Citigroup Mortgage Loan Trust 2006-He3 Sample Contracts

CITIGROUP MORTGAGE LOAN TRUST INC. Depositor WELLS FARGO BANK, N.A. JPMORGAN CHASE BANK, NATIONAL ASSOCIATION OCWEN LOAN SERVICING, LLC COUNTRYWIDE HOME LOANS SERVICING LP Servicers CITIBANK, N.A. Trust Administrator and Trustee POOLING AND SERVICING...

Pooling and Servicing Agreement • January 24th, 2007 • Citigroup Mortgage Loan Trust 2006-He3 • Asset-backed securities • New York

• Contract Type
  Pooling and Servicing Agreement
• Filed
  January 24th, 2007
• Company
  Citigroup Mortgage Loan Trust 2006-He3
• Industry
  Asset-backed securities
• Jurisdiction
  New York

This Pooling and Servicing Agreement, is dated and effective as of December 1, 2006, among CITIGROUP MORTGAGE LOAN TRUST INC., as Depositor, WELLS FARGO BANK, N.A., JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, OCWEN LOAN SERVICING, LLC and COUNTRYWIDE HOME LOANS SERVICING LP as Servicers, CITIBANK, N.A., as Trust Administrator, and U.S. BANK NATIONAL ASSOCIATION, as Trustee.

CITIGROUP MORTGAGE LOAN TRUST INC. $492,491,000 (Approximate) Citigroup Mortgage Loan Trust Inc. Asset-Backed Pass-Through Certificates, Series 2006-HE3 UNDERWRITING AGREEMENT

Underwriting Agreement • January 24th, 2007 • Citigroup Mortgage Loan Trust 2006-He3 • Asset-backed securities • New York

• Contract Type
  Underwriting Agreement
• Filed
  January 24th, 2007
• Company
  Citigroup Mortgage Loan Trust 2006-He3
• Industry
  Asset-backed securities
• Jurisdiction
  New York

Citigroup Mortgage Loan Trust Inc. (the “Company”), a Delaware corporation, proposes to issue Citigroup Mortgage Loan Trust 2006-HE3, Asset-Backed Pass-Through Certificates, Series 2006-HE3 (the “Certificates”), under a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of December 1, 2006, among the Company, JPMorgan Chase Bank, National Association, Ocwen Loan Servicing, LLC, Countrywide Home Loans Servicing LP and Wells Fargo Bank, N.A. (the “Servicers”), Citibank, N.A. (the “Trust Administrator”) and U.S. Bank National Association (the “Trustee”), and proposes to sell the Registered Certificates (as defined below) to the underwriter named in Schedule II hereto (the “Underwriter”). If the firm or firms listed in Schedule II hereto include only Citigroup Global Markets Inc., then the terms “Underwriters” and “Representative,” as used herein, shall each be deemed to refer to Citigroup Global Markets Inc. The Certificates are designated as (i) the Class A