CITIGROUP MORTGAGE LOAN TRUST INC. Depositor CITIMORTGAGE, INC. Master Servicer and Trust Administrator CITIBANK, N.A. Paying Agent, Certificate Registrar and Authenticating Agent and Trustee POOLING AND SERVICING AGREEMENT Dated as of December 1,...

CITIGROUP MORTGAGE LOAN TRUST INC.

Depositor

CITIMORTGAGE, INC.

Master Servicer and Trust Administrator

CITIBANK, N.A.

Paying Agent, Certificate Registrar and Authenticating Agent

and

U.S. BANK NATIONAL ASSOCIATION

Trustee

_________________________________________

POOLING AND SERVICING AGREEMENT

Dated as of December 1, 2005

_________________________________________

Mortgage Pass-Through Certificates

Series 2005-10

TABLE OF CONTENTS

ARTICLE I

DEFINITIONS

SECTION 1.01	Defined Terms.
SECTION 1.02	Allocation of Certain Interest Shortfalls.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES
SECTION 2.01	Conveyance of Mortgage Loans.
SECTION 2.02	Acceptance of the Trust Fund by the Trustee.
SECTION 2.03	Repurchase or Substitution of Mortgage Loans by the Seller or the Depositor.
SECTION 2.04	Reserved.
SECTION 2.05	Representations, Warranties and Covenants of the Master Servicer.
SECTION 2.06	Issuance of the Certificates.
SECTION 2.07	Conveyance of the REMIC Regular Interests; Acceptance of the Trust REMICs by the Trustee.
ARTICLE III
ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS
SECTION 3.01	Master Servicer to Act as Master Servicer.
SECTION 3.02	Sub-Servicing Agreements Between the Master Servicer and Sub-Servicers.
SECTION 3.03	Successor Sub-Servicers.
SECTION 3.04	Liability of the Master Servicer.
SECTION 3.05	No Contractual Relationship Between Sub-Servicers and Trustee, Trust Administrator or Certificateholders.
SECTION 3.06	Assumption or Termination of Sub-Servicing Agreements by Trustee.
SECTION 3.07	Collection of Certain Mortgage Loan Payments.
SECTION 3.08	Sub-Servicing Accounts.
SECTION 3.09	Collection of Taxes, Assessments and Similar Items; Servicing Accounts.
SECTION 3.10	Collection Account and Distribution Account.
SECTION 3.11	Withdrawals from the Collection Account and Distribution Account.
SECTION 3.12	Investment of Funds in the Collection Account and the Distribution Account.
SECTION 3.13	Maintenance of the Primary Mortgage Insurance Policies; Collections Thereunder.
SECTION 3.14	Maintenance of Hazard Insurance and Errors and Omissions and Fidelity Coverage.
SECTION 3.15	Enforcement of Due-On-Sale Clauses; Assumption Agreements.
SECTION 3.16	Realization Upon Defaulted Mortgage Loans.
SECTION 3.17	Trustee to Cooperate; Release of Mortgage Files.
SECTION 3.18	Servicing Compensation.
SECTION 3.19	Reports to the Trust Administrator; Collection Account Statements.
SECTION 3.20	Statement as to Compliance.
SECTION 3.21	Independent Public Accountants’ Servicing Report.
SECTION 3.22	Access to Certain Documentation.
SECTION 3.23	Title, Management and Disposition of REO Property.
SECTION 3.24	Obligations of the Master Servicer in Respect of Prepayment Interest Shortfalls.
SECTION 3.25	Obligations of the Master Servicer in Respect of Monthly Payments.
ARTICLE IV PAYMENTS TO CERTIFICATEHOLDERS
SECTION 4.01	Distributions.
SECTION 4.02	Statements to Certificateholders.
SECTION 4.03	Remittance Reports; P&I Advances.
SECTION 4.04	Allocation of Extraordinary Trust Fund Expenses and Realized Losses.
SECTION 4.05	Compliance with Withholding Requirements.
SECTION 4.06	Commission Reporting.
SECTION 4.07	Distributions and Allocations of Realized Losses on the REMIC Regular Interests.
ARTICLE V THE CERTIFICATES
SECTION 5.01	The Certificates.
SECTION 5.02	Registration of Transfer and Exchange of Certificates.
SECTION 5.03	Mutilated, Destroyed, Lost or Stolen Certificates.
SECTION 5.04	Persons Deemed Owners.
SECTION 5.05	Certain Available Information.
ARTICLE VI THE DEPOSITOR AND THE MASTER SERVICER
SECTION 6.01	Liability of the Depositor and the Master Servicer.
SECTION 6.02	Merger or Consolidation of the Depositor or the Master Servicer.
SECTION 6.03	Limitation on Liability of the Depositor, the Master Servicer and Others.
SECTION 6.04	Limitation on Resignation of the Master Servicer.
SECTION 6.05	Rights of the Depositor in Respect of the Master Servicer.
ARTICLE VII DEFAULT
SECTION 7.01	Master Servicer Events of Default.
SECTION 7.02	Trustee to Act; Appointment of Successor.
SECTION 7.03	Notification to Certificateholders.
SECTION 7.04	Waiver of Master Servicer Events of Default.
ARTICLE VIII CONCERNING THE TRUSTEE, THE TRUST ADMINISTRATOR, THE PAYING AGENT, THE CERTIFICATE REGISTRAR AND THE AUTHENTICATING AGENT
SECTION 8.01	Duties of Trustee, Trust Administrator and Others.
SECTION 8.02	Certain Matters Affecting the Trustee, the Trust Administrator and Others.
SECTION 8.03	Trustee, Trust Administrator and Others not Liable for Certificates or Mortgage Loans.
SECTION 8.04	Trustee, Trust Administrator and Others May Own Certificates.
SECTION 8.05	Trustee’s, Trust Administrator’s, Paying Agent’s, Authenticating Agent’s, Certificate Registrar’s and Custodians’ Fees and Expenses.
SECTION 8.06	Eligibility Requirements for Trustee and Trust Administrator.
SECTION 8.07	Resignation and Removal of the Trustee and the Trust Administrator.
SECTION 8.08	Successor Trustee or Trust Administrator.
SECTION 8.09	Merger or Consolidation of Trustee or Trust Administrator.
SECTION 8.10	Appointment of Co-Trustee or Separate Trustee.
SECTION 8.11	[intentionally omitted]
SECTION 8.12	Appointment of Office or Agency.
SECTION 8.13	Representations and Warranties.
SECTION 8.14	Appointment and Removal of Paying Agent, Authenticating Agent and Certificate Registrar.
SECTION 8.15	No Trustee Liability for Actions or Inactions of Custodians.
ARTICLE IX TERMINATION
SECTION 9.01	Termination Upon Repurchase or Liquidation of the Mortgage Loans.
SECTION 9.02	Additional Termination Requirements.
ARTICLE X REMIC PROVISIONS
SECTION 10.01	REMIC Administration.
SECTION 10.02	Prohibited Transactions and Activities.
SECTION 10.03	Master Servicer and Trust Administrator Indemnification.
ARTICLE XI MISCELLANEOUS PROVISIONS
SECTION 11.01	Amendment.
SECTION 11.02	Recordation of Agreement; Counterparts.
SECTION 11.03	Limitation on Rights of Certificateholders.
SECTION 11.04	Governing Law.
SECTION 11.05	Notices.
SECTION 11.06	Severability of Provisions.
SECTION 11.07	Notice to Rating Agencies.
SECTION 11.08	Article and Section References.
SECTION 11.09	Grant of Security Interest.
Exhibits
Exhibit A-1	Form of Class I-A1A Certificate
Exhibit A-2	Form of Class I-A2A Certificate
Exhibit A-3	Form of Class I-A12B Certificate
Exhibit A-4	Form of Class I-A3A Certificate
Exhibit A-5	Form of Class I-A4A Certificate
Exhibit A-6	Form of Class I-A34B Certificate
Exhibit A-7	Form of Class I-A5A Certificate
Exhibit A-8	Form of Class I-A5B Certificate
Exhibit A-9	Form of Class I-B1 Certificate
Exhibit A-10	Form of Class I-B2 Certificate
Exhibit A-11	Form of Class I-B3 Certificate
Exhibit A-12	Form of Class I-B4 Certificate
Exhibit A-13	Form of Class I-B5 Certificate
Exhibit A-14	Form of Class I-B6 Certificate
Exhibit A-15	Form of Class I-P Certificate
Exhibit A-16	Form of Class I-R Certificate
Exhibit A-17	Form of Class II-A1 Certificate
Exhibit A-18	Form of Class II-A2 Certificate
Exhibit A-19	Form of Class II-B1 Certificate
Exhibit A-20	Form of Class II-B2 Certificate
Exhibit A-21	Form of Class II-B3 Certificate
Exhibit A-22	Form of Class II-B4 Certificate
Exhibit A-23	Form of Class II-B5 Certificate
Exhibit A-24	Form of Class II-B6 Certificate
Exhibit A-25	Form of Class II-R Certificate
Exhibit B	[Reserved]
Exhibit C	[Reserved]
Exhibit D	Form of Mortgage Loan Purchase Agreement
Exhibit E	Request for Release
Exhibit F-1	Form of Transferor Representation Letter and Form of Transferee Representation Letter in Connection with Transfer of the Private Certificates Pursuant to Rule 144A Under the 1933 Act
Exhibit F-2	Form of Transfer Affidavit and Agreement and Form of Transferor Affidavit in Connection with Transfer of Residual Certificates
Exhibit G	Form of Certification with respect to ERISA and the Code
Exhibit H	Form of Master Servicer Certification
Schedule 1	Mortgage Loan Schedule

This Pooling and Servicing Agreement, is dated and effective as of December 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.

PRELIMINARY STATEMENT:

The Depositor intends to sell pass-through certificates to be issued hereunder in multiple classes, which in the aggregate will evidence the entire beneficial ownership interest in each REMIC (as defined herein) created hereunder. The Trust Fund will consist of a segregated pool of assets comprised of the Mortgage Loans and certain other related assets subject to this Agreement.

REMIC I-A

As provided herein, the Trust Administrator will elect to treat the segregated pool of assets consisting of the Group I Mortgage Loans and certain other related assets 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 I-A”. The Class R-IA Residual Interest will be the sole class of “residual interests” in REMIC I-A for purposes of the REMIC Provisions (as defined herein). The following table irrevocably sets forth the designation, the REMIC I-A 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 I-A Regular Interests (as defined herein). None of the REMIC I-A Regular Interests will be certificated.

Designation		REMIC I-A Remittance Rate			Initial Uncertificated Balance						Latest Possible Maturity Date(1)
LT-1A			(2	)				$	80,959.01			December 2035
LT-1B			(2	)				$	1,124,440.21			December 2035
LT-2A			(2	)				$	51,805.26			December 2035
LT-2B			(2	)				$	719,515.46			December 2035
LT-3A			(2	)				$	126,630.29			December 2035
LT-3B			(2	)				$	1,758,680.49			December 2035
LT-4A			(2	)				$	64,053.04			December 2035
LT-4B			(2	)				$	889,693.24			December 2035
LT-5A			(2	)				$	78,429.78			December 2035
LT-5B			(2	)				$	1,089,339.98			December 2035
LT-ZZZ			(2	)				$	552,183,292.00			December 0000
XX-X			0.00	%				$	100.00			December 2035

(1) For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date immediately following the maturity date for the Group I Mortgage Loan with the latest maturity date has been designated as the “latest possible maturity date” for each REMIC I-A Regular Interest.

(2) Calculated in accordance with the definition of “REMIC I-A Remittance Rate” herein.

REMIC I-B

As provided herein, the Trust Administrator will elect to treat the segregated pool of assets consisting of the REMIC I-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 I-B”. The Class R-IB Residual Interest will be the sole class of “residual interests” in REMIC I-B 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 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 that evidence “regular interests” or “residual interests” in REMIC I-B.

Designation		Pass-Through Rate(2)			Initial Aggregate Certificate Principal Balance						Latest Possible Maturity Date(1)
Class I-A1A			Variable					$	96,252,000.00			December 2035
Class I-A2A			Variable					$	61,590,000.00			December 2035
Class I-A12B1 Interest			Variable					$	8,096,000.00			December 2035
Class I-A12B2 Interest			Variable					$	5,181,000.00			December 2035
Class I-A3A			Variable					$	150,542,000.00			December 2035
Class I-A4A			Variable					$	76,159,000.00			December 2035
Class I-A34B1 Interest			Variable					$	12,663,000.00			December 2035
Class I-A34B2 Interest			Variable					$	6,405,000.00			December 2035
Class I-A5A			Variable					$	93,248,000.00			December 2035
Class I-A5B			Variable					$	7,843,000.00			December 2035
Class I-B1			Variable					$	16,745,000.00			December 2035
Class I-B2			Variable					$	8,093,000.00			December 2035
Class I-B3			Variable					$	4,744,000.00			December 2035
Class I-B4			Variable					$	4,465,000.00			December 2035
Class I-B5			Variable					$	3,628,000.00			December 2035
Class I-B6			Variable					$	2,512,738.00			December 2035
Class I-P			(3	)				$	100.00			December 2035
Class I-R			Variable					$	100.77			December 2035

(1) For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date immediately following the maturity date for the Group I Mortgage Loan with the latest maturity date has been designated as the “latest possible maturity date” for each Class of Certificates.

(2) Calculated in accordance with the definition of “Pass-Through Rate” herein.

(3) The Class I-P Certificates are principal only certificates and will not have a pass-through rate or accrue interest.

(4) The Class I-A12B1 Interest and the Class I-A12B2 Interest shall be uncertificated. The Class I-A12B Certificate shall represent ownership of the Class I-A12B1 Interest and the Class I-A12B2 Interest, and the Initial Certificate Principal Balance of the Class I-A12B Certificate shall equal $13,277,000.00, which is the sum of the initial uncertificated balances of the Class I-A12B1 Interest and the Class I-A12B2 Interest.

(5) The Class I-A34B1 Interest and the Class I-A34B2 Interest shall be uncertificated. The Class I-A34B Certificate shall represent ownership of the Class I-A34B1 Interest and the Class I-A34B2 Interest, and the Initial Certificate Principal Balance of the Class I-A34B Certificate shall equal $19,068,000.00, which is the sum of the initial uncertificated balances of the Class I-A12B1 Interest and the Class I-A12B2 Interest.

REMIC II

As provided herein, the Trust Administrator will elect to treat the segregated pool of assets consisting of the Group II Mortgage Loans and certain other related assets 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”. The Class II-R Certificates will be the sole class of “residual interests” in REMIC II for purposes of the REMIC Provisions (as defined herein). The following table irrevocably sets forth the designation, the Pass-Through Rate, the Initial Certificate 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 that evidence “regular interests” or “residual interests” in REMIC II.

Designation Pass-Through Rate Initial Aggregate Certificate Balance Latest Possible Maturity Date⁽¹⁾

Class II-A1		Variable(2)		$	17,742,000.00		December 2035
Class II-A2		Variable(2)		$	74,616,000.00		December 2035
Class II-B1		Variable(2)		$	515,000.00		December 2035
Class II-B2		Variable(2)		$	234,000.00		December 2035
Class II-B3		Variable(2)		$	234,000.00		December 2035
Class II-B4		Variable(2)		$	94,000.00		December 2035
Class II-B5		Variable(2)		$	141,000.00		December 2035
Class II-B6		Variable(2)		$	93,116.00		December 2035
Class II-R		Variable(2)		$	100.13		December 2035

(1) For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date immediately following the maturity date for the Group II Mortgage Loan with the latest maturity date has been designated as the “latest possible maturity date” for each Class of Certificates.

(2) Calculated in accordance with the definition of “Pass-Through Rate” herein.

As of the Cut-off Date, the Group I Mortgage Loans had an aggregate Scheduled Principal Balance equal to $ 558,166,938.77. As of the Cut-off Date, the Group I-1 Mortgage Loans had an aggregate Scheduled Principal Balance equal to $112,444,021.49. As of the Cut-off Date, the Group I-2 Mortgage Loans had an aggregate Scheduled Principal Balance equal to $71,951,546.26. As of the Cut-off Date, the Group I-3 Mortgage Loans had an aggregate Scheduled Principal Balance equal to $175,868,049.27. As of the Cut-off Date, the Group I-4 Mortgage Loans had an aggregate Scheduled Principal Balance equal to $88,969,323.80. As of the Cut-off Date, the Group I-5 Mortgage Loans had an aggregate Scheduled Principal Balance equal to $108,933,997.95. As of the Cut-off Date, the Group II Mortgage Loans had an aggregate Scheduled Principal Balance equal to $93,669,216.13.

In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Trust Administrator, the Paying Agent, the Authenticating Agent, the Certificate Registrar and the Trustee agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.01 Defined Terms.

Whenever used in this Agreement, including, without limitation, in the Preliminary Statement hereto, the following words and phrases, unless the context otherwise requires, shall have the meanings specified in this Article. Unless otherwise specified, all calculations described herein shall be made on the basis of a 360-day year consisting of twelve 30-day months.

“Adjustable-Rate Mortgage Loan”: Each Group I Mortgage Loan.

“Adjustment Amount”: With respect to each Collateral Pool and each anniversary of the Cut-off Date, an amount equal to the greatest of (i) 1.00% multiplied by the aggregate outstanding principal balance of the related Mortgage Loans, (ii) the aggregate outstanding principal balance of the related Mortgage Loans secured by Mortgaged Properties located in the California postal zip code area in which the highest percentage of related Mortgage Loans based on outstanding principal balance are located and (iii) two times the outstanding principal balance of the related Mortgage Loan having the largest outstanding principal balance, in each case as of such anniversary of the Cut-off Date.

“Adjustment Date”: With respect to each Adjustable-Rate Mortgage Loan, the first day of the month in which the Mortgage Rate of a Mortgage Loan changes pursuant to the related Mortgage Note. The first Adjustment Date following the Cut-off Date as to each Mortgage Loan is set forth in the Mortgage Loan Schedule.

“Administration Fee”: With respect to each Mortgage Loan and for any calendar month, an amount equal to one month’s interest (or in the event of any payment of interest which accompanies a Principal Prepayment in full made by the Mortgagor during such calendar month, interest for the number of days covered by such payment of interest) at the applicable Administration Fee Rate on the same principal amount on which interest on such Mortgage Loan accrues for such calendar month.

“Administration Fee Rate”: With respect to the Group I Mortgage Loans, 0.0025% per annum. With respect to the Group II Mortgage Loans, 0.0025% per annum.

“Affiliate”: With respect to any specified Person, any other Person controlling or controlled by or under common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Aggregate Senior Percentage”: With respect to any Distribution Date and the Group I Senior Certificates, the lesser of (a) 100% and (b) a fraction, expressed as a percentage, the numerator of which is the aggregate Certificate Principal Balance of the Group I Senior Certificates for such Distribution Date and the denominator of which is the sum of (i) the aggregate Scheduled Principal Balance of the Group I Mortgage Loans, plus (ii) the aggregate Scheduled Principal Balance of the REO Properties in Collateral Pool I, in each case before reduction for any Realized Losses on such Distribution Date.

“Aggregate Subordinate Percentage”: With respect to any Distribution Date and Collateral Pool I, the percentage equal to the aggregate Certificate Principal Balance of the related Subordinate Certificates immediately prior to such Distribution Date divided by the aggregate Scheduled Principal Balance of all of the related Mortgage Loans as of the close of business on the first day of the calendar month immediately preceding such Distribution Date.

“Agreement”: This Pooling and Servicing Agreement and all amendments hereof and supplements hereto.

“Assignment”: An assignment of Mortgage, notice of transfer or equivalent instrument, in recordable form, which is sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect of record the sale of the Mortgage.

“Available Distribution Amount”: With respect to any Loan Group within Collateral Pool I, the related Group I Available Distribution Amount. With respect to Collateral Pool II, the Group II Available Distribution Amount.

“Authenticating Agent”: Citibank, or its successor in interest, or any successor authenticating agent appointed as herein provided.

“Bankruptcy Amount”: As of any date of determination, with respect to Collateral Pool I, an amount equal to the excess, if any, of (A) $269,680 over (B) the aggregate amount of Bankruptcy Losses allocated solely to the related Subordinate Certificates in accordance with Section 4.04. As of any date of determination, with respect to Collateral Pool II, an amount equal to the excess, if any, of (A) $50,000 over (B) the aggregate amount of Bankruptcy Losses allocated solely to the related Subordinate Certificates in accordance with Section 4.04.

“Bankruptcy Code”: The Bankruptcy Reform Act of 1978 (Title 11 of the United States Code), as amended.

“Bankruptcy Loss”: With respect to any Mortgage Loan, a Realized Loss resulting from a Deficient Valuation or Debt Service Reduction.

“Book-Entry Certificate”: Any Certificate registered in the name of the Depository or its nominee. Initially, the Book-Entry Certificates will be all Classes of the Certificates other than the Residual Certificates and the Class I-P Certificates.

“Book-Entry Custodian”: The custodian appointed pursuant to Section 5.01.

“Business Day”: Any day other than a Saturday, a Sunday or a day on which banking or savings and loan institutions in the State of New York, each state in which any Initial Sub-Servicer conducts its business, the State of Missouri, the State of Texas, the city in which the Corporate Trust Office of the Trustee or the Corporate Trust Office of the Paying Agent is located are authorized or obligated by law or executive order to be closed.

“Cash-out Refinancing”: A Refinanced Mortgage Loan the proceeds of which were in excess of the principal balance of any existing first mortgage on the related Mortgaged Property and related closing costs, and were used to pay any such existing first mortgage, related closing costs and subordinate mortgages on the related Mortgaged Property.

“Certificate”: Any one of the Citigroup Mortgage Loan Trust Inc., Mortgage Pass-Through Certificates, Series 2005-10, issued under this Agreement.

“Certificate Factor”: With respect to any Class of Certificates as of any Distribution Date, a fraction, expressed as a decimal carried to six places, the numerator of which is the aggregate Certificate Principal Balance of such Class of Certificates on such Distribution Date (after giving effect to any distributions of principal and allocations of Realized Losses and Extraordinary Trust Fund Expenses in reduction of the Certificate Principal Balance of such Class of Certificates to be made on such Distribution Date), and the denominator of which is the initial aggregate Certificate Principal Balance of such Class of Certificates as of the Closing Date.

“Certificateholder” or “Holder”: The Person in whose name a Certificate is registered in the Certificate Register, except that a Disqualified Organization or a Non-United States Person shall not be a Holder of a Residual Certificate for any purposes hereof and, solely for the purposes of giving any consent pursuant to this Agreement, any Certificate registered in the name of the Depositor or the Master Servicer or any Affiliate thereof shall be deemed not to be outstanding and the Voting Rights to which it is entitled shall not be taken into account in determining whether the requisite percentage of Voting Rights necessary to effect any such consent has been obtained, except as otherwise provided in Section 11.01. The Trustee and the Trust Administrator may conclusively rely upon a certificate of the Depositor or the Master Servicer in determining whether a Certificate is held by an Affiliate thereof. All references herein to “Holders” or “Certificateholders” shall reflect the rights of Certificate Owners as they may indirectly exercise such rights through the Depository and participating members thereof, except as otherwise specified herein; provided, however, that the Trustee and the Trust Administrator shall be required to recognize as a “Holder” or “Certificateholder” only the Person in whose name a Certificate is registered in the Certificate Register.

“Certificate Owner”: With respect to a Book-Entry Certificate, the Person who is the beneficial owner of such Certificate as reflected on the books of the Depository or on the books of a Depository Participant or on the books of an indirect participating brokerage firm for which a Depository Participant acts as agent.

“Certificate Principal Balance”: With respect to any Certificate as of any date of determination, the Certificate Principal Balance of such Certificate on the Distribution Date immediately prior to such date of determination plus any Subsequent Recoveries added to the Certificate Principal Balance of such Certificate pursuant to Section 4.01, reduced by the aggregate of (a) all distributions of principal made thereon on such immediately prior Distribution Date and (b) without duplication of amounts described in clause (a) above, reductions in the Certificate Principal Balance thereof in connection with allocations thereto of Realized Losses on the Mortgage Loans and Extraordinary Trust Fund Expenses on such immediately prior Distribution Date (or, in the case of any date of determination up to and including the initial Distribution Date, the initial Certificate Principal Balance of such Certificate, as stated on the face thereof). The Certificate Principal Balance of any Class of Certificates as of any date of determination is equal to the aggregate of the Certificate Principal Balances of the Certificates of such Class. Notwithstanding any of the foregoing, the Certificate Principal Balance of a Subordinate Certificate of the Class of Subordinate Certificates relating to a Collateral Pool outstanding with the highest numerical designation at any given time shall not be greater than the Percentage Interest evidenced by such Certificate multiplied by the excess, if any, of (A) the then aggregate Stated Principal Balance of the Mortgage Loans in such related Collateral Pool over (B) the then aggregate Certificate Principal Balances of all other Classes of Certificates relating to that Collateral Pool then outstanding.

References herein to the “Certificate Principal Balance of the related Senior Support Certificates or Component Principal Balance of the related Senior Support Component, as applicable” shall mean, with respect to the Group I-1 Mortgage Loans, the Component Principal Balance of the I-A1B Component; with respect to the Group I-2 Mortgage Loans, the Component Principal Balance of the I-A2B Component; with respect to the Group I-3 Mortgage Loans, the Component Principal Balance of the I-A3B Component; with respect to the Group I-4 Mortgage Loans, the Component Principal Balance of the I-A4B Component; and with respect to the Group I-5 Mortgage Loans, the Certificate Principal Balance of the Class I-A5B Certificates.

“Certificate Register”: The register maintained pursuant to Section 5.02.

“Certificate Registrar”: Citibank, or its successor in interest, or any successor certificate registrar appointed as herein provided.

“Citibank”: Citibank, N.A.

“CitiMortgage”: CitiMortgage, Inc. in its capacity as an Initial Sub-Servicer with respect to the CitiMortgage Mortgage Loans.

“CitiMortgage Mortgage Loans”: The Mortgage Loans originated by CitiMortgage and with respect to which CitiMortgage is the applicable Initial Sub-Servicer.

“Class”: Collectively, all of the Certificates bearing the same class designation.

“Class I-A1A Certificate”: Any one of the Class I-A1A Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-1 and evidencing a Regular Interest in REMIC I-B for purposes of the REMIC Provisions.

“Class I-A2A Certificate”: Any one of the Class I-A2A Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-2 and evidencing a Regular Interest in REMIC I-B for purposes of the REMIC Provisions.

“Class I-A12B Certificate”: Any one of the Class I-A12B Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-3 and evidencing ownership the Class I-A12B1 Interest and the Class I-A12B2 Interest.

“Class I-A3A Certificate”: Any one of the Class I-A3A Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-4 and evidencing a Regular Interest in REMIC I-B for purposes of the REMIC Provisions.

“Class I-A4A Certificate”: Any one of the Class I-A4A Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-5 and evidencing a Regular Interest in REMIC I-B for purposes of the REMIC Provisions.

“Class I-A34B Certificate”: Any one of the Class I-A34B Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-6 and and evidencing ownership the Class I-A34B1 Interest and the Class I-A34B2 Interest.

“Class I-A5A Certificate”: Any one of the Class I-A5A Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-7 and evidencing a Regular Interest in REMIC I-B for purposes of the REMIC Provisions.

“Class I-A5B Certificate”: Any one of the Class I-A5B Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-8 and evidencing a Regular Interest in REMIC I-B for purposes of the REMIC Provisions.

“Class I-B1 Certificate”: Any one of the Class I-B1 Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-9 and evidencing a Regular Interest in REMIC I-B for purposes of the REMIC Provisions.

“Class I-B1 Percentage”: With respect to any Distribution Date, a fraction, expressed as a percentage, the numerator of which is the excess, if any, of the aggregate Certificate Principal Balance of the Class I-B1 Certificates immediately prior to such date over the aggregate amount, if any, payable to the Holders of the Class I-B1 Certificates on such date pursuant to Section 4.01(b)(i)(Z), and the denominator of which is the aggregate of the Scheduled Principal Balance of the Group I Subordinate Certificates immediately prior to such date.

“Class I-B2 Certificate”: Any one of the Class I-B2 Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-10 and evidencing a Regular Interest in REMIC I-B for purposes of the REMIC Provisions.

“Class I-B2 Percentage”: With respect to any Distribution Date, a fraction, expressed as a percentage, the numerator of which is the excess, if any, of the aggregate Certificate Principal Balance of the Class I-B2 Certificates immediately prior to such date over the aggregate amount, if any, payable to the Holders of the Class I-B2 Certificates on such date pursuant to Section 4.01(b)(i)(Z), and the denominator of which is the aggregate of the Scheduled Principal Balance of the Group I Subordinate Certificates immediately prior to such date.

“Class I-B3 Certificate”: Any one of the Class I-B3 Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-11 and evidencing a Regular Interest in REMIC I-B for purposes of the REMIC Provisions.

“Class I-B3 Percentage”: With respect to any Distribution Date, a fraction, expressed as a percentage, the numerator of which is the excess, if any, of the aggregate Certificate Principal Balance of the Class I-B3 Certificates immediately prior to such date over the aggregate amount, if any, payable to the Holders of the Class I-B3 Certificates on such date pursuant to Section 4.01(b)(i)(Z), and the denominator of which is the aggregate of the Scheduled Principal Balance of the Group I Subordinate Certificates immediately prior to such date.

“Class I-B4 Certificate”: Any one of the Class I-B4 Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-12 and evidencing a Regular Interest in REMIC I-B for purposes of the REMIC Provisions.

“Class I-B4 Percentage”: With respect to any Distribution Date, a fraction, expressed as a percentage, the numerator of which is the excess, if any, of the aggregate Certificate Principal Balance of the Class I-B4 Certificates immediately prior to such date over the aggregate amount, if any, payable to the Holders of the Class I-B4 Certificates on such date pursuant to Section 4.01(b)(i)(Z), and the denominator of which is the aggregate of the Scheduled Principal Balance of the Group I Subordinate Certificates immediately prior to such date.

“Class I-B5 Certificate”: Any one of the Class I-B5 Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-13 and evidencing a Regular Interest in REMIC I-B for purposes of the REMIC Provisions.

“Class I-B5 Percentage”: With respect to any Distribution Date, a fraction, expressed as a percentage, the numerator of which is the excess, if any, of the aggregate Certificate Principal Balance of the Class I-B5 Certificates immediately prior to such date over the aggregate amount, if any, payable to the Holders of the Class I-B5 Certificates on such date pursuant to Section 4.01(b)(i)(Z), and the denominator of which is the aggregate of the Scheduled Principal Balance of the Group I Subordinate Certificates immediately prior to such date.

“Class I-B6 Certificate”: Any one of the Class I-B6 Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-14 and evidencing a Regular Interest in REMIC I-B for purposes of the REMIC Provisions.

“Class I-B6 Percentage”: With respect to any Distribution Date, a fraction, expressed as a percentage, the numerator of which is the excess, if any, of the aggregate Certificate Principal Balance of the Class I-B6 Certificates immediately prior to such date over the aggregate amount, if any, payable to the Holders of the Class I-B6 Certificates on such date pursuant to Section 4.01(b)(i)(Z), and the denominator of which is the aggregate of the Scheduled Principal Balance of the Group I Subordinate Certificates immediately prior to such date.

Class I-P Certificate”: Any one of the Class I-P Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-15 and evidencing a Regular Interest in REMIC I-B for purposes of the REMIC Provisions.

“Class I-R Certificate”: Any one of the Class I-R Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-16 and evidencing ownership of the Class R-IA Residual Interest and the Class R-IB Residual Interest.

“Class II-A1 Certificate”: Any one of the Class II-A1 Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-17 and evidencing a Regular Interest in REMIC II for purposes of the REMIC Provisions.

“Class II-A2 Certificate”: Any one of the Class II-A2 Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-18 and evidencing a Regular Interest in REMIC II for purposes of the REMIC Provisions.

“Class II-B1 Certificate”: Any one of the Class II-B1 Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-19 and evidencing a Regular Interest in REMIC II for purposes of the REMIC Provisions.

“Class II-B1 Percentage”: With respect to any Distribution Date, a fraction, expressed as a percentage, the numerator of which is the excess, if any, of the aggregate Certificate Principal Balance of the Class II-B1 Certificates immediately prior to such date over the aggregate amount, if any, payable to the Holders of the Class II-B1 Certificates on such date pursuant to Section 4.01(b)(i)(Z), and the denominator of which is the aggregate of the Scheduled Principal Balance of the Group II Subordinate Certificates immediately prior to such date.

“Class II-B2 Certificate”: Any one of the Class II-B2 Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-20 and evidencing a Regular Interest in REMIC II for purposes of the REMIC Provisions.

“Class II-B2 Percentage”: With respect to any Distribution Date, a fraction, expressed as a percentage, the numerator of which is the excess, if any, of the aggregate Certificate Principal Balance of the Class II-B2 Certificates immediately prior to such date over the aggregate amount, if any, payable to the Holders of the Class II-B2 Certificates on such date pursuant to Section 4.01(b)(i)(Z), and the denominator of which is the aggregate of the Scheduled Principal Balance of the Group II Subordinate Certificates immediately prior to such date.

“Class II-B3 Certificate”: Any one of the Class II-B3 Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-21 and evidencing a Regular Interest in REMIC II for purposes of the REMIC Provisions.

“Class II-B3 Percentage”: With respect to any Distribution Date, a fraction, expressed as a percentage, the numerator of which is the excess, if any, of the aggregate Certificate Principal Balance of the Class II-B3 Certificates immediately prior to such date over the aggregate amount, if any, payable to the Holders of the Class II-B3 Certificates on such date pursuant to Section 4.01(b)(i)(Z), and the denominator of which is the aggregate of the Scheduled Principal Balance of the Group II Subordinate Certificates immediately prior to such date.

“Class II-B4 Certificate”: Any one of the Class II-B4 Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-22 and evidencing a Regular Interest in REMIC II for purposes of the REMIC Provisions.

“Class II-B4 Percentage”: With respect to any Distribution Date, a fraction, expressed as a percentage, the numerator of which is the excess, if any, of the aggregate Certificate Principal Balance of the Class II-B4 Certificates immediately prior to such date over the aggregate amount, if any, payable to the Holders of the Class II-B4 Certificates on such date pursuant to Section 4.01(b)(i)(Z), and the denominator of which is the aggregate of the Scheduled Principal Balance of the Group II Subordinate Certificates immediately prior to such date.

“Class II-B5 Certificate”: Any one of the Class II-B5 Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-23 and evidencing a Regular Interest in REMIC II for purposes of the REMIC Provisions.

“Class II-B5 Percentage”: With respect to any Distribution Date, a fraction, expressed as a percentage, the numerator of which is the excess, if any, of the aggregate Certificate Principal Balance of the Class II-B5 Certificates immediately prior to such date over the aggregate amount, if any, payable to the Holders of the Class II-B5 Certificates on such date pursuant to Section 4.01(b)(i)(Z), and the denominator of which is the aggregate of the Scheduled Principal Balance of the Group II Subordinate Certificates immediately prior to such date.

“Class II-B6 Certificate”: Any one of the Class II-B6 Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-24 and evidencing a Regular Interest in REMIC II for purposes of the REMIC Provisions.

“Class II-B6 Percentage”: With respect to any Distribution Date, a fraction, expressed as a percentage, the numerator of which is the excess, if any, of the aggregate Certificate Principal Balance of the Class II-B6 Certificates immediately prior to such date over the aggregate amount, if any, payable to the Holders of the Class II-B6 Certificates on such date pursuant to Section 4.01(b)(i)(Z), and the denominator of which is the aggregate of the Scheduled Principal Balance of the Group II Subordinate Certificates immediately prior to such date.

“Class II-R Certificate”: Any one of the Class II-R Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-25 and evidencing the sole class of “residual interests” in REMIC II for purposes of the REMIC Provisions.

“Class A Principal Adjustment Amount”: With respect to Collateral Pool I, as to any Distribution Date and any Loan Group, if the Certificate Principal Balance of the related Super Senior Certificates and the Certificate Principal Balance of the related Senior Support Certificates or Component Principal Balance of the related Senior Support Component, as applicable, related to a Loan Group have been reduced to zero, any remaining Principal Prepayments, Liquidation Proceeds or other unscheduled payments of principal collected in respect of the related Mortgage Loans in such Loan Group (and, with respect to any Distribution Date on which the aggregate Certificate Principal Balance of the Group I Subordinate Certificates has been reduced to zero, any remaining scheduled payments of principal in respect of the Mortgage Loans in the related Loan Group).

“Class B Percentage”: Any one of the Class I-B1 Percentage, the Class I-B2 Percentage, the Class I-B3 Percentage, the Class I-B4 Percentage, the Class I-B5 Percentage, the Class I-B6 Percentage, the Class II-B1 Percentage, the Class II-B2 Percentage, the Class II-B3 Percentage, the Class II-B4 Percentage, the Class II-B5 Percentage or the Class II-B6 Percentage.

“Class P Certificates”: The Class I-P Certificates.

“Class R-IA Residual Interest”: The uncertificated Residual Interest in REMIC I-A.

“Class R-IB Residual Interest”: The uncertificated Residual Interest in REMIC I-B.

“Closing Date”: December 30, 2005.

“Code”: The Internal Revenue Code of 1986, as amended.

“Collateral Pool”: Collateral Pool I and Collateral Pool II.

“Collateral Pool I”: The Mortgage Loans in Loan Group I-1, Loan Group I-2, Loan Group I-3, Loan Group I-4 and Loan Group I-5.

“Collateral Pool II”: The Group II Mortgage Loans.

“Collection Account”: The account or accounts created and maintained by the Master Servicer pursuant to Section 3.10(a), which shall be entitled, “CitiMortgage, Inc., as Master Servicer for U.S. Bank National Association, as Trustee, in trust for the registered holders of Citigroup Mortgage Loan Trust Inc., Mortgage Pass-Through Certificates, Series 2005-10.” The Collection Account must be an Eligible Account.

“Commission”: The Securities and Exchange Commission.

“Compensating Interest Payment”: With respect to Collateral Pool I and the Countrywide Mortgage Loans in such Collateral Pool and any prepayment in full or in part, an amount equal to the lesser of one half of (a) one-twelfth of the product of (i) the weighted average servicing fee rate percentage for such Mortgage Loans as set forth in the applicable Initial Sub-Servicing Agreement and (ii) the Stated Principal Balance of such Mortgage Loans and (b) the aggregate servicing fee actually received for the applicable month for such Mortgage Loans pursuant to the applicable Initial Sub-Servicing Agreement. With respect to Collateral Pool I and the National City Mortgage Loans in such Collateral Pool and any prepayment in full or in part, an amount equal to the amount of interest (net of the related servicing fee rate), each as set forth in the applicable Initial Sub-Servicing Agreement, that would have accrued on the amount of the principal prepayment during the period commencing on the date as of which such principal prepayment was applied to the related mortgage loans and ending on the day immediately preceding the applicable due date for the next scheduled monthly payment. With respect to Collateral Pool I and the PHH Mortgage Loans in such Collateral Pool and any prepayment in full or in part, an amount equal to the lesser of (i) the aggregate amount of shortfall in interest collections that are attributable to principal prepayments during the related Prepayment Period and (ii) the total amount of servicing compensation that would be payable to PHH in respect of the Mortgage Loans in such Collateral Pool if no principal prepayment were made during the prepayment period for the applicable distribution date. With respect to Collateral Pool I and the GreenPoint Mortgage Loans in such Collateral Pool and any prepayments in full or in part, an amount equal to the lesser of (i) an amount which, when added to all amounts allocable to interest received in connection with such prepayment equals one month’s interest on the amount of principal so prepaid at the related mortgage rate (net of the related servicing fee rate), each as set forth in the applicable Initial Sub-Servicing Agreement and (ii) the aggregate amount of servicing compensation received by such servicer in respect of such mortgage loans for the applicable calendar month. With respect to Collateral Pool I and the Xxxxx Mortgage Loans in such Collateral Pool and any prepayment in full or in part, an amount which, when added to all amounts allocable to interest received in connection with such prepayment, equals one month’s interest on the amount of principal so prepaid at the related mortgage rate net of the related servicing fee rate (each as set forth in the applicable Initial Sub-Servicing Agreement). With respect to Collateral Pool II and the Washington Mutual Mortgage Loans in such Collateral Pool and any prepayments in full, an amount equal to one-twelfth of the product of (i) the servicing fee rate percentage for the Mortgage Loans in such Collateral Pool (as set forth in the applicable Initial Sub-Servicing Agreement) and (ii) the stated principal balance of the Mortgage Loans in such Collateral Pool.

“Component Principal Balance”: With respect to any Senior Support Component as of any date of determination, the Component Principal Balance of such Senior Support Component on the Distribution Date immediately prior to such date of determination plus any Subsequent Recoveries added to the Component Principal Balance of such Senior Support Component pursuant to Section 4.01, reduced by the aggregate of (a) all distributions of principal made thereon on such immediately prior Distribution Date and (b) without duplication of amounts described in clause (a) above, reductions in the Component Principal Balance thereof in connection with allocations thereto of Realized Losses on the Mortgage Loans and Extraordinary Trust Fund Expenses on such immediately prior Distribution Date (or, in the case of any date of determination up to and including the initial Distribution Date, the initial Component Principal Balance of such Senior Support Component, as stated on the face thereof).

The initial Component Principal Balance of the Senior Support Components is as follows:

Component	Initial Component Principal Balance(1)
I-A1B	$8,096,000.00
I-A2B	$5,181,000.00
I-A3B	$12,663,000.00
I-A4B	$6,405,000.00

_____________

⁽¹⁾ Approximate; subject to a permitted variance of plus or minus 5%.

References herein to the “Certificate Principal Balance of the related Senior Support Certificates or Component Principal Balance of the related Senior Support Component, as applicable” shall mean, with respect to the Group I-1 Mortgage Loans, the Component Principal Balance of the I-A1B Component; with respect to the Group I-2 Mortgage Loans, the Component Principal Balance of the I-A2B Component; with respect to the Group I-3 Mortgage Loans, the Component Principal Balance of the I-A3B Component; with respect to the Group I-4 Mortgage Loans, the Component Principal Balance of the I-A4B Component; and with respect to the Group I-5 Mortgage Loans, the Certificate Principal Balance of the Class I-A5B Certificates.

“Corporate Trust Office”: The principal corporate trust office of the Trustee, the Paying Agent, the Certificate Registrar or the Authenticating Agent, as the case may be, at which at any particular time its corporate trust business in connection with this Agreement shall be administered, which office at the date of the execution of this instrument is located at (i) with respect to the Trustee, U.S. Bank National Association, Xxx Xxxxxxx Xxxxxx, 0^xx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, Attention: Corporate Trust Services, or at such other address as the Trustee may designate from time to time by notice to the Certificateholders, the Depositor, the Master Servicer, the Paying Agent, the Certificate Registrar, the Authenticating Agent and the Trust Administrator and (ii) with respect to the Paying Agent, the Certificate Registrar and the Authenticating Agent, Citibank, N.A., as Paying Agent, as Certificate Registrar or as Authenticating Agent, as the case may be, 000 Xxxxxxxxx Xxxxxx, 00^xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other address as the Paying Agent, the Certificate Registrar and the Authenticating Agent may designate from time to time by notice to the Certificateholders, the Depositor, the Master Servicer, the Trust Administrator and the Trustee.

“Countrywide”: Countrywide Home Loans, Inc. or its successor in interest.

“Countrywide Mortgage Loans”: The Mortgage Loans originated by Countrywide.

“Cross-Collateralization Date”: With respect to Collateral Pool I, any Distribution Date on which there are one or more Undercollateralized Loan Groups and one or more Overcollateralized Loan Groups relating to such Collateral Pool.

“Custodian”: A document custodian appointed by the Trustee to perform (or in the case of the initial Custodian otherwise engaged to perform) custodial duties with respect to the Mortgage Files. The initial Custodian is Citibank West, FSB. A Custodian may be the Trustee, any Affiliate of the Trustee or an independent entity.

“Custodial Agreement”: An agreement pursuant to which a Custodian performs custodial duties with respect to the Mortgage Files. With respect to the initial Custodian, the applicable agreement pursuant to which the Initial Custodian performs its custodial duties with respect to the Mortgage Files.

“Cut-off Date”: With respect to each Original Mortgage Loan, December 1, 2005. With respect to all Qualified Substitute Mortgage Loans, their respective dates of substitution. References herein to the “Cut-off Date,” when used with respect to more than one Mortgage Loan, shall be to the respective Cut-off Dates for such Mortgage Loans.

“Debt Service Reduction”: With respect to any Mortgage Loan, a reduction in the scheduled Monthly Payment for such Mortgage Loan by a court of competent jurisdiction in a proceeding under the Bankruptcy Code, except such a reduction resulting from a Deficient Valuation.

“Deficient Valuation”: With respect to any Mortgage Loan, a valuation of the related Mortgaged Property by a court of competent jurisdiction in an amount less than the then outstanding principal balance of the Mortgage Loan, which valuation results from a proceeding initiated under the Bankruptcy Code.

“Definitive Certificates”: As defined in Section 5.01(b).

“Deleted Mortgage Loan”: A Mortgage Loan replaced or to be replaced by a Qualified Substitute Mortgage Loan.

“Depositor”: Citigroup Mortgage Loan Trust Inc., a Delaware corporation, or its successor in interest.

“Depository”: The Depository Trust Company, or any successor Depository hereafter named. The nominee of the initial Depository, for purposes of registering those Certificates that are to be Book-Entry Certificates, is Cede & Co. The Depository shall at all times be a “clearing corporation” as defined in Section 8-102(3) of the Uniform Commercial Code of the State of New York and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, as amended.

“Depository Institution”: Any depository institution or trust company, including the Trustee and the Trust Administrator, that (a) is incorporated under the laws of the United States of America or any State thereof, (b) is subject to supervision and examination by federal or state banking authorities and (c) has, or is a subsidiary of a holding company that has, an outstanding unsecured commercial paper or other short-term unsecured debt obligations that are rated in the highest rating category by at least two of the Rating Agencies (or a comparable rating if S&P, Fitch and Xxxxx’x are not the Rating Agencies).

“Depository Participant”: A broker, dealer, bank or other financial institution or other Person for whom from time to time a Depository effects book-entry transfers and pledges of securities deposited with the Depository.

“Determination Date”: With respect to each Distribution Date, the 18th day of the calendar month in which such Distribution Date occurs or, if such 18th day is not a Business Day, the Business Day immediately following such 18^th day; provided, however, that with respect to each Distribution Date and any Mortgage Loans subject to an Initial Sub-Servicing Agreement, the Determination Date shall be the date, relating to such Distribution Date, after which any Monthly Payments received are not reported by the related Sub-Servicer as having been received for inclusion in the amounts remitted by such Sub-Servicer on the related remittance date under the applicable Sub-Servicing Agreement in respect of Monthly Payments on the related Mortgage Loans.

“Directly Operate”: With respect to any REO Property, the furnishing or rendering of services to the tenants thereof, the management or operation of such REO Property, the holding of such REO Property primarily for sale to customers, the performance of any construction work thereon or any use of such REO Property in a trade or business conducted by REMIC I-A or REMIC II, other than through an Independent Contractor; provided, however, that the Trustee (or the Master Servicer on behalf of the Trustee) shall not be considered to Directly Operate an REO Property solely because the Trustee (or the Master Servicer on behalf of the Trustee) establishes rental terms, chooses tenants, enters into or renews leases, deals with taxes and insurance, or makes decisions as to repairs or capital expenditures with respect to such REO Property.

“Disqualified Organization”: Any of the following: (i) the United States, any State or political subdivision thereof, any possession of the United States, or any agency or instrumentality of any of the foregoing (other than an instrumentality which is a corporation if all of its activities are subject to tax and, except for Xxxxxxx Mac, a majority of its board of directors is not selected by such governmental unit), (ii) any foreign government, any international organization, or any agency or instrumentality of any of the foregoing, (iii) any organization (other than certain farmers’ cooperatives described in Section 521 of the Code) which is exempt from the tax imposed by Chapter 1 of the Code (including the tax imposed by Section 511 of the Code on unrelated business taxable income), (iv) rural electric and telephone cooperatives described in Section 1381(a)(2)(C) of the Code, (v) an “electing large partnership” within the meaning of Section 775 of the Code and (vi) any other Person so designated by the Trustee based upon an Opinion of Counsel that the holding of an Ownership Interest in a Residual Certificate by such Person may cause any REMIC or any Person having an Ownership Interest in any Class of Certificates (other than such Person) to incur a liability for any federal tax imposed under the Code that would not otherwise be imposed but for the Transfer of an Ownership Interest in a Residual Certificate to such Person. The terms “United States,” “State” and “international organization” shall have the meanings set forth in Section 7701 of the Code or successor provisions.

“Distribution Account”: The trust account or accounts created and maintained by the Paying Agent pursuant to Section 3.10(b) which shall be entitled “Citibank, N.A., as Paying Agent, in trust for the registered holders of Citigroup Mortgage Loan Trust Inc., Mortgage Pass- Through Certificates, Series 2005-8.” The Distribution Account must be an Eligible Account.

“Distribution Date”: The 25th day of any month, or if such 25th day is not a Business Day, the Business Day immediately following such 25th day, commencing in January 2006.

“Diverted Interest Amount”: With respect to Collateral Pool I and any Distribution Date, one month’s interest accrued during the related Interest Accrual Period on the Overcollateralized Amount at the Pass-Through Rate for the Super Senior Certificates and Senior Support Certificates or Senior Support Components, as applicable, related to the Undercollateralized Loan Group or Undercollateralized Loan Groups and any other unpaid interest shortfalls on the Super Senior Certificates and Senior Support Certificates or Senior Support Components, as applicable, related to the such Undercollateralized Loan Group or Undercollateralized Loan Groups, to the extent available (with overcollateralization calculated, for purposes of this definition, as of the prior Distribution Date after taking into account all distributions and Realized Loss allocations that occurred on such prior Distribution Date). On any Distribution Date, any Diverted Interest Amount will be diverted to the Available Distribution Amounts of any Undercollateralized Loan Groups on a pro rata basis based on their respective Undercollateralized Amounts. On any Distribution Date, any Diverted Interest Amount will be diverted from the Available Distribution Amounts of any Overcollateralized Loan Groups on a pro rata basis based on their respective Overcollateralized Amounts.

“DOL”: The United States Department of Labor or any successor in interest.

“DOL Regulations”: The regulations promulgated by the DOL at 29 C.F.R.ss.2510.3-101.

“Due Date”: With respect to each Distribution Date, the first day of the calendar month in which such Distribution Date occurs, which is the day of the month on which the Monthly Payment is due on a Mortgage Loan, exclusive of any days of grace.

“Due Period”: With respect to any Distribution Date, the period commencing on the second day of the calendar month preceding the calendar month in which such Distribution Date occurs and ending on the related Due Date.

“Eligible Account”: Any of (i) an account or accounts maintained with a Depository Institution, (ii) an account or accounts the deposits in which are fully insured by the FDIC or (iii) a trust account or accounts maintained with the corporate trust department of a federal or state chartered depository institution or trust company acting in its fiduciary capacity. Eligible Accounts may bear interest.

“ERISA”: The Employee Retirement Income Security Act of 1974, as amended.

“Estate in Real Property”: A fee simple estate in a parcel of land.

“Excess Bankruptcy Loss”: With respect to any Collateral Pool, any Bankruptcy Loss, or portion thereof, which exceeds the then applicable Bankruptcy Amount.

“Excess Fraud Loss”: With respect to any Collateral Pool, any Fraud Loss, or portion thereof, which exceeds the then applicable Fraud Loss Amount.

“Excess Loss”: With respect to any Collateral Pool, any Excess Bankruptcy Loss, Excess Special Hazard Loss, Excess Fraud Loss or Extraordinary Loss.

“Excess Special Hazard Loss”: With respect to any Collateral Pool, any Special Hazard Loss, or portion thereof, that exceeds the then applicable Special Hazard Amount.

“Expense Adjusted Mortgage Rate”: With respect to any Mortgage Loan (or the related REO Property) as of any date of determination, a per annum rate of interest equal to the then applicable Mortgage Rate for such Mortgage Loan minus the sum of the (i) the applicable Servicing Fee Rate, (ii) the Administration Fee Rate and (iii) the rate at which any lender-paid primary mortgage insurance premiums accrue.

“Extraordinary Loss”: Any Realized Loss or portion thereof caused by or resulting from:

(i) nuclear or chemical reaction or nuclear radiation or radioactive or chemical contamination, all whether controlled or uncontrolled and whether such loss be direct or indirect, proximate or remote or be in whole or in part caused by, contributed to or aggravated by a peril covered by the definition of the term “Special Hazard Loss”;

(ii) hostile or warlike action in time of peace or war, including action in hindering, combating or defending against an actual, impending or expected attack by any government or sovereign power, de jure or de facto, or by any authority maintaining or using military, naval or air forces, or by military, naval or air forces, or by an agent of any such government, power, authority or forces;

(iii) any weapon of war employing atomic fission or radioactive forces whether in time of peace or war, and

(iv) insurrection, rebellion, revolution, civil war, usurped power or action taken by governmental authority in hindering, combating or defending against such an occurrence, seizure or destruction under quarantine or customs regulations, confiscation by order of any government or public authority, or risks of contraband or illegal transactions or trade.

“Extraordinary Trust Fund Expenses”: Any amounts reimbursable to the Master Servicer or the Depositor pursuant to Section 6.03, any amounts payable from the Distribution Account in respect of taxes pursuant to Section 10.01(g)(iii), any amounts reimbursable to the Trustee, the Trust Administrator, Citibank or a Custodian from the Trust Fund pursuant to Section 2.01 or Section 8.05 and any other costs, expenses, liabilities and losses borne by the Trust Fund (exclusive of any cost, expense, liability or loss that is specific to a particular Mortgage Loan or REO Property and is taken into account in calculating a Realized Loss in respect thereof) for which the Trust Fund has not and, in the reasonable good faith judgment of the Trust Administrator, shall not, obtain reimbursement or indemnification from any other Person.

“Xxxxxx Xxx”: Xxxxxx Xxx, formerly known as the Federal National Mortgage Association, or any successor thereto.

“FDIC”: Federal Deposit Insurance Corporation or any successor thereto.

“Final Recovery Determination”: With respect to any defaulted Mortgage Loan or any REO Property (other than a Mortgage Loan or REO Property purchased by the Seller, the Depositor or the Master Servicer pursuant to or as contemplated by Section 2.03 or Section 9.01), a determination made by the Master Servicer that all Liquidation Proceeds have been recovered. The Master Servicer shall maintain records of each Final Recovery Determination made thereby.

“Fitch”: Fitch Ratings, or its successor in interest.

“Fraud Loss”: Any Realized Loss or portion thereof sustained by reason of a default arising from intentional fraud, dishonesty or misrepresentation in connection with the related Mortgage Loan, including by reason of the denial of coverage under any related Primary Mortgage Insurance Policy because of fraud, dishonesty or misrepresentation.

“Fraud Loss Amount”: With respect to Collateral Pool I, as of any date of determination after the Cut-off Date, an amount equal to: (X) prior to the second anniversary of the Cut-off Date, 2.00% of the aggregate outstanding principal balance of the Group I Mortgage Loans as of the Cut-off Date minus the aggregate amount of Fraud Losses on the Group I Mortgage Loans allocated solely to the related Subordinate Certificates in accordance with Section 4.04 since the Cut-off Date up to such date of determination and (Y) from the second anniversary of the Cut-off Date and prior to the fifth anniversary of the Cut-off Date, (1) the lesser of (a) the related Fraud Loss Amount as of the most recent anniversary of the Cut-off Date and (b) 1.00% of the aggregate outstanding principal balance of the Group I Mortgage Loans as of the most recent anniversary of the Cut-off Date minus (2) the Fraud Losses on the Group I Mortgage Loans allocated solely to the related Subordinate Certificates in accordance with Section 4.04 since the most recent anniversary of the Cut-off Date up to such date of determination. On and after the fifth anniversary of the Cut-off Date, the Fraud Loss Amount with respect to Collateral Pool I shall be zero. In addition, after the Certificate Principal Balances of the related Subordinate Certificates are reduced to zero, the Fraud Loss Amount with respect to Collateral Pool I shall be zero.

With respect to Collateral Pool II, as of any date of determination after the Cut-off Date, an amount equal to: (X) prior to the third anniversary of the Cut-off Date, 1.00% of the aggregate outstanding principal balance of the Group II Mortgage Loans as of the Cut-off Date minus the aggregate amount of Fraud Losses on the Group II Mortgage Loans allocated solely to the related Subordinate Certificates in accordance with Section 4.04 since the Cut-off Date up to such date of determination and (Y) on and after the third anniversary of the Cut-off Date, the Fraud Loss Amount with respect to Collateral Pool II shall be zero. In addition, after the Certificate Principal Balances of the related Subordinate Certificates are reduced to zero, the Fraud Loss Amount with respect to Collateral Pool II shall be zero.

“Xxxxxxx Mac”: Xxxxxxx Mac, formally known as the Federal Home Loan Mortgage Corporation, or any successor thereto.

“GreenPoint”: GreenPoint Mortgage Funding, Inc. or its successor in interest.

“GreenPoint Mortgage Loans”: The Mortgage Loans originated by GreenPoint.

“Gross Margin”: With respect to each Adjustable-Rate Mortgage Loan, the fixed percentage set forth in the related Mortgage Note that is added to the Index on each Adjustment Date in accordance with the terms of the related Mortgage Note used to determine the Mortgage Rate for such Mortgage Loan.

“Group I Available Distribution Amount”: With respect to any Distribution Date and any Loan Group within Collateral Pool I, an amount equal to the excess of (i) the sum attributable to the related Group I Mortgage Loans of (a) the aggregate of the Monthly Payments due on or before the Due Date relating to such Distribution Date and received by the Master Servicer (or a Sub-Servicer on its behalf) on or prior to the related Determination Date, after deduction of the applicable Servicing Fee and the Administration Fee (b) Liquidation Proceeds, Insurance Proceeds, Principal Prepayments, proceeds from repurchases of and substitutions for the related Group I Mortgage Loans, Subsequent Recoveries and other unscheduled collections of principal and interest in respect of the related Group I Mortgage Loans or REO Properties received by the Servicer during the related Prepayment Period (exclusive of any prepayment charges, penalties or premiums), (c) the aggregate of any amounts on deposit in the Distribution Account representing Compensating Interest Payment paid by the Master Servicer in respect of related Prepayment Interest Shortfalls relating to Principal Prepayments that occurred during the related Prepayment Period and (d) the aggregate of any P&I Advances made by the Master Servicer for such Distribution Date over (ii) the sum attributable to or allocable to the related Group I Mortgage Loans of (a) amounts reimbursable to the Depositor, the Master Servicer, the Trustee, the Trust Administrator, Citibank or a Custodian pursuant to Section 6.03 or Section 8.05 or otherwise payable in respect of Extraordinary Trust Fund Expenses, (b) amounts in respect of the items set forth in clauses (i)(a) through (i)(d) above deposited in the Collection Account or the Distribution Account in respect of the items set forth in clauses (i)(a) through (i)(d) above in error, (c) without duplication, any amounts in respect of the items set forth in clauses (i)(a) and (i)(b) permitted hereunder to be retained by the Master Servicer or to be withdrawn by the Master Servicer from the Collection Account pursuant to Section 3.18.

Notwithstanding the foregoing, the Group I Available Distribution Amount for any Distribution Date shall be increased (in the case of an Undercollateralized Loan Group) or decreased (in the case of an Overcollateralized Loan Group) by any applicable Diverted Interest Amount or Class A Principal Adjustment Amount, in each case for such Distribution Date.

Provided, that, on any Distribution Date on which there are Group I Class A Certificates relating to only one Loan Group remaining outstanding, the Group I Available Distribution Amount for that Distribution Date will be calculated on an aggregate Collateral Pool I basis, without regard to the related Loan Group.

“Group I Certificates”: The Group I Senior Certificates and the Group I Subordinate Certificates.

“Group I Class A Certificates”: The Class I-A1A Certificates, the Class I-A2A Certificates, the Class I-A12B Certificates, the Class I-A3A Certificates, the Class I-A4A Certificates, the Class I-A34B Certificates, the Class I-A5A Certificates and the Class I-A5B Certificates.

“Group I Mortgage Loans”: Each mortgage loan identified as such on the attached Mortgage Loan Schedule.

“Group I-1 Mortgage Loans”: Each Loan identified as such on the Mortgage Loan Schedule.

“Group I-2 Mortgage Loans”: Each Loan identified as such on the Mortgage Loan Schedule.

“Group I-3 Mortgage Loans”: Each Loan identified as such on the Mortgage Loan Schedule.

“Group I-4 Mortgage Loans”: Each Loan identified as such on the Mortgage Loan Schedule.

“Group I-5 Mortgage Loans”: Each Loan identified as such on the Mortgage Loan Schedule.

“Group I Senior Certificates”: The Group I Class A Certificates and the Class I-R Certificates.

“Group I Senior Percentage”: With respect to any Distribution Date and any Loan Group included in Collateral Pool I, the lesser of (a) 100% and (b) a fraction, expressed as a percentage, the numerator of which is the excess, if any, of the aggregate Certificate Principal Balance of the related Super Senior Certificates and the Certificate Principal Balance of the related Senior Support Certificates or Component Principal Balance of the related Senior Support Component, as applicable, for such Distribution Date over the aggregate amount, if any, payable to the Holders of the related Certificates or Components, as applicable, on such date pursuant to clause (d) of the definition of “Senior Principal Distribution Amount,” and the denominator of which is the sum of (i) the aggregate Scheduled Principal Balance of the related Group I Mortgage Loans, plus (ii) the aggregate Scheduled Principal Balance of the REO Properties in the related Loan Group, in each case before reduction for any Realized Losses on such Distribution Date.

Notwithstanding the foregoing, on any Cross-Collateralization Date on which (x) the sum of (i) the aggregate Scheduled Principal Balance of the related Group I Mortgage Loans, plus (ii) the aggregate Scheduled Principal Balance of the REO Properties in the related loan group, in each case before reduction for any Realized Losses on such Distribution Date exceeds (y) the excess, if any, of the Certificate Principal Balance of the related Group I Class A Certificates for such Distribution Date over the aggregate amount, if any, payable to the Holders of the related Group I Class A Certificates on such date pursuant to clause (d) of the definition of “Senior Principal Distribution Amount,” the Group I Senior Percentage will equal the lesser of (a) 100% and (b) fraction, expressed as a percentage, the numerator of which is the sum of (i) the excess, if any, of the Certificate Principal Balance of the related Group I Class A Certificates for such Distribution Date over the aggregate amount, if any, payable to the Holders of the related Group I Class A Certificates on such date pursuant to clause (d) of the definition of “Senior Principal Distribution Amount,” plus (ii) the portion of the Overcollateralized Amount with respect to Collateral Pool I, and the denominator of which is the sum of (i) the aggregate Scheduled Principal Balance of the related Group I Mortgage Loans, plus (ii) the aggregate Scheduled Principal Balance of the REO Properties in related loan group, in each case before reduction for any Realized Losses on such Distribution Date. On any Distribution Date after the reduction of the Certificate Principal Balances of all but one of the related Group I Class A Certificates to zero, the Group I Senior Percentage for that Loan Group will be the lesser of (a) 100% and (b) a fraction, expressed as a percentage, the numerator of which is the excess, if any, of the Certificate Principal Balance of the related Group I Class A Certificates for such Distribution Date over the aggregate amount, if any, payable to the Holders of the related Group I Class A Certificates on such date pursuant to clause (d) of the definition of “Senior Principal Distribution Amount,” and the denominator of which is the sum of (i) the aggregate Scheduled Principal Balance of the Group I Mortgage Loans, plus (ii) the aggregate Scheduled Principal Balance of the REO Properties in Collateral Pool I, in each case before reduction for any Realized Losses on such Distribution Date.

“Group I Senior Prepayment Percentage”: With respect to any Distribution Date and any Group I Class A Certificates within the range indicated below, the percentage as indicated below:

Distribution Date	Group I Senior Prepayment Percentage
January 2006 through December 2012	100%
January 2013 through December 2013	Group I Senior Percentage, plus 70% of the Group I Subordinate Percentage
January 2014 through December 2014	Group I Senior Percentage, plus 60% of the Group I Subordinate Percentage
January 2015 through December 2015	Group I Senior Percentage, plus 40% of the Group I Subordinate Percentage
January 2016 through December 2016	Group I Senior Percentage, plus 20% of the Group I Subordinate Percentage
January 2017 and thereafter	Group I Senior Percentage

provided, however, no reduction to the Group I Senior Prepayment Percentage described above shall be made as of any Distribution Date unless (i) the outstanding principal balance of the Group I Mortgage Loans delinquent 60 days or more (including REO Properties and Mortgage Loans in foreclosure) averaged over the last six months does not exceed 50% of the sum of the then current Certificate Principal Balances of the Group I Subordinate Certificates and (ii) Realized Losses on the Group I Mortgage Loans to date are less than the then applicable Trigger Amount.

On any Distribution Date on which Realized Losses on the Group I Mortgage Loans to date are greater than the then applicable Trigger Amount, the Group I Senior Prepayment Percentage for each Loan Group within Collateral Pool I will be the greater of (x) the related Group I Senior Prepayment Percentage for such Distribution Date or (y) the related Group I Senior Prepayment Percentage for the immediately preceding Distribution Date.

Notwithstanding the above, if on any Distribution Date (a) the Aggregate Subordinate Percentage, prior to giving effect to any distributions on such Distribution Date, equals or exceeds two times the initial Aggregate Subordinate Percentage as of the Cut-Off Date for Collateral Pool I, (b) the provisions of clause (i) of the second preceding paragraph are met and (c) (i) on or prior to the Distribution Date occurring in December 2008, cumulative Realized Losses on the Group I Mortgage Loans as of the end of the related Prepayment Period do not exceed 20% of the initial aggregate Certificate Principal Balance of the Group I Subordinate Certificates and (ii) after the Distribution Date occurring in December 2008, cumulative Realized Losses on the Group I Mortgage Loans as of the end of the Prepayment Period do not exceed 30% of the initial aggregate Certificate Principal Balance of the Group I Subordinate Certificates, then the Group I Senior Prepayment Percentage for such Distribution Date and each Loan Group within Collateral Pool I will equal the related Group I Senior Percentage plus 50% of the Group I Subordinate Percentage for such Distribution Date, if such Distribution Date is prior to January 2009, and will equal the related Group I Senior Percentage for such Distribution Date, if such Distribution Date occurs on or after January 2009.

On any Distribution Date on which the Aggregate Senior Percentage for Collateral Pool I exceeds the initial Aggregate Senior Percentage for Collateral Pool I, the Group I Senior Prepayment Percentage for each Loan Group within Collateral Pool I shall be 100%.

Upon reduction of the Certificate Principal Balances of the related Group I Class A Certificates to zero, the Group I Senior Prepayment Percentage for the related Loan Group shall be 0%.

“Group I Subordinate Certificates”: The Class I-B1 Certificates, the Class I-B2 Certificates, the Class I-B3 Certificates, the Class I-B4 Certificates, the Class I-B5 Certificates and the Class I-B6 Certificates.

“Group I Subordinate Percentage”:  With respect to any Loan Group within Collateral Pool I and any Distribution Date, 100% minus the Group I Senior Percentage for that Loan Group and Distribution Date.

“Group I Subordinate Prepayment Percentage”:  With respect to any Loan Group within Collateral Pool I and a Distribution Date, 100% minus the related Group I Senior Prepayment Percentage for that Loan Group and Distribution Date.

“Group II Available Distribution Amount”: With respect to any Distribution Date and Collateral Pool II, an amount equal to the excess of (i) the sum attributable to the Group II Mortgage Loans of (a) the aggregate of the Monthly Payments due on or before the Due Date relating to such Distribution Date and received by the Master Servicer (or a Sub-Servicer on its behalf) on or prior to the related Determination Date, after deduction of the applicable Servicing Fee and the Administration Fee (b) Liquidation Proceeds, Insurance Proceeds, Principal Prepayments, proceeds from repurchases of and substitutions for the Group II Mortgage Loans, Subsequent Recoveries and other unscheduled collections of principal and interest in respect of the Group II Mortgage Loans or REO Properties received by the Servicer during the related Prepayment Period (exclusive of any prepayment charges, penalties or premiums), (c) the aggregate of any amounts on deposit in the Distribution Account representing Compensating Interest Payment paid by the Master Servicer in respect of related Prepayment Interest Shortfalls relating to Principal Prepayments that occurred during the related Prepayment Period and (d) the aggregate of any P&I Advances made by the Master Servicer for such Distribution Date over (ii) the sum attributable to or allocable to the Group II Mortgage Loans of (a) amounts reimbursable to the Depositor, the Master Servicer, the Trustee, the Trust Administrator, Citibank or a Custodian pursuant to Section 6.03 or Section 8.05 or otherwise payable in respect of Extraordinary Trust Fund Expenses, (b) amounts in respect of the items set forth in clauses (i)(a) through (i)(d) above deposited in the Collection Account or the Distribution Account in respect of the items set forth in clauses (i)(a) through (i)(d) above in error, (c) without duplication, any amounts in respect of the items set forth in clauses (i)(a) and (i)(b) permitted hereunder to be retained by the Master Servicer or to be withdrawn by the Master Servicer from the Collection Account pursuant to Section 3.18.

“Group II Certificates”: The Group II Senior Certificates and the Group II Subordinate Certificates.

“Group II Class A Certificates”: The Class II-A1 Certificates and the Class II-A2 Certificates.

“Group II Mortgage Loans”: The Mortgage Loans identified as such on the attached Mortgage Loan Schedule.

“Group II Senior Certificates”: The Class II-A1 Certificates, the Class II-A2 Certificates and the Class II-R Certificates.

“Group II Senior Percentage”: With respect to any Distribution Date, the lesser of (a) 100% and (b) a fraction, expressed as a percentage, the numerator of which is the excess, if any, of the aggregate Certificate Principal Balance of the Group II Class A Certificates for such Distribution Date over the aggregate amount, if any, payable to the Holders of the Group II Class A Certificates on such date pursuant to clause (d) of the definition of “Senior Principal Distribution Amount,” and the denominator of which is the sum of (i) the aggregate of the Scheduled Principal Balances of the Group II Mortgage Loans, plus (ii) the aggregate of the Scheduled Principal Balances of the REO Properties in Collateral Pool II, in each case before reduction for any Realized Losses on such Distribution Date.

“Group II Senior Prepayment Percentage”: With respect to any Distribution Date within the range indicated below, the percentage as indicated below:

Distribution Date	Group II Senior Prepayment Percentage
January 2006 through December 2010	100%
January 2011 through December 2011	Group II Senior Percentage, plus 70% of the Group II Subordinate Percentage
January 2012 through December 2012	Group II Senior Percentage, plus 60% of the Group II Subordinate Percentage
January 2013 through December 2013	Group II Senior Percentage, plus 40% of the Group II Subordinate Percentage
January 2014 through December 2014	Group II Senior Percentage, plus 20% of the Group II Subordinate Percentage
January 2014 and thereafter	Group II Senior Percentage

provided, however, no reduction to the Group II Senior Prepayment Percentage described above shall be made as of any Distribution Date unless (i) the outstanding principal balance of the Group II Mortgage Loans delinquent 60 days or more (including REO Properties and Mortgage Loans in foreclosure) averaged over the last six months does not exceed 50% of the sum of the then current Certificate Principal Balances of the Group II Subordinate Certificates and (ii) Realized Losses on the Group II Mortgage Loans to date are less than the then applicable Trigger Amount.

On any Distribution Date on which Realized Losses on the Group II Mortgage Loans to date are greater than the then applicable Trigger Amount, the Group II Senior Prepayment Percentage will be the greater of (x) the Group II Senior Prepayment Percentage for such Distribution Date or (y) the Group II Senior Prepayment Percentage for the immediately preceding Distribution Date.

On any Distribution Date on which the Group II Senior Percentage exceeds the initial Group II Senior Percentage, the Group II Senior Prepayment Percentage shall be 100%.

Upon reduction of the Certificate Principal Balances of the Group II Class A Certificates to zero, the Group II Senior Prepayment Percentage shall be 0%.

“Group II Subordinate Certificates”: The Class II-B1 Certificates, the Class II-B2 Certificates, the Class II-B3 Certificates, the Class II-B4 Certificates, the Class II-B5 Certificates and the Class II-B6 Certificates.

“Group II Subordinate Percentage”: For any Distribution Date, 100% minus the Group II Senior Percentage.

“Group II Subordinate Prepayment Percentage”: For any Distribution Date, 100% minus the Group II Senior Prepayment Percentage.

“Independent”: When used with respect to any specified Person, any such Person who (a) is in fact independent of the Depositor, the Master Servicer and their respective Affiliates, (b) does not have any direct financial interest in or any material indirect financial interest in the Depositor, the Master Servicer or any Affiliate thereof, and (c) is not connected with the Depositor, the Master Servicer or any Affiliate thereof as an officer, employee, promoter, underwriter, trustee, partner, director or Person performing similar functions; provided, however, that a Person shall not fail to be Independent of the Depositor, the Master Servicer or any Affiliate thereof merely because such Person is the beneficial owner of 1% or less of any class of securities issued by the Depositor or the Master Servicer or any Affiliate thereof, as the case may be.

“Independent Contractor”: Either (i) any Person (other than the Master Servicer) that would be an “independent contractor” with respect to any REMIC within the meaning of Section 856(d)(3) of the Code if any REMIC were a real estate investment trust (except that the ownership tests set forth in that section shall be considered to be met by any Person that owns, directly or indirectly, 35% or more of any Class of Certificates), so long as any REMIC does not receive or derive any income from such Person and provided that the relationship between such Person and any REMIC is at arm’s length, all within the meaning of Treasury Regulation Section 1.856-4(b)(5), or (ii) any other Person (including the Master Servicer) if the Trust Administrator has received an Opinion of Counsel for the benefit of the Trustee and the Trust Administrator to the effect that the taking of any action in respect of any REO Property by such Person, subject to any conditions therein specified, that is otherwise herein contemplated to be taken by an Independent Contractor will not cause such REO Property to cease to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code (determined without regard to the exception applicable for purposes of Section 860D(a) of the Code), or cause any income realized in respect of such REO Property to fail to qualify as Rents from Real Property.

“Index”: With respect to any Adjustable-Rate Mortgage Loan, the index for the adjustment of the Mortgage Rate set forth as such on the related Mortgage Note.

“Initial Sub-Servicing Agreement”: With respect to the Countrywide Mortgage Loans, the Amended and Restated Master Mortgage Loan Purchase and Servicing Agreement, dated December 15, 2003, as modified as of the date hereof with respect to the Countrywide Mortgage Loans in the Trust Fund. With respect to the Greenpoint Mortgage Loans, the Master Mortgage Loan Purchase and Servicing Agreement, date as of April 1, 2005, as modified as of the date hereof with respect to the Greenpoint Mortgage Loans in the Trust Fund. With respect to the National City Mortgage Loans, the Amended and Restated Master Seller’s Warranties and Servicing Agreement, dated as of September 1, 2003, as amended and restated to and including May 1, 2005, as modified as of the date hereof with respect to the National City Mortgage Loans in the Trust Fund. With respect to the PHH Mortgage Loans, the Mortgage Loan Flow Purchase, Sale and Servicing Agreement dated as of February 24, 2005, as modified as of the date hereof with respect to the PHH Mortgage Loans in the Trust Fund. With respect to the Quicken Mortgage Loans, the Master Mortgage Loan Purchase and Interim Servicing Agreement dated as of November 1, 2004, as modified as of the date hereof wth respect to the Quicken Mortgage Loans in the Trust Fund. With respect to the Washington Mutual Mortgage Loans, the Mortgage Loan Purchase and Sale Agreement, dated as of September 1, 2005, as modified as of the date hereof with respect to the Washington Mutual Mortgage Loans in the Trust Fund. With respect to the Xxxxx Mortgage Loans, the Master Mortgage Loan Purchase Agreement, dated as of November 1, 2005, as modified as of the date hereof with respect to the Xxxxx Mortgage Loans in the Trust Fund.

“Insurance Proceeds”: Proceeds of any Primary Mortgage Insurance Policy, title policy, hazard policy or other insurance policy covering a Mortgage Loan, to the extent such proceeds are not to be applied to the restoration of the related Mortgaged Property or released to the Mortgagor in accordance with the procedures that the Master Servicer would follow in servicing mortgage loans held for its own account, subject to the terms and conditions of the related Mortgage Note and Mortgage.

“Interest Accrual Period”: With respect to any Distribution Date and any Class of Certificates, the calendar month preceding the month in which the Distribution Date occurs, and each such Interest Accrual Period shall be deemed to be 30 days regardless of its actual length. All distributions of interest on the Certificates will be based on a 360-day year consisting of twelve 30-day Interest Accrual Periods.

“Interest Distribution Amount”: With respect to any Group I Certificates and in the case of the Senior Support Certificates (other than the Class I-A5B Certificates), the related Senior Support Component, for any Distribution Date, an amount equal to one month’s interest accured during the most recently ended Interest Accrual Period at the applicable Pass-Through Rate on the Certificate Principal Balance or Component Principal Balance on such class of certificates or components, as the case may be, immediately prior to such Distribution Date. With respect to any Group II Certificates for any Distribution Date, an amount equal to one month’s interest accrued during the most recently ended Interest Accrual Period at the applicable Pass-Through Rate on the Certificate Principal Balance thereof immediately prior to such Distribution Date. The Interest Distribution Amount for any such Class of Certificates or Component, as the case may be, (a) will also include, in the case of any Distribution Date subsequent to the initial Distribution Date, the excess, if any, of the Interest Distribution Amount in respect of such Class or Component, as the case may be, for the immediately preceding Distribution Date, over the aggregate distributions of interest made in respect of such Class or Component, as the case may be, pursuant to Section 4.01(a)(1) on such immediately preceding Distribution Date and (b) will be reduced, in the case of any Distribution Date, by the amount of any Prepayment Interest Shortfalls (to the extent not covered by Compensating Interest Payments paid by related Initial Sub-Servicer or by the Master Servicer) and Relief Act Interest Shortfalls that were allocated to such Class on such Distribution Date pursuant to Section 1.02. The Interest Distribution Amount for any Class of Certificates or Component, as the case may be, will be based on a 360 day year consisting of twelve 30-day Interest Accrual Periods.

“Late Collections”: With respect to any Mortgage Loan, all amounts received subsequent to the Determination Date immediately following any Due Period, whether as late payments of Monthly Payments or as Insurance Proceeds, Liquidation Proceeds or otherwise, which represent late payments or collections of principal and/or interest due (without regard to any acceleration of payments under the related Mortgage and Mortgage Note) but delinquent for such Due Period and not previously recovered.

“Liquidation Event”: With respect to any Mortgage Loan, any of the following events: (i) such Mortgage Loan is paid in full; (ii) a Final Recovery Determination is made as to such Mortgage Loan; or (iii) such Mortgage Loan is removed from the applicable Trust REMIC by reason of its being purchased, sold or replaced pursuant to or as contemplated by Section 2.03 or Section 9.01. With respect to any REO Property, either of the following events: (i) a Final Recovery Determination is made as to such REO Property; or (ii) such REO Property is removed from the applicable Trust REMIC by reason of its being purchased pursuant to Section 9.01.

“Liquidation Proceeds”: The amount (including any Insurance Proceeds or amounts received in respect of the rental of any REO Property prior to REO Disposition) received by the Master Servicer in connection with (i) the taking of all or a part of a Mortgaged Property by exercise of the power of eminent domain or condemnation, (ii) the liquidation of a defaulted Mortgage Loan through a trustee’s sale, foreclosure sale or otherwise, or (iii) the repurchase, substitution or sale of a Mortgage Loan or an REO Property pursuant to or as contemplated by Section 2.03, Section 3.23 or Section 9.01.

“Loan Group”: Any of Loan Group I-1, Loan Group I-2, Loan Group I-3, Loan Group I-4 or Loan Group I-5.

“Loan Group I-1”: The Loan Group consisting of the Group I-1 Mortgage Loans.

“Loan Group I-2”: The Loan Group consisting of the Group I-2 Mortgage Loans.

“Loan Group I-3”: The Loan Group consisting of the Group I-3 Mortgage Loans.

“Loan Group I-4”: The Loan Group consisting of the Group I-4 Mortgage Loans.

“Loan Group I-5”: The Loan Group consisting of the Group I-5 Mortgage Loans.

“Loan-to-Value Ratio”: As of any date of determination, the fraction, expressed as a percentage, the numerator of which is the principal balance of the related Mortgage Loan at such date and the denominator of which is the Value of the related Mortgaged Property.

“London Business Day”: Any day on which banks in the City of London and New York are open and conducting transactions in United States dollars.

“Master Servicer”: CitiMortgage, Inc. or any successor master servicer appointed as herein provided, in its capacity as Master Servicer hereunder.

“Master Servicer Certification”: A written certification, substantially in the form attached hereto as Exhibit H, covering servicing of the Mortgage Loans by the Servicer and signed by an officer of the Master Servicer that complies with (i) the Xxxxxxxx-Xxxxx Act of 2002, as amended from time to time, and (ii) the February 21, 2003 Statement by the Staff of the Division of Corporation Finance of the Securities and Exchange Commission Regarding Compliance by Asset-Backed Issuers with Exchange Act Rules 13a-14 and 15d-14, as in effect from time to time; provided that if, after the Closing Date (a) the Xxxxxxxx-Xxxxx Act of 2002 is amended, (b) the Statement referred to in clause (ii) is modified or superseded by any subsequent statement, rule or regulation of the Securities and Exchange Commission or any statement of a division thereof, or (c) any future releases, rules and regulations are published by the Securities and Exchange Commission from time to time pursuant to the Xxxxxxxx-Xxxxx Act of 2002, which in any such case affects the form or substance of the required certification and results in the required certification being, in the reasonable judgment of the Master Servicer, materially more onerous than the form of the required certification as of the Closing Date, the Master Servicer Certification shall be as agreed to by the Master Servicer and the Depositor following a negotiation in good faith to determine how to comply with any such new requirements.

“Master Servicer Event of Default”: One or more of the events described in Section 7.01.

“Master Servicer Remittance Date”: With respect to any Distribution Date, 12:00 p.m. New York time on the Business Day preceding the Distribution Date or if the Collection Account is held at Citibank (for so long as Citibank is the Paying Agent), 12:00 p.m. New York time on the Distribution Date.

“Maximum Mortgage Rate”: With respect to each Adjustable-Rate Mortgage Loan, the percentage set forth in the related Mortgage Note as the maximum Mortgage Rate thereunder.

“Minimum Mortgage Rate”: With respect to each Adjustable-Rate Mortgage Loan, the percentage set forth in the related Mortgage Note as the minimum Mortgage Rate thereunder.

“MERS”: Mortgage Electronic Registration Systems, Inc., a corporation organized and existing under the laws of the State of Delaware, or any successor thereto.

“MERS System”: The system of recording transfers of Mortgages electronically maintained by MERS.

“MIN”: The Mortgage Identification Number for Mortgage Loans registered with MERS on the MERS System.

“MOM Loan”: With respect to any Mortgage Loans registered with MERS on the MERS® System, MERS acting as the mortgagee of such Mortgage Loan, solely as nominee for the originator of such Mortgage Loan and its successors and assigns, at the origination thereof.

“Monthly Payment”: With respect to any Mortgage Loan, the scheduled monthly payment of principal and interest on such Mortgage Loan which is payable by the related Mortgagor from time to time under the related Mortgage Note, determined: (a) after giving effect to (i) any Deficient Valuation and/or Debt Service Reduction with respect to such Mortgage Loan and (ii) any reduction in the amount of interest collectible from the related Mortgagor pursuant to the Relief Act; (b) without giving effect to any extension granted or agreed to by the Master Servicer pursuant to Section 3.07; and (c) on the assumption that all other amounts, if any, due under such Mortgage Loan are paid when due.

“Moody’s”: Xxxxx’x Investors Service, Inc., or its successor in interest.

“Mortgage”: The mortgage, deed of trust or other instrument creating a first lien on, or first priority security interest in, a Mortgaged Property securing a Mortgage Note.

“Mortgage File”: The mortgage documents listed in Section 2.01 pertaining to a particular Mortgage Loan and any additional documents required to be added to the Mortgage File pursuant to this Agreement.

“Mortgage Loan”: Each mortgage loan transferred and assigned to the Trustee pursuant to Section 2.01 or Section 2.03 of this Agreement, as from time to time held as a part of REMIC I-A or REMIC II, as applicable, the Mortgage Loans so held being identified in the Mortgage Loan Schedule.

“Mortgage Loan Purchase Agreement”: The agreement between the Depositor and the Seller regarding the transfer of the Mortgage Loans by the Seller to or at the direction of the Depositor, substantially in the form of Exhibit D annexed hereto.

“Mortgage Loan Remittance Rate”: With respect to any Mortgage Loan or REO Property, as of any date of determination, the then applicable Expense Adjusted Mortgage Rate in respect thereof.

“Mortgage Loan Schedule”: As of any date, the list of Mortgage Loans included in REMIC I-A or REMIC II on such date, attached hereto as Schedule 1. The Mortgage Loan Schedule shall set forth, but is not limited to, the following information with respect to each Mortgage Loan:

(i) the Master Servicer’s Mortgage Loan identifying number;

(ii) a code indicating whether the Mortgaged Property is owner-occupied;

(iii) the type of Residential Dwelling constituting the Mortgaged Property;

(iv) the original months to maturity;

(v) the original date of the mortgage;

(vi) the Loan-to-Value Ratio at origination;

(vii) the Mortgage Rate in effect immediately following the Cut-off Date;

(viii) the date on which the first Monthly Payment was due on the Mortgage Loan;

(ix) the stated maturity date;

(x) the amount of the Monthly Payment at origination;

(xi) the amount of the Monthly Payment as of the Cut-off Date;

(xii) the last Due Date on which a Monthly Payment was actually applied to the unpaid Stated Principal Balance;

(xiii) the original principal amount of the Mortgage Loan;

(xiv) the Scheduled Principal Balance of the Mortgage Loan as of the close of business on the Cut-off Date;

(xv) a code indicating the purpose of the Mortgage Loan (i.e., purchase financing, Rate/Term Refinancing, Cash-Out Refinancing);

(xvi) a code indicating the documentation style (i.e., full, alternative or reduced);

(xvii) a code indicating if the Mortgage Loan is subject to a Primary Mortgage Insurance Policy;

(xviii) the Value of the Mortgaged Property;

(xix) the sale price of the Mortgaged Property, if applicable;

(xx) the actual unpaid principal balance of the Mortgage Loan as of the Cut-off Date;

(xxi) the Servicing Fee Rate and whether the Servicing Fee Rate steps up on the initial Adjustment Date;

(xxii) if such Mortgage Loan is an Adjustable-Rate Mortgage Loan, the Maximum Mortgage Rate, Minimum Mortgage Rate, Gross Margin, Index and Periodic Rate Cap;

(xxiii) whether such Mortgage Loan has an interest-only period, and if so, the first Due Date on which Monthly Payments are scheduled to include principal amortization;

(xxiv) the Collateral Pool in which such Mortgage Loan shall reside, and in the case of Collateral Pool I, the Loan Group in which such Mortgage Loan shall reside;

(xxv) the originator of such Mortgage Loan and the Initial Sub-Servicer of such Mortgage Loan;

(xxvi)   [reserved]; and

(xxvii)   [reserved].

The Mortgage Loan Schedule shall set forth the following information with respect to the Mortgage Loans in the aggregate as of the Cut-off Date: (1) the number of Mortgage Loans; (2) the current principal balance of the Mortgage Loans; (3) the weighted average Mortgage Rate of the Mortgage Loans; (4) the weighted average maturity of the Mortgage Loans; (5) the Scheduled Principal Balance of the Mortgage Loans as of the close of business on the Cut-off Date (not taking into account any Principal Prepayments received on the Cut-off Date); and (6) the amount of the Monthly Payment as of the Cut-off Date. The Mortgage Loan Schedule shall be amended from time to time by the Depositor in accordance with the provisions of this Agreement. With respect to any Qualified Substitute Mortgage Loan, Cut-off Date shall refer to the related Cut-off Date for such Mortgage Loan, determined in accordance with the definition of Cut-off Date herein.

“Mortgage Note”: The original executed note or other evidence of the indebtedness of a Mortgagor under a Mortgage Loan.

“Mortgage Pool”: The pool of Mortgage Loans, identified on Schedule 1 from time to time, and any REO Properties acquired in respect thereof.

“Mortgage Rate”: With respect to each Mortgage Loan, the annual rate at which interest accrues on such Mortgage Loan from time to time in accordance with the provisions of the related Mortgage Note, without regard to any reduction thereof as a result of a Debt Service Reduction or operation of the Relief Act. With respect to each Mortgage Loan that becomes an REO Property, as of any date of determination, the annual rate determined in accordance with the immediately preceding sentence as of the date such Mortgage Loan became an REO Property.

“Mortgaged Property”: The underlying property securing a Mortgage Loan, including any REO Property, consisting of an Estate in Real Property improved by a Residential Dwelling.

“Mortgagor”: The obligor on a Mortgage Note.

“National City”: National City Mortgage Co. or its successor in interest.

“National City Mortgage Loans”: The Mortgage Loans originated by National City.

“Net WAC Rate”: The Net WAC Rate for any Distribution Date and the Group I-1 Mortgage Loans is a rate per annum equal to the weighted average of the Expense Adjusted Mortgage Rates of the Group I-1 Mortgage Loans, weighted based on their principal balances as of the first day of the related Due Period. The Net WAC Rate for any Distribution Date and the Group I-2 Mortgage Loans is a rate per annum equal to the weighted average of the Expense Adjusted Mortgage Rates of the Group I-2 Mortgage Loans, weighted based on their principal balances as of the first day of the related Due Period. The Net WAC Rate for any Distribution Date and the Group I-3 Mortgage Loans is a rate per annum equal to the weighted average of the Expense Adjusted Mortgage Rates of the Group I-3 Mortgage Loans, weighted based on their principal balances as of the first day of the related Due Period. The Net WAC Rate for any Distribution Date and the Group I-4 Mortgage Loans is a rate per annum equal to the weighted average of the Expense Adjusted Mortgage Rates of the Group I-4 Mortgage Loans, weighted based on their principal balances as of the first day of the related Due Period. The Net WAC Rate for any Distribution Date and the Group I-5 Mortgage Loans is a rate per annum equal to the weighted average of the Expense Adjusted Mortgage Rates of the Group I-5 Mortgage Loans, weighted based on their principal balances as of the first day of the related Due Period.

The Net WAC Rate for any Distribution Date and the Group II Mortgage Loans is a rate per annum equal to the weighted average of the Expense Adjusted Mortgage Rates of the Group II Mortgage Loans, weighted based on their principal balances as of the first day of the related Due Period.

“New Lease”: Any lease of REO Property entered into on behalf of REMIC I-A, or REMIC II, including any lease renewed or extended on behalf of REMIC I-A or REMIC II, if REMIC I-A or REMIC II, as applicable, has the right to renegotiate the terms of such lease.

“Nonrecoverable P&I Advance”: Any P&I Advance previously made or proposed to be made in respect of a Mortgage Loan or REO Property that, in the good faith business judgment of the Master Servicer, will not or, in the case of a proposed P&I Advance, would not be ultimately recoverable from related late payments, Insurance Proceeds or Liquidation Proceeds on such Mortgage Loan or REO Property as provided herein.

“Non-United States Person”: Any Person other than a United States Person.

“Officers’ Certificate”: A certificate signed by the Chairman of the Board, the Vice Chairman of the Board, the President or a vice president (however denominated), and by the Treasurer, the Secretary, or one of the assistant treasurers or assistant secretaries of the Seller or the Depositor, as applicable; with respect to the Master Servicer, any officer who is authorized to act for the Master Servicer in matters relating to this Agreement, and whose action is binding upon the Master Servicer, initially including those individuals whose names appear on the list of authorized officers delivered at the closing.

“Opinion of Counsel”: A written opinion of counsel, who may, without limitation, be salaried counsel for the Depositor, the Master Servicer or the Trust Administrator acceptable to the Trustee, if such opinion is delivered to the Trustee, or reasonably acceptable to the Trust Administrator, if such opinion is delivered to the Trust Administrator, except that any opinion of counsel relating to (a) the qualification of any Trust REMIC as a REMIC or (b) compliance with the REMIC Provisions must be an opinion of Independent counsel.

“Original Mortgage Loan”: Any Mortgage Loan included in the Trust Fund as of the Closing Date.

“Originator”: Countrywide, GreenPoint, National City, PHH, Quicken, Washington Mutual or Xxxxx Fargo, as applicable.

“Overcollateralized Amount”: As to any Distribution Date and the Group I Class A Certificates, an amount equal to the sum of the Undercollateralized Amounts for the Classes of Class A Certificates relating to the same Collateral Pool.

“Overcollateralized Loan Group”: With respect to the Class A Certificates relating to Collateral Pool I, as to any Distribution Date on which there are one or more Undercollateralized Loan Groups within such Collateral Pool, any Loan Group within such Collateral Pool for which there is no Undercollateralized Amount.

“Ownership Interest”: As to any Certificate, any ownership or security interest in such Certificate, including any interest in such Certificate as the Holder thereof and any other interest therein, whether direct or indirect, legal or beneficial, as owner or as pledgee.

“Pass-Through Rate”: With respect to each Class of Group I Class A Certificates (other than the Class I-A12B Certificates and the Class I-A34B Certificates) and any Distribution Date, the Net WAC Rate for the related Group I Mortgage Loans for such Distribution Date. For federal income tax purposes, the equivalent of the foregoing shall (i) in the case of the Class I-A1A Certificates, be expressed as the weighted average of the REMIC I-A Remittance Rate on REMIC I-A Regular Interest LT-1B, weighted on the basis of the Uncertificated Balance of such REMIC I-A Regular Interest, (ii) in the case of the Class I-A2A Certificates, be expressed as the weighted average of the REMIC I-A Remittance Rate on REMIC I-A Regular Interest LT-2B, weighted on the basis of the Uncertificated Balance of such REMIC I-A Regular Interest, (iii) in the case of the Class I-A3A Certificates, be expressed as the weighted average of the REMIC I-A Remittance Rate on REMIC I-A Regular Interest LT-3B, weighted on the basis of the Uncertificated Balance of such REMIC I-A Regular Interest, (iv) in the case of the Class I-A4A Certificates, be expressed as the weighted average of the REMIC I-A Remittance Rate on REMIC I-A Regular Interest LT-4B, weighted on the basis of the Uncertificated Balance of such REMIC I-A Regular Interest, (v) in the case of the Class I-A5A Certificates, be expressed as the weighted average of the REMIC I-A Remittance Rate on REMIC I-A Regular Interest LT-5B, weighted on the basis of the Uncertificated Balance of such REMIC I-A Regular Interest and (vi) in the case of the Class I-A5B Certificates, be expressed as the weighted average of the REMIC I-A Remittance Rate on REMIC I-A Regular Interest LT-5B, weighted on the basis of the Uncertificated Balance of such REMIC I-A Regular Interest.

With respect to the Class I-A12B Certificates and any Distribution Date, the weighted average of the Net WAC Rate for the Group I-1 Mortgage Loans and the Net WAC Rate for the Group I-2 Mortgage Loans for such Distribution Date, weighted on the basis of the Senior Support Component for the related Loan Groups. For federal income tax purposes, the Class I-A12B Certificates shall be deemed to own the Class I-A12B1 Interest and the Class I-A12B2 Interest. For federal income tax purposes, the Pass-Through Rate shall be (x) with respect to the Class I-A12B1 Interest, the REMIC I-A Remittance Rate on REMIC I-A Regular Interest LT-1B, weighted on the basis of the Uncertificated Balance of such REMIC I-A Regular Interest and (y) with respect to the Class I-A12B2 Interest, the REMIC I-A Remittance Rate on REMIC I-A Regular Interest LT-2B, weighted on the basis of the Uncertificated Balance of such REMIC I-A Regular Interest.

With respect to the Class I-A34B Certificates and any Distribution Date, the weighted average of the Net WAC Rate for the Group I-3 Mortgage Loans and the Net WAC Rate for the Group I-4 Mortgage Loans for such Distribution Date, weighted on the basis of the Senior Support Component for the related Loan Groups. For federal income tax purposes, the Class I-A34B Certificates shall be deemed to own the Class I-A34B1 Interest and the Class I-A34B2 Interest. For federal income tax purposes, the Pass-Through Rate shall be (x) with respect to the Class I-A34B1 Interest, the REMIC I-A Remittance Rate on REMIC I-A Regular Interest LT-3B, weighted on the basis of the Uncertificated Balance of such REMIC I-A Regular Interest and (y) with respect to the Class I-A34B2 Interest, the REMIC I-A Remittance Rate on REMIC I-A Regular Interest LT-4B, weighted on the basis of the Uncertificated Balance of such REMIC I-A Regular Interest.

With respect to the Class I-R Certificates and the first Distribution Date, the Net WAC Rate for the Group I-1 Mortgage Loans for such Distribution Date. For federal income tax purposes, the equivalent of the foregoing shall be expressed as the weighted average of the REMIC I-A Remittance Rate on REMIC I-A Regular Interest LT-1B, weighted on the basis of the Uncertificated Balance of such REMIC I-A Regular Interest.

With respect to each class of Group I Subordinate Certificates and any Distribution Date, the related Subordinate Net WAC Rate for such Distribution Date. For federal income tax purposes, the equivalent of the foregoing shall be expressed as the weighted average of the REMIC I-A Remittance Rate on REMIC I-A Regular Interest LT-1A, REMIC I-A Regular Interest LT-2A, REMIC I-A Regular Interest LT-3A, REMIC I-A Regular Interest LT-4A and REMIC I-A Regular Interest LT-5A (subject to a cap and a floor equal to the REMIC I-A Remittance Rate on REMIC I-A Regular Interest LT-1B, REMIC I-A Regular Interest LT-2B, REMIC I-A Regular Interest LT-3B, REMIC I-A Regular Interest LT-4B and REMIC I-A Regular Interest LT-5B, respectively) weighted on the basis of the Uncertificated Balance of each such REMIC I-A Regular Interest.

