October 31, 2007
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October
31, 2007
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SunTrust
Mortgage, Inc.
000
Xxxxxx Xxxxxx
Xxxxxxxx,
Xxxxxxxx 00000
RE: Amended
and Restated Master Mortgage Loan Purchase and Servicing Agreement, dated as
of
July 1, 2005, between Citigroup Global Markets Realty Corp. (the “Initial
Purchaser”) and SunTrust Mortgage, Inc. (the “Company”), as amended
by Amendment Number One to the Amended and Restated Master Mortgage Loan
Purchase and Servicing Agreement, dated as of February 22, 2006, as amended
by
Amendment Number Two to the Amended and Restated Master Mortgage Loan Purchase
And Servicing Agreement, dated as of March 16, 2007 and as otherwise amended
(the “Servicing Agreement”)
Dear
Xx.
Xxxxxx-Xxxxxxx:
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 master 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 “Purchaser” under the
Reconstituted Servicing Agreement (as hereinafter defined);
(ii)
the
Company shall continue to service such Mortgage Loans for the benefit of the
Purchaser 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 Purchaser 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 Purchaser 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 Purchaser and its successors and assigns on the
same
terms and conditions as provided in the Servicing Agreement.. Neither
the Company nor the Purchaser 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 to the Master Servicer (a) all reports, statements,
attestations and information required to be delivered by it with respect to
the
Mortgage Loans pursuant to Section 11 of the Servicing Agreement and (b) all
reports, statements, attestations, notices and information required to be
delivered by it with respect to the Mortgage Loans pursuant to Amendment Number
One to the Servicing Agreement, dated as of February 22, 2006, between the
Initial Purchaser and the Company; and
(vi) In
reference to Section 11.38(j) of Amendment Number One, the assessment of
compliance to be delivered by the Company shall not address Reference
1122(d)(4)(i) and (ii) in Exhibit 15 as “Applicable Servicing
Criteria”.
2. Representations
and Warranties of the Company
(a) The
Company warrants and represents to the Initial Purchaser, 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
Purchaser 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 12 of the Servicing Agreement, the Company hereby represents and
warrants, for the benefit of the Initial Purchaser, the Depositor and the Trust,
that the representations and warranties set forth in Subsections 7.01 and 7.02
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, except for
those representations and warranties relating to the delinquency of Mortgaged
Loans or the condition of the related Mortgaged Properties (which are true
and
correct as of the date specified in Servicing Agreement).
The
Initial Purchaser hereby retains the right to enforce the representations and
warranties set forth in Subsections 7.01 and 7.02 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 Purchaser
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 11.29 of the Servicing Agreement.
(c) The
Company shall establish Custodial and Escrow Accounts pursuant to the Servicing
Agreement with respect to the Mortgage Loans entitled “SunTrust Mortgage, Inc.,
as agent, trustee, and/or bailee for CitiMortgage, Inc., master
servicer.”
(d) All
amounts due the Purchaser 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-355M
0000
Xxxxxx Xxxx.
Xxxxxx,
XX 00000
(f) 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
(g) 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 modification
information set forth in Schedule I hereto, 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 Schedule I hereto, the
Company shall also 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.
The
Company shall also provide the Custodian and the Master Servicer with a copy
of
the executed modification agreement, if applicable, in connection with such
Mortgage Loan.
The
foregoing provisions of this Section 3(g) shall only become effective upon
completion of the necessary updates to the Company’s reporting system; provided,
however, that prior to such time, the Company shall use best efforts to provide
the reporting items necessary to enable the Master Servicer to comply in its
reporting on behalf of the Trust, with the requirements of the S&P
Guidelines and will provide such information, to the extent it becomes
available, on a monthly basis commencing the Effective Date. The
Company shall use commercially reasonable efforts to update its reporting
system.
(h) The
Company acknowledges that it will reimburse itself for Monthly Advances solely
in accordance with Section 11.05 to the Servicing Addendum of the Servicing
Agreement.
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 Purchaser or
Company may be merged or consolidated shall, without the requirement for any
further writing, be deemed Purchaser 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 Purchaser hereby requests that the Company provide the information
required by Subsection 30.03 of the Reconstituted Servicing
Agreement.
(c) Pursuant
to Section 30.03(a)(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,
Xxxx
& 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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By:
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/s/
Xxxxxxxx Xxxxx
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Name:
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Xxxxxxxx
Xxxxx
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Title:
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Vice
President
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Acknowledged
and agreed:
SUNTRUST
MORTGAGE, INC.
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By:
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/s/
Xxxxxxx Xxxxxx-Xxxxxxx
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Name:
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Xxxxxxx
Xxxxxx-Xxxxxxx
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Title:
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Vice
President
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CITIMORTGAGE,
INC.
Master
Servicer
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By:
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/s/
Xxxxx X. Xxxxxx
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Name:
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Xxxxx
X. Xxxxxx
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Title:
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Senior
Vice President
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Exhibit
A
Mortgage
Loans
Available
Upon Request
Exhibit
B
CITIMORTGAGE
WIRING
INSTRUCTIONS
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Bank
Name:
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CitiBank
(West)
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Bank
City/State:
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Glendale,
CA
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ABA
Number:
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000000000
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Account
Name:
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CMI
MSD Clearing
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Account
Number:
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#070-0000000
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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
1. the
loan
number and the date of the modification;
2. the
type
of modification performed including, but not limited to, rate reduction,
capitalization of arrearages, extension of term or forgiveness of amounts
due;
3. with
respect to each modified Mortgage Loan, the old provisions and new modified
provisions of such Mortgage Loan;
4. the
amount of principal forgiveness for the current period;
5. whether
the loan is in a trial modification period or has been permanently
modified;
6. when
the
trial period ends;
7. the
date
of the most recent loan modification for the Mortgage Loan;
8. the
modified rate and the rate the borrower was supposed to have paid;
and
9. the
amount of capitalized reimbursement amounts that the servicer repaid itself
in
the current period.
