LAKE SUCCESS, N.Y.--(BUSINESS WIRE)--The following statement is being issued by GCG regarding the proposed RMBS Settlement.

Dated: January 30, 2015

NOTICE REGARDING COMMENCEMENT OF A JUDICIAL INSTRUCTION PROCEEDING IN CONNECTION WITH THE ACCEPTANCE OF THE SETTLEMENT AGREEMENT DATED AS OF APRIL 7, 2014, AS MODIFIED (THE “SETTLEMENT AGREEMENT”), FROM CITIGROUP INC. AND ITS DIRECT AND INDIRECT SUBSIDIARIES (“CITIGROUP”).

NOTICE IS HEREBY GIVEN BY:

Deutsche Bank National Trust Company
HSBC Bank USA, National Association
Law Debenture Trust Company of New York
U.S. Bank National Association

EACH, IN ITS CAPACITY AS TRUSTEE, INDENTURE TRUSTEE, SEPARATE TRUSTEE, AND/OR SUCCESSOR TRUSTEE OF THE ACCEPTING TRUSTS AND LOAN GROUPS (DEFINED BELOW) (COLLECTIVELY, THE “RMBS TRUSTEES” AND EACH AN “RMBS TRUSTEE”), TO THE HOLDERS OF CERTIFICATES, NOTES OR OTHER SECURITIES (THE “CERTIFICATEHOLDERS”) OF THE RESIDENTIAL MORTGAGE-BACKED SECURITIZATION TRUSTS AND LOAN GROUPS IDENTIFIED IN EXHIBIT A HERETO (THE “ACCEPTING TRUSTS AND LOAN GROUPS,” WHICH ARE FURTHER IDENTIFIED BY CUSIP NUMBERS ON THE RMBS TRUSTEES’ WEBSITE)¹ AND OTHER PERSONS POTENTIALLY INTERESTED IN THE ACCEPTING TRUSTS AND LOAN GROUPS.

THE ACCEPTANCE OF THE SETTLEMENT AGREEMENT COULD MATERIALLY AFFECT THE INTERESTS OF THE CERTIFICATEHOLDERS. CERTIFICATEHOLDERS AND OTHER NOTICE RECIPIENTS SHOULD READ THIS NOTICE AND THE MATERIALS REFERENCED HEREIN CAREFULLY IN CONSULTATION WITH THEIR LEGAL AND FINANCIAL ADVISORS.

THIS NOTICE CONTAINS IMPORTANT INFORMATION FOR THE CERTIFICATEHOLDERS AND OTHER PERSONS POTENTIALLY INTERESTED IN THE RMBS TRUSTS. ALL DEPOSITORIES, CUSTODIANS AND OTHER INTERMEDIARIES RECEIVING THIS NOTICE, AS APPLICABLE, ARE REQUESTED TO EXPEDITE THE RE-TRANSMITTAL OF THIS NOTICE TO CERTIFICATEHOLDERS IN A TIMELY MANNER.

This notice is given to you by the RMBS Trustees under certain applicable Pooling and Servicing Agreements or other similar agreements governing the Accepting Trusts and Loan Groups (the “Governing Agreements”). Capitalized terms used in this notice and not otherwise defined have the meanings assigned to them in the Settlement Agreement.

ACCEPTANCE OF THE SETTLEMENT AGREEMENT

In notices to Certificateholders dated December 19, 2014 and December 31, 2014 (the “Notices”), the RMBS Trustees informed Certificateholders that they had notified Citigroup that, following an evaluation process in which the RMBS Trustees, among other things, considered reports prepared by expert advisors, the RMBS Trustees each accepted the Settlement Agreement with respect to the Accepting Trusts and Loan Groups within such trusts, subject to Final Court Approval through a judicial instruction proceeding as set forth in Section 2.03(c) of the Settlement Agreement. The RMBS Trustees’ acceptance of the Settlement Agreement extended the Tolling Period for the Accepting Trusts and Loan Groups as set forth in Section 2.04 of the Settlement Agreement.

