POOLING AND SERVCING AGREEMENT

Exhibit 4.1

 

CITICORP RESIDENTIAL MORTGAGE SECURITIES, INC.,

Depositor

CITIFINANCIAL MORTGAGE COMPANY, INC.,

Servicer

And

U.S. BANK NATIONAL ASSOCIATION,

Trustee

POOLING AND SERVICING AGREEMENT

Dated as of [Month] 1, 200[*]

REMIC PASS-THROUGH CERTIFICATES,

SERIES 200[*]-[*]

 

TABLE OF CONTENTS

 

 

 

-2-

THIS POOLING AND SERVICING AGREEMENT (“this Pooling Agreement” or “this Agreement”), dated as of [Month] 1, 200[*], among CITICORP RESIDENTIAL MORTGAGE SECURITIES, INC., a Delaware corporation (“CRMSI”), CITIFINANCIAL MORTGAGE COMPANY, INC., a New York corporation (the “Servicer”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).

WITNESSETH THAT:

In the regular course of their business, certain affiliates of CRMSI originate and acquire Mortgage Loans. CRMSI, the Servicer and the Trustee wish to set forth the terms and conditions pursuant to which CRMSI will sell to the Trust Fund the Mortgage Loans listed on Exhibit B hereto. Certificates will be issued to Holders evidencing ownership interests in such Trust Fund and the Servicer will manage and service such Mortgage Loans. In consideration of the mutual agreements herein contained, CRMSI, the Servicer and the Trustee agree as follows:

ARTICLES I-XI

INCORPORATION BY REFERENCE

Those certain Standard Terms for Pooling and Servicing Agreements dated as of [Month] 1, 200[*] (the “Standard Terms”), a copy of which is attached hereto, as amended, superseded and supplemented hereby, are incorporated by reference herein as if set forth in full. Such Standard Terms, as so amended, superseded and supplemented, are hereby affirmed by, and shall constitute a part of this Agreement between, the parties hereto.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 for the related series of Certificates as may be set forth in this Pooling Agreement.

ARTICLE XII

TERMS FOR SERIES 200[*]-[*] CERTIFICATES

On [Issue Date], 200[*], there shall be established pursuant to the terms of, and authenticated under, this Pooling Agreement a series of certificates known and designated as “Citicorp Residential Mortgage Securities, Inc. REMIC Pass-Through Certificates, Series 200[*]-[*]”. Elections will be made pursuant to this Agreement to treat the Trust as a REMIC for federal income tax purposes. The Certificates shall consist of [(i) one Class consisting of six Subclasses of Certificates (each a “Class A Subclass”) designated as “Citicorp Residential Mortgage Securities, Inc. REMIC Pass-Through Certificates, Series 200[*]-[*], Senior Class A-1 Certificates” (the “Class A-1 Certificates”), “Citicorp Residential Mortgage Securities, Inc. REMIC Pass-Through Certificates, Series 200[*]-[*], Senior Class A-2 Certificates” (the “Class A-2 Certificates”), “Citicorp Residential Mortgage Securities, Inc. REMIC Pass-Through Certificates, Series 200[*]-[*], Senior Class A-3 Certificates” (the “Class A-3 Certificates”), “Citicorp Residential Mortgage Securities, Inc. REMIC Pass-Through Certificates, Series 200[*]-[*], Senior Class A-4 Certificates” (the “Class A-4 Certificates”) and “Citicorp Residential Mortgage Securities, Inc. REMIC Pass-Through Certificates, Series 200[*]-[*], Senior Class A-5 Certificates” (the “Class A-5 Certificates”), and “Citicorp Residential Mortgage Securities, Inc. REMIC Pass-Through Certificates, Series 200[*]-[*], Senior Class A-6

 

