bank One is
qualified to serve as Mortgage Document Custodian and Mortgage
Note Custodian under the Pooling Agreement. CMSI hereby agrees
to pay the reasonable custodial fees and expenses of Bank One
or its successor, including the Trustee if the
C-1
Trustee shall henceforth hold any of the Mortgage Files
directly as custodian. Upon receipt of notice from Bank One or
the Trustee to the effect that Bank One has failed to hold,
release and otherwise perform with respect to the Mortgage
Files as required by the terms of this Agreement, CMSI shall
take such steps as may be required to cause Bank One to be in
compliance with the terms hereof and the Pooling Agreement.
(c) Notwithstanding anything to the contrary in this Agreement,
the parties hereto acknowledge and agree that Bank One shall
act as Mortgage Document Custodian and as Mortgage Note
Custodian hereunder and under the Pooling Agreement solely for
the benefit of the Trustee and the Certificateholders.
2. Maintenance of Office. Bank One agrees to maintain the
Mortgage Files identified in Exhibit B to the Pooling Agreement, said Exhibit
being incorporated herein by reference, and each Mortgage File being identified
therein by loan number, address of mortgaged property and name of Mortgagor, at
the office of Bank One located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ or
at such other office of Bank One as it shall designate from time to time after
giving the Trustee 30 days' prior written notice. Bank One shall also send 30
days' prior notice to CMSI at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇
▇▇▇▇▇, Attention: ▇. ▇▇▇▇▇▇▇▇▇, of such change.
3. Duties of Mortgage File Custodian. As Custodian, Bank One
shall have and perform all of the powers and responsibilities of the Mortgage
Document Custodian and Mortgage Note Custodian set forth in the Pooling
Agreement, including but not limited to the following powers and duties:
(a) Safekeeping. To segregate the Mortgage Files from all other
mortgages and mortgage notes and similar records in its
possession, to maintain the Mortgage Files in a secure and
fireproof facilities in accordance with customary standards
for such custody, to identify the Mortgage Files and the Co-op
Documents as being held and to hold the Mortgage Files for and
on behalf of the Trustee for the benefit of all present and
future Certificateholders, to 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, to maintain at all times a current
inventory thereof and to conduct periodic physical inspections
of the Mortgage Files held by it under this Agreement in such
a manner as shall enable the Trustee and Bank One to verify
the accuracy of such record-keeping, inventory and physical
possession. Bank One will promptly report to the Trustee and
CMSI any failure on its part to hold the Mortgage Files as
herein provided and shall promptly take appropriate action to
remedy any such failure.
(b) Release of Documents. In general, from time to time and as
appropriate for the foreclosure or servicing of any of the
Mortgage Loans, Bank One is hereby authorized, upon receipt of
a direction to release documents pursuant to Section 3.22 of
the Pooling Agreement, to release to such party or its
designee, as directed, the related Mortgage File or the
documents set forth in such request. All documents so released
shall be held by the recipient in trust for the benefit of the
Trustee in
C-2
accordance with the Pooling Agreement. Such Mortgage Files
shall be returned to Bank One when the need therefor in
connection with such foreclosure or servicing no longer
exists, unless the Mortgage Loan shall have been liquidated or
paid in full. In addition, 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 Files; Administration; Reports. In general,
to attend to all non-discretionary details in connection with
maintaining custody of the Mortgage Files, including without
limitation to review each Mortgage File within 90 days after
issuance of the Certificates, to ascertain that all documents
required to be delivered pursuant to Section 2.01 of the
Pooling Agreement have been executed, received and recorded,
if applicable, and, in connection therewith, to deliver such
reports and certifications to the Trustee and CMSI as are
required by the Pooling Agreement. If in the course of such
review, or if at any time during the term of this Agreement,
Bank One determines that a document or documents constituting
part of a Mortgage File is defective or missing, it shall
promptly so notify the Trustee and CMSI in accordance with the
provisions of Section 2.02 of the Pooling Agreement and shall,
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. Bank One shall
assist the Trustee generally in the preparation of reports to
Certificateholders or to regulatory bodies to the extent
necessitated by Bank One's custody of the Mortgage Files.
4. Access to Records. Bank One shall permit the Trustee, CMSI or
any Subservicer appointed by CMSI or their duly authorized representatives,
attorneys or auditors to inspect the Mortgage Files and the books and records
maintained by Bank One or temporarily remove one or more Mortgage or Mortgage
Notes for purposes of servicing the Mortgages pursuant hereto at such times as
the Trustee, CMSI or any Subservicer may reasonably request, subject only to
compliance by the Trustee, CMSI or any Subservicer with the security procedures
of Bank One applied by Bank One to its own employees having access to these and
similar records.
