AMENDMENT NUMBER ONE Master Mortgage Loan Purchase and Servicing Agreement dated as of June 1, 2006 by and between FIFTH THIRD BANK and CITIGROUP GLOBAL MARKETS REALTY CORP.
AMENDMENT
NUMBER ONE
dated
as
of June 1, 2006
by
and
between
FIFTH
THIRD BANK
and
CITIGROUP
GLOBAL MARKETS REALTY CORP.
This
AMENDMENT NUMBER ONE is made this 12th day of December, 2006, by and between
FIFTH THIRD BANK, having an address at 0000 Xxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxx
00000 (the “Seller”) and CITIGROUP GLOBAL MARKETS REALTY CORP. having an address
at 000 Xxxxxxxxx Xxxxxx, 0xx
Xxxxx,
Xxx Xxxx, Xxx Xxxx 00000 (the “Purchaser”), to the Master Mortgage Loan Purchase
and Servicing Agreement, dated as of June 1, 2006, by and between the Purchaser
and the Seller (the “Agreement”).
RECITALS
WHEREAS,
the parties hereto desire to amend the Agreement subject to the terms and
conditions of this Amendment.
NOW
THEREFORE, for good and valuable consideration, the receipt and sufficiency
of
which are hereby acknowledged, and of the mutual covenants herein contained,
the
parties hereto hereby agree as follows:
SECTION
1. Amendment.
Effective as of December 12, 2006, the Agreement is hereby amended as
follows:
(a) Section
7.02(lxvi) of the Agreement is hereby amended by (i) deleting the word “credit
history” in the first sentence thereto and (ii) adding the word “solely”
immediately following the language “did and does not rely” in the first sentence
thereto.
(b) Section
7.02(lxvii) of the Agreement is hereby amended by deleting the language “and
other miscellaneous fees and charges that,” and replacing it with the language
“and other miscellaneous fees and charges, which miscellaneous fees and
charges”.
SECTION
2. Defined
Terms.
Any
terms capitalized but not otherwise defined herein shall have the respective
meanings set forth in the Agreement.
SECTION
3. Limited
Effect.
Except
as amended hereby, the Agreement shall continue in full force and effect in
accordance with its terms. Reference to this Amendment need not be made in
the
Agreement or any other instrument or document executed in connection therewith,
or in any certificate, letter or communication issued or made pursuant to,
or
with respect to, the Agreement, any reference in any of such items to the
Agreement being sufficient to refer to the Agreement as amended hereby. This
Amendment Number One shall apply to all Mortgage Loans subject to the Agreement
notwithstanding that any such Mortgage Loans were purchased prior to the date
of
this Amendment Number One.
SECTION
4. Governing
Law.
This
Amendment Number One shall be construed in accordance with the laws of the
State
of New York and the obligations, rights, and remedies of the parties hereunder
shall be determined in accordance with such laws without regard to conflict
of
laws doctrine applied in such state (other than Section 5-1401 or 5-1402 of
the
New York General Obligations Law).
SECTION
5. Counterparts.
This
Amendment Number One may be executed by each of the parties hereto on any number
of separate counterparts, each of which shall be an original and all of which
taken together shall constitute one and the same instrument. An executed
counterpart signature page delivered by facsimile shall have the same binding
effect as an original signature page.
[SIGNATURE
PAGE TO FOLLOW]
IN
WITNESS WHEREOF, the Seller and the Purchaser have caused this Amendment Number
One to be executed and delivered by their duly authorized officers as of the
day
and year first above written.
| FIFTH THIRD BANK | ||
| (Seller) | ||
| |
|
|
| By: | /s/ [Authorized Signatory] | |
| Name: | ||
| Title: | ||
|
CITIGROUP
GLOBAL MARKETS REALTY CORP.
|
||
| (Purchaser) | ||
| |
|
|
| By: | /s/ [Authorized Signatory] | |
| Name: | ||
| Title: | ||