3

Certificates” (the “Class A-6 Certificates” and, collectively, together with the Class A Certificates, the “Class A Certificates”); (ii) one Class consisting of [***] Subclasses (each a “Class M Subclass”) of Certificates designated as “Citicorp Residential Mortgage Securities, Inc., REMIC Pass-Through Certificates, Series 200[*]-[*], Subordinated Class M-1 Certificates” (the “Class M-1 Certificates”), and “Citicorp Residential Mortgage Securities, Inc. REMIC Pass-Through Certificates, Series 200[*]-[*], Subordinated Class M-2 Certificates” (the “Class M-2 Certificates”, and together with the Class M-1 Certificates, collectively, the “Class M Certificates”); (iii) one Class consisting of [***] Subclasses (each a “Class B Subclass”) “Citicorp Residential Mortgage Securities, Inc., REMIC Pass-Through Certificates, Series 200[*]-[*], Subordinated Class B-1 Certificates” (the “Class B-1 Certificates”), “Citicorp Residential Mortgage Securities, Inc. REMIC Pass-Through Certificates, Series 200[*]-[*], Subordinated Class B-2 Certificates” (the “Class B-2 Certificates”); [(iv) one Class of [“Citicorp Residential Mortgage Securities, Inc. REMIC Pass-Through Certificates, Series 200[*]-[*], Class CE Certificates” (the “Class CE Certificates”); (v) one Class of “Citicorp Residential Mortgage Securities, Inc. REMIC Pass-Through Certificates, Series 200[*]-[*], Class P Certificates” (the “Class P Certificates”);] and (vi) one class of residual interests designated as “Citicorp Residential Mortgage Securities, Inc. REMIC Pass-Through Certificates, Series 200[*]-[*], Class R Certificate” (the “Class R Certificate” or the “Residual Certificate”, and together with the Class A, Class M, Class B, [Class CE and Class P] Certificates, the “Certificates”)].

The Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class M-1, Class [M-2], Class B-1, Class [B-2], [Class CE and Class P] Certificates are hereby designated as “regular interests” in the REMIC within the meaning of Code Section 860G(a)(1). The Class R Certificate is hereby designated as the sole class of “residual interest” in the REMIC within the meaning of Code Section 860G(a)(2). The Certificates shall have the terms provided for in this Agreement.

Section 12.01. General Terms for Certificates .

(a) The Class A Certificates, the Class M Certificates, the Class B Certificates, [the Class CE Certificates, the Class P Certificates] and the Residual Certificates shall have the following respective Initial Principal Balances and Certificate Rates:

 

 

4

(1)	The Class A-1 Certificates will accrue interest for each Interest Accrual Period at a per annum rate equal to [the lesser of (x) One-Month LIBOR plus the Class A-1 Margin and (y) the Group 2 Net WAC Cap]. The initial Certificate Rate for the Class A-1 Certificates is [**]% per annum.

 

(2)	For all Interest Accrual Periods commencing after the Optional Termination Date, the Certificate Rate for each Class of Group 1 Certificates (other than Class A-1) will be the applicable rate set forth above plus [**]% per annum.

 

(3)	[Class CE Certificates]

 

(4)	[Class P Certificates]

 

(5)	The Class R Certificate has [no] [$100] Principal Balance or Certificate Rate.

The Residual Certificate will be entitled to distributions as set forth herein.

The last scheduled distribution date is [Date], 20[**] for each Class, and 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).

(b) For each Distribution Date, each of the Class A Certificates, Class M Certificates and Class B Certificates will accrue interest on their respective Principal Balances at the applicable Certificate Rate for such Subclass or Class set forth in Section 12.01(a) during the related Interest Accrual Period. Interest accrued on the Certificates during any Interest Accrual Period will be calculated on the assumption that any distributions in reduction of Principal Balance on all Certificates were made, 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 or allocated. Each Class A Subclass Interest Amount, each Class M Subclass Interest Amount and each Class B Subclass Interest Amount relating to an Interest Accrual Period shall be distributable on the following Distribution Date. Each Subclass and Class of Certificates shall accrue interest from the applicable Accrual Date for such Subclass and Class of Certificates.

Interest on the Fixed Rate Certificates will be calculated on the basis of a 360-day year comprised on twelve 30-day months. Interest on the Floating Rate Certificates will be calculated on the basis of the actual number of days in an Interest Accrual Period and a 360-day year.

On each Distribution Date, each Class A Subclass Interest Amount, each Class M Subclass Interest Amount, each Class B Subclass Interest Amount for such Subclass for such Distribution Date shall be distributable to such Subclass or Class of Certificates.

 

5

(c) [Reserved].

(d) Subject to the provisions of Section 13.01, on each Distribution Date prior to the Subordination Depletion Date, the Group 1 Senior Principal Distribution Amount and Group 2 Senior Principal Distribution Amount will be allocated among and distributed in reduction of the Principal Balance of the Subclasses of the Class A Certificates concurrently as follows:

 

(x)

[The Group 1 Senior Principal Distribution Amount will be allocated sequentially as follows:

 

(I)

first, to the Class A-6 Certificates, the Class A-6 Priority Amount for such Distribution Date; and

 

(II)

then, the amount remaining after application according to clause (I) above, sequentially as follows:

 

(1)

to the Class A-2 Certificates until their Principal Balance is reduced to zero,

 

(2)

to the Class A-3 Certificates until their Principal Balance is reduced to zero,

 

(3)

to the Class A-4 Certificates until their Principal Balance is reduced to zero,

 

(4)

to the Class A-5 Certificates until their Principal Balance is reduced to zero, and

 

(5)

to the Class A-6 Certificates until their Principal Balance is reduced to zero.

