Common use of Leasehold Estates Clause in Contracts

Leasehold Estates. With respect to each Mortgage Loan secured in whole or in part by the interest of the Mortgagor as a lessee under a ground lease of the related Mortgaged Property (a “Ground Lease”) and not be a fee interest in such Mortgaged Property: (i) The Mortgagor is the owner of a valid and subsisting interet as tenant under the Ground Lease; (ii) The Ground Lease is in full force and effect; (iii) The Mortgagor is not in default under any provision of the lease; (iv) The lessor under the Ground Lease is not in default under any of the terms or provisions thereof on the part of the lessor to be observed or performed; (v) The term of the Ground Lease exceeds the maturity date of the related Mortgage Loan by at least five(5) years; (vi) The Mortgagee under the Mortgage Loan is given at least 30 days’ notice of any default and an opportunity to cure any defaults under the Ground Lease or to take over the Mortgagor’s rights under the Ground Lease; (vii) The Ground Lease does not contain any default provisions that could give rise to forfeiture or termination of the Ground Lease except for the non-payment of the Ground Lease rents; (viii) The Ground Lease provides that the leasehold can be transferred, mortgaged and sublet an unlimited number of times either without restriction or on payment of a reasonable fee and delivery of reasonable documentation to the lessor; (ix) The Ground Lease or a memorandum thereof has been recorded and by its terms permits the leasehold estate to be mortgaged; and (x) The execution, delivery and performance of the Mortgage do not require consent (other than those consents which have been obtained and are in full force and effect) under, and will not contravene any provision of or cause a default under, the Ground Lease.

Leasehold Estates. With respect to each Mortgage Loan secured in whole or in part by the interest of the Mortgagor as a lessee under a ground lease of the related Mortgaged Property (a “Ground Lease”) and not be a fee interest in such Mortgaged Property: (i) The Mortgagor is the owner of a valid and subsisting interet interest as tenant under the Ground Lease; (ii) The Ground Lease is in full force and effect; (iii) The Mortgagor is not in default under any provision of the lease; (iv) The lessor under the Ground Lease is not in default under any of the terms or provisions thereof on the part of the lessor to be observed or performed; (v) The term of the Ground Lease exceeds the maturity date of the related Mortgage Loan by at least five(5) ten years; (vi) The Mortgagee Mortgagor under the Mortgage Loan is given at least 30 days’ notice of any default and an opportunity to cure any defaults under the Ground Lease or to take over the Mortgagor’s rights under the Ground Lease; (vii) The Ground Lease does not contain any default provisions that could give rise to forfeiture or termination of the Ground Lease except for the non-payment of the Ground Lease rents; (viii) The Ground Lease provides that the leasehold can be transferred, mortgaged and sublet an unlimited number of times either without restriction or on payment of a reasonable fee and delivery of reasonable documentation to the lessor; (ix) The Ground Lease or a memorandum thereof has been recorded and by its terms permits the leasehold estate to be mortgaged; and; (x) The execution, delivery and performance of the Mortgage do not require consent (other than those consents which have been obtained and are in full force and effect) under, and will not contravene any provision of or cause a default under, the Ground Lease; and (xi) The Mortgagor has not commenced any action or given or received any notice for the purpose of terminating the Ground Lease.

Leasehold Estates. With respect to each Mortgage Loan that is secured in whole or in part by the interest of the Mortgagor mortgagor as a lessee under a ground lease of the related Mortgaged Property (a “Ground Lease”) and not be by a fee interest in such Mortgaged PropertyProperty and as further specified in the Underwriting Guidelines: (ia) The Mortgagor mortgagor is the owner of a valid and subsisting interet interest as tenant under the Ground Lease; (iib) The Ground Lease is in full force and effect, unmodified and not supplemented by any writing or otherwise; (iiic) The Mortgagor is Company has not in received notice of default under any provision of by the lease; (iv) The lessor mortgagor under the Ground Lease is not in default under any or of circumstances which, with the terms passage of time or provisions thereof on the part giving of the lessor to be observed notice or performedboth, would constitute an event of default; (vd) The term of the Ground Lease exceeds the maturity date of the related Mortgage Loan by at least five(5five (5) years; (vie) The Mortgagee under the Mortgage Loan is given at least 30 days’ notice of any default and an opportunity to cure any defaults under the Ground Lease or a memorandum thereof has been recorded and by its terms permits the leasehold estate to take over the Mortgagor’s rights under the Ground Leasebe mortgaged; (viif) The Ground Lease does not contain any default provisions that could give rise to forfeiture or termination of the Ground Lease except for the non-payment of the Ground Lease rents; (viiig) The execution, delivery and performance of the Mortgage do not require the consent (other than those consents which have been obtained and are in full force and effect) under, and will not contravene any provision of or cause a default under, the Ground Lease; and (h) The Ground Lease provides that the leasehold can be transferred, mortgaged and sublet an unlimited number of times either without restriction or on payment of a reasonable fee and delivery of reasonable documentation to the lessor; (ix) The Ground Lease or a memorandum thereof has been recorded and by its terms permits the leasehold estate to be mortgaged; and (x) The execution, delivery and performance of the Mortgage do not require consent (other than those consents which have been obtained and are in full force and effect) under, and will not contravene any provision of or cause a default under, the Ground Lease.

