Wells Fargo Bank, N.A.
October
31,
2007
Xxxxx
Fargo Bank, N.A.
1
Home
Xxxxxx
Xxx
Xxxxxx, Xxxx 00000-0000
RE: Amended
and Restated Flow Servicing Agreement, dated as of March 1, 2006, between
Citigroup Global Markets Realty Corp. (the “Initial Owner”) and Xxxxx Fargo
Bank, N.A. (the “Company”), as amended by the First Amendment to the Amended and
Restated Flow Servicing Agreement, dated as of August 1, 2006 and as otherwise
amended (together, the “Servicing Agreement”)
Ladies
and Gentlemen:
Please
refer to the captioned Servicing Agreement. Please take notice that
with respect to the mortgage loans described in the schedule attached hereto
as
Exhibit A (the “Mortgage Loans”), (i) the Initial Owner has designated
CitiMortgage, Inc. as the Owner’s agent for purposes of master servicing the
Mortgage Loans and (ii) effective October 31, 2007 (the “Effective Date”)
the Initial Owner will have assigned all of its right, title and interest in
and
to the Mortgage Loans to Citigroup Mortgage Loan Trust, Inc. (the
“Depositor”) who in turn will have assigned all of its right, title and
interest in and to the Mortgage Loans to the trust (the “Trust”)
established pursuant to the Pooling and Servicing Agreement, dated as of October
1, 2007 (the “Pooling Agreement”), among the Depositor, U.S. Bank
National Association, as trustee (including its successors in interest and
any
successor trustees, the “Trustee”), CitiMortgage, Inc. as master servicer
and trust administrator (including its successors in interest and any successor
servicer or trust administrator under the Pooling Agreement, the “Master
Servicer” and the “Trust Administrator”) and Citibank, N.A. as paying
agent, certificate registrar and authenticating agent and pursuant to which
the
Citigroup Mortgage Loan Trust Inc., Mortgage Pass-Through Certificates, Series
2007-10 will be issued. All capitalized terms used herein and not
otherwise defined herein shall have the meanings assigned to such terms in
the
Servicing Agreement.
Please
acknowledge that:
1. Recognition
of Assignment by the Company.
From
and
after the Effective Date,
(i)
the Company shall recognize the Trustee for the benefit of the
certificateholders as the owner of the Mortgage Loans and “Owner” under the
Reconstituted Servicing Agreement, (as defined below);
(ii)
the
Company shall continue to service such Mortgage Loans for the benefit of the
Owner and its successors and assigns, including the Trust, pursuant to the
terms
of the Servicing Agreement subject to amendments and modifications as are set
forth in this letter (the “Letter Agreement”), notwithstanding anything
contained in the Servicing Agreement to the contrary. It is the
express intention of the Company and the Initial Owner that this Letter
Agreement shall constitute a separate and distinct servicing agreement with
respect to the Mortgage Loans and shall be binding upon and for the benefit
of
the respective successors and assigns of the parties hereto, it being understood
that the terms and conditions of the Servicing Agreement are incorporated
herein, except to the extent any such terms and conditions are specifically
modified herein (this Letter Agreement including such incorporated terms and
conditions, the “Reconstituted Servicing Agreement” with respect to the
Mortgage Loans). It is understood that the Initial Owner is relying on Company’s
cooperation and ability to service the Mortgage Loans in accordance with the
requirements of such securitization;
(iii)
the
Master Servicer shall have the right to enforce the servicing covenants, duties
and obligations of the Company under the Reconstituted Servicing Agreement
with
respect to the Mortgage Loans and the Company shall indemnify the Master
Servicer in addition to the Owner and its successors and assigns on the same
terms and conditions as provided in the Servicing Agreement. Neither
the Company nor the Owner shall amend or agree to amend, modify, waiver, or
otherwise alter any of the terms or provisions of the Reconstituted Servicing
Agreement with respect to Company’s performance of its servicing obligations
under the Reconstituted Servicing Agreement with respect to the Mortgage Loans
without the prior written consent of the Master Servicer;
(iv)
Citibank, N.A. shall serve as the Custodian with respect to the Mortgage
Loans;
(v)
the
Company shall deliver all reports, statements, attestations and information
required to be delivered by it with respect to the Mortgage Loans pursuant
to
Articles IV and Sections 5.02, 6.04 and 6.06 of the Servicing Agreement to
the
Master Servicer and shall deliver to the Master Servicer all reports,
statements, attestations, notices and information required to be delivered
by it
with respect to the Mortgage Loans pursuant to Article IX of the Servicing
Agreement;
(vi)
the
Company shall be entitled to all prepayment premiums or charges received in
respect of the Mortgage Loan included on the schedule attached hereto as Exhibit
C.