The Class I-P Certificates shall have a Pass-Through Rate of 0.00% per annum and shall not be entitled to any distributions of interest.

With respect to the Group II Certificates and any Distribution Date, the Net WAC Rate for the Group II Mortgage Loans for such Distribution Date.

With respect to the Class II-R Certificates and the first Distribution Date, the Net WAC Rate for the Group II Mortgage Loans for such Distribution Date.

“Paying Agent”: Citibank, or its successor in interest, or any successor paying agent appointed as herein provided.

“Periodic Rate Cap”: With respect to each Adjustable-Rate Mortgage Loan and any Adjustment Date therefor, the fixed percentage set forth in the related Mortgage Note, which is the maximum amount by which the Mortgage Rate for such Mortgage Loan may increase or decrease (without regard to the Maximum Mortgage Rate or the Minimum Mortgage Rate) on such Adjustment Date from the Mortgage Rate in effect immediately prior to such Adjustment Date.

“Percentage Interest”: With respect to any Class of Certificates, the portion of the respective Class evidenced by such Certificate, expressed as a percentage, the numerator of which is the initial Certificate Principal Balance represented by such Certificate, and the denominator of which is the initial aggregate Certificate Principal Balance of all of the Certificates of such Class. The Book-Entry Certificates are issuable only in Percentage Interests corresponding to initial Certificate Principal Balances of $100,000 and integral multiples of $1.00 in excess thereof. The Private Certificates are issuable only in Percentage Interests corresponding to the initial Certificate Principal Balances of $100,000 and integral multiples of $1.00 in excess thereof; provided, however, that a single Certificate of each such Class of Certificates may be issued having a Percentage Interest corresponding to the remainder of the aggregate initial Certificate Principal Balance of such Class or to an otherwise authorized denomination for such Class plus such remainder. The Residual Certificates are issuable only in Percentage Interests of 20% and multiples thereof.

“Permitted Investments”: Any one or more of the following obligations or securities acquired at a purchase price of not greater than par, regardless of whether issued by the Depositor, the Master Servicer, the Trustee, the Paying Agent, the Authenticating Agent, the Certificate Registrar, the Trust Administrator or any of their respective Affiliates:

(i) direct obligations of, or obligations fully guaranteed as to timely payment of principal and interest by, the United States or any agency or instrumentality thereof, provided such obligations are backed by the full faith and credit of the United States;

(ii) demand and time deposits in, certificates of deposit of, or bankers’ acceptances (which shall each have an original maturity of not more than 90 days and, in the case of bankers’ acceptances, shall in no event have an original maturity of more than 365 days or a remaining maturity of more than 30 days) denominated in United States dollars and issued by, any Depository Institution;

(iii) repurchase obligations with respect to any security described in clause (i) above entered into with a Depository Institution (acting as principal);

(iv) securities bearing interest or sold at a discount that are issued by any corporation incorporated under the laws of the United States of America or any state thereof and that are rated by the Rating Agencies in its highest long-term unsecured rating category at the time of such investment or contractual commitment providing for such investment;

(v) commercial paper (including both non-interest-bearing discount obligations and interest-bearing obligations payable on demand or on a specified date not more than 30 days after the date of acquisition thereof) that is rated by the Rating Agencies in its highest short-term unsecured debt rating available at the time of such investment;

(vi) units of money market funds, including money market funds advised by the Trustee, the Trust Administrator or an Affiliate of either of them, that have been rated “AAA” by S&P and “Aaa” by Moody’s and in the highest rating category by Fitch if rated by Fitch; and

(vii) if previously confirmed in writing to the Master Servicer, the Trustee and the Trust Administrator, any other demand, money market or time deposit, or any other obligation, security or investment, as may be acceptable to the Rating Agencies as a permitted investment of funds backing securities having ratings equivalent to its highest initial rating of the Senior Certificates;

provided, however, that no instrument described hereunder shall evidence either the right to receive (a) only interest with respect to the obligations underlying such instrument or (b) both principal and interest payments derived from obligations underlying such instrument and the interest and principal payments with respect to such instrument provide a yield to maturity at par greater than 120% of the yield to maturity at par of the underlying obligations.

“Permitted Transferee”: Any Transferee of a Residual Certificate other than a Disqualified Organization or Non-United States Person.

“Person”: Any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

“P&I Advance”: As to any Mortgage Loan or REO Property, any advance made by the Master Servicer in respect of any Distribution Date pursuant to Section 4.03.

“PHH”: PHH Mortgage Corp., or its successor in interest.

“PHH Mortgage Loans”: The Mortgage Loans originated by PHH.

“Plan”: Any employee benefit plan or certain other retirement plans and arrangements, including individual retirement accounts and annuities, Xxxxx plans and bank collective investment funds and insurance company general or separate accounts in which such plans, accounts or arrangements are invested, that are subject to ERISA or Section 4975 of the Code.

“Prepayment Assumption”: A prepayment rate for the mortgage loans in Collateral Pool I of 25% CPR and a prepayment rate for the mortgage loans in Collateral Pool II of 250% of the prepayment speed assumption, or PSA. A CPR (Constant Prepayment Rate) represents an annualized constant assumed rate of prepayment each month of a pool of mortgage loans relative to its outstanding principal balance for the life of such pool. A prepayment assumption of 100% PSA assumes constant prepayment rates of 0.20% per annum of the then outstanding principal balance of the mortgage loans in the first month of the life of the mortgage loans and an additional 0.20% per annum in each month thereafter until the 30th month. Beginning in the 30th month and in each month thereafter during the life of the mortgage loans, 100% PSA assumes a constant prepayment rate of 6% per annum each month. As used in the tables entitled “Percent of Initial Certificate Principal Balance Outstanding, ” “0% PSA” assumes prepayment rates equal to 0% of PSA, or no prepayments. Correspondingly, “100% PSA” and “250% PSA” assumes prepayment rates equal to 100% of PSA and 250% of PSA, respectively, and so forth.

“Prepayment Interest Shortfall”: With respect to any Distribution Date, for each Mortgage Loan that was during the related Prepayment Period the subject of a Principal Prepayment in full or in part that was applied by the Master Servicer to reduce the outstanding principal balance of such loan on a date preceding the Due Date in the succeeding Prepayment Period, an amount equal to interest at the applicable Mortgage Loan Remittance Rate on the amount of such Principal Prepayment for the number of days commencing on the date on which the prepayment is applied and ending on the last day of the related Prepayment Period. The obligations of the Master Servicer in respect of any Prepayment Interest Shortfall are set forth in Section 3.24.

“Prepayment Period”: With respect to any Distribution Date, the calendar month preceding the calendar month in which such Distribution Date occurs.

“Primary Mortgage Insurance Policy”: Each primary policy of mortgage guaranty insurance in effect as represented in the Mortgage Loan Purchase Agreement and as so indicated on the Mortgage Loan Schedule, or any replacement policy therefor obtained by the Master Servicer or any Sub-Servicer pursuant to Section 3.13.

“Prime Rate”: The lesser of (i) the per annum rate of interest, publicly announced from time to time by JPMorgan Chase Bank, N.A. at its principal office in the City of New York, as its prime or base lending rate (any change in such rate of interest to be effective on the date such change is announced by JPMorgan Chase Bank, N.A.) and (ii) the maximum rate permissible under applicable usury or similar laws limiting interest rates.

“Principal Prepayment”: Any payment of principal made by the Mortgagor on a Mortgage Loan which is received in advance of its scheduled Due Date and which is not accompanied by an amount of interest representing the full amount of scheduled interest due on any Due Date in any month or months subsequent to the month of prepayment.

“Private Certificates”: The Class I-B4 Certificate, Class I-B5 Certificate or Class I- B6 Certificate, Class I-P Certificate, and the Group II Certificates.

“Purchase Price”: With respect to any Mortgage Loan or REO Property to be purchased pursuant to or as contemplated by Section 2.03 or Section 9.01, and as confirmed by an Officers’ Certificate from the Master Servicer to the Trustee and the Trust Administrator, an amount equal to the sum of: (i) 100% of the Stated Principal Balance thereof as of the date of purchase (or such other price as provided in Section 9.01), (ii) in the case of (x) a Mortgage Loan, accrued interest on such Stated Principal Balance at the applicable Mortgage Loan Remittance Rate in effect from time to time from the Due Date as to which interest was last covered by a payment by the Mortgagor or an advance by the Master Servicer, which payment or advance had as of the date of purchase been distributed pursuant to Section 4.01, through the end of the calendar month in which the purchase is to be effected, and (y) an REO Property, the sum of (1) accrued interest on such Stated Principal Balance at the applicable Mortgage Loan Remittance Rate in effect from time to time from the Due Date as to which interest was last covered by a payment by the Mortgagor or an advance by the Master Servicer through the end of the calendar month immediately preceding the calendar month in which such REO Property was acquired, plus (2) REO Imputed Interest for such REO Property for each calendar month commencing with the calendar month in which such REO Property was acquired and ending with the calendar month in which such purchase is to be effected, minus the total of all net rental income, Insurance Proceeds, Liquidation Proceeds and P&I Advances that as of the date of purchase had been distributed as or to cover REO Imputed Interest pursuant to Section 4.01, (iii) any unreimbursed Servicing Advances and P&I Advances and any unpaid Servicing Fees and Administration Fees allocable to such Mortgage Loan or REO Property; (iv) any amounts previously withdrawn from the Collection Account in respect of such Mortgage Loan or REO Property pursuant to Sections 3.11(a)(ix) and Section 3.16(b), and (v) in the case of a Mortgage Loan required to be purchased pursuant to Section 2.03, expenses incurred or to be incurred by the Trust Fund in respect of the breach or defect giving rise to the purchase obligation including any costs and damages incurred by the Trust Fund in connection with any violation of any predatory or abusive lending law with respect to the related Mortgage Loan.

“Qualified Insurer”: Any insurer which meets the requirements of Xxxxxx Xxx and Xxxxxxx Mac.

“Qualified Substitute Mortgage Loan”: A mortgage loan substituted for a Deleted Mortgage Loan pursuant to the terms of this Agreement which must, on the date of such substitution, (i) have an outstanding principal balance, after application of all scheduled payments of principal and interest due during or prior to the month of substitution, not in excess of the Scheduled Principal Balance of the Deleted Mortgage Loan as of the Due Date in the calendar month during which the substitution occurs, (ii) have a Mortgage Rate not less than (and not more than one percentage point in excess of) the Mortgage Rate of the Deleted Mortgage Loan, (iii) have a Maximum Mortgage Rate not less than the Maximum Mortgage Rate on the Deleted Mortgage Loan, (iv) have a Minimum Mortgage Rate not less than the Minimum Mortgage Rate of the Deleted Mortgage Loan, (v) have a Gross Margin equal to the Gross Margin of the Deleted Mortgage Loan, (vi) have a next Adjustment Date not more than two months later than the next Adjustment Date on the Deleted Mortgage Loan, (vii) be covered under a Primary Mortgage Insurance Policy if such Qualified Substitute Mortgage Loan has a Loan-to-Value Ratio in excess of 80% and the Deleted Mortgage Loan was covered by a Primary Mortgage Insurance Policy, (viii) have a remaining term to maturity not greater than (and not more than one year less than) that of the Deleted Mortgage Loan, (ix) have the same Due Date as the Due Date on the Deleted Mortgage Loan, (x) have a Loan-to-Value Ratio as of the date of substitution equal to or lower than the Loan-to-Value Ratio of the Deleted Mortgage Loan as of such date, (xi) [intentionally omitted]; and (xii) conform to each representation and warranty set forth in Section 6 of the Mortgage Loan Purchase Agreement applicable to the Deleted Mortgage Loan. In the event that one or more mortgage loans are substituted for one or more Deleted Mortgage Loans, the amounts described in clause (i) hereof shall be determined on the basis of aggregate principal balances, the Mortgage Rates described in clause (ii) hereof shall be determined on the basis of weighted average Mortgage Rates, the terms described in clause (viii) shall be determined on the basis of weighted average remaining terms to maturity, the Loan-to-Value Ratios described in clause (x) hereof shall be satisfied as to each such mortgage loan and, except to the extent otherwise provided in this sentence, the representations and warranties described in clause (xii) hereof must be satisfied as to each Qualified Substitute Mortgage Loan or in the aggregate, as the case may be.

“Quicken”: Quicken Loans Inc. or its successor in interest.

“Quicken Mortgage Loans”: The Mortgage Loans originated by Quicken.

“Rate/Term Refinancing”: A Refinanced Mortgage Loan, the proceeds of which are not in excess of the existing first mortgage loan on the related Mortgaged Property and related closing costs, and were used exclusively to satisfy the then existing first mortgage loan of the Mortgagor on the related Mortgaged Property and to pay related closing costs.

“Rating Agencies”: S&P, Xxxxx’x and Fitch or their successors. If such agencies or their successors are no longer in existence, the “Rating Agencies” shall be such nationally recognized statistical rating agencies, or other comparable Persons, designated by the Depositor, written notice of which designation shall be given to the Trustee, the Trust Administrator, the Paying Agent, the Authenticating Agent, the Certificate Registrar and the Master Servicer.

“Realized Loss”: With respect to each Mortgage Loan as to which a Final Recovery Determination has been made, an amount (not less than zero) equal to (i) the unpaid principal balance of such Mortgage Loan as of the commencement of the calendar month in which the Final Recovery Determination was made, plus (ii) accrued interest from the Due Date as to which interest was last paid by the Mortgagor through the end of the calendar month in which such Final Recovery Determination was made, calculated in the case of each calendar month during such period (A) at an annual rate equal to the annual rate at which interest was then accruing on such Mortgage Loan and (B) on a principal amount equal to the Stated Principal Balance of such Mortgage Loan as of the close of business on the Distribution Date during such calendar month, plus (iii) any amounts previously withdrawn from the Collection Account in respect of such Mortgage Loan pursuant to Section 3.11(a)(ix) and Section 3.16(b), minus (iv) the proceeds, if any, received in respect of such Mortgage Loan prior to the date such Final Recovery Determination was made, net of amounts that are payable therefrom to the Master Servicer with respect to such Mortgage Loan pursuant to Section 3.11(a)(iii).

With respect to any REO Property as to which a Final Recovery Determination has been made an amount (not less than zero) equal to (i) the unpaid principal balance of the related Mortgage Loan as of the date of acquisition of such REO Property on behalf of any REMIC, plus (ii) accrued interest from the Due Date as to which interest was last paid by the Mortgagor in respect of the related Mortgage Loan through the end of the calendar month immediately preceding the calendar month in which such REO Property was acquired, calculated in the case of each calendar month during such period (A) at an annual rate equal to the annual rate at which interest was then accruing on the related Mortgage Loan and (B) on a principal amount equal to the Stated Principal Balance of the related Mortgage Loan as of the close of business on the Distribution Date during such calendar month, plus (iii) REO Imputed Interest for such REO Property for each calendar month commencing with the calendar month in which such REO Property was acquired and ending with the calendar month that occurs during the Prepayment Period in which such Final Recovery Determination was made, plus (iv) any amounts previously withdrawn from the Collection Account in respect of the related Mortgage Loan pursuant to Section 3.11(a)(ix) and Section 3.16(b), minus (v) the aggregate of all Servicing Advances made by the Master Servicer in respect of such REO Property or the related Mortgage Loan (without duplication of amounts netted out of the rental income, Insurance Proceeds and Liquidation Proceeds described in clause (vi) below) and any unpaid Servicing Fees and unpaid Administration Fees for which the Master Servicer has been or, in connection with such Final Recovery Determination, will be reimbursed pursuant to Section 3.11(a)(iii) or Section 3.23 out of rental income, Insurance Proceeds and Liquidation Proceeds received in respect of such REO Property, minus (v) the total of all net rental income, Insurance Proceeds and Liquidation Proceeds received in respect of such REO Property that has been, or in connection with such Final Recovery Determination, will be transferred to the Distribution Account pursuant to Section 3.23.

With respect to each Mortgage Loan which has become the subject of a Deficient Valuation, the difference between the principal balance of the Mortgage Loan outstanding immediately prior to such Deficient Valuation and the principal balance of the Mortgage Loan as reduced by the Deficient Valuation.

With respect to each Mortgage Loan which has become the subject of a Debt Service Reduction, the portion, if any, of the reduction in each affected Monthly Payment attributable to a reduction in the Mortgage Rate imposed by a court of competent jurisdiction. Each such Realized Loss shall be deemed to have been incurred on the Due Date for each affected Monthly Payment.

“Record Date”: With respect to each Distribution Date and any Certificate, the last Business Day of the month immediately preceding the month in which such Distribution Date occurs.

“Reference Banks”: Deutsche Bank AG, Barclays’ Bank PLC, The Tokyo Mitsubishi Bank and National Westminster Bank PLC and their successors in interest; provided, however, that if any of the foregoing banks are not suitable to serve as a Reference Bank, then any leading banks selected by the Trustee which are engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established place of business in London and (ii) not controlling, under the control of or under common control with the Depositor or any Affiliate thereof.

“Refinanced Mortgage Loan”: A Mortgage Loan the proceeds of which were not used to purchase the related Mortgaged Property.

“Regular Certificate”: Any Senior Certificate or Subordinate Certificate.

“Regular Interest”: A “regular interest” in a REMIC within the meaning of Section 860G(a)(1) of the Code.

“Relief Act”: The Servicemembers Civil Relief Act, as amended.

“Relief Act Interest Shortfall”: With respect to any Distribution Date and any Mortgage Loan, any reduction in the amount of interest collectible on such Mortgage Loan for the most recently ended calendar month as a result of the application of the Relief Act.

“REMIC”: A “real estate mortgage investment conduit” within the meaning of Section 860D of the Code.

“REMIC I-A”: As defined in the Preliminary Statement.

“REMIC I-A Regular Interests”: The REMIC I-A Regular Interests, as set forth in the Preliminary Statement.

“REMIC I-A Remittance Rate”: With respect to REMIC I-A Regular Interest LT-1A, REMIC I-A Regular Interest LT-2A, REMIC I-A Regular Interest LT-3A, REMIC I-A Regular Interest LT-4A, REMIC I-A Regular Interest LT-5A and REMIC I-A Regular Interest LT-ZZZ, the weighted average of the Expense Adjusted Mortgage Rates of the Group I Mortgage Loans, weighted based on their principal balances as of the first day of the related Due Period. With respect to REMIC I-A Regular Interest LT-P, 0.000%. With respect to REMIC I-A Regular Interest LT-1B, REMIC I-A Regular Interest LT-2B, REMIC I-A Regular Interest LT-3B, REMIC I-A Regular Interest LT-4B and REMIC I-A Regular Interest LT-5B, the weighted average of the Expense Adjusted Mortgage Rates of the related Loan Group, weighted based on their principal balances as of the first day of the related Due Period.

“REMIC I-A Subordinated Balance Ratio”: The ratio among the Uncertificated Balances of each REMIC I-A Regular Interest ending with the designation “A”, equal to the ratio between, with respect to each such REMIC I-A Regular Interest, the excess of (x) the aggregate Stated Principal Balance of the Mortgage Loans in the related Loan Group over (y) the sum of (i) the current Certificate Principal Balance of the Senior Certificates relating to such Loan Group and (ii) the current Certificate Principal Balance of Senior Support Certificates relating to such Loan Group.

“REMIC II”: As defined in the Preliminary Statement.

“REMIC II Regular Interests”: The REMIC II Regular Interests, as set forth in the Preliminary Statement.

“Remittance Report”: A report in form and substance acceptable to the Trust Administrator and the Trustee prepared by the Master Servicer pursuant to Section 4.03 with such additions, deletions and modifications as agreed to by the Trustee, the Trust Administrator and the Master Servicer.

“Rents from Real Property”: With respect to any REO Property, gross income of the character described in Section 856(d) of the Code as being included in the term “rents from real property.”

“REO Account”: The account or accounts maintained by the Master Servicer in respect of an REO Property pursuant to Section 3.23.

“REO Disposition”: The sale or other disposition of an REO Property on behalf of any Trust REMIC.

“REO Imputed Interest”: As to any REO Property, for any calendar month during which such REO Property was at any time part of REMIC I-A or REMIC II, one month’s interest at the applicable Mortgage Loan Remittance Rate on the Stated Principal Balance of such REO Property (or, in the case of the first such calendar month, of the related Mortgage Loan if appropriate) as of the close of business on the Distribution Date in such calendar month.

“REO Property”: A Mortgaged Property acquired by the Master Servicer on behalf of the Trust Fund through foreclosure or deed-in-lieu of foreclosure, as described in Section 3.23.

“Request for Release”: A release signed by a Servicing Officer, in the form of Exhibit E attached hereto.

“Residential Dwelling”: Any one of the following: (i) an attached or detached one- family dwelling, (ii) a detached two- to four-family dwelling, (iii) a one-family dwelling unit in a Xxxxxx Xxx eligible condominium project, or (iv) a detached one-family dwelling in a planned unit development, none of which is a co-operative, mobile or manufactured home (as defined in 00 Xxxxxx Xxxxxx Code, Section 5402(6)).

“Residual Certificate”: Any one of the Class I-R Certificates or Class II-R Certificates.

“Residual Interest”: The sole class of “residual interests” in a REMIC within the meaning of Section 860G(a)(2) of the Code.

“Responsible Officer”: When used with respect to the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent, the President, any vice president, any assistant vice president, the Secretary, any assistant secretary, the Treasurer, any assistant treasurer, any trust officer or assistant trust officer, the Controller and any assistant controller or any other officer thereof customarily performing functions similar to those performed by any of the above designated officers and, with respect to a particular matter relating to this Agreement, to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject. When used with respect to the Trustee, any officer of the Trustee with direct responsibility for the administration of this Agreement and, with respect to a particular matter relating to this Agreement, to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject.

“Scheduled Principal Balance”: With respect to any Mortgage Loan: (a) as of the Cut-off Date, the outstanding principal balance of such Mortgage Loan as of such date, net of the principal portion of all unpaid Monthly Payments, if any, due on or before such date; (b) as of any Due Date subsequent to the Cut-off Date up to and including the Due Date in the calendar month in which a Liquidation Event occurs with respect to such Mortgage Loan, the Scheduled Principal Balance of such Mortgage Loan as of the Cut-off Date, minus the sum of (i) the principal portion of each Monthly Payment due on or before such Due Date but subsequent to the Cut-off Date, whether or not received, (ii) all Principal Prepayments received before such Due Date but after the Cut-off Date, (iii) the principal portion of all Liquidation Proceeds and Insurance Proceeds received before such Due Date but after the Cut-off Date, net of any portion thereof that represents principal due (without regard to any acceleration of payments under the related Mortgage and Mortgage Note) on a Due Date occurring on or before the date on which such proceeds were received and (iv) any Realized Loss incurred with respect thereto as a result of a Deficient Valuation occurring before such Due Date, but only to the extent such Realized Loss represents a reduction in the portion of principal of such Mortgage Loan not yet due (without regard to any acceleration of payments under the related Mortgage and Mortgage Note) as of the date of such Deficient Valuation; and (c) as of any Due Date subsequent to the occurrence of a Liquidation Event with respect to such Mortgage Loan, zero. With respect to any REO Property: (a) as of any Due Date subsequent to the date of its acquisition on behalf of the Trust Fund up to and including the Due Date in the calendar month in which a Liquidation Event occurs with respect to such REO Property, an amount (not less than zero) equal to the Scheduled Principal Balance of the related Mortgage Loan as of the Due Date in the calendar month in which such REO Property was acquired minus the principal portion of each Monthly Payment that would have become due on such related Mortgage Loan after such REO Property was acquired if such Mortgage Loan had not been converted to an REO Property; and (b) as of any Due Date subsequent to the occurrence of a Liquidation Event with respect to such REO Property, zero.

“Seller”: Citigroup Global Markets Realty Corp. or its successor in interest, in its capacity as seller under the Mortgage Loan Purchase Agreement.

“Senior Certificate”: Any Group I Senior Certificate or Group II Senior Certificate.

“Senior Percentage”: A Group I Senior Percentage or the Group II Senior Percentage, as applicable.

“Senior Prepayment Percentage”: The Group I Senior Prepayment Percentage or the Group II Senior Prepayment Percentage, as applicable.

“Senior Principal Distribution Amount”: For any Distribution Date and the Super Senior Certificates and Senior Support Certificates or Senior Support Components, as applicable, and the Class I-R Certificates relating to any Loan Group, an amount equal to the lesser of (i) the applicable Group I Available Distribution Amount, remaining after distribution of the related Senior Interest Distribution Amount and (ii) the sum of:

(a) the product of (x) the then-applicable related Senior Percentage and (y) the sum of the following:

(i) the aggregate of the principal portions of all Monthly Payments due during the related Due Period in respect of the related Mortgage Loans, whether or not received;

(ii) the principal portion of all Insurance Proceeds, Subsequent Recoveries and Liquidation Proceeds (other than amounts described in clause (c) below) received in respect of the related Mortgage Loans during the related Prepayment Period (other than any related Mortgage Loan that was purchased, sold or replaced pursuant to or as contemplated by Section 2.03 or Section 9.01 during the related Prepayment Period), net of any portion thereof that represents a recovery of principal for which an advance was made by the Master Servicer pursuant to Section 4.03 in respect of a preceding Distribution Date;

(iii) the Stated Principal Balance (calculated immediately prior to such Distribution Date) of each related Mortgage Loan that was purchased, sold or replaced pursuant to or as contemplated by Section 2.03 or Section 9.01 during the related Prepayment Period;

(iv) [reserved];

(v) in connection with the substitution of one or more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Loans in the related Loan Group pursuant to Section 2.03 during the related Prepayment Period, the excess, if any, of (A) the aggregate of the Stated Principal Balances (calculated as of the respective dates of substitution) of such Deleted Mortgage Loans, net of the aggregate of the principal portions of the Monthly Payments due during the related Prepayment Period (to the extent received from the related Mortgagor or advanced by the related Servicer and distributed pursuant to Section 4.01 on the Distribution Date in the related Prepayment Period) in respect of each such Deleted Mortgage Loan that was replaced prior to the Distribution Date in the related Prepayment Period, over (B) the aggregate of the Stated Principal Balances (calculated as of the respective dates of substitution) of such Qualified Substitute Mortgage Loans;

(b) the product of (x) the then-applicable related Senior Prepayment Percentage and (y) all Principal Prepayments received in respect of the related Mortgage Loans during the related Prepayment Period;

(c) with respect to any related Mortgage Loan which was the subject of a Final Recovery Determination in the related Prepayment Period, the lesser of (a) the then-applicable related Senior Prepayment Percentage multiplied by the net Liquidation Proceeds and Insurance Proceeds allocable to principal in respect of such Mortgage Loan and (b) the then-applicable related Senior Percentage multiplied by the Scheduled Principal Balance of the related Mortgage Loan at the time of such Final Recovery Determination;

(d) in the case of any Distribution Date subsequent to the initial Distribution Date, an amount equal to the excess, if any, of the amounts calculated pursuant to clauses (a), (b) and (c) above for the immediately preceding Distribution Date, over the aggregate distributions of principal made in respect of the related Class or Classes of Class A Certificates on such immediately preceding Distribution Date pursuant to Section 4.01 to the extent that any such amounts are not attributable to Realized Losses which were allocated to the related Subordinate Certificates pursuant to Section 4.04; and

(e) any Class A Principal Adjustment Amount (allocated among the Super Senior Certificates and Senior Support Certificates or Senior Support Component, as applicable, on a pro rata basis based on their respective Certificate Principal Balances or Component Principal Balances, as the case may be), if (i) the Subordination Test with respect to the related Subordinate Certificates has not been met with respect to such Distribution Date and (ii) there are Super Senior Certificates and Senior Support Certificates or Senior Support Component, as applicable, remaining outstanding relating to more than one Loan Group in such Collateral Pool.

For any Distribution Date and the Class A Certificates relating to Collateral Pool II, as applicable, an amount equal to the lesser of (i) the Group II Available Distribution Amount remaining after distribution of the related Senior Interest Distribution Amount and (ii) the sum of:

(a) the product of (x) the then-applicable related Senior Percentage and (y) the sum of the following:

(i) the aggregate of the principal portions of all Monthly Payments due during the related Due Period in respect of the related Mortgage Loans, whether or not received;

(ii) the principal portion of all Insurance Proceeds, Subsequent Recoveries and Liquidation Proceeds (other than amounts described in clause (c) below) received in respect of the related Mortgage Loans during the related Prepayment Period (other than any related Mortgage Loan that was purchased, sold or replaced pursuant to or as contemplated by Section 2.03 or Section 9.01 during the related Prepayment Period), net of any portion thereof that represents a recovery of principal for which an advance was made by the Master Servicer pursuant to Section 4.03 in respect of a preceding Distribution Date;

(iii) the Stated Principal Balance (calculated immediately prior to such Distribution Date) of each related Mortgage Loan that was purchased, sold or replaced pursuant to or as contemplated by Section 2.03 or Section 9.01 during the related Prepayment Period;

(iv) [reserved];

(v) in connection with the substitution of one or more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Loans in the related Collateral Pool pursuant to Section 2.03 during the related Prepayment Period, the excess, if any, of (A) the aggregate of the Stated Principal Balances (calculated as of the respective dates of substitution) of such Deleted Mortgage Loans, net of the aggregate of the principal portions of the Monthly Payments due during the related Prepayment Period (to the extent received from the related Mortgagor or advanced by the related Servicer and distributed pursuant to Section 4.01 on the Distribution Date in the related Prepayment Period) in respect of each such Deleted Mortgage Loan that was replaced prior to the Distribution Date in the related Prepayment Period, over (B) the aggregate of the Stated Principal Balances (calculated as of the respective dates of substitution) of such Qualified Substitute Mortgage Loans;

(b) the product of (x) the then-applicable related Senior Prepayment Percentage and (y) the Principal Prepayments received in respect of the related Mortgage Loans during the related Prepayment Period;

(c) with respect to any related Mortgage Loan which was the subject of a Final Recovery Determination in the related Prepayment Period, the least of (a) the then-applicable related Senior Prepayment Percentage multiplied by the net Liquidation Proceeds and Insurance Proceeds allocable to principal in respect of such Mortgage Loan; (b) the then-applicable related Senior Percentage multiplied by the Scheduled Principal Balance of the related Mortgage Loan at the time of such Final Recovery Determination; and (c) the principal portion of all amounts collected in connection with such a Final Recovery Determination; and

(d) in the case of any Distribution Date subsequent to the initial Distribution Date, an amount equal to the excess, if any, of the amounts calculated pursuant to clauses (a), (b) and (c) above for the immediately preceding Distribution Date, over the aggregate distributions of principal made in respect of the related Class or Classes of Class A Certificates on such immediately preceding Distribution Date pursuant to Section 4.01 to the extent that any such amounts are not attributable to Realized Losses which were allocated to the related Subordinate Certificates pursuant to Section 4.04.

“Senior Support Certificate”: The Class I-A12B Certificates, Class I-A34B Certificates and Class I-A5B Certificates. The Class I-A12B Certificates are comprised of the I-A1B Component and the I-A2B Component. The Class I-A34B Certificates are comprised of the I-A3B Component and the I-A4B Component. References herein to the “Senior Support Certificates or Senior Support Component, as applicable” shall mean, with respect to the Group I-1 Mortgage Loans, the I-A1B Component; with respect to the Group I-2 Mortgage Loans, the I-A2B Component; with respect to the Group I-3 Mortgage Loans, the I-A3B Component; with respect to the Group I-4 Mortgage Loans, the I-A4B Component; and with respect to the Group I-5 Mortgage Loans, the Class I-A5B Certificates.

“Senior Support Component”: The I-A1B Component, I-A2B Component, I-A3B Component and I-A4B Component. References herein to the “Senior Support Certificates or Senior Support Component, as applicable” shall mean, with respect to the Group I-1 Mortgage Loans, the I-A1B Component; with respect to the Group I-2 Mortgage Loans, the I-A2B Component; with respect to the Group I-3 Mortgage Loans, the I-A3B Component; with respect to the Group I-4 Mortgage Loans, the I-A4B Component; and with respect to the Group I-5 Mortgage Loans, the Class I-A5B Certificates.

“Servicing Account”: The account or accounts created and maintained pursuant to Section 3.09.

“Servicing Advances”: The reasonable “out-of-pocket” costs and expenses incurred by the Master Servicer in connection with a default, delinquency or other unanticipated event by the Master Servicer in the performance of its servicing obligations, including, but not limited to, the cost of (i) the preservation, restoration and protection of a Mortgaged Property, (ii) any enforcement or judicial proceedings, including foreclosures, in respect of a particular Mortgage Loan, including any expenses incurred in relation to any such proceedings that result from the Mortgage Loan being registered on the MERS System, (iii) the management (including reasonable fees in connection therewith) and liquidation of any REO Property, and (iv) the performance of its obligations under Section 3.01, Section 3.09, Section 3.13, Section 3.14, Section 3.16 and Section 3.23. The Master Servicer shall not be required to make any Servicing Advance in respect of a Mortgage Loan or REO Property that, in the good faith business judgment of the Master Servicer, would not be ultimately recoverable from related Insurance Proceeds or Liquidation Proceeds on such Mortgage Loan or REO Property as provided herein.

“Servicing Fee”: With respect to each Mortgage Loan and for any calendar month, an amount equal to one month’s interest (or in the event of any payment of interest which accompanies a Principal Prepayment in full made by the Mortgagor during such calendar month, interest for the number of days covered by such payment of interest) at the applicable Servicing Fee Rate on the same principal amount on which interest on such Mortgage Loan accrues for such calendar month. A portion of such Servicing Fee may be retained by any Sub-Servicer as its servicing compensation.

“Servicing Fee Rate”: The Servicing Fee Rate on the Group I Mortgage Loans will be equal to 0.250% per annum; and the Servicing Fee Rate on those serviced by Countrywide Home Loans Servicing LP will step-up from 0.250% to 0.375% on the initial Adjustment Date. The Servicing Fee Rate on the Group II Mortgage Loans will be equal to 0.250% per annum.

“Servicing Officer”: Any employee of the Master Servicer involved in, or responsible for, the administration and servicing of the Mortgage Loans, whose name appear on a list of Servicing Officers furnished by the Master Servicer to the Trustee, the Trust Administrator and the Depositor on the Closing Date, as such list may from time to time be amended.

“Single Certificate”: With respect to any Class of Certificates (other than any Class of Residual Certificates), a hypothetical Certificate of such Class evidencing a Percentage Interest for such Class corresponding to an initial Certificate Principal Balance of $1,000. With respect to the Residual Certificates, a hypothetical Certificate of such Class evidencing a 20% Percentage Interest in such Class.

“Special Hazard Amount”: For Collateral Pool I, initially an amount equal to $5,614,619. For Collateral Pool II, initially an amount equal to $468,469. As of each anniversary of the Cut-off Date, for any Collateral Pool the Special Hazard Amount shall equal the lesser of (i) the Special Hazard Amount on the immediately preceding anniversary of the Cut-off Date less the sum of all amounts allocated to the related Subordinate Certificates in respect of Special Hazard Losses on the related Mortgage Loans during such year and (ii) the related Adjustment Amount for such anniversary. After the Certificate Principal Balances of the related Subordinate Certificates are reduced to zero, the Special Hazard Amount for a Collateral Pool will be zero.

“Special Hazard Loss”: Any Realized Loss or portion thereof not in excess of the lesser of the cost of repair or replacement of a Mortgaged Property suffered by such Mortgaged Property by reason of damage caused by certain hazards (including earthquakes, mudflows, and, to a limited extent, floods) not insured against under the hazard insurance policies or fire or flood insurance policies required to be maintained in respect of such Mortgaged Property pursuant to Section 3.14, or by reason of the application of any co-insurance provision. Special Hazard Losses shall not include any Extraordinary Loss or any of the following:

(i) wear and tear, deterioration, rust or corrosion, mold, wet or dry rot; inherent vice or latent defect; animals, birds, vermin, insects;

(ii) smog, smoke, vapor, liquid or dust discharge from agricultural or industrial operations; pollution; contamination;

(iii) settling, subsidence, cracking, shrinkage, bulging or expansion of pavements, foundations, walls, floors, roofs or ceilings; and

(iv) errors in design, faulty workmanship or faulty materials, unless the collapse of the property or a part thereof ensues and then only for the ensuing loss.

“S&P”: Standard & Poor’s Ratings Services, a division of the XxXxxx-Xxxx Companies, Inc., or its successor in interest.

“Startup Day”: With respect to any Trust REMIC, the day designated as such pursuant to Section 10.01(b) hereof.

“Stated Principal Balance”: With respect to any Mortgage Loan: (a) as of any date of determination up to but not including the Distribution Date on which the proceeds, if any, of a Liquidation Event with respect to such Mortgage Loan would be distributed, the Scheduled Principal Balance of such Mortgage Loan as of the Cut-off Date, as shown in the Mortgage Loan Schedule, minus the sum of (i) the principal portion of each Monthly Payment due on a Due Date subsequent to the Cut-off Date, to the extent received from the Mortgagor or advanced by the Master Servicer and distributed pursuant to Section 4.01 on or before such date of determination, (ii) all Principal Prepayments received after the Cut-off Date, to the extent distributed pursuant to Section 4.01 on or before such date of determination, (iii) all Liquidation Proceeds and Insurance Proceeds applied by the Master Servicer as recoveries of principal in accordance with the provisions of Section 3.16, to the extent distributed pursuant to Section 4.01 on or before such date of determination, and (iv) any Realized Loss incurred with respect thereto as a result of a Deficient Valuation made during or prior to the Prepayment Period for the most recent Distribution Date coinciding with or preceding such date of determination; and (b) as of any date of determination coinciding with or subsequent to the Distribution Date on which the proceeds, if any, of a Liquidation Event with respect to such Mortgage Loan would be distributed, zero. With respect to any REO Property: (a) as of any date of determination up to but not including the Distribution Date on which the proceeds, if any, of a Liquidation Event with respect to such REO Property would be distributed, an amount (not less than zero) equal to the Stated Principal Balance of the related Mortgage Loan as of the date on which such REO Property was acquired on behalf of the Trust Fund, minus, the principal portion of Monthly Payments that would have become due on such related Mortgage Loan after such REO Property was acquired if such Mortgage Loan had not been converted to an REO Property, to the extent advanced by the Master Servicer and distributed pursuant to Section 4.01 on or before such date of determination; and (b) as of any date of determination coinciding with or subsequent to the Distribution Date on which the proceeds, if any, of a Liquidation Event with respect to such REO Property would be distributed, zero.

“Stayed Funds”: If the Master Servicer is the subject of a proceeding under the federal Bankruptcy Code and the making of a any payment required to be made under the terms of the Certificates and this Agreement is prohibited by Section 362 of the federal Bankruptcy Code, funds which are in the custody of the Master Servicer, a trustee in bankruptcy or a federal bankruptcy court and should have been the subject of such Remittance absent such prohibition.

“Subordinate Certificates”: The Group I Subordinate Certificates and the Group II Subordinate Certificates.

“Subordinate Net WAC Rate”: For any Distribution Date and the Group I Subordinate Certificates, a per annum rate equal to the weighted average (weighted in proportion to the results of subtracting, from the aggregate principal balance of the mortgage loans in each of Loan Group I-1, Loan Group I-2, Loan Group I-3, Loan Group I-4 and Loan Group I-5, the Certificate Balance of the related Super Senior Certificates and the Certificate Principal Balance of the related Senior Support Certificates, twenty percent of the Certificate Balance of the Class I-P Certificates and, from the aggregate principal balance of the mortgage loans in Loan Group I-1, the Certificate Balance of the Class I-R Certificates) of the weighted average Expense Adjusted Mortgage Rates of the Group I-1 Mortgage Loans, Group I-2 Mortgage Loans, Group I-3 Mortgage Loans, Group I-4 Mortgage Loans and Group I-5 Mortgage Loans. For federal income tax purposes, the equivalent of the foregoing shall be expressed as the weighted average of the REMIC I-A Remittance Rates on REMIC I-A Regular Interest LT-1A, REMIC I-A Regular Interest LT-2A, REMIC I-A Regular Interest LT-3A, REMIC I-A Regular Interest LT-4A and REMIC I-A Regular Interest LT-5A, weighted on the basis of the Uncertificated Balance of each such REMIC I-A Regular Interest.

“Subordinate Percentage”: A Group I Subordinate Percentage or the Group II Subordinate Percentage, as applicable.

“Subordinate Prepayment Percentage”: The Group I Subordinate Prepayment Percentage or the Group II Subordinate Prepayment Percentage, as applicable.

“Subordinate Principal Distribution Amount”: With respect to any Collateral Pool and for any Distribution Date, an amount equal to the lesser of (i) the related Available Distribution Amount or related Available Distribution Amounts, as the case may be, remaining after distribution of the Interest Distribution Amounts to the related Classes of Senior Certificates and the Interest Distribution Amounts to the related Classes of Subordinate Certificates and (ii) the aggregate of the sum of:

(a) the product of (x) the then-applicable related Subordinate Percentage and (y) the sum of the following:

(i) the aggregate of the principal portions of all Monthly Payments due during the related Due Period in respect of the related Mortgage Loans, whether or not received;

(ii) the principal portion of all Insurance Proceeds, Subsequent Recoveries and Liquidation Proceeds (other than amounts described in clause (c) below) received in respect of the related Mortgage Loans during the related Prepayment Period (other than any related Mortgage Loan that was purchased, sold or replaced pursuant to or as contemplated by Section 2.03 or Section 9.01 during the related Prepayment Period), net of any portion thereof that represents a recovery of principal for which an advance was made by the Master Servicer pursuant to Section 4.03 in respect of a preceding Distribution Date;

(iii) the Stated Principal Balance (calculated immediately prior to such Distribution Date) of each related Mortgage Loan that was purchased, sold or replaced pursuant to or as contemplated by Section 2.03 or Section 9.01 during the related Prepayment Period;

(iv) [reserved];

(v) in connection with the substitution of one or more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Loans in the related Collateral Pool pursuant to Section 2.03 during the related Prepayment Period, the excess, if any, of (A) the aggregate of the Stated Principal Balances (calculated as of the respective dates of substitution) of such Deleted Mortgage Loans, net of the aggregate of the related principal portions of the Monthly Payments due during the related Prepayment Period (to the extent received from the related Mortgagor or advanced by the related Servicer and distributed pursuant to Section 4.01 on the Distribution Date in the related Prepayment Period) in respect of each such Deleted Mortgage Loan that was replaced prior to the Distribution Date in the related Prepayment Period, over (B) the aggregate of the Stated Principal Balances (calculated as of the respective dates of substitution) of such Qualified Substitute Mortgage Loans;

(b) the product of (x) the then-applicable related Subordinate Prepayment Percentage and (y) the Principal Prepayments received in respect of the related Mortgage Loans during the related Prepayment Period;

(c) with respect to any related Mortgage Loans which were the subject of a Final Recovery Determination in the related Prepayment Period, the amount, if any, by which the net Liquidation Proceeds and Insurance Proceeds allocable to principal in respect of such Mortgage Loans exceed the amount distributable to the related Class A Certificates;

(d) in the case of any Distribution Date subsequent to the initial Distribution Date, an amount equal to the excess, if any, of the amounts calculated pursuant to clauses (a), (b) and (c) above for the immediately preceding Distribution Date, over the aggregate distributions of principal made in respect of the Subordinate Certificates on such immediately preceding Distribution Date pursuant to Section 4.01 to the extent that any such amounts are not attributable to Realized Losses that were allocated to the Subordinate Certificates pursuant to Section 4.04; and

(e) with respect to Subordinate Certificates relating to Collateral Pool I, any Class A Principal Adjustment Amount, if (i) the Subordination Test with respect to the related Subordinate Certificates has been met with respect to such Distribution Date and (ii) there are Class A Certificates remaining outstanding relating to more than one Loan Group in such Collateral Pool.

“Subordination Test”: With respect to Collateral Pool I, the Subordination Test will be met if the Group I Subordinate Percentage is equal to or greater than two times the initial Group I Subordinate Percentage.

“Sub-Servicer”: Any Person (i) with which the Master Servicer has entered into a Sub-Servicing Agreement and which meets the qualifications of a Sub-Servicer pursuant to Section 3.02 or (ii) in the case of each Initial Sub-Servicing Agreement, the related servicer thereunder.

“Sub-Servicing Account”: An account established by a Sub-Servicer which meets the requirements set forth in Section 3.08 and is otherwise acceptable to the Master Servicer.

“Sub-Servicing Agreement”: Either (i) the written contract between the Master Servicer and a Sub-Servicer relating to servicing and administration of certain Mortgage Loans as provided in Section 3.02 or (ii) any Initial Sub Servicing Agreement.

“Subsequent Recoveries”: As of any Distribution Date, amounts received by the Trust Fund (net of any related expenses permitted to be reimbursed to the related Sub-Servicer or the Master Servicer from such amounts under the related Sub-Servicing Agreement or hereunder) specifically related to a Mortgage Loan that was the subject of a liquidation or an REO Disposition prior to the related Prepayment Period that resulted in a Realized Loss.

“Substitution Shortfall Amount”: As defined in Section 2.03 hereof.

“Super Senior Certificates”: The Class I-A1A Certificates, Class I-A2A Certificates, Class I-A3A Certificates, Class I-A4A Certificates and Class I-A5A Certificates.

“Tax Returns”: The federal income tax return on Internal Revenue Service Form 1066, U.S. Real Estate Mortgage Investment Conduit Income Tax Return, including Schedule Q thereto, Quarterly Notice to Residual Interest Holders of REMIC Taxable Income or Net Loss Allocation, or any successor forms, to be filed on behalf of any Trust REMIC due to its classification as a REMIC under the REMIC Provisions, together with any and all other information reports or returns that may be required to be furnished to the Certificateholders or filed with the Internal Revenue Service or any other governmental taxing authority under any applicable provisions of federal, state or local tax laws.

“Termination Price”: As defined in Section 9.01.

“Terminator”: With respect to the termination of REMIC I-A, the Seller (provided that the Seller may at any time sell, assign or otherwise dispose of its right to be Terminator of REMIC I-A). With respect to the termination of REMIC II the Seller (provided that the Seller may at any time sell, assign or otherwise dispose of its right to be Terminator of REMIC II).

“Transfer”: Any direct or indirect transfer, sale, pledge, hypothecation, or other form of assignment of any Ownership Interest in a Certificate.

“Transferee”: Any Person who is acquiring by Transfer any Ownership Interest in a Certificate.

“Transferor”: Any Person who is disposing by Transfer of any Ownership Interest in a Certificate.

“Trigger Amount”: The Trigger Amount for Collateral Pool I and for any Distribution Date occurring after the first seven years from the Closing Date will be as follows: for any Distribution Date on or after the seventh and prior to the eighth anniversary of the first Distribution Date, 30% of the initial sum of the Certificate Principal Balances of the related Subordinate Certificates; for any Distribution Date on or after the eighth and prior to the ninth anniversary of the first Distribution Date, 35% of the initial sum of the Certificate Principal Balances of the related Subordinate Certificates; for any Distribution Date on or after the ninth and prior to the tenth anniversary of the first Distribution Date, 40% of the initial sum of the Certificate Principal Balances of the related Subordinate Certificates; for any Distribution Date on or after the tenth and prior to the eleventh anniversary of the first Distribution Date, 45% of the initial sum of the Certificate Principal Balances of the related Subordinate Certificates; and for any Distribution Date on or after the eleventh anniversary of the first Distribution Date, 50% of the initial sum of the Certificate Principal Balances of the related Subordinate Certificates.

The Trigger Amount for Collateral Pool II and for any Distribution Date occurring after the first five years from the Closing Date will be as follows: for any Distribution Date on or after the fifth and prior to the sixth anniversary of the first Distribution Date, 30% of the initial sum of the Certificate Principal Balances of the related Subordinate Certificates; for any Distribution Date on or after the sixth and prior to the seventh anniversary of the first Distribution Date, 35% of the initial sum of the Certificate Principal Balances of the related Subordinate Certificates; for any Distribution Date on or after the seventh and prior to the eighth anniversary of the first Distribution Date, 40% of the initial sum of the Certificate Principal Balances of the related Subordinate Certificates; for any Distribution Date on or after the eighth and prior to the ninth anniversary of the first Distribution Date, 45% of the initial sum of the Certificate Principal Balances of the related Subordinate Certificates; and for any Distribution Date on or after the ninth anniversary of the first Distribution Date, 50% of the initial sum of the Certificate Principal Balances of the related Subordinate Certificates.

“Trust Administrator”: CitiMortgage, Inc., or its successor in interest, or any successor trust administrator appointed as herein provided.

“Trust Fund”: Collectively, all of the assets of REMIC I-A, REMIC I-B and REMIC II.

“Trustee”: U.S. Bank National Association, or its successor in interest, or any successor trustee appointed as herein provided.

“Trust REMIC”: Each of REMIC I-A, REMIC I-B and REMIC II.

“Uncertificated Balance”: The amount of any REMIC Regular Interest outstanding as of any date of determination. As of the Closing Date, the Uncertificated Balance of each such REMIC Regular Interest shall equal the amount set forth in the Preliminary Statement hereto as its initial Uncertificated Balance. On each Distribution Date, the Uncertificated Balance of each such REMIC Regular Interest shall be reduced by all distributions of principal made on such REMIC Regular Interest on such Distribution Date pursuant to Section 4.08 and, if and to the extent necessary and appropriate, shall be further reduced on such Distribution Date by Realized Losses as provided in Section 4.04.

“Undercollateralized Amount”: As to any Distribution Date and any Loan Group within Collateral Pool I, the excess, if any, of the Certificate Principal Balance of the related Class A Certificates immediately prior to such Distribution Date over the sum of (i) the aggregate Scheduled Principal Balance of the related Mortgage Loans plus (ii) the aggregate Scheduled Principal Balance of the REO Properties in the related Loan Group, in each case before reduction for any Realized Losses on such Distribution Date.

“Undercollateralized Loan Group”: With respect to the Class A Certificates relating to Collateral Pool I, as to any Distribution Date, any Loan Group within such Collateral Pool for which an Undercollateralized Amount greater than zero is calculated.

“Uninsured Cause”: Any cause of damage to a Mortgaged Property such that the complete restoration of such property is not fully reimbursable by the hazard insurance policies required to be maintained pursuant to Section 3.14.

“United States Person”: A citizen or resident of the United States, a corporation, partnership or other entity created or organized in, or under the laws of, the United States, any State thereof or the District of Columbia (except, in the case of a partnership, to the extent provided in regulations); provided that, for purposes solely of the restrictions on the transfer of the Class R Certificates, no partnership or other entity treated as a partnership for United States federal income tax purposes shall be treated as a United States Person unless all persons that own an interest in such partnership either directly or through any entity that is not a corporation for United States federal income tax purposes are required by the applicable operative agreement to be United States Persons, or an estate whose income is subject to United States federal income tax regardless of its source, or a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States Persons have the authority to control all substantial decisions of the trust. To the extent prescribed in regulations by the Secretary of the Treasury, a trust which was in existence on August 20, 1996 (other than a trust treated as owned by the grantor under subpart E of part I of subchapter J of chapter 1 of the Code), and which was treated as a United States person on August 20, 1996 may elect to continue to be treated as a United States person notwithstanding the previous sentence. The term “United States” shall have the meaning set forth in Section 7701 of the Code.

“Value”: With respect to any Mortgaged Property, the value thereof as determined by an appraisal made for the originator of the Mortgage Loan at the time of origination of the Mortgage Loan or such other value assigned to such Mortgaged Property by the originator at the time of origination of the Mortgage Loan.

“Voting Rights”: The portion of the voting rights of all of the Certificates which is allocated to any Certificate. At all times during the term of this Agreement, (i) 99% of all of the Voting Rights relating to Collateral Pool I or Collateral Pool II shall be allocated to the Holders of the related Classes of Regular Certificates (other than the related Residual Certificates) in proportion to their then outstanding Certificate Principal Balances and (ii) 1% of all Voting Rights relating to such Collateral Pool will be allocated among the Holders of the related Residual Certificates. All Voting Rights allocated to any Holders of any Class of Certificates relating to Collateral Pool I or Collateral Pool II shall be allocated among the Holders of the Certificates of such Class pro rata in accordance with the respective Percentage Interests evidenced thereby.

“Washington Mutual”: Washington Mutual Bank, or its successor in interest.

“Washington Mutual Mortgage Loans”: The Mortgage Loans originated by Washington Mutual.

“Xxxxx Fargo”: Xxxxx Fargo Bank, N.A., as successor in interest to Xxxxx Fargo Home Mortgage, Inc., or its successor in interest.

“Xxxxx Mortgage Loans”: The Mortgage Loans originated by Xxxxx Fargo.

SECTION 1.02 Allocation of Certain Interest Shortfalls.

The aggregate amount of any Prepayment Interest Shortfalls (to the extent not covered by payments by the Master Servicer pursuant to Section 3.24) and any Relief Act Interest Shortfalls incurred in respect of the Mortgage Loans in a Collateral Pool for any Distribution Date shall be allocated among the related Certificates (other than the Class I-P Certificates) pro rata in accordance with, and to the extent of one month’s interest at the Pass Through Rate on the respective Certificate Principal Balance of such Certificate immediately prior to such Distribution Date. The aggregate amount of any Prepayment Interest Shortfalls (to the extent not covered by payments by the Master Servicer pursuant to Section 3.24) and any Relief Act Interest Shortfalls incurred in respect of the Mortgage Loans in Collateral Pool I for any Distribution Date shall be allocated among the REMIC I-A Regular Interests (other than the REMIC I-A Regular Interest LT-P) pro rata in accordance with, and to the extent of one month’s interest at the REMIC I-A Remittance Rate on the respective Uncertificated Balance of such REMIC I-A Regular Interest immediately prior to such Distribution Date.

ARTICLE II

CONVEYANCE OF MORTGAGE LOANS;

ORIGINAL ISSUANCE OF CERTIFICATES

SECTION 2.01 Conveyance of Mortgage Loans.

The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Mortgage Loan Purchase Agreement (except Section 18 thereof), and all other assets included or to be included in REMIC I-A and REMIC II. Such assignment includes all interest and principal received by the Depositor or the Master Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date). The Depositor herewith delivers to the Trustee an executed copy of the Mortgage Loan Purchase Agreement, and the Trustee, on behalf of the Certificateholders, acknowledges receipt of the same.

In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with, the Trustee or a Custodian on its behalf, the following documents or instruments (a “Mortgage File”) with respect to each Mortgage Loan so transferred and assigned:

(i) The Mortgage Note, endorsed by manual or facsimile signature without recourse by the Originator or an Affiliate of the Originator in blank or to the Trustee showing a complete chain of endorsements from the named payee to the Trustee or from the named payee to the Affiliate of the Originator and from such Affiliate to the Trustee;

(ii) The original recorded Mortgage, noting the presence of the MIN of the Mortgage Loan and language indicating that the Mortgage Loan is a MOM Loan if the Mortgage Loan is a MOM Loan, with evidence of recording thereon or a copy of the Mortgage certified by the public recording office in those jurisdictions where the public recording office retains the original;

(iii) Unless the Mortgage Loan is registered on the MERS® System, an assignment to the Trustee in recordable form of the Mortgage which may be included, where permitted by local law, in a blanket assignment or assignments of the Mortgage to the Trustee, including any intervening assignments and showing a complete chain of title from the original mortgagee named under the Mortgage to the Person assigning the Mortgage Loan to the Trustee (or to MERS, noting the presence of the MIN, if the Mortgage Loan is registered on the MERS® System);

(iv) Any original assumption, modification, buydown or conversion-to- fixed-interest-rate agreement applicable to the Mortgage Loan;

(v) With respect to any Mortgage Loan listed on the Mortgage Loan Schedule as subject to a Primary Mortgage Insurance Policy, the original Primary Mortgage Insurance Policy or certificate or a copy thereof;

(vi) The original or a copy of the title insurance policy (which may be a certificate or a short form policy relating to a master policy of title insurance) pertaining to the Mortgaged Property, or in the event such original title policy is unavailable, a copy of the preliminary title report and the lender’s recording instructions, with the original to be delivered within 180 days of the Closing Date or an attorney’s opinion of title in jurisdictions where such is the customary evidence of title; and

(v) if such Mortgage Loan is a Buydown Mortgage Loan (as shown in the Mortgage Loan Schedule), the original Buydown Agreement or a copy thereof.

In instances where an original recorded Mortgage cannot be delivered by the Depositor to the Trustee (or a Custodian on behalf of the Trustee) prior to or concurrently with the execution and delivery of this Agreement, due to a delay in connection with the recording of such Mortgage, the Depositor may, (a) in lieu of delivering such original recorded Mortgage referred to in clause (ii) above, deliver to the Trustee (or a Custodian on behalf of the Trustee) a copy thereof, provided that the Depositor certifies that the original Mortgage has been delivered to a title insurance company for recordation after receipt of its policy of title insurance or binder therefor (which may be a certificate relating to a master policy of title insurance), and (b) in lieu of delivering the completed assignment in recordable form referred to in clause (iii) above to the Trustee (or a Custodian on behalf of the Trustee), deliver such assignment to the Trustee (or a Custodian on behalf of the Trustee) completed except for recording information. In all such instances, the Depositor will deliver the original recorded Mortgage and completed assignment (if applicable) to the Trustee (or a Custodian on behalf of the Trustee) promptly upon receipt of such Mortgage. In instances where an original recorded Mortgage has been lost or misplaced, the Depositor or the related title insurance company may deliver, in lieu of such Mortgage, a copy of such Mortgage bearing recordation information and certified as true and correct by the office in which recordation thereof was made. In instances where the original or a copy of the title insurance policy referred to in clause (vi) above (which may be a certificate relating to a master policy of title insurance) pertaining to the Mortgaged Property relating to a Mortgage Loan cannot be delivered by the Depositor to the Trustee (or a Custodian on behalf of the Trustee) prior to or concurrently with the execution and delivery of this Agreement because such policy is not yet available, the Depositor may, in lieu of delivering the original or a copy of such title insurance referred to in clause (vi) above, deliver to the Trustee (or a Custodian on behalf of the Trustee) a binder with respect to such policy (which may be a certificate relating to a master policy of title insurance) and deliver the original or a copy of such policy (which may be a certificate relating to a master policy of title insurance) to the Trustee (or a Custodian on behalf of the Trustee) within 180 days of the Closing Date, in instances where an original assumption, modification, buydown or conversion-to-fixed- interest-rate agreement cannot be delivered by the Depositor to the Trustee (or a Custodian on behalf of the Trustee) prior to or concurrently with the execution and delivery of this Agreement, the Depositor may, in lieu of delivering the original of such agreement referred to in clause (iv) above, deliver a certified copy thereof.

To the extent not already recorded, except with respect to any Mortgage Loan for which MERS is identified on the Mortgage or on a properly recorded assignment of the Mortgage as the mortgagee of record, the Master Servicer, at the expense of the Seller shall promptly (and in no event later than five Business Days following the later of the Closing Date and the date of receipt by the Master Servicer of the recording information for a Mortgage) submit or cause to be submitted for recording, at no expense to any Trust REMIC, in the appropriate public office for real property records, each Assignment delivered to it pursuant to (iii) above. In the event that any such Assignment is lost or returned unrecorded because of a defect therein, the Master Servicer, at the expense of the Seller, shall promptly prepare or cause to be prepared a substitute Assignment or cure or cause to be cured such defect, as the case may be, and thereafter cause each such Assignment to be duly recorded. Notwithstanding the foregoing, but without limiting the requirement that such Assignments be in recordable form, neither the Master Servicer nor the Trustee shall be required to submit or cause to be submitted for recording any Assignment delivered to it or a Custodian pursuant to (iii) above if such recordation shall not, as of the Closing Date, be required by the Rating Agencies, as a condition to their assignment on the Closing Date of their initial ratings to the Certificates, as evidenced by the delivery by the Rating Agencies of their ratings letters on the Closing Date; provided, however, notwithstanding the foregoing, the Master Servicer shall submit each Assignment for recording, at no expense to the Trust Fund or the Master Servicer, upon the earliest to occur of: (A) reasonable direction by Holders of Certificates entitled to at least 25% of the Voting Rights, (B) the occurrence of a Master Servicer Event of Termination, (C) the occurrence of a bankruptcy, insolvency or foreclosure relating to the Seller, (D) the occurrence of a servicing transfer as described in Section 7.02 of this Agreement and (E) with respect to any one Assignment the occurrence of a foreclosure relating to the Mortgagor under the related Mortgage. Notwithstanding the foregoing, if the Seller fails to pay the cost of recording the Assignments, such expense will be paid by the Master Servicer and the Master Servicer shall be reimbursed for such expenses by the Trust as set forth herein.

In connection with the assignment of any Mortgage Loan registered on the MERS System, the Depositor further agrees that it will cause, within 30 Business Days after the Closing Date, the MERS System to indicate that such Mortgage Loans have been assigned by the Depositor to the Trustee in accordance with this Agreement for the benefit of the Certificateholders by including in such computer files (a) the code in the field which identifies the specific Trustee and (b) the code in the field “Pool Field” which identifies the series of the Certificates issued in connection with such Mortgage Loans. The Depositor further agrees that it will not, and will not permit the Master Servicer to, and the Master Servicer agrees that it will not and will not permit a Sub-Servicer to, alter the codes referenced in this paragraph with respect to any Mortgage Loan during the term of this Agreement unless and until such Mortgage Loan is repurchased in accordance with the terms of this Agreement.

With respect to a maximum of approximately 5.00% of the Original Mortgage Loans, by outstanding principal balance of the Original Mortgage Loans as of the Cut-off Date, if any original Mortgage Note referred to in (i) above cannot be located, the obligations of the Depositor to deliver such documents shall be deemed to be satisfied upon delivery to the Trustee (or a Custodian on behalf of the Trustee) of a photocopy of such Mortgage Note, if available, with a lost note affidavit. If any of the original Mortgage Notes for which a lost note affidavit was delivered to the Trustee (or a Custodian on behalf of the Trustee) is subsequently located, such original Mortgage Note shall be delivered to the Trustee (or a Custodian on behalf of the Trustee) within three Business Days.

The Depositor shall deliver or cause to be delivered to the Trustee (or a Custodian on behalf of the Trustee) promptly upon receipt thereof any other original documents constituting a part of a Mortgage File received with respect to any Mortgage Loan, including, but not limited to, any original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan.

All original documents relating to the Mortgage Loans that are not delivered to the Trustee (or a Custodian on behalf of the Trustee) are and shall be held by or on behalf of the Seller, the Depositor or the Master Servicer, as the case may be, in trust for the benefit of the Trustee on behalf of the Certificateholders. In the event that any such original document is required pursuant to the terms of this Section to be a part of a Mortgage File, such document shall be delivered promptly to the Trustee (or a Custodian on behalf of the Trustee). Any such original document delivered to or held by the Depositor that is not required pursuant to the terms of this Section to be a part of a Mortgage File, shall be delivered promptly to the Master Servicer.

Wherever it is provided in this Section 2.01 that any document, evidence or information relating to a Mortgage Loan be delivered or supplied to the Trustee, the Depositor shall do so by delivery thereof to the Trustee or Custodian on behalf of the Trustee.

It is agreed and understood by the parties hereto that it is not intended that any Mortgage Loan to be included in the Trust Fund be (i) a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003, (ii) a “High-Cost Home Loan” as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, (iii) a “High-Cost Home Mortgage Loan” as defined in the Massachusetts Predatory Home Loan Practices Act effective November 7, 2004 or (iv) a “High Cost Home Loan” as defined in the Indiana Home Loan Practices Act effective January 1, 2005. It is agreed and understood by the parties hereto that it is not intended that any Mortgage Loan to be included in the Trust Fund not comply in all material respects with applicable local, state and federal laws, including, but not limited to, all applicable predatory and abusive lending laws.

SECTION 2.02 Acceptance of the Trust Fund by the Trustee.

Subject to the provisions of Section 2.01 and subject to any exceptions noted on an exception report delivered by or on behalf of the Trustee, the Trustee acknowledges receipt of the documents referred to in Section 2.01 (other than such documents described in Section 2.01(iv)) and all other assets included in the definition of “Trust Fund” and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of “Trust Fund” in trust for the exclusive use and benefit of all present and future Certificateholders.

The Trustee, by execution and delivery hereof, acknowledges receipt, subject to the review described in the succeeding sentence, of the documents and other property referred to in Section 2.01 and declares that the Trustee (or a Custodian on behalf of the Trustee) holds and will hold such documents and other property, including property yet to be received in the Trust Fund, in trust, upon the trusts herein set forth, for the benefit of all present and future Certificateholders. The Trustee or the Custodian on its behalf shall, for the benefit of the Trustee and the Certificateholders, review each Mortgage File within 90 days after execution and delivery of this Agreement, to ascertain that all required documents have been executed, received and recorded, if applicable, and that such documents relate to the Mortgage Loans. If in the course of such review the Trustee or the Custodian on its behalf finds a document or documents constituting a part of a Mortgage File to be defective in any material respect, the Trustee or the Custodian on its behalf shall promptly so notify the Depositor, the Trust Administrator, the Paying Agent, the Seller, the Master Servicer and, if such notice is from the Custodian on the Trustee’s behalf, the Trustee. In addition, upon the discovery by the Depositor, the Master Servicer, the Trust Administrator, the Paying Agent or the Trustee of a breach of any of the representations and warranties made by the Seller in the Mortgage Loan Purchase Agreement in respect of any Mortgage Loan which materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties.

The Depositor and the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law.

The Trustee may, concurrently with the execution and delivery hereof or at any time thereafter, enter into a custodial agreement with a Custodian pursuant to which the Trustee appoints a Custodian to hold the Mortgage Files on behalf of the Trustee for the benefit of the Trustee and all present and future Certificateholders, which may provide that the Custodian shall, on behalf of the Trustee, conduct the review of each Mortgage File required under the first paragraph of this Section 2.02. Initially, Citibank West, FSB is appointed as Custodian with respect to the Mortgage Files of all the Mortgage Loans and, notwithstanding anything to the contrary herein, it is understood that such initial Custodian shall be responsible for the review contemplated in the second paragraph of this Section 2.02 and for all other functions relating to the receipt, review, reporting and certification provided for herein with respect to the Mortgage Files (other than ownership thereof for the benefit of the Certificateholders and related duties and obligations set forth herein).

SECTION 2.03 Repurchase or Substitution of Mortgage Loans by the Seller or the Depositor.

(a) Upon discovery or receipt of notice by the Depositor, the Master Servicer, the Trust Administrator or the Trustee of any materially defective document in, or that a document is missing from, a Mortgage File or of the breach by the Seller of any representation, warranty or covenant under the Mortgage Loan Purchase Agreement in respect of any Mortgage Loan which materially adversely affects the value of such Mortgage Loan or the interest therein of the Certificateholders, the party so discovering or receiving notice shall promptly notify the other parties to this Agreement, and the Trustee thereupon shall promptly notify the Seller of such defect, missing document or breach and request that the Seller deliver such missing document or cure such defect or breach within 90 days from the date the Seller was notified of such missing document, defect or breach, and if the Seller does not deliver such missing document or cure such defect or breach in all material respects during such period, the Trustee shall enforce the obligations of the Seller under the Mortgage Loan Purchase Agreement (i) to repurchase such Mortgage Loan from REMIC I-A or REMIC II at the Purchase Price within 90 days after the date on which the Seller was notified (subject to Section 2.03(e)) of such missing document, defect or breach, and (ii) to indemnify the Trust Fund in respect of such missing document, defect or breach, in the case of each of (i) and (ii), if and to the extent that the Seller is obligated to do so under the Mortgage Loan Purchase Agreement. The Purchase Price for the repurchased Mortgage Loan and any indemnification shall be remitted by the Seller to the Master Servicer for deposit into the Collection Account, and the Trust Administrator, upon receipt of written notice from the Master Servicer of such deposit, shall give written notice to the Trustee that such deposit has taken place and the Trustee shall release (or cause the Custodian to release on its behalf) to the Seller the related Mortgage File, and the Trustee and the Trust Administrator shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as the Seller shall furnish to it and as shall be necessary to vest in the Seller any Mortgage Loan released pursuant hereto, and the Trustee and the Trust Administrator shall have no further responsibility with regard to such Mortgage File. In furtherance of the foregoing, if the Seller is not a member of MERS and repurchases a Mortgage Loan which is registered on the MERS System, the Seller pursuant to the Mortgage Loan Purchase Agreement at its own expense and without any right of reimbursement, shall cause MERS to execute and deliver an assignment of the Mortgage in recordable form to transfer the Mortgage from MERS to the Seller and shall cause such Mortgage to be removed from registration on the MERS System in accordance with MERS rules and regulations. In lieu of repurchasing any such Mortgage Loan as provided above, if so provided in the Mortgage Loan Purchase Agreement the Seller may cause such Mortgage Loan to be removed from REMIC I-A or REMIC II (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans in the manner and subject to the limitations set forth in Section 2.03(d). It is understood and agreed that the obligation of the Seller to cure or to repurchase (or to substitute for) any Mortgage Loan as to which a document is missing, a material defect in a constituent document exists or as to which such a breach has occurred and is continuing, and if and to the extent provided in the Mortgage Loan Purchase Agreement to perform any applicable indemnification obligations with respect to any such omission, defect or breach, as provided in the Mortgage Loan Purchase Agreement, shall constitute the only remedies respecting such omission, defect or breach available to the Trustee or the Trust Administrator on behalf of the Certificateholders.

(b) Reserved.

(c) Within 90 days of the earlier of discovery by the Master Servicer or receipt of notice by the Master Servicer of the breach of any representation, warranty or covenant of the Master Servicer set forth in Section 2.05 which materially and adversely affects the interests of the Certificateholders in any Mortgage Loan, the Master Servicer shall cure such breach in all material respects.

(d) Any substitution of Qualified Substitute Mortgage Loans for Deleted Mortgage Loans made pursuant to Section 2.03(a) must be effected prior to the date which is two years after the Startup Day for REMIC I-A or REMIC II.

As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, such substitution shall be effected by the Seller delivering to the Trustee (or to the Custodian on behalf of the Trustee, as applicable), for such Qualified Substitute Mortgage Loan or Loans, the Mortgage Note, the Mortgage, the Assignment in blank or to the Trustee, and such other documents and agreements, with all necessary endorsements thereon, as are required by Section 2.01, together with an Officers’ Certificate providing that each such Qualified Substitute Mortgage Loan satisfies the definition thereof and specifying the Substitution Shortfall Amount (as described below), if any, in connection with such substitution. The Custodian on its behalf and on behalf of the Trustee shall, for the benefit of the Certificateholders, review each Mortgage File within 90 days after execution and delivery of this Agreement, to ascertain that all required documents have been executed, received and recorded, if applicable, and that such documents relate to the Mortgage Loans. If in the course of such review the Trustee or the Custodian on its behalf finds a document or documents constituting a part of a Mortgage File to be defective in any material respect, the Trustee or the Custodian on its behalf shall promptly so notify the Depositor, the Trust Administrator, the Seller and the Master Servicer. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution are not part of the Trust Fund and will be retained by the Seller. For the month of substitution, distributions to Certificateholders will reflect the Monthly Payment due on such Deleted Mortgage Loan on or before the Due Date in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. The Trust Administrator shall give or cause to be given written notice to the Trustee and the Certificateholders that such substitution has taken place, and the Trust Administrator shall amend or cause the Custodian to amend the Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan from the terms of this Agreement and the substitution of the Qualified Substitute Mortgage Loan or Loans and, upon receipt thereof, shall deliver a copy of such amended Mortgage Loan Schedule to the Master Servicer. Upon such substitution, such Qualified Substitute Mortgage Loan or Loans shall constitute part of the Mortgage Pool and shall be subject in all respects to the terms of this Agreement and the Mortgage Loan Purchase Agreement (including all applicable representations and warranties thereof included in the Mortgage Loan Purchase Agreement), in each case as of the date of substitution.

For any month in which the Seller substitutes one or more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Master Servicer will determine the amount (the “Substitution Shortfall Amount”), if any, by which the aggregate Purchase Price of all such Deleted Mortgage Loans exceeds the aggregate of, as to each such Qualified Substitute Mortgage Loan, the Scheduled Principal Balance thereof as of the date of substitution, together with one month’s interest on such Scheduled Principal Balance at the applicable Mortgage Loan Remittance Rate. On the date of such substitution, the Trustee will monitor the obligation of the Seller to deliver or cause to be delivered, and shall request that such delivery be to the Master Servicer for deposit in the Collection Account, an amount equal to the Substitution Shortfall Amount, if any, and the Trustee (or the Custodian on behalf of the Trustee, as applicable), upon receipt of the related Qualified Substitute Mortgage Loan or Loans and written notice given by the Master Servicer of such deposit, shall release to the Seller the related Mortgage File or Files and the Trustee and the Trust Administrator shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as the Seller shall deliver to it and as shall be necessary to vest therein any Deleted Mortgage Loan released pursuant hereto.

In addition, the Seller shall obtain at its own expense and deliver to the Trustee and the Trust Administrator an Opinion of Counsel to the effect that such substitution will not cause (a) any federal tax to be imposed on any Trust REMIC, including without limitation, any federal tax imposed on “prohibited transactions” under Section 860F(a)(1) of the Code or on “contributions after the startup date” under Section 860G(d)(1) of the Code, or (b) any Trust REMIC to fail to qualify as a REMIC at any time that any Certificate is outstanding.

(e) Upon discovery by the Depositor, the Master Servicer, the Trust Administrator or the Trustee that any Mortgage Loan does not constitute a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code, the party discovering such fact shall within two Business Days give written notice thereof to the other parties to this Agreement, and the Trustee shall give written notice thereof to the Seller. In connection therewith, the Seller pursuant to the Mortgage Loan Purchase Agreement or the Depositor pursuant to this Agreement shall repurchase or, subject to the limitations set forth in Section 2.03(d), substitute one or more Qualified Substitute Mortgage Loans for the affected Mortgage Loan within 90 days of the earlier of discovery or receipt of such notice with respect to such affected Mortgage Loan. Such repurchase or substitution shall be made by (i) the Seller if the affected Mortgage Loan’s status as a non-qualified mortgage is or results from a breach of any representation, warranty or covenant made by the Seller under the Mortgage Loan Purchase Agreement or (iii) the Depositor, if the affected Mortgage Loan’s status as a non-qualified mortgage is a breach of no representation or warranty. Any such repurchase or substitution shall be made in the same manner as set forth in Sections 2.03(a) and 2.03(d). The Trustee shall reconvey to the Depositor or the Seller, as the case may be, the Mortgage Loan to be released pursuant hereto in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased by the Seller for breach of a representation or warranty.

SECTION 2.04 Reserved.

SECTION 2.05 Representations, Warranties and Covenants of the Master Servicer.

The Master Servicer hereby represents, warrants and covenants to the Trust Administrator and the Trustee, for the benefit of each of the Trustee, the Trust Administrator, the Certificateholders and to the Depositor that as of the Closing Date or as of such date specifically provided herein:

(i) The Master Servicer is a corporation duly organized, validly existing and in good standing under the laws of the State of New York and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Master Servicer in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such State, to the extent necessary to ensure its ability to enforce each Mortgage Loan and to service the Mortgage Loans in accordance with the terms of this Agreement;

(ii) The Master Servicer has the full corporate power and authority to service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary corporate action on the part of the Master Servicer the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery thereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with its terms, except to the extent that (a) the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought;

(iii) The execution and delivery of this Agreement by the Master Servicer, the servicing of the Mortgage Loans by the Master Servicer hereunder, the consummation of any other of the transactions herein contemplated, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Master Servicer and will not (A) result in a breach of any term or provision of the charter or by-laws of the Master Servicer or (B) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which the Master Servicer is a party or by which it may be bound, or any statute, order or regulation applicable to the Master Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Master Servicer; and the Master Servicer is not a party to, bound by, or in breach or violation of any indenture or other agreement or instrument, or subject to or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which materially and adversely affects or, to the Master Servicer’s knowledge, would in the future materially and adversely affect, (x) the ability of the Master Servicer to perform its obligations under this Agreement or (y) the business, operations, financial condition, properties or assets of the Master Servicer taken as a whole;

(iv) The Master Servicer is an approved seller/servicer for Xxxxxx Xxx or Xxxxxxx Mac in good standing and is a HUD approved mortgagee pursuant to Section 203 of the National Housing Act;

(v) No litigation is pending against the Master Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Master Servicer to service the Mortgage Loans or to perform any of its other obligations hereunder in accordance with the terms hereof;

(vi) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Master Servicer of, or compliance by the Master Servicer with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained prior to the Closing Date;

(vii) The Master Servicer covenants that its computer and other systems used in servicing the Mortgage Loans operate in a manner such that the Master Servicer can service the Mortgage Loans in accordance with the terms of this Agreement; and

(viii) The Master Servicer (or a Sub-Servicer servicing the Mortgage Loans on its behalf) is a member of MERS in good standing, and will comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS.

It is understood and agreed that the representations, warranties and covenants set forth in this Section 2.05 shall survive delivery of the Mortgage Files to the Trustee or to the Custodian on its behalf and shall inure to the benefit of the Trustee, the Trust Administrator, the Depositor and the Certificateholders. Upon discovery by any of the Depositor, the Master Servicer, the Trust Administrator or the Trustee of a breach of any of the foregoing representations, warranties and covenants which materially and adversely affects the value of any Mortgage Loan or the interests therein of the Certificateholders, the party discovering such breach shall give prompt written notice (but in no event later than two Business Days following such discovery) to the Trustee. Subject to Section 7.01, the obligation of the Master Servicer set forth in Section 2.03(c) to cure breaches shall constitute the sole remedies against the Master Servicer available to the Certificateholders, the Depositor, the Trust Administrator or the Trustee on behalf of the Certificateholders respecting a breach of the representations, warranties and covenants contained in this Section 2.05.

SECTION 2.06 Issuance of the Certificates.

The Trustee acknowledges the assignment to it of the Mortgage Loans and the delivery to it or to the Custodian on its behalf of the Mortgage Files, subject to the provisions of Section 2.01 and Section 2.02, together with the assignment to it of all other assets included in REMIC I delivered on the date hereof, receipt of which is hereby acknowledged. Concurrently with such assignment and delivery of such assets delivered on the date hereof and in exchange therefor, the Trust Administrator, pursuant to the written request of the Depositor executed by an officer of the Depositor, has executed, and the Authenticating Agent has authenticated and delivered, to or upon the order of the Depositor, the Certificates in authorized denominations. The interests evidenced by the Certificates constitute the entire beneficial ownership interest in REMIC I-B and REMIC II.

SECTION 2.07 Conveyance of the REMIC Regular Interests; Acceptance of the Trust REMICs by the Trustee.

The rights of the Class I-R Certificateholders and of the Class II-R Certificateholders, and of the holder of each REMIC Regular Interest created hereunder and the Holder of each Regular Certificate to receive distributions, and all ownership interests evidenced or constituted by the Class I-R Certificates, the Class II-R Certificates and the Regular Certificates, shall be as set forth in this Agreement.

The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee, without recourse all the right, title and interest of the Depositor in and to the REMIC I-A Regular Interests for the benefit of the Class I-R Certificateholders (as holder of the Class R-IA Residual Interest) and REMIC I-B (as holder of the REMIC I-A Regular Interests). The Trustee acknowledges receipt of the REMIC I-A Regular Interests and declares that it holds and will hold the same in trust for the exclusive use and benefit of all present and future Class I-R Certificateholders (as holder of the Class R-IA Residual Interest) and REMIC I-B (as holder of the REMIC I-A Regular Interests). The rights of the Class I-R Certificateholders (as holder of the Class R-IA Interest) and of REMIC I-B (as holder of the REMIC I-A Regular Interests) to receive distributions from the proceeds of REMIC I-A, and all ownership interests evidenced or constituted by the Class I-R Certificates and the Regular Certificates evidencing interests in REMIC I-B, shall be as set forth in this Agreement.

ARTICLE III

ADMINISTRATION AND SERVICING

OF THE MORTGAGE LOANS

SECTION 3.01 Master Servicer to Act as Master Servicer.

The Master Servicer shall service and administer the Mortgage Loans on behalf of the Trustee and in the best interests of and for the benefit of the Certificateholders (as determined by the Master Servicer in its reasonable judgment) in accordance with the terms of this Agreement and the respective Mortgage Loans and, to the extent consistent with such terms, in the same manner in which it services and administers similar mortgage loans for its own portfolio, giving due consideration to customary and usual standards of practice of prudent mortgage lenders and loan servicers administering similar mortgage loans but without regard to:

(i) any relationship that the Master Servicer, any Sub-Servicer or any Affiliate of the Master Servicer or any Sub-Servicer may have with the related Mortgagor;

(ii) the ownership of any Certificate by the Master Servicer or any Affiliate of the Master Servicer;

(iii) the Master Servicer’s obligation to make P&I Advances or Servicing Advances; or

(iv) the Master Servicer’s or any Sub-Servicer’s right to receive compensation for its services hereunder or with respect to any particular transaction.

To the extent consistent with the foregoing, the Master Servicer shall also seek to maximize the timely and complete recovery of principal and interest on the Mortgage Notes. Subject only to the above-described servicing standards and the terms of this Agreement and of the respective Mortgage Loans, the Master Servicer shall have full power and authority, acting alone or through Sub-Servicers as provided in Section 3.02, to do or cause to be done any and all things in connection with such servicing and administration which it may deem necessary or desirable. Without limiting the generality of the foregoing, the Master Servicer in its own name or in the name of a Sub-Servicer is hereby authorized and empowered by the Trustee when the Master Servicer believes it appropriate in its best judgment in accordance with the servicing standards set forth above, to execute and deliver, on behalf of the Certificateholders and the Trustee, and upon notice to the Trustee, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans and the Mortgaged Properties and to institute foreclosure proceedings or obtain a deed-in-lieu of foreclosure so as to convert the ownership of such properties, and to hold or cause to be held title to such properties, on behalf of the Trustee and Certificateholders. The Master Servicer shall service and administer the Mortgage Loans in accordance with applicable state and federal law and shall provide to the Mortgagors any reports required to be provided to them thereby. The Master Servicer shall also comply in the performance of this Agreement with all reasonable rules and requirements of each insurer under each Primary Mortgage Insurance Policy and any standard hazard insurance policy. Subject to Section 3.17, the Trustee shall execute, at the written request of the Master Servicer, and furnish to the Master Servicer and any Sub-Servicer such documents as are necessary or appropriate to enable the Master Servicer or any Sub-Servicer to carry out their servicing and administrative duties hereunder, and the Trustee hereby grants to the Master Servicer a power of attorney to carry out such duties. The Trustee shall not be liable for the actions of the Master Servicer or any Sub-Servicers under such powers of attorney.

In accordance with the standards of the preceding paragraph, the Master Servicer shall advance or cause to be advanced funds as necessary for the purpose of effecting the timely payment of taxes and assessments on the Mortgaged Properties, which advances shall be Servicing Advances reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.09, and further as provided in Section 3.11. Any cost incurred by the Master Servicer or by Sub- Servicers in effecting the timely payment of taxes and assessments on a Mortgaged Property shall not, for the purpose of calculating distributions to Certificateholders, be added to the unpaid principal balance of the related Mortgage Loan, notwithstanding that the terms of such Mortgage Loan so permit.

The Master Servicer further is authorized and empowered by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name or in the name of the Sub-Servicer, when the Master Servicer or the Sub-Servicer, as the case may be, believes it is appropriate in its best judgment to register any Mortgage Loan on the MERS System, or cause the removal from the registration of any Mortgage Loan on the MERS System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns. Any reasonable expenses (i) incurred as a result of MERS discontinuing or becoming unable to continue operations in connection with the MERS System or (ii) if the affected Mortgage Loan is in default or, in the judgment of the Master Servicer, such default is reasonably foreseeable, incurred in connection with the actions described in the preceding sentence, shall be subject to withdrawal by the Master Servicer from the Collection Account.

Notwithstanding anything in this Agreement to the contrary, the Master Servicer may not make any future advances with respect to a Mortgage Loan (except as provided in Section 4.03) and the Master Servicer shall not (i) permit any modification with respect to any Mortgage Loan (except with respect to a Mortgage Loan that is in default or, in the judgment of the Master Servicer, such default is reasonably foreseeable) that would change the Mortgage Rate, reduce or increase the principal balance (except for reductions resulting from actual payments of principal) or change the final maturity date on such Mortgage Loan or (ii) permit any modification, waiver or amendment of any term of any Mortgage Loan that would both (A) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or final, temporary or proposed Treasury regulations promulgated thereunder) and (B) cause any Trust REMIC to fail to qualify as a REMIC under the Code or the imposition of any tax on “prohibited transactions” or “contributions after the startup date” under the REMIC Provisions.

The Master Servicer may delegate its responsibilities under this Agreement; provided, however, that no such delegation shall release the Master Servicer from the responsibilities or liabilities arising under this Agreement.

The Master Servicer shall accurately and fully report (or cause each Sub-Servicer to accurately and fully report), its borrower credit files to each of the credit repositories in a timely manner.

SECTION 3.02 Sub-Servicing Agreements Between the Master Servicer and Sub-Servicers.

(a) The Master Servicer may enter into Sub-Servicing Agreements (provided that such agreements would not result in a withdrawal or a downgrading by the Rating Agencies of the rating on any Class of Certificates) with Sub-Servicers, for the servicing and administration of the Mortgage Loans. As of the Cut-Off Date, Countrywide Home Loans Servicing LP is the Sub-Servicer with respect to the Countrywide Mortgage Loans and in such capacity Countrywide Home Loans Servicing LP will be primarily responsible for the servicing of such Mortgage Loans. As of the Cut-Off date, GreenPoint is the Sub-Servicer with respect to the GreenPoint Mortgage Loans and in such capacity National City will be primarily responsible for the servicing of such Mortgage Loans. As of the Cut-Off date, National City is the Sub-Servicer with respect to the National City Mortgage Loans and in such capacity National City will be primarily responsible for the servicing of such Mortgage Loans. As of the Cut-Off Date, PHH is the Sub-Servicer with respect to the PHH Mortgage Loans and in such capacity PHH will be primarily responsible for the servicing of such Mortgage Loans. As of the Cut-Off Date, Washington Mutual is the Sub-Servicer with respect to the Washington Mutual Mortgage Loans and in such capacity Washington Mutual will be primarily responsible for the servicing of such Mortgage Loans. As of the Cut-Off Date, Xxxxx Fargo is the Sub-Servicer with respect to the Quicken Mortgage Loans, the Weichert Mortgage Loans and the Xxxxx Mortgage Loans and in such capacity Xxxxx Fargo will be primarily responsible for the servicing of such Mortgage Loans.

(b) Each Sub-Servicer shall be (i) authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Sub-Servicer to perform its obligations hereunder and under the Sub-Servicing Agreement, (ii) an institution approved as a mortgage loan originator by the Federal Housing Administration or an institution the deposit accounts of which are insured by the FDIC and (iii) a Xxxxxxx Mac or Xxxxxx Xxx approved mortgage servicer. Each Sub-Servicing Agreement must impose on the Sub-Servicer requirements conforming to the provisions set forth in Section 3.08 and provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. The Master Servicer will examine each Sub-Servicing Agreement and will be familiar with the terms thereof. The terms of any Sub-Servicing Agreement will not be inconsistent with any of the provisions of this Agreement. The Master Servicer and the Sub-Servicers may enter into and make amendments to the Sub-Servicing Agreements or enter into different forms of Sub-Servicing Agreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of this Agreement, and that no such amendment or different form shall be made or entered into which could be reasonably expected to be materially adverse to the interests of the Certificateholders, without the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any variation without the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights from the provisions set forth in Section 3.08 relating to insurance or priority requirements of Sub-Servicing Accounts, or credits and charges to the Sub- Servicing Accounts or the timing and amount of remittances by the Sub-Servicers to the Master Servicer, are conclusively deemed to be inconsistent with this Agreement and therefore prohibited. The Master Servicer shall deliver to the Trustee and the Trust Administrator copies of all Sub-Servicing Agreements, and any amendments or modifications thereof, promptly upon the Master Servicer’s execution and delivery of such instruments.

(c) As part of its servicing activities hereunder, the Master Servicer (except as otherwise provided in the last sentence of this paragraph), for the benefit of the Trustee and the Certificateholders, shall enforce the obligations of each Sub-Servicer under the related Sub-Servicing Agreement and of the Seller under the Mortgage Loan Purchase Agreement, including, without limitation, any obligation to make advances in respect of delinquent payments as required by a Sub- Servicing Agreement, or to purchase a Mortgage Loan on account of missing or defective documentation or on account of a breach of a representation, warranty or covenant, as described in Section 2.03(a). Such enforcement, including, without limitation, the legal prosecution of claims, termination of Sub-Servicing Agreements, and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own expense, and shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement, to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loans, or (ii) from a specific recovery of costs, expenses or attorneys’ fees against the party against whom such enforcement is directed.

SECTION 3.03 Successor Sub-Servicers.

The Master Servicer shall be entitled to terminate any Sub-Servicing Agreement and the rights and obligations of any Sub-Servicer pursuant to any Sub-Servicing Agreement in accordance with the terms and conditions of such Sub-Servicing Agreement. In the event of termination of any Sub-Servicer, all servicing obligations of such Sub-Servicer shall be assumed simultaneously by the Master Servicer without any act or deed on the part of such Sub-Servicer or the Master Servicer, and the Master Servicer either shall service directly the related Mortgage Loans or shall enter into a Sub-Servicing Agreement with a successor Sub-Servicer which qualifies under Section 3.02.

Any Sub-Servicing Agreement (other than any Initial Sub-Servicing Agreement) shall include the provision that such agreement may be immediately terminated by the Trustee or the Trust Administrator without fee, in accordance with the terms of this Agreement, in the event that the Master Servicer shall, for any reason, no longer be the Master Servicer (including termination due to a Master Servicer Event of Default).

SECTION 3.04 Liability of the Master Servicer.

Notwithstanding any Sub-Servicing Agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Master Servicer and a Sub-Servicer or reference to actions taken through a Sub-Servicer or otherwise, the Master Servicer shall remain obligated and primarily liable to the Trustee and the Certificateholders for the servicing and administering of the Mortgage Loans in accordance with the provisions of Section 3.01 without diminution of such obligation or liability by virtue of such Sub-Servicing Agreements or arrangements or by virtue of indemnification from the Sub-Servicer and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the Mortgage Loans. The Master Servicer shall be entitled to enter into any agreement with a Sub- Servicer for indemnification of the Master Servicer by such Sub-Servicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.

SECTION 3.05 No Contractual Relationship Between Sub-Servicers and Trustee, Trust Administrator or Certificateholders.

Any Sub-Servicing Agreement that may be entered into and any transactions or services relating to the Mortgage Loans involving a Sub-Servicer in its capacity as such shall be deemed to be between the Sub-Servicer and the Master Servicer alone, and the Trustee, the Trust Administrator and the Certificateholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Sub-Servicer except as set forth in Section 3.06. The Master Servicer shall be solely liable for all fees owed by it to any Sub-Servicer, irrespective of whether the Master Servicer’s compensation pursuant to this Agreement is sufficient to pay such fees.

SECTION 3.06 Assumption or Termination of Sub-Servicing Agreements by Trustee.

In the event the Master Servicer shall for any reason no longer be the master servicer (including by reason of the occurrence of a Master Servicer Event of Default), the Trustee or its designee shall thereupon assume all of the rights and obligations of the Master Servicer under each Sub-Servicing Agreement that the Master Servicer may have entered into, unless the Trustee elects to terminate any Sub-Servicing Agreement in accordance with its terms as provided in Section 3.03. Upon such assumption, the Trustee, its designee or the successor servicer for the Trustee appointed pursuant to Section 7.02 shall be deemed, subject to Section 3.03, to have assumed all of the Master Servicer’s interest therein and to have replaced the Master Servicer as a party to each Sub-Servicing Agreement to the same extent as if each Sub-Servicing Agreement had been assigned to the assuming party, except that (i) the Master Servicer shall not thereby be relieved of any liability or obligations under any Sub-Servicing Agreement and (ii) none of the Trustee, its designee or any successor Master Servicer shall be deemed to have assumed any liability or obligation of the Master Servicer that arose before it ceased to be the Master Servicer.

The Master Servicer at its expense shall, upon request of the Trustee, deliver to the assuming party all documents and records relating to each Sub-Servicing Agreement and the Mortgage Loans then being serviced and an accounting of amounts collected and held by or on behalf of it, and otherwise use its best efforts to effect the orderly and efficient transfer of the Sub- Servicing Agreements to the assuming party.

SECTION 3.07 Collection of Certain Mortgage Loan Payments.

The Master Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Mortgage Loans, and shall, to the extent such procedures shall be consistent with this Agreement and the terms and provisions of any related Primary Mortgage Insurance Policy and any other applicable insurance policies, follow such collection procedures as it would follow with respect to mortgage loans comparable to the Mortgage Loans and held for its own account. Consistent with the foregoing and the servicing standards set forth in Section 3.01, the Master Servicer may in its discretion (i) waive any late payment charge or, if applicable, penalty interest, only upon determining that the coverage of such Mortgage Loan by the related Primary Mortgage Insurance Policy, if any, will not be affected, or (ii) extend the due dates for Monthly Payments due on a Mortgage Note for a period of not greater than 180 days; provided that any extension pursuant to clause (ii) above shall not affect the amortization schedule of any Mortgage Loan for purposes of any computation hereunder, except as provided below. In the event of any such arrangement pursuant to clause (ii) above, the Master Servicer shall make timely advances on such Mortgage Loan during such extension pursuant to Section 4.03 and in accordance with the amortization schedule of such Mortgage Loan without modification thereof by reason of such arrangements. Notwithstanding the foregoing, in the event that any Mortgage Loan is in default or, in the judgment of the Master Servicer, such default is reasonably foreseeable, the Master Servicer, consistent with the standards set forth in Section 3.01, may waive, modify or vary any term of such Mortgage Loan (including modifications that change the Mortgage Rate, forgive the payment of principal or interest or extend the final maturity date of such Mortgage Loan), accept payment from the related Mortgagor of an amount less than the Stated Principal Balance in final satisfaction of such Mortgage Loan (such payment, a “Short Pay-off”) or consent to the postponement of strict compliance with any such term or otherwise grant indulgence to any Mortgagor, if in the Master Servicer’s determination such waiver, modification, postponement or indulgence is not materially adverse to the interests of the Certificateholders (taking into account any estimated Realized Loss that might result absent such action).

SECTION 3.08 Sub-Servicing Accounts.

In those cases where a Sub-Servicer is servicing a Mortgage Loan pursuant to a Sub-Servicing Agreement, the Sub-Servicer will be required to establish and maintain one or more accounts (collectively, the “Sub-Servicing Account”). The Sub-Servicing Account shall be an Eligible Account and shall comply with all requirements of this Agreement relating to the Collection Account (provided, however, that in the case of each Initial Sub-Servicing Agreement, the applicable Sub-Servicing Account shall comply with all requirements of the Initial Sub-Servicing Agreement relating to the custodial account provided for therein). The Sub-Servicer shall deposit in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than two Business Days after the Sub-Servicer’s receipt thereof, all proceeds of Mortgage Loans received by the Sub-Servicer less its servicing compensation to the extent permitted by the Sub-Servicing Agreement, and shall thereafter deposit such amounts in the Sub-Servicing Account, in no event more than one Business Day after the deposit of such funds into the clearing account. The Sub-Servicer shall thereafter remit such proceeds to the Master Servicer for deposit in the Collection Account not later than two Business Days after the deposit of such amounts in the Sub-Servicing Account (or, in the case of the Initial Sub-Servicing Agreement, at such time as is required pursuant to the terms of the Initial Sub-Servicing Agreement). For purposes of this Agreement, the Master Servicer shall be deemed to have received payments on the Mortgage Loans when the Sub-Servicer receives such payments.

SECTION 3.09 Collection of Taxes, Assessments and Similar Items; Servicing Accounts.

The Master Servicer shall establish and maintain (or cause a Sub-Servicer to establish and maintain) one or more accounts (the “Servicing Accounts”), into which all collections from the Mortgagors (or related advances from Sub-Servicers) for the payment of ground rents, taxes, assessments, fire and hazard insurance premiums, Primary Mortgage Insurance Premiums, water charges, sewer rents and comparable items for the account of the Mortgagors (“Escrow Payments”) shall be deposited and retained. Servicing Accounts shall be Eligible Accounts. The Master Servicer (or the applicable Sub-Servicer) shall deposit in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than two Business Days after the Master Servicer’s (or the applicable Sub-Servicer’s) receipt thereof, all Escrow Payments collected on account of the Mortgage Loans and shall thereafter deposit such Escrow Payments in the Servicing Accounts, in no event more than one Business Day after the deposit of such funds in the clearing account, for the purpose of effecting the payment of any such items as required under the terms of this Agreement. Withdrawals of amounts from a Servicing Account may be made only to (i) effect payment of Escrow Payments; (ii) reimburse the Master Servicer (or a Sub-Servicer to the extent provided in the related Sub-Servicing Agreement) out of related collections for any advances made pursuant to Section 3.01 (with respect to taxes and assessments) and Section 3.14 (with respect to hazard insurance); (iii) refund to Mortgagors any sums as may be determined to be overages; (iv) pay interest, if required and as described below, to Mortgagors on balances in the Servicing Account; (v) clear and terminate the Servicing Account at the termination of the Master Servicer’s obligations and responsibilities in respect of the Mortgage Loans under this Agreement in accordance with Article IX; or (vi) recover amounts deposited in error. As part of its servicing duties, the Master Servicer or Sub-Servicers shall pay to the Mortgagors interest on funds in Servicing Accounts, to the extent required by law and, to the extent that interest earned on funds in the Servicing Accounts is insufficient, to pay such interest from its or their own funds, without any reimbursement therefor. To the extent that a Mortgage does not provide for Escrow Payments, the Master Servicer shall determine whether any such payments are made by the Mortgagor in a manner and at a time that avoids the loss of the Mortgaged Property due to a tax sale or the foreclosure of a tax lien. The Master Servicer assumes full responsibility for the payment of all such bills and shall effect payments of all such bills irrespective of the Mortgagor’s faithful performance in the payment of same or the making of the Escrow Payments and shall make advances from its own funds to effect such payments.