Leasehold Estates. With respect to each Mortgage Loan secured in whole or in part by the interest of the Mortgagor as a lessee under a ground lease of the related Mortgaged Property (a “Ground Lease”) and not be a fee interest in such Mortgaged Property: (i) The Mortgagor is the owner of a valid and subsisting interet interest as tenant under the Ground Lease; (ii) The Ground Lease is in full force and effect; (iii) The Mortgagor is not in default under any provision of the lease; (iv) The lessor under the Ground Lease is not in default under any of the terms or provisions thereof on the part of the lessor to be observed or performed; (v) The term of the Ground Lease exceeds the maturity date of the related Mortgage Loan by at least five(5) ten years; (vi) The Mortgagee Mortgagor under the Mortgage Loan is given at least 30 days’ notice of any default and an opportunity to cure any defaults under the Ground Lease or to take over the Mortgagor’s rights under the Ground Lease; (vii) The Ground Lease does not contain any default provisions that could give rise to forfeiture or termination of the Ground Lease except for the non-payment of the Ground Lease rents; (viii) The Ground Lease provides that the leasehold can be transferred, mortgaged and sublet an unlimited number of times either without restriction or on payment of a reasonable fee and delivery of reasonable documentation to the lessor; (ix) The Ground Lease or a memorandum thereof has been recorded and by its terms permits the leasehold estate to be mortgaged; and; (x) The execution, delivery and performance of the Mortgage do not require consent (other than those consents which have been obtained and are in full force and effect) under, and will not contravene any provision of or cause a default under, the Ground Lease; and (xi) The Mortgagor has not commenced any action or given or received any notice for the purpose of terminating the Ground Lease. TO: U.S. Bank National Association Corporate Trust Services Xxx Xxxxxxx Xxxxxx, Xxxxx Xxxxx Xxxxxx, XX 00000 Re: Pooling and Servicing Agreement dated as of September 1, 2005, among Citigroup Mortgage Loan Trust Inc., as Depositor, CitiMortgage, Inc. as master servicer and trust administrator and U.S. Bank National Association as Trustee In connection with the administration of the Mortgage Loans held by you as Trustee for the Owner pursuant to the above-captioned Agreement, we request the release, and hereby acknowledge receipt, of the Trustee's Mortgage File for the Mortgage Loan described below, for the reason indicated. Mortgage Loan Number: Mortgagor Name, Address & Zip Code: Reason for Requesting Documents (check one): ______________ 1. Mortgage Paid in Full ______________ 2. Foreclosure ______________ 3. Substitution ______________ 4. Other Liquidation (Repurchases, etc.) ______________ 5. Nonliquidation Reason:______________________________________________ Address to which Trustee should Deliver the Custodian's Mortgage File: [____________] [____________] By: Name: Title: Issuer: Address: Date: Trustee U.S. BANK NATIONAL ASSOCIATION Please acknowledge the execution of the above request by your signature and date below: Signature Date Documents returned to Trustee: _____________________________________ Trustee Date Re: Citigroup Mortgage Loan Trust, Series 2005-WF2, Asset-backed pass-through Certificates, Class representing a % Class Percentage Interest Ladies and Gentlemen: In connection with the transfer by ________________ (the “Transferor”) to ________________ (the “Transferee”) of the captioned asset-backed pass-through certificates (the “Certificates”), the Transferor hereby certifies as follows: Neither the Transferor nor anyone acting on its behalf has (a) offered, pledged, sold, disposed of or otherwise transferred any Certificate, any interest in any Certificate or any other similar security to any person in any manner, (b) has solicited any offer to buy or to accept a pledge, disposition or other transfer of any Certificate, any interest in any Certificate or any other similar security from any person in any manner, (c) has otherwise approached or negotiated with respect to any Certificate, any interest in any Certificate or any other similar security