Attached files
EX-33.1
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Management Assessment of Compliance with Applicable Servicing Criteria
1. CitiMortgage, Inc. (the "Servicer") is responsible for assessing compliance
with the applicable servicing criteria set forth in Item 1122(d) of
Regulation AB of the Securities and Exchange Commission, as set forth in
Exhibit A hereto, in connection with the servicing of first lien residential
mortgage loans, for which the Servicer performs a particular servicing
function pursuant to a servicing agreement with a third party, except for
(a) Freddie Mac, Fannie Mae, and Ginnie Mae residential mortgage loan
securitizations unless part of a special bond program and (b) loans held for
its own portfolio, utilizing the Citilink system (the "Platform") as of and
for the year ended December 31, 2011;
2. The Servicer has engaged certain vendors (the "Vendors") to perform
specific, limited or scripted activities as of and for the year ended
December 31, 2011. As set forth in Exhibit A hereto, the Servicer's
management has determined that these Vendors are not considered a "servicer"
as defined in Item 1101(j) of Regulation AB, and the Servicer's management
has elected to take responsibility for assessing compliance with the
servicing criteria applicable to each Vendor as permitted by Interpretation
17.06 of the SEC Division of Corporation Finance Manual of Publicly
Available Telephone Interpretations (Interpretation 17.06). As permitted by
Interpretation 17.06, management has asserted that it has policies and
procedures in place designed to provide reasonable assurance that the
Vendors' activities comply in all material respects with the servicing
criteria applicable to each Vendor. The Servicer's management is solely
responsible for determining that it meets the SEC requirements to apply
Interpretation 17.06 for the Vendors and related criteria;
3. Except as set forth in paragraph 4 below, the Servicer used the criteria set
forth in paragraph (d) of Item 1122 of Regulation AB to assess the
compliance with the applicable servicing criteria as of and for the year
ended December 31, 2011;
4. The criteria listed as Inapplicable Servicing Criteria on Exhibit A hereto
are inapplicable to the Servicer based on the activities it performs with
respect to asset-backed securities transactions involving the Platform;
5. The Servicer has complied, in all material respects, with the applicable
servicing criteria as of and for the year ended December 31, 2011, except as
described on Exhibit B hereto;
6. The Servicer has not identified and is not aware of any material instance of
noncompliance by the Vendors with the applicable servicing criteria as of
and for the year ended December 31, 2011;
7. The Servicer has not identified any material deficiency in its policies and
procedures to monitor the compliance by the Vendors with the applicable
servicing criteria as of and for the year ended December 31, 2011; and
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8. KPMG LLP, a registered public accounting firm, has issued an attestation
report on the Servicer's compliance with the applicable servicing criteria
as of and for the year ended December 31, 2011.
February 29, 2012
By: /s/ Scott Tanguay
Name: Scott Tanguay
Title: Senior Vice President, CitiMortgage, Inc.
Senior Officer in Charge of Servicing
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Exhibit A - Citilink Platform
INAPPLICABLE
APPLICABLE SERVICING
SERVICING CRITERIA SERVICING CRITERIA CRITERIA
Performed by NOT
subservicer(s) performed by
Performed by or vendor(s) CitiMortgage,
Performed Vendor(s) for for which Inc. or by
Directly which CitiMortgage, subservicer(s)
by CitiMortgage, Inc. is NOT or vendor(s)
CitiMortgage, Inc. is the the retained by
Inc. Responsible Responsible CitiMortgage,
Party Party^1 Inc.^2
Reference Criteria
General Servicing Considerations
Policies and procedures are instituted X
to monitor any performance or other
triggers and events of default in
accordance with the transaction
1122(d)(1)(i) agreements.
If any material servicing activities X
are outsourced to third parties, policies
and procedures are instituted to monitor
the third party's performance and
compliance with such servicing
1122(d)(1)(ii) activities.
Any requirements in the transaction X
agreements to maintain a back-up servicer
1122(d)(1)(iii) for the loans are maintained.
A fidelity bond and errors and X
omissions policy is in effect on the
party participating in the servicing
function throughout the reporting period
in the amount of coverage required by and
otherwise in accordance with the terms of
1122(d)(1)(iv) the transaction agreements.