SECTION 3.10 Collection Account and Distribution Account.

(a) On behalf of the Trust Fund, the Master Servicer shall establish and maintain one or more separate, segregated trust accounts (such account or accounts, the “Collection Account”), held in trust for the benefit of the Trustee and the Certificateholders. On behalf of the Trust Fund, the Master Servicer shall deposit or cause to be deposited in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than two Business Days after the Master Servicer’s receipt thereof, and shall thereafter deposit in the Collection Account, in no event more than one Business Day after the deposit of such funds into the clearing account, as and when received or as otherwise required hereunder, the following payments and collections received or made by it from and after the Cut-off Date (other than in respect of principal or interest on the related Mortgage Loans due on or before the Cut-off Date), or payments (other than Principal Prepayments) received by it on or prior to the Cut-off Date but allocable to a Due Period subsequent thereto:

(i) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans;

(ii) all payments on account of interest (net of the related Servicing Fee and the related Administration Fee) on each Mortgage Loan;

(iii) all Insurance Proceeds, Subsequent Recoveries and Liquidation Proceeds (other than proceeds collected in respect of any particular REO Property and amounts paid by the Master Servicer in connection with a purchase of Mortgage Loans and REO Properties pursuant to Section 9.01);

(iv) any amounts required to be deposited pursuant to Section 3.12 in connection with any losses realized on Permitted Investments with respect to funds held in the Collection Account;

(v) any amounts required to be deposited by the Master Servicer pursuant to the second paragraph of Section 3.14(a) in respect of any blanket policy deductibles;

(vi) all proceeds of any Mortgage Loan repurchased or purchased in accordance with Section 2.03 or Section 9.01;

(vii) all amounts required to be deposited in connection with shortfalls in principal amount of Qualified Substitute Mortgage Loans pursuant to Section 2.03;

(viii) [reserved]; and

(viv) any amounts required to be transferred from any Buydown Account pursuant to Section 3.28.

For purposes of the immediately preceding sentence, the Cut-off Date with respect to any Qualified Substitute Mortgage Loan shall be deemed to be the date of substitution.

The foregoing requirements for deposit in the Collection Accounts shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges or assumption fees need not be deposited by the Master Servicer in the Collection Account. In the event the Master Servicer shall deposit in the Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from the Collection Account, any provision herein to the contrary notwithstanding.

(b) On behalf of the Trust Fund, the Paying Agent on behalf of the Trust Administrator shall establish and maintain one or more separate, segregated trust accounts (such account or accounts, the “Distribution Account”), held in trust for the benefit of the Certificateholders. On behalf of the Trust Fund, the Master Servicer shall deliver to the Paying Agent in immediately available funds for deposit in the Distribution Account on or before 12:00 p.m. New York time (i) on the Master Servicer Remittance Date, that portion of the Available Distribution Amount (calculated without regard to the subtraction therefrom of any amounts described in clause (ii)(a) of the definition thereof) for the related Distribution Date then on deposit in the Collection Account and (ii) on each Business Day as of the commencement of which the balance on deposit in the Collection Account exceeds $75,000 following any withdrawals pursuant to the next succeeding sentence, the amount of such excess, but only if the Collection Account constitutes an Eligible Account solely pursuant to clause (ii) of the definition of “Eligible Account.” If the balance on deposit in the Collection Account exceeds $75,000 as of the commencement of business on any Business Day and the Collection Account constitutes an Eligible Account solely pursuant to clause (ii) of the definition of “Eligible Account,” the Master Servicer shall, on or before 12:00 p.m. New York time on such Business Day, withdraw from the Collection Account any and all amounts payable or reimbursable to the Depositor, the Master Servicer, the Trustee, the Trust Administrator, the Seller or any Sub-Servicer pursuant to Section 3.11 and shall pay such amounts to the Persons entitled thereto.

(c) Funds in the Collection Account and the Distribution Account may be invested in Permitted Investments in accordance with the provisions set forth in Section 3.12. The Master Servicer shall give notice to the Trustee, the Trust Administrator, the Paying Agent and the Depositor of the location of the Collection Account maintained by it when established and prior to any change thereof. The Paying Agent shall give notice to the Master Servicer, the Trust Administrator, the Paying Agent and the Depositor of the location of the Distribution Account when established and prior to any change thereof.

(d) Funds held in the Collection Account at any time may be delivered by the Master Servicer to the Paying Agent on behalf of the Trust Administrator for deposit in an account (which may be the Distribution Account and must satisfy the standards for the Distribution Account as set forth in the definition thereof) and for all purposes of this Agreement shall be deemed to be a part of the Collection Account; provided, however, that the Paying Agent shall have the sole authority to withdraw any funds held pursuant to this subsection (d). In the event the Master Servicer shall deliver to the Paying Agent for deposit in the Distribution Account any amount not required to be deposited therein, it may at any time request that the Paying Agent withdraw such amount from the Distribution Account and remit to it any such amount, any provision herein to the contrary notwithstanding. In addition, the Master Servicer shall deliver to the Paying Agent from time to time for deposit, and upon written notification from the Master Servicer, the Paying Agent shall so deposit, in the Distribution Account:

(i) any P&I Advances, as required pursuant to Section 4.03;

(ii) any amounts required to be deposited pursuant to Section 3.23(d) or (f) in connection with any REO Property;

(iii) any amounts to be paid by the Master Servicer in connection with a purchase of Mortgage Loans and REO Properties pursuant to Section 9.01;

(iv) any amounts required to be deposited pursuant to Section 3.24 in connection with any Prepayment Interest Shortfalls; and

(v) any Stayed Funds, as soon as permitted by the federal bankruptcy court having jurisdiction in such matters.

(e) Promptly upon receipt of any Stayed Funds, whether from the Master Servicer, a trustee in bankruptcy, or federal bankruptcy court or other source, the Paying Agent shall deposit such funds in the Distribution Account, subject to withdrawal thereof as permitted hereunder.

(f) The Master Servicer shall deposit in the Collection Account any amounts required to be deposited pursuant to Section 3.12(b) in connection with losses realized on Permitted Investments with respect to funds held in the Collection Account.

SECTION 3.11 Withdrawals from the Collection Account and Distribution Account.

(a) The Master Servicer shall, from time to time, make withdrawals from the Collection Account for any of the following purposes or as described in Section 4.03:

(i) to remit to the Paying Agent for deposit in the Distribution Account the amounts required to be so remitted pursuant to Section 3.10(b) or permitted to be so remitted pursuant to the first sentence of Section 3.10(d);

(ii) subject to Section 3.16(d), to reimburse the Master Servicer for P&I Advances, but only to the extent of amounts received which represent Late Collections (net of the related Servicing Fees and Administration Fees) of Monthly Payments on Mortgage Loans with respect to which such P&I Advances were made in accordance with the provisions of Section 4.03;

(iii) subject to Section 3.16(d), to pay the Master Servicer or any Sub- Servicer (A) any unpaid Servicing Fees and unpaid Administration Fees, (B) any unreimbursed Servicing Advances with respect to each Mortgage Loan, but only to the extent of any Liquidation Proceeds, Insurance Proceeds or other amounts as may be collected by the Master Servicer from a Mortgagor, or otherwise received with respect to such Mortgage Loan and (C) any nonrecoverable Servicing Advances following the final liquidation of a Mortgage Loan, but only to the extent that Late Collections, Liquidation Proceeds and Insurance Proceeds received with respect to such Mortgage Loan are insufficient to reimburse the Master Servicer or any Sub-Servicer for such Servicing Advances;

(iv) to pay to the Master Servicer as servicing compensation (in addition to the Servicing Fee and the Administration Fee) on the Master Servicer Remittance Date any interest or investment income earned on funds deposited in the Collection Account;

(v) to pay to the Master Servicer, the Depositor or the Seller, as the case may be, with respect to each Mortgage Loan that has previously been purchased or replaced pursuant to Section 2.03 all amounts received thereon subsequent to the date of purchase or substitution, as the case may be;

(vi) to reimburse the Master Servicer for any P&I Advance previously made which the Master Servicer has determined to be a Nonrecoverable P&I Advance in accordance with the provisions of Section 4.03;

(vii) to reimburse the Master Servicer or the Depositor for expenses incurred by or reimbursable to the Master Servicer or the Depositor, as the case may be, pursuant to Section 6.03;

(viii) to reimburse the Master Servicer, the Trust Administrator or the Trustee, as the case may be, for expenses reasonably incurred in respect of the breach or defect giving rise to the purchase obligation under Section 2.03 or Section 2.04 of this Agreement that were included in the Purchase Price of the Mortgage Loan, including any expenses arising out of the enforcement of the purchase obligation;

(ix) to pay, or to reimburse the Master Servicer for advances in respect of expenses incurred in connection with any Mortgage Loan pursuant to Section 3.16(b);

(x) [reserved]; and

(xi) to clear and terminate the Collection Account pursuant to Section 9.01.

The Master Servicer shall keep and maintain separate accounting, on a Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any withdrawal from the Collection Account, to the extent held by or on behalf of it, pursuant to subclauses (ii), (iii), (iv), (v), (vi), (viii) and (ix) above. The Master Servicer shall provide written notification to the Trustee, the Trust Administrator and the Paying Agent, on or prior to the next succeeding Master Servicer Remittance Date, upon making any withdrawals from the Collection Account pursuant to subclause (vii) above.

(b) The Paying Agent shall, from time to time, make withdrawals from the Distribution Account, for any of the following purposes, without priority:

(i) to make distributions to Certificateholders in accordance with Section 4.01;

(ii) to pay to itself any interest income earned on funds deposited in the Distribution Account pursuant to Section 3.12(c);

(iii) to reimburse the Trust Administrator or the Trustee pursuant to Section 7.02;

(iv) to pay any amounts in respect of taxes pursuant to 10.01(g)(iii);

(v) to pay any Extraordinary Trust Fund Expenses;

(vi) to reimburse the Paying Agent or the Trustee for any P&I Advance made by it under Section 7.01 (if not reimbursed by the Master Servicer) to the same extent the Master Servicer would be entitled to reimbursement under Section 3.11(a); and

(vii) to clear and terminate the Distribution Account pursuant to Section 9.01.

SECTION 3.12 Investment of Funds in the Collection Account and the Distribution Account.

(a) The Master Servicer may direct any depository institution maintaining the Collection Account (for purposes of this Section 3.12, an “Investment Account”), and the Paying Agent may direct any depository institution maintaining the Distribution Account (for purposes of this Section 3.12, also an “Investment Account”), to hold the funds in such Investment Account uninvested or to invest the funds in such Investment Account in one or more Permitted Investments specified in such instruction bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Paying Agent is the obligor thereon, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Paying Agent is the obligor thereon. All such Permitted Investments shall be held to maturity, unless payable on demand. Any investment of funds in an Investment Account shall be made in the name of the Trust Administrator (in its capacity as such) or in the name of a nominee of the Trust Administrator. The Trust Administrator shall be entitled to sole possession (except with respect to investment direction of funds held in the Collection Account and the Distribution Account and any income and gain realized thereon) over each such investment, and any certificate or other instrument evidencing any such investment shall be delivered directly to the Trust Administrator or its agent, together with any document of transfer necessary to transfer title to such investment to the Trust Administrator or its nominee. In the event amounts on deposit in an Investment Account are at any time invested in a Permitted Investment payable on demand, the Trust Administrator shall:

(x) consistent with any notice required to be given thereunder, demand that payment thereon be made on the last day such Permitted Investment may otherwise mature hereunder in an amount equal to the lesser of (1) all amounts then payable thereunder and (2) the amount required to be withdrawn on such date; and

(y) demand payment of all amounts due thereunder promptly upon determination by a Responsible Officer of the Trust Administrator that such Permitted Investment would not constitute a Permitted Investment in respect of funds thereafter on deposit in the Investment Account.

(b) All income and gain realized from the investment of funds deposited in the Collection Account held by or on behalf of the Master Servicer, shall be for the benefit of the Master Servicer and shall be subject to its withdrawal in accordance with Section 3.11. The Master Servicer shall deposit in the Collection Account the amount of any loss of principal incurred in respect of any such Permitted Investment made with funds in such accounts immediately upon realization of such loss.

(c) All income and gain realized from the investment of funds deposited in the Distribution Account held by or on behalf of the Paying Agent, shall be for the benefit of the Paying Agent and shall be subject to its withdrawal at any time. The Paying Agent shall deposit in the Distribution Account the amount of any loss of principal incurred in respect of any such Permitted Investment made with funds in such accounts immediately upon realization of such loss.

(d) Except as otherwise expressly provided in this Agreement, if any default occurs in the making of a payment due under any Permitted Investment, or if a default occurs in any other performance required under any Permitted Investment, the Trustee may and, subject to Section 8.01 and Section 8.02(a)(v), upon the request of the Holders of Certificates representing more than 50% of the Voting Rights allocated to any Class of Certificates, shall take such action as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate proceedings.

SECTION 3.13 Maintenance of the Primary Mortgage Insurance Policies; Collections Thereunder.

The Master Servicer will maintain or cause the related Sub-Servicer, if any, to maintain in full force and effect, if required under the Mortgage Loan Purchase Agreement and to the extent available, a Primary Mortgage Insurance Policy with respect to each Mortgage Loan so insured as of the Closing Date (or, in the case of a Qualified Substitute Mortgage Loan, on the date of substitution). Such coverage will be maintained with respect to each such Mortgage Loan for so long as it is outstanding, subject to any applicable laws or until the related Loan-to-Value Ratio is reduced to less than or equal to 80% based on Mortgagor payments. The Master Servicer shall cause the premium for each Primary Mortgage Insurance Policy to be paid on a timely basis and shall pay such premium out of its own funds if it is not otherwise paid. The Master Servicer or the related Sub-Servicer, if any, will not cancel or refuse to renew any such Primary Mortgage Insurance Policy in effect on the Closing Date (or, in the case of a Qualified Substitute Mortgage Loan, on the date of substitution) that is required to be kept in force under this Agreement unless a replacement Primary Mortgage Insurance Policy for such canceled or non-renewed policy is obtained from and maintained with a Qualified Insurer.

The Master Servicer shall not take, or permit any Sub-Servicer to take, any action which would result in non-coverage under any applicable Primary Mortgage Insurance Policy of any loss which, but for the actions of the Master Servicer or Sub-Servicer, would have been covered thereunder. The Master Servicer will comply in the performance of this Agreement with all reasonable rules and requirements of each insurer under each Primary Mortgage Insurance Policy. In connection with any assumption and modification agreement or substitution of liability agreement entered into or to be entered into pursuant to Section 3.15, the Master Servicer shall promptly notify the insurer under the related Primary Mortgage Insurance Policy, if any, of such assumption in accordance with the terms of such policies and shall take all actions which may be required by such insurer as a condition to the continuation of coverage under the Primary Mortgage Insurance Policy. If any such Primary Mortgage Insurance Policy is terminated as a result of such assumption, the Master Servicer or the related Sub-Servicer shall obtain a replacement Primary Mortgage Insurance Policy as provided above.

In connection with its activities as administrator and servicer of the Mortgage Loans, the Master Servicer agrees to prepare and present, on behalf of itself, the Trustee and the Certificateholders, claims to the insurer under any Primary Mortgage Insurance Policy in a timely fashion in accordance with the terms of such policies and, in this regard, to take such action as shall be necessary to permit recovery under any Primary Mortgage Insurance Policy respecting a defaulted Mortgage Loan. Any amounts collected by the Master Servicer under any Primary Mortgage Insurance Policy shall be deposited in the Collection Account, subject to withdrawal pursuant to Section 3.11; and any amounts collected by the Master Servicer under any Primary Mortgage Insurance Policy in respect of any REO Property shall be deposited in the Collection Account, subject to withdrawal pursuant to Section 3.23. In those cases in which a Mortgage Loan is serviced by a Sub-Servicer, the Sub-Servicer, on behalf of itself, the Trustee, and the Certificateholders, will present claims to the insurer under any Primary Mortgage Insurance Policy and all collections thereunder shall be deposited initially in the Sub-Servicing Account.

SECTION 3.14 Maintenance of Hazard Insurance and Errors and Omissions and Fidelity Coverage.

(a) The Master Servicer shall cause to be maintained for each Mortgage Loan fire insurance with extended coverage on the related Mortgaged Property in an amount which is at least equal to the least of (i) the current principal balance of such Mortgage Loan, (ii) the amount necessary to fully compensate for any damage or loss to the improvements that are a part of such property on a replacement cost basis and (iii) the maximum insurable value of the improvements which are a part of such Mortgaged Property, in each case in an amount not less than such amount as is necessary to avoid the application of any coinsurance clause contained in the related hazard insurance policy. The Master Servicer shall also cause to be maintained fire insurance with extended coverage on each REO Property in an amount which is at least equal to the lesser of (i) the maximum insurable value of the improvements which are a part of such property and (ii) the outstanding principal balance of the related Mortgage Loan at the time it became an REO Property, plus accrued interest at the Mortgage Rate and related Servicing Advances. The Master Servicer will comply in the performance of this Agreement with all reasonable rules and requirements of each insurer under any such hazard policies. Any amounts to be collected by the Master Servicer under any such policies (other than amounts to be applied to the restoration or repair of the property subject to the related Mortgage or amounts to be released to the Mortgagor in accordance with the procedures that the Master Servicer would follow in servicing loans held for its own account, subject to the terms and conditions of the related Mortgage and Mortgage Note) shall be deposited in the Collection Account, subject to withdrawal pursuant to Section 3.11, if received in respect of a Mortgage Loan, or in the REO Account, subject to withdrawal pursuant to Section 3.23, if received in respect of an REO Property. Any cost incurred by the Master Servicer in maintaining any such insurance shall not, for the purpose of calculating distributions to Certificateholders, be added to the unpaid principal balance of the related Mortgage Loan, notwithstanding that the terms of such Mortgage Loan so permit. It is understood and agreed that no earthquake or other additional insurance is to be required of any Mortgagor other than pursuant to such applicable laws and regulations as shall at any time be in force and as shall require such additional insurance. If the Mortgaged Property or REO Property is at any time in an area identified in the Federal Register by the Federal Emergency Management Agency as having special flood hazards, the Master Servicer will cause to be maintained a flood insurance policy in respect thereof. Such flood insurance shall be in an amount equal to the lesser of (i) the unpaid principal balance of the related Mortgage Loan and (ii) the maximum amount of such insurance available for the related Mortgaged Property under the national flood insurance program (assuming that the area in which such Mortgaged Property is located is participating in such program).

In the event that the Master Servicer shall obtain and maintain a blanket policy with an insurer having a General Policy Rating of A:X or better in Best’s Key Rating Guide (or such other rating that is comparable to such rating) insuring against hazard losses on all of the Mortgage Loans, it shall conclusively be deemed to have satisfied its obligations as set forth in the first two sentences of this Section 3.14, it being understood and agreed that such policy may contain a deductible clause, in which case the Master Servicer shall, in the event that there shall not have been maintained on the related Mortgaged Property or REO Property a policy complying with the first two sentences of this Section 3.14, and there shall have been one or more losses which would have been covered by such policy, deposit to the Collection Account from its own funds the amount not otherwise payable under the blanket policy because of such deductible clause. In connection with its activities as administrator and servicer of the Mortgage Loans, the Master Servicer agrees to prepare and present, on behalf of itself, the Trustee and the Certificateholders, claims under any such blanket policy in a timely fashion in accordance with the terms of such policy.

(b) The Master Servicer shall keep in force during the term of this Agreement a policy or policies of insurance covering errors and omissions for failure in the performance of the Master Servicer’s obligations under this Agreement, which policy or policies shall be in such form and amount that would meet the requirements of Xxxxxx Xxx or Xxxxxxx Mac if it were the purchaser of the Mortgage Loans, unless the Master Servicer has obtained a waiver of such requirements from Xxxxxx Mae or Xxxxxxx Mac. The Master Servicer shall also maintain a fidelity bond in the form and amount that would meet the requirements of Xxxxxx Mae or Xxxxxxx Mac, unless the Master Servicer has obtained a waiver of such requirements from Xxxxxx Mae or Xxxxxxx Mac. The Master Servicer shall provide the Trustee and the Paying Agent (upon the Trustee’s or Paying Agent’s reasonable request) with copies of any such insurance policies and fidelity bond. The Master Servicer shall be deemed to have complied with this provision if an Affiliate of the Master Servicer has such errors and omissions and fidelity bond coverage and, by the terms of such insurance policy or fidelity bond, the coverage afforded thereunder extends to the Master Servicer. Any such errors and omissions policy and fidelity bond shall by its terms not be cancelable without thirty days’ prior written notice to the Trustee. The Master Servicer shall also cause each Sub-Servicer to maintain a policy of insurance covering errors and omissions and a fidelity bond which would meet such requirements.

SECTION 3.15 Enforcement of Due-On-Sale Clauses; Assumption Agreements.

The Master Servicer will, to the extent it has knowledge of any conveyance or prospective conveyance of any Mortgaged Property by any Mortgagor (whether by absolute conveyance or by contract of sale, and whether or not the Mortgagor remains or is to remain liable under the Mortgage Note and/or the Mortgage), exercise its rights to accelerate the maturity of such Mortgage Loan under the “due-on-sale” clause, if any, applicable thereto; provided, however, that the Master Servicer shall not exercise any such rights if prohibited by law from doing so or if the exercise of such rights would impair or threaten to impair any recovery under the related Primary Mortgage Insurance Policy, if any. If the Master Servicer reasonably believes it is unable under applicable law to enforce such “due-on-sale” clause, or if any of the other conditions set forth in the proviso to the preceding sentence apply, the Master Servicer will enter into an assumption and modification agreement from or with the person to whom such property has been conveyed or is proposed to be conveyed, pursuant to which such person becomes liable under the Mortgage Note and, to the extent permitted by applicable state law, the Mortgagor remains liable thereon. The Master Servicer is also authorized to enter into a substitution of liability agreement with such person, pursuant to which the original Mortgagor is released from liability and such person is substituted as the Mortgagor and becomes liable under the Mortgage Note, provided that no such substitution shall be effective unless such person satisfies the underwriting criteria of the Master Servicer. In connection with any assumption or substitution, the Master Servicer shall apply such underwriting standards and follow such practices and procedures as shall be normal and usual in its general mortgage servicing activities and as it applies to other mortgage loans owned solely by it. The Master Servicer shall not take or enter into any assumption and modification agreement, however, unless (to the extent practicable in the circumstances) it shall have received confirmation, in writing, of the continued effectiveness of any applicable Primary Mortgage Insurance Policy or hazard insurance policy, or a new policy meeting the requirements of this Section is obtained. Any fee collected by the Master Servicer in respect of an assumption or substitution of liability agreement will be retained by the Master Servicer as additional servicing compensation. In connection with any such assumption, no material term of the Mortgage Note (including but not limited to the related Mortgage Rate and the amount of the Monthly Payment) may be amended or modified, except as otherwise required pursuant to the terms thereof. The Master Servicer shall notify the Trustee that any such substitution or assumption agreement has been completed by forwarding to the Custodian (with a copy to the Trustee) the executed original of such substitution or assumption agreement, which document shall be added to the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof.

Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Master Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or by the terms of the Mortgage Note or any assumption which the Master Servicer may be restricted by law from preventing, for any reason whatever. For purposes of this Section 3.15, the term “assumption” is deemed to also include a sale (of the Mortgaged Property) subject to the Mortgage that is not accompanied by an assumption or substitution of liability agreement.

SECTION 3.16 Realization Upon Defaulted Mortgage Loans.

(a) The Master Servicer shall, consistent with the servicing standard set forth in Section 3.01, foreclose upon or otherwise comparably convert the ownership of properties securing such of the Mortgage Loans as come into and continue in default and as to which no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.07. The Master Servicer shall be responsible for all costs and expenses incurred by it in any such proceedings; provided, however, that such costs and expenses will be recoverable as Servicing Advances by the Master Servicer as contemplated in Section 3.11 and Section 3.23. The foregoing is subject to the provision that, in any case in which Mortgaged Property shall have suffered damage from an Uninsured Cause, the Master Servicer shall not be required to expend its own funds toward the restoration of such property unless it shall determine in its discretion that such restoration will increase the proceeds of liquidation of the related Mortgage Loan after reimbursement to itself for such expenses.

(b) Notwithstanding the foregoing provisions of this Section 3.16 or any other provision of this Agreement, with respect to any Mortgage Loan as to which the Master Servicer has received actual notice of, or has actual knowledge of, the presence of any toxic or hazardous substance on the related Mortgaged Property, the Master Servicer shall not, on behalf of the Trustee, either (i) obtain title to such Mortgaged Property as a result of or in lieu of foreclosure or otherwise, or (ii) otherwise acquire possession of, or take any other action with respect to, such Mortgaged Property, if, as a result of any such action, the Trustee, the Trust Fund, the Trust Administrator, the Master Servicer or the Certificateholders would be considered to hold title to, to be a “mortgagee-in- possession” of, or to be an “owner” or “operator” of such Mortgaged Property within the meaning of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended from time to time, or any comparable law, unless the Master Servicer has also previously determined, based on its reasonable judgment and a report prepared by a Person who regularly conducts environmental audits using customary industry standards, that:

(1) such Mortgaged Property is in compliance with applicable environmental laws or, if not, that it would be in the best economic interest of the Trust Fund to take such actions as are necessary to bring the Mortgaged Property into compliance therewith; and

(2) there are no circumstances present at such Mortgaged Property relating to the use, management or disposal of any hazardous substances, hazardous materials, hazardous wastes, or petroleum-based materials for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any federal, state or local law or regulation, or that if any such materials are present for which such action could be required, that it would be in the best economic interest of the Trust Fund to take such actions with respect to the affected Mortgaged Property.

The cost of the environmental audit report contemplated by this Section 3.23 shall be advanced by the Master Servicer, subject to the Master Servicer’s right to be reimbursed therefor from the Collection Account as provided in Section 3.11(a)(ix), such right of reimbursement being prior to the rights of Certificateholders to receive any amount in the Collection Account received in respect of the affected Mortgage Loan or other Mortgage Loans.

If the Master Servicer determines, as described above, that it is in the best economic interest of the Trust Fund to take such actions as are necessary to bring any such Mortgaged Property into compliance with applicable environmental laws, or to take such action with respect to the containment, clean-up or remediation of hazardous substances, hazardous materials, hazardous wastes or petroleum-based materials affecting any such Mortgaged Property, then the Master Servicer shall take such action as it deems to be in the best economic interest of the Trust Fund. The cost of any such compliance, containment, cleanup or remediation shall be advanced by the Master Servicer, subject to the Master Servicer’s right to be reimbursed therefor from the Collection Account as provided in Section 3.11(a)(ix), such right of reimbursement being prior to the rights of Certificateholders to receive any amount in the Collection Account received in respect of the affected Mortgage Loan or other Mortgage Loans.

(c) [Reserved].

(d) Proceeds received in connection with any Final Recovery Determination, as well as any recovery resulting from a partial collection of Insurance Proceeds or Liquidation Proceeds, in respect of any Mortgage Loan, will be applied in the following order of priority: first, to reimburse the Master Servicer or any Sub-Servicer for any related unreimbursed Servicing Advances and P&I Advances, pursuant to Section 3.11(a)(ii) or (a)(iii)(B); second, to accrued and unpaid interest on the Mortgage Loan, to the date of the Final Recovery Determination, or to the Due Date prior to the Distribution Date on which such amounts are to be distributed if not in connection with a Final Recovery Determination; and third, as a recovery of principal of the Mortgage Loan. If the amount of the recovery so allocated to interest is less than the full amount of accrued and unpaid interest due on such Mortgage Loan, the amount of such recovery will be allocated by the Master Servicer as follows: first, to unpaid Servicing Fees and Administration Fees; and second, to the balance of the interest then due and owing. The portion of the recovery so allocated to unpaid Servicing Fees and unpaid Administration Fees shall be reimbursed to the Master Servicer or any Sub-Servicer pursuant to Section 3.11(a)(iii)(A).

SECTION 3.17 Trustee to Cooperate; Release of Mortgage Files.

(a) Upon the payment in full of any Mortgage Loan, or the receipt by the Master Servicer of a notification that payment in full shall be escrowed in a manner customary for such purposes, the Master Servicer will immediately notify the Custodian, on behalf of the Trustee, by a certification in the form of Exhibit E (which certification shall include a statement to the effect that all amounts received or to be received in connection with such payment which are required to be deposited in the Collection Account pursuant to Section 3.10 have been or will be so deposited) of a Servicing Officer and shall request that the Custodian, on behalf of the Trustee, deliver to it the Mortgage File. Upon receipt of such certification and request, the Custodian, on behalf of the Trustee, shall promptly release the related Mortgage File to the Master Servicer, and the Master Servicer is authorized to cause the removal from the registration on the MERS® System of any such Mortgage, if applicable, and to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of satisfaction or cancellation or of partial or full release. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Collection Account or the Distribution Account.

The Trustee (or a Custodian on its behalf) shall, at the written request and expense of any Certificateholder, provide a written report to such Certificateholder of all Mortgage Files released to the Master Servicer for servicing purposes.

(b) From time to time and as appropriate for the servicing or foreclosure of any Mortgage Loan, including, for this purpose, collection under any Primary Mortgage Insurance Policy or any other insurance policy relating to the Mortgage Loans, the Custodian, on behalf of the Trustee, shall, upon request of the Master Servicer and delivery to the Custodian and the Trustee of a Request for Release in the form of Exhibit E-l, release the related Mortgage File to the Master Servicer, and the Custodian, on behalf of the Trustee, shall, at the direction of the Master Servicer, execute such documents as shall be necessary to the prosecution of any such proceedings. Such Request for Release shall obligate the Master Servicer to return each and every document previously requested from the Mortgage File to the Custodian when the need therefor by the Master Servicer no longer exists, unless the Mortgage Loan has been liquidated and the Liquidation Proceeds relating to the Mortgage Loan have been deposited in the Collection Account or the Mortgage File or such document has been delivered to an attorney, or to a public trustee or other public official as required by law, for purposes of initiating or pursuing legal action or other proceedings for the foreclosure of the Mortgaged Property either judicially or non-judicially, and the Master Servicer has delivered to the Custodian, on behalf of the Trustee, a certificate of a Servicing Officer certifying as to the name and address of the Person to which such Mortgage File or such document was delivered and the purpose or purposes of such delivery. Upon receipt of a certificate of a Servicing Officer stating that such Mortgage Loan was liquidated and that all amounts received or to be received in connection with such liquidation that are required to be deposited into the Collection Account have been so deposited, or that such Mortgage Loan has become an REO Property, a copy of the Request for Release shall be released by the Custodian, on behalf of the Trustee, to the Master Servicer.

(c) Upon written certification of a Servicing Officer, the Trustee shall execute and deliver to the Master Servicer any court pleadings, requests for trustee’s sale or other documents reasonably necessary to the foreclosure or trustee’s sale in respect of a Mortgaged Property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note or Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or rights provided by the Mortgage Note or Mortgage or otherwise available at law or in equity. Each such certification shall include a request that such pleadings or documents be executed by the Trustee and a statement as to the reason such documents or pleadings are required and that the execution and delivery thereof by the Trustee will not invalidate or otherwise affect the lien of the Mortgage, except for the termination of such a lien upon completion of the foreclosure or trustee’s sale.

SECTION 3.18 Servicing Compensation.

As compensation for the activities of the Master Servicer hereunder, the Master Servicer shall be entitled to the Servicing Fee and the Administration Fee and Buydown Funds with respect to each Mortgage Loan payable solely from payments of interest in respect of such Mortgage Loan, subject to Section 3.24. In addition, the Master Servicer shall be entitled to recover unpaid Servicing Fees and unpaid Administration Fees out of Insurance Proceeds or Liquidation Proceeds to the extent permitted by Section 3.11(a)(iii)(A) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.23. The right to receive the Servicing Fee and the Administration Fee may not be transferred in whole or in part except in connection with the transfer of all of the Master Servicer’s responsibilities and obligations under this Agreement.

Additional servicing compensation in the form of assumption fees, late payment charges and other similar fees and charges shall be retained by the Master Servicer (subject to Section 3.24) only to the extent such fees or charges are received by the Master Servicer. The Master Servicer shall also be entitled pursuant to Section 3.11(a)(iv) to withdraw from the Collection Account, and pursuant to Section 3.23(b) to withdraw from any REO Account, as additional servicing compensation, interest or other income earned on deposits therein, subject to Section 3.12 and Section 3.24. The Master Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including premiums due under any Primary Insurance Policies, if applicable, premiums for the insurance required by Section 3.14, to the extent such premiums are not paid by the related Mortgagors or by a Sub-Servicer, servicing compensation of each Sub-Servicer, and to the extent provided herein in Section 8.05, the fees and expenses of the Trustee and the Trust Administrator) and shall not be entitled to reimbursement therefor except as specifically provided herein.

SECTION 3.19 Reports to the Trust Administrator; Collection Account Statements.

Not later than fifteen days after each Distribution Date, the Master Servicer shall forward to the Trust Administrator and the Trustee, upon the request of the Trust Administrator or the Trustee, a statement prepared by the Master Servicer setting forth the status of the Collection Account as of the close of business on the last day of the calendar month relating to such Distribution Date and showing, for the period covered by such statement, the aggregate amount of deposits into and withdrawals from the Collection Account of each category of deposit specified in Section 3.10(a) and each category of withdrawal specified in Section 3.11. Such statement may be in the form of the then current Xxxxxx Mae Monthly Accounting Report for its Guaranteed Mortgage Pass-Through Program with appropriate additions and changes, and shall also include information as to the aggregate of the outstanding principal balances of all of the Mortgage Loans as of the last day of the calendar month immediately preceding such Distribution Date. Copies of such statement shall be provided by the Trust Administrator to the Certificates Registrar, and the Certificate Registrar shall provide the same to any Certificateholder and to any Person identified to the Certificate Registrar as a prospective transferee of a Certificate, upon the request and at the expense of the requesting party, provided such statement is delivered by the Master Servicer to the Trust Administrator and by the Trust Administrator to the Certificate Registrar.

SECTION 3.20 Statement as to Compliance.

The Master Servicer shall deliver to the Trustee, the Trust Administrator, the Depositor and the Rating Agencies on or before March 15 of each year, commencing in 2006, an Officer’s Certificate, certifying that with respect to the period ending December 31 of the prior year: (i) such Servicing Officer has reviewed the activities of such Master Servicer during the preceding calendar year or portion thereof and its performance under this Agreement, (ii) to the best of such Servicing Officer’s knowledge, based on such review, such Master Servicer has performed and fulfilled its duties, responsibilities and obligations under this Agreement in all material respects throughout such year, or, if there has been a default in the fulfillment of any such duties, responsibilities or obligations, specifying each such default known to such Servicing Officer and the nature and status thereof, (iii) nothing has come to the attention of such Servicing Officer to lead such Servicing Officer to believe that any Servicer has failed to perform any of its duties, responsibilities and obligations under its Servicing Agreement in all material respects throughout such year, or, if there has been a material default in the performance or fulfillment of any such duties, responsibilities or obligations, specifying each such default known to such Servicing Officer and the nature and status thereof. Copies of such statements shall be provided to any Certificateholder upon request, by the Trust Administrator at the Master Servicer’s expense.

SECTION 3.21 Independent Public Accountants’ Servicing Report.

The Master Servicer at its expense shall cause a nationally recognized firm of independent certified public accountants to furnish a statement to the Trustee, the Trust Administrator, the Depositor and the Rating Agencies on or before March 15 of each year, commencing in 2006 to the effect that, with respect to the most recently ended fiscal year, such firm has examined certain records and documents relating to the Master Servicer’s performance of its servicing obligations under this Agreement and pooling and servicing and trust agreements in material respects similar to this Agreement and to each other and that, on the basis of such examination conducted substantially in compliance with the audit program for mortgages serviced for Xxxxxxx Mac or the Uniform Single Attestation Program for Mortgage Bankers, such firm is of the opinion that the Master Servicer’s activities have been conducted in compliance with this Agreement, or that such examination has disclosed no material items of noncompliance except for (i) such exceptions as such firm believes to be immaterial, (ii) such other exceptions as are set forth in such statement and (iii) such exceptions that the Uniform Single Attestation Program for Mortgage Bankers or the Audit Program for Mortgages Serviced by Xxxxxxx Mac requires it to report. Copies of such statements shall be provided to any Certificateholder upon request by the Trust Administrator at the expense of the Master Servicer. If such report discloses exceptions that are material, the Master Servicer shall advise the Trustee whether such exceptions have been or are susceptible of cure, and if susceptible of cure will take prompt action to cure.

SECTION 3.22 Access to Certain Documentation.

The Master Servicer shall provide to the Office of the Controller of the Currency, the Office of Thrift Supervision, the FDIC, and any other federal or state banking or insurance regulatory authority that may exercise authority over any Certificateholder, access to the documentation regarding the Mortgage Loans required by applicable laws and regulations. Such access shall be afforded without charge, but only upon reasonable request and during normal business hours at the offices of the Master Servicer designated by it. In addition, access to the documentation regarding the Mortgage Loans required by applicable laws and regulations will be provided to such Certificateholder, the Trustee, the Trust Administrator and to any Person identified to the Master Servicer as a prospective transferee of a Certificate, upon reasonable request during normal business hours at the offices of the Master Servicer designated by it at the expense of the Person requesting such access.

SECTION 3.23 Title, Management and Disposition of REO Property.

(a) The deed or certificate of sale of any REO Property shall be taken in the name of the Trustee, or its nominee, in trust for the benefit of the Certificateholders. The Master Servicer, on behalf of the Trust Fund, shall either sell any REO Property before the close of the third taxable year following the year the Trust Fund acquires ownership of such REO Property for purposes of Section 860G(a)(8) of the Code or request from the Internal Revenue Service, no later than 60 days before the day on which the above three-year grace period would otherwise expire, an extension of the above three-year grace period, unless the Master Servicer shall have delivered to the Trustee, the Trust Administrator and the Depositor an Opinion of Counsel, addressed to the Trustee, the Trust Administrator and the Depositor, to the effect that the holding by the Trust Fund of such REO Property subsequent to the close of the third taxable year after its acquisition will not result in the imposition on the Trust Fund of taxes on “prohibited transactions” thereof, as defined in Section 860F of the Code, or cause any Trust REMIC to fail to qualify as a REMIC under Federal law at any time that any Certificates are outstanding. The Master Servicer shall manage, conserve, protect and operate each REO Property for the Certificateholders solely for the purpose of its prompt disposition and sale in a manner which does not cause such REO Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code or result in the receipt by any Trust REMIC of any “income from non-permitted assets” within the meaning of Section 860F(a)(2)(B) of the Code, or any “net income from foreclosure property” which is subject to taxation under the REMIC Provisions.

(b) The Master Servicer shall segregate and hold all funds collected and received in connection with the operation of any REO Property separate and apart from its own funds and general assets and shall establish and maintain with respect to REO Properties an account held in trust for the Trustee for the benefit of the Certificateholders (the “REO Account”), which shall be an Eligible Account. The Master Servicer shall be permitted to allow the Collection Account to serve as the REO Account, subject to separate ledgers for each REO Property. The Master Servicer shall be entitled to retain or withdraw any interest income paid on funds deposited in the REO Account.

(c) The Master Servicer shall have full power and authority, subject only to the specific requirements and prohibitions of this Agreement, to do any and all things in connection with any REO Property as are consistent with the manner in which the Master Servicer manages and operates similar property owned by the Master Servicer or any of its Affiliates, all on such terms and for such period as the Master Servicer deems to be in the best interests of Certificateholders. In connection therewith, the Master Servicer shall deposit, or cause to be deposited in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than two Business Days after the Master Servicer’s receipt thereof, and shall thereafter deposit in the REO Account, in no event more than one Business Day after the deposit of such funds into the clearing account, all revenues received by it with respect to an REO Property and shall withdraw therefrom funds necessary for the proper operation, management and maintenance of such REO Property including, without limitation:

(i) all insurance premiums due and payable in respect of such REO Property;

(ii) all real estate taxes and assessments in respect of such REO Property that may result in the imposition of a lien thereon; and

(iii) all costs and expenses necessary to maintain such REO Property.

To the extent that amounts on deposit in the REO Account with respect to an REO Property are insufficient for the purposes set forth in clauses (i) through (iii) above with respect to such REO Property, the Master Servicer shall advance from its own funds such amount as is necessary for such purposes if, but only if, the Master Servicer would make such advances if the Master Servicer owned the REO Property and if in the Master Servicer’s judgment, the payment of such amounts will be recoverable from the rental or sale of the REO Property.

Notwithstanding the foregoing, none of the Master Servicer, the Trust Administrator or the Trustee shall:

(i) authorize the Trust Fund to enter into, renew or extend any New Lease with respect to any REO Property, if the New Lease by its terms will give rise to any income that does not constitute Rents from Real Property;

(ii) authorize any amount to be received or accrued under any New Lease other than amounts that will constitute Rents from Real Property;

(iii) authorize any construction on any REO Property, other than the completion of a building or other improvement thereon, and then only if more than ten percent of the construction of such building or other improvement was completed before default on the related Mortgage Loan became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or

(iv) authorize any Person to Directly Operate any REO Property on any date more than 90 days after its date of acquisition by the Trust Fund;

unless, in any such case, the Master Servicer has obtained an Opinion of Counsel, provided to the Trust Administrator and the Trustee, to the effect that such action will not cause such REO Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code at any time that it is held by the Trust Fund, in which case the Master Servicer may take such actions as are specified in such Opinion of Counsel.

The Master Servicer may contract with any Independent Contractor for the operation and management of any REO Property, provided that:

(i) the terms and conditions of any such contract shall not be inconsistent herewith;

(ii) any such contract shall require, or shall be administered to require, that the Independent Contractor pay all costs and expenses incurred in connection with the operation and management of such REO Property, including those listed above and remit all related revenues (net of such costs and expenses) to the Master Servicer as soon as practicable, but in no event later than thirty days following the receipt thereof by such Independent Contractor;

(iii) none of the provisions of this Section 3.23(c) relating to any such contract or to actions taken through any such Independent Contractor shall be deemed to relieve the Master Servicer of any of its duties and obligations to the Trustee on behalf of the Certificateholders with respect to the operation and management of any such REO Property; and

(iv) the Master Servicer shall be obligated with respect thereto to the same extent as if it alone were performing all duties and obligations in connection with the operation and management of such REO Property.

The Master Servicer shall be entitled to enter into any agreement with any Independent Contractor performing services for it related to its duties and obligations hereunder for indemnification of the Master Servicer by such Independent Contractor, and nothing in this Agreement shall be deemed to limit or modify such indemnification. The Master Servicer shall be solely liable for all fees owed by it to any such Independent Contractor, irrespective of whether the Master Servicer’s compensation pursuant to Section 3.18 is sufficient to pay such fees.

(d) In addition to the withdrawals permitted under Section 3.23(c), the Master Servicer may from time to time make withdrawals from the REO Account for any REO Property: (i) to pay itself or any Sub-Servicer unpaid Servicing Fees of Administration Fees in respect of the related Mortgage Loan; and (ii) to reimburse itself or any Sub-Servicer for unreimbursed Servicing Advances and P&I Advances made in respect of such REO Property or the related Mortgage Loan. Any income from the related REO Property received during any calendar months prior to a Final Recovery Determination, net of any withdrawals made pursuant to Section 3.23(c) or this Section 3.23(d), shall be withdrawn by the Master Servicer from each REO Account maintained by it and remitted to the Paying Agent for deposit into the Distribution Account in accordance with Section 3.10(d)(ii) on the Master Servicer Remittance Date relating to a Final Recovery Determination with respect to such Mortgage Loan, for distribution on the related Distribution Date in accordance with Section 4.01.

(e) Subject to the time constraints set forth in Section 3.23(a), and further subject to obtaining the approval of the insurer under any related Primary Mortgage Insurance Policy (if and to the extent that such approvals are necessary to make claims under such policies in respect of the affected REO Property), each REO Disposition shall be carried out by the Master Servicer at such price and upon such terms and conditions as the Master Servicer shall deem necessary or advisable, as shall be normal and usual in its general servicing activities for similar properties.

(f) The proceeds from the REO Disposition, net of any amount required by law to be remitted to the Mortgagor under the related Mortgage Loan and net of any payment or reimbursement to the Master Servicer or any Sub-Servicer as provided above, shall be remitted to the Paying Agent for deposit in the Distribution Account in accordance with Section 3.10(d)(ii) on the Master Servicer Remittance Date in the month following the receipt thereof for distribution on the related Distribution Date in accordance with Section 4.01. Any REO Disposition shall be for cash only (unless changes in the REMIC Provisions made subsequent to the Startup Day allow a sale for other consideration).

(g) The Master Servicer shall file information returns with respect to the receipt of mortgage interest received in a trade or business, reports of foreclosures and abandonments of any Mortgaged Property and cancellation of indebtedness income with respect to any Mortgaged Property as required by Sections 6050H, 6050J and 6050P of the Code, respectively. Such reports shall be in form and substance sufficient to meet the reporting requirements imposed by such Sections 6050H, 6050J and 6050P of the Code.

SECTION 3.24 Obligations of the Master Servicer in Respect of Prepayment Interest Shortfalls.

With respect to each Collateral Pool, the Master Servicer shall deliver to the Paying Agent for deposit into the Distribution Account on or before 12:00 p.m. New York time on the Master Servicer Remittance Date from its own funds (or from a Sub-Servicer’s own funds received by the Master Servicer in respect of Compensating Interest) an amount equal to the lesser of (i) the aggregate of the Prepayment Interest Shortfalls for the related Distribution Date resulting from full or partial Principal Prepayments during the related Prepayment Period and (ii) the applicable Compensating Interest Payment for that Collateral Pool.

SECTION 3.25 Obligations of the Master Servicer in Respect of Monthly Payments.

In the event that a shortfall in any collection on or liability with respect to any Mortgage Loan results from or is attributable to adjustments to Stated Principal Balances that were made by the Master Servicer in a manner not consistent with the terms of the related Mortgage Note and this Agreement, the Master Servicer, upon discovery or receipt of notice thereof, immediately shall deliver to the Paying Agent for deposit in the Distribution Account from its own funds the amount of any such shortfall and shall indemnify and hold harmless the Trust Fund, the Trustee, the Trust Administrator, the Depositor and any successor master servicer in respect of any such liability. Such indemnities shall survive the termination or discharge of this Agreement. If amounts paid by the Master Servicer with respect to any Mortgage Loan pursuant to this Section 3.25 are subsequently recovered from the related Mortgagor, the Master Servicer shall be permitted to reimburse itself for such amounts paid by it pursuant to this Section 3.25 from such recoveries.

ARTICLE IV

PAYMENTS TO CERTIFICATEHOLDERS

SECTION 4.01   Distributions.

(a) (1) On each Distribution Date, the Paying Agent, in accordance with calculations and determinations made by the Trust Administrator as reflected in the statement to Certificateholders prepared by the Trust Administrator pursuant to Section 4.02, shall withdraw from the Distribution Account an amount equal to the related Group I Available Distribution Amount for each Loan Group within Collateral Pool I. Distributions on each Distribution Date with respect to the Group I Certificates will be made in the following amounts and order of priority, from the related Available Distribution Amount or related Available Distribution Amounts:

(i) from the Available Distribution Amount for each Loan Group, concurrently, to the Holders of the related Super Senior Certificates and Senior Support Certificates or Senior Support Components, as applicable, the Interest Distribution Amount for each Class or Component, as the case may be, and such Distribution Date, on a pro rata basis based on their respective entitlements to interest pursuant to this clause;

(ii) from the remaining Available Distribution Amount for each Loan Group, concurrently to the Holders of the related Super Senior Certificates and Senior Support Certificates or Senior Support Components, as applicable, and on the first Distribution Date, the Holders of any related Residual Certificates, to the extent of the related Senior Principal Distribution Amount for for each Class or Component, as the case may be, in reduction of the Certificate Principal Balances or Component Principal Balance of each such Class or Component, distributable first to the Holders of any related Class of Residual Certificates until the Certificate Principal Balance thereof has been reduced to zero and then to the Holders of each such Class or Component of the related Class A Certificates, on a pro rata basis based on their respective Certificate Principal Balances or Component Principal Balance, until the Certificate Principal Balances or Component Principal Balance thereof has been reduced to zero;

(iii) from the remaining Available Distribution Amounts for all Loan Groups within Collateral Pool I, to the Holders of the related Subordinate Certificates, the related Interest Distribution Amount for each Class of the related Subordinate Certificates for such Distribution Date, distributable to the Holders of the Subordinate Certificates related to such Collateral Pool in the order of priority from the Class of such Subordinate Certificates with the lowest numerical designation to the Class of such Subordinate Certificates with the highest numerical designation;

(iv) from the remaining Available Distribution Amounts for all Loan Groups within Collateral Pool I, to the Holders of the related Subordinate Certificates, an aggregate amount equal to the related Subordinate Principal Distribution Amount for such Distribution Date, allocable among the related Classes of Subordinate Certificates in reduction of the Certificate Principal Balances thereof pro rata in accordance with the respective amounts payable as to each such Class pursuant to the priorities and amounts set forth in Section 4.01(b)(i);

(v) from the remaining Available Distribution Amounts for all Loan Groups within Collateral Pool I, if such Distribution Date follows the expiration of the latest expiring prepayment charge, penalty or premium on any Mortgage Loan remaining such Collateral Pool, to the Class I-P Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and

(vi) from the remaining Available Distribution Amounts for all Loan Groups within Collateral Pool I, to the Holders of the Class I-R Certificates, any remaining amounts.

(2) On each Distribution Date, the Paying Agent, in accordance with calculations and determinations made by the Trust Administrator as reflected in the statement to Certificateholders prepared by the Trust Administrator pursuant to Section 4.02, shall withdraw from the Distribution Account an amount equal to the Group II Available Distribution Amount. Distributions on each Distribution Date with respect to the Group II Certificates will be made in the following amounts and order of priority, from the Group II Available Distribution Amount:

(i) concurrently, to the Holders of the related Senior Certificates, the Interest Distribution Amount for each Class of the related Senior Certificates, on a pro rata basis based on their respective entitlements to interest pursuant to this clause;

(ii) concurrently to the Holders of the Group II Class A Certificates, and on the first Distribution Date, the Holders of the Class II-R Certificates, to the extent of the related Senior Principal Distribution Amount for such Certificates, in reduction of the Certificate Principal Balances of such Certificates, distributable first to the Holders of the Class II-R Certificates until the Certificate Principal Balance thereof has been reduced to zero and then to the Holders of each Class of the Group II Class A Certificates, in the order of priority set forth in Section 4.01(a)(4), until the Certificate Principal Balances thereof have been reduced to zero;

(iii) to the Holders of the Group II Subordinate Certificates (other than the Class of Group II Subordinate Certificates then outstanding with the lowest payment priority), the related Interest Distribution Amount for each Class of the Group II Subordinate Certificates for such Distribution Date, distributable to the Holders of the Group II Subordinate Certificates in the order of priority from the Class of such Subordinate Certificates with the lowest numerical designation to the Class of such Subordinate Certificates with the highest numerical designation;

(iv) to the Holders of the Group II Subordinate Certificates, an aggregate amount equal to the related Subordinate Principal Distribution Amount for such Distribution Date, allocable among the related Classes of Subordinate Certificates in reduction of the Certificate Principal Balances thereof pro rata in accordance with the respective amounts payable as to each such Class pursuant to the priorities and amounts set forth in Section 4.01(b)(i); and

(v) to the Holders of the Class II-R Certificates, any remaining amounts.

(3) [Reserved.]

(4) [Reserved.]

(5) On each Distribution Date, all amounts representing prepayment charges, penalties or premiums in respect of the Group I Mortgage Loans received during the related Prepayment Period will be withdrawn from the Distribution Account and distributed by the Paying Agent to the Holders of the Class I-P Certificates and shall not be available for distribution to the Holders of any other Class of Certificates. The payment of the foregoing amounts to the Holders of the Class I-P Certificates shall not reduce the Certificate Principal Balance thereof.

(6) [Reserved.]

(7) Immediately prior to the distributions to the Holders of the Certificates on each Distribution Date, any adjustments to the Certificate Principal Balances or Component Principal Balance of the Certificates or Components, as applicable, as required by this paragraph shall be made. For each Collateral Pool, an amount equal to the lesser of (x) the amount of related Subsequent Recoveries included in the available funds for such Distribution Date and (y) the aggregate amount of related Realized Losses, other than Excess Bankruptcy Losses, Excess Fraud Losses, Excess Special Hazard Losses and Extraordinary Losses, previously allocated to the Class of Certificates or Components, as the case may be, and that remain “outstanding” as set forth below shall be applied as follows: first, to increase the Certificate Principal Balances or Component Principal Balance of the related Class of Certificates or Components, as the case may be, with the highest payment priority to which such Realized Losses were previously allocated, to the extent of any such Realized Losses previously allocated to such Class of Certificates or Components, as the case may be, and remaining “outstanding”; second, to increase the Certificate Principal Balances or Component Principal Balance of the related Class of Certificates or Components, as the case may be, with the next highest payment priority to which such Realized Losses were previously allocated, to the extent of any such Realized Losses previously allocated to such Class of Certificates or Components, as the case may be, and remaining “outstanding”; and so forth. For purposes of the foregoing, with respect to any Class of Certificates or Components, as the case may be, the amount of previously allocated Realized Losses that have been offset by an increase in Certificate Principal Balances or Component Principal Balance as provided above shall be deemed no longer “outstanding” but not by more than the amount of Realized Losses previously allocated to that Class of Certificates or Components, as the case may be, pursuant to Section 4.04. Holders of any Class of Certificates or Components, as the case may be, with respect to which there shall have been a Certificate Principal Balances or Component Principal Balance increase pursuant to this paragraph will not be entitled to any distribution in respect of interest on the amount of such increase for any Interest Accrual Period preceding the Distribution Date on which such increase occurs. Any such increases shall be applied to the Certificate Principal Balances or Component Principal Balance of each Class of Certificates or Components, as the case may be, in accordance with its respective Percentage Interest.

All references above to the Certificate Principal Balances or Component Principal Balance of any Class of Certificates or Components, as the case may be, shall be to the Certificate Principal Balances or Component Principal Balance of such Class of Certificates or Components, as the case may be, prior to the allocation of Extraordinary Trust Fund Expenses and Realized Losses, in each case allocated to such Class of Certificates or Components, as the case may be, on such Distribution Date pursuant to Section 4.04.

(b) (i) On each Distribution Date, the aggregate distributions of principal made on such date in respect of the Group I Subordinate Certificates pursuant to Section 4.01(a)(1)(iv) above and the aggregate distributions of principal made on such date in respect of the Group II Subordinate Certificates pursuant to Section 4.01(a)(2)(iv) above, respectively, shall be applied among the various Classes thereof, in the order of priority within each Collateral Pool from the Class of related Subordinate Certificates with the lowest numerical designation to the Class of related Subordinate Certificates with the highest numerical designation, in each case to the extent of remaining available funds up to the amount allocable to such Class for such Distribution Date and in each case until the aggregate Certificate Principal Balance of each such Class is reduced to zero, in an amount with respect to each such Class equal to the sum of (X) the related Class B Percentage of the amounts described in clauses (i) through (v) of clause (a) of the definition of Subordinate Principal Distribution Amount, (Y) the portion of the amounts described in clauses (b), (c) and (e) of the definition of Subordinate Principal Distribution Amount allocable to such Class pursuant to Section 4.01(b)(ii) below and (Z) the excess, if any, of the amount required to be distributed to such Class pursuant to this Section 4.01(b)(i) for the immediately preceding Distribution Date, over the aggregate distributions of principal made in respect of such Class of Certificates on such immediately preceding Distribution Date pursuant to Section 4.01 to the extent that any such excess is not attributable to Realized Losses which were allocated to related Subordinate Certificates with a lower priority pursuant to Section 4.04.

(ii) On any Distribution Date, the portion of (a) all net Liquidation Proceeds and Insurance Proceeds with respect to any Group I Mortgage Loans that were the subject of a Final Recovery Determination in the related Prepayment Period and (b) all Principal Prepayments received in respect of the Group I Mortgage Loans in the related Prepayment Period, allocable to principal and not included in the related Senior Principal Distribution Amount, will be allocated on a pro rata basis among the following Classes of Group I Subordinate Certificates (each, an “Eligible Class”) in proportion to the respective outstanding Certificate Principal Balances thereof: (i) the Class I-B1 Certificates, (ii) the Class I-B2 Certificates, if on such Distribution Date the aggregate percentage interest in Collateral Pool I evidenced by the Class I-B2 Certificates, the Class I-B3 Certificates, the Class I-B4 Certificates, the Class I-B5 Certificates and the Class I-B6 Certificates equals or exceeds 4.20% before giving effect to distributions on such Distribution Date, (iii) the Class I-B3 Certificates, if on such Distribution Date the aggregate percentage interest in Collateral Pool I evidenced by the Class I-B3 Certificates, the Class I-B4 Certificates, the Class I-B5 Certificates and the Class I-B6 Certificates equals or exceeds 2.75% before giving effect to distributions on such Distribution Date, (iv) the Class I-B4 Certificates, if on such Distribution Date the aggregate percentage interest in Collateral Pool I evidenced by the Class I-B4 Certificates, the Class I-B5 Certificates and the Class I-B6 Certificates equals or exceeds 1.90% before giving effect to distributions on such Distribution Date, (v) the Class I-B5 Certificates, if on such Distribution Date the aggregate percentage interest in Collateral Pool I evidenced by the Class I-B5 Certificates and the Class I-B6 Certificates equals or exceeds 1.100% before giving effect to distributions on such Distribution Date and (vi) the Class I-B6 Certificates, if on such Distribution Date the percentage interest in Collateral Pool I evidenced by the Class I-B6 Certificates equals or exceeds 0.45% before giving effect to distributions on such Distribution Date. If any of the foregoing Certificates is not an Eligible Class, any amounts allocable to principal and distributable pursuant to this Section 4.01(b)(ii) will be distributed among the Certificates that are Eligible Classes in the manner set forth above.

On any Distribution Date, the portion of (a) all net Liquidation Proceeds and Insurance Proceeds with respect to any Group II Mortgage Loans that were the subject of a Final Recovery Determination in the related Prepayment Period and (b) all Principal Prepayments received in respect of the Group II Mortgage Loans in the related Prepayment Period, allocable to principal and not included in the related Senior Principal Distribution Amounts, will be allocated on a pro rata basis among the following Classes of Group II Subordinate Certificates (each, an “Eligible Class”) in proportion to the respective outstanding Certificate Principal Balances thereof: (i) the Class II-B1 Certificates, (ii) the Class II-B2 Certificates, if on such Distribution Date the aggregate percentage interest in Collateral Pool II evidenced by the Class II-B2 Certificates, the Class II-B3 Certificates, the Class II-B4 Certificates, the Class II-B5 Certificates and the Class II-B6 Certificates equals or exceeds 0.85% before giving effect to distributions on such Distribution Date, (iii) the Class II-B3 Certificates, if on such Distribution Date the aggregate percentage interest in Collateral Pool II evidenced by the Class II-B3 Certificates, the Class II-B4 Certificates, the Class II-B5 Certificates and the Class II-B6 Certificates equals or exceeds 0.60% before giving effect to distributions on such Distribution Date, (iv) the Class II-B4 Certificates, if on such Distribution Date the aggregate percentage interest in Collateral Pool II evidenced by the Class II-B4 Certificates, the Class II-B5 Certificates and the Class II-B6 Certificates equals or exceeds 0.35% before giving effect to distributions on such Distribution Date, (v) the Class II-B5 Certificates, if on such Distribution Date the aggregate percentage interest in Collateral Pool II evidenced by the Class II-B5 Certificates and the Class II-B6 Certificates equals or exceeds 0.25% before giving effect to distributions on such Distribution Date and (vi) the Class II-B6 Certificates, if on such Distribution Date the percentage interest in Collateral Pool II evidenced by the Class II-B6 Certificates equals or exceeds 0.10% before giving effect to distributions on such Distribution Date. If any of the foregoing Certificates is not an Eligible Class, any amounts allocable to principal and distributable pursuant to this Section 4.01(b)(ii) will be distributed among the Certificates that are Eligible Classes in the manner set forth above.

Notwithstanding the foregoing, if the application of the foregoing on any Distribution Date as provided in Section 4.01 would result in a distribution in respect of principal to any Class or Classes of Subordinate Certificates in an amount greater than the remaining Certificate Principal Balance thereof (any such Class, a “Maturing Class”) then: (a) the amount to be allocated to each Maturing Class shall be reduced to a level that, when applied as described above, would exactly reduce the Certificate Principal Balance of such Class to zero and (b) the total amount of the reduction in the amount to be allocated to the Maturing Class or Classes shall be allocated among the remaining related Eligible Classes on a pro rata basis in proportion to the respective outstanding Certificate Principal Balances thereof prior to the allocation thereto of any of the amounts described in the preceding sentence.

(c) All distributions made with respect to each Class of Certificates on each Distribution Date shall be allocated pro rata among the outstanding Certificates in such Class based on their respective Percentage Interests. Payments in respect of each Class of Certificates on each Distribution Date will be made to the Holders of the respective Class of record on the related Record Date (except as otherwise provided in Section 4.01(e) or Section 9.01 respecting the final distribution on such Class), based on the aggregate Percentage Interest represented by their respective Certificates, and shall be made by wire transfer of immediately available funds to the account of any such Holder at a bank or other entity having appropriate facilities therefor, if such Holder shall have so notified the Certificate Registrar in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date and with respect to any Class of Certificates other than the Residual Certificates is the registered owner of Certificates having an initial aggregate Certificate Principal Balance that is in excess of the lesser of (i) $5,000,000 or (ii) two-thirds of the initial Certificate Principal Balance of such Class of Certificates, or otherwise by check mailed by first class mail to the address of such Holder appearing in the Certificate Register. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such Certificate at the Corporate Trust Office of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.

Each distribution with respect to a Book-Entry Certificate shall be paid to the Depository, as Holder thereof, and the Depository shall be responsible for crediting the amount of such distribution to the accounts of its Depository Participants in accordance with its normal procedures. Each Depository Participant shall be responsible for disbursing such distribution to the Certificate Owners that it represents and to each indirect participating brokerage firm (a “brokerage firm” or “indirect participating firm”) for which it acts as agent. Each brokerage firm shall be responsible for disbursing funds to the Certificate Owners that it represents. None of the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar, the Authenticating Agent, the Depositor or the Master Servicer shall have any responsibility therefor except as otherwise provided by this Agreement or applicable law.

(d) The rights of the Certificateholders to receive distributions in respect of the Certificates, and all interests of the Certificateholders in such distributions, shall be as set forth in this Agreement. None of the Holders of any Class of Certificates, the Depositor, the Trustee, the Trust Administrator, the Authenticating Agent, the Paying Agent, the Certificate Registrar or the Master Servicer shall in any way be responsible or liable to the Holders of any other Class of Certificates in respect of amounts properly previously distributed on the Certificates.

(e) Except as otherwise provided in Section 9.01, whenever the Trust Administrator expects that the final distribution with respect to any Class of Certificates will be made on the next Distribution Date, the Trust Administrator shall so timely advise the Paying Agent and the Paying Agent shall, no later than five days after the latest related Determination Date, mail on such date to each Holder of such Class of Certificates a notice to the effect that:

(i) the Paying Agent expects that the final distribution with respect to such Class of Certificates will be made on such Distribution Date, but only upon presentation and surrender of such Certificates at the office of the Certificate Registrar therein specified, and

(ii) no interest shall accrue on such Certificates from and after the end of the related Interest Accrual Period.

(iii) Any funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders to tender their Certificates shall, on such date, be set aside and held in trust by the Paying Agent and credited to the account of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to this Section 4.01(e) shall not have been surrendered for cancellation within six months after the time specified in such notice, the Paying Agent shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation, the Paying Agent shall, directly or through an agent, mail a final notice to remaining non-tendering Certificateholders concerning surrender of their Certificates and shall continue to hold any remaining funds for the benefit of non-tendering Certificateholders. The costs and expenses of maintaining the funds in trust and of contacting such Certificateholders shall be paid out of the assets remaining in such trust fund. If within one year after the final notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Citigroup Global Markets Inc. all such amounts, and all rights of non-tendering Certificateholders in or to such amounts shall thereupon cease. No interest shall accrue or be payable to any Certificateholder on any amount held in trust by the Paying Agent as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with this Section 4.01(e).

SECTION 4.02 Statements to Certificateholders.

On each Distribution Date, the Trust Administrator shall prepare and make available to the Paying Agent, and the Paying Agent shall make available on its website to each Holder of the Regular Certificates, a statement as to the distributions made on such Distribution Date setting forth:

(i) the amount of the distribution made on such Distribution Date to the Holders of Certificates or Components of each such Class allocable to principal;

(ii) the amount of the distribution made on such Distribution Date to the Holders of Certificates or Components of each such Class allocable to interest;

(iii) with respect to each Collateral Pool, the aggregate amount of servicing compensation received by the Master Servicer during the related Due Period and such other customary information as the Trust Administrator deems necessary or desirable, or which a Certificateholder reasonably requests, to enable Certificateholders to prepare their tax returns;

(iv) with respect to each Collateral Pool, the aggregate amount of P&I Advances for such Distribution Date;

(v) with respect to each Collateral Pool, the aggregate Stated Principal Balance of the related Mortgage Loans and any related REO Properties at the close of business on such Distribution Date;

(vi) with respect to each Collateral Pool, the number, aggregate principal balance, weighted average remaining term to maturity and weighted average Mortgage Rate of the related Mortgage Loans as of the related Due Date;

(vii) with respect to each Collateral Pool, the number and aggregate unpaid principal balance of related Mortgage Loans that are (a) delinquent 30 to 59 days, (b) delinquent 60 to 89 days, (c) delinquent 90 or more days in each case, as of the last day of the preceding calendar month, (d) as to which foreclosure proceedings have been commenced and (e) with respect to which the related Mortgagor has filed for protection under applicable bankruptcy laws, with respect to whom bankruptcy proceedings are pending or with respect to whom bankruptcy protection is in force;

(viii) with respect to each Collateral Pool, for any related Mortgage Loan that became an REO Property during the preceding calendar month, the unpaid principal balance and the Stated Principal Balance of such Mortgage Loan as of the date it became an REO Property;

(ix) with respect to each Collateral Pool, the book value and the Stated Principal Balance of any related REO Property as of the close of business on the last Business Day of the calendar month preceding the Distribution Date;

(x) with respect to each Collateral Pool, the aggregate amount of Principal Prepayments made during the related Prepayment Period;

(xi) with respect to each Collateral Pool, the aggregate amount of Realized Losses incurred during the related Prepayment Period (or, in the case of Bankruptcy Losses allocable to interest, during the related Due Period), separately identifying whether such Realized Losses constituted Fraud Losses, Special Hazard Losses or Bankruptcy Losses;

(xii) with respect to each Collateral Pool, the aggregate amount of Extraordinary Trust Fund Expenses withdrawn from the Collection Account or the Distribution Account for such Distribution Date;

(xiii) the aggregate Certificate Principal Balance of each such Class of Certificates after giving effect to the distributions, and allocations of Realized Losses and Extraordinary Trust Fund Expenses made on such Distribution Date, separately identifying any reduction thereof due to allocations of Realized Losses and Extraordinary Trust Fund Expenses;

(xiv) [reserved];

(xv) the Interest Distribution Amount in respect of each such Class of Certificates (other than the Class I-P Certificates) for such Distribution Date and the respective portions thereof, if any, remaining unpaid following the distributions made in respect of such Certificates on such Distribution Date;

(xvi) with respect to each Collateral Pool, the aggregate amount of any Prepayment Interest Shortfalls for such Distribution Date, to the extent not covered by payments by the Master Servicer pursuant to Section 3.24;

(xvii) with respect to each Collateral Pool, the aggregate amount of Relief Act Interest Shortfalls for such Distribution Date;

(xviii) with respect to each Collateral Pool, the then-applicable Bankruptcy Amount, Fraud Loss Amount, and Special Hazard Amount;

(xix) [reserved];

(xx) with respect to each Collateral Pool, for any related Mortgage Loan as to which foreclosure proceedings have been concluded, the unpaid principal balance of such Mortgage Loan as of the date of such conclusion of foreclosure proceedings;

(xxi) with respect to each Collateral Pool, for related Mortgage Loans as to which a Final Liquidation has occurred, the number of Mortgage Loans, the unpaid principal balance of such Mortgage Loans as of the date of such Final Liquidation and the amount of proceeds (including Liquidation Proceeds and Insurance Proceeds) collected in respect of such Mortgage Loans;

(xxii) [reserved].

(xxiii) [reserved].

(xxiii) [reserved].

In the case of information furnished pursuant to subclauses (i) through (iii) above, the amounts shall also be expressed as a dollar amount per Single Certificate of the relevant Class.

Within a reasonable period of time after the end of each calendar year, the Paying Agent shall forward to each Person (with a copy to the Trust Administrator and the Trustee) who at any time during the calendar year was a Holder of a Regular Certificate a statement containing the information set forth in subclauses (i) through (iii) above, aggregated for such calendar year or applicable portion thereof during which such person was a Certificateholder. Such obligation of the Paying Agent shall be deemed to have been satisfied to the extent that substantially comparable information shall be prepared by the Trust Administrator and provided by the Paying Agent pursuant to any requirements of the Code as from time to time are in force.

On each Distribution Date, the Paying Agent shall make available to the Depositor, each Holder of a Residual Certificate, the Trust Administrator and the Master Servicer, a copy of the reports forwarded to the Regular Certificateholders on such Distribution Date and a statement setting forth the amounts, if any, actually distributed with respect to the Residual Certificates, respectively, on such Distribution Date.

Within a reasonable period of time after the end of each calendar year, the Paying Agent shall forward to each Person (with a copy to the Trust Administrator and the Trustee) who at any time during the calendar year was a Holder of a Residual Certificate a statement setting forth the amount, if any, actually distributed with respect to the Residual Certificates, as appropriate, aggregated for such calendar year or applicable portion thereof during which such Person was a Certificateholder. Such obligation of the Paying Agent shall be deemed to have been satisfied to the extent that substantially comparable information shall be prepared by the Trust Administrator and furnished by the Paying Agent to such Holders pursuant to the rules and regulations of the Code as are in force from time to time.

Upon request, the Paying Agent shall forward to each Certificateholder, during the term of this Agreement, such periodic, special, or other reports or information, whether or not provided for herein, as shall be reasonable with respect to the Certificateholder, or otherwise with respect to the purposes of this Agreement, all such reports or information to be provided at the expense of the Certificateholder in accordance with such reasonable and explicit instructions and directions as the Certificateholder may provide. For purposes of this Section 4.02, the Paying Agent’s duties are limited to the extent that the Paying Agent receives timely reports as required from the Trust Administrator and the Master Servicer and that the Trust Administrator receives timely reports as required from the Master Servicer.

On each Distribution Date, the Trust Administrator shall provide Bloomberg Financial Markets, L.P. (“Bloomberg”) (1) CUSIP level factors for each class of Certificates as of such Distribution Date and (2) the number and aggregate unpaid principal balance of Mortgage Loans that are (a) delinquent 30 to 59 days, (b) delinquent 60 to 89 days, (c) delinquent 90 or more days in each case, as of the last day of the preceding calendar month, (d) as to which foreclosure proceedings have been commenced and (e) with respect to which the related Mortgagor has filed for protection under applicable bankruptcy laws, with respect to whom bankruptcy proceedings are pending or with respect to whom bankruptcy protection is in force, in each case using a format and media mutually acceptable to the Trust Administrator and Bloomberg.

SECTION 4.03 Remittance Reports; P&I Advances.

(a) On the second Business Day prior to the related Distribution Date, the Master Servicer shall deliver to the Trust Administrator, the Paying Agent and the Trustee by telecopy (or by such other means as the Master Servicer, the Paying Agent and the Trust Administrator and the Trustee may agree from time to time) a Remittance Report with respect to the related Distribution Date. Such Remittance Report will include (i) the amount of P&I Advances to be made by the Master Servicer in respect of the related Distribution Date, the aggregate amount of P&I Advances outstanding after giving effect to such P&I Advances, and the aggregate amount of Nonrecoverable P&I Advances in respect of such Distribution Date and (ii) such other information with respect to the Mortgage Loans as the Trust Administrator or the Paying Agent may reasonably require to perform the calculations necessary for the Paying Agent to make the distributions contemplated by Section 4.01 and for the Trust Administrator to prepare the statements to Certificateholders contemplated by Section 4.02; provided, however, that if the Master Servicer is not the Trust Administrator, the Master Servicer will forward to the successor Trust Administrator the information set forth in clause (i) above on the next Business Day following the latest related Determination Date and the information set forth in clause (ii) above on the fifth Business Day following the last day of the related calendar month. Neither the Trustee, the Paying Agent nor the Trust Administrator shall be responsible to recompute, recalculate or verify any information provided to it by the Master Servicer.

(b) The amount of P&I Advances to be made by the Master Servicer for any Distribution Date shall equal, subject to Section 4.03(d), the sum of (i) the aggregate amount of Monthly Payments (with each interest portion thereof net of the related Servicing Fee and the related Administration Fee), due on the related Due Date in respect of the Mortgage Loans, which Monthly Payments were delinquent as of the close of business on the related Determination Date and (ii) with respect to each REO Property, which REO Property was acquired during or prior to the related Prepayment Period and as to which such REO Property an REO Disposition did not occur during the related Prepayment Period, an amount equal to the Monthly Payments (with each interest portion thereof net of the related Servicing Fee and the related Administration Fee) that would have been due on the related Due Date in respect of the related Mortgage Loans.

On or before 12:00 p.m. New York time on the Master Servicer Remittance Date, the Master Servicer shall remit in immediately available funds to the Paying Agent for deposit in the Distribution Account an amount equal to the aggregate amount of P&I Advances, if any, to be made in respect of the Mortgage Loans and REO Properties for the related Distribution Date either (i) from its own funds or, if received from a Sub-Servicer, from funds remitted by a Sub-Servicer in payment of required P&I Advances or (ii) from the Collection Account, to the extent of funds held therein for future distribution (in which case, it will cause to be made an appropriate entry in the records of Collection Account that amounts held for future distribution have been, as permitted by this Section 4.03, used by the Master Servicer in discharge of any such P&I Advance) or (iii) in the form of any combination of (i) and (ii) aggregating the total amount of P&I Advances to be made by the Master Servicer with respect to the Mortgage Loans and REO Properties. Any amounts held for future distribution and so used shall be appropriately reflected in the Master Servicer’s records and replaced by the Master Servicer by deposit in the Collection Account on or before any future Master Servicer Remittance Date to the extent that the Available Distribution Amount for the related Distribution Date (determined without regard to P&I Advances to be made on the Master Servicer Remittance Date) shall be less than the total amount that would be distributed to the Classes of Certificateholders pursuant to Section 4.01 on such Distribution Date if such amounts held for future distributions had not been so used to make P&I Advances. The Trust Administrator will provide notice to the Master Servicer by telecopy by the close of business on the Master Servicer Remittance Date in the event that the amount remitted by the Master Servicer to the Trust Administrator on such Master Servicer Remittance Date is less than the P&I Advances required to be made by the Master Servicer for the related Distribution Date.

(c) The obligation of the Master Servicer to make such P&I Advances is mandatory, notwithstanding any other provision of this Agreement but subject to (d) below, and, with respect to any Mortgage Loan or REO Property, shall continue until a Final Recovery Determination in connection therewith or the removal thereof from REMIC I pursuant to any applicable provision of this Agreement, except as otherwise provided in this Section.

(d) Notwithstanding anything herein to the contrary, no P&I Advance shall be required to be made hereunder by the Master Servicer if such P&I Advance would, if made, constitute a Nonrecoverable P&I Advance. The determination by the Master Servicer that it has made a Nonrecoverable P&I Advance or that any proposed P&I Advance, if made, would constitute a Nonrecoverable P&I Advance, shall be evidenced by an Officers’ Certificate of the Master Servicer delivered to the Depositor, the Trust Administrator, the Paying Agent and the Trustee.

(e) If the Master Servicer shall fail to make any P&I Advance on any Master Servicer Remittance Date required to be made from its own funds pursuant to this Section 4.03, then the Paying Agent, by not later than 1:00 p.m. on the related Distribution Date, shall make such P&I advance from its own funds by depositing the amount of such advance into the Distribution Account, and the Trust Administrator and the Paying Agent shall include the amount so advanced by the Paying Agent in the Available Distribution Amount distributed on such Distribution Date.

SECTION 4.04 Allocation of Extraordinary Trust Fund Expenses and Realized Losses.

(a) Prior to each Distribution Date, the Master Servicer shall determine as to each Mortgage Loan and REO Property: (i) the total amount of Realized Losses, if any, incurred in connection with any Final Recovery Determinations made during the related Prepayment Period; (ii) whether and the extent to which such Realized Losses constituted Fraud Losses or Special Hazard Losses; and (iii) the respective portions of such Realized Losses allocable to interest and allocable to principal. Prior to each Distribution Date, the Master Servicer shall also determine as to each Mortgage Loan: (A) the total amount of Realized Losses, if any, incurred in connection with any Deficient Valuations made during the related Prepayment Period; and (B) the total amount of Realized Losses, if any, incurred in connection with Debt Service Reductions in respect of Monthly Payments due during the related Due Period. The information described in the two preceding sentences that is to be supplied by the Master Servicer shall be evidenced by an Officers’ Certificate delivered to the Trust Administrator, the Paying Agent and the Trustee by the Master Servicer prior to the Determination Date immediately following the end of (x) in the case of Bankruptcy Losses allocable to interest, the Due Period during which any such Realized Loss was incurred, and (y) in the case of all other Realized Losses, the Prepayment Period during which any such Realized Loss was incurred.

(b) All Realized Losses on the Mortgage Loans related to each Collateral Pool (other than Excess Losses) shall be allocated by the Paying Agent on each Distribution Date in reverse sequential order to the related Subordinate Certificates, in each case until the Certificate Principal Balance thereof has been reduced to zero.

Thereafter, (i) with respect to Collateral Pool I, upon the reduction of the Certificate Principal Balances of the related Subordinate Certificates to zero, all Realized Losses on the Mortgage Loans related to such Collateral Pool (other than Excess Losses) shall be allocated to the Class I-A1A Certificates and the Class I-A12B Certificates as described below (if such Realized Loss is on a Group I-1 Mortgage Loan), to the Class I-A2A Certificates Certificates and the Class I-A12B Certificates as described below (if such Realized Loss is on a Group I-2 Mortgage Loan), to the Class I-A3A Certificates and the Class I-A34B Certificates as described below (if such Realized Loss is on a Group I-3 Mortgage Loan), to the Class I-A4A Certificates and the Class I-A34B Certificates as described below (if such Realized Loss is on a Group I-4 Mortgage Loan) and to the Class I-A5A Certificates and the Class I-A5B Certificates as described below (if such Realized Loss is on a Group I-5 Mortgage Loan) and (ii) with respect to Collateral Pool II, upon the reduction of the Certificate Principal Balances of the related Subordinate Certificates to zero, all Realized Losses on the Mortgage Loans related to such Collateral Pool (other than Excess Losses) shall be allocated to the Group II Class A Certificates on a pro rata basis.

Excess Losses on the Group I Mortgage Loans will be allocated on any Distribution Date by allocating (i) the related Senior Percentage of the Excess Loss to the Class I-A1A Certificates and the Class I-A12B Certificates as described below (if such Excess Loss is on a Group I-1 Mortgage Loan), to the Class I-A2A Certificates and the Class I-A12B Certificates as described below (if such Excess Loss is on a Group I-2 Mortgage Loan), to the Class I-A3A Certificates and the Class I-A34B Certificates as described below (if such Excess Loss is on a Group I-3 Mortgage Loan), to the Class I-A4A Certificates and the Class I-A34B Certificates on as described below (if such Excess Loss is on a Group I-4 Mortgage Loan) or to the Class I-A5A Certificates and the Class I-A5B Certificates as described below (if such Excess Loss is on a Group I-5 Mortgage Loan) and (ii) the related Group I Subordinate Percentage of the Excess Loss to the Group I Subordinate Certificates on a pro rata basis.

Excess Losses on the Mortgage Loans in Collateral Pool II will be allocated on any Distribution Date by allocating (i) the related Senior Percentage of the Excess Loss to the Group II Class A Certificates on a pro rata basis and (ii) the Group II Subordinate Percentage of the Excess Loss to the Group II Subordinate Certificates on a pro rata basis.

Any Extraordinary Trust Fund Expenses relating to Collateral Pool I will be allocated on any Distribution Date as follows: first, to the Class I-B6 Certificates; second, to the Class I-B5 Certificates; third, to the Class I-B4 Certificates; fourth, to the Class I-B3 Certificates; fifth, to the Class I-B2 Certificates; and sixth, to the Class I-B1 Certificates, in each case until the Certificate Principal Balance of such Class has been reduced to zero. Thereafter, any Extraordinary Trust Fund Expenses relating to Collateral Pool I will be allocated on any Distribution Date among the Group I Class A Certificates on a pro rata basis. Any Extraordinary Trust Fund Expenses relating to Collateral Pool II will be allocated on any Distribution Date as follows: first, to the Class II-B6 Certificates; second, to the Class II-B5 Certificates; third, to the Class II-B4 Certificates; fourth, to the Class II-B3 Certificates; fifth, to the Class II-B2 Certificates; and sixth, to the Class II-B1 Certificates, in each case until the Certificate Principal Balance of such Class has been reduced to zero. Thereafter, the Extraordinary Trust Fund Expenses relating to Collateral Pool II will be allocated on any Distribution Date among the Group II Class A Certificates on a pro rata basis.

Notwithstanding the foregoing, any Realized Loss (including any Excess Loss) or any Extraordinary Trust Fund Expense that is allocated to the Class I-A1A Certificates and Class I-A12B Certificates will be allocated between such classes on a pro rata basis (based on the Certificate Principal Balance of the Class I-A1A Certificates and the Component Principal Balance of the I-A1B Component); provided that any Realized Losses so allocated to the Class I-A1A Certificates and Class I-A12B Certificates will be allocated first to the Class I-A12B Certificates to the extent of the Component Principal Balance of the I-A1B Component until the Component Principal Balance of the I-A1B Component has been reduced to zero and then to the Class I-A1A Certificates. Any Realized Loss (including any Excess Loss) or any Extraordinary Trust Fund Expense that is allocated to the Class I-A2A Certificates and Class I-A12B Certificates will be allocated between such classes on a pro rata basis (based on the Certificate Principal Balance of the Class I-A2A Certificates and the Component Principal Balance of the I-A2B Component); provided that any Realized Losses so allocated to the Class I-A2A Certificates and Class I-A12B Certificates will be allocated first to the Class I-A12B Certificates to the extent of the Component Principal Balance of the I-A2B Component until the Component Principal Balance of the I-A2B Component has been reduced to zero and then to the Class I-A2A Certificates. Any Realized Loss (including any Excess Loss) or any Extraordinary Trust Fund Expense that is allocated to the Class I-A3A Certificates and Class I-A34B Certificates will be allocated between such classes on a pro rata basis (based on the Certificate Principal Balance of the Class I-A3A Certificates and the Component Principal Balance of the I-A3B Component); provided that any Realized Losses so allocated to the Class I-A3A Certificates and Class I-A34B Certificates will be allocated first to the Class I-A34B Certificates to the extent of the Component Principal Balance of the I-A3B Component until the Component Principal Balance of the I-A3B Component has been reduced to zero and then to the Class I-A3A Certificates. Any Realized Loss (including any Excess Loss) or any Extraordinary Trust Fund Expense that is allocated to the Class I-A4A Certificates and Class I-A34B Certificates will be allocated between such classes on a pro rata basis (based on the Certificate Principal Balance of the Class I-A4A Certificates and the Component Principal Balance of the I-A4B Component); provided that any Realized Losses so allocated to the Class I-A4A Certificates and Class I-A34B Certificates will be allocated first to the Class I-A34B Certificates to the extent of the Component Principal Balance of the I-A4B Component until the Component Principal Balance of the I-A4B Component has been reduced to zero and then to the Class I-A4A Certificates. Any Realized Loss (including any Excess Loss) or any Extraordinary Trust Fund Expense that is allocated to the Class I-A5A Certificates and Class I-A5B Certificates will be allocated between such classes on a pro rata basis; provided that any Realized Losses so allocated to the Class I-A5A Certificates and Class I-A5B Certificates will be allocated first to the Class I-A5B Certificates until the Certificate Principal Balance thereof has been reduced to zero and then to the Class I-A5A Certificates.

Notwithstanding the method of allocation of Realized Losses and Extraordinary Fund Expenses above, if any overcollateralization exists when Realized Losses or Extraordinary Trust Fund Expenses are to be allocated, such Realized Losses or Extraordinary Trust Fund Expenses will be allocated first to the overcollateralization, until the overcollateralization is reduced to zero, prior to allocating such Realized Losses or Extraordinary Trust Fund Expenses to the Certificates in accordance with the priorities set forth above.

As used herein, an allocation of a Realized Loss or Extraordinary Trust Fund Expense on a “pro rata basis” among two or more specified Classes of Certificates means an allocation on a pro rata basis, among the various Classes so specified, to each such Class of Certificates on the basis of their then outstanding Certificate Principal Balances prior to giving effect to distributions to be made on such Distribution Date. All Realized Losses and all other losses allocated to a Class of Certificates hereunder will be allocated among the Certificates of such Class in proportion to the Percentage Interests evidenced thereby. Any allocation of a Realized Loss of Extraordinary Trust Fund Expense to a Certificate shall be made by reducing the Certificate Principal Balance thereof by the amount so allocated as of the Distribution Date following the Prepayment Period in which such Realized Loss was incurred.

(c) Notwithstanding anything to the contrary herein, in no event shall the Certificate Principal Balance of a Class A Certificate be reduced more than once in respect of any particular amount both (i) allocable to such Certificate in respect of Realized Losses or Extraordinary Trust Fund Expenses pursuant to Section 4.04 and (ii) payable to the Holder of such Certificate pursuant to Section 4.01(a) as a portion of the Senior Principal Distribution Amount.

SECTION 4.05 Compliance with Withholding Requirements.

Notwithstanding any other provision of this Agreement, the Paying Agent shall comply with all federal withholding requirements respecting payments to Certificateholders of interest or original issue discount that the Paying Agent reasonably believes are applicable under the Code. The consent of Certificateholders shall not be required for such withholding. In the event the Paying Agent does withhold any amount from interest or original issue discount payments or advances thereof to any Certificateholder pursuant to federal withholding requirements, the Paying Agent shall indicate the amount withheld to such Certificateholders.

SECTION 4.06 Commission Reporting.

The Depositor shall prepare or cause to be prepared the initial current report on Form 8-K. Within 15 days after each Distribution Date, the Trust Administrator shall, in accordance with industry standards, file with the Commission via the Electronic Data Gathering and Retrieval System (“XXXXX”), a Form 8-K with a copy of the statement to be furnished to the Certificateholders for such Distribution Date as an exhibit thereto. Prior to January 30, 2006, the Trust Administrator shall, in accordance with industry standards, file a Form 15 Suspension Notice with respect to the Trust Fund, if applicable. Prior to (i) March 31, 2006 and (ii) unless and until a Form 15 Suspension Notice shall have been filed, March 31st of each year thereafter, the Trust Administrator, in its capacity as trust administrator hereunder, shall execute and file a Form 10-K, in substance conforming to industry standards, with respect to the Trust. Such Form 10-K shall include the Master Servicer Certification, the annual independent accountant’s servicing report and annual statement of compliance to be delivered by the Master Servicer pursuant to Sections 3.20 and 3.21. The Depositor hereby grants to the Trust Administrator a limited power of attorney to execute and file the Forms 8-K and the Form 10-K on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Trust Administrator from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust Fund. The Depositor agrees to promptly furnish to the Trust Administrator and the Master Servicer, from time to time upon request, such further information, reports and financial statements within its control related to this Agreement or the Mortgage Loans as the Trust Administrator or the Master Servicer reasonably deems appropriate to prepare and file all necessary reports with the Commission. Neither the Trust Administrator nor the Master Servicer shall have any responsibility to file any items other than those specified in this Section 4.06; provided, however, the Trust Administrator and the Master Servicer will cooperate with the Depositor in connection with any additional filings with respect to the Trust Fund as the Depositor deems necessary under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Fees and expenses incurred by the Trust Administrator or the Master Servicer in connection with this Section 4.06 shall not be reimbursable from the Trust Fund.

SECTION 4.07 Distributions and Allocations of Realized Losses on the REMIC Regular Interests.

With respect to the Group I Mortgage Loans

(a) Interest shall be payable to the REMIC I-A Regular Interests at the REMIC I-A Remittance Rate for each such REMIC I-A Regular Interest on the related Uncertificated Balance.

(b) Distributions of principal shall be deemed to be made from amounts received on the Group I Mortgage Loans to the REMIC I-A Regular Interests, first, so as to keep the Uncertificated Balance of each REMIC I-A Regular Interest ending with the designation “B” equal to 1.0% of the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group; second, to each REMIC I-A Regular Interest ending with the designation “A,” so that the Uncertificated Balance of each such REMIC I-A Regular Interest is equal to 1.0% of the excess of (x) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group over (y) the sum of (i) the Certificate Principal Balance of the related Senior Certificates plus (ii) the Certificate Principal Balance of the related Senior Support Certificates (except that if any such excess is a larger number than in the preceding distribution period, the least amount of principal shall be distributed to such REMIC I-A Regular Interests such that the REMIC I-A Subordinated Balance Ratio is maintained); and third, any remaining principal to REMIC I-A Regular Interest LT-ZZZ.

(c) On each Distribution Date, 100% of the amount paid in respect of Prepayment Charges on the Group I Mortgage Loans shall be paid to REMIC I-A Regular Interest LT-P and on the Distribution Date immediately following the expiration of the latest Prepayment Charge on a Group I Mortgage Loan, as identified on the Prepayment Charge Schedule or any Distribution Date thereafter, $100 shall be distributed to REMIC I-A Regular Interest LT-P pursuant to this clause.

(d) Realized Losses on the Group I Mortgage Loans shall be applied after all distributions have been made on each Distribution Date first, so as to keep the Uncertificated Balance of each REMIC I-A Regular Interest ending with the designation “B” equal to 1.0% of the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group; second, to each REMIC I-A Regular Interest ending with the designation “A,” so that the Uncertificated Balance of each such REMIC I-A Regular Interest is equal to 1.0% of the excess of (x) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group over (y) the sum of (i) the Certificate Principal Balance of the related Senior Certificates plus (ii) the Certificate Principal Balance of the related Senior Support Certificates (except that if any such excess is a larger number than in the preceding distribution period, the least amount of Realized Losses shall be applied to such REMIC I-A Regular Interests such that the REMIC I-A Subordinated Balance Ratio is maintained); and third, any remaining Realized Losses on the Mortgage Loans shall be allocated to REMIC I-A Regular Interest LT-ZZZ. Interest shall be payable to the REMIC I-A Regular Interests at the REMIC I-A Remittance Rate for each such REMIC I-A Regular Interest on the related Uncertificated Balance.

ARTICLE V

THE CERTIFICATES

SECTION 5.01 The Certificates.

(a) The Certificates in the aggregate will represent the entire beneficial ownership interest in the Mortgage Loans and all other assets included in the Trust Fund. At the Closing Date, the aggregate Certificate Principal Balance of the Certificates will equal the aggregate Stated Principal Balance of the Mortgage Loans.

The Certificates will be substantially in the forms annexed hereto as Exhibits A-1 through A-41. The Certificates of each Class will be issuable in registered form only, in denominations of authorized Percentage Interests as described in the definition thereof. Each Certificate will share ratably in all rights of the related Class.

Upon original issue, the Certificates shall be executed by the Paying Agent and delivered by the Authenticating Agent to or upon the order of the Depositor. The Certificates shall be executed and attested by manual or facsimile signature on behalf of the Paying Agent by an authorized signatory. Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Paying Agent shall bind the Paying Agent, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the execution, authentication and delivery of such Certificates or did not hold such offices at the date of such Certificates. No Certificate shall be entitled to any benefit under this Agreement or be valid for any purpose, unless there appears on such Certificate a certificate of authentication substantially in the form provided herein executed by the Authenticating Agent by manual signature, and such certificate of authentication shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication.

(b) The Book-Entry Certificates shall initially be issued as one or more Certificates held by Book-Entry Custodian or, if appointed to hold such Certificates as provided below, the Depository and registered in the name of the Depository or its nominee and, except as provided below, registration of such Certificates may not be transferred by the Certificate Registrar except to another Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. The Certificate Owners shall hold their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided below, shall not be entitled to definitive, fully registered Certificates (“Definitive Certificates”) in respect of such Ownership Interests. All transfers by Certificate Owners of their respective Ownership Interests in the Book- Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s normal procedures. The Paying Agent is hereby initially appointed as the Book-Entry Custodian and hereby agrees to act as such in accordance herewith and in accordance with the agreement that it has with the Depository authorizing it to act as such. The Book-Entry Custodian may, and if it is no longer qualified to act as such, the Book-Entry Custodian shall, appoint, by a written instrument delivered to the Depositor, the Master Servicer and the Trust Administrator and any other transfer agent (including the Depository or any successor Depository) to act as Book-Entry Custodian under such conditions as the predecessor Book-Entry Custodian and the Depository or any successor Depository may prescribe, provided that the predecessor Book-Entry Custodian shall not be relieved of any of its duties or responsibilities by reason of any such appointment of other than the Depository. If the Paying Agent resigns or is removed in accordance with the terms hereof, the successor Paying Agent or, if it so elects, the Depository shall immediately succeed to its predecessor’s duties as Book-Entry Custodian. The Depositor shall have the right to inspect, and to obtain copies of, any Certificates held as Book-Entry Certificates by the Book-Entry Custodian.

The Trustee, the Trust Administrator, the Master Servicer, the Paying Agent, the Authenticating Agent, the Certificate Registrar and the Depositor may for all purposes (including the making of payments due on the Book-Entry Certificates) deal with the Depository as the authorized representative of the Certificate Owners with respect to the Book-Entry Certificates for the purposes of exercising the rights of Certificateholders hereunder. The rights of Certificate Owners with respect to the Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The Paying Agent may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date.

If (i)(A) the Depositor advises the Trust Administrator, the Paying Agent and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository, and (B) the Depositor is unable to locate a qualified successor or (ii) after the occurrence of a Master Servicer Event of Default, Certificate Owners representing in the aggregate not less than 51% of the Ownership Interests of the Book-Entry Certificates advise the Trust Administrator, the Paying Agent and the Certificate Registrar through the Depository, in writing, that the continuation of a book-entry system through the Depository is no longer in the best interests of the Certificate Owners, the Certificate Registrar shall notify all Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of the Book- Entry Certificates by the Book-Entry Custodian or the Depository, as applicable, accompanied by registration instructions from the Depository for registration of transfer, the Paying Agent shall issue the Definitive Certificates. Such Definitive Certificates will be issued in minimum denominations of $100,000, except that any beneficial ownership that was represented by a Book-Entry Certificate in an amount less than $100,000 immediately prior to the issuance of a Definitive Certificate shall be issued in a minimum denomination equal to the amount represented by such Book-Entry Certificate. None of the Depositor, the Master Servicer, the Trust Administrator, the Authenticating Agent, the Paying Agent, the Certificate Registrar nor the Trustee shall be liable for any delay in the delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates all references herein to obligations imposed upon or to be performed by the Depository shall be deemed to be imposed upon and performed by the Certificate Registrar and the Paying Agent, to the extent applicable with respect to such Definitive Certificates, and the Certificate Registrar and the Paying Agent shall recognize the Holders of the Definitive Certificates as Certificateholders hereunder.

SECTION 5.02 Registration of Transfer and Exchange of Certificates.

(a) The Certificate Registrar shall cause to be kept at one of the offices or agencies to be appointed by the Trust Administrator in accordance with the provisions of Section 8.12 a Certificate Register for the Certificates in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided.

(b) No transfer of any Private Certificate or Ownership Interest therein shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “1933 Act”), and an effective registration or qualification under applicable state securities laws, or is made in a transaction that does not require such registration or qualification. In the event that such a transfer of a Private Certificate is to be made without registration or qualification (other than in connection with the initial transfer of any such Certificate by the Depositor to an affiliate of the Depositor), the Certificate Registrar shall require, receipt of written certifications from the Certificateholder desiring to effect the transfer and from such Certificateholder’s prospective transferee, substantially in the forms attached hereto as Exhibit F-1, or in the case of any Definitive Certificate, an opinion of Counsel satisfactory to it that such transfer may be made without such registration (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Trustee, the Trust Administrator, the Certificate Registrar, the Authenticating Agent , the Paying Agent, the Master Servicer in its capacity as such or any Sub-Servicer), together with copies of the written certification(s) of the Certificateholder desiring to effect the transfer and/or such Certificateholder’s prospective transferee upon which such Opinion of Counsel is based, if any. In the event of any such transfer of any Ownership Interest in any Private Certificate that is a Book-Entry Certificate, except with respect to the initial transfer of any such Certificate by the Depositor, such transfer shall be required to be made in reliance upon Rule 144A under the 1933 Act, and the transferor will be deemed to have made each of the representations and warranties set forth on Exhibit F-1 hereto in respect of such interest as if it was evidenced by a Definitive Certificate and the transferee will be deemed to have made each of the representations and warranties set forth on Exhibit F-1 hereto in respect of such interest as if it was evidenced by a Definitive Certificate. None of the Depositor or the Trustee is obligated to register or qualify any such Certificates under the 1933 Act or any other securities laws or to take any action not otherwise required under this Agreement to permit the transfer of such Certificates without registration or qualification. Any Certificateholder desiring to effect the transfer of any such Certificate or Ownership Interest therein shall, and does hereby agree to, indemnify the Trustee, the Trust Administrator, the Certificate Registrar, the Paying Agent, the Authenticating Agent, the Master Servicer and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.