with any person in any manner, (d) has made any general solicitation by means of general advertising or in any other manner, (e) has taken any other action, that (in the case of each of subclauses (a) through (e) above) would constitute a distribution of the Certificates under the Securities Act of 1933, as amended (the “1933 Act”), or would render the disposition of any Certificate a violation of Section 5 of the 1933 Act or any state securities law or would require registration or qualification pursuant thereto. The Transferor will not act, nor has it authorized or will it authorize any person to act, in any manner set forth in the foregoing sentence with respect to any Certificate. The Transferor will not sell or otherwise transfer any of the Certificates, except in compliance with the provisions of that certain Pooling and Servicing Agreement, dated as of [___], among Citigroup Mortgage Loan Trust Inc. as Depositor, CitiMortgage, Inc. as trust administrator and master servicer, Citibank, N.A. as paying agent, certificate registrar and authenticating agent and U.S. Bank National Association as Trustee (the “Pooling and Servicing Agreement”), pursuant to which Pooling and Servicing Agreement the Certificates were issued. Capitalized terms used but not defined herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. Very truly yours, [Transferor] By: Name: Title: Re: Citigroup Mortgage Loan Trust, Series 2005-WF2, Asset-backed pass-through Certificates, Class, representing a % Percentage Interest Ladies and Gentlemen: In connection with the purchase from ______________________ (the “Transferor”) on the date hereof of the captioned trust certificates (the “Certificates”), _______________ (the “Transferee”) hereby certifies as follows: 1. The Transferee is a “qualified institutional buyer” as that term is defined in Rule 144A (“Rule 144A”) under the Securities Act of 1933 (the “1933 Act”) and has completed either of the forms of certification to that effect attached hereto as Annex 1 or Annex 2. The Transferee is aware that the sale to it is being made in reliance on Rule 144A. The Transferee is acquiring the Certificates for its own account or for the account of a qualified institutional buyer, and understands that such Certificate may be resold, pledged or transferred only (i) to a person reasonably believed to be a qualified institutional buyer that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A, or (ii) pursuant to another exemption from registration under the 1933 Act. 2. The Transferee has been furnished with all information regarding (a) the Certificates and distributions thereon, (b) the nature, performance and servicing of the Mortgage Loans, (c) the Pooling and Servicing Agreement referred to below, and (d) any credit enhancement mechanism associated with the Certificates, that it has requested. All capitalized terms used but not otherwise defined herein have the respective meanings assigned thereto in the Pooling and Servicing Agreement, dated as of Setpember 1, 2005, 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, pursuant to which the Certificates were issued. [Transferee] By: Name: Title: The undersigned hereby certifies as follows to [name of Transferor] (the “Transferor”) and U.S. Bank National Association, as Trustee, with respect to the asset-backed pass-through certificates (the “Certificates”) described in the Transferee Certificate to which this certification relates and to which this certification is an Annex: 1. As indicated below, the undersigned is the President, Chief Financial Officer, Senior Vice President or other executive officer of the entity purchasing the Certificates (the “Transferee”). 2. In connection with purchases by the Transferee, the Transferee is a “qualified institutional buyer” as that term is defined in Rule 144A under the Securities Act of 1933 (“Rule 144A”) because (i) the Transferee owned and/or invested on a discretionary basis $______________________[1] in securities (except for the excluded securities referred to below) as of the end of the Transferee's most recent fiscal year (such amount being calculated in accordance with Rule 144A) and (ii) the Transferee satisfies the criteria in the category marked below.

