CITIGROUP MORTGAGE LOAN TRUST INC. Mortgage Pass-Through Certificates, Series 2007-10 AMENDMENT NO. 1 TO POOLING AND SERVICING AGREEMENT Dated as of December 7, 2007
Exhibit
4.01
CITIGROUP
MORTGAGE LOAN TRUST INC.
Mortgage
Pass-Through Certificates, Series 2007-10
_____________________
AMENDMENT
NO. 1 TO POOLING AND SERVICING AGREEMENT
Dated
as
of December 7, 2007
AMENDMENT
XX. 0
XXXXXXXXX
XX. 0 to Pooling and Servicing Agreement (the “Amendment”) effective as of
November 1, 2007 (the “Effective Date”) among CITIGROUP MORTGAGE LOAN TRUST
INC., as Depositor, CITIMORTGAGE, INC., as Master Servicer and Trust
Administrator, CITIBANK, N.A. as Paying Agent, Certificate Registrar and
Authenticating Agent and U.S. BANK NATIONAL ASSOCIATION, as
Trustee.
PRELIMINARY
STATEMENT
WHEREAS,
the parties hereto are parties to that certain Pooling and Servicing Agreement,
dated as of October 1, 2007 (the “Agreement”), among the Depositor, the Master
Servicer, the Trust Administrator, the Paying Agent, the Certificate Registrar,
the Authenticating Agent and the Trustee; and
WHEREAS,
Section 11.01 of the Agreement provides that the Agreement may be amended by
the
parties thereto, without the consent of any of the Certificateholders, (i)
to
cure any mistake, including without limitation conforming the Agreement to
the
final version of the prospectus or memorandum or circular pursuant to which
the
affected Class of Certificates was initially offered and sold, (ii) to modify
or
supplement any provision herein which may be ambiguous and/or inconsistent
with
any other provision in the Agreement or (iii) to make any other provision with
respect to any matter or question arising under the Agreement which shall not
be
inconsistent with the provisions of the Agreement;
WHEREAS,
the Agreement incorrectly set forth the tables for REMIC II-B and REMIC II-C
in
the Preliminary Statement;
NOW,
THEREFORE, in consideration of the foregoing and of other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
the
parties hereto agree:
That,
as
of the Effective Date, the Agreement is hereby amended to replace the tables
for
REMIC II-B and REMIC II-C in the Preliminary Statement with the tables set
forth
on Annex I hereto.
Except
as
expressly modified or amended in this Amendment, the parties hereto agree that
all of the terms, covenants, provisions, agreements and conditions of the
Agreement are hereby ratified and confirmed in every respect and shall remain
unmodified and unchanged and shall continue in full force and
effect.
The
effectiveness of the Amendment is conditioned upon the Trust Administrator’s
receipt of the Opinion of Counsel described in Section 11.01 of the Agreement.
Capitalized
terms used but not defined herein shall have the meanings ascribed to such
terms
in the Agreement.
This
Amendment may be executed in counterparts, each of which shall be an original
but all of which, taken together, shall constitute one and the same instrument
and that this Amendment shall be construed in accordance with the laws of the
State of New York (excluding provisions regarding conflicts of laws) and the
obligations, rights and remedies of the parties hereunder shall be determined
in
accordance with such laws.
IN
WITNESS WHEREOF, the parties have duly executed this Amendment as of the date
first above written.