(c) (i) No transfer of a Residual Certificate or any interest therein shall be made to any Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any Person acquiring such Certificates with “Plan Assets” of a Plan within the meaning of the DOL Regulations (“Plan Assets”) as certified by such transferee in the form of Exhibit G, unless the Certificate Registrar is provided with an Opinion of Counsel on which the Certificate Registrar, the Depositor, the Trustee, the Trust Administrator, the Paying Agent, the Authenticating Agent and the Master Servicer may rely, to the effect that the purchase and holding of such Certificates will be permissible under applicable law, ERISA and the Code, will not constitute or result in any non-exempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Depositor, the Master Servicer, the Trustee, the Trust Administrator, the Paying Agent, the Authenticating Agent, the Certificate Registrar or the Trust Fund to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of the Depositor, the Master Servicer, the Trustee, the Trust Administrator, the Paying Agent, the Authenticating Agent, the Certificate Registrar or the Trust Fund. In lieu of such Opinion of Counsel, any prospective Transferee of such Certificates may provide a certification in the form of Exhibit G to this Agreement (or other form acceptable to the Depositor, the Trustee, the Trust Administrator, the Certificate Registrar, the Paying Agent, the Authenticating Agent and the Master Servicer), which the Certificate Registrar may rely upon without further inquiry or investigation. Neither a certification nor an Opinion of Counsel will be required in connection with the initial transfer of any such Certificate by the Depositor to an Affiliate of the Depositor (in which case, the Depositor or any Affiliate thereof shall have deemed to have represented that such Affiliate is not a Plan or a Person investing Plan Assets) and the Certificate Registrar shall be entitled to conclusively rely upon a representation (which, upon the request of the Certificate Registrar, shall be a written representation) from the Depositor of the status of such transferee as an affiliate of the Depositor.

(ii) Each beneficial owner of a Private Certificate, Class I-B1 Certificate, Class I-B2 Certificate, Class I-B3 Certificate, Class II-B1 Certificate, Class II-B2 Certificate or Class II-B3 Certificate or any interest therein shall be deemed to have represented, by virtue of its acquisition and holding of such Certificate or interest therein, that either (A) it is not a Plan or investing with Plan Assets, (B) other than with respect to a Private Certificate, it has acquired and is holding such Certificate in reliance on the Underwriter’s Exemption granted by the Department of Labor on April 18, 1991 as Prohibited Transaction Exemption (“PTE”) 91-23 at 56 F.R. 15936 and amended on July 21, 1997 as PTE 97-34 at 62 F.R. 39021 and further amended on November 13, 2000 by PTE 2000-58 at 65 F.R. 67765 and on August 22, 2002 by PTE 2001-41 at 67 F.R. 54487 (“Underwriter’s Exemption”), and that it understands that there are certain conditions to the availability of the Underwriter’s Exemption, including that the certificate must be rated, at the time of purchase, not lower than “BBB-” (or its equivalent) by Fitch, Xxxxx’x or S&P and, in the case of a Class II-B1 Certificate, Class II-B2 Certificate or a Class II-B3 Certificate, it will represent that it is an “accredited investor” as defined in Rule 501(a)(1) of Regulation D under the Securities Act and will obtain a representation from any transferee that such transferee is an accredited investor so long as it is required to obtain a representation regarding compliance with the Securities Act, or (C) (i) it is an insurance company, (ii) the source of funds used to acquire or hold the Certificate or interest therein is an “insurance company general account,” as defined in Prohibited Transaction Class Exemption (“PTCE”) 95-60, and (iii) the conditions in Sections I and III of PTCE 95-60 have been satisfied.

(iii) If any Certificate or any interest therein is acquired or held in violation of the provisions of the preceding two paragraphs, the next preceding permitted beneficial owner will be treated as the beneficial owner of that Certificate retroactive to the date of transfer to the purported beneficial owner. Any purported beneficial owner whose acquisition or holding of any such Certificate or interest therein was effected in violation of the provisions of the preceding paragraph shall indemnify and hold harmless the Depositor, the Master Servicer, the Trustee, the Trust Administrator, the Certificate Registrar, the Paying Agent, the Authenticating Agent and the Trust Fund from and against any and all liabilities, claims, costs or expenses incurred by those parties as a result of that acquisition or holding.

(d) (i) Each Person who has or who acquires any Ownership Interest in a Residual Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the following provisions and to have irrevocably authorized the Paying Agent or its designee under clause (iii)(A) below to deliver payments to a Person other than such Person and to negotiate the terms of any mandatory sale under clause (iii)(B) below and to execute all instruments of Transfer and to do all other things necessary in connection with any such sale. The rights of each Person acquiring any Ownership Interest in a Residual Certificate are expressly subject to the following provisions:

(A) Each Person holding or acquiring any Ownership Interest in a Residual Certificate shall be a Permitted Transferee and shall promptly notify the Certificate Registrar of any change or impending change in its status as a Permitted Transferee.

(B) In connection with any proposed Transfer of any Ownership Interest in a Residual Certificate, the Certificate Registrar shall require delivery to it and shall not register the Transfer of any Residual Certificate until its receipt of an affidavit and agreement (a “Transfer Affidavit and Agreement”), in the form attached hereto as Exhibit F-2, from the proposed Transferee, in form and substance satisfactory to the Certificate Registrar, representing and warranting, among other things, that such Transferee is a Permitted Transferee, that it is not acquiring its Ownership Interest in the Residual Certificate that is the subject of the proposed Transfer as a nominee, trustee or agent for any Person that is not a Permitted Transferee, that for so long as it retains its Ownership Interest in a Residual Certificate, it will endeavor to remain a Permitted Transferee, and that it has reviewed the provisions of this Section 5.02(d) and agrees to be bound by them.

(C) Notwithstanding the delivery of a Transfer Affidavit and Agreement by a proposed Transferee under clause (B) above, if a Responsible Officer of the Certificate Registrar who is assigned to this transaction has actual knowledge that the proposed Transferee is not a Permitted Transferee, no Transfer of an Ownership Interest in a Residual Certificate to such proposed Transferee shall be effected.

(D) Each Person holding or acquiring any Ownership Interest in a Residual Certificate shall agree (x) to require a Transfer Affidavit and Agreement from any other Person to whom such Person attempts to transfer its Ownership Interest in a Residual Certificate and (y) not to transfer its Ownership Interest unless it provides a transferor affidavit (a “Transferor Affidavit”), in the form attached hereto as Exhibit F-2, to the Certificate Registrar stating that, among other things, it has no actual knowledge that such other Person is not a Permitted Transferee.

(E) Each Person holding or acquiring an Ownership Interest in a Residual Certificate, by purchasing an Ownership Interest in such Certificate, agrees to give the Certificate Registrar written notice that it is a “pass-through interest holder” within the meaning of temporary Treasury regulation Section 1.67- 3T(a)(2)(i)(A) immediately upon acquiring an Ownership Interest in a Residual Certificate, if it is, or is holding an Ownership Interest in a Residual Certificate on behalf of, a “pass-through interest holder.”

(ii) The Certificate Registrar will register the Transfer of any Residual Certificate only if it shall have received the Transfer Affidavit and Agreement and all of such other documents as shall have been reasonably required by the Certificate Registrar as a condition to such registration. In addition, no Transfer of a Residual Certificate shall be made unless the Certificate Registrar shall have received a representation letter from the Transferee of such Certificate to the effect that such Transferee is a Permitted Transferee.

(iii) (A) If any purported Transferee shall become a Holder of a Residual Certificate in violation of the provisions of this Section 5.02(d), then the last preceding Permitted Transferee shall be restored, to the extent permitted by law, to all rights as Holder thereof retroactive to the date of registration of such Transfer of such Residual Certificate. The Certificate Registrar shall be under no liability to any Person for any registration of Transfer of a Residual Certificate that is in fact not permitted by this Section 5.02(d) or for making any payments due on such Certificate to the Holder thereof or for taking any other action with respect to such Holder under the provisions of this Agreement.

(B) If any purported Transferee shall become a Holder of a Residual Certificate in violation of the restrictions in this Section 5.02(d) and to the extent that the retroactive restoration of the rights of the Holder of such Residual Certificate as described in clause (iii)(A) above shall be invalid, illegal or unenforceable, then the Certificate Registrar shall have the right, without notice to the Holder or any prior Holder of such Residual Certificate, to sell such Residual Certificate to a purchaser selected by the Certificate Registrar on such terms as the Certificate Registrar may choose. Such purported Transferee shall promptly endorse and deliver each Residual Certificate in accordance with the instructions of the Certificate Registrar. Such purchaser may be the Certificate Registrar itself or any Affiliate of the Certificate Registrar. The proceeds of such sale, net of the commissions (which may include commissions payable to the Certificate Registrar or its Affiliates), expenses and taxes due, if any, will be remitted by the Certificate Registrar to such purported Transferee. The terms and conditions of any sale under this clause (iii)(B) shall be determined in the sole discretion of the Certificate Registrar, and the Certificate Registrar shall not be liable to any Person having an Ownership Interest in a Residual Certificate as a result of its exercise of such discretion.

(iv) The Trust Administrator and the Certificate Registrar shall make available to the Internal Revenue Service and those Persons specified by the REMIC Provisions all information necessary to compute any tax imposed (A) as a result of the Transfer of an Ownership Interest in a Residual Certificate to any Person who is a Disqualified Organization, including the information described in Treasury regulations sections 1.860D-1(b)(5) and 1.860E-2(a)(5) with respect to the “excess inclusions” of such Residual Certificate and (B) as a result of any regulated investment company, real estate investment trust, common trust fund, partnership, trust, estate or organization described in Section 1381 of the Code that holds an Ownership Interest in a Residual Certificate having as among its record holders at any time any Person which is a Disqualified Organization. Reasonable compensation for providing such information may be accepted by the Trust Administrator and the Certificate Registrar.

(v) The provisions of this Section 5.02(d) set forth prior to this subsection (v) may be modified, added to or eliminated, provided that there shall have been delivered to the Trust Administrator and the Certificate Registrar at the expense of the party seeking to modify, add to or eliminate any such provision the following:

(A) written notification from the Rating Agencies to the effect that the modification, addition to or elimination of such provisions will not cause the Rating Agencies to downgrade its then-current ratings of any Class of Certificates; and

(B) an Opinion of Counsel, in form and substance satisfactory to the Certificate Registrar and the Trust Administrator, to the effect that such modification of, addition to or elimination of such provisions will not cause any Trust REMIC to cease to qualify as a REMIC and will not cause (x) any Trust REMIC to be subject to an entity-level tax caused by the Transfer of any Residual Certificate to a Person that is not a Permitted Transferee or (y) a Person other than the prospective transferee to be subject to a REMIC-tax caused by the Transfer of a Residual Certificate to a Person that is not a Permitted Transferee.

(e) Subject to the preceding subsections, upon surrender for registration of transfer of any Certificate at any office or agency of the Certificate Registrar maintained for such purpose pursuant to Section 8.12, the Certificate Registrar shall give notice of such surrender to the Paying Agent and the Authenticating Agent. Upon receipt of such notice, the Paying Agent shall execute and the Authenticating Agent shall authenticate and deliver, in the name of the designated Transferee or Transferees, one or more new Certificates of the same Class of a like aggregate Percentage Interest.

(f) At the option of the Holder thereof, any Certificate may be exchanged for other Certificates of the same Class with authorized denominations and a like aggregate Percentage Interest, upon surrender of such Certificate to be exchanged at any office or agency of the Certificate Registrar maintained for such purpose pursuant to Section 8.12. Whenever any Certificates are so surrendered for exchange, upon notice from the Certificate Registrar, the Paying Agent shall execute, and the Authenticating Agent shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer or exchange shall (if so required by the Certificate Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing.

(g) No service charge to the Certificateholders shall be made for any transfer or exchange of Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates.

(h) All Certificates surrendered for transfer and exchange shall be canceled and destroyed by the Certificate Registrar in accordance with its customary procedures.

SECTION 5.03 Mutilated, Destroyed, Lost or Stolen Certificates.

If (i) any mutilated Certificate is surrendered to the Certificate Registrar, or the Certificate Registrar receive evidence to its satisfaction of the destruction, loss or theft of any Certificate, and (ii) there is delivered to the Certificate Registrar, the Trustee and the Trust Administrator such security or indemnity as may be required by them to save each of them harmless, then, in the absence of actual knowledge by the Certificate Registrar that such Certificate has been acquired by a bona fide purchaser, the Paying Agent shall execute, and the Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of the same Class and of like denomination and Percentage Interest. Upon the issuance of any new Certificate under this Section, the Certificate Registrar may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Certificate Registrar) connected therewith. Any replacement Certificate issued pursuant to this Section shall constitute complete and indefeasible evidence of ownership in the applicable REMIC created hereunder, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time.

SECTION 5.04 Persons Deemed Owners.

The Depositor, the Master Servicer, the Trustee, the Trust Administrator, the Certificate Registrar, the Authenticating Agent, the Paying Agent and any agent of any of them may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions pursuant to Section 4.01 and for all other purposes whatsoever, and none of the Depositor, the Master Servicer, the Trustee, the Trust Administrator, the Certificate Registrar, the Authenticating Agent, the Paying Agent or any agent of any of them shall be affected by notice to the contrary.

SECTION 5.05 Certain Available Information.

The Paying Agent shall maintain at its Corporate Trust Office and shall make available free of charge during normal business hours for review by any Holder of a Certificate or any Person identified to the Paying Agent as a prospective transferee of a Certificate, originals or copies of the following items: (A) this Agreement and any amendments hereof entered into pursuant to Section 11.01, (B) all monthly statements required to be delivered to Certificateholders of the relevant Class pursuant to Section 4.02 since the Closing Date, and all other notices, reports, statements and written communications delivered to the Certificateholders of the relevant Class pursuant to this Agreement since the Closing Date, (C) all certifications delivered by a Responsible Officer of the Trust Administrator since the Closing Date pursuant to Section 10.01(h), (D) any and all Officers’ Certificates delivered to the Trust Administrator or the Paying Agent by the Master Servicer since the Closing Date to evidence the Master Servicer’s determination that any P&I Advance was, or if made, would be a Nonrecoverable P&I Advance and (E) any and all Officers’ Certificates delivered to the Trust Administrator or the Paying Agent by the Master Servicer since the Closing Date pursuant to Section 4.04(a). Copies and mailing of any and all of the foregoing items will be available from the Paying Agent upon request at the expense of the person requesting the same.

ARTICLE VI

THE DEPOSITOR AND THE MASTER SERVICER

SECTION 6.01 Liability of the Depositor and the Master Servicer.

The Depositor and the Master Servicer each shall be liable in accordance herewith only to the extent of the obligations specifically imposed by this Agreement and undertaken hereunder by the Depositor and the Master Servicer herein.

SECTION 6.02 Merger or Consolidation of the Depositor or the Master Servicer.

Subject to the following paragraph, the Depositor will keep in full effect its existence, rights and franchises as a corporation under the laws of the jurisdiction of its incorporation. Subject to the following paragraph, the Master Servicer will keep in full effect its existence, rights and franchises as a corporation under the laws of the jurisdiction of its incorporation and its qualification as an approved conventional seller/servicer for Xxxxxx Xxx or Xxxxxxx Mac in good standing. The Depositor and the Master Servicer each will obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Certificates or any of the Mortgage Loans and to perform its respective duties under this Agreement.

The Depositor or the Master Servicer may be merged or consolidated with or into any Person, or transfer all or substantially all of its assets to any Person, in which case any Person resulting from any merger or consolidation to which the Depositor or the Master Servicer shall be a party, or any Person succeeding to the business of the Depositor or the Master Servicer, shall be the successor of the Depositor or the Master Servicer, as the case may be, hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that the successor or surviving Person to the Master Servicer shall be qualified to service mortgage loans on behalf of Xxxxxx Mae or Xxxxxxx Mac; and provided further that the Rating Agencies’ ratings of the Certificates rated thereby and in effect immediately prior to such merger or consolidation will not be qualified, reduced or withdrawn as a result thereof (as evidenced by a letter to such effect from the Rating Agencies).

SECTION 6.03 Limitation on Liability of the Depositor, the Master Servicer and Others.

None of the Depositor, the Master Servicer or any of the directors, officers, employees or agents of the Depositor or the Master Servicer shall be under any liability to the Trust Fund or the Certificateholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer or any such person against any breach of warranties, representations or covenants made herein, or against any specific liability imposed on the Master Servicer pursuant hereto, or against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. The Depositor, the Master Servicer and any director, officer, employee or agent of the Depositor or the Master Servicer may rely in good faith on any document of any kind which, PRIMA FACIE, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master Servicer and any director, officer, employee or agent of the Depositor or the Master Servicer shall be indemnified and held harmless by the Trust Fund against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense to any specific Mortgage Loan or Mortgage Loans (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) or any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder. Neither the Depositor nor the Master Servicer shall be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its respective duties under this Agreement and, in its opinion, does not involve it in any expense or liability; provided, however, that each of the Depositor and the Master Servicer may in its discretion undertake any such action which it may deem necessary or desirable with respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, unless the Depositor or the Master Servicer acts without the consent of Holders of Certificates entitled to at least 51% of the Voting Rights (which consent shall not be necessary in the case of litigation or other legal action by either to enforce their respective rights or defend themselves hereunder), the legal expenses and costs of such action and any liability resulting therefrom (except any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder) shall be expenses, costs and liabilities of the Trust Fund, and the Depositor (subject to the limitations set forth above) and the Master Servicer shall be entitled to be reimbursed therefor from the Collection Account as and to the extent provided in Section 3.11, any such right of reimbursement being prior to the rights of the Certificateholders to receive any amount in the Collection Account.

SECTION 6.04 Limitation on Resignation of the Master Servicer.

The Master Servicer shall not resign from the obligations and duties hereby imposed on it except (i) upon determination that its duties hereunder are no longer permissible under applicable law or (ii) with the written consent of the Trustee and the Trust Administrator, which consent may not be unreasonably withheld, with written confirmation from the Rating Agencies (which confirmation shall be furnished to the Depositor, the Trustee and the Trust Administrator) that such resignation will not cause the Rating Agencies to reduce the then current rating of the Class A Certificates and provided that a qualified successor has agreed to assume the duties and obligations of the Master Servicer hereunder. Any such determination pursuant to clause (i) of the preceding sentence permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect obtained at the expense of the Master Servicer and delivered to the Trustee and the Trust Administrator. No resignation of the Master Servicer shall become effective until the Trustee or a successor servicer shall have assumed the Master Servicer’s responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations under this Agreement.

Except as expressly provided herein, the Master Servicer shall not assign nor transfer any of its rights, benefits or privileges hereunder to any other Person, nor delegate to or subcontract with, nor authorize or appoint any other Person to perform any of the duties, covenants or obligations to be performed by the Master Servicer hereunder. If, pursuant to any provision hereof, the duties of the Master Servicer are transferred to a successor master servicer, the entire amount of the Servicing Fee, the Administration Fee and other compensation payable to the Master Servicer pursuant hereto shall thereafter be payable to such successor master servicer.

SECTION 6.05 Rights of the Depositor in Respect of the Master Servicer.

The Master Servicer shall afford (and any Sub-Servicing Agreement shall provide that each Sub-Servicer shall afford) the Depositor, the Trustee and the Trust Administrator, upon reasonable notice, during normal business hours, access to all records maintained by the Master Servicer (and any such Sub-Servicer) in respect of the Master Servicer’s rights and obligations hereunder and access to officers of the Master Servicer (and those of any such Sub-Servicer) responsible for such obligations. Upon request, the Master Servicer shall furnish to the Depositor, the Trustee and the Trust Administrator its (and any such Sub-Servicer’s) most recent financial statements of the parent company of the Master Servicer and such other information relating to the Master Servicer’s capacity to perform its obligations under this Agreement that it possesses. Notwithstanding the foregoing, in the case of the Initial Sub-Servicer, such access and information described in the preceding two sentences shall be required to be provided only to the extent provided in the Sub-Servicing Agreement. To the extent such information is not otherwise available to the public, the Depositor, the Trustee and the Trust Administrator shall not disseminate any information obtained pursuant to the preceding two sentences without the Master Servicer’s written consent, except as required pursuant to this Agreement or to the extent that it is appropriate to do so (i) in working with legal counsel, auditors, taxing authorities or other governmental agencies, rating agencies or reinsurers or (ii) pursuant to any law, rule, regulation, order, judgment, writ, injunction or decree of any court or governmental authority having jurisdiction over the Depositor, the Trustee, the Trust Administrator or the Trust Fund, and in either case, the Depositor, the Trustee or the Trust Administrator, as the case may be, shall use its best efforts to assure the confidentiality of any such disseminated non-public information. The Depositor may, but is not obligated to, enforce the obligations of the Master Servicer under this Agreement and may, but is not obligated to, perform, or cause a designee to perform, any defaulted obligation of the Master Servicer under this Agreement or exercise the rights of the Master Servicer under this Agreement; provided that the Master Servicer shall not be relieved of any of its obligations under this Agreement by virtue of such performance by the Depositor or its designee. The Depositor shall not have any responsibility or liability for any action or failure to act by the Master Servicer and is not obligated to supervise the performance of the Master Servicer under this Agreement or otherwise.

ARTICLE VII

DEFAULT

SECTION 7.01 Master Servicer Events of Default.

“Master Servicer Event of Default,” wherever used herein, means any one of the following events:

(i) any failure by the Master Servicer to remit to the Paying Agent for distribution to the Certificateholders any payment (other than a P&I Advance required to be made from its own funds on any Master Servicer Remittance Date pursuant to Section 4.03) required to be made under the terms of the Certificates and this Agreement which continues unremedied for a period of one Business Day after the date upon which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer (with a copy to the Paying Agent ) by the Depositor, the Trust Administrator or the Trustee (in which case notice shall be provided by telecopy), or to the Master Servicer, the Depositor, the Trust Administrator, the Paying Agent and the Trustee by the Holders of Certificates entitled to at least 25% of the Voting Rights; or

(ii) any failure on the part of the Master Servicer duly to observe or perform in any material respect any of the covenants or agreements on the part of the Master Servicer contained in the Certificates or in this Agreement which continues unremedied for a period of 30 days after the earlier of (i) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Depositor, the Trust Administrator or the Trustee, or to the Master Servicer, the Depositor, the Trust Administrator and the Trustee by the Holders of Certificates entitled to at least 25% of the Voting Rights and (ii) actual knowledge of such failure by a Servicing Officer of the Master Servicer; or

(iii) a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law or the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceeding, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer and if such proceeding is being contested by the Master Servicer in good faith such decree or order shall have remained in force undischarged or unstayed for a period of 60 consecutive days or results in the entry of an order for relief or any such adjudication or appointment; or

(iv) the Master Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Master Servicer or of or relating to all or substantially all of its property; or

(v) the Master Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations; or

(vi) any failure of the Master Servicer to make, or of the Paying Agent to make on behalf of the Master Servicer, any P&I Advance on any Master Servicer Remittance Date required to be made from its own funds pursuant to Section 4.03.

If a Master Servicer Event of Default described in clauses (i) through (v) of this Section shall occur, then, and in each and every such case, so long as such Master Servicer Event of Default shall not have been remedied, the Depositor or the Trustee may, and at the written direction of the Holders of Certificates entitled to at least 51% of Voting Rights, the Trustee shall, by notice in writing to the Master Servicer (and to the Depositor if given by the Trustee or to the Trustee if given by the Depositor), terminate all of the rights and obligations of the Master Servicer in its capacity as a Master Servicer under this Agreement, to the extent permitted by law, and in and to the Mortgage Loans and the proceeds thereof. If a Master Servicer Event of Default described in clause (vi) hereof shall occur and shall not have been remedied by 1:00 p.m. on the related Distribution Date, the Paying Agent shall notify the Trustee of the same, and the Trustee shall be obligated to make such P&I Advance and, then so long as such Master Servicer Event of Default shall not have been remedied during the applicable time period set forth in clause (vi) above (including the reimbursement to the Trustee by the Master Servicer, with interest thereon at the Prime Rate, for any P&I Advance made), the Trustee shall, by notice in writing to the Master Servicer and the Depositor, terminate all of the rights and obligations of the Master Servicer in its capacity as a Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof. On or after the receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Agreement, whether with respect to the Certificates (other than as a Holder of any Certificate) or the Mortgage Loans or otherwise, shall pass to and be vested in the Trustee pursuant to and under this Section and, without limitation, the Trustee is hereby authorized and empowered, as attorney-in-fact or otherwise, to execute and deliver on behalf of and at the expense of the Master Servicer, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents, or otherwise. The Master Servicer agrees, at its sole cost and expense, promptly (and in any event no later than ten Business Days subsequent to such notice) to provide the Trustee with all documents and records requested by it to enable it to assume the Master Servicer’s functions under this Agreement, and to cooperate with the Trustee in effecting the termination of the Master Servicer’s responsibilities and rights under this Agreement, including, without limitation, the transfer within one Business Day to the Trustee for administration by it of all cash amounts which at the time shall be or should have been credited by the Master Servicer to the Collection Account held by or on behalf of the Master Servicer, the Distribution Account or any REO Account or Servicing Account held by or on behalf of the Master Servicer or thereafter be received with respect to the Mortgage Loans or any REO Property serviced by the Master Servicer (provided, however, that the Master Servicer shall continue to be entitled to receive all amounts accrued or owing to it under this Agreement on or prior to the date of such termination, whether in respect of P&I Advances or otherwise, and shall continue to be entitled to the benefits of Section 6.03, notwithstanding any such termination, with respect to events occurring prior to such termination). For purposes of this Section 7.01, the Trustee shall not be deemed to have knowledge of a Master Servicer Event of Default unless a Responsible Officer of the Trustee assigned to and working in the Trustee’s Corporate Trust Office has actual knowledge thereof or unless written notice of any event which is in fact such a Master Servicer Event of Default is received by the Trustee and such notice references the Certificates, the Trust Fund or this Agreement.

SECTION 7.02 Trustee to Act; Appointment of Successor.

(a) On and after the time the Master Servicer receives a notice of termination, the Trustee shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer under this Agreement, the Master Servicer shall not have the right to withdraw any funds from the Collection Account without the consent of the Trustee and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto and arising thereafter placed on the Master Servicer (except for any representations or warranties of the Master Servicer under this Agreement, the responsibilities, duties and liabilities contained in Section 2.03(c) and its obligation to deposit amounts in respect of losses pursuant to Section 3.12) by the terms and provisions hereof including, without limitation, the Master Servicer’s obligations to make P&I Advances pursuant to Section 4.03; provided, however, that if the Trustee is prohibited by law or regulation from obligating itself to make advances regarding delinquent mortgage loans, then the Trustee shall not be obligated to make P&I Advances pursuant to Section 4.03; and provided further, that any failure to perform such duties or responsibilities caused by the Master Servicer’s failure to provide information required by Section 7.01 shall not be considered a default by the Trustee as successor to the Master Servicer hereunder. As compensation therefor, the Trustee shall be entitled to the Servicing Fees and Administration Fees and all funds relating to the Mortgage Loans to which the Master Servicer would have been entitled if it had continued to act hereunder (other than amounts which were due or would become due to the Master Servicer prior to its termination or resignation). Notwithstanding the above, the Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or if it is prohibited by law from making advances regarding delinquent mortgage loans, or if the Holders of Certificates entitled to at least 51% of the Voting Rights so request in writing to the Trustee, promptly appoint or petition a court of competent jurisdiction to appoint, an established mortgage loan servicing institution acceptable to the Rating Agencies and having a net worth of not less than $15,000,000 as the successor to the Master Servicer under this Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer under this Agreement. No appointment of a successor to the Master Servicer under this Agreement shall be effective until the assumption by the successor of all of the Master Servicer’s responsibilities, duties and liabilities hereunder. In connection with such appointment and assumption described herein, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Master Servicer as such hereunder. The Depositor, the Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Pending appointment of a successor to the Master Servicer under this Agreement, the Trustee shall act in such capacity as hereinabove provided.

(b) In connection with the termination or resignation of the Master Servicer hereunder, either (i) the successor servicer, including the Trustee, if the Trustee is acting as successor Master Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, in which case the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Master Servicer as necessary under MERS’ rules and regulations, or (ii) the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the successor Master Servicer. The predecessor Master Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Master Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this Section 7.02(b).

SECTION 7.03 Notification to Certificateholders.

(a) Upon any termination of the Master Servicer pursuant to Section 7.01 above or any appointment of a successor to the Master Servicer pursuant to Section 7.02 above, the Trustee shall give prompt written notice thereof to Certificateholders at their respective addresses appearing in the Certificate Register.

(b) Not later than the later of 60 days after the occurrence of any event, which constitutes or which, with notice or lapse of time or both, would constitute a Master Servicer Event of Default or five days after a Responsible Officer of the Trustee becomes aware of the occurrence of such an event, the Trustee shall transmit by mail to all Holders of Certificates notice of each such occurrence, unless such default or Master Servicer Event of Default shall have been cured or waived.

SECTION 7.04 Waiver of Master Servicer Events of Default.

Subject to Section 11.09(d), the Holders representing at least 66% of the Voting Rights evidenced by all Classes of Certificates affected by any default or Master Servicer Event of Default hereunder may waive such default or Master Servicer Event of Default; provided, however, that a default or Master Servicer Event of Default under clause (i) or (vi) of Section 7.01 may be waived only by all of the Holders of the Regular Certificates. Upon any such waiver of a default or Master Servicer Event of Default, such default or Master Servicer Event of Default shall cease to exist and shall be deemed to have been remedied for every purpose hereunder. No such waiver shall extend to any subsequent or other default or Master Servicer Event of Default or impair any right consequent thereon except to the extent expressly so waived.

ARTICLE VIII

CONCERNING THE TRUSTEE, THE TRUST ADMINISTRATOR, THE PAYING AGENT, THE CERTIFICATE REGISTRAR AND THE AUTHENTICATING AGENT

SECTION 8.01 Duties of Trustee, Trust Administrator and Others.

The Trustee, prior to the occurrence of a Master Servicer Event of Default and after the curing of all Master Servicer Events of Default which may have occurred, and each of the Trust Administrator, the Paying Agent, the Certificate Registrar and the Authenticating Agent, at all times, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. During a Master Servicer Event of Default, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. Any permissive right of the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent enumerated in this Agreement shall not be construed as a duty.

Each of the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar and the Authenticating Agent, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to it, which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform to the requirements of this Agreement; provided, however, that none of the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent will be responsible for the accuracy or content of any such resolutions, certificates, statements, opinions, reports, documents or other instruments. If any such instrument is found not to conform to the requirements of this Agreement in a material manner, it shall take such action as it deems appropriate to have the instrument corrected, and if the instrument is not corrected to its satisfaction, it will provide notice thereof to the Certificateholders.

No provision of this Agreement shall be construed to relieve the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent from liability for its own negligent action, its own negligent failure to act or its own misconduct; provided, however, that:

(i) With respect to the Trustee, prior to the occurrence of a Master Servicer Event of Default, and after the curing of all such Master Servicer Events of Default which may have occurred, and with respect to the Trust Administrator, the Paying Agent, the Certificate Registrar and the Authenticating Agent, at all times, the duties and obligations of each of the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar and the Authenticating Agent, shall be determined solely by the express provisions of this Agreement, none of the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent shall be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent and, in the absence of bad faith on the part of the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent, as applicable, the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent, as the case may be, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent, as the case may be, that conform to the requirements of this Agreement;

(ii) None of the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent shall be personally liable for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of it unless it shall be proved that it was negligent in ascertaining the pertinent facts;

(iii) None of the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent shall be personally liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of the Holders of Certificates entitled to at least 25% of the Voting Rights relating to the time, method and place of conducting any proceeding for any remedy available to the it or exercising any trust or power conferred upon it, under this Agreement; and

(iv) The Trustee shall not be required to take notice or be deemed to have notice or knowledge of any default unless a Responsible Officer of the Trustee shall have received written notice thereof or a Responsible Officer shall have actual knowledge thereof. In the absence of receipt of such notice or actual knowledge, the Trustee may conclusively assume there is no default.

None of the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent shall be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, in each case not including expenses, disbursements and advances incurred or made by the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent, as applicable, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee’s, the Trust Administrator’s the Paying Agent’s, the Certificate Registrar’s or the Authenticating Agent’s, as the case may be, performance in accordance with the provisions of this Agreement, if there is reasonable ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. With respect to the Trustee, none of the provisions contained in this Agreement shall in any event require the Trustee to perform, or be responsible for the manner of performance of, any of the obligations of the Master Servicer under this Agreement, except during such time, if any, as the Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of, the Master Servicer in accordance with the terms of this Agreement.

SECTION 8.02 Certain Matters Affecting the Trustee, the Trust Administrator and Others.

(a) Except as otherwise provided in Section 8.01:

(i) Each of the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar and the Authenticating Agent and any director, officer, employee or agent of the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent, as the case may be, may request and conclusively rely upon and shall be fully protected in acting or refraining from acting upon any resolution, Officers’ Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties;

(ii) Each of the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar and the Authenticating Agent may consult with counsel of its selection and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such Opinion of Counsel;

(iii) None of the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent shall be under any obligation to exercise any of the trusts or powers vested in it by this Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders, pursuant to the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent, as applicable, security or indemnity satisfactory to it against the costs, expenses and liabilities which may be incurred therein or thereby; the right of the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and none of the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent shall be answerable for other than its negligence or willful misconduct in the performance of any such act; nothing contained herein shall, however, relieve the Trustee of the obligation, upon the occurrence of a Master Servicer Event of Default (which has not been cured or waived), to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs;

(iv) None of the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent shall be personally liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement;

(v) With respect to the Trustee, prior to the occurrence of a Master Servicer Event of Default hereunder, and after the curing of all Master Servicer Events of Default which may have occurred, and with respect to the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent, at all times, none of the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent shall be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Holders of Certificates entitled to at least 25% of the Voting Rights; provided, however, that if the payment within a reasonable time to the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent, as applicable, of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent, as applicable, not reasonably assured to the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent, as applicable, by such Certificateholders, the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent, as applicable, may require indemnity satisfactory to it against such cost, expense, or liability from such Certificateholders as a condition to taking any such action;

(vi) Each of the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar and the Authenticating Agent may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and none of the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent shall be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care;

(vii) None of the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent shall be personally liable for any loss resulting from the investment of funds held in the Collection Account at the direction of the Master Servicer pursuant to Section 3.12; and

(viii) Any request or direction of the Depositor, the Master Servicer or the Certificateholders mentioned herein shall be sufficiently evidenced in writing.

(b) All rights of action under this Agreement or under any of the Certificates, enforceable by the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent, may be enforced by it without the possession of any of the Certificates, or the production thereof at the trial or other proceeding relating thereto, and any such suit, action or proceeding instituted by the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent shall be brought in its name for the benefit of all the Holders of such Certificates, subject to the provisions of this Agreement.

SECTION 8.03 Trustee, Trust Administrator and Others not Liable for Certificates or Mortgage Loans.

The recitals contained herein and in the Certificates (other than the signatures of the Trustee, the Trust Administrator and Citibank hereto, the signature of the Paying Agent and the authentication of the Authenticating Agent on the Certificates, the acknowledgments of the Trustee and the Trust Administrator contained in Article II and the representations and warranties of the Trustee, the Trust Administrator and Citibank in Section 8.12) shall be taken as the statements of the Depositor and none of the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent assumes any responsibility for their correctness. None of the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent makes any representations or warranties as to the validity or sufficiency of this Agreement (other than as specifically set forth in Section 8.12) or of the Certificates (other than the signature of the Paying Agent and authentication of the Authenticating Agent on the Certificates) or of any Mortgage Loan or related document or of MERS or the MERS System. None of the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent shall be accountable for the use or application by the Depositor of any of the Certificates or of the proceeds of such Certificates, or for the use or application of any funds paid to the Depositor or the Master Servicer in respect of the Mortgage Loans or deposited in or withdrawn from the Collection Account by the Master Servicer.

SECTION 8.04 Trustee, Trust Administrator and Others May Own Certificates.

Each of the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar and the Authenticating Agent in its individual capacity or any other capacity may become the owner or pledgee of Certificates with the same rights it would have if it were not the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent, as applicable.

SECTION 8.05 Trustee’s, Trust Administrator’s, Paying Agent’s, Authenticating Agent’s, Certificate Registrar’s and Custodians’ Fees and Expenses.

(a) The compensation to be paid to the Trustee, the Trust Administrator, the Paying Agent, the Authenticating Agent and the Certificate Registrar in respect of each of its obligations under this Agreement or of a Custodian’s obligations under the applicable Custodial Agreement will be the amounts paid by the Master Servicer from its own funds or from a portion of the compensation paid to the Master Servicer hereunder pursuant to letter agreements between the Master Servicer and the Trustee, the Trust Administrator, the Paying Agent, the Authenticating Agent, the Certificate Registrar and such Custodian (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) and no such compensation shall be paid from the assets of the Trust. Each of the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar, the Authenticating Agent, a Custodian and any director, officer, employee or agent of any of them, as applicable, shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar, the Authenticating Agent or a Custodian, as applicable, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee’s, the Trust Administrator’s the Paying Agent’s, the Certificate Registrar’s, the Authenticating Agent’s or a Custodian’s, as the case may be, performance in accordance with the provisions of this Agreement) incurred by the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar, the Authenticating Agent or a Custodian, as applicable, in connection with any claim or legal action or any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations and duties under this Agreement (or, in the case of a Custodian, under the applicable Custodial Agreement), other than any loss, liability or expense (i) resulting from any breach of the Master Servicer’s (and in the case of the Trustee, the Trust Administrator’s or the Paying Agent’s; in the case of the Trust Administrator, the Trustee’s or the Paying Agent’s; or in the case of the Paying Agent, the Trustee’s or the Trust Administrator’s) obligations in connection with this Agreement and the Mortgage Loans, (ii) that constitutes a specific liability of the Trustee, the Trust Administrator or the Paying Agent, as applicable, pursuant to Section 10.01(g) or (iii) any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder (or, in the case of a Custodian, under the applicable Custodial Agreement) or as a result of a breach of the Trustee’s, the Trust Administrator’s or the Paying Agent’s obligations under Article X hereof (or, in the case of a Custodian, as a result of a breach of such Custodian’s obligations under the related Custodial Agreement). Any amounts payable to the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent, a Custodian, or any director, officer, employee or agent of any of them in respect of the indemnification provided by this paragraph (a), or pursuant to any other right of reimbursement from the Trust Fund that the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar, the Authenticating Agent, a Custodian or any director, officer, employee or agent of any of them may have hereunder in its capacity as such, may be withdrawn by the Paying Agent for payment to the applicable indemnified Person from the Distribution Account at any time.

(b) The Master Servicer agrees to indemnify the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar, the Authenticating Agent and any Custodian from, and hold each harmless against, any loss, liability or expense resulting from a breach of the Master Servicer’s obligations and duties under this Agreement. Such indemnity shall survive the termination or discharge of this Agreement and the resignation or removal of the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar, the Authenticating Agent or such Custodian, as the case may be. Any payment hereunder made by the Master Servicer to the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar, the Authenticating Agent or such Custodian shall be from the Master Servicer’s own funds, without reimbursement from the Trust Fund therefor.

SECTION 8.06 Eligibility Requirements for Trustee and Trust Administrator.

Each of the Trustee and the Trust Administrator hereunder shall at all times be a corporation or an association organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by federal or state authority. In case at any time the Trustee or the Trust Administrator shall cease to be eligible in accordance with the provisions of this Section, the Trustee or the Trust Administrator, as the case may be, shall resign immediately in the manner and with the effect specified in Section 8.07.

SECTION 8.07 Resignation and Removal of the Trustee and the Trust Administrator.

Either of the Trustee or the Trust Administrator may at any time resign and be discharged from the trust hereby created by giving written notice thereof to the Depositor, the Master Servicer and the Certificateholders and, if the Trustee is resigning, to the Trust Administrator, or, if the Trust Administrator is resigning, to the Trustee. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee or trust administrator (which may be the same Person in the event the Trust Administrator resigns or is removed) by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee or Trust Administrator and to the successor trustee or trust administrator, as applicable. A copy of such instrument shall be delivered to the Certificateholders, the Trustee or Trust Administrator, as applicable, and the Master Servicer by the Depositor. If no successor trustee or trust administrator shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee or Trust Administrator, as applicable, may petition any court of competent jurisdiction for the appointment of a successor trustee or trust administrator, as applicable.

If at any time the Trustee or the Trust Administrator shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor (or in the case of the Trust Administrator, the Trustee), or if at any time the Trustee or the Trust Administrator shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or the Trust Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or the Trust Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor (or in the case of the Trust Administrator, the Trustee) may remove the Trustee or the Trust Administrator, as applicable, and appoint a successor trustee or trust administrator (which may be the same Person in the event the Trust Administrator resigns or is removed) by written instrument, in duplicate, which instrument shall be delivered to the Trustee or Trust Administrator so removed and to the successor trustee or trust administrator. A copy of such instrument shall be delivered to the Certificateholders, the Trustee or the Trust Administrator, as applicable, and the Master Servicer by the Depositor.

The Holders of Certificates entitled to at least 51% of the Voting Rights may at any time remove the Trustee or the Trust Administrator and appoint a successor trustee or trust administrator by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee or the Trust Administrator, as the case may be, so removed and one complete set to the successor so appointed. A copy of such instrument shall be delivered to the Certificateholders and the Master Servicer by the Depositor.

If no successor Trust Administrator shall have been appointed and shall have accepted appointment within 60 days after the Trust Administrator ceases to be the Trust Administrator pursuant to this Section 8.07, then the Trustee shall perform the duties of the Trust Administrator pursuant to this Agreement. The Trustee shall notify the Rating Agencies of any change of Trust Administrator.

Any resignation or removal of the Trustee or the Trust Administrator and appointment of a successor trustee or trust administrator, as the case may be, pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor trustee or trust administrator as provided in Section 8.08. Notwithstanding the foregoing, in the event the Trust Administrator advises the Trustee that it is unable to continue to perform its obligations pursuant to the terms of this Agreement prior to the appointment of a successor, the Trustee shall be obligated to perform such obligations until a new trust administrator is appointed. Such performance shall be without prejudice to any claim by a party hereto or beneficiary hereof resulting from the Trust Administrator’s breach of its obligations hereunder. As compensation therefor, the Trustee shall be entitled to all fees the Trust Administrator would have been entitled to if it had continued to act hereunder.

SECTION 8.08 Successor Trustee or Trust Administrator.

Any successor trustee or trust administrator appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Depositor, the Trustee or the Trust Administrator, as applicable, and to its predecessor trustee or trust administrator an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee or trust administrator shall become effective and such successor trustee or trust administrator, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee or trust administrator herein. The predecessor trustee or trust administrator shall deliver to the successor trustee or trust administrator all Mortgage Files and related documents and statements, as well as all moneys, held by it hereunder and the Depositor and the predecessor trustee or trust administrator shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee or trust administrator all such rights, powers, duties and obligations.

No successor trustee or trust administrator shall accept appointment as provided in this Section unless at the time of such acceptance such successor trustee or trust administrator shall be eligible under the provisions of Section 8.06 and the appointment of such successor trustee or trust administrator shall not result in a downgrading of any Class of Certificates by the Rating Agencies, as evidenced by a letter from the Rating Agencies.

Upon acceptance of appointment by a successor trustee or trust administrator as provided in this Section, the Depositor shall mail notice of the succession of such trustee or trust administrator hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee or trust administrator, the successor trustee or trust administrator shall cause such notice to be mailed at the expense of the Depositor.

SECTION 8.09 Merger or Consolidation of Trustee or Trust Administrator.

Any corporation or association into which either the Trustee or the Trust Administrator may be merged or converted or with which it may be consolidated or any corporation or association resulting from any merger, conversion or consolidation to which the Trustee or the Trust Administrator, as the case may be, shall be a party, or any corporation or association succeeding to the business of the Trustee or the Trust Administrator, as applicable, shall be the successor of the Trustee or the Trust Administrator, as the case may be, hereunder, provided such corporation or association shall be eligible under the provisions of Section 8.06, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding.

SECTION 8.10 Appointment of Co-Trustee or Separate Trustee.

Notwithstanding any other provisions hereof, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of REMIC I-A or REMIC II or property securing the same may at the time be located, the Master Servicer and the Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee to act as co-trustee or co-trustees, jointly with the Trustee, or separate trustee or separate trustees, of all or any part of REMIC I-A or REMIC II, and to vest in such Person or Persons, in such capacity, such title to REMIC I-A or REMIC II, or any part thereof, and, subject to the other provisions of this Section 8.10, such powers, duties, obligations, rights and trusts as the Master Servicer and the Trustee may consider necessary or desirable. If the Master Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request to do so, or in case a Master Servicer Event of Default shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 8.06 hereunder and no notice to Holders of Certificates of the appointment of co-trustee(s) or separate trustee(s) shall be required under Section 8.08 hereof.

In the case of any appointment of a co-trustee or separate trustee pursuant to this Section 8.10 all rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee and such separate trustee or co-trustee jointly, except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed by the Trustee (whether as Trustee hereunder or as successor to the Master Servicer hereunder), the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to REMIC I-A or REMIC II or any portion thereof in any such jurisdiction) shall be exercised and performed by such separate trustee or co-trustee at the direction of the Trustee.

Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article VIII. Each separate trustee and co-trustee, upon its acceptance of the trust conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee. Every such instrument shall be filed with the Trustee.

Any separate trustee or co-trustee may, at any time, constitute the Trustee, its agent or attorney-in-fact, with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

SECTION 8.11 [intentionally omitted]

SECTION 8.12 Appointment of Office or Agency.

The Trust Administrator or the Paying Agent on its behalf will appoint an office or agency in the City of New York where the Certificates may be surrendered for registration of transfer or exchange, and presented for final distribution, and where notices and demands to or upon the Certificate Registrar, the Paying Agent or the Trust Administrator in respect of the Certificates and this Agreement may be served.

SECTION 8.13 Representations and Warranties.

Each of the Trustee, the Trust Administrator and Citibank hereby represents and warrants to the Master Servicer, the Depositor and the Trustee, the Trust Administrator and Citibank, as applicable, as of the Closing Date, that:

(i) It is duly organized, validly existing and in good standing under the laws of the State of New York, in the case of the Trust Administrator, and the laws of the United States, in the case of the Trustee and Citibank.

(ii) The execution and delivery of this Agreement by it, and the performance and compliance with the terms of this Agreement by it, will not violate its articles of association or bylaws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets.

(iii) It has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.

(iv) This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding obligation of it, enforceable against it in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, receivership, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law.

(v) It is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in its good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the it to perform its obligations under this Agreement or the financial condition of it.

(vi) No litigation is pending or, to the best of its knowledge, threatened against it which would prohibit it from entering into this Agreement or, in its good faith reasonable judgment, is likely to materially and adversely affect either the ability of it to perform its obligations under this Agreement or the financial condition of it.

SECTION 8.14 Appointment and Removal of Paying Agent, Authenticating Agent and Certificate Registrar.

(a) The Trust Administrator hereby appoints Citibank as Paying Agent and Citibank hereby accepts such appointment. The Paying Agent shall hold all amounts deposited with it by the Trust Administrator or the Master Servicer for payment on the Certificates in trust for the benefit of the Certificateholders until the amounts are paid to the Certificateholders or otherwise disposed of in accordance with this Agreement.

Any corporation or national banking association into which the Paying Agent may be merged in or converted or with which it may be consolidated, or any corporation or national banking association resulting from any merger, conversion or consolidation to which such Paying Agent shall be a party, or any corporation or national banking association succeeding to the corporate agency or corporate trust business of the Paying Agent, shall continue to be the Paying Agent, provided such corporation or national banking association shall be otherwise eligible under this section 8.14(a), without the execution or filing of any paper or any further act on the part of the Trustee, the Trust Administrator or the Paying Agent.

The Paying Agent may resign at any time by giving written notice thereof to the Trustee and the Trust Administrator. The Trust Administrator may at any time terminate the Paying Agent by giving written notice thereof to the Paying Agent and to the Trustee. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Paying Agent shall cease to be eligible in accordance with the provisions of this section 8.14(a), the Trust Administrator shall appoint a successor and shall mail written notice of such appointment by first-class mail, postage prepaid to all Certificateholders as their names and addresses appear in the Certificate Register and to the Rating Agencies. Following the termination or resignation of the Paying Agent and prior to the appointment of a successor Paying Agent, the Trust Administrator shall act as Paying Agent hereunder. Any successor Paying Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as the Paying Agent herein. No successor Paying Agent shall be appointed unless eligible under the provisions of this section 8.14(a).

The Paying Agent and any successor Paying Agent (i) may not be an Originator, the Master Servicer, a subservicer, the Depositor or an affiliate of the Depositor unless the Paying Agent is an institutional trust department, (ii) must be authorized to exercise corporate trust powers under the laws of its jurisdiction of organization, and (iii) must at all times be rated at least “A1” by S&P if S&P is a Rating Agency and at least “A/F1” by Fitch if Fitch is a rating agency and the equivalent rating by Moody’s, if Xxxxx’x is a Rating Agency.

The Trust Administrator shall pay to the Paying Agent from its own funds reasonable compensation for its services hereunder, and such expense of the Trust Administrator shall not be payable from the Trust Fund and shall not be recoverable by the Trust Administrator from the assets of the Trust Fund pursuant to section 8.05 or any other provision of this Agreement.

(b) The Trust Administrator hereby appoints Citibank as Authenticating Agent and Citibank hereby accepts such appointment. The Authenticating Agent shall be authorized to authenticate the Certificates, and Certificates so authenticated shall be entitled to the benefit of this Agreement.

The Authenticating Agent shall at all times remain a corporation or national banking association organized and doing business under the laws of the United States of America, any state thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $15,000,000, authorized under such laws to conduct a trust business and subject to supervision or examination by federal or state authority. If the Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this section 8.14(b), the combined capital and surplus of the Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this section 8.14(b), such Authenticating Agent shall resign immediately in the manner and with the effect specified in this section 8.14(b).

Any corporation or national banking association into which the Authenticating Agent may be merged in or converted or with which it may be consolidated, or any corporation or national banking association resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation or national banking association succeeding to the corporate agency or corporate trust business of the Authenticating Agent, shall continue to be the Authenticating Agent, provided such corporation or national banking association shall be otherwise eligible under this section 8.14(b), without the execution or filing of any paper or any further act on the part of the Trustee, the Trust Administrator or the Authenticating Agent.

The Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and the Trust Administrator. The Trust Administrator may at any time terminate the Authenticating Agent by giving written notice thereof to the Authenticating Agent and to the Trustee. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this section 8.14(b), the Trust Administrator shall appoint a successor and shall mail written notice of such appointment by first-class mail, postage prepaid to all Certificateholders as their names and addresses appear in the Certificate Register. Following the termination or resignation of the Authenticating Agent and prior to the appointment of a successor Authenticating Agent, the Trust Administrator shall act as Authenticating Agent hereunder. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as the Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this section 8.14(b).

The Trust Administrator shall pay to the Authenticating Agent from its own funds reasonable compensation for its services hereunder, and such expense of the Trust Administrator shall not be payable from the Trust Fund and shall not be recoverable by the Trust Administrator from the assets of the Trust Fund pursuant to section 8.05 or any other provision of this Agreement.

(c) The Trust Administrator hereby appoints Citibank as Certificate Registrar and Citibank hereby accepts such appointment.

Any corporation or national banking association into which the Certificate Registrar may be merged in or converted or with which it may be consolidated, or any corporation or national banking association resulting from any merger, conversion or consolidation to which such Certificate Registrar shall be a party, or any corporation or national banking association succeeding to the corporate agency or corporate trust business of the Certificate Registrar, shall continue to be the Certificate Registrar, provided such corporation or national banking association shall be otherwise eligible under this section 8.14(c), without the execution or filing of any paper or any further act on the part of the Trustee, the Trust Administrator or the Certificate Registrar.

The Certificate Registrar may resign at any time by giving written notice thereof to the Trustee and the Trust Administrator. The Trust Administrator may at any time terminate the Certificate Registrar by giving written notice thereof to the Certificate Registrar and to the Trustee.

Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Certificate Registrar shall cease to be eligible in accordance with the provisions of this section 8.14(c), the Trust Administrator shall appoint a successor and shall mail written notice of such appointment by first-class mail, postage prepaid to all Certificateholders as their names and addresses appear in the Certificate Register. Following the termination or resignation of the Certificate Registrar and prior to the appointment of a successor Certificate Registrar, the Trust Administrator shall act as Certificate Registrar hereunder. Any successor Certificate Registrar upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as the Certificate Registrar herein. No successor Certificate Registrar shall be appointed unless eligible under the provisions of this section 8.14(c).

The Trust Administrator shall pay to the Certificate Registrar from its own funds reasonable compensation for its services hereunder, and such expense of the Trust Administrator shall not be payable from the Trust Fund and shall not be recoverable by the Trust Administrator from the assets of the Trust Fund pursuant to section 8.05 or any other provision of this Agreement.

(e) Notwithstanding anything to the contrary herein, in no event shall the

Trustee be liable to any party hereto or to any third party for the performance of any custody-related functions with respect to which the applicable Custodian shall fail to take action on behalf of the Trustee or, with respect to which the performance of custody-related functions pursuant to the terms of the custodial agreement with the applicable Custodian shall fail to satisfy all the related requirements under this Agreement.

SECTION 8.15 No Trustee Liability for Actions or Inactions of Custodians.

Notwithstanding anything to the contrary herein, in no event shall the Trustee be liable to any party hereto or to any third party for the performance of any custody-related functions with respect to which the applicable Custodian shall fail to take action on behalf of the Trustee or, with respect to which the performance of custody-related functions pursuant to the terms of the custodial agreement with the applicable Custodian shall fail to satisfy all the related requirements under this Agreement.

ARTICLE IX

TERMINATION

SECTION 9.01 Termination Upon Repurchase or Liquidation of the Mortgage Loans.

(a) Subject to Section 9.02, the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Trustee, the Paying Agent, the Certificate Registrar, the Authenticating Agent and the Trust Administrator with respect to the Group I Mortgage Loans (other than the obligations of the Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 and of the Master Servicer and the Trust Administrator to provide for and the Paying Agent to make payments to the Holders of the Group I Certificates as hereinafter set forth) shall terminate upon payment to the Holders of the Group I Certificates and the deposit of all amounts held by or on behalf of the Trustee or the Trust Administrator and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the applicable Terminator of all Group I Mortgage Loans and each related REO Property remaining in REMIC I-A and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Group I Mortgage Loan or related REO Property remaining in REMIC I-A. The purchase by the applicable Terminator of all Group I Mortgage Loans and each related REO Property remaining in REMIC I-A shall be at a price (the “Group I Termination Price”) equal to the Purchase Price of the Group I Mortgage Loans included in REMIC I-A, plus the appraised value of each related REO Property, if any, included in REMIC I-A, such appraisal to be conducted by an appraiser mutually agreed upon by the Master Servicer and the Trustee in their reasonable discretion (as determined by the Master Servicer, with the consent of the Trustee, as of the close of business on the third Business Day next preceding the date upon which notice of any such termination is furnished to Holders of the Group I Certificates pursuant to Section 9.01(e)).

(b) Subject to Section 9.02, the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Trustee, the Paying Agent, the Certificate Registrar, the Authenticating Agent and the Trust Administrator with respect to the Group II Mortgage Loans (other than the obligations of the Master Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 and of the Master Servicer and the Trust Administrator to provide for and the Paying Agent to make payments to the Holders of the Group II Certificates as hereinafter set forth) shall terminate upon payment to the Holders of the Group II Certificates and the deposit of all amounts held by or on behalf of the Trustee or the Trust Administrator and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the applicable Terminator of all Group II Mortgage Loans and each related REO Property remaining in REMIC II and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Group II Mortgage Loan or related REO Property remaining in REMIC II. The purchase by the applicable Terminator of all Group II Mortgage Loans and each related REO Property remaining in REMIC II shall be at a price (the “Group II Termination Price”) equal to the Purchase Price of the Group II Mortgage Loans included in REMIC II, plus the appraised value of each related REO Property, if any, included in REMIC II, such appraisal to be conducted by an appraiser mutually agreed upon by the Master Servicer and the Trustee in their reasonable discretion (as determined by the Master Servicer, with the consent of the Trustee, as of the close of business on the third Business Day next preceding the date upon which notice of any such termination is furnished to Holders of the Group II Certificates pursuant to Section 9.01(e)).

(c) [Reserved].

(d) The related Terminator shall have the right to purchase all of the Group I Mortgage Loans and each REO Property remaining in REMIC I-A and/or all of the Group II Mortgage Loans and each REO Property remaining in REMIC II pursuant to Section 9.01(a)(i) or Section 9.01(b)(i), as applicable, no later than the Determination Date in the month immediately preceding the Distribution Date on which the Group I Certificates, the Group II Certificates, as applicable, will be retired; provided, however, that the related Terminator, as provided above, may elect to purchase (i) all of the Group I Mortgage Loans and each REO Property remaining in REMIC I-A pursuant to Section 9.01(a)(i) only if the aggregate Stated Principal Balance of the Group I Mortgage Loans and each REO Property remaining in REMIC I-A at the time of such election is reduced to less than 10% of the aggregate Stated Principal Balance of the Group I Mortgage Loans at the Cut-off Date and/or (ii) all of the Group II Mortgage Loans and each REO Property remaining in REMIC II pursuant to Section 9.01(b)(i) only if the aggregate Stated Principal Balance of the Group II Mortgage Loans and each REO Property remaining in REMIC II at the time of such election is reduced to less than 10% of the aggregate Stated Principal Balance of the Group II Mortgage Loans at the Cut-off Date. For federal income tax purposes, the purchase by the related Terminator of the Mortgage Loans and the REO Properties underlying the Certificates is intended to facilitate a redemption of such Certificates pursuant to a “cleanup call” within the meaning of Treasury regulation section 1.860G-2(j). Notwithstanding the foregoing, the applicable Terminator shall have the right to transfer, sell or assign its rights to purchase the Mortgage Loans and each REO Property remaining in REMIC I-A or REMIC II.

(e) Notice of the liquidation of any Certificates shall be given promptly by the Paying Agent by letter to the related Certificateholders (with a copy to the Trustee and the Trust Administrator mailed (a) in the event such notice is given in connection with the purchase of either the Group I Mortgage Loans or the Group II Mortgage Loans and each related REO Property remaining in REMIC I-A or REMIC II, as applicable, by the related Terminator, not earlier than the 15th day and not later than the 25th day of the month next preceding the month of the final distribution on the related Certificates or (b) otherwise during the month of such final distribution on or before the Determination Date in such month, in each case specifying (i) the Distribution Date upon which REMIC I-A or REMIC II, as applicable, will terminate and final payment of the Group I Certificates or the Group II Certificates, as applicable, will be made upon presentation and surrender of the Certificates at the office of the Certificate Registrar therein designated, (ii) the amount of any such final payment, (iii) that no interest shall accrue in respect of the Certificates from and after the Interest Accrual Period relating to the final Distribution Date therefor and (iv) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Certificate Registrar. In the event such notice is given in connection with the purchase of all of the Group I Mortgage Loans or the Group II Mortgage Loans and each related REO Property remaining in REMIC I-A or REMIC II, as applicable, by the related Terminator, the related Terminator shall deliver to the Paying Agent for deposit in the Distribution Account (with notice to the Trustee and the Trust Administrator) not later than the last Business Day of the month next preceding the month in which such distribution will be made an amount in immediately available funds equal to the Group I Termination Price or the Group II Termination Price, as applicable. Upon certification to the Trustee by a Servicing Officer of the making of such final deposit, the Trustee shall promptly release or cause to be released to the related Terminator the Mortgage Files for the remaining Group I Mortgage Loans or Group II Mortgage Loans, as applicable, and the Trustee shall execute all assignments, endorsements and other instruments delivered to it which are necessary to effectuate such transfer.

(f) Upon receipt of notice by the Paying Agent of the presentation of the Certificates by the Certificateholders on the related final Distribution Date to the Certificate Registrar, the Paying Agent shall distribute to each Certificateholder so presenting and surrendering its Certificates the amount otherwise distributable on such Distribution Date in accordance with Section 4.01 in respect of the Certificates so presented and surrendered. Any funds not distributed to any Holder or Holders of Certificates being retired on such Distribution Date because of the failure of such Holder or Holders to tender their Certificates shall, on such date, be set aside and held in trust by the Paying Agent and credited to the account of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to this Section 9.01 shall not have been surrendered for cancellation within six months after the time specified in such notice, the Paying Agent shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation, the Paying Agent shall, directly or through an agent, mail a final notice to remaining related non-tendering Certificateholders concerning surrender of their Certificates. The costs and expenses of maintaining the funds in trust and of contacting such Certificateholders shall be paid out of the assets remaining in the trust funds. If within one year after the final notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to Citigroup Global Markets Inc. all such amounts, and all rights of non-tendering Certificateholders in or to such amounts shall thereupon cease. No interest shall accrue or be payable to any Certificateholder on any amount held in trust by the Paying Agent as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with this Section 9.01.

Immediately following the deposit of funds in trust hereunder in respect of each of the Group I Certificates and the Group II Certificates, the Trust Fund shall terminate. In no event shall the trust created hereby continue beyond the earlier of (a) the Latest Possible Maturity Date and (b) expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court of St. Xxxxx, living on the date hereof.

SECTION 9.02 Additional Termination Requirements.

(a) In the event that the related Terminator purchases all the Group I Mortgage Loans and each related REO Property or all the Group II Mortgage Loans and each related REO Property, REMIC I-A (in the case of a purchase of all the Group I Mortgage Loans and each related REO Property) or REMIC II (in the case of a purchase of all the Group II Mortgage Loans and each related REO Property) shall be terminated, in each case in accordance with the following additional requirements (or in connection with the final payment on or other liquidation of the last Group I Mortgage Loan or related REO Property remaining in REMIC I-A or the last Group II Mortgage Loan or related REO Property remaining in REMIC II, the additional requirement specified in clause (i) below):

(i) The Trust Administrator shall specify the first day in the 90-day liquidation period in a statement attached to REMIC I-A’s or REMIC II’s, as applicable, final Tax Return pursuant to Treasury regulation Section 1.860F-1, and such termination shall satisfy all requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Master Servicer;

(ii) During such 90-day liquidation period, and at or prior to the time of making of the final payment on the Certificates, the Trust Administrator on behalf of the Trustee shall sell all of the assets of REMIC I-A or REMIC II, as applicable, to the related Terminator for cash; and

(iii) At the time of the making of the final payment on the related Certificates, the Paying Agent shall distribute or credit, or cause to be distributed or credited, to the Holders of the Class I-R Certificates all cash on hand in REMIC I-A and to the Holders of the Class II-R Certificates all cash on hand in REMIC II (in each case other than cash retained to meet claims), and either REMIC I-A and REMIC I-B or REMIC II, as applicable, shall terminate at that time.

(b) At the expense of the related Terminator (or in the event of termination under Section 9.01(a)(ii) or Section 9.01(b)(ii), at the expense of the Trust Administrator), the Trust Administrator shall prepare or cause to be prepared the documentation required in connection with the adoption of a plan of liquidation of each REMIC, as applicable, pursuant to this Section 9.02.

(c) By their acceptance of Certificates, the Holders thereof hereby agree to authorize the Trust Administrator to specify the 90-day liquidation period for each REMIC, as applicable, which authorization shall be binding upon all successor Certificateholders.

ARTICLE X

REMIC PROVISIONS

SECTION 10.01 REMIC Administration.

(a) The Trustee shall elect to treat each REMIC created hereunder as a REMIC under the Code and, if necessary, under applicable state law. Such election will be made by the Trust Administrator on behalf of the Trustee on Form 1066 or other appropriate federal tax or information return or any appropriate state return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. For the purposes of the REMIC election in respect of REMIC I-A, the REMIC I-A Regular Interests shall be designated as the Regular Interests in REMIC I-A and the Class R-IA Interest shall be designated as the Residual Interests in REMIC I-A. For the purposes of the REMIC election in respect of REMIC I-B, the Group I Certificates (other than the Class I-R Certificates) shall be designated as the Regular Interests in REMIC I-B and the Class R-IB Interest shall be designated as the Residual Interest in REMIC I-B. Neither the Trustee nor the Trust Administrator shall permit the creation of any “interests” in REMIC I-A or REMIC I-B (within the meaning of Section 860G of the Code) other than the REMIC I-A Regular Interests and the Group I Certificates. For the purposes of the REMIC election in respect of REMIC II, the REMIC II Regular Interests shall be designated as the Regular Interests in REMIC II and the Class II-R Certificates shall be designated as the Residual Interests in REMIC II. Neither the Trustee nor the Trust Administrator shall permit the creation of any “interests” in REMIC II (within the meaning of Section 860G of the Code) other than the REMIC II Regular Interests and the Group II Certificates. The Trustee shall elect to treat each REMIC created hereunder as a REMIC under the Code and, if necessary, under applicable state law. Such election will be made by the Trust Administrator on behalf of the Trustee on Form 1066 or other appropriate federal tax or information return or any appropriate state return for the taxable year ending on the last day of the calendar year in which the Certificates are issued.

(b) The Closing Date is hereby designated as the “Startup Day” of each REMIC created hereunder within the meaning of Section 860G(a)(9) of the Code.

(c) The Trust Administrator shall pay any and all expenses relating to any tax audit of the Trust Fund (including, but not limited to, any professional fees or any administrative or judicial proceedings with respect to any Trust REMIC that involve the Internal Revenue Service or state tax authorities), and shall be entitled to reimbursement from the Trust therefor to the extent permitted under Section 8.05. The Trust Administrator, as agent for any Trust REMIC’s tax matters person, shall (i) act on behalf of the Trust Fund in relation to any tax matter or controversy involving any Trust REMIC and (ii) represent the Trust Fund in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority with respect thereto. The Holder of the largest Percentage Interest of the Residual Certificates shall be designated, in the manner provided under Treasury regulations section 1.860F-4(d) and Treasury regulations section 301.6231(a)(7)-1, as the tax matters person of the REMIC created hereunder. By its acceptance thereof, the Holder of the largest Percentage Interest of the Residual Certificates hereby agrees to irrevocably appoint the Trust Administrator or an Affiliate as its agent to perform all of the duties of the tax matters person for the Trust Fund.

(d) The Trust Administrator shall prepare and the Trustee at the direction of the Trust Administrator shall sign and the Trust Administrator shall file all of the Tax Returns in respect of the REMIC created hereunder. The expenses of preparing and filing such returns shall be borne by the Trust Administrator without any right of reimbursement therefor. The Master Servicer shall provide on a timely basis to the Trust Administrator or its designee such information with respect to the assets of the Trust Fund as is in its possession and reasonably required by the Trust Administrator to enable it to perform its obligations under this Article.

(e) The Trust Administrator shall perform on behalf of any Trust REMIC all reporting and other tax compliance duties that are the responsibility of the REMIC under the Code, the REMIC Provisions or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority including the filing of Form 8811 with the Internal Revenue Service within 30 days following the Closing Date. Among its other duties, as required by the Code, the REMIC Provisions or other such compliance guidance, the Trust Administrator shall provide (i) to any Transferor of a Residual Certificate such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any Person who is not a Permitted Transferee, (ii) to the Certificateholders such information or reports as are required by the Code or the REMIC Provisions including reports relating to interest, original issue discount and market discount or premium (using the Prepayment Assumption as required) and (iii) to the Internal Revenue Service the name, title, address and telephone number of the person who will serve as the representative of any Trust REMIC. The Master Servicer shall provide on a timely basis to the Trust Administrator such information with respect to the assets of the Trust Fund, including, without limitation, the Mortgage Loans, as is in its possession and reasonably required by the Trust Administrator to enable it to perform its obligations under this subsection. In addition, the Depositor shall provide or cause to be provided to the Trust Administrator, within ten (10) days after the Closing Date, all information or data that the Trust Administrator reasonably determines to be relevant for tax purposes as to the valuations and issue prices of the Certificates, including, without limitation, the price, yield, Prepayment Assumption and projected cash flow of the Certificates.

(f) The Master Servicer, the Trustee and the Trust Administrator shall take such action and shall cause any Trust REMIC to take such action as shall be necessary to create or maintain the status thereof as a REMIC under the REMIC Provisions. The Master Servicer, the Trustee and the Trust Administrator shall not take any action, cause the Trust Fund to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of any Trust REMIC as a REMIC or (ii) result in the imposition of a tax upon the Trust Fund (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code) (either such event, an “Adverse REMIC Event”) unless the Trustee and the Trust Administrator have received an Opinion of Counsel, addressed to the Trustee and the Trust Administrator (at the expense of the party seeking to take such action but in no event at the expense of the Trust Administrator or the Trustee) to the effect that the contemplated action will not, with respect to any Trust REMIC, endanger such status or result in the imposition of such a tax, nor shall the Master Servicer take or fail to take any action (whether or not authorized hereunder) as to which the Trustee or the Trust Administrator has advised it in writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action. In addition, prior to taking any action with respect to any Trust REMIC or its assets, or causing any Trust REMIC to take any action, which is not contemplated under the terms of this Agreement, the Master Servicer will consult with the Trustee and the Trust Administrator or their designee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any Trust REMIC, and the Master Servicer shall not take any such action or cause any Trust REMIC to take any such action as to which the Trustee or the Trust Administrator has advised it in writing that an Adverse REMIC Event could occur. The Trust Administrator and the Trustee may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not permitted by this Agreement, but in no event shall such cost be an expense of the Trustee or the Trust Administrator. At all times as may be required by the Code, the Trust Administrator, the Trustee or the Master Servicer will ensure that substantially all of the assets of any Trust REMIC will consist of “qualified mortgages” as defined in Section 860G(a)(3) of the Code and “permitted investments” as defined in Section 860G(a)(5) of the Code.

(g) In the event that any tax is imposed on “prohibited transactions” of the REMIC created hereunder as defined in Section 860F(a)(2) of the Code, on the “net income from foreclosure property” of the REMIC as defined in Section 860G(c) of the Code, on any contributions to the REMIC after the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trust Administrator pursuant to Section 10.03 hereof, if such tax arises out of or results from a breach by the Trust Administrator of any of its obligations under this Article X, (ii) to the Trustee pursuant to Section 10.03 hereof, if such tax arises out of or results from a breach by the Trustee of any of its obligations under this Article X, (iii) to the Master Servicer pursuant to Section 10.03 hereof, if such tax arises out of or results from a breach by the Master Servicer of any of its obligations under Article III or this Article X, (iv) to the Paying Agent pursuant to Section 10.03 hereof, if such tax arises out of or results from a breach by the Paying Agent of any of its obligations under this Article X, or otherwise (v) against amounts on deposit in the Distribution Account and shall be paid by withdrawal therefrom.

(h) [Reserved].

(i) The Trust Administrator shall, for federal income tax purposes, maintain books and records with respect to any Trust REMIC on a calendar year and on an accrual basis.

(j) Following the Startup Day, the Master Servicer, the Trustee and the Trust Administrator shall not accept any contributions of assets to any Trust REMIC other than in connection with any Qualified Substitute Mortgage Loan delivered in accordance with Section 2.03 unless it shall have received an Opinion of Counsel to the effect that the inclusion of such assets in the Trust Fund will not cause the REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding or subject the REMIC to any tax under the REMIC Provisions or other applicable provisions of federal, state and local law or ordinances.

(k) None of the Trustee, the Trust Administrator or the Master Servicer shall enter into any arrangement by which any Trust REMIC will receive a fee or other compensation for services nor permit either such REMIC to receive any income from assets other than “qualified mortgages” as defined in Section 860G(a)(3) of the Code or “permitted investments” as defined in Section 860G(a)(5) of the Code.

SECTION 10.02 Prohibited Transactions and Activities.

None of the Depositor, the Master Servicer, the Trust Administrator, the Paying Agent or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure of a Mortgage Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by deed in lieu of foreclosure, (ii) the bankruptcy of any Trust REMIC, (iii) the termination of any Trust REMIC pursuant to Article IX of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire any assets for any Trust REMIC (other than REO Property acquired in respect of a defaulted Mortgage Loan), nor sell or dispose of any investments in the Collection Account or the Distribution Account for gain, nor accept any contributions to any Trust REMIC after the Closing Date (other than a Qualified Substitute Mortgage Loan delivered in accordance with Section 2.03), unless it has received an Opinion of Counsel, addressed to the Trustee and the Trust Administrator (at the expense of the party seeking to cause such sale, disposition, substitution, acquisition or contribution but in no event at the expense of the Trustee or the Trust Administrator) that such sale, disposition, substitution, acquisition or contribution will not (a) affect adversely the status of any Trust REMIC as a REMIC or (b) cause any Trust REMIC to be subject to a tax on “prohibited transactions” or “contributions” pursuant to the REMIC Provisions.

SECTION 10.03 Master Servicer and Trust Administrator Indemnification.

(a) The Trust Administrator agrees to indemnify the Trust Fund, the Depositor, the Master Servicer and the Trustee for any taxes and costs including, without limitation, any reasonable attorneys fees imposed on or incurred by the Trust Fund, the Depositor, the Master Servicer or the Trustee as a result of a breach of the Trust Administrator’s covenants set forth in this Article X.

(b) The Master Servicer agrees to indemnify the Trust Fund, the Depositor, the Trust Administrator and the Trustee for any taxes and costs including, without limitation, any reasonable attorneys’ fees imposed on or incurred by the Trust Fund, the Depositor, the Trust Administrator or the Trustee, as a result of a breach of the Master Servicer’s covenants set forth in Article III or this Article X.

ARTICLE XI

MISCELLANEOUS PROVISIONS

SECTION 11.01 Amendment.

This Agreement may be amended from time to time by the Depositor, the Master Servicer, the Trustee, the Paying Agent, the Certificate Registrar, the Authenticating Agent and the Trust Administrator without the consent of any of the Certificateholders, (i) to cure any ambiguity or defect, (ii) to correct, modify or supplement any provisions herein (including to give effect to the expectations of Certificateholders) or (iii) to make any other provisions with respect to matters or questions arising under this Agreement which shall not be inconsistent with the provisions of this Agreement, provided that such action shall not, as evidenced by an Opinion of Counsel delivered to the Trustee and the Trust Administrator, adversely affect in any material respect the interests of any Certificateholder. No amendment shall be deemed to adversely affect in any material respect the interests of any Certificateholder who shall have consented thereto, and no Opinion of Counsel shall be required to address the effect of any such amendment on any such consenting Certificateholder.

This Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Trustee, the Paying Agent, the Certificate Registrar, the Authenticating Agent and the Trust Administrator with the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Holders of Certificates; provided, however, that no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on Mortgage Loans which are required to be distributed on any Certificate without the consent of the Holder of such Certificate, (ii) adversely affect in any material respect the interests of the Holders of any Class of Certificates in a manner, other than as described in (i), without the consent of the Holders of Certificates of such Class evidencing at least 66% of the Voting Rights allocated to such Class, or (iii) modify the consents required by the immediately preceding clauses (i) and (ii) without the consent of the Holders of all Certificates then outstanding. Notwithstanding any other provision of this Agreement, for purposes of the giving or withholding of consents pursuant to this Section 11.01, Certificates registered in the name of the Depositor or the Master Servicer or any Affiliate thereof shall be entitled to Voting Rights with respect to matters affecting such Certificates.

Notwithstanding any contrary provision of this Agreement, the Trust Administrator shall not consent to any amendment to this Agreement unless it shall have first received an Opinion of Counsel to the effect that such amendment will not result in the imposition of any tax on any Trust REMIC pursuant to the REMIC Provisions or cause any Trust REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding.

Prior to executing any amendment pursuant to this Section, the Trust Administrator shall be entitled to receive an Opinion of Counsel (provided by the Person requesting such amendment) to the effect that such amendment is authorized or permitted by this Agreement.

Promptly after the execution of any such amendment the Trust Administrator shall furnish a copy of such amendment to each Certificateholder.

It shall not be necessary for the consent of Certificateholders under this Section 11.01 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable regulations as the Trust Administrator may prescribe.

The cost of any Opinion of Counsel to be delivered pursuant to this Section 11.01 shall be borne by the Person seeking the related amendment, but in no event shall such Opinion of Counsel be an expense of the Trustee or the Trust Administrator.

Notwithstanding the foregoing, each of the Trustee, the Paying Agent, the Certificate Registrar, the Authenticating Agent and Trust Administrator may, but shall not be obligated to enter into any amendment pursuant to this Section that affects its rights, duties and immunities under this Agreement or otherwise.

SECTION 11.02 Recordation of Agreement; Counterparts.

To the extent permitted by applicable law, this Agreement is subject to recordation in all appropriate public offices for real property records in all the counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Master Servicer at the expense of the Certificateholders, but only upon direction of Certificateholders accompanied by an Opinion of Counsel to the effect that such recordation materially and beneficially affects the interests of the Certificateholders.

For the purpose of facilitating the recordation of this Agreement as herein provided and for other purposes, this Agreement may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and such counterparts shall constitute but one and the same instrument.

SECTION 11.03 Limitation on Rights of Certificateholders.

The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the Trust Fund, nor entitle such Certificateholder’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust Fund, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them.

No Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the operation and management of the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of any of the Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof.

No Certificateholder shall have any right by virtue of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless (i) such Holder previously shall have given to the Trustee a written notice of default and of the continuance thereof, as hereinbefore provided, and (ii) the Holders of Certificates entitled to at least 25% of the Voting Rights shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such indemnity satisfactory to it against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 15 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding. It is understood and intended, and expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders of Certificates shall have any right in any manner whatsoever by virtue of any provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of such Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

SECTION 11.04 Governing Law.

This Agreement shall be construed in accordance with the laws of the State of New York and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

SECTION 11.05 Notices.

All directions, demands and notices hereunder shall be sent (i) via facsimile (with confirmation of receipt) or (ii) in writing and shall be deemed to have been duly given when received if personally delivered at or mailed by first class mail, postage prepaid, or by express delivery service or delivered in any other manner specified herein, to (a) in the case of the Depositor, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Mortgage Finance Group (telecopy number (000) 000-0000), or such other address or telecopy number as may hereafter be furnished to the Master Servicer, the Trust Administrator, the Paying Agent, the Certificate Registrar, the Authenticating Agent and the Trustee in writing by the Depositor, (b) in the case of the Master Servicer, Master Servicing Division, 00000 Xxxxxx Xxxxxxx, Xxxxx 000, Xxxxxx, XX 00000, Attention: Compliance Manager (telecopy number 972-770-3705) (with a copy to, 0000 Xxxxxxxxxx Xxxxx, X’Xxxxxx, XX 00000, Attention: Chief Legal Counsel (telecopy number 636-261-6518)) or such other address or telecopy number as may hereafter be furnished to the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar, the Authenticating Agent and the Depositor in writing by the Master Servicer, (c) in the case of the Trust Administrator, 1000 Technology Drive, M.S. 337, O’Xxxxxx, Xxxxxxxx 00000, Attention: Mortgage Finance (telecopy number (000) 000-0000), or such other address or telecopy number as may hereafter be furnished to the Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar, the Authenticating Agent and the Depositor in writing by the Master Servicer (d) in the case of the Paying Agent, the Authenticating Agent and the Certificate Registrar, 000 Xxxxxxxxx Xxxxxx, 00^xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Citibank Agency & Trust, CMLTI 2005-8, (telephone number (000) 000-0000), or such other address or telecopy number as may hereafter be furnished to the Master Servicer, the Depositor, the Trust Administrator and the Trustee in writing by the Paying Agent, the Certificate Registrar or the Authenticating Agent and (e) in the case of the Trustee, U.S. Bank National Association, Xxx Xxxxxxx Xxxxxx, 0^xx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, Attention: Corporate Trust Services (telecopy number (000) 000-0000), or such other address or telecopy number as may hereafter be furnished to the Master Servicer, the Trust Administrator, the Paying Agent, the Certificate Registrar, the Authenticating Agent and the Depositor in writing by the Trustee. Any notice required or permitted to be given to a Certificateholder shall be given by first class mail, postage prepaid, at the address of such Holder as shown in the Certificate Register. Any notice so mailed within the time prescribed in this Agreement shall be conclusively presumed to have been duly given when mailed, whether or not the Certificateholder receives such notice. A copy of any notice required to be telecopied hereunder also shall be mailed to the appropriate party in the manner set forth above.

SECTION 11.06 Severability of Provisions.

If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement or of the Certificates or the rights of the Holders thereof.

SECTION 11.07 Notice to Rating Agencies.

The Trust Administrator shall use its best efforts promptly to provide notice to the Rating Agencies, and each of the Master Servicer and the Paying Agent shall use its best efforts promptly to provide notice to the Trust Administrator, with respect to each of the following of which the Trust Administrator, the Master Servicer or the Paying Agent, as applicable, has actual knowledge:

1. Any material change or amendment to this Agreement;

2. The occurrence of any Master Servicer Event of Default that has not been cured or waived;

3. The resignation or termination of the Master Servicer, the Trust Administrator, the Paying Agent, the Certificate Registrar, the Authenticating Agent or the Trustee;

4. The repurchase or substitution of Mortgage Loans pursuant to or as contemplated by Section 2.03;

5. The final payment to the Holders of any Class of Certificates;

6. Any change in the location of the Collection Account or the Distribution Account;

7. Any event that would result in the inability of the Trustee, were it to succeed as Master Servicer, to make advances regarding delinquent Mortgage Loans; and

8. The filing of any claim under the Master Servicer’s blanket bond and errors and omissions insurance policy required by Section 3.14 or the cancellation or material modification of coverage under any such instrument.

In addition, the Trust Administrator shall make available to the Rating Agencies copies of each report to Certificateholders described in Section 4.02 and the Master Servicer, as required pursuant to Section 3.20 and Section 3.21, shall promptly furnish to the Rating Agencies copies of the following:

1. Each annual statement as to compliance described in Section 3.20; and

2. Each annual independent public accountants’ servicing report described in Section 3.21.

Any such notice pursuant to this Section 11.07 shall be in writing and shall be deemed to have been duly given if personally delivered at or mailed by first class mail, postage prepaid, or by express delivery service to Standard & Poor’s Ratings Services, a division of the XxXxxx-Xxxx Companies, Inc., 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000; to Xxxxx’x Investors Services, 00 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000; and to Fitch Ratings, Xxx Xxxxx Xxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, or such other addresses as the Rating Agencies may designate in writing to the parties hereto.

SECTION 11.08 Article and Section References.

All article and section references used in this Agreement, unless otherwise provided, are to articles and sections in this Agreement.

SECTION 11.09 Grant of Security Interest.

It is the express intent of the parties hereto that the conveyance of the Mortgage Loans by the Depositor to the Trustee be, and be construed as, a sale of the Mortgage Loans by the Depositor and not a pledge of the Mortgage Loans by the Depositor to secure a debt or other obligation of the Depositor. However, in the event that, notwithstanding the aforementioned intent of the parties, the Mortgage Loans are held to be property of the Depositor, then, (a) it is the express intent of the parties that such conveyance be deemed a pledge of the Mortgage Loans by the Depositor to the Trustee to secure a debt or other obligation of the Depositor and (b)(1) this Agreement shall also be deemed to be a security agreement within the meaning of Articles 8 and 9 of the Uniform Commercial Code as in effect from time to time in the State of New York; (2) the conveyance provided for in Section 2.01 hereof shall be deemed to be a grant by the Depositor to the Trustee of a security interest in all of the Depositor’s right, title and interest in and to the Mortgage Loans and all amounts payable to the holders of the Mortgage Loans in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including without limitation all amounts, other than investment earnings, from time to time held or invested in the Collection Account and the Distribution Account, whether in the form of cash, instruments, securities or other property; (3) the obligations secured by such security agreement shall be deemed to be all of the Depositor’s obligations under this Agreement, including the obligation to provide to the Certificateholders the benefits of this Agreement relating to the Mortgage Loans and the Trust Fund; and (4) notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Trustee for the purpose of perfecting such security interest under applicable law. Accordingly, the Depositor hereby grants to the Trustee a security interest in the Mortgage Loans and all other property described in clause (2) of the preceding sentence, for the purpose of securing to the Trustee the performance by the Depositor of the obligations described in clause (3) of the preceding sentence. Notwithstanding the foregoing, the parties hereto intend the conveyance pursuant to Section 2.01 to be a true, absolute and unconditional sale of the Mortgage Loans and assets constituting the Trust Fund by the Depositor to the Trustee.

IN WITNESS WHEREOF, the Depositor, the Master Servicer, the Trust Administrator, the Paying Agent, the Authenticating Agent, the Certificate Registrar and the Trustee have caused their names to be signed hereto by their respective officers thereunto duly authorized, in each case as of the day and year first above written.

							CITIGROUP MORTGAGE LOAN TRUST INC., as Depositor
							By:	/s/ Xxxxxxx X. Xxxxx
							Name:		Xxxxxxx X. Xxxxx
							Title:		Asst. Vice President
							CITIMORTGAGE, INC., as Master Servicer and Trust Administrator
							By:	/s/ Xxxxx X. Xxxxxx
							Name:		Xxxxx X. Xxxxxx
							Title:		Sr. 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

STATE OF NEW YORK	)
	)	ss.:
COUNTY OF NEW YORK	)

On the ____ day of December 2005, before me, a notary public in and for said State, personally appeared _____________________, known to me to be an _____________________ of Citigroup Mortgage Loan Trust Inc., one of the corporations that executed the within instrument, and also known to me to be the person who executed it on behalf of said corporation, and acknowledged to me that such corporation executed the within instrument.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.

Notary Public

[Notarial Seal]

STATE OF_____________	)
	)	ss.:
COUNTY OF___________	)

On the ____ day of December 2005, before me, a notary public in and for said State, personally appeared _____________________, known to me to be a _____________________ of CitiMortgage, Inc., one of the corporations that executed the within instrument, and also known to me to be the person who executed it on behalf of said corporation, and acknowledged to me that such corporation executed the within instrument.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.

Notary Public

[Notarial Seal]

STATE OF NEW YORK	)
	)	ss.:
COUNTY OF NEW YORK	)

On the ____ day of December 2005, before me, a notary public in and for said State, personally appeared _____________________, known to me to be an _____________________ of Citibank, N.A., one of the corporations that executed the within instrument, and also known to me to be the person who executed it on behalf of said corporation, and acknowledged to me that such corporation executed the within instrument.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official the day and year in this certificate first above written.

Notary Public

[Notarial Seal]

STATE OF_____________	)
	)	ss.:
COUNTY OF___________	)

On the ____ day of December, 2005, before me, a notary public in and for said State, personally appeared _____________________, known to me to be a _____________________ of U.S. Bank National Association, one of the entities that executed the within instrument, and also known to me to be the person who executed it on behalf of said corporation, and acknowledged to me that such entity executed the within instrument.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.

Notary Public

[Notarial Seal]

EXHIBIT A-1

FORM OF CLASS I-A1A CERTIFICATE

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).

Series 2005-10 Pass-Through Rate: Variable Cut-off Date and date of Pooling and Servicing Agreement: December 1, 2005 First Distribution Date: January 25, 2006 No. 1 Aggregate Certificate Principal Balance of the Class I-A1A Certificates as of the Issue Date: $96,252,000 Denomination: $96,252,000 Master Servicer: CitiMortgage, Inc. Trust Administrator: CitiMortgage, Inc. Certificate Registrar, Paying Agent and Authenticating Agent: Citibank, N.A. Trustee: U.S. Bank National Association Issue Date: December 30, 2005 CUSIP: 17307G T4 0

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS CERTIFICATE.

MORTGAGE PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting primarily of a pool of conventional one- to four-family, adjustable-rate and fixed-rate, first lien mortgage loans (the “Mortgage Loans”) formed and sold by

CITIGROUP MORTGAGE LOAN TRUST INC.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR, CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

This certifies that Cede & Co. is the registered owner of a Percentage Interest (obtained by dividing the denomination of this Certificate by the aggregate Certificate Principal Balance of the Class I-A1A Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class I-A1A Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any successor entity under the Agreement), the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee, a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.

Pursuant to the terms of the Agreement, distributions will be made on the 25^th day of each month or, if such 25^th day is not a Business Day, the Business Day immediately following (a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the Record Date, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of Class I-A1A Certificates on such Distribution Date pursuant to the Agreement.

All distributions to the Holder of this Certificate under the Agreement will be made or caused to be made by the Paying Agent by wire transfer in immediately available funds to the account of the Person entitled thereto if such Person shall have so notified the Paying Agent in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date or otherwise by check mailed by first class mail to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Paying Agent of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Paying Agent for that purpose as provided in the Agreement.

This Certificate is one of a duly authorized issue of Certificates designated as Mortgage Pass-Through Certificates of the Series specified on the face hereof (herein called the “Certificates”) and representing the Percentage Interest specified above in the Class of Certificates to which this Certificate belongs.

The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the Mortgage Loans.

The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the rights of the Certificateholders, under the Agreement at any time by the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee with the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.

As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Certificate Registrar as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.

The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates.

The Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and any agent of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Trust

Administrator, Citibank, N.A., the Trustee nor any such agent shall be affected by notice to the contrary.

The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment to the Certificateholders of all amounts held by the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan and REO Property remaining in the Trust Fund and (ii) the purchase by the party designated in the Agreement at a price determined as provided in the Agreement from the Trust Fund of all the Mortgage Loans and all property acquired in respect of such Mortgage Loans. The Agreement permits, but does not require, the party designated in the Agreement to purchase from the Trust Fund all the Mortgage Loans in the Collateral Pool relating to this Certificate and all property acquired in respect of any Mortgage Loan in such Collateral Pool at a price determined as provided in the Agreement. The exercise of such right will effect early retirement of the Certificates relating to such Collateral Pool; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Loans in such Collateral Pool at the time of purchase being less than 10% of the aggregate principal balance of the Mortgage Loans in such Collateral Pool as of the Cut-off Date.

The recitals contained herein shall be taken as statements of the Depositor, and the Trustee assumes no responsibility for their correctness.

Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.

IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly executed.

Dated: December___, 2005

CITIBANK, N.A., not in its individual
capacity, but solely as Paying Agent

By:

Authorized Officer

CERTIFICATE OF AUTHENTICATION

This is one of the Certificates referred to in the within-mentioned Agreement.

CITIGROUP MORTGAGE LOAN TRUST
INC., MORTGAGE PASS THROUGH
CERTIFICATES, SERIES 2005-10

CITIBANK, N.A., not in its individual
capacity, but solely as Authenticating Agent

By:

Authorized Officer

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM	-	as tenants in common	UNIF GIFT MIN ACT - Custodian
TEN ENT	-	as tenants by the entireties	(Cust) (Minor) under Uniform Gifts to Minors Act
JT TEN	-	as joint tenants with right of survivorship and not as tenants in common		State

Additional abbreviations may also be used though not in the above list.

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

(Please print or typewrite name, address including postal zip code, and Taxpayer Identification Number of assignee) a Percentage Interest equal to ____% evidenced by the within Mortgage Pass-Through Certificates and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.

I (we) further direct the Trustee to issue a new Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Certificate to the following address:

.

Dated:

Signature by or on behalf of assignor

Signature Guaranteed

DISTRIBUTION INSTRUCTIONS

The assignee should include the following for purposes of distribution:

Distributions shall be made, by wire transfer or otherwise, in immediately available funds

to					,
for the account of					,
account number___________, or, if mailed by check, to					,
Applicable statements should be mailed to					,
					.

This information is provided by				,
the assignee named above, or				,
as its agent.

EXHIBIT A-2

FORM OF CLASS I-A2A CERTIFICATE

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).

Series 2005-10 Pass-Through Rate: Variable Cut-off Date and date of Pooling and Servicing Agreement: December 1, 2005 First Distribution Date: January 25, 2006 No. 1 Aggregate Certificate Principal Balance of the Class I-A2A Certificates as of the Issue Date: $61,590,000 Denomination: $61,590,000 Master Servicer: CitiMortgage, Inc. Trust Administrator: CitiMortgage, Inc. Certificate Registrar, Paying Agent and Authenticating Agent: Citibank, N.A. Trustee: U.S. Bank National Association Issue Date: December 30, 2005 CUSIP: 17307G T5 7

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS CERTIFICATE.

MORTGAGE PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting primarily of a pool of conventional one- to four-family, adjustable-rate and fixed-rate, first lien mortgage loans (the “Mortgage Loans”) formed and sold by

CITIGROUP MORTGAGE LOAN TRUST INC.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR, CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

This certifies that Cede & Co. is the registered owner of a Percentage Interest (obtained by dividing the denomination of this Certificate by the aggregate Certificate Principal Balance of the Class I-A2A Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class I-A2A Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any successor entity under the Agreement), the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee, a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.

Pursuant to the terms of the Agreement, distributions will be made on the 25^th day of each month or, if such 25^th day is not a Business Day, the Business Day immediately following (a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the Record Date, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of Class I-A2A Certificates on such Distribution Date pursuant to the Agreement.

All distributions to the Holder of this Certificate under the Agreement will be made or caused to be made by the Paying Agent by wire transfer in immediately available funds to the account of the Person entitled thereto if such Person shall have so notified the Paying Agent in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date or otherwise by check mailed by first class mail to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Paying Agent of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Paying Agent for that purpose as provided in the Agreement.

This Certificate is one of a duly authorized issue of Certificates designated as Mortgage Pass-Through Certificates of the Series specified on the face hereof (herein called the “Certificates”) and representing the Percentage Interest specified above in the Class of Certificates to which this Certificate belongs.

The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the Mortgage Loans.

The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the rights of the Certificateholders, under the Agreement at any time by the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee with the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.

As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Certificate Registrar as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.

The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates.

The Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and any agent of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Trust

Administrator, Citibank, N.A., the Trustee nor any such agent shall be affected by notice to the contrary.

The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment to the Certificateholders of all amounts held by the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan and REO Property remaining in the Trust Fund and (ii) the purchase by the party designated in the Agreement at a price determined as provided in the Agreement from the Trust Fund of all the Mortgage Loans and all property acquired in respect of such Mortgage Loans. The Agreement permits, but does not require, the party designated in the Agreement to purchase from the Trust Fund all the Mortgage Loans in the Collateral Pool relating to this Certificate and all property acquired in respect of any Mortgage Loan in such Collateral Pool at a price determined as provided in the Agreement. The exercise of such right will effect early retirement of the Certificates relating to such Collateral Pool; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Loans in such Collateral Pool at the time of purchase being less than 10% of the aggregate principal balance of the Mortgage Loans in such Collateral Pool as of the Cut-off Date.

The recitals contained herein shall be taken as statements of the Depositor, and the Trustee assumes no responsibility for their correctness.

Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.

IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly executed.

Dated: December___, 2005

CITIBANK, N.A., not in its individual
capacity, but solely as Paying Agent

By:

Authorized Officer

CERTIFICATE OF AUTHENTICATION

This is one of the Certificates referred to in the within-mentioned Agreement.

CITIGROUP MORTGAGE LOAN TRUST
INC., MORTGAGE PASS THROUGH
CERTIFICATES, SERIES 2005-10

CITIBANK, N.A., not in its individual
capacity, but solely as Authenticating Agent

By:

Authorized Officer

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM	-	as tenants in common	UNIF GIFT MIN ACT - Custodian
TEN ENT	-	as tenants by the entireties	(Cust) (Minor) under Uniform Gifts to Minors Act
JT TEN	-	as joint tenants with right of survivorship and not as tenants in common		State

Additional abbreviations may also be used though not in the above list.

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

(Please print or typewrite name, address including postal zip code, and Taxpayer Identification Number of assignee) a Percentage Interest equal to ____% evidenced by the within Mortgage Pass-Through Certificates and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.

I (we) further direct the Trustee to issue a new Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Certificate to the following address:

.

Dated:

Signature by or on behalf of assignor

Signature Guaranteed

DISTRIBUTION INSTRUCTIONS

The assignee should include the following for purposes of distribution:

Distributions shall be made, by wire transfer or otherwise, in immediately available funds

to					,
for the account of					,
account number___________, or, if mailed by check, to					,
Applicable statements should be mailed to					,
					.

This information is provided by				,
the assignee named above, or				,
as its agent.

EXHIBIT A-3

FORM OF CLASS I-A12B CERTIFICATE

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).

Series 2005-10 Pass-Through Rate: Variable Cut-off Date and date of Pooling and Servicing Agreement: December 1, 2005 First Distribution Date: January 25, 2006 No. 1 Aggregate Certificate Principal Balance of the Class I-A12B Certificates as of the Issue Date: $13,277,000 Denomination: $13,277,000 Master Servicer: CitiMortgage, Inc. Trust Administrator: CitiMortgage, Inc. Certificate Registrar, Paying Agent and Authenticating Agent: Citibank, N.A. Trustee: U.S. Bank National Association Issue Date: December 30, 2005 CUSIP: 17307G T6 5

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS CERTIFICATE.

MORTGAGE PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting primarily of a pool of conventional one- to four-family, adjustable-rate and fixed-rate, first lien mortgage loans (the “Mortgage Loans”) formed and sold by

CITIGROUP MORTGAGE LOAN TRUST INC.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR, CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

This certifies that Cede & Co. is the registered owner of a Percentage Interest (obtained by dividing the denomination of this Certificate by the aggregate Certificate Principal Balance of the Class I-A12B Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class I-A12B Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any successor entity under the Agreement), the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee, a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.