5. Instructions; Authority to Act. Bank One shall 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 Bank One 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 Bank
One from the Trustee, CMSI or any Subservicer. Such instructions may be general
or specific in terms.
6. Indemnification. Bank One agrees to 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 Bank One of the Mortgage Files; provided,
however, that
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Bank One shall not be liable for any portion of any such amount resulting from
the gross negligence or willful misconduct of the Trustee.
7. Advice of Counsel. Bank One shall be entitled to rely and act
upon advice of counsel with respect to its performance hereunder as custodian
and shall be without liability for any action reasonably taken pursuant to such
advice, provided that such action is not in violation of applicable Federal or
State law.
8. Effective Period, Termination and Amendment, and Interpretive
and Additional Provisions. This Agreement shall become effective as of the date
hereof and shall continue in full force and effect until terminated as
hereinafter provided, and may be amended at any time by mutual agreement of the
parties hereto. This Agreement may be terminated (a) by the resignation by Bank
One as Custodian hereunder or (b) by either CMSI or the Trustee, but only by
reason of a material breach by Bank One of its responsibilities, duties or
obligations hereunder or under the Pooling Agreement. In each case, such
termination shall be effected in a writing delivered or mailed, postage prepaid,
to the other parties, such termination to take effect no sooner than sixty (60)
days after the date of such delivery or mailing. Upon notice of such
termination, CMSI shall 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. In the event that no such
successor custodian has been selected by the 50th day after such notice, the
Trustee may, upon prior notice to CMSI, select a successor custodian. If no
successor custodian has been selected by CMSI or the Trustee by the effective
date of such termination, the Trustee shall act as Mortgage Document Custodian
and Mortgage Note Custodian on and after such effective date, unless thereafter
the Trustee and CMSI shall agree as to a successor custodian. Concurrently with,
or as soon as practicable after, the termination of this Agreement, Bank One
shall redeliver the Mortgage Files (x) if a successor custodian has been
selected as aforesaid, to such successor custodian at such place as it may
reasonably designate or (y) otherwise, to the Trustee or its designee at such
place as the Trustee may reasonably designate. In connection with the
administration of this Agreement, the parties hereto may agree from time to time
upon the interpretation of the provisions of this Agreement as may in their
opinion be consistent with the general tenor and purposes of this Agreement, any
such interpretation to be signed and annexed hereto.
9. Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York.
10. Notices. Notices and other writings shall be delivered or
mailed, postage prepaid, to the Trustee at ______________________ Attention:
Mortgage Backed and Select Securities Group, CMSI 1999-__; or to Bank One at the
address set forth in Section 2, Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇; or to CMSI at
the address set forth in Section 2; or to such other address as the Trustee,
CMSI or Bank One may hereafter specify in writing. Notices or other writings
shall be effective only upon actual receipt by the parties.
11. Binding Effect. This Agreement shall be binding upon and shall
inure to the benefit of the Trustee and Bank One and their respective successors
and assigns. Concurrently with the appointment of a successor trustee as
provided in Section 8.07 of the Pooling Agreement, the
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Trustee, CMSI and Bank One shall amend this Agreement to make said successor
trustee the successor to the Trustee hereunder.
12. Counterparts. This Agreement may be signed in any number of
counterparts, each of which will be deemed an original, which taken together
shall constitute one and the same instrument.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed in its name and on its behalf by a duly authorized
officer as of the day and year first above written.
[TRUSTEE],
as Trustee under the Pooling and
Servicing Agreement referred to above
By:______________________________
BANK ONE TRUST COMPANY, N.A.,
as Custodian
By:______________________________
CITICORP MORTGAGE SECURITIES, INC.