|
CITIGROUP
MORTGAGE LOAN TRUST INC.,
as
Depositor
|
|||||||||||||||
|
By:
|
/s/
Xxxxx X. Xxxxxxxxx
|
||||||||||||||
|
Name:
|
Xxxxx
X. Xxxxxxxxx
|
||||||||||||||
|
Title:
|
Vice
President
|
||||||||||||||
|
CITIMORTGAGE,
INC.,
as
Master Servicer and Trust Administrator
|
|||||||||||||||
|
By:
|
/s/
Xxxxx X. Xxxxxx
|
||||||||||||||
|
Name:
|
Xxxxx
X. Xxxxxx
|
||||||||||||||
|
Title:
|
Senior
Vice President
|
||||||||||||||
|
CITIBANK,
N.A.,
as
Paying Agent, Certificate Registrar and Authenticating
Agent
|
|||||||||||||||
|
By:
|
/s/
Xxxxxxxx XxXxxxx
|
||||||||||||||
|
Name:
|
Xxxxxxxx
XxXxxxx
|
||||||||||||||
|
Title:
|
Vice
President
|
||||||||||||||
|
U.S.
BANK NATIONAL ASSOCIATION, not in its individual capacity but solely
as
Trustee
|
|||||||||||||||
|
By:
|
/s/
Xxxxx X. X’Xxxxx
|
||||||||||||||
|
Name:
|
Xxxxx
X. X’Xxxxx
|
||||||||||||||
|
Title:
|
Vice
President
|
||||||||||||||
ANNEX
I
REMIC
II-B
As
provided herein, the Trust Administrator will elect to treat the segregated
pool
of assets consisting of the REMIC II-A Regular Interests subject to this
Agreement as a REMIC (as defined herein) for federal income tax purposes, and
such segregated pool of assets will be designated as “REMIC II-B”. The Class
R-IIB Residual Interest will be the sole class of “residual interests” in REMIC
II-B for purposes of the REMIC Provisions (as defined herein). The following
table irrevocably sets forth the designation, the REMIC II-B Remittance Rate,
the initial Uncertificated Balance and, for purposes of satisfying Treasury
regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for
each of the REMIC II-B Regular Interests (as defined herein). None of
the REMIC II-B Regular Interests will be certificated.
|
Designation
|
REMIC
II-B Remittance
Rate(2)
|
Initial
Uncertificated Balance |
Latest
Possible
Maturity
Date(1)
|
||||
|
LT2A1A
|
Variable
|
$ |
5,162,000.00
|
October
2037
|
|||
|
LT22AA
|
Variable
|
$ |
377,958,000.00
|
October
2037
|
|||
|
LT2A2A
|
Variable
|
$ |
100,000,000.00
|
October
2037
|
|||
|
LT2A2B
|
Variable
|
$ |
5,820,000.00
|
October
2037
|
|||
|
LT212B(1)
|
Variable
|
$ |
256,000.00
|
October
2037
|
|||
|
LT212B(2)
|
Variable
|
$ |
23,924,000.00
|
October
2037
|
|||
|
LT2A3A
|
Variable
|
$ |
27,183,000.00
|
October
2037
|
|||
|
LT2A3B
|
Variable
|
$ |
1,345,000.00
|
October
2037
|
|||
|
LT2A4A
|
Variable
|
$ |
34,409,000.00
|
October
2037
|
|||
|
LT2A4B
|
Variable
|
$ |
1,703,000.00
|
October
2037
|
|||
|
LT2A5A
|
Variable
|
$ |
31,754,000.00
|
October
2037
|
|||
|
LT2A5B
|
Variable
|
$ |
1,571,000.00
|
October
2037
|
|||
|
LT2-B1
|
Variable
|
$ |
11,838,000.00
|
October
2037
|
|||
|
LT2-B2
|
Variable
|
$ |
5,439,000.00
|
October
2037
|
|||
|
LT2-B3
|
Variable
|
$ |
2,560,000.00
|
October
2037
|
|||
|
LT2-B4
|
Variable
|
$ |
5,119,000.00
|
October
2037
|
|||
|
LT2-B5
|
Variable
|
$ |
1,599,000.00
|
October
2037
|
|||
|
LT2-B6
|
Variable
|
$ |
2,240,392.00
|
October
2037
|
|||
|
LT2-R
|
Variable
|
$ |
100.33
|
October
2037
|
|||
(1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the
Distribution Date in the month following the month of the maturity date for
the
Group 2 Mortgage Loan with the latest maturity date has been designated as
the
“latest possible maturity date” for each Class of Group 2
Certificates.