Pursuant to the terms of the Agreement, distributions will be made on the 25^th day of each month or, if such 25^th day is not a Business Day, the Business Day immediately following (a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the Record Date, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of Class I-A12B Certificates on such Distribution Date pursuant to the Agreement.

All distributions to the Holder of this Certificate under the Agreement will be made or caused to be made by the Paying Agent by wire transfer in immediately available funds to the account of the Person entitled thereto if such Person shall have so notified the Paying Agent in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date or otherwise by check mailed by first class mail to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice

by the Paying Agent of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Paying Agent for that purpose as provided in the Agreement.

This Certificate is one of a duly authorized issue of Certificates designated as Mortgage Pass-Through Certificates of the Series specified on the face hereof (herein called the “Certificates”) and representing the Percentage Interest specified above in the Class of Certificates to which this Certificate belongs.

The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the Mortgage Loans.

The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the rights of the Certificateholders, under the Agreement at any time by the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee with the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.

As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Certificate Registrar as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.

The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates.

The Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and any agent of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee nor any such agent shall be affected by notice to the contrary.

The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment to the Certificateholders of all amounts held by the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan and REO Property remaining in the Trust Fund and (ii) the purchase by the party designated in the Agreement at a price determined as provided in the Agreement from the Trust Fund of all the Mortgage Loans and all property acquired in respect of such Mortgage Loans. The Agreement permits, but does not require, the party designated in the Agreement to purchase from the Trust Fund all the Mortgage Loans in the Collateral Pool relating to this Certificate and all property acquired in respect of any Mortgage Loan in such Collateral Pool at a price determined as provided in the Agreement. The exercise of such right will effect early retirement of the Certificates relating to such Collateral Pool; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Loans in such Collateral Pool at the time of purchase being less than 10% of the aggregate principal balance of the Mortgage Loans in such Collateral Pool as of the Cut-off Date.

The recitals contained herein shall be taken as statements of the Depositor, and the Trustee assumes no responsibility for their correctness.

Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.

IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly executed.

Dated: December___, 2005

CITIBANK, N.A., not in its individual
capacity, but solely as Paying Agent

By:

Authorized Officer

CERTIFICATE OF AUTHENTICATION

This is one of the Certificates referred to in the within-mentioned Agreement.

CITIGROUP MORTGAGE LOAN TRUST
INC., MORTGAGE PASS THROUGH
CERTIFICATES, SERIES 2005-10

CITIBANK, N.A., not in its individual
capacity, but solely as Authenticating Agent

By:

Authorized Officer

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM	-	as tenants in common	UNIF GIFT MIN ACT - Custodian
TEN ENT	-	as tenants by the entireties	(Cust) (Minor) under Uniform Gifts to Minors Act
JT TEN	-	as joint tenants with right of survivorship and not as tenants in common		State

Additional abbreviations may also be used though not in the above list.

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

(Please print or typewrite name, address including postal zip code, and Taxpayer Identification Number of assignee) a Percentage Interest equal to ____% evidenced by the within Mortgage Pass-Through Certificates and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.

I (we) further direct the Trustee to issue a new Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Certificate to the following address:

.

Dated:

Signature by or on behalf of assignor

Signature Guaranteed

DISTRIBUTION INSTRUCTIONS

The assignee should include the following for purposes of distribution:

Distributions shall be made, by wire transfer or otherwise, in immediately available funds

to					,
for the account of					,
account number___________, or, if mailed by check, to					,
Applicable statements should be mailed to					,
					.

This information is provided by				,
the assignee named above, or				,
as its agent.

EXHIBIT A-4

FORM OF CLASS I-A3A CERTIFICATE

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).

Series 2005-10 Pass-Through Rate: Variable Cut-off Date and date of Pooling and Servicing Agreement: December 1, 2005 First Distribution Date: January 25, 2006 No. 1 Aggregate Certificate Principal Balance of the Class I-A3A Certificates as of the Issue Date: $150,542,000 Denomination: $150,542,000 Master Servicer: CitiMortgage, Inc. Trust Administrator: CitiMortgage, Inc. Certificate Registrar, Paying Agent and Authenticating Agent: Citibank, N.A. Trustee: U.S. Bank National Association Issue Date: December 30, 2005 CUSIP: 17307G T7 3

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE

AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS CERTIFICATE.

MORTGAGE PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting primarily of a pool of conventional one- to four-family, adjustable-rate and fixed-rate, first lien mortgage loans (the “Mortgage Loans”) formed and sold by

CITIGROUP MORTGAGE LOAN TRUST INC.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR, CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

This certifies that Cede & Co. is the registered owner of a Percentage Interest (obtained by dividing the denomination of this Certificate by the aggregate Certificate Principal Balance of the Class I-A3A Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class I-A3A Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any successor entity under the Agreement), the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee, a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.

Pursuant to the terms of the Agreement, distributions will be made on the 25^th day of each month or, if such 25^th day is not a Business Day, the Business Day immediately following (a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the Record Date, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of Class I-A3A Certificates on such Distribution Date pursuant to the Agreement.

All distributions to the Holder of this Certificate under the Agreement will be made or caused to be made by the Paying Agent by wire transfer in immediately available funds to the account of the Person entitled thereto if such Person shall have so notified the Paying Agent in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date or otherwise by check mailed by first class mail to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice

by the Paying Agent of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Paying Agent for that purpose as provided in the Agreement.

This Certificate is one of a duly authorized issue of Certificates designated as Mortgage Pass-Through Certificates of the Series specified on the face hereof (herein called the “Certificates”) and representing the Percentage Interest specified above in the Class of Certificates to which this Certificate belongs.

The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the Mortgage Loans.

The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the rights of the Certificateholders, under the Agreement at any time by the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee with the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.

As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Certificate Registrar as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.

The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates.

The Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and any agent of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee nor any such agent shall be affected by notice to the contrary.

The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment to the Certificateholders of all amounts held by the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan and REO Property remaining in the Trust Fund and (ii) the purchase by the party designated in the Agreement at a price determined as provided in the Agreement from the Trust Fund of all the Mortgage Loans and all property acquired in respect of such Mortgage Loans. The Agreement permits, but does not require, the party designated in the Agreement to purchase from the Trust Fund all the Mortgage Loans in the Collateral Pool relating to this Certificate and all property acquired in respect of any Mortgage Loan in such Collateral Pool at a price determined as provided in the Agreement. The exercise of such right will effect early retirement of the Certificates relating to such Collateral Pool; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Loans in such Collateral Pool at the time of purchase being less than 10% of the aggregate principal balance of the Mortgage Loans in such Collateral Pool as of the Cut-off Date.

The recitals contained herein shall be taken as statements of the Depositor, and the Trustee assumes no responsibility for their correctness.

Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.

IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly executed.

Dated: December___, 2005

CITIBANK, N.A., not in its individual
capacity, but solely as Paying Agent

By:

Authorized Officer

CERTIFICATE OF AUTHENTICATION

This is one of the Certificates referred to in the within-mentioned Agreement.

CITIGROUP MORTGAGE LOAN TRUST
INC., MORTGAGE PASS THROUGH
CERTIFICATES, SERIES 2005-10

CITIBANK, N.A., not in its individual
capacity, but solely as Authenticating Agent

By:

Authorized Officer

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM	-	as tenants in common	UNIF GIFT MIN ACT - Custodian
TEN ENT	-	as tenants by the entireties	(Cust) (Minor) under Uniform Gifts to Minors Act
JT TEN	-	as joint tenants with right of survivorship and not as tenants in common		State

Additional abbreviations may also be used though not in the above list.

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

(Please print or typewrite name, address including postal zip code, and Taxpayer Identification Number of assignee) a Percentage Interest equal to ____% evidenced by the within Mortgage Pass-Through Certificates and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.

I (we) further direct the Trustee to issue a new Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Certificate to the following address:

.

Dated:

Signature by or on behalf of assignor

Signature Guaranteed

DISTRIBUTION INSTRUCTIONS

The assignee should include the following for purposes of distribution:

Distributions shall be made, by wire transfer or otherwise, in immediately available funds

to					,
for the account of					,
account number___________, or, if mailed by check, to					,
Applicable statements should be mailed to					,
					.

This information is provided by				,
the assignee named above, or				,
as its agent.

EXHIBIT A-5

FORM OF CLASS I-A4A CERTIFICATE

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).

Series 2005-10 Pass-Through Rate: Variable Cut-off Date and date of Pooling and Servicing Agreement: December 1, 2005 First Distribution Date: January 25, 2006 No. 1 Aggregate Certificate Principal Balance of the Class I-A4A Certificates as of the Issue Date: $76,159,000 Denomination: $76,159,000 Master Servicer: CitiMortgage, Inc. Trust Administrator: CitiMortgage, Inc. Certificate Registrar, Paying Agent and Authenticating Agent: Citibank, N.A. Trustee: U.S. Bank National Association Issue Date: December 30, 2005 CUSIP: 17307G T8 1

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS CERTIFICATE.

MORTGAGE PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting primarily of a pool of conventional one- to four-family, adjustable-rate and fixed-rate, first lien mortgage loans (the “Mortgage Loans”) formed and sold by

CITIGROUP MORTGAGE LOAN TRUST INC.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR, CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

This certifies that Cede & Co. is the registered owner of a Percentage Interest (obtained by dividing the denomination of this Certificate by the aggregate Certificate Principal Balance of the Class I-A4A Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class I-A4A Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any successor entity under the Agreement), the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee, a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.

Pursuant to the terms of the Agreement, distributions will be made on the 25^th day of each month or, if such 25^th day is not a Business Day, the Business Day immediately following (a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the Record Date, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of Class I-A4A Certificates on such Distribution Date pursuant to the Agreement.

All distributions to the Holder of this Certificate under the Agreement will be made or caused to be made by the Paying Agent by wire transfer in immediately available funds to the account of the Person entitled thereto if such Person shall have so notified the Paying Agent in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date or otherwise by check mailed by first class mail to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice

by the Paying Agent of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Paying Agent for that purpose as provided in the Agreement.

This Certificate is one of a duly authorized issue of Certificates designated as Mortgage Pass-Through Certificates of the Series specified on the face hereof (herein called the “Certificates”) and representing the Percentage Interest specified above in the Class of Certificates to which this Certificate belongs.

The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the Mortgage Loans.

The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the rights of the Certificateholders, under the Agreement at any time by the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee with the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.

As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Certificate Registrar as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.

The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates.

The Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and any agent of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee nor any such agent shall be affected by notice to the contrary.

The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment to the Certificateholders of all amounts held by the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan and REO Property remaining in the Trust Fund and (ii) the purchase by the party designated in the Agreement at a price determined as provided in the Agreement from the Trust Fund of all the Mortgage Loans and all property acquired in respect of such Mortgage Loans. The Agreement permits, but does not require, the party designated in the Agreement to purchase from the Trust Fund all the Mortgage Loans in the Collateral Pool relating to this Certificate and all property acquired in respect of any Mortgage Loan in such Collateral Pool at a price determined as provided in the Agreement. The exercise of such right will effect early retirement of the Certificates relating to such Collateral Pool; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Loans in such Collateral Pool at the time of purchase being less than 10% of the aggregate principal balance of the Mortgage Loans in such Collateral Pool as of the Cut-off Date.

The recitals contained herein shall be taken as statements of the Depositor, and the Trustee assumes no responsibility for their correctness.

Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.

IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly executed.

Dated: December___, 2005

CITIBANK, N.A., not in its individual
capacity, but solely as Paying Agent

By:

Authorized Officer

CERTIFICATE OF AUTHENTICATION

This is one of the Certificates referred to in the within-mentioned Agreement.

CITIGROUP MORTGAGE LOAN TRUST
INC., MORTGAGE PASS THROUGH
CERTIFICATES, SERIES 2005-10

CITIBANK, N.A., not in its individual
capacity, but solely as Authenticating Agent

By:

Authorized Officer

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM	-	as tenants in common	UNIF GIFT MIN ACT - Custodian
TEN ENT	-	as tenants by the entireties	(Cust) (Minor) under Uniform Gifts to Minors Act
JT TEN	-	as joint tenants with right of survivorship and not as tenants in common		State

Additional abbreviations may also be used though not in the above list.

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

(Please print or typewrite name, address including postal zip code, and Taxpayer Identification Number of assignee) a Percentage Interest equal to ____% evidenced by the within Mortgage Pass-Through Certificates and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.

I (we) further direct the Trustee to issue a new Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Certificate to the following address:

.

Dated:

Signature by or on behalf of assignor

Signature Guaranteed

DISTRIBUTION INSTRUCTIONS

The assignee should include the following for purposes of distribution:

Distributions shall be made, by wire transfer or otherwise, in immediately available funds

to					,
for the account of					,
account number___________, or, if mailed by check, to					,
Applicable statements should be mailed to					,
					.

This information is provided by				,
the assignee named above, or				,
as its agent.

EXHIBIT A-6

FORM OF CLASS I-A34B CERTIFICATE

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).

Series 2005-10 Pass-Through Rate: Variable Cut-off Date and date of Pooling and Servicing Agreement: December 1, 2005 First Distribution Date: January 25, 2006 No. 1 Aggregate Certificate Principal Balance of the Class I-A34B Certificates as of the Issue Date: $19,068,000 Denomination: $19,068,000 Master Servicer: CitiMortgage, Inc. Trust Administrator: CitiMortgage, Inc. Certificate Registrar, Paying Agent and Authenticating Agent: Citibank, N.A. Trustee: U.S. Bank National Association Issue Date: December 30, 2005 CUSIP: 17307G T9 9

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS CERTIFICATE.

MORTGAGE PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting primarily of a pool of conventional one- to four-family, adjustable-rate and fixed-rate, first lien mortgage loans (the “Mortgage Loans”) formed and sold by

CITIGROUP MORTGAGE LOAN TRUST INC.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR, CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

This certifies that Cede & Co. is the registered owner of a Percentage Interest (obtained by dividing the denomination of this Certificate by the aggregate Certificate Principal Balance of the Class I-A34B Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class I-A34B Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any successor entity under the Agreement), the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee, a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.

Pursuant to the terms of the Agreement, distributions will be made on the 25^th day of each month or, if such 25^th day is not a Business Day, the Business Day immediately following (a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the Record Date, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of Class I-A34B Certificates on such Distribution Date pursuant to the Agreement.

All distributions to the Holder of this Certificate under the Agreement will be made or caused to be made by the Paying Agent by wire transfer in immediately available funds to the account of the Person entitled thereto if such Person shall have so notified the Paying Agent in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date or otherwise by check mailed by first class mail to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice

by the Paying Agent of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Paying Agent for that purpose as provided in the Agreement.

This Certificate is one of a duly authorized issue of Certificates designated as Mortgage Pass-Through Certificates of the Series specified on the face hereof (herein called the “Certificates”) and representing the Percentage Interest specified above in the Class of Certificates to which this Certificate belongs.

The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the Mortgage Loans.

The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the rights of the Certificateholders, under the Agreement at any time by the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee with the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.

As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Certificate Registrar as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.

The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates.

The Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and any agent of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee nor any such agent shall be affected by notice to the contrary.

The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment to the Certificateholders of all amounts held by the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan and REO Property remaining in the Trust Fund and (ii) the purchase by the party designated in the Agreement at a price determined as provided in the Agreement from the Trust Fund of all the Mortgage Loans and all property acquired in respect of such Mortgage Loans. The Agreement permits, but does not require, the party designated in the Agreement to purchase from the Trust Fund all the Mortgage Loans in the Collateral Pool relating to this Certificate and all property acquired in respect of any Mortgage Loan in such Collateral Pool at a price determined as provided in the Agreement. The exercise of such right will effect early retirement of the Certificates relating to such Collateral Pool; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Loans in such Collateral Pool at the time of purchase being less than 10% of the aggregate principal balance of the Mortgage Loans in such Collateral Pool as of the Cut-off Date.

The recitals contained herein shall be taken as statements of the Depositor, and the Trustee assumes no responsibility for their correctness.

Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.

IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly executed.

Dated: December___, 2005

CITIBANK, N.A., not in its individual
capacity, but solely as Paying Agent

By:

Authorized Officer

CERTIFICATE OF AUTHENTICATION

This is one of the Certificates referred to in the within-mentioned Agreement.

CITIGROUP MORTGAGE LOAN TRUST
INC., MORTGAGE PASS THROUGH
CERTIFICATES, SERIES 2005-10

CITIBANK, N.A., not in its individual
capacity, but solely as Authenticating Agent

By:

Authorized Officer

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM	-	as tenants in common	UNIF GIFT MIN ACT - Custodian
TEN ENT	-	as tenants by the entireties	(Cust) (Minor) under Uniform Gifts to Minors Act
JT TEN	-	as joint tenants with right of survivorship and not as tenants in common		State

Additional abbreviations may also be used though not in the above list.

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

(Please print or typewrite name, address including postal zip code, and Taxpayer Identification Number of assignee) a Percentage Interest equal to ____% evidenced by the within Mortgage Pass-Through Certificates and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.

I (we) further direct the Trustee to issue a new Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Certificate to the following address:

.

Dated:

Signature by or on behalf of assignor

Signature Guaranteed

DISTRIBUTION INSTRUCTIONS

The assignee should include the following for purposes of distribution:

Distributions shall be made, by wire transfer or otherwise, in immediately available funds

to					,
for the account of					,
account number___________, or, if mailed by check, to					,
Applicable statements should be mailed to					,
					.

This information is provided by				,
the assignee named above, or				,
as its agent.

EXHIBIT A-7

FORM OF CLASS I-A5A CERTIFICATE

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).

Series 2005-10 Pass-Through Rate: Variable Cut-off Date and date of Pooling and Servicing Agreement: December 1, 2005 First Distribution Date: January 25, 2006 No. 1 Aggregate Certificate Principal Balance of the Class I-A5A Certificates as of the Issue Date: $93,248,000 Denomination: $93,248,000 Master Servicer: CitiMortgage, Inc. Trust Administrator: CitiMortgage, Inc. Certificate Registrar, Paying Agent and Authenticating Agent: Citibank, N.A. Trustee: U.S. Bank National Association Issue Date: December 30, 2005 CUSIP: 17307G U2 2

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE

AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS CERTIFICATE.

MORTGAGE PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting primarily of a pool of conventional one- to four-family, adjustable-rate and fixed-rate, first lien mortgage loans (the “Mortgage Loans”) formed and sold by

CITIGROUP MORTGAGE LOAN TRUST INC.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR, CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

This certifies that Cede & Co. is the registered owner of a Percentage Interest (obtained by dividing the denomination of this Certificate by the aggregate Certificate Principal Balance of the Class I-A5A Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class I-A5A Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any successor entity under the Agreement), the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee, a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.

Pursuant to the terms of the Agreement, distributions will be made on the 25^th day of each month or, if such 25^th day is not a Business Day, the Business Day immediately following (a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the Record Date, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of Class I-A5A Certificates on such Distribution Date pursuant to the Agreement.

All distributions to the Holder of this Certificate under the Agreement will be made or caused to be made by the Paying Agent by wire transfer in immediately available funds to the account of the Person entitled thereto if such Person shall have so notified the Paying Agent in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date or otherwise by check mailed by first class mail to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice

by the Paying Agent of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Paying Agent for that purpose as provided in the Agreement.

This Certificate is one of a duly authorized issue of Certificates designated as Mortgage Pass-Through Certificates of the Series specified on the face hereof (herein called the “Certificates”) and representing the Percentage Interest specified above in the Class of Certificates to which this Certificate belongs.

The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the Mortgage Loans.

The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the rights of the Certificateholders, under the Agreement at any time by the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee with the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.

As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Certificate Registrar as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.

The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates.

The Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and any agent of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee nor any such agent shall be affected by notice to the contrary.

The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment to the Certificateholders of all amounts held by the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan and REO Property remaining in the Trust Fund and (ii) the purchase by the party designated in the Agreement at a price determined as provided in the Agreement from the Trust Fund of all the Mortgage Loans and all property acquired in respect of such Mortgage Loans. The Agreement permits, but does not require, the party designated in the Agreement to purchase from the Trust Fund all the Mortgage Loans in the Collateral Pool relating to this Certificate and all property acquired in respect of any Mortgage Loan in such Collateral Pool at a price determined as provided in the Agreement. The exercise of such right will effect early retirement of the Certificates relating to such Collateral Pool; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Loans in such Collateral Pool at the time of purchase being less than 10% of the aggregate principal balance of the Mortgage Loans in such Collateral Pool as of the Cut-off Date.

The recitals contained herein shall be taken as statements of the Depositor, and the Trustee assumes no responsibility for their correctness.

Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.

IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly executed.

Dated: December___, 2005

CITIBANK, N.A., not in its individual
capacity, but solely as Paying Agent

By:

Authorized Officer

CERTIFICATE OF AUTHENTICATION

This is one of the Certificates referred to in the within-mentioned Agreement.

CITIGROUP MORTGAGE LOAN TRUST
INC., MORTGAGE PASS THROUGH
CERTIFICATES, SERIES 2005-10

CITIBANK, N.A., not in its individual
capacity, but solely as Authenticating Agent

By:

Authorized Officer

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM     -	as tenants in common	UNIF GIFT MIN ACT - Custodian
TEN ENT       -	as tenants by the entireties	(Cust) (Minor) under Uniform Gifts to Minors Act
JT TEN           -	as joint tenants with right of survivorship and not as tenants in common		State

Additional abbreviations may also be used though not in the above list.

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

(Please print or typewrite name, address including postal zip code, and Taxpayer Identification Number of assignee) a Percentage Interest equal to ____% evidenced by the within Mortgage Pass-Through Certificates and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.

I (we) further direct the Trustee to issue a new Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Certificate to the following address:

.

Dated:

Signature by or on behalf of assignor

Signature Guaranteed

DISTRIBUTION INSTRUCTIONS

The assignee should include the following for purposes of distribution:

Distributions shall be made, by wire transfer or otherwise, in immediately available funds

to					,
for the account of					,
account number___________, or, if mailed by check, to					,
Applicable statements should be mailed to					,
					.

This information is provided by				,
the assignee named above, or				,
as its agent.

EXHIBIT A-8

FORM OF CLASS I-A5B CERTIFICATE

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).

Series 2005-10 Pass-Through Rate: Variable Cut-off Date and date of Pooling and Servicing Agreement: December 1, 2005 First Distribution Date: January 25, 2006 No. 1 Aggregate Certificate Principal Balance of the Class I-A5B Certificates as of the Issue Date: $7,843,000 Denomination: $7,843,000 Master Servicer: CitiMortgage, Inc. Trust Administrator: CitiMortgage, Inc. Certificate Registrar, Paying Agent and Authenticating Agent: Citibank, N.A. Trustee: U.S. Bank National Association Issue Date: December 30, 2005 CUSIP: 17307G U3 0

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS CERTIFICATE.

MORTGAGE PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting primarily of a pool of conventional one- to four-family, adjustable-rate and fixed-rate, first lien mortgage loans (the “Mortgage Loans”) formed and sold by

CITIGROUP MORTGAGE LOAN TRUST INC.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR, CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

This certifies that Cede & Co. is the registered owner of a Percentage Interest (obtained by dividing the denomination of this Certificate by the aggregate Certificate Principal Balance of the Class I-A5B Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class I-A5B Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any successor entity under the Agreement), the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee, a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.

Pursuant to the terms of the Agreement, distributions will be made on the 25^th day of each month or, if such 25^th day is not a Business Day, the Business Day immediately following (a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the Record Date, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of Class I-A5B Certificates on such Distribution Date pursuant to the Agreement.

All distributions to the Holder of this Certificate under the Agreement will be made or caused to be made by the Paying Agent by wire transfer in immediately available funds to the account of the Person entitled thereto if such Person shall have so notified the Paying Agent in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date or otherwise by check mailed by first class mail to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice

by the Paying Agent of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Paying Agent for that purpose as provided in the Agreement.

This Certificate is one of a duly authorized issue of Certificates designated as Mortgage Pass-Through Certificates of the Series specified on the face hereof (herein called the “Certificates”) and representing the Percentage Interest specified above in the Class of Certificates to which this Certificate belongs.

The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the Mortgage Loans.

The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the rights of the Certificateholders, under the Agreement at any time by the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee with the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.

As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Certificate Registrar as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.

The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates.

The Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and any agent of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee nor any such agent shall be affected by notice to the contrary.

The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment to the Certificateholders of all amounts held by the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan and REO Property remaining in the Trust Fund and (ii) the purchase by the party designated in the Agreement at a price determined as provided in the Agreement from the Trust Fund of all the Mortgage Loans and all property acquired in respect of such Mortgage Loans. The Agreement permits, but does not require, the party designated in the Agreement to purchase from the Trust Fund all the Mortgage Loans in the Collateral Pool relating to this Certificate and all property acquired in respect of any Mortgage Loan in such Collateral Pool at a price determined as provided in the Agreement. The exercise of such right will effect early retirement of the Certificates relating to such Collateral Pool; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Loans in such Collateral Pool at the time of purchase being less than 10% of the aggregate principal balance of the Mortgage Loans in such Collateral Pool as of the Cut-off Date.

The recitals contained herein shall be taken as statements of the Depositor, and the Trustee assumes no responsibility for their correctness.

Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.

IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly executed.

Dated: December___, 2005

CITIBANK, N.A., not in its individual
capacity, but solely as Paying Agent

By:

Authorized Officer

CERTIFICATE OF AUTHENTICATION

This is one of the Certificates referred to in the within-mentioned Agreement.

CITIGROUP MORTGAGE LOAN TRUST
INC., MORTGAGE PASS THROUGH
CERTIFICATES, SERIES 2005-10

CITIBANK, N.A., not in its individual
capacity, but solely as Authenticating Agent

By:

Authorized Officer

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM	-	as tenants in common	UNIF GIFT MIN ACT - Custodian
TEN ENT	-	as tenants by the entireties	(Cust) (Minor) under Uniform Gifts to Minors Act
JT TEN	-	as joint tenants with right of survivorship and not as tenants in common		State

Additional abbreviations may also be used though not in the above list.

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

(Please print or typewrite name, address including postal zip code, and Taxpayer Identification Number of assignee) a Percentage Interest equal to ____% evidenced by the within Mortgage Pass-Through Certificates and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.

I (we) further direct the Trustee to issue a new Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Certificate to the following address:

.

Dated:

Signature by or on behalf of assignor

Signature Guaranteed

DISTRIBUTION INSTRUCTIONS

The assignee should include the following for purposes of distribution:

Distributions shall be made, by wire transfer or otherwise, in immediately available funds

to					,
for the account of					,
account number___________, or, if mailed by check, to					,
Applicable statements should be mailed to					,
					.

This information is provided by				,
the assignee named above, or				,
as its agent.

EXHIBIT A-9

FORM OF CLASS I-P CERTIFICATE

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN.

Series 2005-10 Pass-Through Rate: None Cut-off Date and date of Pooling and Servicing Agreement: December 1, 2005 First Distribution Date: January 25, 2006 No. 1 Aggregate Certificate Principal Balance of the Class I-P Certificates as of the Issue Date: $100 Denomination: $100 Master Servicer: CitiMortgage, Inc. Trust Administrator: CitiMortgage, Inc. Certificate Registrar, Paying Agent and Authenticating Agent: Citibank, N.A. Trustee: U.S. Bank National Association Issue Date: December 30, 2005 CUSIP: 17307G V2 1

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE

AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS CERTIFICATE.

MORTGAGE PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting primarily of a pool of conventional one- to four-family, adjustable-rate and fixed-rate, first lien mortgage loans (the “Mortgage Loans”) formed and sold by

CITIGROUP MORTGAGE LOAN TRUST INC.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR, CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

This certifies that Citigroup Global Markets Inc. is the registered owner of a Percentage Interest (obtained by dividing the denomination of this Certificate by the aggregate Certificate Principal Balance of the Class I-P Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class I-P Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any successor entity under the Agreement), the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee, a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.

This Certificate does not have a pass-through rate and will be entitled to distributions only to the extent set forth in the Agreement

Pursuant to the terms of the Agreement, distributions will be made on the 25^th day of each month or, if such 25^th day is not a Business Day, the Business Day immediately following (a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the Record Date, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of Class I-P Certificates on such Distribution Date pursuant to the Agreement.

All distributions to the Holder of this Certificate under the Agreement will be made or caused to be made by the Paying Agent by wire transfer in immediately available funds to the account of the Person entitled thereto if such Person shall have so notified the Paying Agent in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date or otherwise by check mailed by first class mail to the address of the Person

entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Paying Agent of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Paying Agent for that purpose as provided in the Agreement.

This Certificate is one of a duly authorized issue of Certificates designated as Mortgage Pass-Through Certificates of the Series specified on the face hereof (herein called the “Certificates”) and representing the Percentage Interest specified above in the Class of Certificates to which this Certificate belongs.

The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the Mortgage Loans.

The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee, and the rights of the Certificateholders, under the Agreement at any time by the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee with the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.

As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Certificate Registrar as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.

The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other

governmental charge that may be imposed in connection with any transfer or exchange of Certificates.

The Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and any agent of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee, nor any such agent shall be affected by notice to the contrary.

The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment to the Certificateholders of all amounts held by the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan and REO Property remaining in the Trust Fund and (ii) the purchase by the party designated in the Agreement at a price determined as provided in the Agreement from the Trust Fund of all the Mortgage Loans and all property acquired in respect of such Mortgage Loans. The Agreement permits, but does not require, the party designated in the Agreement to purchase from the Trust Fund all the Mortgage Loans in the Collateral Pool relating to this Certificate and all property acquired in respect of any Mortgage Loan in such Collateral Pool at a price determined as provided in the Agreement. The exercise of such right will effect early retirement of the Certificates relating to such Collateral Pool; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Loans in such Collateral Pool at the time of purchase being less than 10% of the aggregate principal balance of the Mortgage Loans in such Collateral Pool as of the Cut-off Date.

No transfer of this Certificate shall be made unless the transfer is made pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “1933 Act”), and an effective registration or qualification under applicable state securities laws, or is made in a transaction that does not require such registration or qualification. In the event that such a transfer of this Certificate is to be made without registration or qualification, the Certificate Registrar shall require receipt of (i) if such transfer is purportedly being made in reliance upon Rule 144A under the 1933 Act, written certifications from the Holder of the Certificate desiring to effect the transfer, and from such Holder's prospective transferee, substantially in the forms attached to the Agreement as Exhibit F-1, and (ii) in all other cases, an Opinion of Counsel satisfactory to it that such transfer may be made without such registration or qualification (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Trustee, the Trust Administrator, the Certificate Registrar, the Paying Agent, the Authenticating Agent or the Master Servicer in their respective capacities as such), together with copies of the written certification(s) of the Holder of the Certificate desiring to effect the transfer and/or such Holder's prospective transferee upon which such Opinion of Counsel is based. None of the Depositor or the Trustee is obligated to register or qualify the Class of Certificates specified on the face hereof under the 1933 Act or any other securities law or to take any action not otherwise required under the Agreement to permit the transfer of such Certificates without registration or qualification. Any Holder desiring to effect a transfer of this Certificate shall be required to indemnify the Trustee, the Depositor, the Trust Administrator, the Certificate Registrar, the Paying Agent, the Authenticating Agent and the Master Servicer against any

liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.

No transfer of this Certificate to a Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any person using Plan Assets to acquire this Certificate shall be made except in accordance with Section 5.02(c) of the Agreement.

The recitals contained herein shall be taken as statements of the Depositor, and the Trustee assumes no responsibility for their correctness.

Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.

IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly executed.

Dated: December___, 2005

CITIBANK, N.A., not in its individual
capacity, but solely as Paying Agent

By:

Authorized Officer

CERTIFICATE OF AUTHENTICATION

This is one of the Certificates referred to in the within-mentioned Agreement.

CITIGROUP MORTGAGE LOAN TRUST
INC., MORTGAGE PASS THROUGH
CERTIFICATES, SERIES 2005-10

CITIBANK, N.A., not in its individual
capacity, but solely as Authenticating Agent

By:

Authorized Officer

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM	-	as tenants in common	UNIF GIFT MIN ACT - Custodian
TEN ENT	-	as tenants by the entireties	(Cust) (Minor) under Uniform Gifts to Minors Act
JT TEN	-	as joint tenants with right of survivorship and not as tenants in common		State

Additional abbreviations may also be used though not in the above list.

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

(Please print or typewrite name, address including postal zip code, and Taxpayer Identification Number of assignee) a Percentage Interest equal to ____% evidenced by the within Mortgage Pass-Through Certificates and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.

I (we) further direct the Trustee to issue a new Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Certificate to the following address:

.

Dated:

Signature by or on behalf of assignor

Signature Guaranteed

DISTRIBUTION INSTRUCTIONS

The assignee should include the following for purposes of distribution:

Distributions shall be made, by wire transfer or otherwise, in immediately available funds

to					,
for the account of					,
account number___________, or, if mailed by check, to					,
Applicable statements should be mailed to					,
					.

This information is provided by				,
the assignee named above, or				,
as its agent.

EXHIBIT A-10

FORM OF CLASS I-B1 CERTIFICATE

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).

THIS CERTIFICATE IS SUBORDINATE TO THE GROUP I SENIOR CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

Series 2005-10 Pass-Through Rate: Variable Cut-off Date and date of Pooling and Servicing Agreement: December 1, 2005 First Distribution Date: January 25, 2006 No.1 Aggregate Certificate Principal Balance of the Class I-B1 Certificates as of the Issue Date: $16,745,000 Denomination: $16,745,000 Master Servicer: CitiMortgage, Inc. Trust Administrator: CitiMortgage, Inc. Certificate Registrar, Paying Agent and Authenticating Agent: Citibank, N.A. Trustee: U.S. Bank National Association Issue Date: December 30, 2005 CUSIP: 17307G U4 8

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS CERTIFICATE.

MORTGAGE PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting primarily of a pool of conventional one- to four-family, adjustable-rate and fixed-rate, first lien mortgage loans (the “Mortgage Loans”) formed and sold by

CITIGROUP MORTGAGE LOAN TRUST INC.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR, CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

This certifies that Cede & Co. is the registered owner of a Percentage Interest (obtained by dividing the denomination of this Certificate by the aggregate Certificate Principal Balance of the Class I-B1 Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class I-B1 Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any successor entity under the Agreement), the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee, a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.

Pursuant to the terms of the Agreement, distributions will be made on the 25^th day of each month or, if such 25^th day is not a Business Day, the Business Day immediately following (a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the Record Date, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of Class I-B1 Certificates on such Distribution Date pursuant to the Agreement.

All distributions to the Holder of this Certificate under the Agreement will be made or caused to be made by the Paying Agent by wire transfer in immediately available funds to the account of the Person entitled thereto if such Person shall have so notified the Paying

Agent in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date or otherwise by check mailed by first class mail to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Paying Agent of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Paying Agent for that purpose as provided in the Agreement.

This Certificate is one of a duly authorized issue of Certificates designated as Mortgage Pass-Through Certificates of the Series specified on the face hereof (herein called the “Certificates”) and representing the Percentage Interest specified above in the Class of Certificates to which this Certificate belongs.

The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the Mortgage Loans.

The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the rights of the Certificateholders, under the Agreement at any time by the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee with the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.

As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Certificate Registrar as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.

No transfer of this Certificate to a Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any Person using “Plan Assets” to acquire this Certificate shall be made except in accordance with Section 5.02(c) of the Agreement.

The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates.

The Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and any agent of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee nor any such agent shall be affected by notice to the contrary.

The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment to the Certificateholders of all amounts held by the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan and REO Property remaining in the Trust Fund and (ii) the purchase by the party designated in the Agreement at a price determined as provided in the Agreement from the Trust Fund of all the Mortgage Loans and all property acquired in respect of such Mortgage Loans. The Agreement permits, but does not require, the party designated in the Agreement to purchase from the Trust Fund all the Mortgage Loans in the Collateral Pool relating to this Certificate and all property acquired in respect of any Mortgage Loan in such Collateral Pool at a price determined as provided in the Agreement. The exercise of such right will effect early retirement of the Certificates relating to such Collateral Pool; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Loans in such Collateral Pool at the time of purchase being less than 10% of the aggregate principal balance of the Mortgage Loans in such Collateral Pool as of the Cut-off Date.

The recitals contained herein shall be taken as statements of the Depositor, and the Trustee assumes no responsibility for their correctness.

Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.

IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly executed.

Dated: December___, 2005

CITIBANK, N.A., not in its individual capacity, but solely as Paying Agent

By:

Authorized Officer

CERTIFICATE OF AUTHENTICATION

This is one of the Certificates referred to in the within-mentioned Agreement.

CITIGROUP MORTGAGE LOAN TRUST
INC., MORTGAGE PASS THROUGH
CERTIFICATES, SERIES 2005-10

CITIBANK, N.A., not in its individual
capacity, but solely as Authenticating Agent

By:

Authorized Officer

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM	-	as tenants in common	UNIF GIFT MIN ACT - Custodian
TEN ENT	-	as tenants by the entireties	(Cust) (Minor) under Uniform Gifts to Minors Act
JT TEN	-	as joint tenants with right of survivorship and not as tenants in common		State

Additional abbreviations may also be used though not in the above list.

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

(Please print or typewrite name, address including postal zip code, and Taxpayer Identification Number of assignee) a Percentage Interest equal to ____% evidenced by the within Mortgage Pass-Through Certificates and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.

I (we) further direct the Trustee to issue a new Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Certificate to the following address:

.

Dated:

Signature by or on behalf of assignor

Signature Guaranteed

DISTRIBUTION INSTRUCTIONS

The assignee should include the following for purposes of distribution:

Distributions shall be made, by wire transfer or otherwise, in immediately available funds

to					,
for the account of					,
account number___________, or, if mailed by check, to					,
Applicable statements should be mailed to					,
					.

This information is provided by				,
the assignee named above, or				,
as its agent.

EXHIBIT A-11

FORM OF CLASS I-B2 CERTIFICATE

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).

THIS CERTIFICATE IS SUBORDINATE TO THE GROUP I SENIOR CERTIFICATES AND THE CLASS I-B1 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

Series 2005-10 Pass-Through Rate: Variable Cut-off Date and date of Pooling and Servicing Agreement: December 1, 2005 First Distribution Date: January 25, 2006 No.1 Aggregate Certificate Principal Balance of the Class I-B2 Certificates as of the Issue Date: $8,093,000 Denomination: $8,093,000 Master Servicer: CitiMortgage, Inc. Trust Administrator: CitiMortgage, Inc. Certificate Registrar, Paying Agent and Authenticating Agent: Citibank, N.A. Trustee: U.S. Bank National Association Issue Date: December 30, 2005 CUSIP: 17307G U5 5

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS CERTIFICATE.

MORTGAGE PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting primarily of a pool of conventional one- to four-family, adjustable-rate and fixed-rate, first lien mortgage loans (the “Mortgage Loans”) formed and sold by

CITIGROUP MORTGAGE LOAN TRUST INC.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR, CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

This certifies that Cede & Co. is the registered owner of a Percentage Interest (obtained by dividing the denomination of this Certificate by the aggregate Certificate Principal Balance of the Class I-B2 Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class I-B2 Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any successor entity under the Agreement), the Master Servicer, Trust Administrator, Citibank, N.A. and the Trustee, a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.

Pursuant to the terms of the Agreement, distributions will be made on the 25^th day of each month or, if such 25^th day is not a Business Day, the Business Day immediately following (a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the Record Date, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of Class I-B2 Certificates on such Distribution Date pursuant to the Agreement.

All distributions to the Holder of this Certificate under the Agreement will be made or caused to be made by the Paying Agent by wire transfer in immediately available funds to the account of the Person entitled thereto if such Person shall have so notified the Paying

Agent in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date or otherwise by check mailed by first class mail to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Paying Agent of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Paying Agent for that purpose as provided in the Agreement.

This Certificate is one of a duly authorized issue of Certificates designated as Mortgage Pass-Through Certificates of the Series specified on the face hereof (herein called the “Certificates”) and representing the Percentage Interest specified above in the Class of Certificates to which this Certificate belongs.

The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the Mortgage Loans.

The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the rights of the Certificateholders, under the Agreement at any time by the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee with the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.

As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Certificate Registrar as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.

No transfer of this Certificate to a Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any Person using “Plan Assets” to acquire this Certificate shall be made except in accordance with Section 5.02(c) of the Agreement.

The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates.

The Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and any agent of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee nor any such agent shall be affected by notice to the contrary.

The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment to the Certificateholders of all amounts held by the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan and REO Property remaining in the Trust Fund and (ii) the purchase by the party designated in the Agreement at a price determined as provided in the Agreement from the Trust Fund of all the Mortgage Loans and all property acquired in respect of such Mortgage Loans. The Agreement permits, but does not require, the party designated in the Agreement to purchase from the Trust Fund all the Mortgage Loans in the Collateral Pool relating to this Certificate and all property acquired in respect of any Mortgage Loan in such Collateral Pool at a price determined as provided in the Agreement. The exercise of such right will effect early retirement of the Certificates relating to such Collateral Pool; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Loans in such Collateral Pool at the time of purchase being less than 10% of the aggregate principal balance of the Mortgage Loans in such Collateral Pool as of the Cut-off Date.

The recitals contained herein shall be taken as statements of the Depositor, and the Trustee assumes no responsibility for their correctness.

Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.

IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly executed.

Dated: December___, 2005

CITIBANK, N.A., not in its individual capacity, but solely as Paying Agent

By:

Authorized Officer

CERTIFICATE OF AUTHENTICATION

This is one of the Certificates referred to in the within-mentioned Agreement.

CITIGROUP MORTGAGE LOAN TRUST
INC., MORTGAGE PASS THROUGH
CERTIFICATES, SERIES 2005-10

CITIBANK, N.A., not in its individual
capacity, but solely as Authenticating Agent

By:

Authorized Officer

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM	-	as tenants in common	UNIF GIFT MIN ACT - Custodian
TEN ENT	-	as tenants by the entireties	(Cust) (Minor) under Uniform Gifts to Minors Act
JT TEN	-	as joint tenants with right of survivorship and not as tenants in common		State

Additional abbreviations may also be used though not in the above list.

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

(Please print or typewrite name, address including postal zip code, and Taxpayer Identification Number of assignee) a Percentage Interest equal to ____% evidenced by the within Mortgage Pass-Through Certificates and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.

I (we) further direct the Trustee to issue a new Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Certificate to the following address:

.

Dated:

Signature by or on behalf of assignor

Signature Guaranteed

DISTRIBUTION INSTRUCTIONS

The assignee should include the following for purposes of distribution:

Distributions shall be made, by wire transfer or otherwise, in immediately available funds

to					,
for the account of					,
account number___________, or, if mailed by check, to					,
Applicable statements should be mailed to					,
					.

This information is provided by				,
the assignee named above, or				,
as its agent.

EXHIBIT A-12

FORM OF CLASS I-B3 CERTIFICATE

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).

THIS CERTIFICATE IS SUBORDINATE TO THE GROUP I SENIOR CERTIFICATES, THE CLASS I-B1 CERTIFICATES AND THE CLASS I-B2 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

Series 2005-10 Pass-Through Rate: Variable Cut-off Date and date of Pooling and Servicing Agreement: December 1, 2005 First Distribution Date: January 25, 2006 No.1 Aggregate Certificate Principal Balance of the Class I-B3 Certificates as of the Issue Date: $4,744,000 Denomination: $4,744,000 Master Servicer: CitiMortgage, Inc. Trust Administrator: CitiMortgage, Inc. Certificate Registrar, Paying Agent and Authenticating Agent: Citibank, N.A. Trustee: U.S. Bank National Association Issue Date: December 30, 2005 CUSIP: 17307G U6 3

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS CERTIFICATE.

MORTGAGE PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting primarily of a pool of conventional one- to four-family, adjustable-rate and fixed-rate, first lien mortgage loans (the “Mortgage Loans”) formed and sold by

CITIGROUP MORTGAGE LOAN TRUST INC.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR, CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

This certifies that Cede & Co. is the registered owner of a Percentage Interest (obtained by dividing the denomination of this Certificate by the aggregate Certificate Principal Balance of the Class I-B3 Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class I-B3 Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any successor entity under the Agreement), the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee, a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.

Pursuant to the terms of the Agreement, distributions will be made on the 25^th day of each month or, if such 25^th day is not a Business Day, the Business Day immediately following (a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the Record Date, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of Class I-B3 Certificates on such Distribution Date pursuant to the Agreement.

All distributions to the Holder of this Certificate under the Agreement will be made or caused to be made by the Paying Agent by wire transfer in immediately available funds to the account of the Person entitled thereto if such Person shall have so notified the Paying

Agent in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date or otherwise by check mailed by first class mail to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Paying Agent of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Paying Agent for that purpose as provided in the Agreement.

This Certificate is one of a duly authorized issue of Certificates designated as Mortgage Pass-Through Certificates of the Series specified on the face hereof (herein called the “Certificates”) and representing the Percentage Interest specified above in the Class of Certificates to which this Certificate belongs.

The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the Mortgage Loans.

The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the rights of the Certificateholders, under the Agreement at any time by the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee with the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.

As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Certificate Registrar as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.

No transfer of this Certificate to a Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any Person using “Plan Assets” to acquire this Certificate shall be made except in accordance with Section 5.02(c) of the Agreement.

The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates.

The Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and any agent of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee nor any such agent shall be affected by notice to the contrary.

The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment to the Certificateholders of all amounts held by the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan and REO Property remaining in the Trust Fund and (ii) the purchase by the party designated in the Agreement at a price determined as provided in the Agreement from the Trust Fund of all the Mortgage Loans and all property acquired in respect of such Mortgage Loans. The Agreement permits, but does not require, the party designated in the Agreement to purchase from the Trust Fund all the Mortgage Loans in the Collateral Pool relating to this Certificate and all property acquired in respect of any Mortgage Loan in such Collateral Pool at a price determined as provided in the Agreement. The exercise of such right will effect early retirement of the Certificates relating to such Collateral Pool; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Loans in such Collateral Pool at the time of purchase being less than 10% of the aggregate principal balance of the Mortgage Loans in such Collateral Pool as of the Cut-off Date.

The recitals contained herein shall be taken as statements of the Depositor, and the Trustee assumes no responsibility for their correctness.

Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.

IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly executed.

Dated: December___, 2005

CITIBANK, N.A., not in its individual capacity, but solely as Paying Agent

By:

Authorized Officer

CERTIFICATE OF AUTHENTICATION

This is one of the Certificates referred to in the within-mentioned Agreement.

CITIGROUP MORTGAGE LOAN TRUST
INC., MORTGAGE PASS THROUGH
CERTIFICATES, SERIES 2005-10

CITIBANK, N.A., not in its individual
capacity, but solely as Authenticating Agent

By:

Authorized Officer

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM	-	as tenants in common	UNIF GIFT MIN ACT - Custodian
TEN ENT	-	as tenants by the entireties	(Cust) (Minor) under Uniform Gifts to Minors Act
JT TEN	-	as joint tenants with right of survivorship and not as tenants in common		State

Additional abbreviations may also be used though not in the above list.

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

(Please print or typewrite name, address including postal zip code, and Taxpayer Identification Number of assignee) a Percentage Interest equal to ____% evidenced by the within Mortgage Pass-Through Certificates and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.

I (we) further direct the Trustee to issue a new Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Certificate to the following address:

.

Dated:

Signature by or on behalf of assignor

Signature Guaranteed

DISTRIBUTION INSTRUCTIONS

The assignee should include the following for purposes of distribution:

Distributions shall be made, by wire transfer or otherwise, in immediately available funds

to					,
for the account of					,
account number___________, or, if mailed by check, to					,
Applicable statements should be mailed to					,
					.

This information is provided by				,
the assignee named above, or				,
as its agent.

EXHIBIT A-13

FORM OF CLASS I-B4 CERTIFICATE

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).

THIS CERTIFICATE IS SUBORDINATE TO THE GROUP I SENIOR CERTIFICATES, THE CLASS I-B1 CERTIFICATES, THE CLASS I-B2 CERTIFICATES AND THE CLASS I-B3 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

Series 2005-10 Pass-Through Rate: Variable Cut-off Date and date of Pooling and Servicing Agreement: December 1, 2005 First Distribution Date: January 25, 2006 No. 1 Aggregate Certificate Principal Balance of the Class I-B4 Certificates as of the Issue Date: $4,465,000 Denomination: $4,465,000 Master Servicer: CitiMortgage, Inc. Trust Administrator: CitiMortgage, Inc. Certificate Registrar, Paying Agent and Authenticating Agent: Citibank, N.A. Trustee: U.S. Bank National Association Issue Date: December 30, 2005 CUSIP: 17307G U7 1

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS CERTIFICATE.

MORTGAGE PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting primarily of a pool of conventional one- to four-family, adjustable-rate and fixed-rate, first lien mortgage loans (the “Mortgage Loans”) formed and sold by

CITIGROUP MORTGAGE LOAN TRUST INC.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR, CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

This certifies that Cede & Co. is the registered owner of a Percentage Interest (obtained by dividing the denomination of this Certificate by the aggregate Certificate Principal Balance of the Class I-B4 Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class I-B4 Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any successor entity under the Agreement), the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee, a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.

Pursuant to the terms of the Agreement, distributions will be made on the 25^th day of each month or, if such 25^th day is not a Business Day, the Business Day immediately following (a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the Record Date, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of Class I-B4 Certificates on such Distribution Date pursuant to the Agreement.

All distributions to the Holder of this Certificate under the Agreement will be made or caused to be made by the Paying Agent by wire transfer in immediately available funds to the account of the Person entitled thereto if such Person shall have so notified the Paying Agent in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date or otherwise by check mailed by first class mail to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Paying Agent of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Paying Agent for that purpose as provided in the Agreement.

This Certificate is one of a duly authorized issue of Certificates designated as Mortgage Pass-Through Certificates of the Series specified on the face hereof (herein called the “Certificates”) and representing the Percentage Interest specified above in the Class of Certificates to which this Certificate belongs.

The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the Mortgage Loans.

The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee, and the rights of the Certificateholders, under the Agreement at any time by the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee with the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.

As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Certificate Registrar as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.

The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are

exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates.

The Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and any agent of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee, nor any such agent shall be affected by notice to the contrary.

The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment to the Certificateholders of all amounts held by the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan and REO Property remaining in the Trust Fund and (ii) the purchase by the party designated in the Agreement at a price determined as provided in the Agreement from the Trust Fund of all the Mortgage Loans and all property acquired in respect of such Mortgage Loans. The Agreement permits, but does not require, the party designated in the Agreement to purchase from the Trust Fund all the Mortgage Loans in the Collateral Pool relating to this Certificate and all property acquired in respect of any Mortgage Loan in such Collateral Pool at a price determined as provided in the Agreement. The exercise of such right will effect early retirement of the Certificates relating to such Collateral Pool; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Loans in such Collateral Pool at the time of purchase being less than 10% of the aggregate principal balance of the Mortgage Loans in such Collateral Pool as of the Cut-off Date.

No transfer of this Certificate shall be made unless the transfer is made to a “qualified institutional buyer” as defined under Rule 144A under the Securities Act of 1933, as amended (the “1933 Act”), in a transaction that is exempt from the registration requirements of the 1933 Act and that does not require registration or qualification under applicable state securities laws. In the event that a transfer of this Certificate is to be made, the Certificate Registrar shall require receipt of written certifications from the Holder of the Certificate desiring to effect the transfer, and from such Holder's prospective transferee, substantially in the forms attached to the Agreement as Exhibit F-1. None of the Depositor or the Trustee is obligated to register or qualify the Class of Certificates specified on the face hereof under the 1933 Act or any other securities law or to take any action not otherwise required under the Agreement to permit the transfer of such Certificates without registration or qualification. Any Holder desiring to effect a transfer of this Certificate shall be required to indemnify the Trustee, the Depositor, the Trust Administrator, the Certificate Registrar, the Paying Agent, the Authenticating Agent and the Master Servicer against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.

No transfer of this Certificate to a Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any person using Plan Assets to acquire this Certificate shall be made except in accordance with Section 5.02(c) of the Agreement.

The recitals contained herein shall be taken as statements of the Depositor, and the Trustee assumes no responsibility for their correctness.

Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.

IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly executed.

Dated: December___, 2005

CITIBANK, N.A., not in its individual capacity, but solely as Paying Agent

By:

Authorized Officer

CERTIFICATE OF AUTHENTICATION

This is one of the Certificates referred to in the within-mentioned Agreement.

CITIGROUP MORTGAGE LOAN TRUST
INC., MORTGAGE PASS THROUGH
CERTIFICATES, SERIES 2005-10

CITIBANK, N.A., not in its individual
capacity, but solely as Authenticating Agent

By:

Authorized Officer

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM	-	as tenants in common	UNIF GIFT MIN ACT - Custodian
TEN ENT	-	as tenants by the entireties	(Cust) (Minor) under Uniform Gifts to Minors Act
JT TEN	-	as joint tenants with right of survivorship and not as tenants in common		State

Additional abbreviations may also be used though not in the above list.

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

(Please print or typewrite name, address including postal zip code, and Taxpayer Identification Number of assignee) a Percentage Interest equal to ____% evidenced by the within Mortgage Pass-Through Certificates and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.

I (we) further direct the Trustee to issue a new Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Certificate to the following address:

.

Dated:

Signature by or on behalf of assignor

Signature Guaranteed

DISTRIBUTION INSTRUCTIONS

The assignee should include the following for purposes of distribution:

Distributions shall be made, by wire transfer or otherwise, in immediately available funds

to					,
for the account of					,
account number___________, or, if mailed by check, to					,
Applicable statements should be mailed to					,
					.

This information is provided by				,
the assignee named above, or				,
as its agent.

EXHIBIT A-14

FORM OF CLASS I-B5 CERTIFICATE

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).

THIS CERTIFICATE IS SUBORDINATE TO THE GROUP I SENIOR CERTIFICATES, THE CLASS I-B1 CERTIFICATES, THE CLASS I-B2 CERTIFICATES, THE CLASS I-B3 CERTIFICATES AND THE CLASS I-B4 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

Series 2005-10 Pass-Through Rate: Variable Cut-off Date and date of Pooling and Servicing Agreement: December 1, 2005 First Distribution Date: January 25, 2006 No. 1 Aggregate Certificate Principal Balance of the Class I-B5 Certificates as of the Issue Date: $3,628,000 Denomination: $3,628,000 Master Servicer: CitiMortgage, Inc. Trust Administrator: CitiMortgage, Inc. Certificate Registrar, Paying Agent and Authenticating Agent: Citibank, N.A. Trustee: U.S. Bank National Association Issue Date: December 30, 2005 CUSIP: 17307G U8 9

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS CERTIFICATE.

MORTGAGE PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting primarily of a pool of conventional one- to four-family, adjustable-rate and fixed-rate, first lien mortgage loans (the “Mortgage Loans”) formed and sold by

CITIGROUP MORTGAGE LOAN TRUST INC.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR, CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

This certifies that Cede & Co.. is the registered owner of a Percentage Interest (obtained by dividing the denomination of this Certificate by the aggregate Certificate Principal Balance of the Class I-B5 Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class I-B5 Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any successor entity under the Agreement), the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee, a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.

Pursuant to the terms of the Agreement, distributions will be made on the 25^th day of each month or, if such 25^th day is not a Business Day, the Business Day immediately following (a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the Record Date, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of Class I-B5 Certificates on such Distribution Date pursuant to the Agreement.

All distributions to the Holder of this Certificate under the Agreement will be made or caused to be made by the Paying Agent by wire transfer in immediately available funds

to the account of the Person entitled thereto if such Person shall have so notified the Paying Agent in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date or otherwise by check mailed by first class mail to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Paying Agent of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Paying Agent for that purpose as provided in the Agreement.

This Certificate is one of a duly authorized issue of Certificates designated as Mortgage Pass-Through Certificates of the Series specified on the face hereof (herein called the “Certificates”) and representing the Percentage Interest specified above in the Class of Certificates to which this Certificate belongs.

The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the Mortgage Loans.

The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee, and the rights of the Certificateholders, under the Agreement at any time by the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., and the Trustee with the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.

As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Certificate Registrar as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.

The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No

service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates.

The Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and any agent of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee nor any such agent shall be affected by notice to the contrary.

The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment to the Certificateholders of all amounts held by the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan and REO Property remaining in the Trust Fund and (ii) the purchase by the party designated in the Agreement at a price determined as provided in the Agreement from the Trust Fund of all the Mortgage Loans and all property acquired in respect of such Mortgage Loans. The Agreement permits, but does not require, the party designated in the Agreement to purchase from the Trust Fund all the Mortgage Loans in the Collateral Pool relating to this Certificate and all property acquired in respect of any Mortgage Loan in such Collateral Pool at a price determined as provided in the Agreement. The exercise of such right will effect early retirement of the Certificates relating to such Collateral Pool; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Loans in such Collateral Pool at the time of purchase being less than 10% of the aggregate principal balance of the Mortgage Loans in such Collateral Pool as of the Cut-off Date.

No transfer of this Certificate shall be made unless the transfer is made to a “qualified institutional buyer” as defined under Rule 144A under the Securities Act of 1933, as amended (the “1933 Act”), in a transaction that is exempt from the registration requirements of the 1933 Act and that does not require registration or qualification under applicable state securities laws. In the event that a transfer of this Certificate is to be made, the Certificate Registrar shall require receipt of written certifications from the Holder of the Certificate desiring to effect the transfer, and from such Holder's prospective transferee, substantially in the forms attached to the Agreement as Exhibit F-1. None of the Depositor or the Trustee is obligated to register or qualify the Class of Certificates specified on the face hereof under the 1933 Act or any other securities law or to take any action not otherwise required under the Agreement to permit the transfer of such Certificates without registration or qualification. Any Holder desiring to effect a transfer of this Certificate shall be required to indemnify the Trustee, the Depositor, the Trust Administrator, the Certificate Registrar, the Paying Agent, the Authenticating Agent and the Master Servicer against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.

No transfer of this Certificate to a Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any person using

Plan Assets to acquire this Certificate shall be made except in accordance with Section 5.02(c) of the Agreement.

The recitals contained herein shall be taken as statements of the Depositor, and the Trustee assumes no responsibility for their correctness.

Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.

IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly executed.

Dated: December___, 2005

CITIBANK, N.A., not in its individual capacity, but solely as Paying Agent

By:

Authorized Officer

CERTIFICATE OF AUTHENTICATION

This is one of the Certificates referred to in the within-mentioned Agreement.

CITIGROUP MORTGAGE LOAN TRUST
INC., MORTGAGE PASS THROUGH
CERTIFICATES, SERIES 2005-10

CITIBANK, N.A., not in its individual
capacity, but solely as Authenticating Agent

By:

Authorized Officer

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM	-	as tenants in common	UNIF GIFT MIN ACT - Custodian
TEN ENT	-	as tenants by the entireties	(Cust) (Minor) under Uniform Gifts to Minors Act
JT TEN	-	as joint tenants with right of survivorship and not as tenants in common		State

Additional abbreviations may also be used though not in the above list.

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

(Please print or typewrite name, address including postal zip code, and Taxpayer Identification Number of assignee) a Percentage Interest equal to ____% evidenced by the within Mortgage Pass-Through Certificates and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.

I (we) further direct the Trustee to issue a new Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Certificate to the following address:

.

Dated:

Signature by or on behalf of assignor

Signature Guaranteed

DISTRIBUTION INSTRUCTIONS

The assignee should include the following for purposes of distribution:

Distributions shall be made, by wire transfer or otherwise, in immediately available funds

to					,
for the account of					,
account number___________, or, if mailed by check, to					,
Applicable statements should be mailed to					,
					.

This information is provided by				,
the assignee named above, or				,
as its agent.

EXHIBIT A-15

FORM OF CLASS I-B6 CERTIFICATE

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).

THIS CERTIFICATE IS SUBORDINATE TO THE GROUP I SENIOR CERTIFICATES, THE CLASS I-B1 CERTIFICATES, THE CLASS I-B2 CERTIFICATES, THE CLASS I-B3 CERTIFICATES, THE CLASS I-B4 CERTIFICATES AND THE CLASS I-B5 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

Series 2005-10 Pass-Through Rate: Variable Cut-off Date and date of Pooling and Servicing Agreement: December 1, 2005 First Distribution Date: January 25, 2006 No. 1 Aggregate Certificate Principal Balance of the Class I-B6 Certificates as of the Issue Date: $2,512,738 Denomination: $2,512,738 Master Servicer: CitiMortgage, Inc. Trust Administrator: CitiMortgage, Inc. Certificate Registrar, Paying Agent and Authenticating Agent: Citibank, N.A. Trustee: U.S. Bank National Association Issue Date: December 30, 2005 CUSIP: 17307G U9 7

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS CERTIFICATE.

MORTGAGE PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting primarily of a pool of conventional one- to four-family, adjustable-rate and fixed-rate, first lien mortgage loans (the “Mortgage Loans”) formed and sold by

CITIGROUP MORTGAGE LOAN TRUST INC.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR, CITIBANK, N.A. THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

This certifies that Cede & Co. is the registered owner of a Percentage Interest (obtained by dividing the denomination of this Certificate by the aggregate Certificate Principal Balance of the Class I-B6 Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class I-B6 Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any successor entity under the Agreement), the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee, a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.

Pursuant to the terms of the Agreement, distributions will be made on the 25^th day of each month or, if such 25^th day is not a Business Day, the Business Day immediately following (a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the Record Date, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of Class I-B6 Certificates on such Distribution Date pursuant to the Agreement.

All distributions to the Holder of this Certificate under the Agreement will be made or caused to be made by the Paying Agent by wire transfer in immediately available funds to the account of the Person entitled thereto if such Person shall have so notified the Paying Agent in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date or otherwise by check mailed by first class mail to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Paying Agent of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Paying Agent for that purpose as provided in the Agreement.

This Certificate is one of a duly authorized issue of Certificates designated as Mortgage Pass-Through Certificates of the Series specified on the face hereof (herein called the “Certificates”) and representing the Percentage Interest specified above in the Class of Certificates to which this certificate belongs.

The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the Mortgage Loans.

The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee, and the rights of the Certificateholders, under the Agreement at any time by the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., and the Trustee with the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.

As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Certificate Registrar as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.

The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are

exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates.

The Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and any agent of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee nor any such agent shall be affected by notice to the contrary.

The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment to the Certificateholders of all amounts held by the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan and REO Property remaining in the Trust Fund and (ii) the purchase by the party designated in the Agreement at a price determined as provided in the Agreement from the Trust Fund of all the Mortgage Loans and all property acquired in respect of such Mortgage Loans. The Agreement permits, but does not require, the party designated in the Agreement to purchase from the Trust Fund all the Mortgage Loans in the Collateral Pool relating to this Certificate and all property acquired in respect of any Mortgage Loan in such Collateral Pool at a price determined as provided in the Agreement. The exercise of such right will effect early retirement of the Certificates relating to such Collateral Pool; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Loans in such Collateral Pool at the time of purchase being less than 10% of the aggregate principal balance of the Mortgage Loans in such Collateral Pool as of the Cut-off Date.

No transfer of this Certificate shall be made unless the transfer is made to a “qualified institutional buyer” as defined under Rule 144A under the Securities Act of 1933, as amended (the “1933 Act”), in a transaction that is exempt from the registration requirements of the 1933 Act and that does not require registration or qualification under applicable state securities laws. In the event that a transfer of this Certificate is to be made, the Certificate Registrar shall require receipt of written certifications from the Holder of the Certificate desiring to effect the transfer, and from such Holder's prospective transferee, substantially in the forms attached to the Agreement as Exhibit F-1. None of the Depositor or the Trustee is obligated to register or qualify the Class of Certificates specified on the face hereof under the 1933 Act or any other securities law or to take any action not otherwise required under the Agreement to permit the transfer of such Certificates without registration or qualification. Any Holder desiring to effect a transfer of this Certificate shall be required to indemnify the Trustee, the Depositor, the Trust Administrator, the Certificate Registrar, the Paying Agent, the Authenticating Agent and the Master Servicer against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.

No transfer of this Certificate to a Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any person using Plan Assets to acquire this Certificate shall be made except in accordance with Section 5.02(c) of the Agreement.

The recitals contained herein shall be taken as statements of the Depositor, and the Trustee assumes no responsibility for their correctness.

Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.

IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly executed.

Dated: December___, 2005

CITIBANK, N.A., not in its individual capacity, but solely as Paying Agent

By:

Authorized Officer

CERTIFICATE OF AUTHENTICATION

This is one of the Certificates referred to in the within-mentioned Agreement.

CITIGROUP MORTGAGE LOAN TRUST
INC., MORTGAGE PASS THROUGH
CERTIFICATES, SERIES 2005-10

CITIBANK, N.A., not in its individual
capacity, but solely as Authenticating Agent

By:

Authorized Officer

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM	-	as tenants in common	UNIF GIFT MIN ACT - Custodian
TEN ENT	-	as tenants by the entireties	(Cust) (Minor) under Uniform Gifts to Minors Act
JT TEN	-	as joint tenants with right of survivorship and not as tenants in common		State

Additional abbreviations may also be used though not in the above list.

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

(Please print or typewrite name, address including postal zip code, and Taxpayer Identification Number of assignee) a Percentage Interest equal to ____% evidenced by the within Mortgage Pass-Through Certificates and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.

I (we) further direct the Trustee to issue a new Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Certificate to the following address:

.

Dated:

Signature by or on behalf of assignor

Signature Guaranteed

DISTRIBUTION INSTRUCTIONS

The assignee should include the following for purposes of distribution:

Distributions shall be made, by wire transfer or otherwise, in immediately available funds

to					,
for the account of					,
account number___________, or, if mailed by check, to					,
Applicable statements should be mailed to					,
					.

This information is provided by				,
the assignee named above, or				,
as its agent.

EXHIBIT A-16

FORM OF CLASS I-R CERTIFICATE

THIS CERTIFICATE MAY NOT BE TRANSFERRED TO A NON-UNITED STATES PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (“REMIC”), AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).

ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OTHER CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN.

ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES (I) AN AFFIDAVIT TO THE TRUSTEE THAT (A) SUCH TRANSFEREE IS NOT (1) THE UNITED STATES OR ANY POSSESSION THEREOF, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING, (2) ANY ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN SECTION 521 OF THE CODE) THAT IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE, (3) ANY ORGANIZATION DESCRIBED IN SECTION 1381(A)(2)(C) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (1), (2) OR (3) SHALL HEREINAFTER BE REFERRED TO AS A “DISQUALIFIED ORGANIZATION”) OR (4) AN AGENT OF A DISQUALIFIED ORGANIZATION AND (B) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX, AND (II) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OF ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A

DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE HEREOF SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH AND THE PROVISIONS OF SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. ANY PERSON THAT IS A DISQUALIFIED ORGANIZATION IS PROHIBITED FROM ACQUIRING BENEFICIAL OWNERSHIP OF THIS CERTIFICATE.

Series 2005-10 Pass-Through Rate: Variable Cut-off Date and date of Pooling and Servicing Agreement: December 1, 2005 First Distribution Date: January 25, 2006 No.1 Aggregate Certificate Principal Balance of the Class I-R Certificates as of the Issue Date: $100.77 Denomination: $100.77 Master Servicer: CitiMortgage, Inc. Trust Administrator: CitiMortgage, Inc. Certificate Registrar, Paying Agent and Authenticating Agent: Citibank, N.A. Trustee: U.S. Bank National Association Issue Date: December 30, 2005 CUSIP: 17307G V3 9

MORTGAGE PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting primarily of a pool of conventional one- to four-family, adjustable-rate and fixed-rate, first lien mortgage loans (the “Mortgage Loans”) formed and sold by

CITIGROUP MORTGAGE LOAN TRUST INC.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINSITRATOR, CITIBANK, N.A. OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

This certifies that Citigroup Global Markets, Inc. is the registered owner of the Percentage Interest evidenced by this Certificate specified above in that certain beneficial ownership interest evidenced by all the Class I-R Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any successor entity under the Agreement), the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee, a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.

Pursuant to the terms of the Agreement, distributions will be made on the 25^th day of each month or, if such 25^th day is not a Business Day, the Business Day immediately following (a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the Record Date, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of Class I-R Certificates on such Distribution Date pursuant to the Agreement.

All distributions to the Holder of this Certificate under the Agreement will be made or caused to be made by the Paying Agent by wire transfer in immediately available funds to the account of the Person entitled thereto if such Person shall have so notified the Paying Agent in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date or otherwise by check mailed by first class mail to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Paying Agent of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Paying Agent for that purpose as provided in the Agreement.

This Certificate is one of a duly authorized issue of Certificates designated as Mortgage Pass-Through Certificates of the Series specified on the face hereof (herein called the “Certificates”) and representing the Percentage Interest specified above in the Class of Certificates to which this Certificate belongs.

The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the Mortgage Loans.

The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee and the rights of the Certificateholders, under the Agreement at any time by the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee with the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.

As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Certificate Registrar as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.

No transfer of this Certificate to a Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any Person using “Plan Assets” to acquire this Certificate shall be made except in accordance with Section 5.02(c) of the Agreement.

The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates.

Prior to registration of any transfer, sale or other disposition of this Certificate, the proposed transferee shall provide to the Certificate Registrar (i) an affidavit to the effect that such transferee is any Person other than a Disqualified Organization or the agent (including a broker, nominee or middleman) of a Disqualified Organization, and (ii) a certificate that acknowledges that (A) the Class R Certificates have been designated as a residual interest in a REMIC, (B) it will include in its income a pro rata share of the net income of the Trust Fund and that such income may be an “excess inclusion,” as defined in the Code, that, with certain exceptions, cannot be offset by other losses or benefits from any tax exemption, and (C) it expects to have the financial means to satisfy all of its tax obligations including those relating to holding the Class R Certificates. Notwithstanding the registration in the Certificate Register of any transfer, sale or other disposition of this Certificate to a Disqualified Organization or an agent (including a broker, nominee or middleman) of a Disqualified Organization, such registration shall be deemed to be of no legal force or effect whatsoever and such Person shall not be deemed to be a Certificateholder for any purpose, including, but not limited to, the receipt of distributions in respect of this Certificate.

The Holder of this Certificate, by its acceptance hereof, shall be deemed to have consented to the provisions of Section 5.02 of the Agreement and to any amendment of the Agreement deemed necessary by counsel of the Depositor to ensure that the transfer of this Certificate to any Person other than a Permitted Transferee or any other Person will not cause any Trust Fund to cease to qualify as a REMIC or cause the imposition of a tax upon the REMIC.

The Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and any agent of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee, nor any such agent shall be affected by notice to the contrary.

The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment to the Certificateholders of all amounts held by the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan and REO Property remaining in the Trust Fund and (ii) the purchase by the party designated in the Agreement at a price determined as provided in the Agreement from the Trust Fund of all the Mortgage Loans and all property acquired in respect of such Mortgage Loans. The Agreement permits, but does not require, the party designated in the Agreement to purchase from the Trust Fund all the Mortgage Loans in the Collateral Pool relating to this Certificate and all property acquired in respect of any Mortgage Loan in such Collateral Pool at a price determined as provided in the Agreement. The exercise of such right will effect early retirement of the Certificates relating to such Collateral Pool; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Loans in such Collateral Pool at the time of purchase being less than 10% of the aggregate principal balance of the Mortgage Loans in such Collateral Pool as of the Cut-off Date.

The recitals contained herein shall be taken as statements of the Depositor, and the Trustee assumes no responsibility for their correctness.

Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.

IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly executed.

Dated: December___, 2005

CITIBANK, N.A., not in its individual capacity, but solely as Paying Agent

By:

Authorized Officer

CERTIFICATE OF AUTHENTICATION

This is one of the Certificates referred to in the within-mentioned Agreement.

CITIGROUP MORTGAGE LOAN TRUST
INC., MORTGAGE PASS THROUGH
CERTIFICATES, SERIES 2005-10

CITIBANK, N.A., not in its individual
capacity, but solely as Authenticating Agent

By:

Authorized Officer

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM	-	as tenants in common	UNIF GIFT MIN ACT - Custodian
TEN ENT	-	as tenants by the entireties	(Cust) (Minor) under Uniform Gifts to Minors Act
JT TEN	-	as joint tenants with right of survivorship and not as tenants in common		State

Additional abbreviations may also be used though not in the above list.

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

(Please print or typewrite name, address including postal zip code, and Taxpayer Identification Number of assignee) a Percentage Interest equal to ____% evidenced by the within Mortgage Pass-Through Certificates and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.

I (we) further direct the Trustee to issue a new Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Certificate to the following address:

.

Dated:

Signature by or on behalf of assignor

Signature Guaranteed

DISTRIBUTION INSTRUCTIONS

The assignee should include the following for purposes of distribution:

Distributions shall be made, by wire transfer or otherwise, in immediately available funds

to					,
for the account of					,
account number___________, or, if mailed by check, to					,
Applicable statements should be mailed to					,
					.

This information is provided by				,
the assignee named above, or				,
as its agent.

EXHIBIT A-17

FORM OF CLASS II-A1 CERTIFICATE

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).

Series 2005-10 Pass-Through Rate: Variable Cut-off Date and date of Pooling and Servicing Agreement: December 1, 2005 First Distribution Date: January 25, 2006 No. 1 Aggregate Certificate Principal Balance of the Class II-A1 Certificates as of the Issue Date: $17,742,000 Denomination: $17,742,000 Master Servicer: CitiMortgage, Inc. Trust Administrator: CitiMortgage, Inc. Certificate Registrar, Paying Agent and Authenticating Agent: Citibank, N.A. Trustee: U.S. Bank National Association Issue Date: December 30, 2005 CUSIP: 17307G V4 7

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS CERTIFICATE.

MORTGAGE PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting primarily of a pool of conventional one- to four-family, adjustable-rate and fixed-rate, first lien mortgage loans (the “Mortgage Loans”) formed and sold by

CITIGROUP MORTGAGE LOAN TRUST INC.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR, CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

This certifies that Cede & Co. is the registered owner of a Percentage Interest (obtained by dividing the denomination of this Certificate by the aggregate Certificate Principal Balance of the Class II-A1 Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class II-A1 Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any successor entity under the Agreement), the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee, a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.

Pursuant to the terms of the Agreement, distributions will be made on the 25^th day of each month or, if such 25^th day is not a Business Day, the Business Day immediately following (a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the Record Date, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of Class II-A1 Certificates on such Distribution Date pursuant to the Agreement.

All distributions to the Holder of this Certificate under the Agreement will be made or caused to be made by the Paying Agent by wire transfer in immediately available funds to the account of the Person entitled thereto if such Person shall have so notified the Paying Agent in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date or otherwise by check mailed by first class mail to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Paying Agent of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Paying Agent for that purpose as provided in the Agreement.

This Certificate is one of a duly authorized issue of Certificates designated as Mortgage Pass-Through Certificates of the Series specified on the face hereof (herein called the “Certificates”) and representing the Percentage Interest specified above in the Class of Certificates to which this Certificate belongs.

The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the Mortgage Loans.

The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the rights of the Certificateholders, under the Agreement at any time by the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee with the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.

As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Certificate Registrar as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.

The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates.

The Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and any agent of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee nor any such agent shall be affected by notice to the contrary.

The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment to the Certificateholders of all amounts held by the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan and REO Property remaining in the Trust Fund and (ii) the purchase by the party designated in the Agreement at a price determined as provided in the Agreement from the Trust Fund of all the Mortgage Loans and all property acquired in respect of such Mortgage Loans. The Agreement permits, but does not require, the party designated in the Agreement to purchase from the Trust Fund all the Mortgage Loans in the Collateral Pool relating to this Certificate and all property acquired in respect of any Mortgage Loan in such Collateral Pool at a price determined as provided in the Agreement. The exercise of such right will effect early retirement of the Certificates relating to such Collateral Pool; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Loans in such Collateral Pool at the time of purchase being less than 10% of the aggregate principal balance of the Mortgage Loans in such Collateral Pool as of the Cut-off Date.

The recitals contained herein shall be taken as statements of the Depositor, and the Trustee assumes no responsibility for their correctness.

Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.

IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly executed.

Dated: December___, 2005

CITIBANK, N.A., not in its individual capacity, but solely as Paying Agent

By:

Authorized Officer

CERTIFICATE OF AUTHENTICATION

This is one of the Certificates referred to in the within-mentioned Agreement.

CITIGROUP MORTGAGE LOAN TRUST
INC., MORTGAGE PASS THROUGH
CERTIFICATES, SERIES 2005-10

CITIBANK, N.A., not in its individual
capacity, but solely as Authenticating Agent

By:

Authorized Officer

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM	-	as tenants in common	UNIF GIFT MIN ACT - Custodian
TEN ENT	-	as tenants by the entireties	(Cust) (Minor) under Uniform Gifts to Minors Act
JT TEN	-	as joint tenants with right of survivorship and not as tenants in common		State

Additional abbreviations may also be used though not in the above list.

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

(Please print or typewrite name, address including postal zip code, and Taxpayer Identification Number of assignee) a Percentage Interest equal to ____% evidenced by the within Mortgage Pass-Through Certificates and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.

I (we) further direct the Trustee to issue a new Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Certificate to the following address:

.

Dated:

Signature by or on behalf of assignor

Signature Guaranteed

DISTRIBUTION INSTRUCTIONS

The assignee should include the following for purposes of distribution:

Distributions shall be made, by wire transfer or otherwise, in immediately available funds

to					,
for the account of					,
account number___________, or, if mailed by check, to					,
Applicable statements should be mailed to					,
					.

This information is provided by				,
the assignee named above, or				,
as its agent.

EXHIBIT A-18

FORM OF CLASS II-A2 CERTIFICATE

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).

Series 2005-10 Pass-Through Rate: Variable Cut-off Date and date of Pooling and Servicing Agreement: December 1, 2005 First Distribution Date: January 25, 2006 No. 1 Aggregate Notional Amount of the Class II-A2 Certificates as of the Issue Date: $74,616,000 Denomination: $74,616,000 Master Servicer: CitiMortgage, Inc. Trust Administrator: CitiMortgage, Inc. Certificate Registrar, Paying Agent and Authenticating Agent: Citibank, N.A. Trustee: U.S. Bank National Association Issue Date: December 30, 2005 CUSIP: 17307G V5 4

THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL VARY MONTHLY. ACCORDINGLY, THE OUTSTANDING NOTIONAL AMOUNT HEREOF AT ANY TIME MAY VARY FROM THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS CERTIFICATE.

MORTGAGE PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting primarily of a pool of conventional one- to four-family, adjustable-rate and fixed-rate, first lien mortgage loans (the “Mortgage Loans”) formed and sold by

CITIGROUP MORTGAGE LOAN TRUST INC.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR, CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

This certifies that Cede & Co. is the registered owner of a Percentage Interest (obtained by dividing the denomination of this Certificate by the aggregate Notional Amount of the Class II-A2 Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class II-A2 Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any successor entity under the Agreement), the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee, a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.

Pursuant to the terms of the Agreement, distributions will be made on the 25^th day of each month or, if such 25^th day is not a Business Day, the Business Day immediately following (a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the Record Date, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of Class II-A2 Certificates on such Distribution Date pursuant to the Agreement.

All distributions to the Holder of this Certificate under the Agreement will be made or caused to be made by the Paying Agent by wire transfer in immediately available funds to the account of the Person entitled thereto if such Person shall have so notified the Paying Agent in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date or otherwise by check mailed by first class mail to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Paying Agent of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Paying Agent for that purpose as provided in the Agreement.

This Certificate is one of a duly authorized issue of Certificates designated as Mortgage Pass-Through Certificates of the Series specified on the face hereof (herein called the “Certificates”) and representing the Percentage Interest specified above in the Class of Certificates to which this Certificate belongs.

The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the Mortgage Loans.

The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the rights of the Certificateholders, under the Agreement at any time by the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee with the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.

As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Certificate Registrar as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.

The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates.

The Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and any agent of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Trust

Administrator, Citibank, N.A., the Trustee nor any such agent shall be affected by notice to the contrary.

The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment to the Certificateholders of all amounts held by the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan and REO Property remaining in the Trust Fund and (ii) the purchase by the party designated in the Agreement at a price determined as provided in the Agreement from the Trust Fund of all the Mortgage Loans and all property acquired in respect of such Mortgage Loans. The Agreement permits, but does not require, the party designated in the Agreement to purchase from the Trust Fund all the Mortgage Loans in the Collateral Pool relating to this Certificate and all property acquired in respect of any Mortgage Loan in such Collateral Pool at a price determined as provided in the Agreement. The exercise of such right will effect early retirement of the Certificates relating to such Collateral Pool; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Loans in such Collateral Pool at the time of purchase being less than 10% of the aggregate principal balance of the Mortgage Loans in such Collateral Pool as of the Cut-off Date.

The recitals contained herein shall be taken as statements of the Depositor, and the Trustee assumes no responsibility for their correctness.

Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.

IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly executed.

Dated: December___, 2005

CITIBANK, N.A., not in its individual capacity, but solely as Paying Agent

By:

Authorized Officer

CERTIFICATE OF AUTHENTICATION

This is one of the Certificates referred to in the within-mentioned Agreement.

CITIGROUP MORTGAGE LOAN TRUST
INC., MORTGAGE PASS THROUGH
CERTIFICATES, SERIES 2005-10

CITIBANK, N.A., not in its individual
capacity, but solely as Authenticating Agent

By:

Authorized Officer

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM	-	as tenants in common	UNIF GIFT MIN ACT - Custodian
TEN ENT	-	as tenants by the entireties	(Cust) (Minor) under Uniform Gifts to Minors Act
JT TEN	-	as joint tenants with right of survivorship and not as tenants in common		State

Additional abbreviations may also be used though not in the above list.

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

(Please print or typewrite name, address including postal zip code, and Taxpayer Identification Number of assignee) a Percentage Interest equal to ____% evidenced by the within Mortgage Pass-Through Certificates and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.

I (we) further direct the Trustee to issue a new Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Certificate to the following address:

.

Dated:

Signature by or on behalf of assignor

Signature Guaranteed

DISTRIBUTION INSTRUCTIONS

The assignee should include the following for purposes of distribution:

Distributions shall be made, by wire transfer or otherwise, in immediately available funds

to					,
for the account of					,
account number___________, or, if mailed by check, to					,
Applicable statements should be mailed to					,
					.

This information is provided by				,
the assignee named above, or				,
as its agent.

EXHIBIT A-19

FORM OF CLASS II-B1 CERTIFICATE

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).

THIS CERTIFICATE IS SUBORDINATE TO THE GROUP I SENIOR CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

Series 2005-10 Pass-Through Rate: Variable Cut-off Date and date of Pooling and Servicing Agreement: December 1, 2005 First Distribution Date: January 25, 2006 No.1 Aggregate Certificate Principal Balance of the Class II-B1 Certificates as of the Issue Date: $515,000 Denomination: $515,000 Master Servicer: CitiMortgage, Inc. Trust Administrator: CitiMortgage, Inc. Certificate Registrar, Paying Agent and Authenticating Agent: Citibank, N.A. Trustee: U.S. Bank National Association Issue Date: December 30, 2005 CUSIP: 17307G V6 2

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS CERTIFICATE.

MORTGAGE PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting primarily of a pool of conventional one- to four-family, adjustable-rate and fixed-rate, first lien mortgage loans (the “Mortgage Loans”) formed and sold by

CITIGROUP MORTGAGE LOAN TRUST INC.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR, CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

This certifies that Cede & Co. is the registered owner of a Percentage Interest (obtained by dividing the denomination of this Certificate by the aggregate Certificate Principal Balance of the Class II-B1 Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class II-B1 Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any successor entity under the Agreement), the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee, a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.

Pursuant to the terms of the Agreement, distributions will be made on the 25^th day of each month or, if such 25^th day is not a Business Day, the Business Day immediately following (a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the Record Date, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of Class II-B1 Certificates on such Distribution Date pursuant to the Agreement.

All distributions to the Holder of this Certificate under the Agreement will be made or caused to be made by the Paying Agent by wire transfer in immediately available funds to the account of the Person entitled thereto if such Person shall have so notified the Paying

Agent in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date or otherwise by check mailed by first class mail to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Paying Agent of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Paying Agent for that purpose as provided in the Agreement.

This Certificate is one of a duly authorized issue of Certificates designated as Mortgage Pass-Through Certificates of the Series specified on the face hereof (herein called the “Certificates”) and representing the Percentage Interest specified above in the Class of Certificates to which this Certificate belongs.

The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the Mortgage Loans.

The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the rights of the Certificateholders, under the Agreement at any time by the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee with the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.

As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Certificate Registrar as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.

No transfer of this Certificate to a Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any Person using “Plan Assets” to acquire this Certificate shall be made except in accordance with Section 5.02(c) of the Agreement.

The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates.

The Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and any agent of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee nor any such agent shall be affected by notice to the contrary.

The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment to the Certificateholders of all amounts held by the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan and REO Property remaining in the Trust Fund and (ii) the purchase by the party designated in the Agreement at a price determined as provided in the Agreement from the Trust Fund of all the Mortgage Loans and all property acquired in respect of such Mortgage Loans. The Agreement permits, but does not require, the party designated in the Agreement to purchase from the Trust Fund all the Mortgage Loans in the Collateral Pool relating to this Certificate and all property acquired in respect of any Mortgage Loan in such Collateral Pool at a price determined as provided in the Agreement. The exercise of such right will effect early retirement of the Certificates relating to such Collateral Pool; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Loans in such Collateral Pool at the time of purchase being less than 10% of the aggregate principal balance of the Mortgage Loans in such Collateral Pool as of the Cut-off Date.

The recitals contained herein shall be taken as statements of the Depositor, and the Trustee assumes no responsibility for their correctness.

Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.

IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly executed.

Dated: December___, 2005

CITIBANK, N.A., not in its individual capacity, but solely as Paying Agent

By:

Authorized Officer

CERTIFICATE OF AUTHENTICATION

This is one of the Certificates referred to in the within-mentioned Agreement.

CITIGROUP MORTGAGE LOAN TRUST
INC., MORTGAGE PASS THROUGH
CERTIFICATES, SERIES 2005-10

CITIBANK, N.A., not in its individual
capacity, but solely as Authenticating Agent

By:

Authorized Officer

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM	-	as tenants in common	UNIF GIFT MIN ACT - Custodian
TEN ENT	-	as tenants by the entireties	(Cust) (Minor) under Uniform Gifts to Minors Act
JT TEN	-	as joint tenants with right of survivorship and not as tenants in common		State

Additional abbreviations may also be used though not in the above list.

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

(Please print or typewrite name, address including postal zip code, and Taxpayer Identification Number of assignee) a Percentage Interest equal to ____% evidenced by the within Mortgage Pass-Through Certificates and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.

I (we) further direct the Trustee to issue a new Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Certificate to the following address:

.

Dated:

Signature by or on behalf of assignor

Signature Guaranteed

DISTRIBUTION INSTRUCTIONS

The assignee should include the following for purposes of distribution:

Distributions shall be made, by wire transfer or otherwise, in immediately available funds

to					,
for the account of					,
account number___________, or, if mailed by check, to					,
Applicable statements should be mailed to					,
					.

This information is provided by				,
the assignee named above, or				,
as its agent.

EXHIBIT A-20

FORM OF CLASS II-B2 CERTIFICATE

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).

THIS CERTIFICATE IS SUBORDINATE TO THE GROUP II SENIOR CERTIFICATES AND THE CLASS II-B1 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

Series 2005-10 Pass-Through Rate: Variable Cut-off Date and date of Pooling and Servicing Agreement: December 1, 2005 First Distribution Date: January 25, 2006 No.1 Aggregate Certificate Principal Balance of the Class II-B2 Certificates as of the Issue Date: $234,000 Denomination: $234,000 Master Servicer: CitiMortgage, Inc. Trust Administrator: CitiMortgage, Inc. Certificate Registrar, Paying Agent and Authenticating Agent: Citibank, N.A. Trustee: U.S. Bank National Association Issue Date: December 30, 2005 CUSIP: 17307G V7 0

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS CERTIFICATE.

MORTGAGE PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting primarily of a pool of conventional one- to four-family, adjustable-rate and fixed-rate, first lien mortgage loans (the “Mortgage Loans”) formed and sold by

CITIGROUP MORTGAGE LOAN TRUST INC.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR, CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

This certifies that Cede & Co. is the registered owner of a Percentage Interest (obtained by dividing the denomination of this Certificate by the aggregate Certificate Principal Balance of the Class II-B2 Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class II-B2 Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any successor entity under the Agreement), the Master Servicer, Trust Administrator, Citibank, N.A. and the Trustee, a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.

Pursuant to the terms of the Agreement, distributions will be made on the 25^th day of each month or, if such 25^th day is not a Business Day, the Business Day immediately following (a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the Record Date, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of Class II-B2 Certificates on such Distribution Date pursuant to the Agreement.

All distributions to the Holder of this Certificate under the Agreement will be made or caused to be made by the Paying Agent by wire transfer in immediately available funds to the account of the Person entitled thereto if such Person shall have so notified the Paying

Agent in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date or otherwise by check mailed by first class mail to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Paying Agent of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Paying Agent for that purpose as provided in the Agreement.

This Certificate is one of a duly authorized issue of Certificates designated as Mortgage Pass-Through Certificates of the Series specified on the face hereof (herein called the “Certificates”) and representing the Percentage Interest specified above in the Class of Certificates to which this Certificate belongs.

The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the Mortgage Loans.

The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the rights of the Certificateholders, under the Agreement at any time by the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee with the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.

As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Certificate Registrar as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.

No transfer of this Certificate to a Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any Person using “Plan Assets” to acquire this Certificate shall be made except in accordance with Section 5.02(c) of the Agreement.

The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates.

The Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and any agent of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee nor any such agent shall be affected by notice to the contrary.

The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment to the Certificateholders of all amounts held by the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan and REO Property remaining in the Trust Fund and (ii) the purchase by the party designated in the Agreement at a price determined as provided in the Agreement from the Trust Fund of all the Mortgage Loans and all property acquired in respect of such Mortgage Loans. The Agreement permits, but does not require, the party designated in the Agreement to purchase from the Trust Fund all the Mortgage Loans in the Collateral Pool relating to this Certificate and all property acquired in respect of any Mortgage Loan in such Collateral Pool at a price determined as provided in the Agreement. The exercise of such right will effect early retirement of the Certificates relating to such Collateral Pool; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Loans in such Collateral Pool at the time of purchase being less than 10% of the aggregate principal balance of the Mortgage Loans in such Collateral Pool as of the Cut-off Date.

The recitals contained herein shall be taken as statements of the Depositor, and the Trustee assumes no responsibility for their correctness.

Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.

IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly executed.

Dated: December___, 2005

CITIBANK, N.A., not in its individual capacity, but solely as Paying Agent

By:

Authorized Officer

CERTIFICATE OF AUTHENTICATION

This is one of the Certificates referred to in the within-mentioned Agreement.

CITIGROUP MORTGAGE LOAN TRUST
INC., MORTGAGE PASS THROUGH
CERTIFICATES, SERIES 2005-10

CITIBANK, N.A., not in its individual
capacity, but solely as Authenticating Agent

By:

Authorized Officer

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM	-	as tenants in common	UNIF GIFT MIN ACT - Custodian
TEN ENT	-	as tenants by the entireties	(Cust) (Minor) under Uniform Gifts to Minors Act
JT TEN	-	as joint tenants with right of survivorship and not as tenants in common		State

Additional abbreviations may also be used though not in the above list.

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

(Please print or typewrite name, address including postal zip code, and Taxpayer Identification Number of assignee) a Percentage Interest equal to ____% evidenced by the within Mortgage Pass-Through Certificates and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.

I (we) further direct the Trustee to issue a new Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Certificate to the following address:

.

Dated:

Signature by or on behalf of assignor

Signature Guaranteed

DISTRIBUTION INSTRUCTIONS

The assignee should include the following for purposes of distribution:

Distributions shall be made, by wire transfer or otherwise, in immediately available funds

to					,
for the account of					,
account number___________, or, if mailed by check, to					,
Applicable statements should be mailed to					,
					.

This information is provided by				,
the assignee named above, or				,
as its agent.

EXHIBIT A-21

FORM OF CLASS II-B3 CERTIFICATE

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).

THIS CERTIFICATE IS SUBORDINATE TO THE GROUP II SENIOR CERTIFICATES, THE CLASS II-B1 CERTIFICATES AND THE CLASS II-B2 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

Series 2005-10 Pass-Through Rate: Variable Cut-off Date and date of Pooling and Servicing Agreement: December 1, 2005 First Distribution Date: January 25, 2006 No.1 Aggregate Certificate Principal Balance of the Class II-B3 Certificates as of the Issue Date: $234,000 Denomination: $234,000 Master Servicer: CitiMortgage, Inc. Trust Administrator: CitiMortgage, Inc. Certificate Registrar, Paying Agent and Authenticating Agent: Citibank, N.A. Trustee: U.S. Bank National Association Issue Date: December 30, 2005 CUSIP: 17307G V8 8

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS CERTIFICATE.

MORTGAGE PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting primarily of a pool of conventional one- to four-family, adjustable-rate and fixed-rate, first lien mortgage loans (the “Mortgage Loans”) formed and sold by

CITIGROUP MORTGAGE LOAN TRUST INC.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR, CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

This certifies that Cede & Co. is the registered owner of a Percentage Interest (obtained by dividing the denomination of this Certificate by the aggregate Certificate Principal Balance of the Class II-B3 Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class II-B3 Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any successor entity under the Agreement), the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee, a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.

Pursuant to the terms of the Agreement, distributions will be made on the 25^th day of each month or, if such 25^th day is not a Business Day, the Business Day immediately following (a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the Record Date, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of Class II-B3 Certificates on such Distribution Date pursuant to the Agreement.

All distributions to the Holder of this Certificate under the Agreement will be made or caused to be made by the Paying Agent by wire transfer in immediately available funds to the account of the Person entitled thereto if such Person shall have so notified the Paying

Agent in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date or otherwise by check mailed by first class mail to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Paying Agent of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Paying Agent for that purpose as provided in the Agreement.

This Certificate is one of a duly authorized issue of Certificates designated as Mortgage Pass-Through Certificates of the Series specified on the face hereof (herein called the “Certificates”) and representing the Percentage Interest specified above in the Class of Certificates to which this Certificate belongs.

The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the Mortgage Loans.

The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the rights of the Certificateholders, under the Agreement at any time by the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee with the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.

As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Certificate Registrar as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.

No transfer of this Certificate to a Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any Person using “Plan Assets” to acquire this Certificate shall be made except in accordance with Section 5.02(c) of the Agreement.

The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates.

The Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and any agent of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee nor any such agent shall be affected by notice to the contrary.

The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment to the Certificateholders of all amounts held by the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan and REO Property remaining in the Trust Fund and (ii) the purchase by the party designated in the Agreement at a price determined as provided in the Agreement from the Trust Fund of all the Mortgage Loans and all property acquired in respect of such Mortgage Loans. The Agreement permits, but does not require, the party designated in the Agreement to purchase from the Trust Fund all the Mortgage Loans in the Collateral Pool relating to this Certificate and all property acquired in respect of any Mortgage Loan in such Collateral Pool at a price determined as provided in the Agreement. The exercise of such right will effect early retirement of the Certificates relating to such Collateral Pool; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Loans in such Collateral Pool at the time of purchase being less than 10% of the aggregate principal balance of the Mortgage Loans in such Collateral Pool as of the Cut-off Date.

The recitals contained herein shall be taken as statements of the Depositor, and the Trustee assumes no responsibility for their correctness.

Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.

IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly executed.

Dated: December___, 2005

CITIBANK, N.A., not in its individual capacity, but solely as Paying Agent

By:

Authorized Officer

CERTIFICATE OF AUTHENTICATION

This is one of the Certificates referred to in the within-mentioned Agreement.

CITIGROUP MORTGAGE LOAN TRUST
INC., MORTGAGE PASS THROUGH
CERTIFICATES, SERIES 2005-10

CITIBANK, N.A., not in its individual
capacity, but solely as Authenticating Agent

By:

Authorized Officer

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM	-	as tenants in common	UNIF GIFT MIN ACT - Custodian
TEN ENT	-	as tenants by the entireties	(Cust) (Minor) under Uniform Gifts to Minors Act
JT TEN	-	as joint tenants with right of survivorship and not as tenants in common		State

Additional abbreviations may also be used though not in the above list.

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

(Please print or typewrite name, address including postal zip code, and Taxpayer Identification Number of assignee) a Percentage Interest equal to ____% evidenced by the within Mortgage Pass-Through Certificates and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.

I (we) further direct the Trustee to issue a new Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Certificate to the following address:

.

Dated:

Signature by or on behalf of assignor

Signature Guaranteed

DISTRIBUTION INSTRUCTIONS

The assignee should include the following for purposes of distribution:

Distributions shall be made, by wire transfer or otherwise, in immediately available funds

to					,
for the account of					,
account number___________, or, if mailed by check, to					,
Applicable statements should be mailed to					,
					.

This information is provided by				,
the assignee named above, or				,
as its agent.

EXHIBIT A-22

FORM OF CLASS II-B4 CERTIFICATE

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).

THIS CERTIFICATE IS SUBORDINATE TO THE GROUP II SENIOR CERTIFICATES, THE GROUP II-B1 CERTIFICATES, THE GROUP II-B3 CERTIFICATES AND THE GROUP II-B3 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

Series 2005-10 Pass-Through Rate: Variable Cut-off Date and date of Pooling and Servicing Agreement: December 1, 2005 First Distribution Date: January 25, 2006 No. 1 Aggregate Certificate Principal Balance of the Class II-B4 Certificates as of the Issue Date: $94,000 Denomination: $94,000 Master Servicer: CitiMortgage, Inc. Trust Administrator: CitiMortgage, Inc. Certificate Registrar, Paying Agent and Authenticating Agent: Citibank, N.A. Trustee: U.S. Bank National Association Issue Date: December 30, 2005 CUSIP: 17307G V9 6

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS CERTIFICATE.

