Unassociated Document


    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
      NO. 1

     

    AMENDMENT
      NO. 1 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/
                  Peter D. Steinmetz

              

            
	 	 	 	 	 	 	 	
              Name:

            	
              Peter
                D. Steinmetz

            
	 	 	 	 	 	 	 	
              Title:

            	
              Vice
                President

            
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              CITIMORTGAGE,
                INC.,

              as
                Master Servicer and Trust Administrator

            
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	
              
                /s/
                  Tommy R. Harris

              

            
	 	 	 	 	 	 	 	
              Name:

            	
              Tommy
                R. Harris

            
	 	 	 	 	 	 	 	
              Title:

            	
              Senior
                Vice President

            
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              CITIBANK,
                N.A.,

              as
                Paying Agent, Certificate Registrar and Authenticating
                Agent

            
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	
              
                /s/
                  Jennifer McCourt

              

            
	 	 	 	 	 	 	 	
              Name:

            	
              Jennifer
                McCourt

            
	 	 	 	 	 	 	 	
              Title:

            	
              Vice
                President

            
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              U.S.
                BANK NATIONAL ASSOCIATION, not in its individual capacity but solely
                as
                Trustee

            
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	
              
                /s/
                  Clare M. O’Brien

              

            
	 	 	 	 	 	 	 	
              Name:

            	
              Clare
                M. O’Brien

            
	 	 	 	 	 	 	 	
              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.