The execution version of the Settlement Agreement is available on the RMBS Trustees’ Website within the tab entitled “Certain Relevant Documents” (available at: http://www.citigrouprmbssettlement.com/pdflib/Citigroup_RMBSTrust_Settlement_Agreement_EXECUTION_VER.pdf). Copies of the Notices are posted on the RMBS Trustees’ Website within the tab entitled “Notices” (available at http://www.citigrouprmbssettlement.com/notice.php).

ARTICLE 77 PROCEEDING AND IMPLICATIONS UPON
THE EFFECTIVE DATE OF THE SETTLEMENT AGREEMENT

The RMBS Trustees have commenced a judicial instruction proceeding pursuant to CPLR § 7701, In the Matter of the Application of U.S. Bank National Association, et al., (Index No. 653902/2014) (the “Article 77 Proceeding”), in the Supreme Court of the State of New York, County of New York (the “Court”). In the Article 77 Proceeding, the RMBS Trustees are seeking a judgment that (i) the RMBS Trustees’ acceptance of the Settlement Agreement on behalf of the Accepting Trusts and Loan Groups was a reasonable and good faith exercise of the RMBS Trustees’ authority under the applicable Governing Agreements, and (ii) barring Certificateholders from asserting claims against the RMBS Trustees with respect to the RMBS Trustees’ evaluation and acceptance of the Settlement Agreement and implementation of the Settlement Agreement in accordance with its terms. Such a judgment, if granted, would constitute, after becoming final and non-appealable (including the expiration of any time to apply for discretionary review), “Final Court Approval” under and as defined in the Settlement Agreement.

On January 28, 2015, the Court entered an Order to Show Cause (available at http://www.citigrouprmbssettlement.com/pdflib/41_Order_to_Show_Cause.pdf) approving a notice program and directing that, among other things:

• a hearing (the “Article 77 Hearing”) will be held on May 19, 2015 at 10 a.m. at the Supreme Court of the State of New York, County of New York, 60 Centre Street, New York, New York 10007;
• any Certificateholder or other person potentially interested in the Accepting Trusts and Loan Groups may object to or support any aspect of the Settlement Agreement and request to be heard at the Article 77 Hearing by submitting a written notice prior to the Article 77 Hearing in the manner required by the Court;
• any objections to, or submissions in favor of, the Settlement Agreement must be filed with the Court and served upon the RMBS Trustees’ counsel by April 17, 2015;
• any responses to objections or submissions in favor of, or with respect to, the Settlement Agreement, must be filed and served by May 4, 2015;
• any Certificateholder who fails to object in the manner required by the Court shall be deemed to have waived the right to object (including any right of appeal) and shall be forever barred from raising such objection before the Court or in any other action or proceeding, unless the Court orders otherwise; and
• the Court retains jurisdiction over the RMBS Trustees, the Accepting Trusts and Loan Groups and all Certificateholders (and their successors-in-interests, assigns or transferees) for all matters related to the Settlement Agreement and the Article 77 Proceeding.

Following the Article 77 Hearing, the Court will determine, among other things, whether to grant the requested judgment and will consider other important matters described in the Settlement Agreement. If the Court grants the requested judgment, and such judgment becomes final and non-appealable (including the expiration of any time to apply for discretionary review), and if the other conditions to Final Court Approval and the effectiveness of the Settlement Agreement are satisfied, (i) the Settlement Agreement will become effective and (ii) all Certificateholders will be bound by the Settlement Agreement regardless of whether they appeared in the Article 77 Proceeding or submitted any objection to the Settlement Agreement. On its Effective Date, the Settlement Agreement will affect the rights and interests of all Certificateholders (and their successors-in-interests, assigns or transferees) in the Accepting Trusts and Loan Groups, including by, among other things, releasing claims against Citigroup on behalf of the Accepting Trusts and Loan Groups arising out of or relating to the Rep and Warranty Claims. Please refer to the Settlement Agreement for a complete description of the releases provided for therein.