MORTGAGE PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting primarily of a pool of conventional one- to four-family, adjustable-rate and fixed-rate, first lien mortgage loans (the “Mortgage Loans”) formed and sold by

CITIGROUP MORTGAGE LOAN TRUST INC.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR, CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

This certifies that Cede & Co. is the registered owner of a Percentage Interest (obtained by dividing the denomination of this Certificate by the aggregate Certificate Principal Balance of the Class II-B4 Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class II-B4 Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any successor entity under the Agreement), the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee, a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.

Pursuant to the terms of the Agreement, distributions will be made on the 25^th day of each month or, if such 25^th day is not a Business Day, the Business Day immediately following (a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the Record Date, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of Class II-B4 Certificates on such Distribution Date pursuant to the Agreement.

All distributions to the Holder of this Certificate under the Agreement will be made or caused to be made by the Paying Agent by wire transfer in immediately available funds to the account of the Person entitled thereto if such Person shall have so notified the Paying Agent in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date or otherwise by check mailed by first class mail to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Paying Agent of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Paying Agent for that purpose as provided in the Agreement.

This Certificate is one of a duly authorized issue of Certificates designated as Mortgage Pass-Through Certificates of the Series specified on the face hereof (herein called the “Certificates”) and representing the Percentage Interest specified above in the Class of Certificates to which this Certificate belongs.

The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the Mortgage Loans.

The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee, and the rights of the Certificateholders, under the Agreement at any time by the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee with the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.

As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Certificate Registrar as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.

The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are

exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates.

The Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and any agent of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee, nor any such agent shall be affected by notice to the contrary.

The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment to the Certificateholders of all amounts held by the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan and REO Property remaining in the Trust Fund and (ii) the purchase by the party designated in the Agreement at a price determined as provided in the Agreement from the Trust Fund of all the Mortgage Loans and all property acquired in respect of such Mortgage Loans. The Agreement permits, but does not require, the party designated in the Agreement to purchase from the Trust Fund all the Mortgage Loans in the Collateral Pool relating to this Certificate and all property acquired in respect of any Mortgage Loan in such Collateral Pool at a price determined as provided in the Agreement. The exercise of such right will effect early retirement of the Certificates relating to such Collateral Pool; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Loans in such Collateral Pool at the time of purchase being less than 10% of the aggregate principal balance of the Mortgage Loans in such Collateral Pool as of the Cut-off Date.

No transfer of this Certificate shall be made unless the transfer is made to a “qualified institutional buyer” as defined under Rule 144A under the Securities Act of 1933, as amended (the “1933 Act”), in a transaction that is exempt from the registration requirements of the 1933 Act and that does not require registration or qualification under applicable state securities laws. In the event that a transfer of this Certificate is to be made, the Certificate Registrar shall require receipt of written certifications from the Holder of the Certificate desiring to effect the transfer, and from such Holder's prospective transferee, substantially in the forms attached to the Agreement as Exhibit F-1. None of the Depositor or the Trustee is obligated to register or qualify the Class of Certificates specified on the face hereof under the 1933 Act or any other securities law or to take any action not otherwise required under the Agreement to permit the transfer of such Certificates without registration or qualification. Any Holder desiring to effect a transfer of this Certificate shall be required to indemnify the Trustee, the Depositor, the Trust Administrator, the Certificate Registrar, the Paying Agent, the Authenticating Agent and the Master Servicer against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.

No transfer of this Certificate to a Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any person using Plan Assets to acquire this Certificate shall be made except in accordance with Section 5.02(c) of the Agreement.

The recitals contained herein shall be taken as statements of the Depositor, and the Trustee assumes no responsibility for their correctness.

Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.

IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly executed.

Dated: December___, 2005

CITIBANK, N.A., not in its individual capacity, but solely as Paying Agent

By:

Authorized Officer

CERTIFICATE OF AUTHENTICATION

This is one of the Certificates referred to in the within-mentioned Agreement.

CITIGROUP MORTGAGE LOAN TRUST
INC., MORTGAGE PASS THROUGH
CERTIFICATES, SERIES 2005-10

CITIBANK, N.A., not in its individual
capacity, but solely as Authenticating Agent

By:

Authorized Officer

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM	-	as tenants in common	UNIF GIFT MIN ACT - Custodian
TEN ENT	-	as tenants by the entireties	(Cust) (Minor) under Uniform Gifts to Minors Act
JT TEN	-	as joint tenants with right of survivorship and not as tenants in common		State

Additional abbreviations may also be used though not in the above list.

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

(Please print or typewrite name, address including postal zip code, and Taxpayer Identification Number of assignee) a Percentage Interest equal to ____% evidenced by the within Mortgage Pass-Through Certificates and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.

I (we) further direct the Trustee to issue a new Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Certificate to the following address:

.

Dated:

Signature by or on behalf of assignor

Signature Guaranteed

DISTRIBUTION INSTRUCTIONS

The assignee should include the following for purposes of distribution:

Distributions shall be made, by wire transfer or otherwise, in immediately available funds

to					,
for the account of					,
account number___________, or, if mailed by check, to					,
Applicable statements should be mailed to					,
					.

This information is provided by				,
the assignee named above, or				,
as its agent.

EXHIBIT A-23

FORM OF CLASS II-B5 CERTIFICATE

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).

THIS CERTIFICATE IS SUBORDINATE TO THE GROUP II SENIOR CERTIFICATES, THE GROUP II-B1 CERTIFICATES, THE GROUP II-B2 CERTIFICATES, THE GROUP II-B3 CERTIFICATES AND THE GROUP II-B4 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

Series 2005-10 Pass-Through Rate: Variable Cut-off Date and date of Pooling and Servicing Agreement: December 1, 2005 First Distribution Date: January 25, 2006 No. 1 Aggregate Certificate Principal Balance of the Class II-B5 Certificates as of the Issue Date: $141,000 Denomination: $141,000 Master Servicer: CitiMortgage, Inc. Trust Administrator: CitiMortgage, Inc. Certificate Registrar, Paying Agent and Authenticating Agent: Citibank, N.A. Trustee: U.S. Bank National Association Issue Date: December 30, 2005 CUSIP: 17307G W2 0

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS CERTIFICATE.

MORTGAGE PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting primarily of a pool of conventional one- to four-family, adjustable-rate and fixed-rate, first lien mortgage loans (the “Mortgage Loans”) formed and sold by

CITIGROUP MORTGAGE LOAN TRUST INC.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR, CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

This certifies that Cede & Co. is the registered owner of a Percentage Interest (obtained by dividing the denomination of this Certificate by the aggregate Certificate Principal Balance of the Class II-B5 Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class II-B5 Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any successor entity under the Agreement), the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee, a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.

Pursuant to the terms of the Agreement, distributions will be made on the 25^th day of each month or, if such 25^th day is not a Business Day, the Business Day immediately following (a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the Record Date, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of Class II-B5 Certificates on such Distribution Date pursuant to the Agreement.

All distributions to the Holder of this Certificate under the Agreement will be made or caused to be made by the Paying Agent by wire transfer in immediately available funds

to the account of the Person entitled thereto if such Person shall have so notified the Paying Agent in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date or otherwise by check mailed by first class mail to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Paying Agent of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Paying Agent for that purpose as provided in the Agreement.

This Certificate is one of a duly authorized issue of Certificates designated as Mortgage Pass-Through Certificates of the Series specified on the face hereof (herein called the “Certificates”) and representing the Percentage Interest specified above in the Class of Certificates to which this Certificate belongs.

The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the Mortgage Loans.

The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee, and the rights of the Certificateholders, under the Agreement at any time by the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., and the Trustee with the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.

As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Certificate Registrar as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.

The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No

service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates.

The Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and any agent of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee nor any such agent shall be affected by notice to the contrary.

The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment to the Certificateholders of all amounts held by the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan and REO Property remaining in the Trust Fund and (ii) the purchase by the party designated in the Agreement at a price determined as provided in the Agreement from the Trust Fund of all the Mortgage Loans and all property acquired in respect of such Mortgage Loans. The Agreement permits, but does not require, the party designated in the Agreement to purchase from the Trust Fund all the Mortgage Loans in the Collateral Pool relating to this Certificate and all property acquired in respect of any Mortgage Loan in such Collateral Pool at a price determined as provided in the Agreement. The exercise of such right will effect early retirement of the Certificates relating to such Collateral Pool; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Loans in such Collateral Pool at the time of purchase being less than 10% of the aggregate principal balance of the Mortgage Loans in such Collateral Pool as of the Cut-off Date.

No transfer of this Certificate shall be made unless the transfer is made to a “qualified institutional buyer” as defined under Rule 144A under the Securities Act of 1933, as amended (the “1933 Act”), in a transaction that is exempt from the registration requirements of the 1933 Act and that does not require registration or qualification under applicable state securities laws. In the event that a transfer of this Certificate is to be made, the Certificate Registrar shall require receipt of written certifications from the Holder of the Certificate desiring to effect the transfer, and from such Holder's prospective transferee, substantially in the forms attached to the Agreement as Exhibit F-1. None of the Depositor or the Trustee is obligated to register or qualify the Class of Certificates specified on the face hereof under the 1933 Act or any other securities law or to take any action not otherwise required under the Agreement to permit the transfer of such Certificates without registration or qualification. Any Holder desiring to effect a transfer of this Certificate shall be required to indemnify the Trustee, the Depositor, the Trust Administrator, the Certificate Registrar, the Paying Agent, the Authenticating Agent and the Master Servicer against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.

No transfer of this Certificate to a Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any person using

Plan Assets to acquire this Certificate shall be made except in accordance with Section 5.02(c) of the Agreement.

The recitals contained herein shall be taken as statements of the Depositor, and the Trustee assumes no responsibility for their correctness.

Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.

IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly executed.

Dated: December___, 2005

CITIBANK, N.A., not in its individual capacity, but solely as Paying Agent

By:

Authorized Officer

CERTIFICATE OF AUTHENTICATION

This is one of the Certificates referred to in the within-mentioned Agreement.

CITIGROUP MORTGAGE LOAN TRUST
INC., MORTGAGE PASS THROUGH
CERTIFICATES, SERIES 2005-10

CITIBANK, N.A., not in its individual
capacity, but solely as Authenticating Agent

By:

Authorized Officer

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM	-	as tenants in common	UNIF GIFT MIN ACT - Custodian
TEN ENT	-	as tenants by the entireties	(Cust) (Minor) under Uniform Gifts to Minors Act
JT TEN	-	as joint tenants with right of survivorship and not as tenants in common		State

Additional abbreviations may also be used though not in the above list.

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

(Please print or typewrite name, address including postal zip code, and Taxpayer Identification Number of assignee) a Percentage Interest equal to ____% evidenced by the within Mortgage Pass-Through Certificates and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.

I (we) further direct the Trustee to issue a new Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Certificate to the following address:

.

Dated:

Signature by or on behalf of assignor

Signature Guaranteed

DISTRIBUTION INSTRUCTIONS

The assignee should include the following for purposes of distribution:

Distributions shall be made, by wire transfer or otherwise, in immediately available funds

to					,
for the account of					,
account number___________, or, if mailed by check, to					,
Applicable statements should be mailed to					,
					.

This information is provided by				,
the assignee named above, or				,
as its agent.

EXHIBIT A-24

FORM OF CLASS II-B6 CERTIFICATE

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).

THIS CERTIFICATE IS SUBORDINATE TO THE GROUP II SENIOR CERTIFICATES, THE GROUP II-B1 CERTIFICATES, THE GROUP II-B2 CERTIFICATES, THE GROUP II-B3 CERTIFICATES, THE GROUP II-B4 CERTIFICATES AND THE GROUP II-B5 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

Series 2005-10 Pass-Through Rate: Variable Cut-off Date and date of Pooling and Servicing Agreement: December 1, 2005 First Distribution Date: January 25, 2006 No. 1 Aggregate Certificate Principal Balance of the Class II-B6 Certificates as of the Issue Date: $93,116 Denomination: $93,116 Master Servicer: CitiMortgage, Inc. Trust Administrator: CitiMortgage, Inc. Certificate Registrar, Paying Agent and Authenticating Agent: Citibank, N.A. Trustee: U.S. Bank National Association Issue Date: December 30, 2005 CUSIP: 17307G W3 8

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS CERTIFICATE.

MORTGAGE PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting primarily of a pool of conventional one- to four-family, adjustable-rate and fixed-rate, first lien mortgage loans (the “Mortgage Loans”) formed and sold by

CITIGROUP MORTGAGE LOAN TRUST INC.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR, CITIBANK, N.A. THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

This certifies that Cede & Co. is the registered owner of a Percentage Interest (obtained by dividing the denomination of this Certificate by the aggregate Certificate Principal Balance of the Class II-B6 Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class II-B6 Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any successor entity under the Agreement), the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee, a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.

Pursuant to the terms of the Agreement, distributions will be made on the 25^th day of each month or, if such 25^th day is not a Business Day, the Business Day immediately following (a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the Record Date, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of Class II-B6 Certificates on such Distribution Date pursuant to the Agreement.

All distributions to the Holder of this Certificate under the Agreement will be made or caused to be made by the Paying Agent by wire transfer in immediately available funds to the account of the Person entitled thereto if such Person shall have so notified the Paying Agent in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date or otherwise by check mailed by first class mail to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Paying Agent of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Paying Agent for that purpose as provided in the Agreement.

This Certificate is one of a duly authorized issue of Certificates designated as Mortgage Pass-Through Certificates of the Series specified on the face hereof (herein called the “Certificates”) and representing the Percentage Interest specified above in the Class of Certificates to which this certificate belongs.

The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the Mortgage Loans.

The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee, and the rights of the Certificateholders, under the Agreement at any time by the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., and the Trustee with the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.

As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Certificate Registrar as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.

The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are

exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates.

The Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and any agent of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee nor any such agent shall be affected by notice to the contrary.

The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment to the Certificateholders of all amounts held by the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan and REO Property remaining in the Trust Fund and (ii) the purchase by the party designated in the Agreement at a price determined as provided in the Agreement from the Trust Fund of all the Mortgage Loans and all property acquired in respect of such Mortgage Loans. The Agreement permits, but does not require, the party designated in the Agreement to purchase from the Trust Fund all the Mortgage Loans in the Collateral Pool relating to this Certificate and all property acquired in respect of any Mortgage Loan in such Collateral Pool at a price determined as provided in the Agreement. The exercise of such right will effect early retirement of the Certificates relating to such Collateral Pool; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Loans in such Collateral Pool at the time of purchase being less than 10% of the aggregate principal balance of the Mortgage Loans in such Collateral Pool as of the Cut-off Date.

No transfer of this Certificate shall be made unless the transfer is made to a “qualified institutional buyer” as defined under Rule 144A under the Securities Act of 1933, as amended (the “1933 Act”), in a transaction that is exempt from the registration requirements of the 1933 Act and that does not require registration or qualification under applicable state securities laws. In the event that a transfer of this Certificate is to be made, the Certificate Registrar shall require receipt of written certifications from the Holder of the Certificate desiring to effect the transfer, and from such Holder's prospective transferee, substantially in the forms attached to the Agreement as Exhibit F-1. None of the Depositor or the Trustee is obligated to register or qualify the Class of Certificates specified on the face hereof under the 1933 Act or any other securities law or to take any action not otherwise required under the Agreement to permit the transfer of such Certificates without registration or qualification. Any Holder desiring to effect a transfer of this Certificate shall be required to indemnify the Trustee, the Depositor, the Trust Administrator, the Certificate Registrar, the Paying Agent, the Authenticating Agent and the Master Servicer against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.

No transfer of this Certificate to a Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any person using Plan Assets to acquire this Certificate shall be made except in accordance with Section 5.02(c) of the Agreement.

The recitals contained herein shall be taken as statements of the Depositor, and the Trustee assumes no responsibility for their correctness.

Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.

IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly executed.

Dated: December___, 2005

CITIBANK, N.A., not in its individual capacity, but solely as Paying Agent

By:

Authorized Officer

CERTIFICATE OF AUTHENTICATION

This is one of the Certificates referred to in the within-mentioned Agreement.

CITIGROUP MORTGAGE LOAN TRUST
INC., MORTGAGE PASS THROUGH
CERTIFICATES, SERIES 2005-10

CITIBANK, N.A., not in its individual
capacity, but solely as Authenticating Agent

By:

Authorized Officer

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM	-	as tenants in common	UNIF GIFT MIN ACT - Custodian
TEN ENT	-	as tenants by the entireties	(Cust) (Minor) under Uniform Gifts to Minors Act
JT TEN	-	as joint tenants with right of survivorship and not as tenants in common		State

Additional abbreviations may also be used though not in the above list.

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

(Please print or typewrite name, address including postal zip code, and Taxpayer Identification Number of assignee) a Percentage Interest equal to ____% evidenced by the within Mortgage Pass-Through Certificates and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.

I (we) further direct the Trustee to issue a new Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Certificate to the following address:

.

Dated:

Signature by or on behalf of assignor

Signature Guaranteed

DISTRIBUTION INSTRUCTIONS

The assignee should include the following for purposes of distribution:

Distributions shall be made, by wire transfer or otherwise, in immediately available funds

to					,
for the account of					,
account number___________, or, if mailed by check, to					,
Applicable statements should be mailed to					,
					.

This information is provided by				,
the assignee named above, or				,
as its agent.

EXHIBIT A-25

FORM OF CLASS II-R CERTIFICATE

THIS CERTIFICATE MAY NOT BE TRANSFERRED TO A NON-UNITED STATES PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (“REMIC”), AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).

ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OTHER CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN.

ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES (I) AN AFFIDAVIT TO THE TRUSTEE THAT (A) SUCH TRANSFEREE IS NOT (1) THE UNITED STATES OR ANY POSSESSION THEREOF, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING, (2) ANY ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN SECTION 521 OF THE CODE) THAT IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE, (3) ANY ORGANIZATION DESCRIBED IN SECTION 1381(A)(2)(C) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (1), (2) OR (3) SHALL HEREINAFTER BE REFERRED TO AS A “DISQUALIFIED ORGANIZATION”) OR (4) AN AGENT OF A DISQUALIFIED ORGANIZATION AND (B) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX, AND (II) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OF ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A

DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE HEREOF SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH AND THE PROVISIONS OF SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. ANY PERSON THAT IS A DISQUALIFIED ORGANIZATION IS PROHIBITED FROM ACQUIRING BENEFICIAL OWNERSHIP OF THIS CERTIFICATE.

Series 2005-10 Pass-Through Rate: Variable Cut-off Date and date of Pooling and Servicing Agreement: December 1, 2005 First Distribution Date: January 25, 2006 No.1 Aggregate Certificate Principal Balance of the Class II-R Certificates as of the Issue Date: $100.13 Denomination: $100.13 Master Servicer: CitiMortgage, Inc. Trust Administrator: CitiMortgage, Inc. Certificate Registrar, Paying Agent and Authenticating Agent: Citibank, N.A. Trustee: U.S. Bank National Association Issue Date: December 30, 2005 CUSIP: 17307G W4 6

MORTGAGE PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting primarily of a pool of conventional one- to four-family, adjustable-rate and fixed-rate, first lien mortgage loans (the “Mortgage Loans”) formed and sold by

CITIGROUP MORTGAGE LOAN TRUST INC.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINSITRATOR, CITIBANK, N.A. OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

This certifies that Citigroup Global Markets, Inc. is the registered owner of the Percentage Interest evidenced by this Certificate specified above in that certain beneficial ownership interest evidenced by all the Class II-R Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any successor entity under the Agreement), the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee, a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.

Pursuant to the terms of the Agreement, distributions will be made on the 25^th day of each month or, if such 25^th day is not a Business Day, the Business Day immediately following (a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the Record Date, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of Class II-R Certificates on such Distribution Date pursuant to the Agreement.

All distributions to the Holder of this Certificate under the Agreement will be made or caused to be made by the Paying Agent by wire transfer in immediately available funds to the account of the Person entitled thereto if such Person shall have so notified the Paying Agent in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date or otherwise by check mailed by first class mail to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Paying Agent of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Paying Agent for that purpose as provided in the Agreement.

This Certificate is one of a duly authorized issue of Certificates designated as Mortgage Pass-Through Certificates of the Series specified on the face hereof (herein called the “Certificates”) and representing the Percentage Interest specified above in the Class of Certificates to which this Certificate belongs.

The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the Mortgage Loans.

The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee and the rights of the Certificateholders, under the Agreement at any time by the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee with the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.

As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Certificate Registrar as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.

No transfer of this Certificate to a Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any Person using “Plan Assets” to acquire this Certificate shall be made except in accordance with Section 5.02(c) of the Agreement.

The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates.

Prior to registration of any transfer, sale or other disposition of this Certificate, the proposed transferee shall provide to the Certificate Registrar (i) an affidavit to the effect that such transferee is any Person other than a Disqualified Organization or the agent (including a broker, nominee or middleman) of a Disqualified Organization, and (ii) a certificate that acknowledges that (A) the Class R Certificates have been designated as a residual interest in a REMIC, (B) it will include in its income a pro rata share of the net income of the Trust Fund and that such income may be an “excess inclusion,” as defined in the Code, that, with certain exceptions, cannot be offset by other losses or benefits from any tax exemption, and (C) it expects to have the financial means to satisfy all of its tax obligations including those relating to holding the Class R Certificates. Notwithstanding the registration in the Certificate Register of any transfer, sale or other disposition of this Certificate to a Disqualified Organization or an agent (including a broker, nominee or middleman) of a Disqualified Organization, such registration shall be deemed to be of no legal force or effect whatsoever and such Person shall not be deemed to be a Certificateholder for any purpose, including, but not limited to, the receipt of distributions in respect of this Certificate.

The Holder of this Certificate, by its acceptance hereof, shall be deemed to have consented to the provisions of Section 5.02 of the Agreement and to any amendment of the Agreement deemed necessary by counsel of the Depositor to ensure that the transfer of this Certificate to any Person other than a Permitted Transferee or any other Person will not cause any Trust Fund to cease to qualify as a REMIC or cause the imposition of a tax upon the REMIC.

The Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and any agent of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee, nor any such agent shall be affected by notice to the contrary.

The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment to the Certificateholders of all amounts held by the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan and REO Property remaining in the Trust Fund and (ii) the purchase by the party designated in the Agreement at a price determined as provided in the Agreement from the Trust Fund of all the Mortgage Loans and all property acquired in respect of such Mortgage Loans. The Agreement permits, but does not require, the party designated in the Agreement to purchase from the Trust Fund all the Mortgage Loans in the Collateral Pool relating to this Certificate and all property acquired in respect of any Mortgage Loan in such Collateral Pool at a price determined as provided in the Agreement. The exercise of such right will effect early retirement of the Certificates relating to such Collateral Pool; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Loans in such Collateral Pool at the time of purchase being less than 10% of the aggregate principal balance of the Mortgage Loans in such Collateral Pool as of the Cut-off Date.

The recitals contained herein shall be taken as statements of the Depositor, and the Trustee assumes no responsibility for their correctness.

Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.

IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly executed.

Dated: December___, 2005

CITIBANK, N.A., not in its individual capacity, but solely as Paying Agent

By:

Authorized Officer

CERTIFICATE OF AUTHENTICATION

This is one of the Certificates referred to in the within-mentioned Agreement.

CITIGROUP MORTGAGE LOAN TRUST
INC., MORTGAGE PASS THROUGH
CERTIFICATES, SERIES 2005-10

CITIBANK, N.A., not in its individual
capacity, but solely as Authenticating Agent

By:

Authorized Officer

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM	-	as tenants in common	UNIF GIFT MIN ACT - Custodian
TEN ENT	-	as tenants by the entireties	(Cust) (Minor) under Uniform Gifts to Minors Act
JT TEN	-	as joint tenants with right of survivorship and not as tenants in common		State

Additional abbreviations may also be used though not in the above list.

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

(Please print or typewrite name, address including postal zip code, and Taxpayer Identification Number of assignee) a Percentage Interest equal to ____% evidenced by the within Mortgage Pass-Through Certificates and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.

I (we) further direct the Trustee to issue a new Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Certificate to the following address:

.

Dated:

Signature by or on behalf of assignor

Signature Guaranteed

DISTRIBUTION INSTRUCTIONS

The assignee should include the following for purposes of distribution:

Distributions shall be made, by wire transfer or otherwise, in immediately available funds

to					,
for the account of					,
account number___________, or, if mailed by check, to					,
Applicable statements should be mailed to					,
					.

This information is provided by				,
the assignee named above, or				,
as its agent.

EXHIBIT B

[Reserved]

EXHIBIT C

[Reserved]

EXHIBIT D

FORM OF MORTGAGE LOAN PURCHASE AGREEMENT

MORTGAGE LOAN PURCHASE AGREEMENT

This is a Mortgage Loan Purchase Agreement (the “Agreement”), dated December 28, 2005, between Citigroup Mortgage Loan Trust Inc., a Delaware corporation (the “Purchaser”) and Citigroup Global Markets Realty Corp., a New York corporation (the “Seller”).

Preliminary Statement

The Seller intends to sell the Mortgage Loans (as hereinafter defined) to the Purchaser on the terms and subject to the conditions set forth in this Agreement. The Purchaser intends to deposit the Mortgage Loans into a mortgage pool comprising the trust fund. The trust fund will be evidenced by a single series of mortgage pass-through certificates designated as Series 2005-10 (the “Certificates”). The Certificates will consist of forty one classes of certificates. The Certificates will be issued pursuant to a Pooling and Servicing Agreement, dated as of December 1, 2005 (the “Pooling and Servicing Agreement”), among the Purchaser as depositor, CitiMortgage, Inc. as master servicer (in such capacity, the “Master Servicer”) and as trust administrator (in such capacity, the “Trust Administrator”) Citibank, N.A. as paying agent, certificate registrar and authenticating agent and U.S. Bank Trust National Association as trustee (the “Trustee”). Capitalized terms used but not defined herein shall have the meanings set forth in the Pooling and Servicing Agreement.

The parties hereto agree as follows:

Section 1. Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, on or before December 30, 2005 (the “Closing Date”), certain adjustable-rate, conventional residential mortgage loans (the “Mortgage Loans”) originated by Countrywide Home Loans, Inc. (“Countrywide”), GreenPoint Mortgage Funding, Inc. (“GreenPoint”), National City Mortgage Co. (“National City”), Quicken Loans Inc. (“Quicken”), Xxxxx Fargo Bank, N.A. (“Xxxxx Fargo”), Washington Mutual Bank (“WAMU”), PHH Mortgage Corporation (“PHH”, each, an “Originator”, and collectively, the “Originators”), having an aggregate principal balance as of the close of business on December 1, 2005 (the “Cut-off Date”) of $665,131,056.02 (the “Closing Balance”), after giving effect to all payments due on the Mortgage Loans on or before the Cut-off Date, whether or not received.

Section 2. Mortgage Loan Schedule. The Purchaser and the Seller have agreed upon which of the mortgage loans owned by the Seller are to be purchased by the Purchaser pursuant to this Agreement and the Seller will prepare or cause to be prepared on or prior to the Closing Date a final schedule (the “Closing Schedule”) that together shall describe such Mortgage Loans and set forth all of the Mortgage Loans to be purchased under this Agreement. The Closing Schedule will conform to the requirements set forth in this Agreement and to the definition of “Mortgage Loan Schedule” under the Pooling and Servicing Agreement. The Closing Schedule shall be used as the Mortgage Loan Schedule under the Pooling and Servicing Agreement and shall be prepared by the Seller based on information provided by the Originators.

Section 3. Consideration.

(a) In consideration for the Mortgage Loans to be purchased hereunder, the Purchaser shall, as described in Section 7, pay to or upon the order of the Seller in immediately available funds an amount (the “Mortgage Loan Purchase Price”) equal to the net sale proceeds of the Certificates, plus accrued interest.

(b) The Purchaser or any assignee, transferee or designee of the Purchaser shall be entitled to all scheduled payments of principal due after the Cut-off Date, all other payments of principal due and collected after the Cut-off Date, and all payments of interest on the Mortgage Loans allocable to the period after the Cut-off Date. All scheduled payments of principal and interest due on or before the Cut-off Date and collected after the Cut-off Date shall belong to the Seller.

(c) Pursuant to the Pooling and Servicing Agreement, the Purchaser will assign all of its right, title and interest in and to the Mortgage Loans, together with its rights under this Agreement, to the Trustee for the benefit of the related Certificateholders.

Section 4. Transfer of the Mortgage Loans.

(a) Possession of Mortgage Files. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse but subject to the terms of this Agreement, all of its right, title and interest in, to and under the Mortgage Loans. The contents of each Mortgage File not delivered to the Purchaser or to any assignee, transferee or designee of the Purchaser on or prior to the Closing Date are and shall be held in trust by the Seller for the benefit of the Purchaser or any assignee, transferee or designee of the Purchaser. Upon the sale of the Mortgage Loans, the ownership of each Mortgage Note, the related Mortgage and the other contents of the related Mortgage File is vested in the Purchaser and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or that come into the possession of the Seller on or after the Closing Date shall immediately vest in the Purchaser and shall be delivered immediately to the Purchaser or as otherwise directed by the Purchaser.

(b) Delivery of Mortgage Loan Documents. The Seller will, on or prior to the Closing Date, deliver or cause to be delivered to the Purchaser or any assignee, transferee or designee of the Purchaser each of the following documents for each Mortgage Loan:

(i) the original Mortgage Note, endorsed in one of the following forms: (i) in the name of the Trustee or (ii) in blank, in each case, with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the Trustee;

(ii) the original Mortgage with evidence of recording thereon;

(iii) an original Assignment of the Mortgage in recordable form in blank or to the Trustee;

(iv) the original recorded Assignment or Assignments of the Mortgage showing a complete chain of assignment from the originator to the Person

assigning the Mortgage in blank or to the Trustee as contemplated by the immediately preceding clause (iii);

(v) the original of or a copy of each related assumption, modification, consolidation or extension agreement, with evidence of recording thereon, if any;

(vi) with respect to any Mortgage Loan listed on the Mortgage Loan Schedule as subject to a Primary Mortgage Insurance Policy, the original Primary Mortgage Insurance Policy or certificate;

(vii) the original mortgagee title insurance policy or an attorney’s opinion of title where customary; and

(viii) any of the following that are in the possession of the Seller or a document custodian on its behalf: (A) the original of or a copy of any security agreement, chattel mortgage or equivalent document executed in connection with the Mortgage or (B) the original of or a copy of any power of attorney, if applicable.

With respect to a maximum of approximately 5.00% of the Original Mortgage Loans, by outstanding principal balance of the Original Mortgage Loans as of the Cut-off Date, if any original Mortgage Note referred to in Section 4(b)(i) above cannot be located, the obligations of the Seller to deliver such documents shall be deemed to be satisfied upon delivery to the Trust Administrator (as designee of the Purchaser) of a photocopy of such Mortgage Note, if available, with a lost note affidavit. If any of the original Mortgage Notes for which a lost note affidavit was delivered to the Trust Administrator is subsequently located, such original Mortgage Note shall be delivered to the Trust Administrator within three Business Days.

If any of the documents referred to in Sections 4(b)(ii), (iii) or (iv) above has as of the Closing Date been submitted for recording but either (x) has not been returned from the applicable public recording office or (y) has been lost or such public recording office has retained the original of such document, the obligations of the Seller to deliver such documents shall be deemed to be satisfied upon (1) delivery to the Trust Administrator of a copy of each such document certified by the Originator in the case of (x) above or the applicable public recording office in the case of (y) above to be a true and complete copy of the original that was submitted for recording and (2) if such copy is certified by the Originator, delivery to the Trust Administrator promptly upon receipt thereof of either the original or a copy of such document certified by the applicable public recording office to be a true and complete copy of the original.

To the extent not already recorded, the Trust Administrator, at the expense of the Seller shall pursuant to the Pooling and Servicing Agreement promptly (and in no event later than three months following the later of the Closing Date and the date of receipt by the Trust Administrator of the recording information for a Mortgage) submit or cause to be submitted for recording, at no expense to the Trust Estate or the Trust Administrator, in the appropriate public office for real property records, each Assignment delivered to it pursuant to Sections 4(b)(iii) and (iv) above. In the event that any such Assignment is lost or returned unrecorded because of a defect therein, the Trust Administrator, at the expense of the Seller, shall promptly prepare or

cause to be prepared a substitute Assignment or cure or cause to be cured such defect, as the case may be, and thereafter cause each such Assignment to be duly recorded. Notwithstanding the foregoing, but without limiting the requirement that such Assignments be in recordable form, neither the Trust Administrator nor the Trustee shall be required to submit or cause to be submitted for recording each Assignment delivered to it pursuant to Sections 4(b)(iii) and (iv) if such recordation shall not, as of the Closing Date, be required by the Rating Agencies, as a condition to their assignment on the Closing Date of their initial ratings to the Certificates, as evidenced by the delivery by the Rating Agencies of their ratings letters on the Closing Date.

The Seller shall deliver or cause to be delivered to the Trust Administrator promptly upon receipt thereof any other original documents constituting a part of a Mortgage File received with respect to any Mortgage Loan, including, but not limited to, any original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan.

All original documents relating to the Mortgage Loans that are not delivered to the Trust Administrator are and shall be held by or on behalf of the Seller, the Servicer, the Purchaser or the Master Servicer, as the case may be, in trust for the benefit of the Trustee on behalf of the Certificateholders. In the event that any such original document is required pursuant to the terms of this Section to be a part of a Mortgage File, such document shall be delivered promptly to the Trust Administrator. Any such original document delivered to or held by the Seller or the Purchaser that is not required pursuant to the terms of this Section to be a part of a Mortgage File, shall be delivered promptly to the related Servicer.

(c) Acceptance of Mortgage Loans. The documents delivered pursuant to Section 4(b) hereof shall be reviewed by the Purchaser or any assignee, transferee or designee of the Purchaser at any time before or after the Closing Date (and with respect to each document permitted to be delivered after the Closing Date within seven days of its delivery) to ascertain that all required documents have been executed and received and that such documents relate to the Mortgage Loans identified on the Mortgage Loan Schedule.

(d) Transfer of Interest in Agreements. The Purchaser has the right to assign its interest under this Agreement, in whole or in part, to the Trustee, as may be required to effect the purposes of the Pooling and Servicing Agreement, without the consent of the Seller, and the assignee shall succeed to the rights and obligations hereunder of the Purchaser. Any expense reasonably incurred by or on behalf of the Purchaser or the Trustee in connection with enforcing any obligations of the Seller under this Agreement will be promptly reimbursed by the Seller.

(e) Examination of Mortgage Files. Prior to the Closing Date, the Seller shall either (i) deliver in escrow to the Purchaser or to any assignee, transferee or designee of the Purchaser, for examination, the Mortgage File pertaining to each Mortgage Loan, or (ii) make such Mortgage Files available to the Purchaser or to any assignee, transferee or designee of the Purchaser for examination. Such examination may be made by the Purchaser or the Trustee, and their respective designees, upon reasonable notice to the Seller during normal business hours before the Closing Date and within 60 days after the Closing Date. If any such person makes such examination prior to the Closing Date and identifies any Mortgage Loans that do not conform to the requirements of the Purchaser as described in this Agreement, such Mortgage

Loans shall be deleted from the Closing Schedule. The Purchaser may, at its option and without notice to the Seller, purchase all or part of the Mortgage Loans without conducting any partial or complete examination. The fact that the Purchaser or any person has conducted or has failed to conduct any partial or complete examination of the Mortgage Files shall not affect the rights of the Purchaser or any assignee, transferee or designee of the Purchaser to demand repurchase or other relief as provided herein or under the Pooling and Servicing Agreement.

Section 5. Representations, Warranties and Covenants of the Seller.

The Seller and the Purchaser understand, acknowledge and agree that, the representations and warranties set forth in this Section 5 are made as of the Closing Date or as of the date specifically provided herein.

As permitted under the Amended and Restated Master Mortgage Loan Purchase and Servicing Agreement dated as of December 15, 2003, between Countrywide and the Seller (the “Countrywide Servicing Agreement”), the Master Mortgage Loan Purchase and Servicing Agreement, date as of April 1, 2005 , between GreenPoint Mortgage Funding, Inc. and the Seller (the “GreenPoint Servicing Agreement”), the Amended and Restated Master Seller’s Warranties and Servicing Agreement, dated as of September 1, 2003, as amended and restated to and including May 1, 2005 between the Seller and National City (the “National City Servicing Agreement”), the Master Mortgage Loan Purchase and Interim Servicing Agreement dated as of November 1, 2004, between Quicken and the Seller (the “Quicken Servicing Agreement”), Master Mortgage Loan Purchase Agreement, dated as of November 1, 2005, between Xxxxx Fargo and the Seller (the “Xxxxx Fargo Servicing Agreement”), the Mortgage Loan Purchase and Sale Agreement (the “WAMU Servicing Agreement”), dated as of September 1, 2005, between WAMU and the Seller, the Mortgage Loan Flow Purchase, Sale and Servicing Agreement dated as of February 24, 2005 among PHH Mortgage Corporation, Xxxxxx’x Gate Residential Mortgage Trust and the Seller (the “PHH Servicing Agreement” and collectively with the Countrywide Servicing Agreement, GreenPoint Servicing Agreement, the National City Servicing Agreement, the Quicken Servicing Agreement, the Xxxxx Fargo Servicing Agreement, the WAMU Servicing Agreement and the PHH Servicing Agreement, the “Servicing Agreements”), the Seller hereby assigns to the Purchaser all of its right, title and interest under the Servicing Agreements to the extent of the Mortgage Loans set forth on the Mortgage Loan Schedule, including, but not limited to, any representations and warranties of the Originators concerning the Mortgage Loans.

(a) The Seller hereby represents and warrants, as to each Mortgage Loan, to the Purchaser, as of the date hereof and as of the Closing Date, and covenants, that:

(i) To the best of the Seller’s knowledge, nothing has occurred in the period of time from the date each representation and warranty was made by each Originator pursuant to the respective Servicing Agreement to the Closing Date which would cause such representation and warranty to be untrue in any material respect on the Closing Date.

(ii) Each Mortgage Loan at the time it was made complied in all material respects with applicable local, state and federal laws, including, but not limited to, all applicable predatory and abusive lending laws.

(iii) None of the mortgage loans are (i) “High Cost” as such term is defined in the Home Ownership Protection Act of 1994 (“HOEPA”) or (ii) a reasonably equivalent provision as defined by the applicable predatory and abusive lending laws.

(iv) An appraisal form 1004 or Form 2055 with an interior inspection for first lien mortgage loans has been obtained.

(v) No Mortgage Loan is a high cost loan or a covered loan, as applicable (as such terms are defined in the current version of Standard & Poor’s LEVELS® Glossary Revised, Appendix E).

(vi) There is no mortgage loan in the trust that was originated on or after October 1, 2002 and before March 7, 2003 which is secured by property located in the State of Georgia.

(b) The Seller hereby represents and warrants to the Purchaser, as of the date hereof and as of the Closing Date, and covenants, that:

(i) The Seller is duly organized, validly existing and in good standing as a corporation under the laws of the State of New York with full corporate power and authority to conduct its business as presently conducted by it to the extent material to the consummation of the transactions contemplated herein. The Seller has the full corporate power and authority to own the Mortgage Loans and to transfer and convey the Mortgage Loans to the Purchaser and has the full corporate power and authority to execute and deliver, engage in the transactions contemplated by, and perform and observe the terms and conditions of this Agreement.

(ii) The Seller has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming due authorization, execution and delivery hereof by the Purchaser, constitutes a legal, valid and binding obligation of the Seller, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency or reorganization or by general principles of equity.

(iii) The execution, delivery and performance of this Agreement by the Seller (x) does not conflict and will not conflict with, does not breach and will not result in a breach of and does not constitute and will not constitute a default (or an event, which with notice or lapse of time or both, would constitute a default) under (A) any terms or provisions of the articles of incorporation or by-laws of the Seller, (B) any term or provision of any material agreement, contract, instrument or indenture, to which the Seller is a party or by which the Seller or any of its property is bound or (C) any law, rule, regulation, order, judgment, writ, injunction or decree of any court or governmental authority having jurisdiction over the Seller or any of its property and (y) does not create or impose and will not result in the creation or imposition of any lien, charge or

encumbrance which would have a material adverse effect upon the Mortgage Loans or any documents or instruments evidencing or securing the Mortgage Loans.

(iv) No consent, approval, authorization or order of, registration or filing with, or notice on behalf of the Seller to any governmental authority or court is required, under federal laws or the laws of the State of New York, for the execution, delivery and performance by the Seller of, or compliance by the Seller with, this Agreement or the consummation by the Seller of any other transaction contemplated hereby and by the Pooling and Servicing Agreement; provided, however, that the Seller makes no representation or warranty regarding federal or state securities laws in connection with the sale or distribution of the Certificates.

(v) This Agreement does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements contained herein not misleading. The written statements, reports and other documents prepared and furnished or to be prepared and furnished by the Seller pursuant to this Agreement or in connection with the transactions contemplated hereby taken in the aggregate do not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements contained therein not misleading.

(vi) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Seller or its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of the Seller or its assets or might have consequences that would materially and adversely affect the performance of its obligations and duties hereunder.

(vii) The Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement.

(viii) Immediately prior to the sale of the Mortgage Loans to the Purchaser as herein contemplated, the Seller will be the owner of the related Mortgage and the indebtedness evidenced by the related Mortgage Note, and, upon the payment to the Seller of the Purchase Price, in the event that the Seller retains or has retained record title, the Seller shall retain such record title to each Mortgage, each related Mortgage Note and the related Mortgage Files with respect thereto in trust for the Purchaser as the owner thereof from and after the date hereof.

(ix) There are no actions or proceedings against, or investigations known to it of, the Seller before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the sale of the Mortgage Loans by the Seller or the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or materially and adversely affect the performance by the Seller of its obligations under, or validity or enforceability of, this Agreement.

(x) The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Seller, and the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller are not subject to the bulk transfer or any similar statutory provisions.

(xi) The Seller has not dealt with any broker, investment banker, agent or other person, except for the Purchaser or any of its affiliates, that may be entitled to any commission or compensation in connection with the sale of the Mortgage Loans.

(xii) There is no litigation currently pending or, to the best of the Seller’s knowledge without independent investigation, threatened against the Seller that would reasonably be expected to adversely affect the transfer of the Mortgage Loans, the issuance of the Certificates or the execution, delivery, performance or enforceability of this Agreement, or that would result in a material adverse change in the financial condition of the Seller.

(xiii) The Seller is solvent and will not be rendered insolvent by the consummation of the transactions contemplated hereby. The Seller is not transferring any Mortgage loan with any intent to hinder, delay or defraud any of its creditors.

(c) With respect to the Countrywide Mortgage Loans, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit A hereto are true and correct as of the date hereof and as of the Closing Date.

(d) With respect to the Quicken Mortgage Loans, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit B hereto are true and correct as of the date hereof and as of the Closing Date.

(e) With respect to the National City Mortgage Loans, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit C hereto are true and correct as of the date hereof and as of the Closing Date (in the case of a representation or warranty as to the mortgaged property being free of damage and waste, without regard to knowledge or lack of knowledge thereof by National City).

(f) With respect to the PHH Mortgage Loans, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit D hereto are true and correct as of the date hereof and as of the Closing Date.

(g) With respect to the GreenPoint Mortgage Funding, Inc. Mortgage Loans, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit E hereto are true and correct as of the date hereof and as of the Closing Date.

(h) With respect to the Xxxxx Fargo Mortgage Loans, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit F hereto are true and correct as of the date hereof and as of the Closing Date.

(i) With respect to the WAMU Mortgage Loans, the Seller hereby represents and warrants, for the benefit of the Purchaser, that the representations and warranties set forth on Exhibit G hereto are true and correct and as of the date hereof as of the Closing Date.

Section 6. Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty.

It is understood and agreed that the representations and warranties set forth in Section 5 shall survive the sale of the Mortgage Loans to the Purchaser and shall inure to the benefit of the Purchaser and any assignee, transferee or designee of the Purchaser, including the Trustee for the benefit of holders of the Mortgage Pass-Through Certificates evidencing an interest in all or a portion of the Mortgage Loans, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination or lack of examination of any Mortgage File. With respect to the representations and warranties contained herein that are made to the knowledge or the best knowledge of the Seller, or as to which the Seller has no knowledge, if it is discovered that the substance of any such representation and warranty is inaccurate and the inaccuracy materially and adversely affects the value of the related Mortgage Loan, or the interest therein of the Purchaser or the Purchaser’s assignee, designee or transferee, then notwithstanding the Seller’s lack of knowledge with respect to the substance of such representation and warranty being inaccurate at the time the representation and warranty was made, such inaccuracy shall be deemed a breach of the applicable representation and warranty and the Seller shall take such action described in the following paragraphs of this Section 6 in respect of such Mortgage Loan. Upon discovery by either the Seller or the Purchaser of a breach of any of the foregoing representations and warranties made by the Seller that materially and adversely affects the value of the Mortgage Loans or the interest of the Purchaser (or which materially and adversely affects the interests of the Purchaser in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan), the party discovering such breach shall give prompt written notice to the other.

Within 90 days of the earlier of either discovery by or notice to the Seller of any breach of a representation or warranty made by the Seller that materially and adversely affects the value of a Mortgage Loan or the Mortgage Loans or the interest therein of the Purchaser, the Seller shall use its best efforts promptly to cure such breach in all material respects and, if such breach cannot be cured, the Seller shall, at the Purchaser’s option, repurchase such Mortgage Loan at the Purchase Price. The Seller may, at the request of the Purchaser and assuming the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a deficient Mortgage Loan as provided above, remove such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage Loan(s) pursuant to the foregoing provisions of this Section 6 shall occur on a date designated by the Purchaser and shall be accomplished by deposit in accordance with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or substitution required by this Section shall be made in a manner consistent with Section 2.03 of the Pooling and Servicing Agreement.

At the time of substitution or repurchase by the Seller of any deficient Mortgage Loan, the Purchaser and the Seller shall arrange for the reassignment of the repurchased or

substituted Mortgage Loan to the Seller and the delivery to the Seller of any documents held by the Trustee relating to the deficient or repurchased Mortgage Loan. In the event the Purchase Price is deposited in the Collection Account. The Seller shall, simultaneously with such deposit, give written notice to the Purchaser that such deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule shall be amended to reflect the withdrawal of the repurchased Mortgage Loan from this Agreement.

As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall effect such substitution by delivering to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and such other documents and agreements as are required by the Pooling and Servicing Agreement, with the Mortgage Note endorsed as required therein. The Seller shall remit for deposit in the Collection Account the Monthly Payment due on such Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller in respect of such Deleted Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage Loans shall be subject to the terms of this Agreement in all respects, and the Seller shall be deemed to have made with respect to such Qualified Substitute Mortgage Loan or Loans as of the date of substitution, the covenants, representations and warranties set forth in Section 5.

It is understood and agreed that the representations and warranties set forth in Section 5 shall survive delivery of the respective Mortgage Files to the Trustee on behalf of the Purchaser.

It is understood and agreed that (i) the obligations of the Seller set forth in this Section 6 to cure, repurchase and substitute for a defective Mortgage Loan and (ii) the obligations of the Seller as provided in the next sentence constitute the sole remedies of the Purchaser respecting a missing or defective document or a breach of the representations and warranties contained in Section 5. The Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of the representations and warranties contained in Sections 5(a), (c), (d) and (e) this Agreement.

Section 7. Closing; Payment for the Mortgage Loans. The closing of the purchase and sale of the Mortgage Loans shall be held at the New York City office of Xxxxxxx Xxxxxxxx & Wood LLP at 10:00 AM New York City time on the Closing Date.

The closing shall be subject to each of the following conditions:

(a) All of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the date as of which they are

made and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement;

(b) The Purchaser shall have received, or the attorneys of the Purchaser shall have received in escrow (to be released from escrow at the time of closing), all Closing Documents as specified in Section 8 of this Agreement, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the respective terms thereof;

(c) The Seller shall have delivered or caused to be delivered and released to the Purchaser or to its designee, all documents (including without limitation, the Mortgage Loans) required to be so delivered by the Purchaser; and

(d) All other terms and conditions of this Agreement shall have been complied with.

Subject to the foregoing conditions, the Purchaser shall deliver or cause to be delivered to the Seller on the Closing Date, against delivery and release by the Seller to the Trustee of all documents required pursuant to the Pooling and Servicing Agreement, the consideration for the Mortgage Loans as specified in Section 3 of this Agreement, by delivery to the Seller of the Mortgage Loan Purchase Price.

Section 8. Closing Documents. Without limiting the generality of Section 7 hereof, the closing shall be subject to delivery of each of the following documents:

(a) An Officers’ Certificate of the Seller, dated the Closing Date, upon which the Purchaser and Citigroup Global Markets Inc. (the “Underwriter”) may rely, in a form acceptable to the Purchaser;

(b) A Secretary’s Certificate of the Seller, dated the Closing Date, upon which the Purchaser and the Underwriter may rely, in a form acceptable to the Purchaser, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Seller;

(c) An Opinion of Counsel of the Seller, dated the Closing Date and addressed to the Purchaser and the Underwriter, in a form acceptable to the Purchaser;

(d) An Officers’ Certificate of each Originator, dated the Closing Date, upon which the Purchaser and the Underwriter may rely, in a form acceptable to the Purchaser;

(e) A Secretary’s Certificate of each Originator, dated the Closing Date, upon which the Purchaser and the Underwriter may rely, in a form acceptable to the Purchaser, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Originator;

(f) Such opinions of counsel as the Rating Agencies or the Trustee may request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller’s execution and delivery of, or performance under, this Agreement;

(g) A letter from Deloitte & Touche L.L.P., certified public accountants, dated the date hereof and to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser’s Prospectus Supplement, dated December 28, 2005 and the Purchaser’s Private Placement Memorandum, dated December 30, 2005, agrees with the records of the Seller;

(h) Letters from certified public accountants for each Originator, dated the date hereof and to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser’s Prospectus Supplement, dated December 28, 2005 under the subheading “The Master Servicer and the Servicers—The Servicers” and the Purchaser’s Private Placement Memorandum, dated December 30, 2005, under the subheading “The Master Servicer and the Servicer—The Servicer” agrees with the records of the Servicer; and

(i) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter may reasonably request.

Section 9. Costs. The Seller shall pay (or shall reimburse the Purchaser or any other Person to the extent that the Purchaser or such other Person shall pay) all necessary and reasonable costs and expenses incurred directly in delivering this Agreement, the Pooling and Servicing Agreement, the Certificates, the prospectus, prospectus supplement and private placement memorandum relating to the Certificates and other related documents, the initial fees, costs and expenses of the Trust Administrator and the Trustee set forth in an engagement letter delivered to the Seller by the Trust Administrator, the fees and expenses of the Purchaser’s counsel in connection with the preparation of all documents relating to the securitization of the Mortgage Loans, the filing fee charged by the Securities and Exchange Commission for registration of the Certificates, the fees charged by any rating agency to rate the Certificates and the ongoing expenses of the Rating Agencies. All other costs and expenses in connection with the transactions contemplated hereunder shall be borne by the party incurring such expense.

Section 10.        [Reserved]

Section 11. Mandatory Delivery; Grant of Security Interest. The sale and delivery on the Closing Date of the Mortgage Loans described on the Mortgage Loan Schedule in accordance with the terms and conditions of this Agreement is mandatory. It is specifically understood and agreed that each Mortgage Loan is unique and identifiable on the date hereof and that an award of money damages would be insufficient to compensate the Purchaser for the losses and damages incurred by the Purchaser in the event of the Seller’s failure to deliver the Mortgage Loans on or before the Closing Date. The Seller hereby grants to the Purchaser a lien on and a continuing security interest in the Seller’s interest in each Mortgage Loan and each document and instrument evidencing each such Mortgage Loan to secure the performance by the Seller of its obligation hereunder, and the Seller agrees that it holds such Mortgage Loans in custody for the Purchaser, subject to the Purchaser’s (i) right, prior to the Closing Date, to reject any Mortgage Loan to the extent permitted by this Agreement and (ii) obligation to deliver or cause to be delivered the consideration for the Mortgage Loans pursuant to Section 7 hereof. Any Mortgage Loans rejected by the Purchaser shall concurrently therewith be released from the

security interest created hereby. The Seller agrees that, upon acceptance of the Mortgage Loans by the Purchaser or its designee and delivery of payment to the Seller, that its security interest in the Mortgage Loans shall be released. All rights and remedies of the Purchaser under this Agreement are distinct from, and cumulative with, any other rights or remedies under this Agreement or afforded by law or equity and all such rights and remedies may be exercised concurrently, independently or successively.

Section 12. Notwithstanding the foregoing, if on the Closing Date, each of the conditions set forth in Section 7 hereof shall have been satisfied and the Purchaser shall not have paid or caused to be paid the Mortgage Loan Purchase Price, or any such condition shall not have been waived or satisfied and the Purchaser determines not to pay or cause to be paid the Mortgage Loan Purchase Price, the Purchaser shall immediately effect the redelivery of the Mortgage Loans, if delivery to the Purchaser has occurred and the security interest created by this Section 11 shall be deemed to have been released.

Section 13. Notices. All demands, notices and communications hereunder shall be in writing and shall be deemed to have been duly given if personally delivered to or mailed by registered mail, postage prepaid, or transmitted by telex or telegraph and confirmed by a similar mailed writing, if to the Purchaser, addressed to the Purchaser at 000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Mortgage Finance Group, or such other address as may hereafter be furnished to the Seller in writing by the Purchaser, and if to the Seller, addressed to the Seller at 000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Mortgage Finance Group, or such other address as may hereafter be furnished to the Purchaser in writing by the Seller.

Section 14. Severability of Provisions. Any part, provision, representation or warranty of this Agreement which is prohibited or which is held to be void or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof. Any part, provision, representation or warranty of this Agreement which is prohibited or unenforceable or is held to be void or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction as to any Mortgage Loan shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by applicable law, the parties hereto waive any provision of law which prohibits or renders void or unenforceable any provision hereof.

Section 15. Agreement of Parties. The Seller and the Purchaser each agree to execute and deliver such instruments and take such actions as either of the others may, from time to time, reasonably request in order to effectuate the purpose and to carry out the terms of this Agreement and the Pooling and Servicing Agreement.

Section 16. Survival. The Seller agrees that the representations, warranties and agreements made by it herein and in any certificate or other instrument delivered pursuant hereto shall be deemed to be relied upon by the Purchaser, notwithstanding any investigation heretofore or hereafter made by the Purchaser or on its behalf, and that the representations, warranties and agreements made by the Seller herein or in any such certificate or other instrument shall survive

the delivery of and payment for the Mortgage Loans and shall continue in full force and effect, notwithstanding any restrictive or qualified endorsement on the Mortgage Notes and notwithstanding subsequent termination of this Agreement, the Pooling and Servicing Agreement or the Trust Fund.

Section 17. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS, DUTIES, OBLIGATIONS AND RESPONSIBILITIES OF THE PARTIES HERETO SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS (INCLUDING THE CHOICE OF LAW PROVISIONS) AND DECISIONS OF THE STATE OF NEW YORK. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.

Section 18. Miscellaneous. This Agreement may be executed in two or more counterparts, each of which when so executed and delivered shall be an original, but all of which together shall constitute one and the same instrument. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. This Agreement supersedes all prior agreements and understandings relating to the subject matter hereof. Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against whom enforcement of the change, waiver, discharge or termination is sought. The headings in this Agreement are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

It is the express intent of the parties hereto that the conveyance of the Mortgage Loans by the Seller to the Purchaser as provided in Section 4 hereof be, and be construed as, a sale of the Mortgage Loans by the Seller to the Purchaser and not as a pledge of the Mortgage Loans by the Seller to the Purchaser to secure a debt or other obligation of the Seller. However, in the event that, notwithstanding the aforementioned intent of the parties, the Mortgage Loans are held to be property of the Seller, then, (a) it is the express intent of the parties that such conveyance be deemed a pledge of the Mortgage Loans by the Seller to the Purchaser to secure a debt or other obligation of the Seller and (b) (1) this Agreement shall also be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York Uniform Commercial Code; (2) the conveyance provided for in Section 4 hereof shall be deemed to be a grant by the Seller to the Purchaser of a security interest in all of the Seller’s right, title and interest in and to the Mortgage Loans and all amounts payable to the holders of the Mortgage Loans in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including without limitation all amounts, other than investment earnings, from time to time held or invested in the Collection Account whether in the form of cash, instruments, securities or other property; (3) the possession by the Purchaser or its agent of Mortgage Notes, the related Mortgages and such other items of property that constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” for purposes of perfecting the security interest pursuant to Section 9-305 of the New York Uniform Commercial Code; and (4) notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents

(as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law. Any assignment of the interest of the Purchaser pursuant to Section 4(d) hereof shall also be deemed to be an assignment of any security interest created hereby. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement and the Pooling and Servicing Agreement.

Section 19. Indemnification. The Seller shall indemnify and hold harmless each of (i) the Purchaser, (ii) Citigroup Global Markets Inc. and (iii) each person, if any, who controls the Purchaser within the meaning of Section 15 of the Securities Act of 1933, as amended (the “1933 Act”) ((i) through (iii) collectively, the “Indemnified Party”) against any and all losses, claims, expenses, damages or liabilities to which the Indemnified Party may become subject, under the 1933 Act or otherwise, insofar as such losses, claims, expenses, damages or liabilities (or actions in respect thereof) arise out of, are based upon, or result from, a breach by the Seller of any of the representations and warranties made by the Seller herein, it being understood that the Purchaser has relied upon such representations and warranties.

IN WITNESS WHEREOF, the Purchaser and the Seller have caused their names to be signed by their respective officers thereunto duly authorized as of the date first above written.

CITIGROUP MORTGAGE LOAN
TRUST INC.

By:

Name:

Title:

CITIGROUP GLOBAL MARKETS REALTY
CORP.

By:

Name:

Title:

EXHIBIT A

Representation and Warranties with Respect to the Countrywide Mortgage Loans

Except for “Mortgage Loans”, which shall mean the Countywide Mortgage Loans sold by the Seller to the Purchaser, all capitalized terms in this Exhibit A shall have the meanings ascribed to them in the Countrywide Servicing Agreement.

a) Mortgage Loan Schedule. The information contained in the Mortgage Loan Schedule is complete, true and correct in all material respects;

b) No Delinquencies or Advances. All payments required to be made prior to the related Cut-off Date for such Mortgage Loan under the terms of the Mortgage Note have been made; Countrywide has not advanced funds, or induced, solicited or knowingly received any advance of funds from a party other than the owner of the Mortgaged Property subject to the Mortgage, directly or indirectly, for the payment of any amount required by the Mortgage Loan; and there has been no delinquency of more than thirty (30) days in any payment by the Mortgagor thereunder during the last twelve (12) months;

c) Taxes, Assessments, Insurance Premiums and Other Charges. There are no delinquent taxes, ground rents, or insurance premiums, and Countrywide has no knowledge of any delinquent water charges, sewer rents, assessments, leasehold payments, including assessments payable in future installments or other outstanding charges affecting the related Mortgaged Property;

d) No Modifications. The terms of the Mortgage Note and the Mortgage have not been impaired, waived, altered or modified in any respect, except by written instruments that have been or will be recorded or registered with the MERS System, if necessary to protect the interests of the Purchaser, and that have been or will be delivered to the Purchaser, all in accordance with this Agreement. The substance of any such waiver, alteration or modification has been approved by the primary mortgage guaranty insurer, if any, and by the title insurer, to the extent required by the related policy and its terms are reflected on the Mortgage Loan Schedule. No Mortgagor has been released, in whole or in part, except in connection with an assumption agreement approved by the primary mortgage insurer, if any, and the title insurer, to the extent required by the policy, and which assumption agreement is part of the Collateral File and the terms of which are reflected in the Mortgage Loan Schedule if executed prior to the Closing Date;

e) No Defenses. The Mortgage Note and the Mortgage are not subject to any right of rescission, set-off, counterclaim or defense, including the defense of usury, nor will the operation of any of the terms of the Mortgage Note and the Mortgage, or the exercise of any right thereunder, render the Mortgage unenforceable, in whole or in part, or subject to any right of rescission, set-off, counterclaim or defense, including the defense of usury, and no such right of rescission, set-off, counterclaim or defense has been asserted with respect thereto;

f) Hazard and Flood Insurance. All buildings upon the Mortgaged Property are insured by an insurer acceptable to an Agency against loss by fire, hazards of

extended coverage and such other hazards as are customary in the area where the Mortgaged Property is located, and such insurer is licensed to do business in the state where the Mortgaged Property is located. All such insurance policies contain a standard mortgagee clause naming Countrywide, its successors and assigns as mortgagee, and all premiums thereon have been paid. If, upon the origination of the Mortgage Loan, the Mortgaged Property was, or was subsequently deemed to be, in an area identified in the Federal Register by the Federal Emergency Management Agency as having special flood hazards (and such flood insurance has been made available), a flood insurance policy that meets the requirements of the current guidelines of the Federal Insurance Administration (or any successor thereto) and conforms to the requirements of an Agency is in effect. The Mortgage obligates the Mortgagor thereunder to maintain all such insurance at the Mortgagor’s expense and, upon the failure of the Mortgagor to do so, the holder of the Mortgage is authorized to maintain such insurance at the Mortgagor’s expense and to seek reimbursement gor;

g) Compliance with Applicable Law. Each Mortgage Loan, including any Prepayment Charge or penalty in connection therewith, at the time of origination complied in all material respects with applicable local, state and federal laws, and any applicable ordinances, including truth in lending, real estate settlement procedures, consumer credit protection, equal credit opportunity, predatory and abusive lending and disclosure laws applicable to the Mortgage Loan;

h) No Release of Mortgage. The Mortgage has not been satisfied, canceled, subordinated, or rescinded, in whole or in part, and the Mortgaged Property has not been released from the lien of the Mortgage, in whole or in part, nor has any instrument been executed that would effect any such release, cancellation, subordination or rescission;

i) Enforceability of Mortgage Documents. The Mortgage Note and the related Mortgage are genuine and each is the legal, valid and binding obligation of the maker thereof, enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws;

j) Valid First or Second Lien. Each related Mortgage is a valid, subsisting and enforceable First Lien (with respect to a First Lien Mortgage Loan) or Second Lien (with respect to a Second Lien Mortgage Loan) on the related Mortgaged Property, including all improvements on the Mortgaged Property. The lien of the Mortgage is subject only to:

(1) the lien of current real property taxes and assessments not yet due and payable;

(2) covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date of recording that are acceptable to mortgage lending institutions generally and specifically referred to in the lender’s title insurance policy delivered to the originator of the Mortgage Loan and that do not adversely affect the Appraised Value (as evidenced by an appraisal referred to in such definition) of the Mortgaged Property set forth in such appraisal;

(3) with respect to a Second Lien Mortgage Loan only, the lien of the first mortgage on the Mortgaged Property; and

(4) other matters to which like properties are commonly subject which do not materially interfere with the benefits of the security intended to be provided by the Mortgage or the use, enjoyment, value or marketability of the related Mortgaged Property;

k) Disbursements of Proceeds. The proceeds of the Mortgage Loan have been fully disbursed, and there is no requirement for future advances thereunder, and any and all requirements as to completion of any on-site or off-site improvement and as to disbursements of any escrow funds t>

l) Sole Owner. Countrywide is the sole owner and holder of the Mortgage Loan. The Mortgage Loan is not assigned or pledged, and Countrywide has good and marketable title thereto, and has full right to transfer and sell the Mortgage Loan to the Purchaser free and clear of any encumbrance, equity, lien, pledge, charge, claim or security interest and has full right and authority subject to no interest or participation of, or agreement with, any other party, to sell and assign each Mortgage Loan pursuant to the terms of this Agreement;

m) Title Insurance. Each Mortgage Loan that is a First Lien Mortgage Loan and each Mortgage Loan that is a Second Lien Mortgage Loan with an original principal balance greater than $100,000, in either case, is covered by a lender’s title insurance policy acceptable to an Agency, issued by a title insurer acceptable to an Agency and qualified to do business in the jurisdiction where the related Mortgaged Property is located, insuring (subject to the exceptions contained in Section 3.02(j)(i), (ii) and (iii) above) Countrywide, its successors and assigns as to the first or second priority lien of the Mortgage, as applicable. Additionally, such lender’s title insurance policy affirmatively insures ingress and egress, and against encroachments by or upon the Mortgaged Property or any interest therein. With respect to any Adjustable Rate Mortgage Loan, such title insurance policy insures against any loss by reason of the invalidity or unenforceability of the lien resulting from the provisions of the Mortgage Note providing for adjustment of the Mortgage Interest Rate and Monthly Payment. Countrywide is the sole insured of such lender’s title insurance policy, and such lender’s title insurance policy is in full force and effect and will be in full force and effect upon the consummation of the transactions contemplated by this Agreement. No claims have been made under such lender’s title insurance policy, and no prior holder of the related Mortgage, including Countrywide, has done, by act or omission, anything which would impair the coverage of such lender’s title insurance policy;

n) No Default. There is no default, breach, violation or event of acceleration existing under the Mortgage or the Mortgage Note and no event which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a default, breach, violation or event of acceleration, and Countrywide has not waived any default, breach, violation or event of acceleration, and with respect to any Second Lien Mortgage Loan,

Countrywide has not received a written notice of default of any senior mortgage loan related to the Mortgaged Property which has not been cured;

o) No Mechanics’ Liens. There are no mechanics’ or similar liens or claims which have been filed for work, labor or material (and no rights are outstanding that under law could give rise to such lien) affecting the related Mortgaged Property which are or may be liens prior to, or equal or coordinate with, the lien of the related Mortgage;

p) Origination, Servicing and Collection Practices. The origination, servicing and collection practices used by Countrywide with respect to each Mortgage Note and Mortgage have been in all respects legal, proper, prudent and customary in the mortgage origination and servicing business. With respect to escrow deposits and Escrow Payments, if any, all such payments are in the possession of, or under the control of, Countrywide and there exist no deficiencies in connection therewith for which customary arrangements for repayment thereof have not been made. No escrow deposits or Escrow Payments or other charges or payments due Countrywide have been capitalized under any Mortgage or the related Mortgage Note. With respect to Adjustable Rate Mortgage Loans, all Mortgage Interest Rate adjustments have been made in strict compliance with state and federal law and the terms of the related Mortgage Note. Any interest required to be paid pursuant to state and local law has been properly paid and credited;

q) No Condemnation or Damage. The Mortgaged Property is free of material damage and waste and there is no proceeding pending for the total or partial condemnation thereof;

r) Customary and Enforceable Provisions. The Mortgage contains customary and enforceable provisions such as to render the rights and remedies of the holder thereof adequate for the realization against the Mortgaged Property of the benefits of the security provided thereby including (a) in the case of a Mortgage designated as a deed of trust, by trustee’s sale, and (b) otherwise by judicial foreclosure;

s) Collateral. The Mortgage Note is not and has not been secured by any collateral except the lien of the corresponding Mortgage;

t) Appraisal. Unless the Mortgage Loan was underwritten pursuant to one of Countrywide’s streamline documentation programs, the Credit File contains an appraisal of the related Mortgaged Property signed prior to the approval of the Mortgage Loan application by an appraiser who meets the minimum requisite qualifications of an Agency for appraisers, duly appointed by the originator, that had no interest, direct or indirect in the Mortgaged Property, and whose compensation is not affected by the approval or disapproval of the Mortgage Loan; the appraisal is in a form acceptable to an Agency, with such riders as are acceptable to such Agency. All improvements which were considered in determining the Appraised Value of the related Mortgaged Property lay wholly within the boundaries and building restriction lines of the Mortgaged Property, and no improvements on adjoining properties encroach upon the Mortgaged Property. Each appraisal of the Mortgage Loan was made in accordance with the relevant provisions of the Financial Institutions Reform, Recovery, and Enforcement Act of 1989;

u) Trustee for Deed of Trust. In the event the Mortgage constitutes a deed of trust, a trustee, duly qualified under applicable law to serve as such, has been properly designated and currently so serves and is named in the Mortgage, and no fees or expenses are or will become payable by the Purchaser to the trustee under the deed of trust, except in connection with a trustee’s sale after default by the Mortgagor;

v) Private Mortgage Insurance, FHA Insurance and VA Guarantees. Each Mortgage Loan, except a Second Lien Mortgage Loan or a Mortgage Loan underwritten in accordance with sub-prime credit underwriting guidelines (as any such Mortgage Loans may be identified in the Mortgage Loan Schedule), with an LTV at origination in excess of eighty percent (80%) is and will be subject to a PMI Policy, which insures that portion of the Mortgage Loan over seventy-five percent (75%) of the Appraised Value of the related Mortgaged Property. All provisions of such PMI Policy have been and are being complied with, such policy is in full force and effect, and all premiums due thereunder have been paid. Any Mortgage subject to any such PMI Policy obligates the Mortgagor thereunder to maintain such insurance and to pay all premiums and charges in connection therewith or, in the case of a lender paid mortgage insurance policy, the premiums and charges are included in the Mortgage Interest Rate for the Mortgage Loan. Each Government Mortgage Loan either has, or will have in due course, a valid and enforceable MIC or LGC, as applicable and, in each case, all premiums due thereunder have been paid;

w) Lawfully Occupied. At origination, to the best of Countrywide’s knowledge as of the Closing Date, the Mortgaged Property is lawfully occupied under applicable law. All inspections, licenses and certificates required to be made or issued with respect to all occupied portions of the Mortgaged Property and, with respect to the use and occupancy of the same including certificates of occupancy, have been made or obtained from the appropriate authorities;

x) Assignment of Mortgage. Except for the absence of recording information, the Assignment of Mortgage is in recordable form and is acceptable for recording under the laws of the jurisdiction in which the Mortgaged Property is located. The original Mortgage was or is being recorded and, unless the Mortgage Loan is subject to the MERS System, all subsequent assignments of the original Mortgage (other than the assignment to Purchaser) have been recorded in the appropriate jurisdiction wherein such recordation is necessary to perfect the lien thereof against creditors of Countrywide, or is in the process of being recorded;

y) Consolidation of Future Advances. Any future advances made to the Mortgagor prior to the Cut-off Date have been consolidated with the outstanding principal amount secured by the Mortgage, and the secured principal amount, as consolidated, bears a single interest rate and single repayment term. The consolidated principal amount does not exceed the original principal amount of the Mortgage Loan;

z) Form of Mortgage Note and Mortgage. The Mortgage Note and Mortgage are on forms acceptable to an Agency;

aa) Section 32 Loans. No Mortgage Loan is (a) subject to the provisions of the Homeownership and Equity Protection Act of 1994 as amended (“HOEPA”), (b) a “high cost” mortgage loan, “high risk” mortgage loan; “covered” mortgage loan or “predatory” mortgage loan or a similarly classified mortgage loan using different terminology under a law imposing heightened regulatory scrutiny or additional legal liability for residential mortgage loans having high interest rates, points and /or fees, no matter how defined, under any federal, state or local law or ordinance, including, without limitation, Section 6-L of the New York Banking Law or (c) subject to any comparable federal, state or local statutes or regulations, including, without limitation, the provisions of the Georgia Fair Lending Act or any other statute or regulation providing assignee liability to holders of such mortgage loans;

bb) Originator Supervision. The Mortgage Loan was originated by Countrywide or by a savings bank, a commercial bank or similar banking institution which is supervised and examined by a federal or state authority, or by a mortgagee approved as such by the Secretary of HUD;

cc) Foreclosure; Bankruptcy. The Mortgaged Property has not been subject to any bankruptcy proceeding or foreclosure proceeding and the Mortgagor has not filed for protection under applicable bankruptcy laws. There is no homestead or other exemption available to the Mortgagor which would interfere with the right to sell the Mortgaged Property at a trustee’s sale or the right to foreclose the Mortgage. Countrywide has no knowledge of any relief requested or allowed to the Mortgagor under the Soldiers and Sailors Civil Relief Act of 1940;

dd) Payment Source; Buydown. No Mortgage contains provisions pursuant to which Monthly Payments are (a) paid or partially paid with funds deposited in any separate account established by the Seller, the Mortgagor, or anyone on behalf of the Mortgagor, (b) paid by any source other than the Mortgagor or (c) contains any other similar provisions which may constitute a “buydown” provision. The Mortgage Loan is not a graduated payment mortgage loan and the Mortgage Loan does not have a shared appreciation or other contingent interest feature;

ee) Construction; Exchange. No Mortgage Loan was made solely in connection with (a) the construction or rehabilitation of a Mortgaged Property or (b) facilitating the trade-in or exchange of a Mortgaged Property.

ff) Investment. Countrywide has no knowledge of any circumstances or condition with respect to the Mortgage, the Mortgaged Property, the Mortgagor, or the Mortgagor’s credit standing that can reasonably be expected to cause the Mortgage Loan to be an unacceptable investment, cause the Mortgage Loan to become delinquent, or materially and adversely affect the value of the Mortgage Loan.

gg) Accrual Method. Interest on each Mortgage Loan is calculated on the basis of a 360-day year consisting of twelve 30-day months; and

hh) Lending Practices. No predatory, abusive or deceptive lending practices, including, but not limited to, the extension of credit to the Mortgagor without regard

for the Mortgagor’s ability to repay the Mortgage Loan and the extension of credit to the Mortgagor which has no apparent benefit to the Mortgagor, were employed by the originator of the Mortgage Loan in connection with the origination of the Mortgage Loan;

ii) Prepayment Charges. Each Prepayment Charge or penalty with respect to any Mortgage Loan is permissible, enforceable and collectible under applicable federal, state and local law;

jj) No Adverse Selection. The Mortgage Loans were not selected from the outstanding one to four-family mortgage loans in Countrywide’s portfolio at the related Closing Date as to which the representations and warranties set forth in this Agreement could be made in a manner so as to affect adversely the interests of the Purchaser;

kk) Due on Sale. The Mortgage contains an enforceable provision for the acceleration of the payment of the unpaid principal balance of the Mortgage Loan in the event that the Mortgaged Property is sold or transferred without the prior written consent of the Mortgagee thereunder;

ll) Legal Capacity. To the best of Countrywide’s knowledge, all parties to the Mortgage Note and the Mortgage had legal capacity to enter into the Mortgage Loan and to execute and deliver the Mortgage Note and the Mortgage, and the Mortgage Note and the Mortgage have been duly and properly executed by such parties. The Mortgagor is a natural person;

mm) Doing Business. Countrywide is, and to the best of Countrywide’s knowledge, all parties which have had any interest in the Mortgage Loan, whether as mortgagee, assignee, able “doing business” and licensing requirements of the laws of the state wherein the Mortgaged Property is located;

nn) Interest Rates; Amortization. Except for a Mortgage Loan, the Monthly Payment of which consists of interest only for a specified period of time (and which Mortgage Loan is identified on the Mortgage Loan Schedule), principal payments on the Mortgage Loan commenced no more than sixty days after the proceeds of the Mortgage Loan were disbursed. The Mortgage Loan bears interest at the Mortgage Interest Rate. With respect to each Mortgage Loan other than an interest-only Mortgage Loan or Balloon Mortgage Loan, the Mortgage Note is payable on the first day of each month in Monthly Payments, which, in the case of a Fixed Rate Mortgage Loan, is sufficient to fully amortize the original principal balance over the original term thereof and to pay interest at the related Mortgage Interest Rate, and, in the case of an Adjustable Rate Mortgage Loan, is changed on each Adjustment Date and is sufficient to fully amortize the original principal balance over the original term thereof and to pay interest at the related Mortgage Interest Rate. With respect to each Mortgage Loan identified on the Mortgage Loan Schedule as an interest-only Mortgage Loan, the interest-only period shall not exceed the period specified on the Mortgage Loan Schedule and, following the expiration of such interest-only period, the remaining Monthly Payments shall be sufficient to fully amortize the original principal balance over the remaining term of the Mortgage Loan. With respect to each Balloon Mortgage Loan, the Mortgage Note requires Monthly Payments sufficient to fully

amortize the original principal balance over the original term thereof and to pay interest at the related Mortgage Interest Rate but requires a final Monthly Payment which is substantially greater than the penultimate Monthly Payment and sufficient to repay the remaining unpaid principal balance of the Balloon Mortgage Loan on the Due Date of such final Monthly Payment;

oo) Underwriting Standards. The Mortgage Loan was underwritten in accordance with the underwriting standards of Countrywide in effect at the time the Mortgage Loan was originated;

pp) Disclosures. The Mortgagor has received all disclosure materials required by applicable law with respect to the making of fixed rate mortgage loans in the case of Fixed Rate Mortgage Loans, and adjustable rate mortgage loans in the case of Adjustable Rate Mortgage Loans and rescission materials with respect to Refinanced Mortgage Loans, and such statement is and will remain in the Mortgage File;

qq) No Fraud. No error, omission, misrepresentation, fraud or similar occurrence with respect to a Mortgage Loan has taken place on the part of Countrywide or, to the best of Countrywide’s knowledge, any other person, including without limitation the Mortgagor, any appraiser, any builder or developer, or any other party involved in the origination of the Mortgage Loan or in the application of any insurance in relation to such Mortgage Loan;

rr) Condominiums; Planned Unit Developments. If the Residential Dwelling on the Mortgaged Property is a condominium unit or a unit in a planned unit development (other than a de minimis planned unit development) such condominium or planned unit development project meets the eligibility requirements of FNMA and FHLMC;

ss) No Credit Life. No Mortgagor was required to purchase any credit life, disability, accident or health insurance product as a condition of obtaining the extension of credit. No proceeds from any Mortgage Loan were used to purchase single premium credit insurance policies as a condition to closing such Mortgage Loan;

tt) Disclosure of Fees and Charges. All fees and charges (including finance charges), whether or not financed, assessed, collected or to be collected in connection with the origination and servicing of a Mortgage Loan, have been disclosed in writing to the Mortgagor in accordance with applicable state and federal law and regulation;

uu) Compliance with Consumer Credit Statutes. The Mortgage Loan complies with all applicable consumer credit statutes and regulations, including, without limitation, the respective Uniform Consumer Credit Code laws in effect in Colorado, Idaho, Indiana, Iowa, Kansas, Maine, Oklahoma, South Carolina, Utah and Wyoming, has been originated by a properly licensed entity, and in all other respects, complies with all of the material requirements of any such applicable laws;

vv) No Coops, Commercial Property or Mobile Homes. No Mortgage Loan is secured by cooperative housing, commercial property or mixed use property, and no Mortgage Loan is a manufactured or mobile home;

ww) Fair Credit Reporting. Countrywide has fully furnished and will continue to furnish, in accordance with the Fair Credit Reporting Act and its implementing regulations (the “FCRA”), accurate and complete information (i.e., favorable and unfavorable) on its Mortgagor credit files to Equifax, Experian, and Trans Union Credit Information Company (three of the credit repositories), on a monthly basis, and will fully furnish, in accordance with the FCRA, accurate and complete information (i.e., favorable and unfavorable) on its mortgagor credit files to Equifax, Experian, and Trans Union Credit Information Company, on a monthly basis;

xx) Privacy. With regard to each Mortgagor, Countrywide shall at all times comply with all laws and regulations regarding use, disclosure and safeguarding of any and all customer information, including without limitation the Gramm Xxxxx Xxxxxx Act, the Fair Credit Reporting Act and Regulation P. Countrywide has implemented or will implement appropriate measures designed to meet the objectives of the Interagency Guidelines Establishing Standards for Safeguarding Customer Information, 12 CFR Part 30 Appendix B, and has been and continues to be engaged in reviewing its information security program, training of staff, and testing of controls, systems and procedures as required by those guidelines;

yy) Anti-Money Laundering Laws. Countrywide has complied with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 (collectively, the “Anti-Money Laundering Laws”); Countrywide has established an anti-money laundering compliance program as required by the Anti-Money Laundering Laws, has conducted the requisite due diligence in connection with the origination of each Mortgage Loan for purposes of the Anti-Money Laundering Laws, including with respect to the legitimacy of the applicable Mortgagor and the origin of the assets used by the said Mortgagor to purchase the property in question, and maintains, and will maintain, sufficient information to identify the applicable Mortgagor for purposes of the Anti-Money Laundering Laws;

zz) OFAC. No Mortgage Loan is subject to nullification pursuant to Executive Order 13224, an no Mortgagor is subject to the provisions of such Executive Order;

aaa) MOM Loans; Assignments. With respect to each MOM Loan, a MIN has been assigned by MERS and such MIN is accurately provided on the Mortgage Loan Schedule. The related Assignment of Mortgage to MERS has been duly and properly recorded, or has been delivered for recording to the applicable recording office;

bbb) MOM Loans; No Notices of Liens. With respect to each MOM Loan, Countrywide has not received any notice of liens or legal actions with respect to such Mortgage Loan and no such notices have been electronically posted by MERS;

ccc) The Mortgage Note (or lost note affidavit with market standard indemnification), the Mortgage, the assignment of Mortgage and any other documents required to be delivered with respect to each Mortgage Loan have been delivered to the Purchaser all in compliance with the specific requirements of this Agreement. With respect to each Mortgage Loan, Countrywide is in possession of a complete Credit File except for such documents as have been delivered to the Purchaser or as otherwise permitted under this Agreement. No more than 2% of the related Mortgage Loan Package may consist of lost note affidavits in lieu of Mortgage Notes; and

ddd) Immediately prior to the payment of the Purchase Price for each Mortgage Loan, Countrywide was the owner of the related Mortgage and the indebtedness evidenced by the related Mortgage Note and upon the payment of the Purchase Price by the Purchaser, in the event that Countrywide or one of its affiliates retains record title, Countrywide or such affiliate shall retain such record title to each Mortgage, each related Mortgage Note and the related Mortgage Files with respect thereto in trust for the Purchaser as the owner thereof and only for the purpose of servicing and supervising or facilitating the servicing of each Mortgage Loan.

EXHIBIT B

Representation and Warranties with Respect to the Quicken Mortgage Loans

Except for “Mortgage Loans”, which shall mean the Quicken Mortgage Loans sold by the Seller to the Purchaser, all capitalized terms in this Exhibit B shall have the meanings ascribed to them in the Quicken Servicing Agreement.

(i) The information set forth in the related Mortgage Loan Schedule is complete, true and correct;

(ii) The Mortgage Loan is in compliance with all requirements set forth in the related Confirmation, and the characteristics of the related Mortgage Loan Package as set forth in the related Confirmation are true and correct;

(iii) All payments required to be made up to the close of business on the Closing Date for such Mortgage Loan under the terms of the Mortgage Note have been made. The Seller has not advanced funds, or induced, solicited or knowingly received any advance of funds from a party other than the owner of the related Mortgaged Property, directly or indirectly, for the payment of any amount required by the Mortgage Note or Mortgage; and there has been no delinquency, exclusive of any period of grace, in any payment by the Mortgagor thereunder since the origination of the Mortgage Loan;

(iv) There are no delinquent taxes, ground rents, water charges, sewer rents, assessments, insurance premiums, leasehold payments, including assessments payable in future installments or other outstanding charges affecting the related Mortgaged Property;

(v) The terms of the Mortgage Note and the Mortgage have not been impaired, waived, altered or modified in any respect, except by written instruments, recorded in the applicable public recording office or registered with the MERS System if necessary to maintain the lien priority of the Mortgage, and which have been delivered to the Purchaser or its designee; the substance of any such waiver, alteration or modification has been approved by the title insurer, to the extent required by the related policy, and is reflected on the related Mortgage Loan Schedule. No instrument of waiver, alteration or modification has been executed, and no Mortgagor has been released, in whole or in part, except in connection with an assumption agreement approved by the title insurer, to the extent required by the policy, and which assumption agreement has been delivered to the Purchaser or its designee and the terms of which are reflected in the related Mortgage Loan Schedule;

(vi) The Mortgage Note and the Mortgage are not subject to any right of rescission, set-off, counterclaim or defense, including the defense of usury, nor will the operation of any of the terms of the Mortgage Note and the Mortgage, or the exercise of any right thereunder, render the Mortgage unenforceable, in whole or in part, or subject to any right of rescission, set-off, counterclaim or defense, including the defense of usury

and no such right of rescission, set-off, counterclaim or defense has been asserted with respect thereto. Each Prepayment Charge or penalty with respect to any Mortgage Loan is permissible, enforceable and collectible under applicable federal, state and local law;

(vii) All buildings upon the Mortgaged Property are insured by an insurer acceptable to FNMA or FHLMC against loss by fire, hazards of extended coverage and such other hazards as are customary in the area where the Mortgaged Property is located, pursuant to insurance policies conforming to the requirements of FNMA or FHLMC. All such insurance policies contain a standard mortgagee clause naming the Seller, its successors and assigns as mortgagee and all premiums thereon have been paid. If the Mortgaged Property is in an area identified on a Flood Hazard Map or Flood Insurance Rate Map issued by the Federal Emergency Management Agency as having special flood hazards (and such flood insurance has been made available) a flood insurance policy meeting the requirements of the current guidelines of the Federal Insurance Administration is in effect which policy conforms to the requirements of FNMA or FHLMC. The Mortgage obligates the Mortgagor thereunder to maintain all such insurance at the Mortgagor’s cost and expense, and on the Mortgagor’s failure to do so, authorizes the holder of the Mortgage to maintain such insurance at Mortgagor’s cost and expense and to seek reimbursement therefor from the Mortgagor;

(viii) Any and all requirements of any federal, state or local law including, without limitation, usury, truth in lending, real estate settlement procedures, predatory and abusive lending, consumer credit protection, equal credit opportunity, fair housing or disclosure laws applicable to the origination and servicing of mortgage loans of a type similar to the Mortgage Loans have been complied with;

(ix) The Mortgage has not been satisfied, cancelled, subordinated or rescinded, in whole or in part, and the Mortgaged Property has not been released from the lien of the Mortgage, in whole or in part, nor has any instrument been executed that would effect any such satisfaction, cancellation, subordination, rescission or release;

(x) The Mortgage is a valid, existing and enforceable first or second (as indicated on the Mortgage Loan Schedule) lien on the Mortgaged Property, including all improvements on the Mortgaged Property subject only to (a) the lien of current real property taxes and assessments not yet due and payable, (b) covenants, conditions and restrictions, rights of way, easements and other matters of the public record as of the date of recording being acceptable to mortgage lending institutions generally and specifically referred to in the lender’s title insurance policy delivered to the originator of the Mortgage Loan and which do not adversely affect the Appraised Value of the Mortgaged Property, (c) to the extent the Mortgage Loan is a second lien Mortgage Loan, the related first lien on the Mortgaged Property; and (d) other matters to which like properties are commonly subject which do not materially interfere with the benefits of the security intended to be provided by the Mortgage or the use, enjoyment, value or marketability of the related Mortgaged Property. Any security agreement, chattel mortgage or equivalent document related to and delivered in connection with the Mortgage Loan establishes and creates a valid, existing and enforceable first or second (as indicated on the Mortgage Loan Schedule) lien and first or second (as indicated on the Mortgage Loan Schedule)

priority security interest on the property described therein and the Seller has full right to sell and assign the same to the Purchaser. The Mortgaged Property was not, as of the date of origination of the Mortgage Loan, subject to a mortgage, deed of trust, deed to secure debt or other security instrument creating a lien subordinate to the lien of the Mortgage;

(xi) The Mortgage Note and the related Mortgage are genuine and each is the legal, valid and binding obligation of the maker thereof, enforceable in accordance with its terms except as such enforcement may be limited by bankruptcy;

(xii) All parties to the Mortgage Note and the Mortgage had legal capacity to enter into the Mortgage Loan and to execute and deliver the Mortgage Note and the Mortgage, and the Mortgage Note and the Mortgage have been duly and properly executed by such parties. The Mortgagor is a natural person;

(xiii) The proceeds of the Mortgage Loan have been fully disbursed to or for the account of the Mortgagor and there is no obligation for the Mortgagee to advance additional funds thereunder and any and all requirements as to completion of any on-site or off-site improvement and as to disbursements of any escrow funds therefor have been complied with. All costs, fees and expenses incurred in making or closing the Mortgage Loan and the recording of the Mortgage have been paid, and the Mortgagor is not entitled to any refund of any amounts paid or due to the Mortgagee pursuant to the Mortgage Note or Mortgage;

(xiv) The Seller is the sole legal, beneficial and equitable owner of the Mortgage Note and the Mortgage and has full right to transfer and sell the Mortgage Loan to the Purchaser free and clear of any encumbrance, equity, lien, pledge, charge, claim or security interest;

(xv) All parties which have had any interest in the Mortgage Loan, whether as mortgagee, assignee, pledgee or otherwise, are (or, during the period in which they held and disposed of such interest, were) in material compliance with any and all applicable “doing business” and licensing requirements of the laws of the state wherein the Mortgaged Property is located (or were otherwise exempt from such requirements under applicable law);

(xvi) The Mortgage Loan is covered by an American Land Title Association (“ALTA”) lender’s title insurance policy (which, in the case of an Adjustable Rate Mortgage Loan has an adjustable rate mortgage endorsement in the form of ALTA 6.0 or 6.1) acceptable to FNMA or FHLMC, issued by a title insurer acceptable to FNMA or FHLMC and qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring (subject to the exceptions contained in (x)(a) and (b) above) the Seller, its successors and assigns as to the first or second (as indicated on the Mortgage Loan Schedule) priority lien of the Mortgage in the original principal amount of the Mortgage Loan and, with respect to any Adjustable Rate Mortgage Loan, against any loss by reason of the invalidity or unenforceability of the lien resulting from the provisions of the Mortgage providing for adjustment in the Mortgage Interest Rate and Monthly Payment. Additionally, such lender’s title insurance policy affirmatively insures ingress

and egress to and from the Mortgaged Property, and against encroachments by or upon the Mortgaged Property or any interest therein. The Seller is the sole insured of such lender’s title insurance policy, and such lender’s title insurance policy is in full force and effect and will be in full force and effect upon the consummation of the transactions contemplated by this Agreement. No claims have been made under such lender’s title insurance policy, and no prior holder of the related Mortgage, including the Seller, has done, by act or omission, anything which would impair the coverage of such lender’s title insurance policy;

(xvii) There is no default, breach, violation or event of acceleration existing under the Mortgage or the Mortgage Note and no event which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a default, breach, violation or event of acceleration, and the Seller has not waived any default, breach, violation or event of acceleration. With respect to each second lien mortgage loan (i) the first lien mortgage loan is in full force and effect, (ii) there is no default, breach, violation or event of acceleration existing under such first lien mortgage or the related mortgage note, (iii) no event which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a default, breach, violation or event of acceleration thereunder, and either (A) the first lien mortgage contains a provision which allows or (B) applicable law requires, the mortgagee under the second lien Mortgage Loan to receive notice of, and affords such mortgagee an opportunity to cure any default by payment in full or otherwise under the first lien mortgage;

(xviii) There are no mechanics’ or similar liens or claims which have been filed for work, labor or material (and no rights are outstanding that under law could give rise to such lien) affecting the related Mortgaged Property which are or may be liens prior to, or equal or coordinate with, the lien of the related Mortgage;

(xix) All improvements which were considered in determining the Appraised Value of the related Mortgaged Property lay wholly within the boundaries and building restriction lines of the Mortgaged Property, and no improvements on adjoining properties encroach upon the Mortgaged Property;

(xx) As of the origination of the Mortgage Loan, no improvement located on the Mortgaged Property was in violation of any applicable zoning or subdivision laws or ordinances;

(xxi) The Mortgage Loan was originated by the Seller or by a savings and loan association, a savings bank, a commercial bank, credit union, insurance company or similar institution which is supervised and examined by a federal or state authority, or by a mortgagee approved as such by the Secretary of HUD pursuant to Section 203 and 211 of the National Housing Act;

(xxii) Principal payments on the Mortgage Loan commenced no more than sixty days after the proceeds of the Mortgage Loan were disbursed. The Mortgage Loan bears interest at the Mortgage Interest Rate. With respect to each Mortgage Loan,

the Mortgage Note is payable on the first day of each month in Monthly Payments, which, other than with respect to a Balloon Mortgage Loan, in the case of a Fixed Rate Mortgage Loans, are sufficient to fully amortize the original principal balance over the original term thereof and to pay interest at the related Mortgage Interest Rate, and, in the case of an Adjustable Rate Mortgage Loan, are changed on each Adjustment Date, and in any case, are sufficient to fully amortize the original principal balance over the original term thereof and to pay interest at the related Mortgage Interest Rate. The Index for each Adjustable Rate Mortgage Loan is as defined in the related Confirmation. With respect to each Balloon Mortgage Loan, the Mortgage Note requires a monthly payment which is sufficient to fully amortize the original principal balance over the original term thereof and to pay interest at the related Mortgage Interest Rate and requires a final Monthly Payment substantially greater than the preceding monthly payment which is sufficient to repay the remained unpaid principal balance of the Balloon Mortgage Loan as of the Due Date of such monthly payment. The Mortgage Note does not permit negative amortization. No Mortgage Loan is a Convertible Mortgage Loan;

(xxiii) The origination and collection practices used by the Seller with respect to each Mortgage Note and Mortgage have been in all respects legal, proper, prudent and customary in the mortgage origination and servicing industry. The Mortgage Loan has been serviced by the Seller and any predecessor servicer in accordance with the terms of the Mortgage Note. With respect to escrow deposits and Escrow Payments, if any, all such payments are in the possession of, or under the control of, the Seller and there exist no deficiencies in connection therewith for which customary arrangements for repayment thereof have not been made. No escrow deposits or Escrow Payments or other charges or payments due the Seller have been capitalized under any Mortgage or the related Mortgage Note and no such escrow deposits or Escrow Payments are being held by the Seller for any work on a Mortgaged Property which has not been completed;

(xxiv) The Mortgaged Property is in good repair and is free of damage and waste and there is no proceeding pending for the total or partial condemnation thereof;

(xxv) The Mortgage and related Mortgage Note contain customary and enforceable provisions such as to render the rights and remedies of the holder thereof adequate for the realization against the Mortgaged Property of the benefits of the security provided thereby, including, (a) in the case of a Mortgage designated as a deed of trust, by trustee’s sale, and (b) otherwise by judicial foreclosure. The Mortgaged Property has not been subject to any bankruptcy proceeding or foreclosure proceeding and the Mortgagor has not filed for protection under applicable bankruptcy laws. There is no homestead or other exemption available to the Mortgagor which would interfere with the right to sell the Mortgaged Property at a trustee’s sale or the right to foreclose the Mortgage. The Mortgagor has not notified the Seller and the Seller has no knowledge of any relief requested or allowed to the Mortgagor under the Servicemembers’ Civil Relief Act;

(xxvi) The Mortgage Loan was underwritten in accordance with the underwriting standards of the Seller in effect at the time the Mortgage Loan was

originated which underwriting standards satisfy the standards of FNMA or FHLMC; and the Mortgage Note and Mortgage are on forms acceptable to FNMA or FHLMC;

(xxvii) The Mortgage Note is not and has not been secured by any collateral except the lien of the corresponding Mortgage on the Mortgaged Property and the security interest of any applicable security agreement or chattel mortgage referred to in (xi) above;

(xxviii) The Mortgage File contains an appraisal of the related Mortgaged Property which satisfied the standards of FNMA or FHLMC, was on appraisal form 1004 or form 2055 with an interior inspection with respect to each first lien Mortgage Loan, and on appraisal form 704, 2065 or 2055 with an exterior inspection with respect to each second lien Mortgage Loan, and was made and signed, prior to the approval of the Mortgage Loan application, by a qualified appraiser, duly appointed by the Seller, who had no interest, direct or indirect in the Mortgaged Property or in any loan made on the security thereof, whose compensation is not affected by the approval or disapproval of the Mortgage Loan and who met the minimum qualifications of FNMA or FHLMC. Each appraisal of the Mortgage Loan was made in accordance with the relevant provisions of the Financial Institutions Reform, Recovery, and Enforcement Act of 1989;

(xxix) In the event the Mortgage constitutes a deed of trust, a trustee, duly qualified under applicable law to serve as such, has been properly designated and currently so serves and is named in the Mortgage, and no fees or expenses are or will become payable by the Purchaser to the trustee under the deed of trust, except in connection with a trustee’s sale after default by the Mortgagor;

(xxx) No Mortgage Loan contains provisions pursuant to which Monthly Payments are (a) paid or partially paid with funds deposited in any separate account established by the Seller, the Mortgagor, or anyone on behalf of the Mortgagor, (b) paid by any source other than the Mortgagor or (c) contains any other similar provisions which may constitute a “buydown” provision. The Mortgage Loan is not a graduated payment mortgage loan and the Mortgage Loan does not have a shared appreciation or other contingent interest feature;

(xxxi) The Mortgagor has executed a statement to the effect that the Mortgagor has received all disclosure materials required by applicable law with respect to the making of fixed rate mortgage loans in the case of Fixed Rate Mortgage Loans, and adjustable rate mortgage loans in the case of Adjustable Rate Mortgage Loans and rescission materials with respect to Refinanced Mortgage Loans, and such statement is and will remain in the Mortgage File;

(xxxii) No Mortgage Loan was made in connection with (a) the construction or rehabilitation of a Mortgaged Property or (b) facilitating the trade-in or exchange of a Mortgaged Property;

(xxxiii)  The Seller has no knowledge of any circumstances or condition with respect to the Mortgage, the Mortgaged Property, the Mortgagor or the Mortgagor’s

credit standing that can reasonably be expected to cause the Mortgage Loan to be an unacceptable investment, cause the Mortgage Loan to become delinquent, or adversely affect the value of the Mortgage Loan;

(xxxiv) No Mortgage Loan had an LTV or a CLTV at origination in excess of 100%. Each Mortgage Loan with an LTV or CLTV at origination in excess of 80% is and will be subject to a Primary Insurance Policy, issued by a Qualified Insurer, which insures that portion of the Mortgage Loan in excess of the portion of the Appraised Value of the Mortgaged Property required by FNMA. All provisions of such Primary Insurance Policy have been and are being complied with, such policy is in full force and effect, and all premiums due thereunder have been paid. Any Mortgage subject to any such Primary Insurance Policy obligates the Mortgagor thereunder to maintain such insurance and to pay all premiums and charges in connection therewith. The Mortgage Interest Rate for the Mortgage Loan does not include any such insurance premium;

(xxxv)  The Mortgaged Property is, to the best of the Seller’s knowledge, lawfully occupied under applicable law; all inspections, licenses and certificates required to be made or issued with respect to all occupied portions of the Mortgaged Property and, with respect to the use and occupancy of the same, including but not limited to certificates of occupancy, have been made or obtained from the appropriate authorities;

(xxxvi)  No error, omission, misrepresentation, negligence, fraud or similar occurrence with respect to a Mortgage Loan has taken place on the part of any person, including without limitation the Mortgagor, any appraiser, any builder or developer, or any other party involved in the origination of the Mortgage Loan or in the application of any insurance in relation to such Mortgage Loan;

(xxxvii) For each Mortgage Loan that is not a MOM Loan, the Assignment of Mortgage is in recordable form except for the name of the assignee which is blank and is acceptable for recording under the laws of the jurisdiction in which the Mortgaged Property is located. The original Mortgage was or is being recorded and, unless the Mortgage Loan is subject to the MERS System, all subsequent assignments of the original Mortgage (other than the assignment to Purchaser) have been recorded in the appropriate jurisdiction wherein such recordation is necessary to perfect the lien thereof against creditors of Seller, or is in the process of being recorded.

