October 31, 2007
| October 31, 2007 |
Countrywide
Home Loans, Inc.
Countrywide
Home Loans Servicing LP
0000
Xxxx
Xxxxxxx
Xxxxxxxxx,
Xxxxxxxxxx 00000
RE: Amended
and Restated Master Mortgage Loan Purchase and Servicing Agreement, dated as
of
December 15, 2003, between Citigroup Global Markets Realty Corp. (the “Initial
Purchaser”) and Countrywide Home Loans, Inc. (the “Company”), as amended by the
Amendment Reg AB, dated as of February 28, 2006, between the Initial Purchaser
and the Company (“Amendment Reg AB”), (collectively, 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 Purchaser has
designated CitiMortgage, Inc. as the Purchaser’s agent for purposes of master
servicing the Mortgage Loans and (ii) effective October 31, 2007 (the
“Effective Date”) the Initial Purchaser 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.
As
of the
Effective Date, the Company has assigned its rights and obligations with respect
to the servicing of the Mortgage Loans under the Servicing Agreement to
Countrywide Home Loans Servicing LP (the “Servicer”) and the Servicer shall
service the Mortgage Loans for the benefit of the Trust and its permitted
successors and assigns in accordance with the terms and conditions of the
Servicing Agreement, as modified by this Letter Agreement (the “Letter
Agreement”).
Please
acknowledge that:
1. Recognition
of Assignment by the Company and the Servicer.
From
and
after the Effective Date,
(i)
the
Company and the Servicer shall recognize the Trust (or the Trustee on behalf
of
the Trust) as the owner of the Mortgage Loans and “Purchaser” under the
Servicing Agreement, as modified by this Letter Agreement; provided,
however, it is understood by all of parties to this Letter Agreement that the
Initial Purchaser shall retain all obligations as “Purchaser” under the
Servicing Agreement for the benefit of each the Company and
Servicer. The Company, the Servicer and the Initial Purchaser waive
the requirements set forth in Section 8.07(a) of the Servicing Agreement with
respect to such transferee.
(ii)
the
Servicer shall service the Mortgage Loans for the benefit of the Trust, pursuant
to the terms of the Servicing Agreement subject to amendments and modifications
as are set forth in Letter Agreement, notwithstanding anything contained in
the
Servicing Agreement to the contrary.
(iii)
Citibank, N.A. shall serve as the Custodian with respect to the Mortgage
Loans;
(iv)
the
Servicer shall deliver to the Master Servicer all written reports, statements
and information required to be delivered by it to the Master Servicer with
respect to the Mortgage Loans pursuant to the Servicing Agreement and
attestations, assessments and compliance statements pursuant to Amendment Reg
AB.
2. Additional
Provisions
Notwithstanding
anything to the contrary in the Servicing Agreement, the Initial Purchaser,
the
Servicer and the Company agree to modify the Servicing Agreement as follows
and
the Servicer 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 Servicer shall cause MERS to designate the
Trustee on the MERS® System as the beneficial holder of such Mortgage
Loan.
(b) The
Servicer
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 Servicer will comply with the provisions of
Section 4.13 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 “Countrywide Home Loans Servicing LP., as
bailee for CitiMortgage, Inc., master servicer.”
(e) All
amounts due the Purchaser with respect to the Mortgage Loans under the 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 Servicer in
writing.
(f) The
address
of the Master Servicer for purposes of all notices and correspondence required
to be delivered to the Master Servicer related to the Mortgage Loans and for
reports and statements shall be as follows:
CitiMortgage,
Inc.
Master
Servicing Division- MC: N3B-355M
0000
Xxxxxx Xxxx.
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) If
in any month a Mortgage Loan is subject to a modification, the Company shall
use
its reasonable efforts to provide a servicer report (together with any other
monthly reports under the Servicing Agreement) to the Master Servicer, which
shall contain the loan modification information required by the Standard &
Poor’s Revised Guidelines For U.S. RMBS Loan Modification and Capitalization
Reimbursement Amounts (the “S&P Guidelines”), and such information
shall be substantially similar to that which the Company provides for its own
securitizations. Notwithstanding the foregoing, the Company shall also use
its
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 required by the S&P Guidelines. The
Company acknowledges that the Master Servicer will require reporting on the
items attached on Schedule I hereto.
(j) The
Eligible Account definition of the Servicing Agreement is hereby deleted in
its
entirety and replaced with the following definition:
Eligible
Account: An account or accounts (i) maintained with a depository
institution the short term debt obligations of which are rated by a nationally
recognized statistical rating agency in one of its two (2) highest rating
categories at the time of any deposit therein, (ii) the deposits of which are
insured up to the maximum permitted by the FDIC, (iii) maintained with an
institution and in a manner acceptable to an Agency, or (iv) maintained with
an
institution acceptable to the applicable Rating Agency.
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. Any entity into which the Initial
Purchaser, the Servicer or Company may be merged or consolidated shall, without
the requirement for any further writing, be deemed Initial Purchaser, the
Servicer 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. Notice
of Regulation AB Compliance
(a) The
Initial Purchaser hereby notifies the Company and the Servicer that as of the
Effective Date the Mortgage Loans will be included in a Securitization
Transaction.
(b) Pursuant
to Section 2(c)(i)(D) of Amendment Reg AB the following are parties to the
securitization transaction in which the Mortgage Loans will be
included:
|
(i)
|
Citigroup
Global Markets Realty Corp.
(sponsor);
|
|
(ii)
|
Citigroup
Mortgage Loan Trust Inc.
(depositor);
|
|
(iii)
|
Citigroup
Mortgage Loan Trust 2007-10 (issuing
entity);
|
|
(iv)
|
CitiMortgage,
Inc. (the master servicer and trust
administrator);
|
|
(v)
|
U.S.
Bank National Association (the
trustee);
|
|
(vi)
|
Citibank,
N.A. (a custodian, paying agent, certificate registrar and authenticating
agent);
|
|
(vii)
|
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);
|
|
(viii)
|
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
|
|
(ix)
|
Citibank,
N.A. (a custodian).
|
[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.
| CITIGROUP GLOBAL MARKETS REALTY CORP., Initial Purchaser | |||
|
|
By:
|
/s/ Xxxxxxxx Xxxxx | |
| Name: | Xxxxxxxx Xxxxx | ||
| Its: | Vice President | ||
|
Acknowledged
and agreed:
COUNTRYWIDE
HOME LOANS, INC.
Company
|
||
|
By:
|
/s/ Xxxxxx Xxxxxxxxx | |
| Name: | Xxxxxx Xxxxxxxxx | |
| Its: | Senior Vice President | |
|
COUNTRYWIDE
HOME LOANS SERVICING LP, Servicer
By
Countrywide GP, Inc., its General Partner
|
||
|
By:
|
/s/ Xxxxxx Xxxxxxxxx | |
| Name: | Xxxxxx Xxxxxxxxx | |
| Its: | Senior 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:
|
000000000
|
|
|
Account
Name:
|
CMI
MSD Clearing
|
|
|
Account
Number:
|
#070-0000000
|
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.
Schedule
I
Loan
Modification Information
(Available
Upon
Request)
