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, 2012;
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, 2012. 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 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, 2012;
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, 2012, 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, 2012;
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, 2012; 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, 2012.
February 28, 2013
By: /s/ Anthony Renzi
Name: Anthony Renzi
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
NOT
Performed Performed by performed by
by Vendor(s) subservicer(s) CitiMortgage,
for which or Vendor(s) Inc. or by
Performed CitiMortgage, for which subservicer(s
Directly Inc. CitiMortgage, or Vendor(s))
by is the Inc. is NOT the retained by
CitiMortgage, Responsible Responsible CitiMortgage,
Inc. 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
NOT
Performed Performed by performed by
by Vendor(s) subservicer(s) CitiMortgage,
for which or Vendor(s) Inc. or by
Performed CitiMortgage, for which subservicer(s
Directly Inc. CitiMortgage, or Vendor(s))
by is the Inc. is NOT the retained by
CitiMortgage, Responsible Responsible CitiMortgage,
Inc. 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
1122(d)(2)(vii) transaction 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;
(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.
Loan 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
NOT
Performed Performed by performed by
by Vendor(s) subservicer(s) CitiMortgage,
for which or Vendor(s) Inc. or by
Performed CitiMortgage, for which subservicer(s
Directly Inc. CitiMortgage, or Vendor(s))
by is the Inc. is NOT the retained by
CitiMortgage, Responsible Responsible CitiMortgage,
Inc. 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
1122(d)(4)(vi) related pool 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 loans 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 mortgage
loan documents and state laws;
(C) such funds are returned to the obligor
within 30 calendar days of full repayment
of the related loans, or such
other number of days specified in the
1122(d)(4)(x) transaction 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 connection X^xvi X^xvii
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.
A. Regulation AB Item - 1122(d)(1)(ii) - In certain instances, the Servicer did
not comply with policies and procedures that the Servicer instituted to
monitor the performance of third parties to which material servicing
activities were outsourced by the Servicer.
B. Regulation AB Item - 1122(d)(4)(vii) - In certain instances, the Servicer
did not initiate, conduct, and conclude loss mitigation or recovery actions
(e.g., forbearance plans, modifications and deeds in lieu of foreclosure,
foreclosures and repossessions, as applicable) in accordance with the
timeframes or other requirements established by the transaction agreements.
2. Servicer's commentary regarding material instances of noncompliance.
A. Regulation AB Item - 1122(d)(1)(ii) - Third Party Servicing
An internal review identified noncompliance with the Servicer's policies and
procedures related to the oversight of third parties to which material
servicing activities were outsourced in the areas of customer data security,
continuity of business plans, and performance monitoring. The Servicer has
developed a robust third party oversight program and is committed to its
ongoing management of vendors. At the time of the review, the Servicer was
in the process of implementing additional quality control and control
testing to ensure that all of the identified items were appropriately
reviewed. Further, a number of other recommendations have been implemented
as of December 31, 2012 and any remaining items continue to be tracked
through opened corrective action plans and are on target for completion on
or before November 30, 2013.
B. Regulation AB Item - 1122(d)(4)(vii) - Actions related to loss mitigation or
recovery
Internal reviews identified noncompliance with timeframes and other
requirements established by the transaction agreements. The noncompliance
related to bankruptcies was in the areas of adherence to U.S. Federal
Bankruptcy Code timelines, including proof of claims filings; late removal
of accounts from bankruptcy status; bankruptcy processing controls; and
bankruptcy technology risk assessment. The noncompliance related to real
estate related to noncompliance with the Servicer's policies and procedures
related to fraud and AML prevention, legal and regulatory requirements, and
REO strategies. Many of the corrective action plans associated with these
reviews have been completed and the remaining plans are targeted for
completion by September 30, 2013.