Cash Collection and Administration
Payments on loans are deposited X^i X^ii
into the appropriate custodial bank
accounts and related bank clearing
accounts no more than two business days
following receipt, or such other number
of days specified in the transaction
1122(d)(2)(i) agreements.
Disbursements made via wire transfer on X^iii X^iv X^v
behalf of an obligor or to investor are
1122(d)(2)(ii) made only by authorized personnel.
Advances of funds or guarantees X
regarding collections, cash flows or
distributions, and any interest or other
fees charged for such advances, are made,
reviewed and approved as specified in
1122(d)(2)(iii) the transaction agreements.
The related accounts for the X
transaction, such as cash reserve
accounts or accounts established as a
form of overcollateralization, are
separately maintained (e.g., with respect
to commingling of cash) as set forth in
1122(d)(2)(iv) the transaction agreements.
Each custodial account is maintained at X
a federally insured depository
institution as set forth in the
transaction agreements. For purposes of
this criterion, "federally insured
depository institution" with respect to a
foreign financial institution means a
foreign financial institution that meets
the requirements of Rule 13k-1(b)(1)
1122(d)(2)(v) of the Securities Exchange Act.
Unissued checks are safeguarded so as X
1122(d)(2)(vi) to prevent unauthorized access.
1 Check only those criteria which are performed by subservicer(s) or vendor(s) retained by CitiMortgage.
2 Check only those criteria which CitiMortgage does NOT (i) perform directly, (ii) take responsibility for
the performance of by a Vendor, or (iii) retain subservicer(s) or vendor(s) to perform.
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INAPPLICABLE
APPLICABLE SERVICING
SERVICING CRITERIA SERVICING CRITERIA CRITERIA
Performed by NOT
subservicer(s) performed by
Performed by or vendor(s) CitiMortgage,
Performed Vendor(s) for for which Inc. or by
Directly which CitiMortgage, subservicer(s)
by CitiMortgage, Inc. is NOT or vendor(s)
CitiMortgage, Inc. is the the retained by
Inc. Responsible Responsible CitiMortgage,
Party Party^1 Inc.^2
Reference Criteria
Reconciliations are prepared on a X
monthly basis for all asset-backed
securities related bank accounts,
including custodial accounts and related
bank clearing accounts. These
reconciliations are (A) mathematically
accurate; (B) prepared within 30
calendar days after the bank statement
cutoff date, or such other number of days
specified in the transaction agreements;
(C) reviewed and approved by someone
other than the person who prepared the
reconciliation; and (D) contain
explanations for reconciling items.
These reconciling items are resolved
within 90 calendar days of their original
identification, or such other number of
days specified in the transaction
1122(d)(2)(vii) agreements.
Investor Remittances and Reporting
Reports to investors, including those X
to be filed with the Commission, are
maintained in accordance with the
transaction agreements and applicable
Commission requirements. Specifically,
such reports (A) are prepared in
accordance with timeframes and other
terms set forth in the transaction
agreements; (B) provide information
calculated in accordance with the terms
specified in the transaction agreements;
(C) are filed with the Commission as
required by its rules and regulations;
and (D) agree with the investors' or
trustee's records as to the total unpaid
principal balance and number of loans
1122(d)(3)(i) serviced by the Servicer.
Amounts due to investors are allocated X
and remitted in accordance with
timeframes, distribution priority and
other terms set forth in the transaction
1122(d)(3)(ii) agreements.
Disbursements made to an investor are X
posted within two business days to the
Servicer's investor records, or such other
number of days specified in the transaction
1122(d)(3)(iii) agreements.
Amounts remitted to investors per the X
investor reports agree with cancelled
checks, or other form of payment, or
1122(d)(3)(iv) custodial bank statements.
Pool Asset Administration
Collateral or security on loans X^vi X^vii
is maintained as required by the
transaction agreements or related
1122(d)(4)(i) mortgage loan documents.
Loans and related documents are X^viii X^ix
safeguarded as required by the
1122(d)(4)(ii) transaction agreements
Any additions, removals or substitutions X
to the asset pool are made, reviewed
and approved in accordance with
any conditions or requirements in the
1122(d)(4)(iii) transaction agreements.