 

(y)

The Group 2 Senior Principal Distribution Amount will be allocated to the Class A-1 Certificates until their Principal Balance is reduced to zero.]

(e) On each Distribution Date on or after the Group 1 Subordination Depletion Date, notwithstanding the priorities set forth in Section 12.01(d)(x), the Group 1 Principal Distribution Amount will be distributed pro rata to the Group 1 Class A Subclasses, based on outstanding Principal Balances.

(f) On each Distribution Date, distributions in reduction of the Principal Balance made to each Class A Subclass will be distributed pro rata among the holders of Certificates of such Class A Subclass.

(g) On each Distribution Date, subject to the provisions of Section 13.01, distributions in reduction of Principal Balance of the Subclasses of Class M Certificates will be made in an aggregate amount equal to the applicable Class M Subclass Principal Distribution Amount, respectively, in accordance with the priorities set forth in Section 13.01(b).

(h) Other distributions shall be made in respect of the Certificates as provided in Section 13.01.

 

6

Section 12.02. Additional Terms and Definitions . The Certificates shall have and be subject to the following additional specific terms:

Accrual Date . For each Class or Subclass of Fixed Rate Certificates, the Cut-Off Date; for each Class or Subclass of Floating Rate Certificates, the Issue Date.

Administration Fee . For a Pool, a monthly amount equal to one-twelfth of the product of (x) [**]% and (y) the Pool Balance of such Pool as of the first day of the Collection Period for the particular Distribution Date.

Aggregate Current Pool Balance . For any date, the sum of the Pool Balance of Pool 1 and the Pool Balance of Pool 2.

Aggregate Initial Pool Balance . The sum of the Initial Pool Balance of Pool 1 and the Initial Pool Balance of Pool 2.

Applied Loss Amount . For any Distribution Date and (a) for Pool 1, any excess of (x) the Group 1 Principal Balance, after giving effect to distributions of principal to such Group on such date but prior to allocation pursuant to Section 13.02, over (y) the Pool Balance of Pool 1 as of the end of the related Collection Period and (b) for Pool 2, any excess of (x) the Group 2 Principal Balance, after giving effect to distributions of principal to such Group on such date but prior to allocation pursuant to Section 13.02, over (y) the Pool Balance of Pool 2 as of the end of the related Collection Period.

Authenticating Agent . Citibank, N.A., Agency & Trust, 388 Greenwich Street, New York, New York has been appointed by the Trustee as an Authenticating Agent pursuant to Section 8.12. Any such Authenticating Agent may be removed, and any other Authenticating Agent appointed, as permitted by Section 8.12.

Book-Entry Certificates . All Subclasses of Class A Certificates are Book-Entry Certificates.

Capitalized Interest Account . Not applicable.

Cash Deposited into Collection Account . No cash will be deposited into the Collection Account on the Issue Date.

Certificate Rate . The Certificate Rates for the Certificates are as set forth in Section 12.01(a).

Certificate Administrator . CitiMortgage, Inc.

Certificate Registrar . Citibank, N.A., having its principal offices located at 388 Greenwich Street, New York, New York 10013, is hereby appointed as the Certificate Registrar for all of the Certificates pursuant to Section 5.02.

 

7

Class A Subclass Interest Shortfall . For a Distribution Date and any Class A Subclass, the sum of (x) any Class A Subclass Interest Shortfall Amount for such Subclass for such Distribution Date and (y) any Class A Subclass Interest Shortfall for such Subclass for the prior Distribution Date and remaining unpaid after application of all payments on such prior Distribution Date plus interest on the amount thereof at the applicable Certificate Rate for the Interest Accrual Period related to the Distribution Date in question.

Class A Subclass Principal Distribution Amount . For each Distribution Date and any Class A Subclass, the amount of principal distributed to such Class A Subclass pursuant to clause 1.d or 2.d of Section 13.01(b), as applicable.

Class A-1 Cap Amount . For a Distribution Date, the sum of (x) the difference (if greater than zero) between the Formula Accrual for Class A-1 for the related Interest Accrual Period and the Class A Subclass Interest Amount for Class A-1 for such Distribution Date and (y) any Class A-1 Cap Amount remaining unpaid on the prior Distribution Date after giving effect to all payments made on such prior Distribution Date, plus interest on the amount thereof at its Formula Rate for the related Interest Accrual Period for the Distribution Date in question.