2. Representations
and Warranties of the Company
(a) The
Company warrants and represents to the Initial Owner, the Depositor and the
Trust as of the date hereof that:
(i) The
Company is duly organized, validly existing and in good standing under the
laws
of the jurisdiction of its incorporation;
(ii) The
Company has full power and authority to execute, deliver and perform its
obligations under this Letter Agreement and has full power and authority to
perform its obligations under the Servicing Agreement. The execution by the
Company of this Letter Agreement is in the ordinary course of the Company’s
business and will not conflict with, or result in a breach of, any of the terms,
conditions or provisions of the Company’s charter or bylaws or any legal
restriction, or any material agreement or instrument to which the Company is
now
a party or by which it is bound, or result in the violation of any law, rule,
regulation, order, judgment or decree to which the Company or its property
is
subject. The execution, delivery and performance by the Company of this Letter
Agreement have been duly authorized by all necessary corporate action on part
of
the Company. This Letter Agreement has been duly executed and delivered by
the
Company, and, upon the due authorization, execution and delivery by the Initial
Owner and the Assignee, will constitute the valid and legally binding obligation
of the Company, enforceable against the Company in accordance with its terms
except as enforceability may be limited by bankruptcy, reorganization,
insolvency, moratorium or other similar laws now or hereafter in effect relating
to creditors’ rights generally, and by general principles of equity regardless
of whether enforceability is considered in a proceeding in equity or at
law;
(iii) No
consent, approval, order or authorization of, or declaration, filing or
registration with, any governmental entity is required to be obtained or made
by
the Company in connection with the execution, delivery or performance by the
Company of this Letter Agreement; and
(iv) There
is no action, suit, proceeding or investigation pending or threatened against
the Company, before any court, administrative agency or other tribunal, which
would draw into question the validity of this Letter Agreement or the Servicing
Agreement, or which, either in any one instance or in the aggregate, would
result in any material adverse change in the ability of the Company to perform
its obligations under this Letter Agreement or the Servicing Agreement, and
the
Company is solvent.
(b) Pursuant
to Section 9.01 of the Servicing Agreement, the Company hereby represents and
warrants, for the benefit of the Initial Owner, the Depositor and the Trust,
that the representations and warranties set forth in Section 3.01 of the
Servicing Agreement, are true and correct as of the date hereof as if such
representations and warranties were made on the date hereof.
The
Initial Owner hereby retains the right to enforce the representations and
warranties set forth in Section 3.01 of the Servicing Agreement with respect
to
the Company and the Mortgage Loans against the Company and, if applicable,
require the Company to repurchase a Mortgage Loan.
3. Additional
Provisions
Notwithstanding
anything to the contrary in the Servicing Agreement, the Initial Owner and
the
Company agree to modify the Servicing Agreement as follows and the Company
agrees to service the Mortgage Loans in accordance with such modifications
from
and after the date hereof:
(a) If
a Mortgage Loan is a MERS Mortgage Loan, the Company shall cause MERS to
designate the Trustee on the MERS® System as the beneficial holder of such
Mortgage Loan.
(b) The
Company acknowledges that a REMIC election has been or will be made with respect
to the arrangement under which the Mortgage Loans and related REO Property
are
held. Accordingly, the Company will comply with the provisions of
Section 4.16 of the Servicing Agreement.
(c) The
Custodial and Escrow Accounts established pursuant to the Servicing Agreement
with respect to the Mortgage Loans shall be entitled “Xxxxx Fargo Bank N.A., as
agent, trustee, and/or bailee for CitiMortgage, Inc., master
servicer.”
(d) All
amounts due the Owner with respect to the Mortgage Loans under the Reconstituted
Servicing Agreement shall be remitted to the Master Servicer for the benefit
of
the Trust pursuant to the wire instructions set forth on Exhibit B or as
otherwise may be directed by the Master Servicer by notice to the Company in
writing.