(xxxviii) Any principal advances made to the Mortgagor prior to the Cut-off Date have been consolidated with the outstanding principal amount secured by the Mortgage, and the secured principal amount, as consolidated, bears a single interest rate and single repayment term. The lien of the Mortgage securing the consolidated principal amount is expressly insured as having first or second lien priority by a title insurance policy or an endorsement to the policy insuring the mortgagee’s consolidated interest. The consolidated principal amount does not exceed the original principal amount of the Mortgage Loan;

(xxxix) Unless otherwise set forth on the related Mortgage Loan Schedule, no Mortgage Loan has a balloon payment feature;

(xl) If the Residential Dwelling on the Mortgaged Property is a condominium unit or a unit in a planned unit development (other than a de minimis planned unit development) such condominium or planned unit development project meets the eligibility requirements of FNMA or FHLMC;

(xli) The source of the down payment with respect to each Mortgage Loan has been fully verified by the Seller;

(xlii) Interest on each Mortgage Loan is calculated on the basis of a 360 day year consisting of twelve 30 day months;

(xliii) The Mortgaged Property is in material compliance with all applicable environmental laws pertaining to environmental hazards including, without limitation, asbestos, and neither the Seller nor, to the Seller’s knowledge, the related Mortgagor, has received any notice of any violation or potential violation of such law;

(xliv) Seller shall, at its own expense, cause each Mortgage Loan to be covered by a Tax Service Contract which is assignable to the Purchaser or its designee; provided however, that if the Seller fails to purchase such Tax Service Contract, the Seller shall be required to reimburse the Purchaser for all costs and expenses incurred by the Purchaser in connection with the purchase of any such Tax Service Contract;

(xlv) Each Mortgage Loan is covered by a Flood Zone Service Contract which is assignable to the Purchaser or its designee or, for each Mortgage Loan not covered by such Flood Zone Service Contract, the Seller agrees to purchase such Flood Zone Service Contract;

(xlvi) No Mortgage Loan is (a) subject to the provisions of the Homeownership and Equity Protection Act of 1994 as amended (“HOEPA”), (b) a “high cost” mortgage loan, “covered” mortgage loan or “predatory” mortgage loan or any other comparable term, no matter how defined under any federal, state or local law, (c) subject to any comparable federal, state or local statutes or regulations, or any other statute or regulation providing for heightened regulatory scrutiny or assignee liability to holders of such mortgage loans, or (d) a High Cost Loan or Covered Loan, as applicable (as such terms are defined in the current Standard & Poor’s LEVELS® Glossary Revised, Appendix E);

(xlvii) No predatory or deceptive lending practices, including but not limited to, the extension of credit to a mortgagor without regard for the mortgagor’s ability to repay the Mortgage Loan and the extension of credit to a mortgagor which has no apparent benefit to the mortgagor, were employed in connection with the origination of the Mortgage Loan. Each Mortgage Loan is in compliance with the anti-predatory lending eligibility for purchase requirements of the FNMA Guides;

(xlviii) The debt-to-income ratio of the related Mortgagor was not greater than 60% at the origination of the related Mortgage Loan;

(xlix) No Mortgagor was required to purchase any single premium credit insurance policy (e.g., life, disability, accident, unemployment, or health insurance product) or debt cancellation agreement as a condition of obtaining the extension of credit. No Mortgagor obtained a prepaid single premium credit insurance policy (e.g., life, disability, accident, unemployment, mortgage, or health insurance) in connection with the origination of the Mortgage Loan. No proceeds from any Mortgage Loan were used to purchase single premium credit insurance policies or debt cancellation agreements as part of the origination of, or as a condition to closing, such Mortgage Loan;

(l) The Mortgage Loans were not selected from the outstanding one to four-family mortgage loans in the Seller’s portfolio at the related Closing Date as to which the representations and warranties set forth in this Agreement could be made in a manner so as to affect adversely the interests of the Purchaser;

(li) The Mortgage contains an enforceable provision for the acceleration of the payment of the unpaid principal balance of the Mortgage Loan in the event that the Mortgaged Property is sold or transferred without the prior written consent of the mortgagee thereunder;

(lii) The Mortgage Loan complies with all applicable consumer credit statutes and regulations, including, without limitation, the respective Uniform Consumer Credit Code laws in effect in Colorado, Idaho, Indiana, Iowa, Kansas, Maine, Oklahoma, South Carolina, Utah and Wyoming (to the extent that the related Mortgaged Property is located in such state), has been originated by a properly licensed entity, and in all other respects, complies with all of the material requirements of any such applicable laws;

(liii) The information set forth in the Prepayment Charge Schedule is complete, true and correct in all material respects and each Prepayment Charge is permissible, enforceable and collectable under applicable federal and state law;

(liv) The Mortgage Loan was not prepaid in full prior to the Closing Date and the Seller has not received notification from a Mortgagor that a prepayment in full shall be made after the Closing Date;

(lv) No Mortgage Loan is secured by cooperative housing, commercial property, mobile homes, manufactured housing or mixed use property;

(lvi) Except as set forth on the related Mortgage Loan Schedule, none of the Mortgage Loans are subject to a Prepayment Charge. For any Mortgage Loan originated prior to October 1, 2002 that is subject to a Prepayment Charge, such Prepayment Charge does not extend beyond five years after the date of origination. For any Mortgage Loan originated on or following October 1, 2002 that is subject to a Prepayment Charge, such Prepayment Charge does not extend beyond three years after the date of origination. With respect to any Mortgage Loan that contains a provision

permitting imposition of a Prepayment Charge upon a prepayment prior to maturity: (i) prior to the Mortgage Loan’s origination, the Mortgagor agreed to such Prepayment Charge in exchange for a monetary benefit, including but not limited to a rate or fee reduction, (ii) prior to the Mortgage Loan’s origination, the Mortgagor was offered the option of obtaining a Mortgage Loan that did not require payment of such a Prepayment Charge, (iii) the Prepayment Charge is disclosed to the Mortgagor in the loan documents pursuant to applicable state and federal law, (v) for Mortgage Loans originated on or after September 1, 2004, the duration of the Prepayment Period shall not exceed three (3) years from the date of the Mortgage Note, unless the Mortgage Loan was modified to reduce the prepayment period to no more than three years from the date of the Mortgage Note and the Mortgagor was notified in writing of such reduction in prepayment period, and (v) notwithstanding any state or federal law to the contrary, the Seller shall not impose such Prepayment Charge in any instance when the mortgage debt is accelerated as the result of the Mortgagor’s default in making the loan payments;

(lvii) The Seller has complied with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 (collectively, the “Anti-Money Laundering Laws”); the Seller has established an anti-money laundering compliance program as required by the Anti-Money Laundering Laws, has conducted the requisite due diligence in connection with the origination of each Mortgage Loan for purposes of the Anti-Money Laundering Laws, including with respect to the legitimacy of the applicable Mortgagor and the origin of the assets used by the said Mortgagor to purchase the property in question, and maintains, and will maintain, sufficient information to identify the applicable Mortgagor for purposes of the Anti-Money Laundering Laws. No Mortgage Loan is subject to nullification pursuant to Executive Order 13224 (the “Executive Order”) or the regulations promulgated by the Office of Foreign Assets Control of the United States Department of the Treasury (the “OFAC Regulations”) or in violation of the Executive Order or the OFAC Regulations, and no Mortgagor is subject to the provisions of such Executive Order or the OFAC Regulations nor listed as a “blocked person” for purposes of the OFAC Regulations;

(lviii) No Mortgage Loan is secured by real property or secured by a manufactured home located in the state of Georgia unless (x) such Mortgage Loan was originated prior to October 1, 2002 or after March 6, 2003, or (y) the property securing the Mortgage Loan is not, nor will be, occupied by the Mortgagor as the Mortgagor’s principal dwelling. No Mortgage Loan is a “High Cost Home Loan” as defined in the Georgia Fair Lending Act, as amended (the “Georgia Act”) or the New York Banking Law 6-1. Each Mortgage Loan that is a “Home Loan” under the Georgia Act complies with all applicable provisions of the Georgia Act. No Mortgage Loan secured by owner occupied real property or an owner occupied manufactured home located in the State of Georgia was originated (or modified) on or after October 1, 2002 through and including March 6, 2003;

(lix) No Mortgagor was encouraged or required to select a Mortgage Loan product offered by the Mortgage Loan’s originator which is a higher cost product designed for less creditworthy borrowers, unless at the time of the Mortgage Loan’s origination, such Mortgagor did not qualify taking into account credit history and debt to

income ratios for a lower cost credit product then offered by the Mortgage Loan’s originator or any affiliate of the Mortgage Loan’s originator. If, at the time of loan application, the Mortgagor may have qualified for a for a lower cost credit product then offered by any mortgage lending affiliate of the Mortgage Loan’s originator, the Mortgage Loan’s originator referred the Mortgagor’s application to such affiliate for underwriting consideration;

(lx) The methodology used in underwriting the extension of credit for each Mortgage Loan employs objective mathematical principles which relate the Mortgagor’s income, assets and liabilities to the proposed payment and such underwriting methodology does not rely on the extent of the Mortgagor’s equity in the collateral as the principal determining factor in approving such credit extension. Such underwriting methodology confirmed that at the time of origination (application/approval) the Mortgagor had a reasonable ability to make timely payments on the Mortgage Loan;

(lxi) With respect to each Mortgage Loan, the Seller has fully and accurately furnished complete information on the related borrower credit files to Equifax, Experian and Trans Union Credit Information Company, in accordance with the Fair Credit Reporting Act and its implementing regulations, on a monthly basis and the Seller for each Loan will furnish, in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information on its borrower credit files to Equifax, Experian, and Trans Union Credit Information Company, on a monthly basis;

(lxii) All points and fees related to each Mortgage Loan were disclosed in writing to the related Borrower in accordance with applicable state and federal law and regulation. Except in the case of a Mortgage Loan in an original principal amount of less than $60,000 which would have resulted in an unprofitable origination, no related Borrower was charged “points and fees” (whether or not financed) in an amount greater than 5% of the principal amount of such loan, such 5% limitation is calculated in accordance with Xxxxxx Mae’s anti-predatory lending requirements as set forth in the Xxxxxx Mae Selling Guide;

(lxiii) All fees and charges (including finance charges) and whether or not financed, assessed, collected or to be collected in connection with the origination and servicing of each Mortgage Loan has been disclosed in writing to the Mortgagor in accordance with applicable state and federal law and regulation;

(lxiv) The Seller will transmit full-file credit reporting data for each Mortgage Loan pursuant to Xxxxxx Xxx Guide Announcement 95-19 and for each Mortgage Loan, Seller agrees it shall report one of the following statuses each month as follows: new origination, current, delinquent (30-, 60-, 90-days, etc.), foreclosed, or charged-off;

(lxv) No Mortgage Loan is a “High Cost Home Loan” as defined in the Arkansas Home Loan Protection Act effective October 16, 2003 (Act 1340 or 2003);

(lxvi) No Mortgage Loan is a “High Cost Home Loan” as defined in the Kentucky high-cost loan statute effective June 24, 2003 (Ky. Rev. Stat. Section 360.100);

(lxvii) No Mortgage Loan secured by property located in the State of Nevada is a “home loan” as defined in the Nevada Assembly Xxxx No. 284;

(lxviii) No Mortgage Loan is a “manufactured housing loan” or “home improvement home loan” pursuant to the New Jersey Home Ownership Act. No Mortgage Loan is a “High-Cost Home Loan” or a refinanced “Covered Home Loan,” in each case, as defined in the New Jersey Home Ownership Act effective November 27, 2003 (N.J.S.A. 46;10B-22 et seq.);

(lxix) Each Mortgage Loan constitutes a “qualified mortgage” under Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1);

(lxx) No Mortgage Loan is a subsection 10 mortgage under the Oklahoma Home Ownership and Equity protection Act;

(lxxi) No Mortgage Loan is a “High-Cost Home Loan” as defined in the New Mexico Home Loan Protection Act effective January 1, 2004 (N.M. Stat. Xxx. §§ 58-21A-1 et seq.);

(lxxii) No Mortgage Loan is a “High-Risk Home Loan” as defined in the Illinois High-Risk Home Loan Act effective January 1, 2004 (815 Ill. Comp. Stat. 137/1 et seq.);

(lxxiii)    No Mortgage Loan originated in the City of Los Angeles is subject to the City of Los Angeles California Ordinance 175008 as a “home loan”

(lxxiv)  No Mortgage Loan originated in the City of Oakland is subject to the City of Oakland, California Ordinance 12361 as a “home loan”

(lxxv)  No Mortgage Loan is a “High-Cost Home Loan” as defined under the Maine House Xxxx 383 X.X. 494, effective as of September 13, 2003;

(lxxvi)  No Mortgage Loan is a “High-Cost Home Mortgage Loan” as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 5, 2004 (Mass. Xxx. Laws Ch. 183C);

(lxxvii)   With respect to any Mortgage Loan for which a mortgage loan application was submitted by the Mortgagor after April 1, 2004, no such Mortgage Loan secured by Mortgaged Property in the State of Illinois which has a Mortgage Interest Rate in excess of 8.0% per annum has lender-imposed fees (or other charges) in excess of 3.0% of the original principal balance of the Mortgage Loan.

(lxxviii) With respect to each MOM Loan, a MIN has been assigned by MERS and such MIN is accurately provided on the Mortgage Loan Schedule. The

related Assignment of Mortgage to MERS has been duly and properly recorded, or has been delivered for recording to the applicable recording office;

(lxxix) With respect to each MERS Mortgage Loan, Seller has not received any notice of liens or legal actions with respect to such Mortgage Loan and no such notices have been electronically posted by MERS;

(lxxx) No Mortgagor agreed to submit to arbitration to resolve any dispute arising out of or relating in any way to the Mortgage Loan transaction, and with respect to any Mortgage Loan originated on or after August 1, 2004, neither the Mortgage nor the Mortgage Note requires the Mortgagor to submit to arbitration to resolve any dispute arising out of or relating in any way to the origination of the Mortgage Loan;

(lxxxi) Each Mortgage Loan is eligible for sale in the secondary market or for inclusion in a Pass-Through Transfer without unreasonable credit enhancement;

(lxxxii)  With respect to each Mortgage Loan, (i) if the related first lien provides for negative amortization, the CLTV was calculated at the maximum principal balance of such first lien that could result upon application of such negative amortization feature, and (ii) either no consent for the Mortgage Loan is required by the holder of the first lien or such consent has been obtained and is contained in the Mortgage File;

(lxxxiii) Each Imaged Document represents a true, complete, and correct copy of the Original Document in all respects, including, but not limited to, all signatures conforming with signatures contained in the Original Document, no information having been added or deleted, and no Imaged Document having been manipulated or altered in any manner. Each Imaged Document is clear and legible, including, but not limited to, accurate reproductions of photographs. No Original Documents have been or will be altered in any manner;

(lxxxiv) The destruction of any Original Document or the inability of the Seller to produce a copy of such Original Document upon request shall not cause (i) any delay in the enforcement of the Mortgage Loan, (ii) any inability to collect all amounts due under the Mortgage Loan, including without limitation, in connection with a foreclosure or other sale of the Mortgaged Property, (iii) private institutional investors to regard the Mortgage Loan as an unacceptable investment or adversely affect the value or marketability of the Mortgage Loan, or (iv) any claims from holders of mortgage-backed securities collateralized by the Mortgage Loan.;

(lxxxv)   With respect to each Mortgage Loan that is 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 by a fee interest in such Mortgaged Property:

(a) The Mortgagor is the owner of a valid and subsisting interest as tenant under the Ground Lease;

(b) The Ground Lease is in full force and effect, unmodified and not supplemented by any writing or otherwise;

(c) The Mortgagor is not in default under any of the terms thereof and there are no circumstances which, with the passage of time or the giving of notice or both, would constitute an event of default thereunder;

(d) 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;

(e) The term of the Ground Lease exceeds the maturity date of the related Mortgage Loan by at least ten years;

(f) The Ground Lease or a memorandum thereof has been recorded and by its terms permits the leasehold estate to be mortgaged. The Ground Lease grants any leasehold mortgagee standard protection necessary to protect the security of a leasehold mortgagee;

(g) 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;

(h) 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;

(i) 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;

(j) The Mortgagor has not commenced any action or given or received any notice for the purpose of terminating the Ground Lease;

(k) No lessor, as debtor in possession or by a trustee for such lessor has give any notice of, and the Mortgagor has not consented to, any attempt to transfer the related Mortgaged Property free and clear of such Ground Lease under section 363(f) of the Bankruptcy Code; and

(l) No lessor is subject to any voluntary or involuntary bankruptcy, reorganization or insolvency proceeding and no Mortgaged Property is an asset in any voluntary or involuntary bankruptcy, reorganization or insolvency proceeding.

(lxxxvi) No Mortgage Loan is a “High-Cost Home Mortgage Loan” as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Xxx. Laws Ch. 183C);

(lxxxvii) No Mortgage Loan is a balloon mortgage loan that has an original stated maturity of less than seven (7) years; and

(lxxxviii) No Mortgage Loan is subject to mandatory arbitration except when the terms of the arbitration also contain a waiver provision that provides that in the event of a sale or transfer of the Mortgage Loan or interest in the Mortgage Loan to Xxxxxx Mae, the terms of the arbitration are null and void. The Seller hereby covenants that the Seller or the servicer of the Mortgage Loan, as applicable, will notify the Mortgagor in writing within 60 days of the sale or transfer of the Mortgage Loan to Xxxxxx Xxx that the terms of the arbitration are null and void.

EXHIBIT C

Representation and Warranties with Respect to the National City Mortgage Loans

Except for “Mortgage Loans”, which shall mean the National City Mortgage Loans sold by the Seller to the Purchaser, all capitalized terms in this Exhibit C shall have the meanings ascribed to them in the National City Servicing Agreement.

(a) Mortgage Loans as Described. The information set forth in the related Mortgage Loan Schedule is complete, true and correct;

(b) Payments Current. All payments required to be made up to the related Closing Date for the Mortgage Loan under the terms of the Mortgage Note have been made and credited. No payment required under the Mortgage Loan has been 30 or more days delinquent at any time in the past 12 months preceding the related Closing Date. The first two Monthly Payments shall be made with respect to the Mortgage Loan within the month in which it is due, all in accordance with the terms of the related Mortgage Note;

(c) No Outstanding Charges. There are no defaults in complying with the terms of the Mortgages, and all taxes, governmental assessments, insurance premiums, ground rents, leasehold payments, water, sewer and municipal charges, leasehold payments or ground rents which previously became due and owing have been paid, or an escrow of funds has been established in an amount sufficient to pay for every such item which remains unpaid and which has been assessed but is not yet due and payable. The Company has not advanced funds, or induced, solicited or knowingly received any advance of funds by a party other than the Mortgagor, directly or indirectly, for the payment of any amount required under the Mortgage Loan, except for interest accruing from the date of the Mortgage Note or date of disbursement of the Mortgage Loan proceeds, whichever is greater, to the day which precedes by one month the Due Date of the first installment of principal and interest;

(d) Original Terms Unmodified. The terms of the Mortgage Note and Mortgage have not been impaired, waived, altered or modified in any respect, except by a written instrument which has been recorded, if necessary to protect the interests of the Purchaser and which has been delivered to the Custodian. The substance of any such waiver, alteration or modification has been approved by the issuer of any related PMI Policy and the title insurer, to the extent required by the policy, and its terms are reflected on the related Mortgage Loan Schedule. No instrument of waiver, alteration or modification has been executed, and no Mortgagor has been released, in whole or in part, except in connection with an assumption agreement approved by the issuer of any related PMI Policy and the title insurer, to the extent required by the policy, and which assumption agreement is part of the Mortgage Loan File delivered to the Custodian and the terms of which are reflected in the related Mortgage Loan Schedule;

(e) No Defenses. The Mortgage Loan is not subject to any right of rescission, set-off, counterclaim or defense, including without limitation the defense of usury, nor will the operation of any of the terms of the Mortgage Note or the Mortgage, or the exercise of any right thereunder, render either the Mortgage Note or the Mortgage unenforceable, in whole or in part, or subject to any right of rescission, set-off, counterclaim or defense, including without limitation the defense of usury, and no such right of rescission, set-off, counterclaim or defense has been asserted with respect thereto, and no Mortgagor was a debtor in any state or federal bankruptcy or insolvency proceeding at the time the Mortgage Loan was originated;

(f) Hazard Insurance. All buildings or other improvements upon the Mortgaged Property are insured by a generally acceptable insurer against loss by fire, hazards of extended coverage and such other hazards as are customary in the area where the Mortgaged Property is located pursuant to insurance policies conforming to the requirements of Section 4.10. If the Mortgaged Property is in an area identified in the Federal Register by the Federal Emergency Management Agency as having special flood hazards (and such flood insurance has been made available) a flood insurance policy meeting the requirements of the current guidelines of the Federal Flood Insurance Administration is in effect which policy conforms to the requirements of Section 4.10. All individual insurance policies contain a standard mortgagee clause naming the Company and its successors and assigns as mortgagee, and all premiums thereon have been paid. The Mortgage obligates the Mortgagor thereunder to maintain the hazard insurance policy at the Mortgagor’s cost and expense, and on the Mortgagor’s failure to do so, authorizes the holder of the Mortgage to obtain and maintain such insurance at such Mortgagor’s cost and expense, and to seek reimbursement therefor from the Mortgagor. Where required by state law or regulation, the Mortgagor has been given an opportunity to choose the carrier of the required hazard insurance, provided the policy is not a “master” or “blanket” hazard insurance policy covering the common facilities of a planned unit development. The hazard insurance policy is the valid and binding obligation of the insurer, is in full force and effect, and will be in full force and effect and inure to the benefit of the Purchaser upon the consummation of the transactions contemplated by this Agreement. The Company has not engaged in, and has no knowledge of the Mortgagor, any Subservicer or any prior originator or subservicer having engaged in, any act or omission which would impair the coverage of any such policy, the benefits of the endorsement provided for herein, or the validity and binding effect of either, including without limitation, no unlawful fee, unlawful commission, unlawful kickback or other unlawful compensation or value of any kind has been or will be received, retained or realized by any attorney, firm or other person or entity, and no such unlawful items have been received, retained or realized by the Company;

(g) Compliance with Applicable Laws. Any and all requirements of any federal, state or local law including, without limitation, usury, truth-in-lending, predatory and abusive lending laws, real estate settlement procedures, consumer credit

protection, equal credit opportunity or disclosure laws applicable to the origination and servicing of the Mortgage Loan have been complied with, and the Company shall maintain in its possession, available for the Purchaser’s inspection, and shall deliver to the Purchaser upon demand, evidence of compliance with all such requirements;

(h) No Satisfaction of Mortgage. The Mortgage has not been satisfied, canceled, subordinated or rescinded, in whole or in part, and the Mortgaged Property has not been released from the lien of the Mortgage, in whole or in part, nor has any instrument been executed that would effect any such release, cancellation, subordination or rescission. The Company has not waived the performance by the Mortgagor of any action, if the Mortgagor’s failure to perform such action would cause the Mortgage Loan to be in default, nor has the Company waived any default resulting from any action or inaction by the Mortgagor;

(i) Location and Type of Mortgaged Property. The Mortgaged Property is a fee simple or leasehold property located in the state identified in the related Mortgage Loan Schedule and consists of a parcel of real property with a detached single family residence erected thereon, or a two- to four-family dwelling, or an individual condominium unit in a low-rise condominium project, or an individual unit in a planned unit development, provided, however, that any condominium project or planned unit development shall conform with the Company’s Underwriting Guidelines regarding such dwellings, and no residence or dwelling is a mobile home or a manufactured dwelling. No portion of the Mortgaged Property is used for commercial purposes;

(j) Valid First Lien. The Mortgage is a valid, subsisting, enforceable and perfected first lien on the Mortgaged Property, including all buildings and improvements on the Mortgaged Property, and all additions, alterations and replacements made at any time with respect to the foregoing. The lien of the Mortgage is subject only to:

(k) the lien of current real property taxes and assessments not yet due and payable;

(l) covenants, conditions and restrictions, rights of way, easements and other matters of the public record as of the date of recording acceptable to mortgage lending institutions generally and specifically referred to in the lender’s title insurance policy delivered to the originator of the Mortgage Loan and (i) referred to or to otherwise considered in the appraisal made for the originator of the Mortgage Loan or (ii) which do not adversely affect the Appraised Value of the Mortgaged Property set forth in such appraisal; and

(m) other matters to which like properties are commonly subject which do not materially interfere with the benefits of the security intended to be provided by the mortgage or the use, enjoyment, value or marketability of the related Mortgaged Property.

(n) Any security agreement, chattel mortgage or equivalent document related to and delivered in connection with the Mortgage Loan establishes and creates a valid, subsisting and enforceable first lien and first priority security interest on the property described therein and the Company has full right to sell and assign the same to the Purchaser. The Mortgaged Property was not, as of the date of origination of the Mortgage Loan, subject to a mortgage, deed of trust, deed to secured debt or other security instrument creating a lien subordinate to the lien of the Mortgage;

(o) Validity of Mortgage Documents. The Mortgage Note and the Mortgage are genuine, and each is the legal, valid and binding obligation of the maker thereof enforceable in accordance with its terms. All parties to the Mortgage Note and the Mortgage and any other related agreement had legal capacity to enter into the Mortgage Loan and to execute and deliver the Mortgage Note and the Mortgage and any other related agreement, and the Mortgage Note and the Mortgage have been duly and properly executed by such parties. The documents, instruments and agreements submitted for loan underwriting were not falsified and contain no untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the information and statements therein not misleading. No fraud was committed in connection with the origination of the Mortgage Loan. The Company has reviewed all of the documents constituting the Servicing File and has made such inquiries as it deems necessary to make and confirm the accuracy of the representations set forth herein;

(p) No misrepresentation, negligence, fraud or similar occurrence with respect to a Mortgage Loan has taken place on the part of any person, including without limitation the Mortgagor, any appraiser, any builder or developer, or any other party involved in the origination of the Mortgage Loan or in the application of any insurance in relation to such Mortgage Loan.

(q) Full Disbursement of Proceeds. The Mortgage Loan has been closed and the proceeds of the Mortgage Loan have been fully disbursed to or for the account of the Mortgagor and there is no requirement for future advances thereunder, and any and all requirements as to completion of any on-site or off-site improvement and as to disbursements of any escrow funds therefor have been complied with. All costs, fees and expenses incurred in making or closing the Mortgage Loan and the recording of the Mortgage were paid, and the Mortgagor is not entitled to any refund of any amounts paid or due under the Mortgage Note or Mortgage;

(r) Ownership. The Company is the sole owner of record and holder of the Mortgage Loan. The Mortgage Loan is not assigned or pledged, and the Company has good and marketable title thereto, and has full right to transfer and sell the Mortgage Loan therein to the Purchaser free and clear of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, and has full right and authority subject to no interest or participation of, or agreement with, any other party, to sell and assign each Mortgage Loan pursuant to this Agreement;

(s) Doing Business. All parties which have had any interest in the Mortgage Loan, whether as mortgagee, assignee, pledgee or otherwise, are (or, during the period in which they held and disposed of such interest, were) (1) in compliance with any and all applicable doing business’ and licensing requirements of the laws of the state wherein the Mortgaged Property is located, and (2) (a) organized under the laws of such state, (b) qualified to do business in such state, (c) federal savings and loan associations or national banks having principal offices in such state, or (d) not doing business in such state;

(t) LTV, PMI Policy. No Mortgage Loan has a LTV equal to or greater than 95%. The original LTV of the Mortgage Loan either was not more than 80% or (i) the excess over 75% is and will be insured as to payment defaults by a PMI Policy until the LTV of such Mortgage Loan is reduced to 80%, or (ii) is subject to an LPMI Policy, which will stay in effect for the life of the Mortgage Loan. All provisions of such PMI Policy have been and are being complied with, such policy is in full force and effect, and all premiums due thereunder have been paid. No action, inaction, or event has occurred and no state of facts exists that has, or will result in the exclusion from, denial of, or defense to coverage. Any Mortgage Loan subject to a PMI Policy obligates the Mortgagor thereunder to maintain the PMI Policy and to pay all premiums and charges in connection therewith; provided, that, with respect to LPMI Loans, the related Servicer is obligated thereunder to maintain the LPMI Policy and to pay all premiums and charges in connection therewith.. The Mortgage Interest Rate for the Mortgage Loan as set forth on the related Mortgage Loan Schedule is net of any such insurance premium;

(u) Title Insurance. The Mortgage Loan is covered by either (i) an attorney’s opinion of title and abstract of title the form and substance of which is acceptable to mortgage lending institutions making mortgage loans in the area where the Mortgaged Property is located or (ii) an ALTA lender’s title insurance policy or other generally acceptable form of policy of insurance acceptable to Xxxxxx Xxx or Xxxxxxx Mac, issued by a title insurer acceptable to Xxxxxx Mae or Xxxxxxx Mac and qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring the Company, its successors and assigns, as to the first priority lien of the Mortgage in the original principal amount of the Mortgage Loan (or to the extent that a Mortgage Note provides for negative amortization, the maximum amount of negative amortization in accordance with the Mortgage), subject only to the exceptions contained in clauses (1), (2) and (3) of paragraph (j) of this Section 3.02. Where required by state law or regulation, the Mortgagor has been given the opportunity to choose the carrier of the required mortgage title insurance. Additionally, such lender’s title insurance policy affirmatively insures ingress and egress, and against encroachments by or upon the Mortgaged Property or any interest therein. The Company is the sole insured of such lender’s title insurance policy, and such lender’s title insurance policy is in full force and effect and will be in force and effect upon the consummation of the transactions contemplated by this Agreement. No claims have been made under such lender’s title insurance policy, and no prior holder of the Mortgage, including the

Company, has done, by act or omission, anything which would impair the coverage of such lender’s title insurance policy including without limitation, no unlawful fee, commission, kickback or other unlawful compensation or value of any kind has been or will be received, retained or realized by any attorney, firm or other person or entity, and no such unlawful items have been received, retained or realized by the Company;

(v) No Defaults. There is no default, breach, violation or event of acceleration existing under the Mortgage or the Mortgage Note and no event which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a default, breach, violation or event of acceleration, and neither the Company nor its predecessors have waived any default, breach, violation or event of acceleration;

(w) No Mechanics’ Liens. There are no mechanics’ or similar liens or claims which have been filed for work, labor or material (and no rights are outstanding that under the law could give rise to such liens) affecting the related Mortgaged Property which are or may be liens prior to, or equal or coordinate with, the lien of the related Mortgage;

(x) Location of Improvements; No Encroachments. All improvements which were considered in determining the Appraised Value of the Mortgaged Property lay wholly within the boundaries and building restriction lines of the Mortgaged Property and no improvements on adjoining properties encroach upon the Mortgaged Property. No improvement located on or being part of the Mortgaged Property is in violation of any applicable zoning law or regulation;

(y) Origination: Payment Terms. Such Mortgage Loan was originated by a savings and loan association, savings bank, commercial bank, credit union, insurance company, or similar institution which is supervised and examined by a federal or state authority, or by a mortgagee approved by the Secretary of Housing and Urban Development pursuant to sections 203 and 211 of the National Housing Act. The Mortgage Interest Rate is the interest rate set forth in the Mortgage Note. The Mortgage Note is payable each month in equal monthly installments of principal and interest, with interest calculated and payable in arrears, sufficient to amortize the Mortgage Loan fully by the stated maturity date, over an original term of not more than thirty years from commencement of amortization. There is no negative amortization;

(z) Customary Provisions. The Mortgage and the related Mortgage Note contains customary and enforceable provisions such as to render the rights and remedies of the holder thereof adequate for the realization against the Mortgaged Property of the benefits of the security provided thereby, including, (i) in the case of a Mortgage designated as a deed of trust, by trustee’s sale, and (ii) otherwise by judicial foreclosure. Upon default by a Mortgagor on a Mortgage Loan and foreclosure on, or trustee’s sale of, the Mortgaged Property pursuant to the proper procedures, the holder of the Mortgage Loan will be able to deliver good and

merchantable title to the Mortgaged Property. There is no homestead or other exemption available to a Mortgagor which would interfere with the right to sell the Mortgaged Property at a trustee’s sale or the right to foreclose the Mortgage;

(aa) Conformance with Underwriting Guidelines. The Mortgage Loan was underwritten in accordance with the Company’s Underwriting Guidelines in effect at the time the Mortgage Loan was originated. The Mortgage Loan is in conformity with the standards of Xxxxxxx Mac or Xxxxxx Mae under one of their respective home mortgage purchase programs (except that the principal balance of certain Mortgage Loans may have exceeded the limits of Xxxxxx Xxx and Xxxxxxx Mac) and the Mortgage Note and Mortgage are on forms acceptable to Xxxxxxx Mac or Xxxxxx Xxx;

(bb) Occupancy of the Mortgaged Property. As of the related Closing Date the Mortgaged Property is lawfully occupied under applicable law. All inspections, licenses and certificates required to be made or issued with respect to all occupied portions of the Mortgaged Property and, with respect to the use and occupancy of the same, including but not limited to certificates of occupancy and fire underwriting certificates, have been made or obtained from the appropriate authorities. Except as otherwise stated on the Mortgage Loan Schedule, the Mortgagor represented at the time of origination of the Mortgage Loan that the Mortgagor would occupy the Mortgaged Property as the Mortgagor’s primary residence;

(cc) No Additional Collateral. The Mortgage Note is not and has not been secured by any collateral except the lien of the corresponding Mortgage and the security interest of any applicable security agreement or chattel mortgage referred to in (j) above;

(dd) Deeds of Trust. In the event the Mortgage constitutes a deed of trust, a trustee, duly qualified under applicable law to serve as such, has been properly designated and currently so serves and is named in the Mortgage, and no fees or expenses are or will become payable by the Purchaser to the trustee under the deed of trust, except in connection with a trustee’s sale after default by the Mortgagor;

(ee) Acceptable Investment. The Company has no knowledge of any circumstances or conditions with respect to the Mortgage, the Mortgaged Property, the Mortgagor or the Mortgagor’s credit standing that can reasonably be expected to cause private institutional investors to regard the Mortgage Loan as an unacceptable investment, cause the Mortgage Loan to become delinquent, or adversely affect the value or marketability of the Mortgage Loan;

(ff) Delivery of Mortgage Documents. The Mortgage Note, the Mortgage, the Assignment of Mortgage and any other documents required to be delivered for the Mortgage Loan by the Company under this Agreement as set forth in Exhibit C attached hereto have been delivered to the Custodian. The Company is in possession of a complete, true and accurate Mortgage File in compliance with

Exhibit B, except for such documents the originals of which have been delivered to the Custodian;

(gg) Condominiums/Planned Unit Developments. If the dwelling on the Mortgaged Property is a condominium unit or a planned unit development (other than a de minimus planned unit development) such condominium or planned unit development project meets Xxxxxx Mae and Xxxxxxx Mac eligibility requirements.

(hh) Transfer of Mortgage Loans. The Assignment of Mortgage is in recordable form and is acceptable for recording under the laws of the jurisdiction in which the Mortgaged Property is located;

(ii) Due on Sale. The Mortgage contains an enforceable provision for the acceleration of the payment of the unpaid principal balance of the Mortgage Loan in the event that the Mortgaged Property is sold or transferred without the prior written consent of the Mortgagor thereunder;

(jj) Consolidation of Future Advances. Any future advances made prior to the related Cut-off Date have been consolidated with the outstanding principal amount secured by the Mortgage, and the secured principal amount, as consolidated, bears a single interest rate and single repayment term. The lien of the Mortgage securing the consolidated principal amount is expressly insured as having first lien priority by a title insurance policy, an endorsement to the policy insuring the mortgagee’s consolidated interest or by other title evidence acceptable to Xxxxxx Xxx and Xxxxxxx Mac. The consolidated principal amount does not exceed the original principal amount of the Mortgage Loan;

(kk) Mortgaged Property Undamaged. There is no proceeding pending or, to the best of the Company’s knowledge, threatened for the total or partial condemnation of the Mortgaged Property. The Mortgaged Property is undamaged by waste, fire, earthquake or earth movement, windstorm, flood, tornado or other casualty so as to affect adversely the value of the Mortgaged Property as security for the Mortgage Loan or the use for which the premises were intended; and

(ll) Collection Practices; Escrow Deposits. The origination, servicing and collection practices used with respect to the Mortgage Loan have been in accordance with Accepted Servicing Practices, and have been in all respects in compliance with all applicable laws and regulations. The Mortgage Loan has been serviced by the Company and any predecessor servicer in accordance with the terms of the Mortgage Note. With respect to escrow deposits and Escrow Payments, all such payments are in the possession of the Company and there exist no deficiencies in connection therewith for which customary arrangements for repayment thereof have not been made. All Escrow Payments have been collected in full compliance with state and federal law. An escrow of funds is not prohibited by applicable law and has been established in an amount sufficient to pay for every item which remains unpaid and which has been assessed but is not yet due and payable. No escrow deposits or Escrow Payments or other charges or payments due the

Company have been capitalized under the Mortgage or the Mortgage Note and no such escrow deposits or Escrow Payments are being held by the Company for any work on a Mortgaged Property which has not been completed;

(mm) Appraisal. The Mortgage File contains an appraisal of the related Mortgage Property signed prior to the approval of the Mortgage Loan application by a qualified appraiser, duly appointed by the Company, who had no interest, direct or indirect in the Mortgaged Property or in any loan made on the security thereof; and whose compensation is not affected by the approval or disapproval of the Mortgage Loan, and the appraisal and appraiser both satisfy the requirements of Title XI of the Federal Institutions Reform, Recovery, and Enforcement Act of 1989 and the regulations promulgated thereunder, all as in effect on the date the Mortgage Loan was originated;

(nn) Soldiers’ and Sailors’ Relief Act. The Mortgagor has not notified the Company, and the Company has no knowledge of any relief requested or allowed to the Mortgagor under the Soldiers’ and Sailors’ Civil Relief Act of 1940, as amended;

(oo) Environmental Matters. The Mortgaged Property is free from any and all toxic or hazardous substances and there exists no violation of any local, state or federal environmental law, rule or regulation. To the best of the Company’s knowledge, there is no pending action or proceeding directly involving any Mortgaged Property of which the Company is aware in which compliance with any environmental law, rule or regulation is an issue; and to the best of the Company’s knowledge, nothing further remains to be done to satisfy in full all requirements of each such law, rule or regulation consisting a prerequisite to use and enjoyment of said property;

(pp) Insurance. The Company has caused or will cause to be performed any and all acts required to preserve the rights and remedies of the Purchaser in any insurance policies applicable to the Mortgage Loans including, without limitation, any necessary notifications of insurers, assignments of policies or interests therein, and establishments of coinsured, joint loss payee and mortgagee rights in favor of the Purchaser; No action, inaction, or event has occurred and no state of fact exists or has existed that has resulted or will result in the exclusion from, denial of, or defense to coverage under any applicable pool insurance policy, special hazard insurance policy, PMI Policy or bankruptcy bond, irrespective of the cause of such failure of coverage. In connection with the placement of any such insurance, no commission, fee, or other compensation has been or will be received by the Company or any designee of the Company or any corporation in which the Company or any officer, director, or employee had a financial interest at the time of placement of such insurance;

(qq) Regarding the Mortgagor. The Mortgagor is one or more natural persons and/or trustees for an Illinois land trust or a trustee under a “living trust” and such “living trust” is in compliance with Xxxxxx Mae guidelines for such trusts;

(rr) High Cost Loans. No Mortgage Loan is (a) subject to the provisions of the Homeownership and Equity Protection Act of 1994 as amended (“HOEPA”), (b) a “high cost” mortgage loan, “covered” mortgage loan or “predatory” or “abusive” mortgage loan or any other comparable term, no matter how defined, under any federal, state or local law including, without limitation, Section 6-L of the New York Banking Law or (c) subject to any comparable federal, state or local statutes or regulations, including, without limitation, the provisions of the Georgia Fair Lending Act, the City of Oakland, California Anti-Predatory Lending Ordinance No. 12361 or any other statute or regulation providing assignee liability or enhanced regulatory scrutiny to holders of such mortgage loans. The total combined points and fees charged in connection wit the origination of the Mortgage Loan does not exceed 5% of the original principal balance of the Mortgage Loan;

(ss) Simple Interest Mortgage Loans. None of the Mortgage Loans are simple interest Mortgage Loans;

(tt) Single Premium Credit Life Insurance. None of the proceeds of the Mortgage Loan were used to finance single-premium credit life insurance policies;

(uu) Tax Service Contract The Company has obtained a life of loan, transferable real estate Tax Service Contract on each Mortgage Loan with an Approved Tax Servicer Contract Provider and such contract is assignable without penalty, premium or cost to the Purchaser;

(vv) Flood Certification Contract. The Company has obtained a life of loan, transferable flood certification contract with an Approved Flood Policy Insurer acceptable to Purchaser in its sole discretion for each Mortgage Loan and such contract is assignable without penalty, premium or cost to the Purchaser;

(ww) FICO Scores. Each Mortgage Loan has a non-zero FICO score;

(xx) [Reserved]

(yy) Recordation. Each original Mortgage was recorded and all subsequent assignments of the original Mortgage (other than the assignment to the Purchaser) have been recorded in the appropriate jurisdictions wherein such recordation is necessary to perfect the lien thereof as against creditors of the Company, or is in the process of being recorded;

(zz) Leaseholds. If the Mortgage Loan is secured by a long-term residential lease, (1) the lessor under the lease holds a fee simple interest in the land; (2) the terms of such lease expressly permit the mortgaging of the leasehold estate, the assignment of the lease without the lessor’s consent and the acquisition by the holder of the Mortgage of the rights of the lessee upon foreclosure or assignment in lieu of foreclosure or provide the holder of the Mortgage with substantially similar protections; (3) the terms of such lease do not (a) allow the termination thereof upon the lessee’s default without the holder of the Mortgage being entitled to

receive written notice of, and opportunity to cure, such default, (b) allow the termination of the lease in the event of damage or destruction as long as the Mortgage is in existence, (c) prohibit the holder of the Mortgage from being insured (or receiving proceeds of insurance) under the hazard insurance policy or policies relating to the Mortgaged Property or (d) permit any increase in rent other than pre-established increases set forth in the lease; (4) the original term of such lease is not less than 15 years; (5) the term of such lease does not terminate earlier than five years after the maturity date of the Mortgage Note; and (6) the Mortgaged Property is located in a jurisdiction in which the use of leasehold estates in transferring ownership in residential properties is a widely accepted practice;

(aaa) Payment in Full: No Mortgage Loan will be paid in full on or prior to the related Closing Date;

(bbb) Delinquency information. The information delivered by the Seller to the Purchaser with respect to the Seller’s loan loss, foreclosure and delinquency experience for the twelve (12) months immediately preceding the Initial Closing Date on mortgage loans underwritten to the same standards as the Mortgage Loans and covering mortgaged properties similar to the Mortgaged Properties, is true and correct in all material respects;

(ccc) The Mortgage Note, the Mortgage, the Assignment of Mortgage and any other documents required to be delivered with respect to each Mortgage Loan pursuant; have been delivered in compliance with the specific requirements hereof. With respect to each Mortgage Loan, the Company is in possession of a complete Mortgage File in compliance with Exhibit B, except for such documents as have been delivered to the Custodian;

(ddd) Interest Rate. Interest on each Mortgage Loan is calculated on the basis of a 360-day year consisting of twelve 30-day months;

(eee) Advances: No Buydowns; No Graduated Payments. No Mortgage Loan contains provisions pursuant to which Monthly payments are (a) paid or partially paid with funds deposited in any separate account established by the Company, the Mortgagor or (c) contains any other similar provisions which may constitute a “buydown” provision. The Mortgage Loan is not a graduated payment mortgage loan and the Mortgage Loan does not have a shared appreciation or other contingent interest feature. No Mortgage Loan has a balloon payment feature. No Mortgage Loan has a balloon payment feature;

(fff) Construction Loan. No Mortgage Loan was made in connection with (a) the construction or rehabilitation of a Mortgaged Property or (b) facilitating the trade in or exchange of a Mortgaged Property;

(ggg) No predatory, abusive or deceptive lending practices, including but not limited to, the extension of credit to a mortgagor without regard for the mortgagor’s ability

to repay the Mortgage Loan and the extension of credit to a mortgagor which has no apparent benefit to the mortgagor, were employed in connection with the origination of the Mortgage Loan;

(hhh) No Mortgagor was required to purchase any credit life, disability, accident or health insurance product as a condition of obtaining the extension of credit. No Mortgagor obtained a prepaid single premium credit life, disability, accident or health insurance policy in connection with the origination of the Mortgage Loan. No proceeds from any Mortgage Loan were used to purchase single premium credit insurance policies as part of the origination of, or as a condition to closing, such Mortgage Loan;

(iii) If applicable to the Company or any subsequent Owner, the Mortgage Loan complies with all applicable consumer credit statutes and regulations, including, without limitation, the respective Uniform Consumer Credit Code laws in effect in Colorado, Idaho, Indiana, Iowa, Kansas, Maine, Oklahoma, South Carolina, Utah and Wyoming, has been originated by a properly licensed entity, and in all other respects, complies with all of the material requirements of any such applicable laws;

(jjj) [Reserved];

(kkk) If applicable to the Company or any subsequent Owner, except as set forth on the related Mortgage Loan Schedule, none of the Mortgage Loans are subject to a prepayment penalty. For any Mortgage Loan originated prior to October 1, 2002 that is subject to a prepayment penalty, such prepayment penalty does not extend beyond five years after the date of origination. For any Mortgage Loan originated on or following October 1, 2002 that is subject to a prepayment penalty, such prepayment penalty does not extend beyond three years after the date of origination. With respect to any Mortgage Loan that contains a provision permitting imposition of a premium upon a prepayment prior to maturity: (i) prior to the Mortgage Loan’s origination, the Mortgagor agreed to such premium in exchange for a monetary benefit, including but not limited to a rate or fee reduction, (ii) prior to the Mortgage Loan’s origination, the Mortgagor was offered the option of obtaining a Mortgage Loan that did not require payment of such a premium, (iii) the prepayment premium is disclosed to the Mortgagor in the loan documents pursuant to applicable state and federal law, and (iv) notwithstanding any state or federal law to the contrary, the Seller shall not impose such prepayment premium in any instance when the mortgage debt is accelerated as the result of the Mortgagor’s default in making the loan payments;

(lll) The Seller has complied with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 (collectively, the “Anti-Money Laundering Laws”); the Seller has established an anti-money laundering compliance program as required by the Anti-Money Laundering Laws, has conducted the requisite due diligence in connection with the origination of each Mortgage Loan for purposes of the Anti-Money

Laundering Laws, including with respect to the legitimacy of the applicable Mortgagor and the origin of the assets used by the said Mortgagor to purchase the property in question, and maintains, and will maintain, sufficient information to identify the applicable Mortgagor for purposes of the Anti-Money Laundering Laws;

(mmm) No Mortgage Loan is secured by real property or secured by a manufactured home located in the state of Georgia unless (x) such Mortgage Loan was originated prior to October 1, 2002 or after March 6, 2003, or (y) the property securing the Mortgage Loan is not, nor will be, occupied by the Mortgagor as the Mortgagor’s principal dwelling. No Mortgage Loan is a “High Cost Home Loan” as defined in the Georgia Fair Lending Act, as amended (the “Georgia Act”). Each Mortgage Loan that is a “Home Loan” under the Georgia Act complies with all applicable provisions of the Georgia Act. No Mortgage Loan secured by owner occupied real property or an owner occupied manufactured home located in the State of Georgia was originated (or modified) on or after October 1, 2002 through and including March 6, 2003, if applicable to the Company or any subsequent Owner;

(nnn) If applicable to the Company or any subsequent Owner, no Mortgagor was encouraged or required to select a Mortgage Loan product offered by the Mortgage Loan’s originator which is a higher cost product designed for less creditworthy borrowers, unless at the time of the Mortgage Loan’s origination, such Mortgagor did not qualify taking into account credit history and debt to income ratios for a lower cost credit product then offered by the Mortgage Loan’s originator or any affiliate of the Mortgage Loan’s originator. If, at the time of loan application, the Mortgagor may have qualified for a for a lower cost credit product then offered by any mortgage lending affiliate of the Mortgage Loan’s originator, the Mortgage Loan’s originator referred the Mortgagor’s application to such affiliate for underwriting consideration;

(ooo) The methodology used in underwriting the extension of credit for each Mortgage Loan employs objective mathematical principles which relate the Mortgagor’s income, assets and liabilities to the proposed payment and such underwriting methodology does not rely on the extent of the Mortgagor’s equity in the collateral as the principal determining factor in approving such credit extension. Such underwriting methodology confirmed that at the time of origination (application/approval) the Mortgagor had a reasonable ability to make timely payments on the Mortgage Loan;

(ppp) All fees and charges (including finance charges) and whether or not financed, assessed, collected or to be collected in connection with the origination and servicing of each Mortgage Loan have been disclosed in writing to the Mortgagor in accordance with applicable state and federal law and regulation;

(qqq) With respect to each Mortgage Loan, neither the related Mortgage nor the related Mortgage Note requires the Mortgagor to submit to arbitration to resolve any dispute arising out of or relating in any way to the Mortgage Loan transaction;

(rrr) With respect to any Mortgage Loan for which a mortgage loan application was submitted by the Mortgagor after April 1, 2004, no such Mortgage Loan secured by a Mortgage Property located in the State of Illinois is in violation of the provisions of the Illinois Interest Act, including Section 4.1a which provides that no such Mortgage Loan with a Mortgage Interest Rate in excess of 8.0% per annum has lender-imposed fees (or other charges) in excess of 3.0% of the original principal balance of the Mortgage Loan; and

(sss) No Mortgage Loan originated on or after November 7, 2004 secured by a Mortgaged Property located in the State of Massachusetts is a Refinanced Mortgage Loan.

EXHIBIT D

Representation and Warranties with Respect to the PHH Mortgage Loans

Except for “Mortgage Loans”, which shall mean the PHH Mortgage Loans sold by the Seller to the Purchaser, all capitalized terms in this Exhibit D shall have the meanings ascribed to them in the PHH Servicing Agreement.

(1) Mortgage Loan as Described. Such Mortgage Loan complies with the terms and conditions set forth herein, and all of the information set forth with respect thereto on the Mortgage Loan Schedule is true and correct in all material respects;

(2) Complete Mortgage Files. The instruments and documents specified in Section 2.02 with respect to such Mortgage Loan have been delivered to the Purchaser in compliance with the requirements of Article II. The Seller is in possession of a Mortgage File respecting such Xxxx xxxx Loan, except for such documents as have been previously delivered to the Purchaser;

(3) Owner of Record. The Mortgage relating to such Mortgage Loan has been duly recorded in (or sent for recording to) the appropriate recording office, and the applicable Seller or Servicer is the owner of record of such Mortgage Loan and the indebtedness evidenced by the related Mortgage Note;

(4) Payments Current. All payments required to be made up to and including the Funding Date for such Mortgage Loan under the terms of the Mortgage Note have been made, such that such Mortgage Loan is not delinquent 30 days or more on the Funding Date; and, if the Mortgage Loan is a Pledged Asset Mortgage Loan, neither the Mortgage Loan nor the related Pledged Assets has been dishonored. Unless otherwise disclosed in the Offering Materials or the Mortgage Loan Schedule, there has been no delinquency, exclusive of any period of grace, in any payment by the Mortgagor thereunder during the twelve months preceding the Funding Date; and, if the Mortgage Loan is a Cooperative Loan, no foreclosure action or private or public sale under the Uniform Commercial Code has ever been threatened or commenced with respect to the Cooperative Loan;

(5) No Outstanding Charges. There are no delinquent taxes, insurance premiums, assessments, including assessments payable in future installments, or other outstanding charges affecting the Mortgaged Property related to such Mortgage Loan;

(6) Original Terms Unmodified. The terms of the Mortgage Note and the Mortgage related to such Mortgage Loan (and the Proprietary Lease and the Pledge Instruments with respect to each Cooperative Loan, and the Pledged Assets with respect to each Pledged Asset Mortgage Loan) have not been impaired, waived, altered or modified in any material respect, except as specifically set forth in the related Mortgage Loan Schedule;

(7) No Defenses. The Mortgage Note and the Mortgage related to such Mortgage Loan (and the Cooperative Pledge Agreement related to each Cooperative Loan, and the related Pledge Agreement with respect to each Pledged Asset Mortgage Loan) are not subject to any right of rescission, set-off or defense, including the defense of usury, nor will the operation of any of the

terms of such Mortgage Note and such Mortgage (or the related Pledge Agreement with respect to each Pledged Asset Mortgage Loan), or the exercise of any right thereunder, render such Mortgage (or the related Pledge Agreement with respect to each Pledged Asset Mortgage Loan) unenforceable, in whole or in part, or subject to any right of rescission, set-off or defense, including the defense of usury and no such right of rescission, set-off or defense has been asserted with respect thereto;

(8) Hazard Insurance. (a) All buildings upon the Mortgaged Property related to such Mortgage Loan are insured by an insurer acceptable to Xxxxxx Xxx or Xxxxxxx Mac against loss by fire, hazards of extended coverage and such other hazards as are customary in the area where such Mortgaged Property is located, pursuant to insurance policies conforming to the requirements of Section 5.10. All such insurance policies (collectively, the “hazard insurance policy”) contain a standard mortgagee clause naming the originator of such Mortgage Loan, its successors and assigns, as mortgagee. Such policies are the valid and binding obligations of the insurer, and all premiums thereon due to date have been paid. The related Mortgage obligates the Mortgagor thereunder to maintain all such insurance at such Mortgagor’s cost and expense, and on such Mortgagor’s failure to do so, authorizes the holder of such Mortgage to maintain such insurance at such Mortgagor’s cost and expense and to seek reimbursement therefor from such Mortgagor; or (b) in the case of a condominium or unit in a planned unit development (“PUD”) project that is not covered by an individual policy, the condominium or PUD project is covered by a “master” or “blanket” policy and there exists and is in the Mortgage File a certificate of insurance showing that the individual unit that secures the first mortgage is covered under such policy. The insurance policy contains a standard mortgagee clause naming the originator of such Mortgage Loan (and its successors and assigns), as insured mortgagee. Such policies are the valid and binding obligations of the insurer, and all premiums thereon have been paid. The insurance policy provides for advance notice to the Seller or Servicer if the policy is canceled or not renewed, or if any other change that adversely affects the Seller’s interests is made; the certificate includes the types and amounts of coverage provided, describes any endorsements that are part of the “master” policy and would be acceptable pursuant to the Xxxxxx Mae Guide or Xxxxxxx Mac Servicing Guide;

(9) Compliance With Applicable Laws. All requirements of any federal, state or local law (including usury, truth in lending, real estate settlement procedures, consumer credit protection, predatory and abusive lending, equal credit opportunity or disclosure laws) applicable to the origination and servicing of such Mortgage Loan have been complied with in all material respects;

(10) No Fraud. No error or omission, misrepresentation, negligence or fraud in respect of such Mortgage Loan has taken place on the part of any Person in connection with the origination and servicing of such Mortgage Loan.

(11) No Satisfaction of Mortgage. The Mortgage related to such Mortgage Loan has not been satisfied, canceled or subordinated, in whole or in part, or rescinded, and the related Mortgaged Property has not been released from the lien of such Mortgage, in whole or in part, nor has any instrument been executed that would effect any such release, cancellation, subordination or rescission;

(12) Valid First Lien. The Mortgage including any Negative Amortization, related to such Mortgage Loan is a valid, subsisting and enforceable perfected first lien on the related Mortgaged Property, including all improvements on the related Mortgaged Property, which Mortgaged Property is free and clear of any encumbrances and liens having priority over the first lien of the Mortgage subject only to (a) the lien of current real estate taxes and special assessments not yet due and payable, (b) covenants, conditions and restrictions, rights of way, easements and other matters of the public record as of the date of recording of such Mortgage which are acceptable to mortgage lending institutions generally, are referred to in the lender’s title insurance policy and do not adversely affect the market value or intended use of the related Mortgaged Property, and (c) other matters to which like properties are commonly subject which do not individually or in the aggregate materially interfere with the benefits of the security intended to be provided by such Mortgage or the use, enjoyment, or market value of the related Mortgaged Property; with respect to each Cooperative Loan, each Cooperative Pledge Agreement creates a valid, enforceable and subsisting first security interest in the collateral securing the related Mortgage Note subject only to (a) the lien of the related Cooperative Corporation for unpaid assessments representing the obligor’s pro rata share of the Cooperative Corporation’s payments for its blanket mortgage, current and future real property taxes, insurance premiums, maintenance fees and other assessments to which like collateral is commonly subject and (b) other matters to which like collateral is commonly subject which do not materially interfere with the benefits of the security intended to be provided by the Cooperative Pledge Agreement; provided, however, that the appurtenant Proprietary Lease may be subordinated or otherwise subject to the lien of any mortgage on the Cooperative Project;

(13) Validity of Documents. The Mortgage Note and the Mortgage related to such Mortgage Loan (and the Cooperative Pledge Agreement with respect to each Cooperative Loan) are genuine and each is the legal, valid and binding obligation of the maker thereof, enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and general equitable principles (regardless whether such enforcement is considered in a proceeding in equity or at law);

(14) Valid Execution of Documents. All parties to the Mortgage Note and the Mortgage related to such Mortgage Loan had legal capacity to enter into such Mortgage Loan and to execute and deliver the related Mortgage Note and the related Mortgage and the related Mortgage Note and the related Mortgage have been duly and properly executed by such parties; with respect to each Cooperative Loan, all parties to the Mortgage Note and the Mortgage Loan had legal capacity to execute and deliver the Mortgage Note, the Cooperative Pledge Agreement, the Proprietary Lease, the Stock Power, the Recognition Agreement, the Financing Statement and the Assignment of Proprietary Lease and such documents have been duly and properly executed by such parties; each Stock Power (i) has all signatures guaranteed or (ii) if all signatures are not guaranteed, then such Cooperative Shares will be transferred by the stock transfer agent of the Cooperative Corporation if the Seller undertakes to convert the ownership of the collateral securing the related Cooperative Loan;

(15) Full Disbursement of Proceeds. Such Mortgage Loan has closed and the proceeds of such Mortgage Loan have been fully disbursed prior to the Funding Date; provided that, with respect to any Mortgage Loan originated within the previous 120 days, alterations and repairs with

respect to the related Mortgaged Property or any part thereof may have required an escrow of funds in an amount sufficient to pay for all outstanding work within 120 days of the origination of such Mortgage Loan, and, if so, such funds are held in escrow by the Seller, a title company or other escrow agent;

(16) Ownership. The Mortgage Note and the Mortgage related to such Mortgage Loan have not been assigned, pledged or otherwise transferred by the applicable Seller, in whole or in part, and the Seller has good and marketable title thereto, and the Seller is the sole owner thereof (and with respect to any Cooperative Loan, the sole owner of the related Cooperative Pledge Agreement)and has full right and authority to transfer and sell such Mortgage Loan, and is transferring such Mortgage Loan to the Purchaser free and clear of any encumbrance, equity, lien, pledge, charge, claim or security interest;

(17) Doing Business. All parties that have had any interest in such Mortgage Loan, whether as mortgagee, assignee, pledgee or otherwise, are (or, during the period in which they held and disposed of such interest, were) in compliance with any and all applicable licensing requirements of the laws of the state wherein the related Mortgaged Property is located;

(18) Title Insurance. (a) Such Mortgage Loan is covered by an ALTA lender’s title insurance policy or short form title policy acceptable to Xxxxxx Xxx and Xxxxxxx Mac (or, in jurisdictions where ALTA policies are not generally approved for use, a lender’s title insurance policy acceptable to Xxxxxx Xxx and Xxxxxxx Mac), issued by a title insurer acceptable to Xxxxxx Mae and Xxxxxxx Mac and qualified to do business in the jurisdiction where the related Mortgaged Property is located, insuring (subject to the exceptions contained in clauses (12)(a) and (b) above) the Seller or Servicer, its successors and assigns as to the first priority lien of the related Mortgage in the original principal amount of such Mortgage Loan including any Negative Amortization and in the case of ARM Loans, against any loss by reason of the invalidity or unenforceability of the lien resulting from the provisions of such Mortgage providing for adjustment to the applicable Note Rate and Monthly Payment. Additionally, either such lender’s title insurance policy affirmatively insures that there is ingress and egress to and from the Mortgaged Property or the Seller warrants that there is ingress and egress to and from the Mortgaged Property and the lender’ s title insurance policy affirmatively insures against encroachments by or upon the related Mortgaged Property or any interest therein or any other adverse circumstance that either is disclosed or would have been disclosed by an accurate survey. The originator of the Mortgage Loan, its successor and/or assignee is the sole insured of such lender’s title insurance policy, and such lender’s title insurance policy is in full force and effect and will be in full force and effect upon the consummation of the transactions contemplated by this Agreement and will inure to the benefit of the Purchaser without any further act. No claims have been made under such lender’s title insurance policy, neither the Seller, nor to the best of Seller’s knowledge, any prior holder of the related Mortgage has done, by act or omission, anything that would impair the coverage of such lender’s insurance policy, and there is no act, omission, condition, or information that would impair the coverage of such lender’s insurance policy; (b) The mortgage title insurance policy covering each unit mortgage in a condominium or PUD project related to such Mortgage Loan meets all requirements of Xxxxxx Mae and Xxxxxxx Mac;

(19) No Defaults. (a) There is no default, breach, violation or event of acceleration existing under the Mortgage, the Mortgage Note (or the related Pledge Agreement with respect to each Pledged Asset Mortgage Loan), or any other agreements, documents, or instruments related to such Mortgage Loan; (b) to the best of the Seller’s knowledge, there is no event that, with the lapse of time, the giving of notice, or both, would constitute such a default, breach, violation or event of acceleration; (c) the Mortgagor(s) with respect to such Mortgage Loan is not the subject of an Insolvency Proceeding; (d) no event of acceleration has previously occurred, and no notice of default has been sent, with respect to such Mortgage Loan; (e) in no event has the Seller waived any of its rights or remedies in respect of any default, breach, violation or event of acceleration under the Mortgage, the Mortgage Note (or the related Pledge Agreement with respect to each Pledged Asset Mortgage Loan), or any other agreements, documents, or instruments related to such Mortgage Loan; and (f) with respect to each Cooperative Loan, there is no default in complying with the terms of the Mortgage Note, the Cooperative Pledge Agreement and the Proprietary Lease and all maintenance charges and assessments (including assessments payable in the future installments, which previously became due and owing) have been paid, and the Seller has the right under the terms of the Mortgage Note, Cooperative Pledge Agreement and Recognition Agreement to pay any maintenance charges or assessments owed by the Mortgagor;

(20) No Mechanics’ Liens. No Mortgage Loan is subject to any mechanics’ or similar liens, except such liens as are expressly insured against by a title insurance policy, or claims that have been filed for work, labor or material (and no rights are outstanding that under law could give rise to such lien) affecting the related Mortgaged Property that are or may be liens prior to, or equal or coordinate with, the lien of the related Mortgage;

(21) Location of Improvements; No Encroachments. As of the date of origination of such Mortgage Loan, to the best of the Seller’s knowledge, all improvements that were considered in determining the Appraised Value of the related Mortgaged Property lay wholly within the boundaries and building restriction lines of such Mortgaged Property, and no improvements on adjoining properties encroach upon such Mortgaged Property except as permitted under the terms of the Xxxxxx Mae Guide and the Xxxxxxx Mac Servicer Guide; to the best of the Seller’s knowledge, no improvement located on or part of any Mortgaged Property is in violation of any applicable zoning law or regulation, and all inspections, licenses and certificates required to be made or issued with respect to all occupied portions of such Mortgaged Property, and with respect to the use and occupancy of the same, including certificates of occupancy, have been made or obtained from the appropriate authorities;

(22) Origination; Payment Terms. Principal payments on such Mortgage Loan commenced or will commence no more than 60 days after funds were disbursed in connection with such Mortgage Loan. If the interest rate on the related Mortgage Note is adjustable, the adjustment is based on the Index set forth on the related Mortgage Loan Schedule. The related Mortgage Note is payable on the first day of each month in arrears, in accordance with the payment terms described on the related Mortgage Loan Schedule. With respect to any Mortgage Loan subject to Negative Amortization the Monthly Payments are sufficient during the period following each Payment Adjustment Date to fully amortize the outstanding principal balance as of the first day of such period (including any Negative Amortization) over the original term thereof in accordance with the terms and conditions set forth in the Mortgage Note ;

(23) Due On Sale. Except as noted otherwise on the Mortgage Loan Schedule, the related Mortgage contains the usual and customary “due-on-sale” clause or other similar provision for the acceleration of the payment of the Unpaid Principal Balance of such Mortgage Loan if the related Mortgaged Property or any interest therein is sold or transferred without the prior consent of the mortgagee thereunder;

(24) Prepayment Penalty. Except as noted otherwise on the Mortgage Loan Schedule, such Mortgage Loan is not subject to any Prepayment Penalty;

(25) Mortgaged Property Undamaged; No Condemnation. The related Mortgaged Property (and with respect to a Cooperative Loan, the related Cooperative Project and Cooperative Unit) is free of material damage and waste and there is no proceeding pending for the total or partial condemnation thereof;

(26) Customary Provisions. The related Mortgage contains customary and enforceable provisions that render the rights and remedies of the holder thereof adequate for the realization against the related Mortgaged Property of the benefits of the security provided thereby, including, (a) in the case of a Mortgage designated as a deed of trust, by trustee’s sale, and (b) in the case of a Mortgage, otherwise by judicial foreclosure;

(27) Conformance With Underwriting Standards. Such Mortgage Loan was underwritten in accordance with the PHH Guide;

(28) Appraisal. The Mortgage File contains an appraisal of the related Mortgaged Property on forms and with riders approved by Xxxxxx Mae and Xxxxxxx Mac, signed prior to the approval of such Mortgage Loan application by an appraiser, duly appointed by the originator of such Mortgage Loan, whose compensation is not affected by the approval or disapproval of such Mortgage Loan and who met the minimum qualifications of Xxxxxx Mae and Xxxxxxx Mac for appraisers. Each appraisal of the Mortgage Loan was made in accordance with the relevant provisions of the Financial Institutions Reform, Recovery, and Enforcement Act of 1989;

(29) Deeds of Trust. If the related Mortgage constitutes a deed of trust, then a trustee, duly qualified under applicable law to serve as such, has been properly designated and currently so serves and is named in such Mortgage, and no fees or expenses are or will become payable by the Purchaser to the trustee under such deed of trust, except in connection with a trustee’s sale after default by the related Mortgagor;

(30) LTV; Primary Mortgage Insurance Policy. Except with respect to Pledged Asset Mortgage Loans and any loan program as defined in the PHH Guide not requiring Primary Mortgage Insurance, if such Mortgage Loan had a Loan-to-Value Ratio of more than 80% at origination, such Mortgage Loan is and will be subject to a Primary Insurance Policy issued by a Qualified Mortgage Insurer, which insures the Seller or Servicer, its successors and assigns and insured’s in the amount set forth on the Mortgage Loan Schedule; provided that, a Primary Mortgage Insurance Policy will not be required for any Cooperative Loan if (i) the proceeds of such Cooperative Loan were used to purchase a Cooperative Unit at the “insider’s price” when the building was converted to a Cooperative Corporation, (ii) the value of the Cooperative Unit for purposes of establishing the LTV at origination was such “insider’s price”, (iii) the principal

amount of the Cooperative Loan at origination was not more than 100% of such “insider’s price” and (iv) the LTV at origination, as calculated using the Appraised Value at origination, was less than or equal to 80%. All provisions of such Primary Insurance Policy have been and are being complied with, such policy is in full force and effect, and all premiums due thereunder have been paid. Any related Mortgage subject to any such Primary Insurance Policy (other than a “lender-paid” Primary Insurance Policy) obligates the Mortgagor thereunder to maintain such insurance for the time period required by law and to pay all premiums and charges in connection therewith. As of the date of origination, the Loan-to-Value Ratio of such Mortgage Loan is as specified in the applicable Mortgage Loan Schedule;

(31) Occupancy. To the best of the Seller’s knowledge, the related Mortgaged Property (or with respect to a Cooperative Loan, the related Cooperative Unit) is lawfully occupied under applicable law and all inspections, licenses and certificates required to be made or issued with respect to all occupied portions of the Mortgaged Property (or with respect to a Cooperative Loan, the related Cooperative Unit) and, with respect to the use and occupancy of the same, including but not limited to certificates of occupancy, have been made or obtained from the appropriate authorities;

(32) Supervision and Examination by a Federal or State Authority. Each Mortgage Loan either was (a) closed in the name of the PHH Mortgage, or (b) closed in the name of another entity that is either a savings and loan association, a savings bank, a commercial bank, credit union, insurance company or an institution which is supervised and examined by a federal or state authority, or a mortgagee approved by the Secretary of Housing and Urban Development pursuant to Sections 203 and 211 of the National Housing Act (a “HUD Approved Mortgagee”), and was so at the time such Mortgage Loan was originated (PHH Mortgage or such other entity, the “Originator”) or (c) closed in the name of a loan broker under the circumstances described in the following sentence. If such Mortgage Loan was originated through a loan broker, such Mortgage Loan met the Originator’s underwriting criteria at the time of origination and was originated in accordance with the Originator’s policies and procedures and the Originator acquired such Mortgage Loan from the loan broker contemporaneously with the origination thereof. The Mortgage Loans that the Trust is selling to Purchaser were originated by or on behalf of PHH Mortgage and subsequently assigned to the Trust.

(33) Adjustments. All of the terms of the related Mortgage Note pertaining to interest rate adjustments, payment adjustments and adjustments of the outstanding principal balance, if any, are enforceable and such adjustments will not affect the priority of the lien of the related Mortgage; all such adjustments on such Mortgage Loan have been made properly and in accordance with the provisions of such Mortgage Loan;

(34) Insolvency Proceedings; The Servicemembers Civil Relief Act. To the best of the Seller’s knowledge, the related Mortgagor (1) is not the subject of any Insolvency Proceeding; and (2) has not requested any relief allowed to such Mortgagor under the Servicemembers Civil Relief Act;

(35) Xxxxxx Mae/Xxxxxxx Mac Documents. Such Mortgage Loan was closed on standard Xxxxxx Mae or Xxxxxxx Mac documents or on such documents otherwise acceptable to them;

(36) Payments. Unless otherwise disclosed in the Offering Materials or the Mortgage Loan Schedule, no Mortgage Loan contains provisions pursuant to which Monthly Payments are (a) paid or partially paid with funds deposited in any separate account established by the Seller, the Mortgagor, or anyone on behalf of the Mortgagor, (b) paid by any source other than the Mortgagor or (c) contains any other similar provisions which may constitute a “buydown” provision. The Mortgage Loan is not a graduated payment mortgage loan and the Mortgage Loan does not have a shared appreciation or other contingent interest feature;

(37) The Assignment of Mortgage. The Assignment is in recordable form and is acceptable for recording under the laws of the jurisdiction in which the Mortgaged Property is located;

(38) No Advances. Any principal advances made to the Mortgagor prior to the Cut-off Date have been consolidated with the outstanding principal amount secured by the Mortgage, and the secured principal amount, as consolidated, bears a single interest rate and single repayment term. The consolidated principal amount does not exceed the original principal amount of the Mortgage Loan plus any Negative Amortization;

(39) Balloon Loans. Unless otherwise disclosed in the Offering Materials or the Mortgage Loan Schedule, no Mortgage Loan has a balloon payment feature. With respect to any Mortgage Loan with a balloon payment feature, the Mortgage Note is payable in Monthly Payments based on a thirty year amortization schedule and has a final Monthly Payment substantially greater than the preceding Monthly Payment which is sufficient to amortize the remaining principal balance of the Mortgage Loan;

(40) Condominium Units/PUDs. If the residential dwelling on the Mortgaged Property is a condominium unit or a unit in a planned unit development (other than a de minimis planned unit development) such condominium or planned unit development project meets the eligibility requirements of the PHH Guide;

(41) High Cost Mortgage Loans. None of the Mortgage Loans are (a) subject to, covered by or in violation of the Home Ownership and Equity Protection Act of 1994 (“HOEPA”), (b) classified as a “high cost,” “covered,” “high risk home”, “high-rate, high-fee,” “threshold,” or “predatory” loan under HOEPA or any other applicable state, federal or local law, including any predatory or abusive lending laws (or a similarly classified loan using different terminology under a law imposing heightened scrutiny or additional legal liability for a residential mortgage loan having high interest rates, points and/or fees), (c) a High Cost Loan or Covered Loan, as applicable (as such terms are defined in the Standard & Poor’s LEVELS® Glossary Revised, Appendix E) or (d) in violation of any state law or ordinance comparable to HOEPA;

(42) No Rehabilitation Loan. Unless otherwise disclosed in the Offering Materials or the Mortgage Loan Schedule, no Mortgage Loan was made in connection with (a) the construction or rehabilitation of a Mortgaged Property or (b) facilitating the trade-in or exchange of a Mortgaged Property;

(43) No Adverse Conditions. The Seller has no knowledge of any circumstances or condition with respect to the Mortgage, the Mortgage Property (or with respect to a Cooperative Loan, the Cooperative Pledge Agreement, the Cooperative Unit or the Cooperative Project), the Mortgagor

or the Mortgagor’s credit standing that can reasonably be expected to cause the Mortgage Loan to be an unacceptable investment, cause the Mortgage Loan to become delinquent, or adversely affect the value of the Mortgage Loan;

(44) Scheduled Interest. Interest on each Mortgage Loan is calculated on the basis of a 360-day year consisting of twelve 30-day months;

(45) Environmental Laws. To the best of Seller’s knowledge, the Mortgaged Property is in material compliance with all applicable environmental laws pertaining to environmental hazards including, without limitation, asbestos, and neither the Seller nor, to the Seller’s knowledge, the related Mortgagor, has received any notice of any violation or potential violation of such law;

(46) Negative Amortization. Unless otherwise disclosed in the Offering Materials or the Mortgage Loan Schedule, no Mortgage Loan is subject to negative amortization;

(47) Cooperative Lien Search. With respect to each Cooperative Loan, a Cooperative Lien Search has been made by a company competent to make the same which company is acceptable to Xxxxxx Mae and Xxxxxxx Mac and qualified to do business in the jurisdiction where the Cooperative Unit is located;

(48) Cooperative Loan- Proprietary Lease. With respect to each Cooperative Loan, (i) the terms of the related Proprietary Lease is longer than the terms of the Cooperative Loan, (ii) there is no provision in any Proprietary Lease which requires the Mortgagor to offer for sale the Cooperative Shares owned by such Mortgagor first to the Cooperative Corporation, (iii) there is no prohibition in any Proprietary Lease against pledging the Cooperative Shares or assigning the Proprietary Lease and (iv) the Recognition Agreement is on a form of agreement published by the Aztech Document Systems, Inc. or includes provisions which are no less favorable to the lender than those contained in such agreement;

(49) Cooperative Loan- UCC Financing Statement. With respect to each Cooperative Loan, each original UCC financing statement, continuation statement or other governmental filing or recordation necessary to create or preserve the perfection and priority of the first priority lien and security interest in the Cooperative Shares and Proprietary Lease has been timely and properly made. Any security agreement, chattel mortgage or equivalent document related to the Cooperative Loan and delivered to the Mortgagor or its designee establishes in the Mortgagor a valid and subsisting perfected first lien on and security interest in the Mortgaged Property described therein, and the Mortgagor has full right to sell and assign the same;

(50) Cooperative Loan- Cooperative Pledge Agreement. With respect to each Cooperative Loan, each Cooperative Pledge Agreement contains enforceable provisions such as to render the rights and remedies of the holder thereof adequate for the realization of the benefits of the security provided thereby. The Cooperative Pledge Agreement contains an enforceable provision for the acceleration of the payment of the Unpaid Principal Balance of the Mortgage Note in the event the Cooperative Unit is transferred or sold without the consent of the holder thereof;

(51) Imaging. Each imaged document represents a true, complete, and correct copy of the original document in all respects, including, but not limited to, all signatures conforming with signatures contained in the original document, no information having been added or deleted, and

no imaged document having been manipulated or altered in any manner. Each imaged document is clear and legible, including, but not limited to, accurate reproductions of photographs. No original documents have been or will be altered in any manner;

(52) No predatory or deceptive lending practices, including but not limited to, the extension of credit to a mortgagor without regard for the mortgagor’s ability to repay the Mortgage Loan and the extension of credit to a mortgagor which has no apparent benefit to the mortgagor, were employed in connection with the origination of the Mortgage Loan. Each Mortgage Loan is in compliance with the anti-predatory lending eligibility for purchase requirements of the Xxxxxx Mae Guides;

(53) No Mortgagor was required to purchase any credit life, disability, accident or health insurance product as a condition of obtaining the extension of credit. No Mortgagor obtained a prepaid single premium credit life, disability, accident or health insurance policy in connection with the origination of the Mortgage Loan. No proceeds from any Mortgage Loan were used to purchase single premium credit insurance policies as part of the origination of, or as a condition to closing, such Mortgage Loan;

(54) None of the Mortgage Loans are subject to a prepayment penalty.

(55) The Seller has complied with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 (collectively, the “Anti-Money Laundering Laws”); the Seller has established an anti-money laundering compliance program as required by the Anti-Money Laundering Laws, has conducted the requisite due diligence in connection with the origination of each Mortgage Loan for purposes of the Anti-Money Laundering Laws, including with respect to the identity of the applicable Mortgagor and, other than with respect to any Mortgage Loan originated pursuant to a “specialty/Alt-A” program, the origin of the assets used by the said Mortgagor to purchase the property in question, and maintains, and will maintain, sufficient information to identify the applicable Mortgagor for purposes of the Anti-Money Laundering Laws. No Mortgage Loan is subject to nullification pursuant to Executive Order 13224 (the “Executive Order”) or the regulations promulgated by the Office of Foreign Assets Control of the United States Department of the Treasury (the “OFAC Regulations”) or in violation of the Executive Order or the OFAC Regulations, and no Mortgagor is subject to the provisions of such Executive Order or the OFAC Regulations nor listed as a “blocked person” for purposes of the OFAC Regulations;

(56) No Mortgagor was encouraged or required to select a Mortgage Loan product offered by the Mortgage Loan’s originator which is a higher cost product designed for less creditworthy borrowers, unless at the time of the Mortgage Loan’s origination, such Mortgagor did not qualify taking into account credit history and debt to income ratios for a lower cost credit product then offered by the Mortgage Loan’s originator or any affiliate of the Mortgage Loan’s originator. If, at the time of loan application, the Mortgagor may have qualified for a for a lower cost credit product then offered by any mortgage lending affiliate of the Mortgage Loan’s originator, the Mortgage Loan’s originator referred the Mortgagor’s application to such affiliate for underwriting consideration;

(57) The methodology used in underwriting the extension of credit for each Mortgage Loan employs objective mathematical principles which relate the Mortgagor’s income, assets and liabilities to the proposed payment and such underwriting methodology does not rely on the extent of the Mortgagor’s equity in the collateral as the principal determining factor in approving such credit extension. Such underwriting methodology confirmed that at the time of origination (application/approval) the Mortgagor had a reasonable ability to make timely payments on the Mortgage Loan;

(58) All points and fees related to each Mortgage Loan were disclosed in writing to the related Borrower in accordance with applicable state and federal law and regulation. Except in the case of a Mortgage Loan in an original principal amount of less than $60,000 which would have resulted in an unprofitable origination, no related Borrower was charged “points and fees” (whether or not financed) in an amount greater than 5% of the principal amount of such loan, such 5% limitation is calculated in accordance with Xxxxxx Mae’s anti-predatory lending requirements as set forth in the Xxxxxx Mae Selling Guide. All fees and charges (including finance charges) and whether or not financed, assessed, collected or to be collected in connection with the origination and servicing of each such Mortgage Loan were disclosed in writing to the related Mortgagor in accordance with applicable state and federal laws and regulations;

(59) Each Mortgage Loan constitutes a “qualified mortgage” under Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1);

(60) No Mortgage Loan is a “High Cost Home Loan” as defined in the Georgia Fair Lending Act, as amended (the “Georgia Act”). Each Mortgage Loan that is a “Home Loan” under the Georgia Act complies with all applicable provisions of the Georgia Act. No Mortgage Loan secured by owner occupied real property or an owner occupied manufactured home located in the State of Georgia was originated (or modified) on or after October 1, 2002 through and including March 6, 2003;

(61) With respect to any Mortgage Loan for which a mortgage loan application was submitted by the Mortgagor after April 1, 2004, no such Mortgage Loan secured by Mortgaged Property in the State of Illinois which has a mortgage rate in excess of 8.0% per annum has lender-imposed fees (or other charges) in excess of 3.0% of the original principal balance of the Mortgage Loan;

(62) With respect to each Mortgage Loan, the Mortgagor has not made or caused to be made any payment in the nature of an “average” or “yield spread premium” to a mortgage broker or a like Person which has not been fully disclosed to the Mortgagor;

(63) With respect to each MERS Mortgage Loan, a MIN has been assigned by MERS and such MIN is accurately provided on the Mortgage Loan Schedule. The related Assignment of Mortgage to MERS has been duly and properly recorded, or has been delivered for recording to the applicable recording office;

(64) With respect to each MERS Mortgage Loan, the Seller has not received any notice of liens or legal actions with respect to such Mortgage Loan and no such notices have been electronically posted by MERS; and

(65) With respect to any Mortgage Loan originated on or after August 1, 2004, no Mortgagor agreed to submit to arbitration to resolve any dispute arising out of or relating in any way to the Mortgage Loan transaction.

EXHIBIT E

Representation and Warranties with Respect to the GreenPoint Mortgage Loans

Except for “Mortgage Loans”, which shall mean the GreenPoint Mortgage Loans sold by the Seller to the Purchaser, all capitalized terms in this Exhibit E shall have the meanings ascribed to them in the GreenPoint Servicing Agreement.

(i) The information set forth in the related Mortgage Loan Schedule and the Mortgage Loan data delivered to the Purchaser on the Data Tape is complete, true and correct in all material respects;

(ii) The Mortgage Loan is in compliance with all requirements set forth in the related Confirmation, and the characteristics of the related Mortgage Loan Package as set forth in the related Confirmation are true and correct;

(iii) All payments required to be made up to the close of business on the Closing Date for such Mortgage Loan under the terms of the Mortgage Note have been made; the Seller has not advanced funds, or induced, solicited or knowingly received any advance of funds from a party other than the owner of the related Mortgaged Property, directly or indirectly, for the payment of any amount required by the Mortgage Note or Mortgage. No payment under the Mortgage Loan has been delinquent at any time since the origination of the Mortgage Loan;

(iv) There are no delinquent taxes, ground rents, water charges, sewer rents, assessments, insurance premiums, leasehold payments, including assessments payable in future installments or other outstanding charges affecting the related Mortgaged Property;

(v) The Mortgaged Property is located in the state identified in the related Mortgage Loan Schedule and is improved by a Residential Dwelling;

(vi) The terms of the Mortgage Note and the Mortgage have not been impaired, waived, altered or modified in any respect, except by written instruments, recorded in the applicable public recording office or registered with the MERS System if necessary to maintain the lien priority of the Mortgage, and which have been delivered to the Purchaser; the substance of any such waiver, alteration or modification has been approved by the insurer under the Primary Insurance Policy or LPMI Policy, if any, and the title insurer, to the extent required by the related policy, and is reflected on the related Mortgage Loan Schedule. No instrument of waiver, alteration or modification has been executed, and no Mortgagor has been released, in whole or in part, except in connection with an assumption agreement approved by the insurer under the Primary Insurance Policy or LPMI Policy, if any, the title insurer, to the extent required by the policy, and which assumption agreement has been delivered to the Purchaser and the terms of which are reflected in the related Mortgage Loan Schedule;

(vii) The Mortgage Note and the Mortgage are not subject to any right of rescission, set-off, counterclaim or defense, including the defense of usury, nor will the operation of any of the terms of the Mortgage Note and/or the Mortgage, or the exercise of any right thereunder, render the Mortgage unenforceable, in whole or in part, or subject to any right of

rescission, set-off, counterclaim or defense, including the defense of usury and no such right of rescission, set-off, counterclaim or defense has been asserted with respect thereto;

(viii) All buildings upon the Mortgaged Property are insured by an insurer acceptable to FNMA and FHLMC against loss by fire, hazards of extended coverage and such other hazards as are customary in the area where the Mortgaged Property is located, pursuant to insurance policies conforming to the requirements of the Servicing Addendum. All such insurance policies contain a standard mortgagee clause naming the Seller, its successors and assigns as mortgagee and all premiums thereon have been paid. If the Mortgaged Property is in an area identified on a Flood Hazard Map or Flood Insurance Rate Map issued by the Federal Emergency Management Agency as having special flood hazards (and such flood insurance has been made available) a flood insurance policy meeting the requirements of the current guidelines of the Federal Insurance Administration is in effect which policy conforms to the requirements of FNMA and FHLMC. The Mortgage obligates the Mortgagor thereunder to maintain all such insurance at the Mortgagor’s cost and expense, and on the Mortgagor’s failure to do so, authorizes the holder of the Mortgage to maintain such insurance at Mortgagor’s cost and expense and to seek reimbursement therefor from the Mortgagor;

(ix) Any and all requirements of any federal, state or local law including, without limitation, usury, truth in lending, real estate settlement procedures, consumer credit protection, equal credit opportunity, fair housing, disclosure laws or all predatory and abusive lending laws applicable to the origination and servicing of mortgage loans of a type similar to the Mortgage Loans have been complied with and the consummation of the transactions contemplated hereby will not involve the violation of any such laws, and the Seller shall maintain in its possession, available for the inspection of the Purchaser or its designee, and shall upon two Business Days’ request, evidence of compliance with such requirements;

(x) The Mortgage has not been satisfied, cancelled, subordinated or rescinded, in whole or in part, and the Mortgaged Property has not been released from the lien of the Mortgage, in whole or in part, nor has any instrument been executed that would effect any such satisfaction, cancellation, subordination, rescission or release;

(xi) The related Mortgage is properly recorded and is a valid, existing and enforceable (A) first lien and first priority security interest with respect to each Mortgage Loan which is indicated by the Seller to be a First Lien (as reflected on the Mortgage Loan Schedule), or (B) second lien and second priority security interest with respect to each Mortgage Loan which is indicated by the Seller to be a Second Lien (as reflected on the Mortgage Loan Schedule), in either case, on the Mortgaged Property, including all improvements on the Mortgaged Property subject only to (a) the lien of current real property taxes and assessments not yet due and payable, (b) covenants, conditions and restrictions, rights of way, easements and other matters of the public record as of the date of recording being acceptable to mortgage lending institutions generally and specifically referred to in the lender’s title insurance policy delivered to the originator of the Mortgage Loan and which do not adversely affect the Appraised Value of the Mortgaged Property, (c) other matters to which like properties are commonly subject which do not materially interfere with the benefits of the security intended to be provided by the Mortgage or the use, enjoyment, value or marketability of the related Mortgaged Property and (d) with respect to each Mortgage Loan which is indicated by the Seller

to be a Second Lien Mortgage Loan (as reflected on the Mortgage Loan Schedule) a First Lien on the Mortgaged Property.. Any security agreement, chattel mortgage or equivalent document related to and delivered in connection with the Mortgage Loan establishes and creates a valid, existing and enforceable (A) first lien and first priority security interest with respect to each Mortgage Loan which is indicated by the Seller to be a First Lien (as reflected on the Mortgage Loan Schedule) or (B) second lien and second priority security interest with respect to each Mortgage Loan which is indicated by the Seller to be a Second Lien Mortgage Loan (as reflected on the Mortgage Loan Schedule), in either case, on the property described therein and the Seller has full right to sell and assign the same to the Purchaser The Mortgaged Property was not, as of the date of origination of the Mortgage Loan, subject to a mortgage, deed of trust, deed to secure debt or other security instrument creating a lien subordinate to the lien of the Mortgage;

(xii) The Mortgage Note and the related Mortgage are genuine and each is the legal, valid and binding obligation of the maker thereof, enforceable in accordance with its terms except as enforceability is limited by bankruptcy, insolvency or reorganization or other similar laws affecting the enforcement of the rights of creditors and general principals of equity, whether enforcement is sought in a proceeding in equity or at law;

(xiii) All parties to the Mortgage Note and the Mortgage had legal capacity to enter into the Mortgage Loan and to execute and deliver the Mortgage Note and the Mortgage, and the Mortgage Note and the Mortgage have been duly and properly executed by such parties. The Mortgagor is a natural person;

(xiv) The proceeds of the Mortgage Loan have been fully disbursed to or for the account of the Mortgagor and there is no obligation for the Mortgagee to advance additional funds thereunder and any and all requirements as to completion of any on-site or off-site improvement and as to disbursements of any escrow funds therefor have been complied with All costs, fees and expenses incurred in making or closing the Mortgage Loan and the recording of the Mortgage have been paid, and the Mortgagor is not entitled to any refund of any amounts paid or due to the Mortgagee pursuant to the Mortgage Note or Mortgage;

(xv) The Seller is the sole legal, beneficial and equitable owner of the Mortgage Note and the Mortgage. The Seller has full right and authority under all governmental and regulatory bodies having jurisdiction over such Seller, subject to no interest or participation of, or agreement with, any party, to transfer and sell the Mortgage Loan to the Purchaser pursuant to this Agreement free and clear of any encumbrance or right of others, equity, lien, pledge, charge, mortgage, claim, participation interest or security interest of any nature (collectively, a “Lien”); and immediately upon the transfers and assignments herein contemplated, the Seller shall have transferred and sold all of its right, title and interest in and to each Mortgage Loan and the Purchaser will hold good, marketable and indefeasible title to, and be the owner of, each Mortgage Loan subject to no Lien;

(xvi) All parties which have had any interest in the Mortgage Loan, whether as originator, mortgagee, assignee, pledgee or otherwise, are (or, during the period in which they held and disposed of such interest, were): (A) organized under the laws of such state, or (B) qualified to do business in such state, or (C) federal savings and loan associations or national banks having principal offices in such state, or (D) not doing business in such state so as to

require qualification or licensing, or (E) not otherwise required to be licensed in such state All parties which have had any interest in the Mortgage Loan were in compliance with any and all applicable “doing business” and licensing requirements of the laws of the state wherein the Mortgaged Property is located or were not required to be licensed in such state;

(xvii) The Mortgage Loan is covered by an American Land Title Association (“ALTA”) ALTA lender’s title insurance policy (which, in the case of an Adjustable Rate Mortgage Loan has an adjustable rate mortgage endorsement in the form of ALTA 6.0 or 6.1), issued by a title insurer acceptable to FNMA and FHLMC and qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring (subject to the exceptions contained above in (xi)(a) and (b) and, with respect to each Mortgage Loan which is indicated by the Seller to be a Second Lien Mortgage Loan (as reflected on the Mortgage Loan Schedule) clause (d)) the Seller, its successors and assigns as to the first priority lien of the Mortgage in the original principal amount of the Mortgage Loan and, with respect to any Adjustable Rate Mortgage Loan, against any loss by reason of the invalidity or unenforceability of the lien resulting from the provisions of the Mortgage providing for adjustment in the Mortgage Interest Rate and Monthly Payment. Additionally, such lender’s title insurance policy affirmatively insures ingress and egress to and from the Mortgaged Property, and against encroachments by or upon the Mortgaged Property or any interest therein. The Seller is the sole insured of such lender’s title insurance policy, and such lender’s title insurance policy is in full force and effect and will be in full force and effect upon the consummation of the transactions contemplated by this Agreement. No claims have been made under such lender’s title insurance policy, and no prior holder of the related Mortgage, including the Seller, has done, by act or omission, anything which would impair the coverage of such lender’s title insurance policy;

(xviii) There is no default, breach, violation or event of acceleration existing under the Mortgage or the Mortgage Note and no event which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a default, breach, violation or event of acceleration, and the Seller has not waived any default, breach, violation or event of acceleration. With respect to each Mortgage Loan which is indicated by the Seller to be a Second Lien Mortgage Loan (as reflected on the Mortgage Loan Schedule) (i) the First Lien is in full force and effect, (ii) there is no default, breach, violation or event of acceleration existing under such First Lien mortgage or the related mortgage note, (iii) no event which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a default, breach, violation or event of acceleration thereunder, and either (A) the First Lien mortgage contains a provision which allows or (B) applicable law requires, the mortgagee under the Second Lien Mortgage Loan to receive notice of, and affords such mortgagee an opportunity to cure any default by payment in full or otherwise under the First Lien mortgage;

(xix) There are no mechanics’ or similar liens or claims which have been filed for work, labor or material (and no rights are outstanding that under law could give rise to such lien) affecting the related Mortgaged Property which are or may be liens prior to, or equal or coordinate with, the lien of the related Mortgage;

(xx) All improvements which were considered in determining the Appraised Value of the related Mortgaged Property lay wholly within the boundaries and building

restriction lines of the Mortgaged Property, and no improvements on adjoining properties encroach upon the Mortgaged Property;

(xxi) The Mortgage Loan was originated by the Seller or by a savings and loan association, a savings bank, a commercial bank or similar banking institution which is supervised and examined by a federal or state authority, or by a mortgagee approved as such by the Secretary of HUD;

(xxii) Payments on the Mortgage Loan shall commence (with respect to any newly originated Mortgage Loans) or commenced no more than sixty days after the proceeds of the Mortgage Loan were disbursed. The Mortgage Loan bears interest at the Mortgage Interest Rate With respect to each Mortgage Loan. the Mortgage Note is payable on the first day of each month in Monthly Payments, which, (A) in the case of a Fixed Rate Mortgage Loan, are sufficient to fully amortize the original principal balance over the original term thereof and to pay interest at the related Mortgage Interest Rate, and (B) in the case of an Adjustable Rate Mortgage Loan, are changed on each Adjustment Date, and in any case, are sufficient to fully amortize the original principal balance over the original term thereof and to pay interest at the related Mortgage Interest Rate. The Index for each Adjustable Rate Mortgage Loan is as defined in the related Mortgage Loan Schedule. With respect to each Mortgage Loan identified on the Mortgage Loan Schedule as an interest-only Mortgage Loan, the interest-only period shall not exceed the period specified on the Mortgage Loan Schedule and following the expiration of such interest-only period, the remaining Monthly Payments shall be sufficient to fully amortize the original principal balance over the remaining term of the Mortgage Loan. The Mortgage Note does not permit negative amortization. No Mortgage Loan is a Convertible Mortgage Loan;

(xxiii) The origination and collection practices used by the Seller with respect to each Mortgage Note and Mortgage have been in all respects legal, proper, prudent and customary in the mortgage origination and servicing industry. The Mortgage Loan has been serviced by the Seller and any predecessor servicer in accordance with all applicable laws, rules and regulations, the terms of the Mortgage Note and Mortgage, and the FNMA and FHLMC servicing guides. With respect to escrow deposits and Escrow Payments (other than with respect to each Mortgage Loan which is indicated by the Seller to be a Second Lien Mortgage Loan and for which the mortgagee under the First Lien is collecting Escrow Payments (as reflected on the Mortgage Loan Schedule)), if any, all such payments are in the possession of, or under the control of, the Seller and there exist no deficiencies in connection therewith for which customary arrangements for repayment thereof have not been made. No escrow deposits or Escrow Payments or other charges or payments due the Seller have been capitalized under any Mortgage or the related Mortgage Note and no such escrow deposits or Escrow Payments are being held by the Seller for any work on a Mortgaged Property which has not been completed;

(xxiv) The Mortgaged Property is free of damage and waste and is in good repair, and there is no proceeding pending or, to the best of the Seller’s knowledge, threatened for the total or partial condemnation thereof nor is such a proceeding currently occurring;

(xxv) The Mortgage and related Mortgage Note contain customary and enforceable provisions such as to render the rights and remedies of the holder thereof adequate for the realization against the Mortgaged Property of the benefits of the security provided

thereby, including, (a) in the case of a Mortgage designated as a deed of trust, by trustee’s sale, and (b) otherwise by judicial foreclosure. The Mortgaged Property has not been subject to any bankruptcy proceeding or foreclosure proceeding and the Mortgagor has not filed for protection under applicable bankruptcy laws. There is no homestead or other exemption available to the Mortgagor which would interfere with the right to sell the Mortgaged Property at a trustee’s sale or the right to foreclose the Mortgage;

(xxvi) The Mortgagor has not notified the Seller and the Seller has no knowledge of any relief requested or allowed to the Mortgagor under the Servicemembers Civil Relief Act;