Leasehold Estates. With respect to each Mortgage Loan secured in whole or in part by the interest of the Mortgagor as a lessee under a ground lease of the related Mortgaged Property (a “Ground Lease”) and not be a fee interest in such Mortgaged Property: (i) The Mortgagor is the owner of a valid and subsisting interet interest as tenant under the Ground Lease; (ii) The Ground Lease is in full force and effect; (iii) The Mortgagor is not in default under any provision of the lease; (iv) The lessor under the Ground Lease is not in default under any of the terms or provisions thereof on the part of the lessor to be observed or performed; (v) The term of the Ground Lease exceeds the maturity date of the related Mortgage Loan by at least five(5) ten years; (vi) The Mortgagee Mortgagor under the Mortgage Loan is given at least 30 days’ notice of any default and an opportunity to cure any defaults under the Ground Lease or to take over the Mortgagor’s rights under the Ground Lease; (vii) The Ground Lease does not contain any default provisions that could give rise to forfeiture or termination of the Ground Lease except for the non-payment of the Ground Lease rents; (viii) The Ground Lease provides that the leasehold can be transferred, mortgaged and sublet an unlimited number of times either without restriction or on payment of a reasonable fee and delivery of reasonable documentation to the lessor; (ix) The Ground Lease or a memorandum thereof has been recorded and by its terms permits the leasehold estate to be mortgaged; and; (x) The execution, delivery and performance of the Mortgage do not require consent (other than those consents which have been obtained and are in full force and effect) under, and will not contravene any provision of or cause a default under, the Ground Lease; and (xi) The Mortgagor has not commenced any action or given or received any notice for the purpose of terminating the Ground Lease. TO: [applicable Custodian] Re: Pooling and Servicing Agreement dated as of August 1, 2005, 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 In connection with the administration of the Mortgage Loans held by you as Custodian for the Owner pursuant to the above-captioned Pooling and Servicing Agreement and the applicable Custodian Agreement, we request the release, and hereby acknowledge receipt, of the Trustee's Mortgage File for the Mortgage Loan described below, for the reason indicated. Mortgage Loan Number: Mortgagor Name, Address & Zip Code: Reason for Requesting Documents (check one): ______________ 1. Mortgage Paid in Full ______________ 2. Foreclosure ______________ 3. Substitution ______________ 4. Other Liquidation (Repurchases, etc.) ______________ 5. Nonliquidation Reason:______________________________________________ Address to which Trustee should Deliver the Custodian's Mortgage File: [____________] [____________] By: ______________________________ (authorized signer) Issuer:______________________________ Address: _____________________________________ Date: _________________________________ Custodian _____________________________________ Please acknowledge the execution of the above request by your signature and date below: _____________________________________ Signature Date Documents returned to Custodian: ____________________________________ Trustee Date Re: Citigroup Mortgage Loan Trust Inc., Mortgage Pass-Through Certificates, Series 2005-4, Class__ , representing a __% Class Percentage Interest Ladies and Gentlemen: In connection with the transfer by ________________ (the “Transferor”) to ________________ (the “Transferee”) of the captioned mortgage pass-through certificates (the “Certificates”), the Transferor hereby certifies as follows: Neither the Transferor nor anyone acting on its behalf has (a) offered, pledged, sold, disposed of or otherwise transferred any Certificate, any interest in any Certificate or any other similar security to any person in any manner, (b) has solicited any offer to buy or to accept a pledge, disposition or other transfer of any Certificate, any interest in any Certificate or any other similar security from any person in any manner, (c) has otherwise approached or negotiated with respect to any Certificate, any interest in any Certificate or any other similar security with any person in any manner, (d) has made any general solicitation by means of general advertising or in any other manner, (e) has taken any other action, that (in the case of each of subclauses (a) through (e) above) would constitute a distribution of the Certificates under the Securities Act of 1933, as amended (the “1933 Act”), or would render the disposition of any Certificate a violation of Section 5 of the 1933 Act or any state securities law or would require registration or qualification pursuant thereto. The Transferor will not act, nor has it authorized or will it authorize any person to act, in any manner set forth in the foregoing sentence with respect to any Certificate. The Transferor will not sell or otherwise transfer any of the Certificates, except in compliance with the provisions of that certain Pooling and Servicing Agreement, dated as of August 1, 2005, among Citigroup Mortgage Loan Trust Inc. as depositor, CitiMortgage, Inc. as trust administrator and master servicer, CitiBank, N.A. as paying agent, certificate registrar and authenticating agent and U.S. Bank National Association as Trustee (the “Pooling and Servicing Agreement”), pursuant to which Pooling and Servicing Agreement the Certificates were issued. Capitalized terms used but not defined herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. Very truly yours, [Transferor] By:_____________________________________ Name: Title: Re: Citigroup Mortgage Loan Trust Inc., Mortgage Pass-Through Certificates, Series 2005-4, Class ___, representing a ___% Percentage Interest Ladies and Gentlemen: In connection with the purchase from ______________________ (the “Transferor”) on the date hereof of the captioned trust certificates (the “Certificates”), _______________ (the “Transferee”) hereby certifies as follows: 1. The Transferee is a “qualified institutional buyer” as that