By:______________________________
Senior Vice President
C-5
EXHIBIT D
FORM OF SUBSERVICING AGREEMENT
This SUBSERVICING AGREEMENT dated as of ________ 1, 1999 by and between
Citicorp Mortgage Securities, Inc. ("CMSI") and Citicorp Mortgage, Inc., a
Delaware corporation (the "Subservicer");
WHEREAS, CMSI intends to offer REMIC Pass-Through Certificates
designated Series 1999-__, Senior Class A CitiCertificates, Senior Subordinated
Class M CitiCertificates and Subordinated Class B CitiCertificates (the
"CitiCertificates");
WHEREAS, CMSI has entered into a Pooling and Servicing Agreement (the
"Agreement") dated as of ______ 1, 1999 with [Trustee], in its individual
capacity and as Trustee, in connection with the issuance of the
CitiCertificates; and
WHEREAS, Section 6.06 of the Agreement provides that CMSI may at any
time without notice or consent, delegate any duties thereunder to any
corporation, including a corporation more than 50% of the stock of which is
owned, directly or indirectly, by Citicorp;
NOW THEREFORE, in consideration of the foregoing, the mutual covenants
herein contained, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, CMSI and the Subservicer hereby
agree as follows:
1. Definitions. Capitalized terms used but not defined herein shall have
the meanings set forth in the Agreement. Unless otherwise indicated,
all citations to section numbers herein are references to sections in
the Agreement.
2. Appointment of Subservicer. CMSI hereby appoints the Subservicer as
subservicer of the mortgage loans listed in Exhibit B to the Agreement
(the "Mortgage Loans") under the Agreement and delegates all its
servicing and administrative duties with respect to the Mortgage Loans
or otherwise under the Agreement to the Subservicer, including its
position as fiduciary of the Trust Fund, and the Subservicer hereby
agrees to perform all such servicing duties of CMSI with respect to the
Mortgage Loans set forth in the Agreement. The Subservicer covenants
and agrees that it will service the Mortgage Loans in accordance with
and in the manner specified in the Agreement.
3. Subservicing Fees.
(a) Subject to the following proviso, CMSI is entitled as servicer
under the Agreement to receive a fee in an amount equal to
0.__% per annum of the aggregate Adjusted Balance of the
Mortgage Loans. In addition to such servicing fee, CMSI is
entitled to receive any prepayment charges, assumption fees,
late payment charges, and other similar charges and fees, all
to the extent collected from the Mortgagors with respect to
the Mortgage Loans; provided, however, that CMSI is obligated
to make certain payments into the Certificate Account pursuant
to Section 3.25 of the Agreement.
1
(b) As compensation for its services, CMSI agrees to pay the
Subservicer monthly a subservicing fee equal to the aggregate
amount received pursuant to clause (a). Notwithstanding
anything herein to the contrary, unless otherwise directed by
CMSI, the Subservicer shall collect all items referred to in
clause (a) and retain the same as compensation for the
performance of its duties as Subservicer; provided, however,
that on or before the Business Day next preceding the related
Determination Date, the Subservicer shall pay to CMSI an
amount equal to the amount that CMSI is required to deposit
into the Certificate Account with respect to the Mortgage
Loans pursuant to Section 3.21 of the Agreement.
4. Payment of Servicing Expenses. The Subservicer agrees to pay any fees
and expenses of the Trustee, Certificate Registrar, Paying Agent,
Authenticating Agent and Independent Accountants. In addition, all
other expenses incurred in connection with the servicing of the
Mortgage Loans in the Pool, including but not limited to payment of all
fees and expenses in connection with the realization upon defaulted
Mortgage Loans in the Pool, and payment of expenses incurred in
connection with distributions and reports to Certificateholders, shall
be paid by the Subservicer.
5. Indemnification. The Subservicer agrees to indemnify, defend and hold
harmless CMSI against any and all losses, damages, penalties, fines,
forfeitures, legal fees and related costs, and judgments resulting from
the Subservicer's failure to perform under this Subservicing Agreement
or under the terms and conditions of the Agreement.
6. Independent Contractor. Nothing contained herein shall be deemed or
construed to create a co-partnership or joint venture between CMSI and
the Subservicer, and the services of the Subservicer shall be rendered
as an independent contractor and not as an employee or agent of CMSI.
7. Choice of Law. This Subservicing Agreement shall be governed by,
construed and enforced in accordance with the laws of the State of New
York.
8. Amendment. This Subservicing Agreement may not be amended or modified
orally, and no provision of this Subservicing Agreement may be waived
or amended except in a writing signed by CMSI and the Subservicer. No
amendment or modification of this Subservicing Agreement which has a
material adverse effect on holders of CitiCertificates shall be
effective unless consented to in writing by the Trustee. The Trustee
shall be protected in consenting to any such change to the same extent
provided in Article X of the Agreement.
9. Termination; Replacement. This Subservicing Agreement shall terminate
upon any termination of CMSI as Servicer under the Agreement. CMSI may
terminate this Subservicing Agreement if the Subservicer defaults in
the performance of any of its duties hereunder or under the Agreement.