Payments on loans, including any X^x X^xi
payoffs, made in accordance with related
loan documents are posted to the
Servicer's obligor records maintained no
more than two business days after
receipt, or such other number of days
specified in the transaction agreements,
and allocated to principal, interest, or
other items (e.g., escrow) in accordance
1122(d)(4)(iv) with the related loan documents.
The Servicer's records regarding the X
loans agree with the Servicer's
records with respect to an obligor's
1122(d)(4)(v) unpaid principal balance.
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INAPPLICABLE
APPLICABLE SERVICING
SERVICING CRITERIA SERVICING CRITERIA CRITERIA
Performed by NOT
subservicer(s) performed by
Performed by or vendor(s) CitiMortgage,
Performed Vendor(s) for for which Inc. or by
Directly which CitiMortgage, subservicer(s)
by CitiMortgage, Inc. is NOT or vendor(s)
CitiMortgage, Inc. is the the retained by
Inc. Responsible Responsible CitiMortgage,
Party Party^1 Inc.^2
Reference Criteria
Changes with respect to the terms or X
status of an obligor's loans (e.g.,
loan modifications or re-agings) are
made, reviewed and approved by authorized
personnel in accordance with the
transaction agreements and related pool
1122(d)(4)(vi) asset documents.
Loss mitigation or recovery actions X
(e.g., forbearance plans, modifications
and deeds in lieu of foreclosure,
foreclosures and repossessions, as
applicable) are initiated, conducted, and
concluded in accordance with
the timeframes or other requirements
established by the transaction
1122(d)(4)(vii) agreements.
Records documenting collection efforts X
are maintained during the period a loan
is delinquent in accordance with
the transaction agreements. Such records
are maintained on at least a monthly
basis, or such other period specified in
the transaction agreements, and describe
the entity's activities in monitoring
delinquent loan including, for example,
phone calls, letters, and payment
rescheduling plans in cases where
delinquency is deemed temporary (e.g.,
1122(d)(4)(viii) illness or unemployment).
Adjustments to interest rates or rates X
of return for loans with variable
rates are computed based on the related
1122(d)(4)(ix) loan documents.
Regarding any funds held in trust for X^xii X^xiii
an obligor (such as escrow accounts): (A)
such funds are analyzed, in accordance
with the obligor's loan documents,
on at least an annual basis, or such
other period specified in the transaction
agreements; (B) interest on such funds is
paid, or credited, to obligors in
accordance with applicable loan
documents and state laws; and (C) such
funds are returned to the obligor within
30 calendar days of full repayment of the
related loan, or such other number
of days specified in the transaction
1122(d)(4)(x) agreements.
Payments made on behalf of an obligor X^xiv X^xv
(such as tax or insurance payments) are
made on or before the related penalty or
expiration dates, as indicated on the
appropriate bills or notices for such
payments, provided that such support has
been received by the servicer at least 30
calendar days prior to these dates, or
such other number of days specified in
1122(d)(4)(xi) the transaction agreements.
Any late payment penalties in X^xvi X^xvii
connection with any payment to be made on
behalf of an obligor are paid from the
Servicer's funds and not charged to the
obligor, unless the late payment was due
1122(d)(4)(xii) to the obligor's error or omission.
Disbursements made on behalf of an X^xviii X^xix
obligor are posted within two business
days to the obligor's records maintained
by the Servicer, or such other number of
days specified in the transaction
1122(d)(4)(xiii) agreements.
Delinquencies, charge-offs, and X
uncollectible accounts are recognized and
recorded in accordance with the
1122(d)(4)(xiv) transaction agreements.
Any external enhancement or other X
support, identified in Item
1114(a)(1) through (3) or Item 1115 of
Regulation AB, is maintained as set
1122(d)(4)(xv) forth in the transaction agreements.