Class A-6 Percentage . The lesser of (A) [**]% and (B) the Principal Balance of the Class A-6 Certificates, divided by the aggregate Subclass Principal Balances of the Class A Certificates.

Class A-6 Priority Amount . For any Distribution Date means the lesser of (A) the Principal Balance of the Class A-6 Certificates and (B) the product of (a) the Class A-6 Percentage, (b) the Class A-6 Shift Percentage and (c) the Group 1 Senior Principal Distribution Amount.

Class A-6 Shift Percentage . For any Distribution Date will be the percentage indicated below:

 

Class M Factor . For Class M-1, [**]%; and for Class M-2, [**]%.

Class M-1 Margin . For any Distribution Date up to and including the Optional Termination Date, [**]% per annum and, thereafter, [**]% per annum.

Class M-2 Margin . For any Distribution Date up to and including the Optional Termination Date, [**]% per annum and, thereafter, [**]% per annum.

 

8

Class M Subclass Interest Shortfall . For a Distribution Date and any Class M Subclass, the sum of (x) any Class M Subclass Interest Shortfall Amount for such Subclass for such Distribution Date and (y) any Class M Subclass Interest Shortfall for such Subclass for the prior Distribution Date and remaining unpaid after application of all payments on such prior Distribution Date plus interest on the amount thereof at the applicable Certificate Rate for the Interest Accrual Period related to the Distribution Date in question.

Class M Subclass Principal Balance . As to the first Distribution Date and any Class M Subclass, the Initial Principal Balance of such Class M Subclass as set forth in Section 12.01(a). As of any subsequent Distribution Date, the lesser of (a) such Initial Principal Balance minus (i) all amounts previously distributed to holders thereof in reduction of Principal Balance and (ii) the Class M Subclass Applied Losses for such Class M Subclass and (b) the Pool Balance of the related Pool minus the sum of the Class A Principal Balance of the related Group and the Class M Subclass Principal Balances of all Class M Subclasses in the related Group with lower numerical designations, each as of the immediately preceding Distribution Date (after taking into account distributions in reduction of Principal Balance and the allocation of any Applied Loss Amounts on such date).

Class M Subclass Principal Distribution Amount . For any Distribution Date on or after the Group 1 Stepdown Date and on which a Group 1 Trigger Event is not in effect, an amount for a particular Class [M] Subclass equal to the excess of

(a) the sum of (x) the Group 1 Class A Principal Balance and the Class M Subclass Principal Balance for each Class [M] Subclass having a lower numerical designation (after giving effect to the payment on such Distribution Date of the Group 1 Senior Principal Distribution Amount and each Class M Subclass Principal Distribution Amount for a Class [M] Subclass having a lower numerical designation) and (y) the Class M Subclass Principal Balance of the Class [M] Subclass in question immediately prior to such Distribution Date over

(b) the lesser of (x) the Class [M] Factor for such Class [M] Subclass of the Pool Balance of Pool 1 as of the end of the related Collection Period and (y) the Pool Balance of Pool 1 as of the end of the related Collection Period minus the Group 1 OC Floor Amount.

For any other Distribution Date, (a) if the Group 1 Class A Principal Balance has not been reduced to zero and either (x) such Distribution Date is prior to the Group 1 Stepdown Date or (y) a Group 1 Trigger Event is in effect, each Class [M] Subclass Principal Distribution Amount shall be zero and (b) if the Group 1 Class A Principal Balance has been reduced to zero and either (x) such Distribution Date is prior to the Group 1 Stepdown Date or (y) a Group 1 Trigger Event is in effect, the Class [M] Subclass Principal Distribution Amount for a particular Class [M] Subclass shall be equal to the lesser of (1) 100% of the Group 1 Principal Distribution Amount minus the sum of the Class [M] Subclass Principal Distribution Amounts for each Class [M] Subclass with a lower numerical designation and (2) the Class [M] Subclass Principal Balance of such Class [M] Subclass.