(e) The
address of the Master Servicer for purposes of all notices and correspondence
related to the Mortgage Loans and for reports and statements shall be as
follows:
CitiMortgage,
Inc.
Master
Servicing Division- MC: N3B-355
0000
Xxxxxx Xxxx.
Xxxxxx,
XX 00000
(f)
The address of the Trust
Administrator for purposes of all reports and statements shall be as
follows:
CitiMortgage,
Inc.
REMIC/Bond
Administration MS:337
0000
Xxxxxxxxxx Xxxxx
X'Xxxxxx,
XX 00000
(g) The
address of the Custodian for the purpose of any request, instruction, or notice
required or permitted to be given to the Custodian under the Reconstituted
Servicing Agreement shall be as follows:
Citibank,
N.A.
0000
Xxxxxxxxx Xxxxx
XXX
0000
Xxxxxxxxx,
XX 00000
(h) The
Servicer shall inspect the Mortgaged Property as often as deemed necessary
by
the Servicer in accordance with Accepted Servicing Practices to assure itself
that the value of the Mortgaged Property is being preserved. In addition, if
any
Mortgage Loan is more than forty-five (45) days delinquent and the Servicer
has
had no contact with the Mortgagor, the Servicer shall inspect the Mortgaged
Property and shall conduct subsequent inspections in accordance with Accepted
Servicing Practices or as may be required by the primary mortgage guaranty
insurer. The Servicer shall keep a record of each such inspection and, upon
request, shall provide the Owner with such information.
(i)
If in any month a Mortgage Loan is subject to a modification, the Company
shall
provide a servicer report (together with any other monthly reports under
the
Servicing Agreement) to the Master Servicer, containing the loan modification
information (the "Modification Information"), which Modification Information
shall be mutually agreed upon between the Company and the Master
Servicer. The Company shall provide the Modification Information, to
the extent such Modification Information is readily available to the Company
and
the Company can reasonably supply without undue effort or expense, to allow
the
Master Servicer to make monthly reports in compliance with the Standard &
Poor’s Revised Guidelines For U.S. RMBS Loan Modification and Capitalization
Reimbursement Amounts (the “S&P Guidelines”). Notwithstanding the
above, the Company shall also use reasonable efforts to provide any such
other
information with respect to loan modifications and reimbursement amounts
as the
Master Servicer may reasonably require to perform the calculations necessary
for
the Master Servicer to perform its reporting obligations, including but not
limited to, the reporting contemplated by the S&P Guidelines.
(j)
The
Company acknowledges that it will reimburse itself for Monthly Advances of
Servicer’s Funds in accordance with Section 4.05 of the Servicing Agreement,
limiting the reimbursement from the Custodial Account to amounts received on
the
related Mortgage Loan.
(k) Notwithstanding
anything to the contrary herein (except with respect to any Mortgage Loans
with
lender paid primary mortgage insurance) the Servicer shall not be obligated
to
submit claims related to any pool insurance obtained by the related investor
to
the extent that the related investor has not notified the Servicer of such
coverage.
4. Miscellaneous
(a) This
Letter Agreement shall be construed in accordance with the laws of the State
of
New York, without regard to conflicts of law principles, and the obligations,
rights and remedies of the parties hereunder shall be determined in accordance
with such laws.
(b) No
term or provision of this Letter Agreement may be waived or modified unless
such
waiver or modification is in writing and signed by the party against whom such
waiver or modification is sought to be enforced.
(c) This
Letter Agreement shall inure to the benefit of (i) the successors and assigns
of
the parties hereto and (ii) the Trust (including the Trustee and the Master
Servicer acting on the Trust’s behalf). Any entity into which Owner or Company
may be merged or consolidated shall, without the requirement for any further
writing, be deemed Owner or Company, respectively, hereunder.
(d) This
Letter Agreement may be executed simultaneously in any number of counterparts.
Each counterpart shall be deemed to be an original and all such counterparts
shall constitute one and the same instrument.
(e) In
the event that any provision of this Letter Agreement conflicts with any
provision of the Servicing Agreement with respect to the Mortgage Loans, the
terms of this Letter Agreement shall control.
5. Regulation
AB Compliance
(a) The
Company acknowledges that as of the Effective Date the Mortgage Loans will
be
included in a Securitization Transaction that is subject to reporting
obligations under the Exchange Act.