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Footnotes to Exhibit A Servicing Criteria
i. The servicer performs all of the criterion 1122(d)(2)(i) except for the lockbox, payoff, and exception
functions, which are specific, limited activities.
ii. The vendor performs only the lockbox, payoff, and exception functions for criterion 1122(d)(2)(i).
iii. The servicer under criterion 1122(d)(2)(ii) makes authorized disbursements on behalf of an obligor for
escrowed amounts and to investors and/or the paying agent for their disbursement to investors.
iv. Under criterion 1122(d)(2)(ii), in specific, limited instances the tax and insurance monitoring vendors
make disbursements on behalf of an obligor.
v. The paying agent (another party participating in the servicing function for which the servicer is not the
responsible party) makes authorized disbursements to investors.
vi. The servicer prepares and ships the required loan documents to the vendor that performs the custodian
function.
vii. The vendor performs the custodian function.
viii. The servicer prepares and ships the required loan documents to the vendor that performs the custodian
function.
ix. The vendor performs the custodian function.
x. The servicer performs all of the criterion 1122(d)(4)(iv) except for the lockbox, payoff, and exception
functions, which are specific, limited activities.
xi. The vendor performs only the lockbox, payoff, and exception functions for criterion 1122(d)(4)(iv).
xii. The servicer performs all of the functions under criterion 1122(d)(4)(x) except for specific, limited tax
and insurance monitoring activity performed by vendors.
xiii. The vendors perform specific, limited tax and insurance monitoring functions for criterion
1122(d)(4)(x).
xiv. The servicer performs all of the functions under criterion 1122(d)(4)(xi) except for specific, limited tax
and insurance monitoring activity performed by vendors.
xv. The vendors perform specific, limited tax and insurance monitoring functions for criterion
1122(d)(4)(xi).
xvi. The servicer performs all of the functions under criterion 1122(d)(4)(xii) except for specific, limited
tax and insurance monitoring activity performed by vendors.
xvii. The vendors perform specific, limited tax and insurance monitoring functions for criterion
1122(d)(4)(xii).
xviii. The servicer performs all of the functions under criterion 1122(d)(4)(xiii) except for specific, limited
tax and insurance monitoring activity performed by vendors.
xix. The vendors perform specific, limited tax and insurance monitoring functions for criterion
1122(d)(4)(xiii).
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Exhibit B
1. Material instances of noncompliance by the Servicer.
Regulation AB Item - 1122(d)(4)(vii) - In certain instances, the Servicer
has not obtained proper documentation as required by the transaction
documents and internal policies with respect to loss mitigation and
recovery activities.
2. Servicer's commentary regarding material instances of noncompliance.
Beginning in the fall of 2009, Citi took a series of steps to strengthen
its practices and add additional resources to ensure foreclosures were
being processed correctly. As part of these improvements, Citi centralized
its foreclosure operations into one unit, added staff and enhanced training
for greater efficiency and control, and began to require annual
certification of its employees' understanding of the proper procedures.
Also, managers were made accountable for regularly reviewing files to make
certain that employees comply with the procedures. These improvements were
fully implemented in February of 2010. Under Citi's existing procedures,
affidavits are prepared by outside counsel to ensure compliance with each
state's foreclosure laws, and each package is reviewed by a Citi employee
who now verifies the information and signs the foreclosure affidavit in the
presence of a notary except where state law requires or other limited
circumstances dictate that an affidavit be executed by foreclosure counsel.
When errors are found, the documents are returned to the attorney, who
revises the package and resubmits the documents for review. Foreclosures
are monitored to make certain that staffing is adequate to review the
affidavits properly. The changes and safeguards implemented during the fall
of 2009 and 2010 give Citi confidence that there are no systemic issues in
its existing foreclosure processes. To date, Citi's review of foreclosure
affidavits with respect to whether the affiant had personal knowledge and
the affidavit had been properly notarized has not identified cases where
Citi foreclosed on a property in error.
In April 2011, the Federal Reserve Board and the Office of the Comptroller
of the Currency issued Consent Orders to fourteen banks and bank holding
companies including Citigroup, Inc. and Citibank, NA due, in part, to
certain of the matters described above. The Consent Orders required certain
actions to be taken by Citi during 2011. Citi believes it has complied with
all aspects of the Consent Orders as of December 31, 2011. In addition, on
February 9, 2012, CitiMortgage, Inc. entered into an agreement in principle
with the United States and state attorneys general relating to these
matters which, among other things, requires additional improved mortgage
servicing standards including heightened controls around loss mitigation
activities.