CMSI may replace the Subservicer as subservicer hereunder on thirty
days' written notice, with any housing finance institution or
corporation, including a housing finance institution or corporation
which is an affiliate of CMSI with a net worth as of the end of its
latest fiscal year of not less than $5,000,000. Any such replacement
subservicer shall execute a subservicing agreement substantially in the
form of this Subservicing Agreement.
2
10. Trustee Beneficiary. The representations and agreements made by the
Subservicer in this Subservicing Agreement are made for the benefit of,
and may be enforced by, the Trustee and the holders of CitiCertificates
to the same extent that the Trustee and the holders of
CitiCertificates, respectively, have rights against CMSI under the
Agreement in respect of representations and agreements made by CMSI
therein with respect to the Mortgage Loans.
11. Subservicer not to Resign; Right to Delegate. The Subservicer shall not
resign as subservicer hereunder except upon determination (evidenced by
the delivery of an opinion of counsel reasonably acceptable to the
Trustee) that the performance of its duties hereunder is no longer
permissible under applicable law. The Subservicer shall have the right
to delegate its duties hereunder to any corporation more than 50% of
the voting stock of which is owned, directly or indirectly, by
Citicorp. No such delegation shall relieve the Subservicer of its
obligations hereunder.
3
IN WITNESS WHEREOF, CMSI and the Subservicer have executed this
Subservicing Agreement effective as of the date first written above.
CITICORP MORTGAGE SECURITIES, INC.
By:_______________________________
Senior Vice President
CITICORP MORTGAGE, INC.
By:________________________________
Vice President
4
EXHIBIT E
[FORM OF PURCHASER LETTER]
[Purchaser]
[Date]
Citicorp Mortgage Securities, Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
[TRUSTEE]
Attention: Corporate Trust Department
Ladies and Gentlemen:
In connection with the purchase by us of $ Initial Stated Amount of the
Citicorp Mortgage Securities, Inc. REMIC Pass-Through Certificates, Series
1999-__, Class B-[3][4][5] CitiCertificates, we confirm that:
1. We understand that the Class B-[3][4][5] CitiCertificates 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 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-[3][4][5] CitiCertificates, we are able to bear the economic risk of
investment in the Class B-[3][4][5] CitiCertificates 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.]
[2. We are "Qualified Institutional Buyers" within the meaning of Rule
144A promulgated under the Securities Act.]
3. We will acquire the Class B-[3][4][5] CitiCertificates 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-[3][4][5] CitiCertificates,
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-[3][4][5] CitiCertificates 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.
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-[3][4][5] CitiCertificates,
we will not transfer any of such Class B-[3][4][5] CitiCertificates 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
E-1
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-[3][4][5] CitiCertificates 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-[3][4][5] CitiCertificates
will bear a legend to substantially the following effect:
THIS CLASS B[-3][-4][-5] CITICERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENTS TO
THE CLASS A, CLASS A-IO, CLASS M, CLASS B-1 [AND][,] CLASS B-2 [AND CLASS B-3]
[, CLASS B-3 AND CLASS B-4] CITICERTIFICATES AS DESCRIBED IN THE AGREEMENT
REFERRED TO HEREIN. THIS CLASS B CITICERTIFICATE MAY NOT BE PURCHASED BY OR
TRANSFERRED TO ANY PERSON WHICH IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED ("ERISA") OR SECTION 4925 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 5.02 OF THE AGREEMENT DESCRIBED HEREIN.
THIS CLASS B[-3][-4][-5] CITICERTIFICATE 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.
Very truly yours,
[Name of Purchaser]
By:*_______________
Name:
Title:
___________________________
* This letter may be signed by ▇▇▇▇▇▇▇▇▇'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 ERISA LETTER]
[Purchaser]
[Date]
Citicorp Mortgage Securities, Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇., ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
[TRUSTEE]
Attention: Corporate Trust Department
Ladies and Gentlemen:
In connection with the purchase by us of $_______________ Initial
Stated Amount of the Citicorp Mortgage Securities, Inc. REMIC Pass-Through
Certificates, Series 1999-__, [Class M][Class B-[1][2][3][4][5]]
CitiCertificates 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
Purchased CitiCertificates 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
___ 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 of
Similar Law.
[The Certificates will be registered in the name of [Nominee Name] but
the undersigned will
F-1
be the beneficial owner thereof.]
Very truly yours,
[Name of Purchaser]
By:________________
Name:
Title:
______________________
* This letter may be signed by ▇▇▇▇▇▇▇▇▇'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.
F-2