 

9

Class [M] Subclass Principal Distribution Amount . For any Distribution Date on or after the Group 2 Stepdown Date and on which a Group 2 Trigger Event is not in effect, an amount for a particular Class [M] Subclass equal to the excess of

(a) the sum of (x) the Group 2 Class A Principal Balance and the Class M Subclass Principal Balance for each Class [M] Subclass having a lower numerical designation (after giving effect to the payment on such Distribution Date of the Group 2 Senior Principal Distribution Amount and each Class [M] Subclass Principal Distribution Amount for a Class [M] Subclass having a lower numerical designation) and (y) the Class M Subclass Principal Balance of the Class [M] Subclass in question immediately prior to such Distribution Date over

(b) the lesser of (x) the Class [M] Factor for such Class [M] Subclass of the Pool Balance of Pool 2 as of the end of the related Collection Period and (y) the Pool Balance of Pool 2 as of the end of the related Collection Period minus the Group 2 OC Floor Amount.

For any other Distribution Date, (a) if the Group 2 Class A Principal Balance has not been reduced to zero and either (x) such Distribution Date is prior to the Group 2 Stepdown Date or (y) a Group 2 Trigger Event is in effect, each Class [M] Subclass Principal Distribution Amount shall be zero and (b) if the Group 2 Class A Principal Balance has been reduced to zero and either (x) such Distribution Date is prior to the Group 2 Stepdown Date or (y) a Group 2 Trigger Event is in effect, the Class [M] Subclass Principal Distribution Amount for a particular Class [M] Subclass shall be equal to the lesser of (1) 100% of the Group 2 Principal Distribution Amount minus the sum of the Class [M] Subclass Principal Distribution Amounts for each Class [M] Subclass with a lower numerical designation and (2) the Class [M] Subclass Principal Balance of such Class [M] Subclass.

Constituent REMIC . The REMIC shall be the “Constituent REMIC” for purposes of Section 3.11.

Corporate Trust Office . The Corporate Trust Office is located at U.S. Bank National Association, having its principal offices located at One Federal Street—3 ^rd Floor, Boston, Massachusetts 02110, Attention: Corporate Trust Services, Citicorp Residential Mortgage Securities, Inc. REMIC Pass-Through Certificates, Series 200[*]-[*], or such other address as shall be identified to CRMSI and all Certificateholders by or on behalf of the Trustee in writing.

Cumulative Loss Percentage . As of any date and for a particular Pool, the percentage equivalent of Cumulative Realized Losses for such Pool divided by the Initial Pool Balance of such Pool.

Cumulative Loss Test . The Cumulative Loss Test for Group 1 will be failed on a Distribution Date if the Cumulative Loss Percentage of Pool 1 equals or exceeds (1) with respect to Distribution Dates from [Month/Year] through [Month/Year], inclusive, [**]% in the first month, plus an additional [**]% for each month thereafter, (2) with respect to Distribution Dates from [Month/Year] through [Month/Year], inclusive, [**]% in the first month, plus an additional [**]% for each month thereafter, (3) with respect to Distribution Dates from [Month/Year] through [Month/Year], inclusive, [**]% in the first month, plus an additional [**]% for each month thereafter, and (4) with respect to Distribution Dates from April 2010 and thereafter, [**]%.

The Cumulative Loss Test for Group 2 will be failed on a Distribution Date if the Cumulative Loss Percentage of Pool 2 equals or exceeds (1) with respect to Distribution Dates from [Month/Year] through [Month/Year], inclusive, [**]% in the first month, plus an additional [**]% for each month thereafter, (2) with respect to Distribution Dates from [Month/Year]

 

10

through [Month/Year], inclusive, [**]% in the first month, plus an additional [**]% for each month thereafter, (3) with respect to Distribution Dates from [Month/Year] through [Month/Year], inclusive, [**]% in the first month, plus an additional [**]% for each month thereafter, (4) with respect to Distribution Dates in [Month/Year] and thereafter, [**]%.

Cumulative Realized Losses . For any date and for a particular Pool, the aggregate amount of Realized Losses on all Mortgage Loans in that Pool for all Prepayment Collection Periods ending prior to such date.

Current Class A Enhancement Level . As of any Distribution Date, (a) for Group 1, the percentage obtained by dividing (i) the sum of the Class M Subclass Principal Balances of the Class [M] Certificates and the Group 1 Overcollateralization Amount (prior to giving effect to any distributions in reduction of Principal Balance and the allocation of any losses on such date) by (ii) the Pool Balance of Pool 1 as of the last day of the related Collection Period and (b) for Group 2, the percentage obtained by dividing (i) the sum of the Class M Subclass Principal Balances of the Class [M] Certificates and the Group 2 Overcollateralization Amount (prior to giving effect to any distributions in reduction of Principal Balance and the allocation of any losses on such date) by (ii) the Pool Balance of Pool 2 as of the last day of the related Collection Period.