(2) Calculated
in accordance with the definition of “REMIC II-B Remittance Rate”
herein.
REMIC
II-C
As
provided herein, the Trust Administrator will elect to treat the segregated
pool
of assets consisting of the REMIC II-B Regular Interests subject to this
Agreement as a REMIC (as defined herein) for federal income tax purposes, and
such segregated pool of assets will be designated as “REMIC II-C”. The Class
R-IIC Residual Interest will be the sole class of “residual interests” in REMIC
II-C for purposes of the REMIC Provisions (as defined herein). The following
table irrevocably sets forth the designation, the Pass-Through Rate, the Initial
Certificate Principal Balance or Component Principal Balance and, for purposes
of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest
possible maturity date” for each of the Classes of Certificates or Components
thereof that evidence “regular interests” or “residual interests” in REMIC
II-C.
|
Designation
|
Pass-Through
Rate(2)
|
Initial
Certificate Principal
Balance
or Component Principal Balance
|
Latest
Possible
Maturity
Date(1)
|
||||
|
Class
2A1A
|
Variable
|
$ |
5,162,000.00
|
October
2037
|
|||
|
Class
22AA
|
Variable
|
$ |
377,958,000.00
|
October
2037
|
|||
|
Class
2A2A
|
Variable
|
$ |
100,000,000.00
|
October
2037
|
|||
|
Class
2A2B
|
Variable
|
$ |
5,820,000.00
|
October
2037
|
|||
|
Class
2A2IO
|
Variable
|
(3) |
October
2037
|
||||
|
2A1B
Component
|
Variable
|
$ |
256,000.00
|
October
2037
|
|||
|
22AB
Component
|
Variable
|
$ |
23,924,000.00
|
October
2037
|
|||
|
Class
2A3A
|
Variable
|
$ |
27,183,000.00
|
October
2037
|
|||
|
Class
2A3B
|
Variable
|
$ |
1,345,000.00
|
October
2037
|
|||
|
Class
2A3IO
|
Variable
|
(3) |
October
2037
|
||||
|
Class
2A4A
|
Variable
|
$ |
34,409,000.00
|
October
2037
|
|||
|
Class
2A4B
|
Variable
|
$ |
1,703,000.00
|
October
2037
|
|||
|
Class
2A5A
|
Variable
|
$ |
31,754,000.00
|
October
2037
|
|||
|
Class
2A5B
|
Variable
|
$ |
1,571,000.00
|
October
2037
|
|||
|
Class
2B1
|
Variable
|
$ |
11,838,000.00
|
October
2037
|
|||
|
Class
2B2
|
Variable
|
$ |
5,439,000.00
|
October
2037
|
|||
|
Class
2B3
|
Variable
|
$ |
2,560,000.00
|
October
2037
|
|||
|
Class
2B4
|
Variable
|
$ |
5,119,000.00
|
October
2037
|
|||
|
Class
2B5
|
Variable
|
$ |
1,599,000.00
|
October
2037
|
|||
|
Class
2B6
|
Variable
|
$ |
2,240,392.00
|
October
2037
|
|||
|
Class
2R
|
Variable
|
$ |
100.33
|
October
2037
|
|||
(1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the
Distribution Date in the month following the month of the maturity date for
the
Group 2 Mortgage Loan with the latest maturity date has been designated as
the
“latest possible maturity date” for each Class of Group 2
Certificates.
(2) Calculated
in accordance with the definition of “Pass-Through Rate” herein.
(3) This
Class of Certificates is an Interest Only Certificate and will not have a
Certificate Principal Balance. This Certificate will accrue interest on the
Notional Amount thereof. The Notional Amount of this Class of
Certificates will be calculated for each Distribution Date as set forth
herein.