term is defined in Rule 144A (“Rule 144A”) under the Securities Act of 1933 (the “1933 Act”) and has completed either of the forms of certification to that effect attached hereto as Annex 1 or Annex 2. The Transferee is aware that the sale to it is being made in reliance on Rule 144A. The Transferee is acquiring the Certificates for its own account or for the account of a qualified institutional buyer, and understands that such Certificate may be resold, pledged or transferred only (i) to a person reasonably believed to be a qualified institutional buyer that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A, or (ii) pursuant to another exemption from registration under the 1933 Act. 2. The Transferee has been furnished with all information regarding (a) the Certificates and distributions thereon, (b) the nature, performance and servicing of the Mortgage Loans, (c) the Pooling and Servicing Agreement referred to below, and (d) any credit enhancement mechanism associated with the Certificates, that it has requested. All capitalized terms used but not otherwise defined herein have the respective meanings assigned thereto in the Pooling and Servicing Agreement, dated as of August 1, 2005, 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, pursuant to which the Certificates were issued. [TRANSFEREE] By: ______________________________ Name: Title: The undersigned hereby certifies as follows to [name of Transferor] (the “Transferor”) and U.S. Bank National Association, as Trustee, with respect to the mortgage pass-through certificates (the “Certificates”) described in the Transferee Certificate to which this certification relates and to which this certification is an Annex: 1. As indicated below, the undersigned is the President, Chief Financial Officer, Senior Vice President or other executive officer of the entity purchasing the Certificates (the “Transferee”). 2. In connection with purchases by the Transferee, the Transferee is a “qualified institutional buyer” as that term is defined in Rule 144A under the Securities Act of 1933 (“Rule 144A”) because (i) the Transferee owned and/or invested on a discretionary basis $______________________[1] in securities (except for the excluded securities referred to below) as of the end of the Transferee's most recent fiscal year (such amount being calculated in accordance with Rule 144A) and (ii) the Transferee satisfies the criteria in the category marked below.

Leasehold Estates. With respect to each Mortgage Loan secured in whole or in part by the interest of the Mortgagor as a lessee under a ground lease of the related Mortgaged Property (a “Ground Lease”) and not be a fee interest in such Mortgaged Property: (i) The Mortgagor is the owner of a valid and subsisting interet interest as tenant under the Ground Lease; (ii) The Ground Lease is in full force and effect; (iii) The Mortgagor is not in default under any provision of the lease; (iv) The lessor under the Ground Lease is not in default under any of the terms or provisions thereof on the part of the lessor to be observed or performed; (v) The term of the Ground Lease exceeds the maturity date of the related Mortgage Loan by at least five(5) ten years; (vi) The Mortgagee Mortgagor under the Mortgage Loan is given at least 30 days’ notice of any default and an opportunity to cure any defaults under the Ground Lease or to take over the Mortgagor’s rights under the Ground Lease; (vii) The Ground Lease does not contain any default provisions that could give rise to forfeiture or termination of the Ground Lease except for the non-payment of the Ground Lease rents; (viii) The Ground Lease provides that the leasehold can be transferred, mortgaged and sublet an unlimited number of times either without restriction or on payment of a reasonable fee and delivery of reasonable documentation to the lessor; (ix) The Ground Lease or a memorandum thereof has been recorded and by its terms permits the leasehold estate to be mortgaged; and; (x) The execution, delivery and performance of the Mortgage do not require consent (other than those consents which have been obtained and are in full force and effect) under, and will not contravene any provision of or cause a default under, the Ground Lease.; and (xi) The Mortgagor has not commenced any action or given or received any notice for the purpose of terminating the Ground Lease; and

Leasehold Estates. With respect to each Mortgage Loan secured in whole or in part by the interest of the Mortgagor as a lessee under a ground lease of the related Mortgaged Property (a “Ground Lease”) and not be a fee interest in such Mortgaged Property: (i) The Mortgagor is the owner of a valid and subsisting interet as tenant under the Ground Lease; (ii) The Ground Lease is in full force and effect; (iii) The Mortgagor is not in default under any provision of the lease; (iv) The lessor under the Ground Lease is not in default under any of the terms or provisions thereof on the part of the lessor to be observed or performed; (v) The term of the Ground Lease exceeds the maturity date of the related Mortgage Loan by at least five(5five (5) years; (vi) The Mortgagee under the Mortgage Loan is given at least 30 days’ notice of any default and an opportunity to cure any defaults under the Ground Lease or to take over the Mortgagor’s rights under the Ground Lease; (vii) The Ground Lease does not contain any default provisions that could give rise to forfeiture or termination of the Ground Lease except for the non-payment of the Ground Lease rents; (viii) The Ground Lease provides that the leasehold can be transferred, mortgaged and sublet an unlimited number of times either without restriction or on payment of a reasonable fee and delivery of reasonable documentation to the lessor; (ix) The Ground Lease or a memorandum thereof has been recorded and by its terms permits the leasehold estate to be mortgaged; and (x) The execution, delivery and performance of the Mortgage do not require consent (other than those consents which have been obtained and are in full force and effect) under, and will not contravene any provision of or cause a default under, the Ground Lease.;