Current Interest . For a Distribution Date, (a) for Group 1, the sum of the Class A Subclass Interest Amounts and Class M Subclass Interest Amounts for the Group 1 Certificates and (b) for Group 2, the sum of the Class A Subclass Interest Amounts and Class M Subclass Interest Amounts for the Group 2 Certificates.

Custodian . Citibank (West), fsb, is designated by the Trustee as the Custodian.

Cut-Off Date . The Cut-Off Date is [Month] 1, 200[*].

Deficiency Amount . For any Distribution Date and for a particular Pool, any excess of (x) the Targeted Level for the related Group over (y) the Overcollateralization Amount for the related Group, taking into account the reduction of the Certificate Balance of such Group by Principal Proceeds but prior to applying any Extra Principal Distribution Amount or Applied Loss Amount for such Pool.

Definitive Certificates . The Class M Certificates and the Residual Certificates will be issued in fully registered certificated form.

Delinquency Test . The Delinquency Test for Group 1 will be failed on a Distribution Date if the Current Class A Enhancement Level of Group 1 (expressed as a dollar amount) is less than or equal to [***] times the aggregate Loan Balances of Pool 1 Mortgage Loans Delinquent 60 days or more (without regard to any grace period and including, for this purpose, Mortgage Loans in foreclosure or subject to Mortgagor bankruptcy proceedings and REO Properties).

The Delinquency Test for Group 2 will be failed on a Distribution Date if the Current Class A Enhancement Level of Group 2 (expressed as a dollar amount) is less than or equal to [***] times the aggregate Loan Balances of Pool 2 Mortgage Loans Delinquent 60 days or more (without regard to any grace period and including, for this purpose, Mortgage Loans in foreclosure or subject to Mortgagor bankruptcy proceedings and REO Properties).

 

11

Denominations . The denominations of each Subclass of the Class A Certificates and Class M Certificates are $[25,000] Initial Principal Balance and integral multiples of $1 in excess thereof (except that one Certificate of each Class or Subclass may be issued in a different denomination). The denominations of the Class R Certificates are 100% Percentage Interest.

Depository . The initial Depository is [                      ].

Designated Interest Accrual Date . For a particular Distribution Date, in the case of Fixed Rate Certificates, the first day of the calendar month preceding such Distribution Date, and in the case of Floating Rate Certificates, the preceding Distribution Date.

Determination Date . The Determination Date for 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.

Distribution Date . Each Distribution Date shall be the [25]th day of each month (or if such day is not a Business Day, the next succeeding Business Day), commencing in [Month/Year].

Enhancement Date . For a particular Group, the first Distribution Date on which the Current Class A Enhancement Level for such Group is greater than or equal to the Required Class A Enhancement Level for such Group.

ERISA Restricted Certificates . Not applicable.

Extra Principal Distribution Amount . For any Distribution Date and for a particular Pool, the lesser of (x) Monthly Excess Interest for such Pool and (y) the Deficiency Amount for such Pool.

Fixed Rate Certificates . The Group 1 Certificates (other than Class A-[*]).

Floating Rate Certificates . The Class A-[*] and the Group 2 Certificates.

Formula Accrual . For any Interest Accrual Period and for each Subclass of Floating Rate Certificates, the amount of interest accrued thereon at the applicable Formula Rate, minus any Civil Relief Shortfall Amount and any Non-Supported Interest Shortfall allocated to such Subclass on the related Distribution Date.

Formula Rate . For any Interest Accrual Period and (x) for the Class A-[*] Certificates, their Certificate Rate, calculated without regard to the Group 1 Net WAC Cap, and (y) for each Subclass of the Class AV and Class [M] Certificates, the applicable Certificate Rate, calculated without regard to the Group 2 Net WAC Cap.

Group 1 Certificates . The Class AF and Class [M] Certificates comprise Group 1.

Group 1 Class A Certificates . The Class AF Certificates.

 

12

Group 1 Class A Principal Balance . As of any date, the sum of the Class A Subclass Principal Balances of the Group 1 Class A Certificates.

Group 1 Net WAC Cap . For a Distribution Date, the weighted average of the Net Note Rates of the Mortgage Loans of Pool 1 (calculated on the basis of the Loan Balances thereof as of the first day of the related Collection Period), adjusted to an actual/360 basis.

Group 1 Principal Balance . As of any date, the sum of the Subclass Principal Balances of the Group 1 Certificates.

Group 1 Principal Distribution Amount . For any Distribution Date, the lesser of (x) the Group 1 Principal Balance and (y) Pool 1 Principal Proceeds plus any Extra Principal Distribution Amount for Group 1 minus any Release Amount for Group 1.