All papers filed on the public docket for the Article 77 Proceeding have been made available on the RMBS Trustees’ Website within the tab entitled “Court Documents – New York State Court Proceeding” (available at http://www.citigrouprmbssettlement.com/NYcourt.php), which will be updated periodically to include any new filings. You should also be able to obtain any documents filed with the Court by visiting the e-Courts tab within the Court’s website (available at: http://www.nycourts.gov/).

Certificateholders should NOT direct inquiries to the Court or the Clerk of the Court. If you have any questions, you may call (855) 382-6442 in the United States, or (614) 779-0359 outside the United States, or send an email to Questions@citigrouprmbstrusteesettlement.com.

OTHER MATTERS

This notice references certain terms of the Settlement Agreement and the Article 77 Proceeding and is not a complete summary or statement of the material terms thereof, of relevant law or of relevant legal procedures. Certificateholders and other potentially interested persons are urged to review carefully the Settlement Agreement and to consider its implications, including the releases of the Rep and Warranty Claims.

Certificateholders and other persons interested in the Accepting Trusts and Loan Groups should not rely on the RMBS Trustees, their counsel, experts or other advisors retained by the RMBS Trustees, as their sole source of information. Certificateholders and other potentially interested persons are urged to consult with their own legal and financial advisors.

Please note that this notice is not intended and should not be construed as investment, accounting, financial, legal, tax or other advice by or on behalf of the RMBS Trustees, or their directors, officers, affiliates, agents, attorneys or employees. Each person or entity receiving this notice should seek the advice of its own advisors in respect of all matters set forth herein.

Please be further advised that each of the RMBS Trustees reserves all of the rights, powers, claims and remedies available to it under the Governing Agreements and applicable law. No delay or forbearance by an RMBS Trustee to exercise any right or remedy accruing upon the occurrence of a default, or otherwise under the terms of the Governing Agreements, other documentation relating thereto or under applicable law, shall impair any such right or remedy or constitute a waiver thereof or an acquiescence therein.

Each of the RMBS Trustees expressly reserves all rights in respect of each applicable Governing Agreement, including without limitation its right to recover in full its fees and costs (including, without limitation, fees and costs incurred or to be incurred by such RMBS Trustee in performing its duties, indemnities owing or to become owing to such RMBS Trustee, compensation for such RMBS Trustee’s time spent and reimbursement for fees and costs of counsel and other agents it employs in performing its duties or to pursue remedies) and its right, prior to exercising any rights or powers in connection with any applicable Governing Agreement at the request or direction of any Certificateholder, to receive security or indemnity satisfactory to it against all costs, expenses and liabilities that might be incurred in compliance therewith, and all rights that may be available to it under applicable law or otherwise.

Deutsche Bank National Trust Company
HSBC Bank USA, National Association
Law Debenture Trust Company of New York
U.S. Bank National Association
each acting in its capacity as trustee, separate trustee, successor trustee, or other similar capacities of the RMBS Trusts

EXHIBIT A
List of Accepting Trusts and Loan Groups
Accepted subject to Final Court Approval through a judicial instruction proceeding as set forth in Section 2.03(c) of the Modified Proposed Settlement Agreement

¹CUSIP numbers appearing on the website maintained by the RMBS Trustees located at http://www.citigrouprmbssettlement.com (the “RMBS Trustees’ Website”) at the tab entitled “List of RMBS Trusts” (available at http://www.citigrouprmbssettlement.com/pdflib/CGU%20Citigroup%20RMBS%20Trusts_6.13.14%20302pm.pdf) have been included solely for the convenience of the Certificateholders and pertain to trusts in addition to the Accepting Trusts and Loan Groups. The RMBS Trustees assume no responsibility for the selection or use of such CUSIP numbers and make no representations as to their correctness.

Contacts

GCG
Lael Dowd, 703-447-4920