(b) The
Initial Owner hereby requests that the Company provide the information required,
as applicable, by Subsection 9.01 of the Servicing Agreement.
(c) Pursuant
to Section 9.01(e)(i)(D) the following are parties to the securitization
transaction in which the Mortgage Loans will be included:
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(i)
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Citigroup
Global Markets Realty Corp.
(sponsor);
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(ii)
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Citigroup
Mortgage Loan Trust Inc.
(depositor);
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(iii)
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Citigroup
Mortgage Loan Trust 2007-10 (issuing
entity);
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(iv)
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CitiMortgage,
Inc. (the master servicer and trust
administrator);
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(v)
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U.S.
Bank National Association (the
trustee);
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(vi)
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Citibank,
N.A. (a custodian, paying agent, certificate registrar and authenticating
agent);
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(vii)
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CitiMortgage,
Inc., Citi Residential Lending, Inc., Countrywide Home Loans Servicing
LP,
Greenpoint Mortgage Funding, Inc., National City Mortgage Co., Opteum
Financial Services, LLC, SunTrust Mortgage, Inc., Xxxxx Fargo Bank,
N.A.,
(the servicers);
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(viii)
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American
Home Mortgage Corp., Argent Mortgage Company, LLC, CitiMortgage,
Inc.,
Countrywide Home Loans, Inc., GreenPoint Mortgage Funding, Inc.,
HomeBanc
Mortgage Corporation, LoanCity, Metro City Mortgages Inc., Mission
1
Funding, Inc., National City Mortgage Co.., Opteum Financial Services,
LLC, PennFed Financial Services, Inc., Sea Breeze Mortgage Services,
Inc.,
Secured Bankers Mortgage Company, SunTrust Mortgage, Inc., Xxxxxx,
Bean
& Xxxxxxxx Mortgage Corp., Weichert Financial Services and Xxxxx Fargo
Bank, N.A. (the originators);
and
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(ix)
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Citibank,
N.A. (a custodian).
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[SIGNATURE
PAGE FOLLOWS]
Please
acknowledge your agreement to the terms of this letter by executing it in the
space provided below and returning it to Xxxxx Xxxxxxxxx.
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CITIGROUP
GLOBAL MARKETS REALTY CORP.
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|
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By:
/s/ Xxxxxxxx
Xxxxx
Name: Xxxxxxxx
Xxxxx
Its:
Vice
President
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Acknowledged
and agreed:
XXXXX
FARGO BANK, N.A.
By:
/s/ Xxxxxx XxXxxxxx
Name:
Xxxxxx XxXxxxxx
Its:
Vice President
CITIMORTGAGE,
INC.
Master
Servicer
By:
/s/ Xxxxx X.
Xxxxxx
Name:
Xxxxx X.
Xxxxxx
Its:
Senior Vice
President
Exhibit
A
Mortgage
Loans
Exhibit
B
CITIMORTGAGE
WIRING
INSTRUCTIONS
Bank
Name: CitiBank
(West)
Bank
City/State: Glendale,
CA
ABA
Number: 321171184
Account
Name: CMI
MSD Clearing
Account
Number: #070-4913896
Please
include your investor number, servicer and purchase number, and remittance
cutoff date on all wires. Wires for multiple investors
should have backup provided that indicates the amount of funds for each
investor. Backup for multiple investor wires needs to be sent by fax
or e-mail the morning the wire is sent and should include the investor number,
servicer and purchase number, and total amount of remittance for each
investor.
Wires
for
payoffs need to include your loan number and the payoff
date. Backup for payoffs needs to be sent by fax or e-mail the
morning the wire is sent.
Please
address all cash related e-mails to Xxxx Xx
at xxxx.xx@xxxxxxxxx.xxx, Xxxx Xxxxxx at
xxxx.x.xxxxxx@xxxxxxxxx.xxx and Xxxxxxx Xxxx at
xxxxxxx.xxxx@xxxxxxxxx.xxx.
Please
address all cash related faxes to the CASH
DEPARTMENT. The fax number is (000)
000-0000. If you have any questions concerning these
instructions, please call Xxxx Xx at (000) 000-0000.
Exhibit
C
Mortgage
Loans containing Prepayment Penalties retained by the Company
Loan
Number 113404034
Schedule
I
Loan
Modification Information
Available
Upon Request