Group 1 Senior Principal Distribution Amount . For any Distribution Date prior to the Stepdown Date for Group 1 or on which a Trigger Event for Group 1 is in effect, the Group 1 Principal Distribution Amount for such Distribution Date; for all other Distribution Dates, the lesser of (x) the Group 1 Principal Distribution Amount and (y) the Group 1 Class A Principal Balance minus the lesser of (A) the Pool Balance of Pool 1 minus the OC Floor Amount of Group 1 and (B) [**]% of the Pool Balance of Pool 1.

Group 2 Certificates . The Class AV-1 and Class [M] Certificates comprise Group 2.

Group 2 Class A Certificates . The Class AV-1 Certificates.

Group 2 Class A Principal Balance . As of any date, the Class A Subclass Principal Balance of the Class AV-1 Certificates.

Group 2 Net WAC Cap . For a Distribution Date, the weighted average of the Net Note Rates of the Mortgage Loans of Pool 2 (calculated on the basis of the Loan Balances thereof as of the first day of the related Collection Period), adjusted to an actual/360 basis.

Group 2 Principal Balance . As of any date, the sum of the Subclass Principal Balances of the Group 2 Certificates.

Group 2 Principal Distribution Amount . For any Distribution Date, the lesser of (x) the Group 2 Principal Balance and (y) Pool 2 Principal Proceeds plus any Extra Principal Distribution Amount for Group 2 minus any Release Amount for Group 2.

Group 2 Senior Principal Distribution Amount . For any Distribution Date prior to the Stepdown Date for Group 2 or on which a Trigger Event for Group 2 is in effect, the Group 2 Principal Distribution Amount for such Distribution Date; for all other Distribution Dates, the lesser of (x) the Group 2 Principal Distribution Amount and (y) the Group 2 Class A Principal Balance minus the lesser of (A) the Pool Balance of Pool 2 minus the OC Floor Amount for Group 2 and (B) [**]% of the Pool Balance of Pool 2.

Initial Pool Balance . For Pool 1, $[                      ]; for Pool 2, $[                      ].

Initial Principal Balance . The Initial Principal Balance for each Subclass of the Class A Certificates and for each Subclass of the Class M Certificates and for the Class LR Certificates is as set forth in Section 12.01(a).

 

13

Interest Accrual Period . The Interest Accrual Period for any Distribution Date is (a) in the case of Fixed Rate Certificates, 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 and (b) in the case of Floating Rate Certificates, the period from the preceding Distribution Date (or, in the case of the first Distribution Date, the Issue Date) through the day immediately preceding the current Distribution Date.

Investment Account . None of the Collection Account or the Certificate Account will be an Investment Account.

Issue Date . The Issue Date is [Month Day, Year].

Last Scheduled Distribution Date . The Last Scheduled Distribution Dates for the Certificates are as set forth in Section 12.01(a).

LIBOR Determination Date . The date that is two London Business Days preceding the relevant Interest Accrual Period for Floating Rate Certificates.

London Business Day . A day on which dealings in deposits in U.S. dollars are transacted in the London interbank market.

Monthly Excess Interest . For any Distribution Date and for a particular Pool, any excess of (x) Interest Proceeds for such Pool over (y) the sum of Current Interest for the related Group, any Class A Subclass Interest Shortfalls for the related Group, the Administration Fee for such Pool and such Pool’s pro rata share (based on the Pool Balance thereof) of any trust expenses paid pursuant to Section 12.05.

Net Civil Relief Amount . For a Distribution Date and any Class A Subclass and Class M Subclass, the sum of (x) any Civil Relief Shortfall Amount for such Subclass for such Distribution Date and (y) the aggregate of all Civil Relief Shortfall Amounts for such Subclass for all prior Distribution Dates, minus the aggregate amount of payments made in respect thereof on all prior Distribution Dates pursuant to Section 13.01(b)(1)(k), in the case of Group 1 Certificates, or Section 13.01(b)(2)(k), in the case of Group 2 Certificates.

Net Non-Supported Amount . For a Distribution Date and any Class A Subclass and Class M Subclass, the sum of (x) any Non-Supported Interest Shortfall for such Subclass for such Distribution Date and (y) the aggregate of all Non-Supported Interest Shortfalls for such Subclass for all prior Distribution Dates, minus the aggregate amount of payments made in respect thereof on all prior Distribution Dates pursuant to Section 13.01(b)(1)(k), in the case of Group 1 Certificates, or Section 13.01(b)(2)(k), in the case of Group 2 Certificates.

Net Note Rate . For a Mortgage Loan, the related Mortgage Note Rate minus the sum of the Administration Fee and the Servicing Fee.

 

14

Notices . The address of the Trustee to which notices should be sent is the Corporate Trust Office. The address of CRMSI to which notices should be sent is Citicorp Residential Mortgage Securities, Inc., 250 East Carpenter Freeway, Irving, Texas 75062, Attention: [***]. The address of the Servicer to which notices should be sent is CitiFinancial Mortgage Company, Inc., 250 East Carpenter Freeway, Irving, Texas 75062, Attention: Office of General Counsel, 7 Decker. [The address of S&P to which notices should be sent is 55 Water Street, New York, NY 10004. The address of Moody’s to which notices should be sent is Structured Finance Group, 99 Church Street, New York, New York 10007. The address of Fitch to which notices should be sent is Residential Mortgage Pass-Through Monitoring, One State Street Plaza, 32nd Floor, New York, New York 10004.] The address of the Paying Agent, Certificate Registrar and Authenticating Agent to which notice should be sent is Citibank, N.A., Agency & Trust, 111 Wall Street, 14 ^th floor/Zone 3, New York, New York 10005, Attention: Structured Finance Group.

OC Floor Amount . For any date, (a) for Group 1, [**]% of the Initial Pool Balance of Pool 1 and (b) for Group 2, [**]% of the Initial Pool Balance of Pool 2.

One-Month LIBOR . On any LIBOR Determination Date, One-Month LIBOR will be equal to the offered rate for deposits in U.S. dollars having an index maturity of one month for the next interest period, in amounts of at least $1,000,000, as such rate appears on Bridge Telerate Page 3750 at approximately 11:00 a.m., London time, on such LIBOR Determination Date. If the Bridge Telerate Page 3750 is replaced by another service or ceases to exist, the Certificate Administrator will use the replacing service or such other service that may be nominated by the British Bankers Association for the purpose of displaying London interbank offered rates for U.S. dollar deposits.

If no offered rate appears on Bridge Telerate Page 3750 on a LIBOR Determination Date at approximately 11:00 a.m., London time, then the Certificate Administrator will select four major banks in the London interbank market and shall request each of their principal London offices to provide a quotation of the rate at which one-month deposits in U.S. dollars in amounts of at least $1,000,000 are offered by it to prime banks in the London interbank market, on that date and at that time, that is representative of single transactions at that time. If at least two quotations are provided, One-Month LIBOR will be the arithmetic average of the quotations provided. Otherwise, the Certificate Administrator will select three major banks in New York City and shall request each of them to provide a quotation of the rate offered by them at approximately 11:00 a.m., New York City time, on the LIBOR Determination Date for loans in U.S. dollars to leading European banks having an index maturity of one month for the applicable Interest Accrual Period in an amount of at least $1,000,000 that is representative of single transactions at that time. If three quotations are provided, One-Month LIBOR will be the arithmetic average of the quotations provided. Otherwise, the rate of One-Month LIBOR for the next interest period will be set equal to the rate of One-Month LIBOR for the current Interest Accrual Period.

Optional Termination Date . The first Distribution Date on which the Right to Repurchase may be exercised.

 

15

Overcollateralization Amount . For a Distribution Date, (a) for Group 1, any excess of (x) the Pool Balance of Pool 1 as of the last day of the related Collection Period over (y) the sum of the Group 1 Class A Principal Balance and the Class M Subclass Principal Balances of the Class [M] Certificates (after giving effect to principal distributions on such Distribution Day but prior to the payment of any Extra Principal Distribution Amount for Pool 1) and (b) for Group 2, any excess of (x) the Pool Balance of Pool 2 as of the last day of the related Collection Period over (y) the sum of the Group 2 Class A Principal Balance and the Class M Subclass Principal Balances of the Class [M] Certificates (after giving effect to principal distributions on such Distribution Day but prior to the payment of any Extra Principal Distribution Amount for Pool 2).

Paying Agent . The institutional trust division of Citibank, N.A. shall act as the initial Paying Agent, which appointment is hereby approved by the Trustee. The Paying Agent is authorized to take actions permitted or required of the Trustee under Sections 3.06, 4.01 and 4.02 and, in taking such actions, the Paying Agent shall stand in for, and shall have the same rights, duties, powers and privileges as, the Trustee. The Servicer may at any time appoint an additional Paying Agent reasonably acceptable to the Trustee for any particular Class or all Classes of the Certificates.