(xxvii)  The Mortgage Loan was underwritten in accordance with the Underwriting Guidelines of the Seller in effect at the time the Mortgage Loan was originated; and the Mortgage Note and Mortgage are on forms acceptable to FNMA and FHLMC;

(xxviii)  The Mortgage Note is not and has not been secured by any collateral except the lien of the corresponding Mortgage on the Mortgaged Property and the security interest of any applicable security agreement or chattel mortgage referred to in (xi) above;

(xxix) The Mortgage File contains an appraisal of the related Mortgaged Property which, (a) with respect to First Lien Mortgage Loans, was on appraisal form 1004 or form 2055 with an interior inspection, or (b) with respect to Second Lien Mortgage Loans, was on appraisal form 704, 2065 or 2055 with an exterior only inspection, and (c) with respect to (a) or (b) above, was made and signed, prior to the approval of the Mortgage Loan application, by a qualified appraiser, duly appointed by the Seller, who had no interest, direct or indirect in the Mortgaged Property or in any loan made on the security thereof, whose compensation is not affected by the approval or disapproval of the Mortgage Loan and who met the minimum qualifications of FNMA and FHLMC. Each appraisal of the Mortgage Loan was made in accordance with the relevant provisions of the Financial Institutions Reform, Recovery, and Enforcement Act of 1989;

(xxx) In the event the Mortgage constitutes a deed of trust, a trustee, duly qualified under applicable law to serve as such, has been properly designated and currently so serves and is named in the Mortgage, and no fees or expenses are or will become payable by the Purchaser to the trustee under the deed of trust, except in connection with a trustee’s sale after default by the Mortgagor;

(xxxi) With respect to each Buydown Mortgage Loan:

(1) On or before the date of origination of such Mortgage Loan, the Seller and the Mortgagor, or the Seller, the Mortgagor and the seller of the Mortgaged Property or a third party entered into a Buydown Agreement. The Buydown Agreement provides that the seller of the Mortgaged Property (or third party) shall deliver to the Seller temporary Buydown Funds in an amount equal to the aggregate undiscounted amount of payments that, when added to the amount the Mortgagor on such Mortgage Loan is obligated to pay on each Due Date in accordance with the terms of the Buydown Agreement, is equal to the full scheduled Monthly Payment due on such Mortgage Loan.. The temporary

Buydown Funds enable the Mortgagor to qualify for the Buydown Mortgage Loan for the first six months of the term of such Mortgage Loan at an interest rate of not more than 1.0% less per annum than the Mortgage Interest Rate The effective interest rate will increase in the seventh month of the Buydown Mortgage Loan so that the effective interest rate will be equal to the interest rate as set forth in the related Mortgage Note;

(2) The Mortgage and Mortgage Note reflect the permanent payment terms rather than the payment terms of the Buydown Agreement. The Buydown Agreement provides for the payment by the Mortgagor of the full amount of the Monthly Payment on any Due Date that the Buydown Funds are not available. The Buydown Funds were not used to reduce the original principal balance of the Mortgage Loan or to increase the Appraised Value of the Mortgaged Property when calculating the Loan-to-Value Ratios for purposes of this Agreement and, if the Buydown Funds were provided by the Seller and if required under Agency Guidelines, the terms of the Buydown Agreement were disclosed to the appraiser of the Mortgaged Property;

(3) The Buydown Funds may not be refunded to the Mortgagor unless the Mortgagor makes a principal payment for the outstanding balance of the Mortgage Loan;

(4) No more than ___% of the Mortgage Loans, measured by unpaid principal balance as of the Cut-off Date, are Buydown Mortgage Loans;

(5) As of the Cut-off Date, the Buydown Funds are 5% or less of the aggregate Stated Principal Balance of the Mortgage Loans. Each of the Buydown Mortgage Loans provide that the amount of the Buydown Funds is determined through a discounting process using a discount rate of ___% and at origination the aggregate Buydown Funds were 20% or less of the aggregate original principal balances of the Mortgage Loans;

(6) As of the date of origination of the Mortgage Loan, the provisions of the related Buydown Agreement complied with the requirements of FNMA and FHLMC regarding buydown agreements;]

(xxxii)   The Mortgage Loan is not a graduated payment mortgage loan or a balloon Mortgage Loan, and the Mortgage Loan does not have a shared appreciation or other contingent interest feature;

(xxxiii) The Mortgagor has executed a statement to the effect that the Mortgagor has received all disclosure materials required by applicable law with respect to the making of fixed rate mortgage loans in the case of Fixed Rate Mortgage Loans, and adjustable rate mortgage loans in the case of Adjustable Rate Mortgage Loans and rescission materials with respect to Refinanced Mortgage Loans, and such statement is and will remain in the Mortgage File;

(xxxiv) No Mortgage Loan was made in connection with (a) the construction or rehabilitation of a Mortgaged Property or (b) facilitating the trade-in or exchange of a Mortgaged Property;

(xxxv) The Seller has no knowledge of any circumstances or condition with respect to the Mortgage, the Mortgaged Property, the Mortgagor or the Mortgagor’s credit standing that can reasonably be expected to cause the Mortgage Loan to be an unacceptable investment, cause the Mortgage Loan to become delinquent, cause the Mortgage Loan to not be paid in full when due, or adversely affect the value of the Mortgage Loan;

(xxxvi)    With respect to any Mortgage Loan with an original Loan-to-Value Ratio greater than 80%, the Mortgage Loan will be insured by a Primary Insurance Policy, issued by a Qualified Insurer, which insures that portion of the Mortgage Loan in excess of the portion of the Appraised Value of the Mortgaged Property required by FNMA. All provisions of such Primary Insurance Policy have been and are being complied with, such policy is in full force and effect, and all premiums due there under have been paid. Any Mortgage subject to any such Primary Insurance Policy obligates the Mortgagor there under to maintain such insurance and to pay all premiums and charges in connection therewith. The Mortgage Interest Rate for the Mortgage Loan does not include any such insurance premium. If a Mortgage Loan is identified on the Mortgage Loan Schedule as subject to a Lender Paid Mortgage Insurance Policy, such policy insures that portion of the Mortgage Loan set forth in the LPMI Policy. All provisions of any such LPMI Policy have been and are being complied with, such policy is in full force and effect, and all premiums due there under have been paid. The Mortgage Interest Rate for the Mortgage Loan does not include the insurance premium for any LPMI Policy;

(xxxvii) The Mortgaged Property is lawfully occupied under applicable law; all inspections, licenses and certificates required to be made or issued with respect to all occupied portions of the Mortgaged Property and, with respect to the use and occupancy of the same, including but not limited to certificates of occupancy and fire underwriting certificates, have been made or obtained from the appropriate authorities. No improvement located on or being part of any Mortgaged Property is in violation of any applicable zoning and subdivision law, ordinance or regulation;

(xxxviii) No error, omission, misrepresentation, negligence, fraud or similar occurrence with respect to a Mortgage Loan has taken place on the part of any person, including without limitation the Mortgagor, any appraiser, any builder or developer, or any other party involved in the origination of the Mortgage Loan or in the application of any insurance in relation to such Mortgage Loan;

(xxxix)      Each original Mortgage was recorded and all subsequent assignments of the original Mortgage (other than the assignment to the Purchaser) have been recorded, or are in the process of being recorded, in the appropriate jurisdictions wherein such recordation is necessary to perfect the lien thereof as against creditors of the Seller. As to any Mortgage Loan which is not a MERS Mortgage Loan, the Assignment of Mortgage is in recordable form and is acceptable for recording under the laws of the jurisdiction in which the Mortgaged Property is located;

(xl) Any principal advances made to the Mortgagor prior to the Cut-off Date have been consolidated with the outstanding principal amount secured by the Mortgage, and the secured principal amount, as consolidated, bears a single interest rate and single repayment term reflected on the Mortgage Loan Schedule. The lien of the Mortgage securing the consolidated principal amount is expressly insured as having (A) first lien priority with respect to each Mortgage Loan which is indicated by the Seller to be a First Lien (as reflected on the Mortgage Loan Schedule), or (B) second lien priority with respect to each Mortgage Loan which is indicated by the Seller to be a Second Lien Mortgage Loan (as reflected on the Mortgage Loan Schedule), in either case, by a title insurance policy, an endorsement to the policy insuring the mortgagee’s consolidated interest or by other title evidence acceptable to FNMA and FHLMC The consolidated principal amount does not exceed the original principal amount of the Mortgage Loan;

(xli) If the Residential Dwelling on the Mortgaged Property is a condominium unit or a unit in a planned unit development (other than a de minimis planned unit development) such condominium or planned unit development project meets the eligibility requirements of FNMA and FHLMC;

(xlii) Each Mortgage Loan originated in the state of Texas pursuant to Article XVI, Section 50(a)(6) of the Texas Constitution (a “Texas Refinance Loan”) has been originated in compliance with the provisions of Article XVI, Section 50(a)(6) of the Texas Constitution, Texas Civil Statutes and the Texas Finance Code. With respect to each Texas Refinance Loan that is a Cash Out Refinancing, the related Mortgage Loan Documents state that the Mortgagor may prepay such Texas Refinance Loan in whole or in part without incurring a Prepayment Charge. The Seller does not collect any such Prepayment Charges in connection with any such Texas Refinance Loan;

(xliii) Interest on each Mortgage Loan is calculated on the basis of a 360-day year consisting of twelve 30-day months;

(xliv) The Mortgaged Property is in material compliance with all applicable environmental laws pertaining to environmental hazards including, without limitation, asbestos, and neither the Seller nor, to the Sellers knowledge, the related Mortgagor, has received any notice of any violation or potential violation of such law;

(xlv) The Seller shall, at its own expense, cause each Mortgage Loan to be covered by a “life of loan” Tax Service Contract which is assignable to the Purchaser or its designee at no cost to the Purchaser or its designee; provided however, that if the Seller fails to purchase such Tax Service Contract, the Seller shall be required to reimburse the Purchaser for all costs and expenses incurred by the Purchaser in connection with the purchase of any such Tax Service Contract;

(xlvi) Each Mortgage Loan is covered by a “life of loan” Flood Zone Service Contract which is assignable to the Purchaser or its designee at no cost to the Purchaser or its designee or, for each Mortgage Loan not covered by such Flood Zone Service Contract, the Seller agrees to purchase such Flood Zone Service Contract;

(xlvii) None of the Adjustable Rate Mortgage Loans include an option to convert to a Fixed Rate Mortgage Loan;

(xlviii) No selection procedures were used by the Seller that identified the Mortgage Loans as being less desirable or valuable than other comparable mortgage loans in the Seller’s portfolio;

(xlix) The Loan-to-Value Ratio of any Mortgage Loan at origination was not more than 95% and the CLTV of any Mortgage Loan at origination was not more than 100%;

(l) Each Mortgage Loan constitutes a “qualified mortgage” under Section 860G(a)(3)(A) of the Code and Treasury Regulation Section l.860G-2(a)(1);

(li) No Mortgage Loan is (a) subject to, covered by or in violation of the provisions of the Homeownership and Equity Protection Act of 1994, as amended (“HOEPA”), (b) a “high cost”, “covered”, “abusive”, “predatory”, “home loan”, “Section 10” or “high risk” mortgage loan (or a similarly designated loan using different terminology) under any federal, state or local law, or any other statute or regulation providing assignee liability to holders of such mortgage loans, or (c) subject to or in violation of any such or comparable federal, state or local statutes or regulations. No Mortgage Loan is a high cost loan or a covered loan, as applicable (as such terms are defined in Standard & Poor’s LEVELS Version 5.6 Glossary Revised, Appendix E as of the related Closing Date);

(lii) Each Mortgage Loan has a valid and original Credit Score, with a minimum Credit Score as set forth in the related Commitment Letter;

(liii) No Mortgage Loan had an original term to maturity of more than thirty (30) years;

(liv) No Mortgagor is the obligor on more than two Mortgage Notes;

(lv) Each Mortgage contains a provision for the acceleration of the payment of the unpaid principal balance of the related Mortgage Loan in the event the related Mortgaged Property is sold without the prior consent of the mortgagee thereunder;

(lvi) With respect to each Mortgage Loan which is a Second Lien, (i) the related first lien does not provide for negative amortization, and (ii) either no consent for the Mortgage Loan is required by the holder of the first lien or such consent has been obtained and is contained in the Mortgage File;

(lvii) No Mortgage Loan originated prior to October 1, 2002 has a Prepayment Charge longer than five years after its origination;

(lviii) The Mortgage Loan Documents with respect to each Mortgage Loan subject to Prepayment Charges specifically authorizes such Prepayment Charges to be collected, such Prepayment Charges are permissible and enforceable in accordance with the terms of the related Mortgage Loan Documents and all applicable federal, state and local laws (except to the extent that the enforceability thereof may be limited by bankruptcy, insolvency, moratorium,

receivership and other similar laws relating to creditors’ rights generally or the collectability thereof may be limited due to acceleration in connection with a foreclosure) and each Prepayment Charge was originated in compliance with all applicable federal, state and local laws;

(lix) With respect to any Mortgage Loan that contains a provision permitting imposition of a Prepayment Charge upon a Principal Prepayment prior to maturity: (i) prior to the Mortgage Loan’s origination, the Mortgagor agreed to such Prepayment Charge in exchange for a monetary benefit, including but not limited to a Mortgage Interest Rate or fee reduction, (ii) prior to the Mortgage Loan’s origination, the Mortgagor was offered the option of obtaining a Mortgage Loan that did not require payment of a Prepayment Charge, (iii) the Prepayment Charge is disclosed to the Mortgagor in the Mortgage Loan Documents pursuant to applicable state and federal law, (iv) for Mortgage Loans originated on or after September 1, 2004, the duration of the prepayment period shall not exceed three (3) years from the date of the Mortgage Note, unless the Mortgage Loan was modified to reduce the prepayment period to no more than five years from the date of the Mortgage Note and the Mortgagor was notified in writing of such reduction in the prepayment period, and (v) notwithstanding any state or federal law to the contrary, the Seller shall not impose such Prepayment Charge in any instance when the Mortgage debt is accelerated as the result of the Mortgagor’s default in making the Monthly Payments;

(lx) No Mortgagor was required to purchase any credit life, disability, accident or health insurance product or debt cancellation agreement as a condition of obtaining the extension of credit. No Mortgagor obtained a prepaid single premium credit life, disability, accident or health insurance policy in connection with the origination of the Mortgage Loan, and no proceeds from any Mortgage Loan were used to finance single-premium credit insurance policies or debt cancellation agreements as part of the origination of, or as a condition to closing, such Mortgage Loan;

(lxi) No Mortgage Loan originated or modified on or after October 1, 2002 and prior to March 7, 2003 is secured by a Mortgaged Property located in the State of Georgia;

(lxii) The Seller and any predecessor servicer has fully furnished, in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company (three of the credit repositories) on a monthly basis; and the Seller will fully furnish, in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Credit Information Company (three of the credit repositories), on a monthly basis;

(lxiii) No predatory, abusive or deceptive lending practices, including but not limited to, the extension of credit to a Mortgagor without regard for the Mortgagor’s ability to repay the Mortgage Loan and the extension of credit to a Mortgagor which has no tangible net benefit to the Mortgagor, were employed in connection with the origination of the Mortgage Loan Each Mortgage Loan is in compliance with the anti-predatory lending eligibility for purchase requirements of FNMA’s Selling Guide;

(lxiv) The Seller has complied with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 (collectively, the “Anti-Money Laundering Laws”). The Seller has established an anti-money laundering compliance program as required by the Anti-Money Laundering Laws, has conducted the requisite due diligence in connection with the origination of each Mortgage Loan for purposes of the Anti-Money Laundering Laws, including with respect to the legitimacy of the applicable Mortgagor and the origin of the assets used by the said Mortgagor to purchase the property in question, and maintains, and will maintain, sufficient information to identify the applicable Mortgagor for purposes of the Anti-Money Laundering Laws; no Mortgage Loan is subject to nullification pursuant to Executive Order 13224 (the “Executive Order”) or the regulations promulgated by the Office of Foreign Assets Control of the United States Department of the Treasury (the “OFAC Regulations”) or in violation of the Executive Order or the OFAC Regulations, and no Mortgagor is subject to the provisions of such Executive Order or the OFAC Regulations nor listed as a “blocked person” for purposes of the OFAC Regulations;

(lxv) No Mortgagor was encouraged or required to select a Mortgage Loan product offered by the Seller which is a higher cost product designed for less creditworthy borrowers, unless at the time of the related Mortgage Loan’s origination, such Mortgagor did not qualify taking into account credit history and debt to income ratios for a lower cost credit product then offered by the Seller or any affiliate of the Seller. If, at the time of the related loan application, the Mortgagor may have qualified for a lower cost credit product then offered by any mortgage lending affiliate of the Seller, the Seller referred the Mortgagor’s application to such affiliate for underwriting consideration;

(lxvi) The methodology used in underwriting the extension of credit for each Mortgage Loan employs objective mathematical principles which relate the Mortgagor’s income, assets and liabilities to the proposed payment and such underwriting methodology does not rely on the extent of the Mortgagor’s equity in the collateral as the principal determining factor in approving such credit extension. Such underwriting methodology confirmed that at the time of origination (application/approval) the Mortgagor had a reasonable ability to make timely payments on the Mortgage Loan;

(lxvii) All points, fees and charges, including finance charges (whether or not financed, assessed, collected or to be collected), in connection with the origination and servicing of each Mortgage Loan were disclosed in writing to the related Mortgagor in accordance with applicable state and federal law and regulation. Except in the case of a Mortgage Loan in an original principal amount of less than $60,000 which would have resulted in an unprofitable origination, no related Mortgagor was charged “points and fees” (whether or not financed) in an amount greater than 5% of the principal amount of such loan, such 5% limitation is calculated in accordance with FNMA’s anti-predatory lending requirements as set forth in the FNMA Selling Guide;

(lxviii) The Seller will transmit full-file credit reporting data for each Mortgage Loan pursuant to Xxxxxx Xxx Guide Announcement 95-19 and for each Mortgage Loan, Company agrees it shall report one of the following statuses each month as follows, new origination, current, delinquent (30-, 60-, 90-days, etc.), foreclosed, or charged-off;

(lxix) No Mortgage Loan is a “manufactured housing loan” pursuant to the NJ Act, and one hundred percent of the amount financed of any purchase money Second Lien Mortgage Loan subject to the NJ Act was used for the purchase of the related Mortgaged Property;

(lxx) With respect to each MERS Mortgage Loan, a MINT has been assigned by MERS and such MIN is accurately provided on the related Mortgage Loan Schedule. The related assignment of Mortgage to MERS has been duly and properly recorded;

(lxxi) With respect to each MERS Mortgage Loan, the Seller has not received any notice of liens or legal actions with respect to such Mortgage Loan and no such notices have been electronically posted by MERS;

(lxxii) With respect to each Mortgage Loan, neither the related Mortgage nor the related Mortgage Note requires the Mortgagor to submit to arbitration to resolve any dispute arising out of or relating in any way to the Mortgage Loan transaction;

(lxxiii) With respect to any Mortgage Loan for which a mortgage loan application was submitted by the Mortgagor after April 1, 2004, no such Mortgage Loan secured by a Mortgage Property located in the State of Illinois is in violation of the provisions of the Illinois Interest Act, including Section 0.xx which provides that no such Mortgage Loan with a Mortgage Interest Rate in excess of 8.0% per annum has lender-imposed fees (or other charges) in excess of 3.0% of the original principal balance of the Mortgage Loan;

(lxxiv) No Mortgage Loan is secured in whole or in part by the interest of the Mortgagor as a lessee under a ground lease of the related Mortgaged Property;

(lxxv) No Mortgage Loan originated on or after November 7, 2004 secured by a Mortgaged Property located in the State of Massachusetts is a Refinanced Mortgage Loan, or such Mortgage Loan is in the “borrower’s interest,” as documented by a “borrower’s interest worksheet” for the particular Mortgage Loan, which worksheet incorporates the factors set forth in Massachusetts House Xxxx 4880 (2004) and the regulations promulgated thereunder for determining “borrower’s interest,” and otherwise complies in all material respects with the laws of the Commonwealth of Massachusetts;

(lxxvi)   The Mortgage Loan Documents and any other documents required to be delivered with respect to each Mortgage Loan have been delivered to the Purchaser all in compliance with the specific requirements of this Agreement.

EXHIBIT F

Representation and Warranties with Respect to the Xxxxx Fargo Mortgage Loans

Except for “Mortgage Loans”, which shall mean the Xxxxx Fargo Mortgage Loans sold by the Seller to the Purchaser, all capitalized terms in this Exhibit F shall have the meanings ascribed to them in the Xxxxx Fargo Servicing Agreement.

(i) Mortgage Loans as Described.

The information set forth in the respective Mortgage Loan Schedule and the information contained on the Data File, delivered to the Purchaser is true and correct;

(ii) Payments Current.

All payments required to be made up to the related Cut-off Date for the Mortgage Loan under the terms of the Mortgage Note have been made and credited. No payment under any Mortgage Loan has been 30 days delinquent more than one time within twelve (12) months prior to the related Closing Date;

(iii) No Outstanding Charges.

There are no defaults in complying with the terms of the Mortgages, and all taxes, governmental assessments, insurance premiums, leasehold payments, water, sewer and municipal charges, which previously became due and owing have been paid, or an escrow of funds has been established in an amount sufficient to pay for every such item which remains unpaid and which has been assessed but is not yet due and payable. The Seller has not advanced funds, or induced, or solicited directly or indirectly, the payment of any amount required under the Mortgage Loan, except for interest accruing from the date of the Mortgage Note or date of disbursement of the Mortgage Loan proceeds, whichever is later, to the day which precedes by one month the Due Date of the first installment of principal and interest;

(iv) Original Terms Unmodified.

The terms of the Mortgage Note and Mortgage have not been impaired, waived, altered or modified in any respect, except by a written instrument which has been recorded or registered with the MERS System, if necessary, to protect the interests of the Purchaser and which has been delivered to the Custodian. The substance of any such waiver, alteration or modification has been approved by the issuer of any related PMI Policy and the title insurer, to the extent required by the policy, and its terms are reflected on the related Mortgage Loan Schedule. No Mortgagor has been released, in whole or in part, except in connection with an assumption

agreement approved by the issuer of any related PMI Policy and the title insurer, to the extent required by the policy, and which assumption agreement is part of the Mortgage File delivered to the Custodian and the terms of which are reflected in the related Mortgage Loan Schedule;

(v) No Defenses.

The Mortgage Loan is not subject to any right of rescission, set-off, counterclaim or defense, including without limitation the defense of usury, nor will the operation of any of the terms of the Mortgage Note or the Mortgage, or the exercise of any right thereunder, render either the Mortgage Note or the Mortgage unenforceable, in whole or in part, or subject to any right of rescission, set-off, counterclaim or defense, including without limitation the defense of usury, and no such right of rescission, set-off, counterclaim or defense has been asserted with respect thereto;

(vi) No Satisfaction of Mortgage.

The Mortgage has not been satisfied, canceled, subordinated or rescinded, in whole or in part, and the Mortgaged Property has not been released from the lien of the Mortgage, in whole or in part, nor has any instrument been executed that would effect any such satisfaction, release, cancellation, subordination or rescission;

(vii) Validity of Mortgage Documents.

The Mortgage Note and the Mortgage and related documents are genuine, and each is the legal, valid and binding obligation of the maker thereof enforceable in accordance with its terms. All parties to the Mortgage Note and the Mortgage had legal capacity to enter into the Mortgage Loan and to execute and deliver the Mortgage Note and the Mortgage, and the Mortgage Note and the Mortgage have been duly and properly executed by such parties.

With respect to each Cooperative Loan, the Mortgage Note, the Mortgage, the Pledge Agreement, and related documents are genuine, and each is the legal, valid and binding obligation of the maker thereof enforceable in accordance with its terms. All parties to the Mortgage Note, the Mortgage, the Pledge Agreement, the Proprietary Lease, the Stock Power, Recognition Agreement and the Assignment of Proprietary Lease had legal capacity to enter into the Mortgage Loan and to execute and deliver such documents, and such documents have been duly and properly executed by such parties;

(viii) No Fraud.

No error, omission, misrepresentation, negligence, fraud or similar occurrence with respect to a Mortgage Loan has taken place on the part of the Seller, or the Mortgagor, or to the best of the Seller’s knowledge, any appraiser, any builder, or any developer, or any other party involved in the origination of the Mortgage Loan or in the application of any insurance in relation to such Mortgage Loan;

(ix) Compliance with Applicable Laws.

Any and all requirements of any federal, state or local law including, without limitation, usury, truth-in-lending, real estate settlement procedures, consumer credit protection, equal credit opportunity, disclosure or predatory and abusive lending laws applicable to the Mortgage Loan have been complied with. All inspections, licenses and certificates required to be made or issued with respect to all occupied portions of the Mortgaged Property and, with respect to the use and occupancy of the same, including, but not limited to, certificates of occupancy and fire underwriting certificates, have been made or obtained from the appropriate authorities;

(x) Location and Type of Mortgaged Property.

The Mortgaged Property is located in the state identified in the related Mortgage Loan Schedule and consists of a contiguous parcel of real property with a detached single family residence erected thereon, or a two- to four-family dwelling, or an individual condominium unit in a condominium project, or an individual unit in a planned unit development, or a townhouse, or a cooperative, provided, however, that any condominium project or planned unit development shall conform with the applicable Xxxxxx Mae or Xxxxxxx Mac requirements, or the Underwriting Guidelines, regarding such dwellings, and no residence or dwelling is a mobile home. As of the respective appraisal date for each Mortgaged Property, any Mortgaged Property being used for commercial purposes conforms to the Underwriting Guidelines and, to the best of the Seller’s knowledge, since the date of such appraisal, no portion of the Mortgaged Property has been used for commercial purposes outside of the Underwriting Guidelines;

(xi) Valid First Lien.

The Mortgage is a valid, subsisting and enforceable first lien on the Mortgaged Property, including all buildings on the Mortgaged Property and all installations and mechanical, electrical, plumbing, heating and air conditioning systems located in or annexed to such buildings, and all

additions, alterations and replacements made at any time with respect to the foregoing. The lien of the Mortgage is subject only to:

(1) the lien of current real property taxes and assessments not yet due and payable;

(2) covenants, conditions and restrictions, rights of way, easements and other matters of the public record as of the date of recording acceptable to mortgage lending institutions generally and specifically referred to in the lender’s title insurance policy delivered to the originator of the Mortgage Loan and (i) referred to or otherwise considered in the appraisal made for the originator of the Mortgage Loan and (ii) which do not adversely affect the Appraised Value of the Mortgaged Property set forth in such appraisal; and

(3) other matters to which like properties are commonly subject which do not materially interfere with the benefits of the security intended to be provided by the mortgage or the use, enjoyment, value or marketability of the related Mortgaged Property.

Any security agreement, chattel mortgage or equivalent document related to and delivered in connection with the Mortgage Loan establishes and creates a valid, subsisting and enforceable first lien and first priority security interest on the property described therein and the Seller has full right to sell and assign the same to the Purchaser.

With respect to each Cooperative Loan, each Pledge Agreement creates a valid, enforceable and subsisting first security interest in the Cooperative Shares and Proprietary Lease, subject only to (i) the lien of the related Cooperative for unpaid assessments representing the Mortgagor’s pro rata share of the Cooperative’s payments for its blanket mortgage, current and future real property taxes, insurance premiums, maintenance fees and other assessments to which like collateral is commonly subject and (ii) other matters to which like collateral is commonly subject which do not materially interfere with the benefits of the security intended to be provided by the Pledge Agreement; provided, however, that the appurtenant Proprietary Lease may be subordinated or otherwise subject to the lien of any mortgage on the Project;

(xii) Full Disbursement of Proceeds.

The proceeds of the Mortgage Loan have been fully disbursed, except for escrows established or created due to seasonal weather conditions, and there is no requirement for future advances thereunder. All costs, fees and expenses incurred in making or closing the Mortgage Loan and the recording of the Mortgage were paid, and the Mortgagor is not entitled to any refund of any amounts paid or due under the Mortgage Note or Mortgage;

(xiii) Consolidation of Future Advances.

Any future advances made prior to the related Cut-off Date, have been consolidated with the outstanding principal amount secured by the Mortgage, and the secured principal amount, as consolidated, bears a single interest rate and single repayment term reflected on the related Mortgage Loan Schedule. The lien of the Mortgage securing the consolidated principal amount is expressly insured as having first lien priority by a title insurance policy, an endorsement to the policy insuring the mortgagee’s consolidated interest or by other title evidence acceptable to Xxxxxx Mae or Xxxxxxx Mac; the consolidated principal amount does not exceed the original principal amount of the Mortgage Loan; the Seller shall not make future advances after the related Cut-off Date;

(xiv) Ownership.

The Seller is the sole owner of record and holder of the Mortgage Loans and the related Mortgage Note and the Mortgage are not assigned or pledged, and the Seller has good and marketable title thereto and has full right and authority to transfer and sell the Mortgage Loan to the Purchaser. The Seller is transferring the Mortgage Loan free and clear of any and all encumbrances, liens, pledges, equities, participation interests, claims, charges or security interests of any nature encumbering such Mortgage Loan;

(xv) Origination/Doing Business.

The Mortgage Loan was originated by a savings and loan association, a savings bank, a commercial bank, a credit union, an insurance company, or similar institution that is supervised and examined by a federal or state authority or by a mortgagee approved by the Secretary of Housing and Urban Development pursuant to Sections 203 and 211 of the National Housing Act. All parties which have had any interest in the Mortgage Loan, whether as mortgagee, assignee, pledgee or otherwise, are (or, during the period in which they held and disposed of such interest, were) (1) in compliance with any and all applicable licensing requirements of the laws of the state wherein the Mortgaged Property is located, and (2) organized under the laws of such state, or (3) qualified to do business in such state, or (4) federal savings and loan associations or national banks having principal offices in such state, or (5) not doing business in such state;

(xvi) LTV, PMI Policy.

Each Mortgage Loan has an LTV as specified on the related Mortgage Loan Schedule. Except for Pledged Asset Mortgage Loans, if the LTV of the Mortgage Loan was greater than 80% at the time of origination, a portion of the unpaid principal balance of the Mortgage Loan is and will be insured as to payment defaults by a PMI Policy. If the Mortgage Loan is insured by a PMI Policy for which the Mortgagor pays all premiums, the coverage will remain in place until (i) the LTV decreases to 78% or (ii) the PMI Policy is otherwise terminated pursuant to the Homeowners Protection Act of 1998, 12 USC §4901, et seq. All provisions of such PMI Policy or LPMI Policy have been and are being complied with, such policy is in full force and effect, and all premiums due thereunder have been paid. The Qualified Insurer has a claims paying ability acceptable to Xxxxxx Mae or Xxxxxxx Mac. Any Mortgage Loan subject to a PMI Policy or LPMI Policy obligates the Mortgagor or the Seller to maintain the PMI Policy or LPMI Policy and to pay all premiums and charges in connection therewith. The Mortgage Interest Rate for the Mortgage Loan as set forth on the related Mortgage Loan Schedule is net of any such insurance premium;

(xvii) Title Insurance.

The Mortgage Loan is covered by an ALTA lender’s title insurance policy (or in the case of any Mortgage Loan secured by a Mortgaged Property located in a jurisdiction where such policies are generally not available, an opinion of counsel of the type customarily rendered in such jurisdiction in lieu of title insurance) or other generally acceptable form of policy of insurance acceptable to Xxxxxx Xxx or Xxxxxxx Mac, issued by a title insurer acceptable to Xxxxxx Mae or Xxxxxxx Mac and qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring the Seller, its successors and assigns, as to the first priority lien of the Mortgage in the original principal amount of the Mortgage Loan, subject only to the exceptions contained in clauses (1), (2) and (3) of subsection (xi) of this Section 6(b), and against any loss by reason of the invalidity or unenforceability of the lien resulting from the provisions of the Mortgage providing for adjustment to the Mortgage Interest Rate and Monthly Payment. Additionally, such lender’s title insurance policy includes no exceptions regarding ingress, egress or encroachments that impact the value or the marketability of the Mortgaged Property. The Seller is the sole insured of such lender’s title insurance policy, and such lender’s title insurance policy is in full force and effect and will be in force and effect upon the consummation of the transactions contemplated by this Agreement. No claims have been made under such lender’s title insurance policy, and no prior holder of the Mortgage, including the Seller, has done, by act or omission, anything which would impair the coverage of such lender’s title insurance policy;

(xviii) No Defaults.

There is no default, breach, violation or event of acceleration existing under the Mortgage or the Mortgage Note and no event which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a default, breach, violation or event of acceleration, and neither the Seller nor its predecessors have waived any default, breach, violation or event of acceleration;

(xix) No Mechanics’ Liens.

There are no mechanics’ or similar liens or claims which have been filed for work, labor or material (and no rights are outstanding that under the law could give rise to such liens) affecting the related Mortgaged Property which are or may be liens prior to, or equal or coordinate with, the lien of the related Mortgage which are not insured against by the title insurance policy referenced in Paragraph (q) above;

(xx) Location of Improvements; No Encroachments.

Except as insured against by the title insurance policy referenced in subsection (xvii) above, all improvements which were considered in determining the Appraised Value of the Mortgaged Property lay wholly within the boundaries and building restriction lines of the Mortgaged Property and no improvements on adjoining properties encroach upon the Mortgaged Property. No improvement located on or being part of the Mortgaged Property is in violation of any applicable zoning law or regulation;

(xxi) Payment Terms.

Except with respect to the Interest Only Mortgage Loans, principal payments commenced no more than 60 days after the funds were disbursed to the Mortgagor in connection with the Mortgage Loan. The Mortgage Loans have an original term to maturity of not more than 30 years, with interest payable in arrears on the first day of each month. As to each adjustable rate Mortgage Loan on each applicable Adjustment Date, the Mortgage Interest Rate will be adjusted to equal the sum of the Index plus the applicable Gross Margin, rounded up or down to the nearest multiple of 0.125% indicated by the Mortgage Note; provided that the Mortgage Interest Rate will not increase or decrease by more than the Periodic Interest Rate Cap on any Adjustment Date, and will in no event exceed the maximum Mortgage Interest Rate or be lower than the minimum Mortgage Interest Rate listed on the related Mortgage Loan Schedule for such Mortgage Loan. As to each adjustable rate Mortgage Loan that is not an Interest Only Mortgage Loan, each Mortgage Note requires a monthly payment which is sufficient, during the period prior to

the first adjustment to the Mortgage Interest Rate, to fully amortize the outstanding principal balance as of the first day of such period over the then remaining term of such Mortgage Note and to pay interest at the related Mortgage Interest Rate. As to each adjustable rate Mortgage Loan, if the related Mortgage Interest Rate changes on an Adjustment Date or, with respect to an Interest Only Mortgage Loan, on an Adjustment Date following the related interest only period, the then outstanding principal balance will be reamortized over the remaining life of such Mortgage Loan. No Mortgage Loan contains terms or provisions which would result in negative amortization;

(xxii) Customary Provisions.

The Mortgage and related Mortgage Note contain customary and enforceable provisions such as to render the rights and remedies of the holder thereof adequate for the realization against the Mortgaged Property of the benefits of the security provided thereby, including, (1) in the case of a Mortgage designated as a deed of trust, by trustee’s sale, and (2) otherwise by judicial foreclosure. There is no homestead or other exemption available to a Mortgagor which would interfere with the right to sell the Mortgaged Property at a trustee’s sale or the right to foreclose the Mortgage;

(xxiii) Occupancy of the Mortgaged Property.

As of the date of origination, the Mortgaged Property was in good repair and was lawfully occupied under applicable law;

(xxiv) No Additional Collateral.

Except in the case of a Pledged Asset Mortgage Loan and as indicated on the related Data File, the Mortgage Note is not and has not been secured by any collateral, pledged account or other security except the lien of the corresponding Mortgage and the security interest of any applicable security agreement or chattel mortgage referred to in subsection (xi) above;

(xxv) Deeds of Trust.

In the event the Mortgage constitutes a deed of trust, a trustee, duly qualified under applicable law to serve as such, has been properly designated and currently so serves and is named in the Mortgage, and no fees or expenses are or will become payable by the Mortgagee to the trustee under the deed of trust, except in connection with a trustee’s sale after default by the Mortgagor;

(xxvi) Acceptable Investment.

The Seller has no knowledge of any circumstances or conditions with respect to the Mortgage Loan, the Mortgaged Property, the Mortgagor or the Mortgagor’s credit standing that can reasonably be expected to cause private institutional investors to regard the Mortgage Loan as an unacceptable investment, cause the Mortgage Loan to become delinquent, or adversely affect the value or marketability of the Mortgage Loan;

(xxvii) Transfer of Mortgage Loans.

If the Mortgage Loan is not a MERS Mortgage Loan, the Assignment of Mortgage, upon the insertion of the name of the assignee and recording information, is in recordable form and is acceptable for recording under the laws of the jurisdiction in which the Mortgaged Property is located;

(xxviii) Mortgaged Property Undamaged.

The Mortgaged Property is undamaged by waste, fire, earthquake or earth movement, windstorm, flood, tornado or other casualty so as to affect adversely the value of the Mortgaged Property as security for the Mortgage Loan or the use for which the premises were intended;

(xxix) Collection Practices; Escrow Deposits.

The origination, servicing and collection practices used with respect to the Mortgage Loan have been in accordance with Accepted Servicing Practices, and have been in all material respects legal and proper. With respect to escrow deposits and Escrow Payments, all such payments are in the possession of the Seller and there exist no deficiencies in connection therewith for which customary arrangements for repayment thereof have not been made. All Escrow Payments have been collected in full compliance with state and federal law. No escrow deposits or Escrow Payments or other charges or payments due the Seller have been capitalized under the Mortgage Note;

(xxx) No Condemnation.

There is no proceeding pending or to the best of the Seller’s knowledge threatened for the total or partial condemnation of the related Mortgaged Property;

(xxxi) The Appraisal.

The Servicing File include an appraisal, with the exception of any Time$aver® Mortgage Loan (which at the original origination were on form 1004 or form 2055 with interior inspections), of the related Mortgaged Property. The appraisal was conducted by an appraiser who

had no interest, direct or indirect, in the Mortgaged Property or in any loan made on the security thereof; and whose compensation is not affected by the approval or disapproval of the Mortgage Loan, and the appraisal and the appraiser both satisfy the applicable requirements of Title XI of the Financial Institution Reform, Recovery, and Enforcement Act of 1989 and the regulations promulgated thereunder, all as in effect on the date the Mortgage Loan was originated;

(xxxii) Insurance.

The Mortgaged Property securing each Mortgage Loan is insured by an insurer acceptable to Xxxxxx Xxx or Xxxxxxx Mac against loss by fire and such hazards as are covered under a standard extended coverage endorsement and such other hazards as are customary in the area where the Mortgaged Property is located pursuant to insurance policies conforming to the requirements of Section 4.10 of the Servicing Agreement, in an amount which is at least equal to the lesser of (1) 100% of the insurable value, on a replacement cost basis, of the improvements on the related Mortgaged Property, or (2) the greater of (x) the outstanding principal balance of the Mortgage Loan or (y) an amount such that the proceeds of such insurance shall be sufficient to avoid the application to the Mortgagor or loss payee of any coinsurance clause under the policy. If the Mortgaged Property is a condominium unit, it is included under the coverage afforded by a blanket policy for the project. If the improvements on the Mortgaged Property are in an area identified in the Federal Register by the Federal Emergency Management Agency as having special flood hazards, a flood insurance policy meeting the requirements of the current guidelines of the Federal Insurance Administration is in effect with a generally acceptable insurance carrier, in an amount representing coverage not less than the least of (a) the outstanding principal balance of the Mortgage Loan, (b) the full insurable value and (c) the maximum amount of insurance which was available under the Flood Disaster Protection Act of 1973, as amended. All individual insurance policies contain a standard mortgagee clause naming the Seller and its successors and assigns as mortgagee, and all premiums thereon have been paid. The Mortgage obligates the Mortgagor thereunder to maintain a hazard insurance policy at the Mortgagor’s cost and expense, and on the Mortgagor’s failure to do so, authorizes the holder of the Mortgage to obtain and maintain such insurance at such Mortgagor’s cost and expense, and to seek reimbursement therefor from the Mortgagor. The hazard insurance policy is the valid and binding obligation of the insurer, is in full force and effect, and will be in full force and effect and inure to the benefit of the Purchaser upon the consummation of the transactions contemplated by this Agreement. The Seller has not acted or failed to act so as to impair the coverage of any such insurance policy or the validity, binding effect and enforceability thereof;

(xxxiii) Servicemembers Civil Relief Act.

The Mortgagor has not notified the Seller, and the Seller has no knowledge of any relief requested or allowed to the Mortgagor under the Servicemembers Civil Relief Act, as amended;

(xxxiv) No Balloon Payments, Graduated Payments or Contingent Interests.

The Mortgage Loan is not a graduated payment mortgage loan and the Mortgage Loan does not have a shared appreciation or other contingent interest feature. No Mortgage Loan has a balloon payment feature;

(xxxv) No Construction Loans.

No Mortgage Loan was made in connection with (1) the construction or rehabilitation of a Mortgage Property or (2) facilitating the trade-in or exchange of a Mortgaged Property other than a construction-to-permanent loan which has converted to a permanent Mortgage Loan;

(xxxvi) Underwriting.

Each Mortgage Loan was underwritten in accordance with the Underwriting Guidelines of the Seller; and the Mortgage Note and Mortgage are on forms acceptable to Xxxxxxx Mac or Xxxxxx Xxx;

(xxxvii) Buydown Mortgage Loans.

With respect to each Mortgage Loan that is a Buydown Mortgage Loan:

(1) On or before the date of origination of such Mortgage Loan, the Seller and the Mortgagor, or the Seller, the Mortgagor and the seller of the Mortgaged Property or a third party entered into a Buydown Agreement. The Buydown Agreement provides that the seller of the Mortgaged Property (or third party) shall deliver to the Seller temporary Buydown Funds in an amount equal to the aggregate undiscounted amount of payments that, when added to the amount the Mortgagor on such Mortgage Loan is obligated to pay on each Due Date in accordance with the terms of the Buydown Agreement, is equal to the full scheduled Monthly Payment due on such Mortgage Loan. The temporary Buydown Funds enable the Mortgagor to qualify for the Buydown Mortgage Loan. The effective interest rate of a Buydown Mortgage Loan if less than the interest rate set forth in the related Mortgage Note will increase within the Buydown Period as provided in the related Buydown Agreement so that the effective interest rate will be equal to the interest rate as set forth in the related Mortgage Note. The Buydown Mortgage Loan satisfies the requirements of the Underwriting Guidelines;

(2) The Mortgage and Mortgage Note reflect the permanent payment terms rather than the payment terms of the Buydown Agreement. The Buydown Agreement provides for the payment by the Mortgagor of the full amount of the Monthly Payment on any Due Date that the Buydown Funds are available. The Buydown Funds were not used to reduce the original principal balance of the Mortgage Loan or to increase the Appraised Value of the Mortgage Property when calculating the Loan-to-Value Ratios for purposes of the Agreement and, if the Buydown Funds were provided by the Seller and if required under Underwriting Guidelines, the terms of the Buydown Agreement were disclosed to the appraiser of the Mortgaged Property;

(3) The Buydown Funds may not be refunded to the Mortgagor unless the Mortgagor makes a principal payment for the outstanding balance of the Mortgage Loan; and

(4) As of the date of origination of the Mortgage Loan, the provisions of the related Buydown Agreement complied with the requirements of Xxxxxx Mae or Xxxxxxx Mac regarding buydown agreements;

(xxxviii) Cooperative Loans.

With respect to each Cooperative Loan:

(1) The Cooperative Shares are held by a person as a tenant-stockholder in a Cooperative. Each original UCC financing statement, continuation statement or other governmental filing or recordation necessary to create or preserve the perfection and priority of the first lien and security interest in the Cooperative Loan and Proprietary Lease has been timely and properly made. Any security agreement, chattel mortgage or equivalent document related to the Cooperative Loan and delivered to Purchaser or its designee establishes in Purchaser a valid and subsisting perfected first lien on and security interest in the Mortgaged Property described therein, and Purchaser has full right to sell and assign the same;

(2) A Cooperative Lien Search has been made by a company competent to make the same which company is acceptable to Xxxxxx Mae or Xxxxxxx Mac and qualified to do business in the jurisdiction where the Cooperative is located;

(3) (i) The term of the related Proprietary Lease is not less than the terms of the Cooperative Loan; (ii) there is no provision in any Proprietary Lease which requires the Mortgagor to offer for sale

the Cooperative Shares owned by such Mortgagor first to the Cooperative; (iii) there is no prohibition in any Proprietary Lease against pledging the Cooperative Shares or assigning the Proprietary Lease; (iv) the Cooperative has been created and exists in full compliance with the requirements for residential cooperatives in the jurisdiction in which the Project is located and qualifies as a cooperative housing corporation under Section 210 of the Code; (v) the Recognition Agreement is on a form published by Aztech Document Services, Inc. or includes similar provisions; and (vi) the Cooperative has good and marketable title to the Project, and owns the Project either in fee simple; such title is free and clear of any adverse liens or encumbrances, except the lien of any blanket mortgage;

(4) The Seller has the right under the terms of the Mortgage Note, Pledge Agreement and Recognition Agreement to pay any maintenance charges or assessments owed by the Mortgagor; and

(5) Each Stock Power (i) has all signatures guaranteed or (ii) if all signatures are not guaranteed, then such Cooperative Shares will be transferred by the stock transfer agent of the Cooperative if the Seller undertakes to convert the ownership of the collateral securing the related Cooperative Loan.;

(xxxix) HOEPA.  

No Mortgage Loan is a Covered Loan or a High Cost Loan (in the case of state or local law, as determined without giving effect to any available federal preemption, other than any exemptions specifically provided for in the relevant state or local law);

(xl) Anti-Money Laundering Laws.  

The Seller has complied with all applicable anti-money laundering laws and regulations, (the “Anti-Money Laundering Laws”), and has established an anti-money laundering compliance program as required by the Anti-Money Laundering Laws;

(xli) Bankruptcy.  

No Mortgagor was a debtor in any state or federal bankruptcy or insolvency proceeding as of the date the Mortgage Loan was closed and the proceeds of the Mortgage Loan were distributed;

(xlii) Due on Sale.  

The Mortgage or Mortgage Note contains an enforceable provision, to the extent not prohibited by federal law, for the acceleration of the payment of

the unpaid principal balance of the Mortgage Loan in the event that the Mortgaged Property is sold or transferred without the prior written consent of the Mortgagee thereunder, provided that, with respect to Mortgage Notes which bear an adjustable rate of interest, such provision shall not be enforceable if the Mortgagor causes to be submitted to the Seller to evaluate the intended transferee as if a new Mortgage Loan were being made to such transferee, and the Seller reasonably determines that the security will not be impaired by such Mortgage Loan assumption and that the risk of breach of any covenant or agreement in such Mortgage is acceptable to the Purchaser;

(xliii) Credit Reporting.  

With respect to each Mortgage Loan, the Seller has furnished complete information on the related borrower credit files to Equifax, Experian and Trans Union Credit Information Seller, in accordance with the Fair Credit Reporting Act and its implementing regulations;

(xliv) Delivery of Mortgage Files.  

The Mortgage Loan Documents required to be delivered by the Seller have been delivered to the Custodian. The Seller is in possession of a complete, true and accurate Mortgage File, except for such documents the originals of which have been delivered to the Custodian or for such documents where the originals of which have been sent for recordation;

(xlv) Single Premium Credit Life Insurance.  

No Mortgagor has been offered or required to purchase single premium credit insurance in connection with the origination of the Mortgage Loan;

(xlvi) Payment in Full.  

The Seller had no knowledge, at the time of origination of the Mortgage Loan, of any fact that should have led it to expect that such Mortgage Loan would not be paid in full when due;

(xlvii) MERS Mortgage Loans.  

With respect to each MERS Mortgage Loan, a MIN has been assigned to the Mortgage Loan, the MIN appears on the Mortgage or related Assignment of Mortgage to MERS, the Mortgage or the related Assignment of Mortgage to MERS has been duly and properly recorded on MERS, and the transfer to the Purchaser has been properly reflected in the MERS System pursuant to the Purchaser’s registration instructions;

(xlviii) Leasehold Estates.

(1) No Mortgage Loan is leasehold Mortgage Loan; and

(xlix) Mixed-Use Property.  

No Mortgaged Property shall be used solely for commercial purposes. With respect to any Mortgaged Property that is a mixed-use property (i) the Mortgaged Property is a single family dwelling, (ii) any commercial use of the Mortgaged Property represents a legal, permissible use of the Mortgaged Property under federal, state and local laws and ordinances; (iii) the Mortgagor is both the owner and the operator of the business conducted on the Mortgaged Property; and (iv) income from the business use of the Mortgaged Property was not taken into account in determining the Appraised Value of the Mortgaged Property. The Mortgaged Property with respect to each mixed-use property is in material compliance with all applicable environmental laws pertaining to environmental hazards and neither the Company nor, to the Company’s knowledge, the related Mortgagor, has received any notice of any violation or potential violation of such law.

EXHIBIT G

Representation and Warranties with Respect to the WAMU Mortgage Loans

Except for “Mortgage Loans”, which shall mean the WAMU Mortgage Loans sold by the Seller to the Purchaser, all capitalized terms in this Exhibit G shall have the meanings ascribed to them in the WAMU Servicing Agreement.

(a) The information with respect to such Mortgage Loan set forth on the related Mortgage Loan Schedule is true and correct in all material respects.

(b) Immediately prior to the transfer of the Mortgage Loan to the Purchaser pursuant to Section 2.1, neither the related Mortgage nor the Mortgage Note were assigned or pledged to any Person and the Seller had good and marketable title thereto. Immediately prior to the transfer of the Mortgage Loan to the Purchaser pursuant to Section 2.1, the Seller was the sole legal, beneficial and equitable owner and holder of such Mortgage Loan, free and clear of any and all liens, claims, encumbrances, participation interests, equities, pledges, charges, or security interests of any nature, and had full right and authority to sell and assign such Mortgage Loan pursuant to this Agreement. Upon the transfer of the Mortgage Loan to the Purchaser pursuant to Section 2.1, the Seller shall have taken all actions necessary on its part to be taken so that the Purchaser will have good indefeasible title to, and will be sole owner of, the related Mortgage and the Mortgage Note, free and clear of any and all liens, claims, encumbrances, participation interests, equities, pledges, charges, or security interests of any nature.

(c) With respect to each Mortgage Loan other than a Cooperative Loan, (i) the Mortgage is a valid, subsisting and enforceable first lien on the Mortgaged Property, including all buildings, fixtures, installations and improvements to the Mortgaged Property, and the Mortgaged Property is free and clear of all encumbrances and liens having parity with or priority over the first lien of the Mortgage except for (A) the lien of current real property taxes and assessments not yet due and payable, (B) covenants, conditions and restrictions, rights of way, easements, mineral right reservations and other matters of public record as of the date of recording of such Mortgage, such exceptions generally being acceptable under prudent mortgage lending standards and specifically reflected in the appraisal made in connection with the origination of such Mortgage Loan or specifically referred to in the mortgagee’s policy of title insurance and (C) other matters to which like properties are commonly subject that do not materially interfere with the value (as determined by the Appraised Value), use, enjoyment or marketability of the Mortgaged Property and (ii) there are no security agreements, pledged accounts, chattel mortgages, or equivalent documents related to the Mortgage.

(d) The terms of the Mortgage and the Mortgage Note have not been impaired, waived, altered, or modified in any respect, except by a written instrument that has been recorded, if necessary, to protect the interest of the Purchaser and that is a part of the Collateral File. The substance of any such alteration or modification has been approved by the insurer under the related Primary Mortgage Insurance Policy, if any, and the title insurer, to the extent required by the related title insurance policy, and is reflected on the related Mortgage Loan Schedule.

(e) The Mortgage has not been satisfied, cancelled, subordinated or rescinded, in whole or in part, and the Mortgaged Property has not been released from the lien of the Mortgage, in whole or in part, nor has any instrument been executed that would effect any such satisfaction, cancellation, subordination, rescission or release, except in connection with an assumption agreement or modification agreement that is part of the Collateral File.

(f) There is no default, breach, violation, or event of acceleration existing under the Mortgage or the Mortgage Note and no event which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute such a default, breach, violation, or event of acceleration, and neither the Seller, nor to the best of the Seller’s knowledge, any seller or servicer, has waived any such default, breach, violation, or event of acceleration. All taxes, governmental assessments (including assessments payable in future installments), insurance premiums, leasehold payments, and ground rents which previously became due and owing in respect of or affecting the related Mortgaged Property have been paid, or an escrow of funds has been established in an amount sufficient to pay for every such item that remains unpaid and that has been assessed but is not yet due and payable. The Seller has not advanced funds, or induced, solicited, or knowingly received any advance of funds by a party other than the Mortgagor, directly or indirectly, for the payment of any amount required by the Mortgage or the Mortgage Note. No foreclosure action has been commenced with respect to such Mortgage Loan.

(g) The Mortgaged Property is free of material damage and waste and in good repair. There is no proceeding pending or, to the best of the Seller’s knowledge, threatened for the total or partial condemnation of the Mortgaged Property and no notice of any such pending or threatened proceeding has been received so as to adversely impair the value or marketability of the Mortgaged Property.

(h) There are no mechanics’ or similar liens or claims which have been filed for work, labor, or material (and no rights are outstanding that under law could give rise to such liens) affecting the related Mortgaged Property that are, or may be, liens prior or equal to, or coordinate with, the lien of the related Mortgage and that are not insured against by the related mortgagee’s policy of title insurance.

(i) All of the improvements which were included for the purpose of determining the Appraised Value of the Mortgaged Property were completed at the time that such Mortgage Loan was originated and lie wholly within the boundaries and building restriction lines of such Mortgaged Property; provided, that if such Mortgage Loan is an Escrow Holdback Mortgage Loan, the improvements described in the applicable agreement governing escrow arrangement may not have been made at the time such Mortgage Loan was originated. No improvements on adjoining properties encroach upon the Mortgaged Property except those that are insured against by the title insurance policy referred to in Section 3.1(q). No improvement located on or being part of the Mortgaged Property is in violation of any applicable zoning law or regulation, subdivision law or ordinance.

(j) The Seller is (or, if the Seller did not originate the Mortgage Loan, the originator, during the period in which it held and disposed of such Mortgage Loan, was): (i) in compliance with any and all applicable licensing requirements of the laws of the state wherein

the Mortgaged Property is located and (ii)(A) organized under the laws of such state, (B) qualified to do business in such state, (C) a federal savings and loan association or national bank having principal offices in such state, (D) not doing business in such state, or (E) not required to qualify to do business in such state.

(k) No Monthly Payment with respect to such Mortgage Loan is a Delinquent Monthly Payment. All payments required to be made under the related Mortgage and Mortgage Note through and including the related Cut-off Date, have been made. Unless otherwise stated in the related Commitment Letter, not more than one payment required to be made under the related Mortgage and Mortgage Note has remained unpaid through its next Due Date (excluding any applicable grace period) during the twelve months immediately preceding the related Cut-off Date.

(l) There are no custodial agreements in effect adversely affecting the right or ability of the Seller to make the deliveries specified in Section 2.2(a) or Section 2.2(d).

(m) The Mortgage Note and the Mortgage are genuine, and each is the legal, valid and binding obligation of the maker thereof and each party assuming liability therefor, enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting the enforcement of creditors’ rights generally and except that the equitable remedy of specific performance and other equitable remedies are subject to the discretion of the courts. All parties to the Mortgage Note and the Mortgage had legal capacity to execute the Mortgage Note and the Mortgage and convey the estate therein purported to be conveyed, and the Mortgage Note and the Mortgage have been duly and properly executed and delivered by such parties or pursuant to a valid power-of-attorney that has been recorded with the Mortgage. The Mortgagor or co-Mortgagor is a natural person.

(n) The Mortgage has been duly assigned and the Mortgage Note has been duly endorsed as provided in Section 2.2(a). Any Assignment of Mortgage delivered to the Purchaser pursuant to Section 2.2(a)(i)(C) is in recordable form except for the insertion of the name of the assignee and recording information and is acceptable for recording under the laws of the applicable jurisdiction.

(o) Any and all requirements of any federal, state, or local law including, without limitation, usury, truth-in-lending, real estate settlement procedures, consumer credit protection, equal credit opportunity, fair housing, anti-money laundering, predatory or abusive lending or disclosure laws (including without limitation the USA Patriot Act of 2001) applicable to the origination and servicing of the Mortgage Loans have been complied with. The consummation of the transactions contemplated hereby will not involve the violation of any such laws. All parties which have had any interest in the Mortgage Loan, whether as mortgagee, assignee, pledgee or otherwise, are (or, during the period in which they held and disposed of such interest, were) in compliance with or exempt from any and all applicable “doing business” and licensing requirements of the laws of the state wherein the applicable Mortgaged Property is located.

(p) The proceeds of such Mortgage Loan have been fully disbursed; provided that, if such Mortgage Loan is an Escrow Holdback Mortgage Loan, all of the proceeds of such Mortgage Loan have been or will be disbursed (i) upon the completion of the improvements described in the applicable agreement governing the escrow arrangement, and (ii) in a manner acceptable to the Seller. There is no requirement for, and the Seller shall not make any, future advances under the terms of the Mortgage Loan. Any future advances made prior to the applicable Cut-off Date have been consolidated with the principal balance secured by the Mortgage, and such principal balance, as consolidated, bears a single interest rate and single repayment term reflected on the related Mortgage Loan Schedule. The Unpaid Principal Balance as of the applicable Cut-off Date does not exceed the original principal amount of such Mortgage Loan. Any and all requirements as to completion of any on-site or off-site improvements and as to disbursements of any escrow funds therefor have been complied with, and certificates of completion with respect thereto are contained in the related Credit File; provided that, if such Mortgage Loan is an Escrow Holdback Mortgage Loan, the improvements described in the applicable agreement governing the escrow arrangement may not have been completed and escrow funds related to such improvements may not have been disbursed pursuant to the terms of such agreement. All costs, fees and expenses incurred in making, or closing or recording such Mortgage Loan have been paid or shall be paid in the ordinary course of business. The Mortgagor of such Mortgage Loan (unless it is an Escrow Holdback Mortgage Loan) is not entitled to any refund of any amounts paid or due to the mortgagee pursuant to the related Mortgage Note or Mortgage.

(q) Such Mortgage Loan (unless it is a Cooperative Loan) is covered by an ALTA mortgage title insurance policy acceptable to Seller, with, in the case of an ARM Loan, an adjustable rate mortgage endorsement, substantially in the form of ALTA Form 6.1 or 6.2, or such other generally used and acceptable form of policy and applicable endorsements acceptable under the Seller’s underwriting guidelines. Each such policy affirmatively insures the Seller, its successors and assigns as to the first priority lien of the Mortgage in the original principal amount of the Mortgage Loan. Additionally, such policy insures ingress and egress and insures against encroachments by or upon the Mortgaged Property. Each such policy was issued on the date of the origination of such Mortgage Loan by a title insurer acceptable under Seller’s underwriting guidelines and qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring the Seller, and its successors and assigns, as to the first priority lien of the Mortgage in the original principal amount of such Mortgage Loan. Each such policy has been duly and validly endorsed to the Purchaser or the assignment to the Purchaser of the Seller’s interest does not require the consent of or notification to the insurer, and such mortgage title insurance policy is in full force and effect. Where required by law or regulation, the Mortgagor has been given the opportunity to choose the carrier of the required mortgage title insurance. No claims have been made under such lender’s title insurance policy, and the Seller has not taken or failed to take any action that would impair the coverage of such lender’s title insurance policy.

(r) All buildings and other improvements upon the Mortgaged Property are insured against loss by fire, hazards of extended coverage and such other hazards as are customary in the area where the Mortgaged Property is located, pursuant to insurance policies conforming to the requirements of Section 2.10 of the Servicing Agreement and issued by an insurer acceptable under Seller’s underwriting guidelines. If the Mortgaged Property is in an area

identified on a flood hazard boundary map or flood insurance rate map issued by the Federal Emergency Management Agency as having special flood hazards and such flood insurance is available, a flood insurance policy is in effect meeting the requirements of the current guidelines of the Federal Insurance Administration with an insurance carrier acceptable to Seller. Each individual insurance policy has been validly issued and is in full force and effect. The Seller has caused to be performed all acts required to preserve the rights and interests of the Purchaser in all insurance policies required by this Agreement, including, without limitation, notification of insurers, and assignment of policies or interests therein. Each individual insurance policy contains a standard mortgagee clause naming the Seller, and its successors and assigns, as mortgagee and loss payee. All premiums due thereon have been paid. The Mortgage obligates the Mortgagor to maintain all such insurance at the Mortgagor’s cost and expense, and upon the Mortgagor’s failure to do so, authorizes the servicer or the owner of the Mortgage to obtain and maintain such insurance at the Mortgagor’s cost and expense and to seek reimbursement therefor from the Mortgagor. No claims have been made under such policies since origination of the Mortgage Loan, and the Seller has not taken or failed to take any action that would impair the coverage of any such insurance policy, the benefits of any endorsement or the validity, binding effect and enforceability of the foregoing.

(s) There is no valid offset, defense, counterclaim, or right of rescission as to the related Mortgage Note or Mortgage, including the obligation of the Mortgagor to pay the unpaid principal of or interest on such Mortgage Note. The operation of any of the terms of such Mortgage Note or Mortgage, or the exercise of any right thereunder, shall not render either the Mortgage Note or the Mortgage unenforceable, in whole or in part, or subject to any right of rescission, set-off, recoupment, counterclaim or defense, including, without limitation, the defense of usury, and no such right of rescission, set-off, recoupment, counterclaim or defense has been asserted with respect thereto. Such Mortgage Loan is not subject to any pending bankruptcy, foreclosure, insolvency, reorganization or moratorium. On the related Closing Date, the Seller has not received notice that the Mortgagor has filed for protection under applicable bankruptcy laws. If such Mortgage Loan is an ARM Loan, all the applicable terms of the Mortgage Note pertaining to adjustments of the Mortgage Interest Rate and the Monthly Payments and payment adjustments in connection therewith are enforceable and shall not affect the priority of the Mortgage lien. If such Mortgage Loan is an ARM Loan, the related Mortgage Note has been timely and appropriately adjusted, if such adjustment is required, and the respective Mortgagor timely and appropriately advised. All such adjustments have been made in compliance with applicable law and in accordance with the terms of the Mortgage Loan documents.

(t) Such Mortgage Loan was originated by (i) the Seller, (ii) a savings and loan association, savings bank, commercial bank, credit union, insurance company or similar institution that is supervised and examined by a Federal or state authority, or (iii) a mortgagee approved by the Secretary of HUD pursuant to Section 203 or 211 of the National Housing Act.

(u) Principal payments on such Mortgage Loan commenced or are required to commence no more than two months after funds were disbursed in connection with such Mortgage Loan. Unless such Mortgage Loan requires the payment of interest only with respect to some or all of the related Monthly Payments as indicated on the related Mortgage Loan Schedule, the Mortgage Note requires a Monthly Payment which is sufficient to fully amortize

the original principal balance over the remaining term thereof and to pay interest at the Mortgage Interest Rate. With respect to each Mortgage Loan that requires the payment of interest only with respect to some or all of the related Monthly Payments as indicated on the related Mortgage Loan Schedule, the interest-only period shall not exceed ten (10) years (or such other period specified on the Mortgage Loan Schedule) and following the expiration of such interest-only period, the remaining Monthly Payments shall be sufficient to fully amortize the original principal balance over the remaining term thereof and to pay interest at the Mortgage Interest Rate.

(v) Such Mortgage Loan is a residential mortgage loan having an original term to maturity as set forth on the related Mortgage Loan Schedule, and if no such term is specified in the related Mortgage Loan Schedule, the term to maturity does not exceed forty years, with interest payable in arrears on the first day of each month, or such other day of the month as may be noted on the related Mortgage Loan Schedule. If such Mortgage Loan is an ARM Loan, the Mortgage Interest Rate is subject to adjustment periodically on each Interest Rate Adjustment Date to a new Mortgage Interest Rate (rounded as provided in the related Mortgage Note) equal to the then current Index plus the Gross Margin as specified on the related Mortgage Note, subject to the Initial Rate Cap (if applicable), Maximum Mortgage Interest Rate, the Minimum Mortgage Interest Rate, the Interest Rate Increase Maximum and the Interest Rate Decrease Maximum, in each case if and to the extent specified in the related Mortgage Loan Schedule.

(w) The Mortgage Note is not and has not been secured by any collateral, pledged account or other security, except the lien of the Mortgage.

(x) The Mortgage and the Mortgage Note contain customary and enforceable provisions which render the rights and remedies of the holder thereof adequate for the realization against the Mortgaged Property of the benefits of the security, including (i) in the case of a Mortgage designated as a deed of trust, by trustee’s sale and (ii) otherwise by judicial foreclosure. There is no homestead, dower, curtesy or other exemption or right available to the Mortgagor or any other Person which would interfere with the right to sell the Mortgaged Property at a trustee’s sale or the right to foreclose the Mortgage. The Mortgage or Mortgage Note contains a provision that is, to the extent not prohibited by federal or state law, enforceable and that provides for the acceleration of the payment of the Unpaid Principal Balance of the Mortgage Loan in the event that the Mortgaged Property is sold or transferred without the prior written consent of the mortgagee thereunder. The Mortgagor has not notified the Seller and the Seller has no knowledge of any relief requested or allowed to the Mortgagor under the Servicemembers Civil Relief Act.

(y) If the Mortgage constitutes a deed of trust, a trustee, duly qualified under applicable law to serve as such, has been properly designated and currently so serves and is named in such Mortgage, and no fees or expenses are or shall become payable by the Purchaser to the trustee under the deed of trust, except in connection with a trustee’s sale after default by the Mortgagor.

(z) The Mortgaged Property consists of (x) a single parcel of real property separately assessed for tax purposes, upon which is erected a detached or an attached one-to-

four-family residence, an individual condominium or an individual unit in a planned unit development or (y) in the case of a Cooperative Loan, the related Coop Ownership Interests, in each case that is in compliance with Seller’s applicable requirements. Such Mortgaged Property is not (i) a property held in trust (other than a revocable inter vivos trust that is in compliance with Xxxxxx Mae’s requirements applicable to Seller, or, if the Mortgaged Property is located in Illinois, an Illinois land trust), (ii) a mobile home or manufactured home, or (iii) a recreational vehicle. Such Mortgage Loan is not considered an agricultural loan. The related Mortgaged Property does not consist of a log home, earthen home, underground home or a home which is situated on more than twenty acres of property. No portion of the related Mortgaged Property is being used for commercial purposes. No Mortgaged Property is used for commercial purposes. Mortgaged Properties which contain a home office shall not be considered as being used for commercial purposes as long as the Mortgaged Property has not been altered for commercial purposes and is not storing any chemicals or raw materials other than those commonly used for homeowner repair, maintenance and/or household purposes.

(aa) The Loan-to-Value Ratio of such Mortgage Loan at the time of origination was not greater than the Loan-to-Value ratio set forth in the related Mortgage Loan Schedule, and if no such percentage is specified, not greater than 95%. If such Mortgage Loan had at the time of origination a Loan-to-Value Ratio in excess of 80%, unless otherwise specified in the related Commitment Letter, such Mortgage Loan is and will be subject to a Primary Mortgage Insurance Policy as described in the Seller’s underwriting guidelines. All provisions of such Primary Mortgage Insurance Policy have been and are being complied with, such policy is in full force and effect, and all premiums due thereunder have been paid. No Mortgage Loan requires payment of such premiums, in whole or in part, by the Purchaser. No action has been taken and no event has occurred that has, or shall result in the exclusion from, denial of, or defense to coverage. Any Mortgage Loan subject to a Primary Mortgage Insurance Policy obligates the Mortgagor to maintain the Primary Mortgage Insurance Policy and to pay all related premiums and charges. The Mortgage Interest Rate for the Mortgage Loan as set forth on the Mortgage Loan Schedule is net of any such insurance premium. None of the Mortgage Loans are covered by a “lender-paid” Primary Mortgage Insurance Policy.

(bb) Such Mortgage Loan was underwritten generally in accordance with the underwriting guidelines of the Seller in effect at the time such Mortgage Loan was originated. The Mortgage and Mortgage Note are on forms acceptable to Xxxxxx Mae and Xxxxxxx Mac.

(cc) There exist no deficiencies in excess of $1000 with respect to escrow deposits and payments, if such are required, for which customary arrangements for repayment thereof have not been made or which the Seller expects not to be cured, and no escrow deposits or payments of other charges or payments due the Seller have been capitalized under the Mortgage or the Mortgage Note.

(dd) Such Mortgage Loan does not have a shared appreciation feature or other contingent interest feature, and such Mortgage Loan does not involve buydowns, Balloon Payments, timeshares or graduated payments. If such Mortgage Loan is an ARM Loan, it is not convertible to a Mortgage Loan with a fixed Mortgage Interest Rate.

(ee) The origination, servicing and collection practices used with respect to such Mortgage Loan (including without limitation, the establishment, maintenance and servicing of the Escrow Accounts and escrow payments, if any), have been, in all material respects, in accordance with applicable laws and regulations, the terms of the Mortgage Loan documents and Acceptable Servicing Procedures. All escrow payments have been collected in all material respects in compliance with applicable law, Acceptable Servicing Procedures and the provisions of the Mortgage Loan documents. If such Mortgage Loan is the subject of an escrow, escrow of funds is not prohibited by applicable law and has been established in an amount sufficient to pay for every escrowed item that remains unpaid and has been assessed but is not yet due and payable, except as otherwise set forth in Section 3.1(cc). Any Escrow Account interest required to be paid pursuant to applicable law has been properly paid and credited.

(ff) The appraisal with respect to the Mortgaged Property contained in the Credit File was (i) made in accordance with the relevant provisions of the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as in effect on the date such Mortgage Loan was originated, (ii) made in accordance with the Seller’s underwriting guidelines and (iii) signed by a qualified appraiser, who met the requirements of the Seller’s appraisal policies and procedures, who had no interest, direct or indirect, in the Mortgaged Property or in any loan made on the security thereof, and whose compensation is not affected by the approval or disapproval of such application and who otherwise meets the requirements of Seller.

(gg) No Mortgage Loan is subject to the Home Ownership and Equity Protection Act of 1994. No Mortgage Loan is a High Cost Loan or Covered Loan (as such terms are defined in the Standard & Poors LEVELS® Glossary in effect on the Closing Date, which is now Version 5.6c Revised, Appendix E and attached hereto as Exhibit E).

(hh) Unless otherwise stated in the related Mortgage Loan Schedule, if such Mortgage Loan is an ARM Loan, it does not have an interest rate step-down feature or similar feature that would result in a downwards adjustment to the Mortgage Interest Rate, the Gross Margin or the Index as a result of the related Mortgagor’s payment method or payment history (e.g., no downwards adjustment in return for allowing the automatic withdrawal of funds from the related Mortgagor’s bank account to make the Monthly Payments on such Mortgage Loan, or for making payments when due on such Mortgage Loan).

(ii) No misrepresentation or fraud has taken place on the part of the Seller, the Mortgagor or any third party originator of such Mortgage Loan, or to the Seller’s knowledge, any other Person, including without limitation, any appraiser, any builder or developer, or any other party involved in the origination of the Mortgage Loan or in the application of any insurance in relation to such Mortgage Loan.

(jj) The Mortgaged Property was lawfully occupied under applicable law and all inspections, licenses and certificates required to be made or issued with respect to all occupied portions of the Mortgaged Property (and, with respect to the use and occupancy of the same, including but not limited to certificates of occupancy) were made or obtained from the appropriate authorities.

(kk) The Seller has no knowledge of any circumstances or condition existing as of the related Closing Date with respect to the Mortgage, the Mortgaged Property, the Mortgagor or the Mortgagor’s credit standing that can reasonably be expected to cause the Mortgage Loan to be an unacceptable investment as of such Closing Date.

(ll) To the Seller’s knowledge, the Mortgaged Property is in material compliance with all applicable environmental laws pertaining to environmental hazards including, without limitation, asbestos, and neither the Seller nor, to the Seller’s knowledge, the related Mortgagor, has received any notice of any violation or potential violation of such law.

(mm) Such Mortgage Loan was selected from among the outstanding mortgage loans of the same type in the Seller’s portfolio on the related Closing Date and such selection was not made in a manner so as to affect adversely the interests of the Purchaser.

(nn) Interest on each Mortgage Loan is calculated on the basis of a 360-day year consisting of twelve 30-day months.

(oo) If such Mortgage Loan is a Cooperative Loan, the security instruments create a valid, enforceable and subsisting first priority security interest in the related cooperative shares securing the related cooperative note, subject only to (x) the lien of the related cooperative for unpaid assessments representing the Mortgagor’s pro rata share of payments for a blanket mortgage, if any, current and future real property taxes, insurance premiums, maintenance fees and other assessments to which like collateral is commonly subject and (y) other matters to which like collateral is commonly subject and which do not materially interfere with the benefits of the security intended to be provided; provided, however, that the related proprietary lease for the Cooperative Apartment may be subordinated or otherwise subject to the lien of a mortgage on the cooperative building.

(pp) If such Mortgage Loan is a Cooperative Loan, a search for filings of financing statements has been made by a party competent to make the same, which party is acceptable to Seller in accordance with its underwriting guidelines and is qualified to do business in the jurisdiction where the cooperative unit is located; and such search did not disclose any lien or security interest that would materially and adversely affect the Cooperative Loan.

(qq) If such Mortgage Loan is a Cooperative Loan, the cooperative corporation that owns title to the related Cooperative Apartment is a “cooperative housing corporation” within the meaning of Section 216 of the Code, and is in material compliance with applicable laws that, if not complied with, could have a material adverse effect on the Mortgaged Property.

(rr) If such Mortgage Loan is a Cooperative Loan: (i) the term of the related proprietary lease or occupancy agreement is longer than the term of the Cooperative Loan, (ii) there is no provision in such proprietary lease or occupancy agreement which requires the Mortgagor to offer for sale the cooperative shares owned by such Mortgagor first to the Cooperative and (iii) there is no prohibition against pledging the shares of the cooperative corporation or assigning the cooperative lease.

(ss) No Mortgagor was required to purchase any credit insurance product (e.g., life, mortgage, disability, accident, unemployment or health insurance product) or debt cancellation agreement as a condition of obtaining the extension of credit.

(tt) The Prepayment Charge with respect to such Mortgage Loan, if any, is permissible and enforceable in accordance with its terms under applicable law upon the related Mortgagor’s voluntary principal prepayment (except to the extent that: (1) the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ rights generally; or (2) the collectability thereof may be limited due to acceleration in connection with a foreclosure or other involuntary prepayment). If the related Mortgage Loan was originated before October 1, 2002, it does not have a Prepayment Charge for a term in excess of five years from the date of its origination and if the related Mortgage Loan was originated on or after October 1, 2002, it does not have a Prepayment Charge for a term in excess of three years from the date of its origination.

(uu) No Mortgage Loan originated (or modified) on or after October 1, 2002 and before March 7, 2003, is secured by property located in the State of Georgia. No Mortgage Loan originated on or after March 7, 2003 is a “High Cost Home Loan” as defined under the Georgia Fair Lending Act, as amended.

(vv) With respect to any Mortgage Loan originated on or after August 1, 2004, neither the related Mortgage nor the related Mortgage Note requires the Mortgagor to submit to arbitration to resolve any dispute arising out of or relating in any way to the Mortgage Loan transaction.

(ww) No Mortgage Loan was made in connection with (i) a construction or rehabilitation of a Mortgaged Property or (ii) facilitating the trade-in or exchange of a Mortgaged Property, other than a construction-to-permanent loan which has converted to a permanent Mortgage Loan.

EXHIBIT E

REQUEST FOR RELEASE

TO: [applicable Custodian]

Re: Pooling and Servicing Agreement dated as of December 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

EXHIBIT F-1

FORM OF TRANSFEROR REPRESENTATION LETTER

[Date]

Citigroup, N.A.

000 Xxxxxxxxx Xx

Xxx Xxxx, XX 00000

ATTENTION: CMLTI, SERIES 2005-10

Re: Citigroup Mortgage Loan Trust Inc., Mortgage Pass-Through Certificates, Series 2005-10, 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 December 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:

FORM OF TRANSFEREE REPRESENTATION LETTER

[Date]

Citigroup, N.A.

000 Xxxxxxxxx Xx

Xxx Xxxx, XX 00000

ATTENTION: CMLTI, SERIES 2005-10

Re: Citigroup Mortgage Loan Trust Inc., Mortgage Pass-Through Certificates, Series 2005-10, 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 December 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:

ANNEX 1 TO EXHIBIT F

QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

[For Transferees Other Than Registered Investment Companies]

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.
	___	CORPORATION, ETC. The Transferee is a corporation (other than a bank, savings and loan association or similar institution), Massachusetts or similar business trust, partnership, or any organization described in Section 501(c)(3) of the Internal Revenue Code of 1986.
	___	BANK. The Transferee (a) is a national bank or banking institution organized under the laws of any State, territory or the District of Columbia, the business of which is substantially confined to banking and is supervised by the State or territorial banking commission or similar official or is a foreign bank or equivalent institution, and (b) has an audited net worth of at least $25,000,000 as demonstrated in its latest annual financial statements, a copy of which is attached hereto.
	___	SAVINGS AND LOAN. The Transferee (a) is a savings and loan association, building and loan association, cooperative bank, homestead association or similar institution, which is supervised and examined by a State or Federal authority having supervision over any such institutions or is a foreign savings and loan association or equivalent institution and (b) has an audited net worth of at least

_________________________

Transferee must own and/or invest on a discretionary basis at least $100,000,000 in securities unless Transferee is a dealer, and, in that case, Transferee must own and/or invest on a discretionary basis at least $10,000,000 in securities. $25,000,000 as demonstrated in its latest annual financial statements, A COPY OF WHICH IS ATTACHED HERETO.

	___	BROKER-DEALER. The Transferee is a dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934.
	___	INSURANCE COMPANY. The Transferee is an insurance company whose primary and predominant business activity is the writing of insurance or the reinsuring of risks underwritten by insurance companies and which is subject to supervision by the insurance commissioner or a similar official or agency of a State, territory or the District of Columbia.
	___	STATE OR LOCAL PLAN. The Transferee is a plan established and maintained by a State, its political subdivisions, or any agency or instrumentality of the State or its political subdivisions, for the benefit of its employees.
	___	ERISA PLAN. The Transferee is an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974.
	___	INVESTMENT ADVISOR. The Transferee is an investment advisor registered under the Investment Advisers Act of 1940.
	3.	The term “SECURITIES” as used herein DOES NOT INCLUDE (i) securities of issuers that are affiliated with the Transferee, (ii) securities that are part of an unsold allotment to or subscription by the Transferee, if the Transferee is a dealer, (iii) securities issued or guaranteed by the U.S. or any instrumentality thereof, (iv) bank deposit notes and certificates of deposit, (v) loan participations, (vi) repurchase agreements, (vii) securities owned but subject to a repurchase agreement and (viii) currency, interest rate and commodity swaps.
	4.	For purposes of determining the aggregate amount of securities owned and/or invested on a discretionary basis by the Transferee, the Transferee used the cost of such securities to the Transferee and did not include any of the securities referred to in the preceding paragraph. Further, in determining such aggregate amount, the Transferee may have included securities owned by subsidiaries of the Transferee, but only if such subsidiaries are consolidated with the Transferee in its financial statements prepared in accordance with generally accepted accounting principles and if the investments of such subsidiaries are managed under the Transferee's direction. However, such securities were not included if the Transferee is a majority-owned, consolidated subsidiary of another enterprise and the Transferee is not itself a reporting company under the Securities Exchange Act of 1934.
	5.	The Transferee acknowledges that it is familiar with Rule 144A and understands that the Transferor and other parties related to the Certificates are relying and will continue to rely on the statements made herein because one or more sales to the Transferee may be in reliance on Rule 144A.

___
Yes ___
No Will the Transferee be purchasing the Certificates only for the Transferee's own account?

	6.	If the answer to the foregoing question is “no”, the Transferee agrees that, in connection with any purchase of securities sold to the Transferee for the account of a third party (including any separate account) in reliance on Rule 144A, the Transferee will only purchase for the account of a third party that at the time is a “qualified institutional buyer” within the meaning of Rule 144A. In addition, the Transferee agrees that the Transferee will not purchase securities for a third party unless the Transferee has obtained a current representation letter from such third party or taken other appropriate steps contemplated by Rule 144A to conclude that such third party independently meets the definition of “qualified institutional buyer” set forth in Rule 144A.
	7.	The Transferee will notify each of the parties to which this certification is made of any changes in the information and conclusions herein. Until such notice is given, the Transferee's purchase of the Certificates will constitute a reaffirmation of this certification as of the date of such purchase. In addition, if the Transferee is a bank or savings and loan as provided above, the Transferee agrees that it will furnish to such parties updated annual financial statements promptly after they become available.

Dated:

___________________________________

Print Name of Transferee

By:       _______________________________

Name:

Title:

ANNEX 2 TO EXHIBIT F

QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

[For Transferees That Are Registered Investment Companies]

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 or Senior Vice President of the entity purchasing the Certificates (the “Transferee”) or, if the Transferee is a “qualified institutional buyer” as that term is defined in Rule 144A under the Securities Act of 1933 (“Rule 144A”) because the Transferee is part of a Family of Investment Companies (as defined below), is such an officer of the investment adviser (the “Adviser”).

2. In connection with purchases by the Transferee, the Transferee is a “qualified institutional buyer” as defined in Rule 144A because (i) the Transferee is an investment company registered under the Investment Company Act of 1940, and (ii) as marked below, the Transferee alone, or the Transferee's Family of Investment Companies, owned at least $100,000,000 in securities (other than the excluded securities referred to below) as of the end of the Transferee's most recent fiscal year. For purposes of determining the amount of securities owned by the Transferee or the Transferee's Family of Investment Companies, the cost of such securities was used.

____ The Transferee owned $___________________ in securities (other than 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).

____ The Transferee is part of a Family of Investment Companies which owned in the aggregate $______________ in securities (other than 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).

3. The term “FAMILY OF INVESTMENT COMPANIES” as used herein means two or more registered investment companies (or series thereof) that have the same investment adviser or investment advisers that are affiliated (by virtue of being majority owned subsidiaries of the same parent or because one investment adviser is a majority owned subsidiary of the other).

4. The term “SECURITIES” as used herein does not include (i) securities of issuers that are affiliated with the Transferee or are part of the Transferee's Family of Investment Companies, (ii) securities issued or guaranteed by the U.S. or any instrumentality thereof, (iii) bank deposit notes and certificates of deposit, (iv) loan participations, (v) repurchase agreements, (vi) securities owned but subject to a repurchase agreement and (vii) currency, interest rate and commodity swaps.

5. The Transferee is familiar with Rule 144A and understands that the parties to which this certification is being made are relying and will continue to rely on the statements made herein because one or more sales to the Transferee will be in reliance on Rule 144A. In addition, the Transferee will only purchase for the Transferee's own account.

6. The undersigned will notify the parties to which this certification is made of any changes in the information and conclusions herein. Until such notice, the Transferee's purchase of the Certificates will constitute a reaffirmation of this certification by the undersigned as of the date of such purchase.

Dated:

___________________________________

Print Name of Transferee or Advisor

By:________________________________

Name:

Title:

IF AN ADVISER:

___________________________________

Print Name of Transferee

FORM OF TRANSFEREE REPRESENTATION LETTER

The undersigned hereby certifies on behalf of the purchaser named below (the “Purchaser”) as follows:

7. I am an executive officer of the Purchaser.

8. The Purchaser is a “qualified institutional buyer”, as defined in Rule 144A, (“Rule 144A”) under the Securities Act of 1933, as amended.

3. As of the date specified below (which is not earlier than the last day of the Purchaser's most recent fiscal year), the amount of “securities”, computed for purposes of Rule 144A, owned and invested on a discretionary basis by the Purchaser was in excess of $100,000,000.

Name of Purchaser

___________________________________

By:       _____________________________

Name:

Title:

Date of this certificate:

Date of information provided in paragraph 3

EXHIBIT F-2

FORM OF RESIDUAL CERTIFICATE TRANSFER AFFIDAVIT

STATE OF_____________	)
	)	ss.:
COUNTY OF___________	)

__________________________, being duly sworn, deposes, represents and warrants as follows:

1. I am a ______________________ of ____________________________ (the “Owner”) a corporation duly organized and existing under the laws of ______________, the record owner of Citigroup Mortgage Loan Trust Inc., Mortgage Pass-Through Certificates, Series 2005-10, Class R Certificates, (the “Class R Certificates”), on behalf of whom I make this affidavit and agreement. Capitalized terms used but not defined herein have the respective meanings assigned thereto in the Pooling and Servicing Agreement pursuant to which the Class R Certificates were issued.

2. The Owner (i) is and will be a “Permitted Transferee” as of ____________, 20__ and (ii) is acquiring the Class R Certificates for its own account or for the account of another Owner from which it has received an affidavit in substantially the same form as this affidavit. A “Permitted Transferee” is any person other than a “disqualified organization” or a possession of the United States. For this purpose, a “disqualified organization” means the United States, any state or political subdivision thereof, any agency or instrumentality of any of the foregoing (other than an instrumentality all of the activities of which are subject to tax and, except for the Federal Home Loan Mortgage Corporation, a majority of whose board of directors is not selected by any such governmental entity) or any foreign government, international organization or any agency or instrumentality of such foreign government or organization, any rural electric or telephone cooperative, or any organization (other than certain farmers' cooperatives) that is generally exempt from federal income tax unless such organization is subject to the tax on unrelated business taxable income.

3. The Owner is aware (i) of the tax that would be imposed on transfers of the Class R Certificates to disqualified organizations under the Internal Revenue Code of 1986 that applies to all transfers of the Class R Certificates after March 31, 1988; (ii) that such tax would be on the transferor or, if such transfer is through an agent (which person includes a broker, nominee or middleman) for a non-Permitted Transferee, on the agent; (iii) that the person otherwise liable for the tax shall be relieved of liability for the tax if the transferee furnishes to such person an affidavit that the transferee is a Permitted Transferee and, at the time of transfer, such person does not have actual knowledge that the affidavit is false; and (iv) that each of the Class R Certificates may be a “noneconomic residual interest” within the meaning of proposed Treasury regulations promulgated under the Code and that the transferor of a “noneconomic residual interest” will remain liable for any taxes due with respect to the income on such residual interest, unless no significant purpose of the transfer is to impede the assessment or collection of tax.

4. The Owner is aware of the tax imposed on a “pass-through entity” holding the Class R Certificates if, at any time during the taxable year of the pass-through entity, a non-Permitted Transferee is the record holder of an interest in such entity. (For this purpose, a “pass-through entity” includes a regulated investment company, a real estate investment trust or common trust fund, a partnership, trust or estate, and certain cooperatives.)

5. The Owner is aware that the Trustee will not register the transfer of any Class R Certificate unless the transferee, or the transferee's agent, delivers to the Trustee, among other things, an affidavit in substantially the same form as this affidavit. The Owner expressly agrees that it will not consummate any such transfer if it knows or believes that any of the representations contained in such affidavit and agreement are false.

6. The Owner consents to any additional restrictions or arrangements that shall be deemed necessary upon advice of counsel to constitute a reasonable arrangement to ensure that the Class R Certificates will only be owned, directly or indirectly, by an Owner that is a Permitted Transferee.

7. The Owner's taxpayer identification number is _________________.

8. The Owner has reviewed the restrictions set forth on the face of the Class R Certificates and the provisions of Section 5.02(d) of the Pooling and Servicing Agreement under which the Class R Certificates were issued (in particular, clauses (iii)(A) and (iii)(B) of Section 5.02(d) which authorize the Trustee to deliver payments to a person other than the Owner and negotiate a mandatory sale by the Trustee in the event that the Owner holds such Certificate in violation of Section 5.02(d)); and that the Owner expressly agrees to be bound by and to comply with such restrictions and provisions.

9. The Owner is not acquiring and will not transfer the Class R Certificates in order to impede the assessment or collection of any tax.

10. The Owner anticipates that it will, so long as it holds the Class R Certificates, have sufficient assets to pay any taxes owed by the holder of such Class R Certificates, and hereby represents to and for the benefit of the person from whom it acquired the Class R Certificates that the Owner intends to pay taxes associated with holding such Class R Certificates as they become due, fully understanding that it may incur tax liabilities in excess of any cash flows generated by the Class R Certificates.

11.         The Owner has no present knowledge that it may become insolvent or subject to a bankruptcy proceeding for so long as it holds the Class R Certificates.

12. The Owner has no present knowledge or expectation that it will be unable to pay any United States taxes owed by it so long as any of the Certificates remain outstanding.

13. The Owner is not acquiring the Class R Certificates with the intent to transfer the Class R Certificates to any person or entity that will not have sufficient assets to pay any taxes owed by the holder of such Class R Certificates, or that may become insolvent or subject to a bankruptcy proceeding, for so long as the Class R Certificates remain outstanding.

14. The Owner will, in connection with any transfer that it makes of the Class R Certificates, obtain from its transferee the representations required by Section 5.02(d) of the Pooling and Servicing Agreement under which the Class R Certificate were issued and will not consummate any such transfer if it knows, or knows facts that should lead it to believe, that any such representations are false.

15. The Owner will, in connection with any transfer that it makes of the Class R Certificates, deliver to the Trustee an affidavit, which represents and warrants that it is not transferring the Class R Certificates to impede the assessment or collection of any tax and that it has no actual knowledge that the proposed transferee: (i) has insufficient assets to pay any taxes owed by such transferee as holder of the Class R Certificates; (ii) may become insolvent or subject to a bankruptcy proceeding for so long as the Class R Certificates remains outstanding; and (iii) is not a “Permitted Transferee”.

16. The Owner is a citizen or resident of the United States, a corporation, partnership or other entity created or organized in, or under the laws of, the United States or any political subdivision thereof, or an estate or trust whose income from sources without the United States may be included in gross income for United States federal income tax purposes regardless of its connection with the conduct of a trade or business within the United States.

IN WITNESS WHEREOF, the Owner has caused this instrument to be executed on its behalf, pursuant to the authority of its Board of Directors, by its [Vice] President, attested by its [Assistant] Secretary, this ____ day of __________, 20__.

[OWNER]

By:

Name:

Title:   [Vice] President

ATTEST:

By:_________________________________

Name:

Title: [Assistant] Secretary

Personally appeared before me the above-named , known or proved to me to be the same person who executed the foregoing instrument and to be a [Vice] President of the Owner, and acknowledged to me that [he/she] executed the same as [his/her] free act and deed and the free act and deed of the Owner.

Subscribed and sworn before me this ____ day of __________, 20___.

Notary Public

County of __________________

State of ___________________

My Commission expires:

FORM OF TRANSFEROR AFFIDAVIT

STATE OF_____________	)
	)	ss.:
COUNTY OF___________	)

__________________________, being duly sworn, deposes, represents and warrants as follows:

1. I am a ____________________ of ____________________________ (the “Owner”), a corporation duly organized and existing under the laws of ______________, on behalf of whom I make this affidavit.

2. The Owner is not transferring the Class R Certificates (the “Residual Certificates”) to impede the assessment or collection of any tax.

3. The Owner has no actual knowledge that the Person that is the proposed transferee (the “Purchaser”) of the Residual Certificates: (i) has insufficient assets to pay any taxes owed by such proposed transferee as holder of the Residual Certificates; (ii) may become insolvent or subject to a bankruptcy proceeding for so long as the Residual Certificates remain outstanding and (iii) is not a Permitted Transferee.

4. The Owner understands that the Purchaser has delivered to the Trustee a transfer affidavit and agreement in the form attached to the Pooling and Servicing Agreement as Exhibit F-2. The Owner does not know or believe that any representation contained therein is false.

5. At the time of transfer, the Owner has conducted a reasonable investigation of the financial condition of the Purchaser as contemplated by Treasury Regulations Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Owner has determined that the Purchaser has historically paid its debts as they became due and has found no significant evidence to indicate that the Purchaser will not continue to pay its debts as they become due in the future. The Owner understands that the transfer of a Residual Certificate may not be respected for United States income tax purposes (and the Owner may continue to be liable for United States income taxes associated therewith) unless the Owner has conducted such an investigation.

6. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement.

IN WITNESS WHEREOF, the Owner has caused this instrument to be executed on its behalf, pursuant to the authority of its Board of Directors, by its [Vice] President, attested by its [Assistant] Secretary, this ____ day of ___________, 20__.

[OWNER]

By:

Name:

Title:   [Vice] President

ATTEST:

By:______________________________

Name:

Title: [Assistant] Secretary

Personally appeared before me the above-named , known or proved to me to be the same person who executed the foregoing instrument and to be a [Vice] President of the Owner, and acknowledged to me that [he/she] executed the same as [his/her] free act and deed and the free act and deed of the Owner.

Subscribed and sworn before me this ____ day of __________, 20___.

Notary Public

County of __________________

State of ___________________

My Commission expires:

EXHIBIT G

FORM OF CERTIFICATION WITH RESPECT TO ERISA AND THE CODE

[Date]

Citigroup, N.A.

000 Xxxxxxxxx Xx

Xxx Xxxx, XX 00000

Attention: CMLTI, Series 2005-10

Re: Citigroup Mortgage Loan Trust Inc., Mortgage Pass-Through Certificates, Series 2005-10, Class ___

Dear Sirs:

_______________________ (the “Transferee”) intends to acquire from _____________________ (the “Transferor”) $____________ Initial Certificate Principal Balance of Citigroup Mortgage Loan Trust Inc., Mortgage Pass-Through Certificates, Series 2005-10, Class I- [B-4] [B-5] [B-6] [R] or II-[B-4] [B-5] [B-6] [R] (the “Certificates”), issued pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”) dated as of December 1, 2005, among Citigroup Mortgage Loan Trust Inc. as depositor (the “Depositor”), CitiMortgage, Inc. as master servicer (the”Master Servicer”) and trust administrator, Citibank N.A., as paying agent, certificate registrar and authenticating agent and U.S. Bank National Association as trustee (the “Trustee”). Capitalized terms used herein and not otherwise defined shall have the meanings assigned thereto in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to, and covenants with the Depositor, the Trustee and the Master Servicer that:

The Certificates (i) are not being acquired by, and will not be transferred to, any employee benefit plan within the meaning of section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or other retirement arrangement, including individual retirement accounts and annuities, Xxxxx plans and bank collective investment funds and insurance company general or separate accounts in which such plans, accounts or arrangements are invested, that is subject to Section 406 of ERISA or Section 4975 of the Internal Revenue Code of 1986 (the “Code”) (any of the foregoing, a “Plan”), (ii) are not being acquired with “plan assets” of a Plan within the meaning of the Department of Labor (“DOL”) regulation, 29 C.F.R.ss.2510.3-101, and (iii) will not be transferred to any entity that is deemed to be investing in plan assets within the meaning of the DOL regulation at 29 C.F.R.ss.2510.3-101.

Very truly yours,

______________________________________

By:

Name:

Title:

EXHIBIT H

FORM OF MASTER SERVICER CERTIFICATION

Re: Citigroup Mortgage Loan Trust Inc., Mortgage Pass-Through Certificates, Series 2005-10

I, [identify the certifying individual], certify that:

1.         I have reviewed the information required to be provided to the Trustee by the Master Servicer pursuant to the Pooling and Servicing Agreement (the “Servicing Information”);

2. Based on my knowledge, the Servicing Information, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the last day of the period covered by this annual report;

3.         Based on my knowledge, the Servicing Information required to be provided to the Trustee by the Master Servicer has been provided as required under the Pooling and Servicing Agreement;

4.         I am responsible for reviewing the activities performed by the Master Servicer under the Pooling and Servicing Agreement and based upon my knowledge and the annual compliance review required under the Pooling and Servicing Agreement, and except as disclosed by written notice to the Trustee or in the annual compliance statement or certified public accountant's report required to be delivered to the Trustee in accordance with the terms of the Pooling and Servicing Agreement (which has been so delivered to the Trustee), the Master Servicer has, for the period covered by the Form 10-K Annual Report, fulfilled its obligations under the Pooling and Servicing Agreement; and

5. The Master Servicer has disclosed to its certified public accountants and the Depositor all significant deficiencies relating to the Master Servicer's compliance with the minimum servicing standards in accordance with a review conducted in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar procedure, as set forth in the Pooling and Servicing Agreement.

Capitalized terms used but not defined herein have the meanings ascribed to them in the Pooling and Servicing Agreement, dated December 1, 2005 (the “Pooling and Servicing Agreement”), among the Depositor 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.

CITIMORTGAGE, INC.

By:

Name:

Title:

Date:

SCHEDULE 1

MORTGAGE LOAN SCHEDULE

loanid                  product          loantype             pool_name            servicernm             lendernm
--------------------------------------------------------------------------------------------------------------------------
        4140018         ALT_A            HYBRID-3             Group 1-1            National City          National City
        4298414         ALT_A            HYBRID-3             Group 1-1            National City          National City
        4312416         ALT_A            HYBRID-3             Group 1-2            National City          National City
        4332795         ALT_A            HYBRID-3             Group 1-1            National City          National City
        4354687         ALT_A            HYBRID-3             Group 1-1            National City          National City
        4104041         ALT_A            HYBRID-5             Group 1-3            National City          National City
        4298132         ALT_A            HYBRID-5             Group 1-3            National City          National City
        4315097         ALT_A            HYBRID-5             Group 1-4            National City          National City
        4334969         ALT_A            HYBRID-5             Group 1-3            National City          National City
        4357193         ALT_A            HYBRID-5             Group 1-3            National City          National City
        4269722         ALT_A            HYBRID-7             Group 1-5            National City          National City
        4313282         ALT_A            HYBRID-7             Group 1-5            National City          National City
        4347552         ALT_A            HYBRID-7             Group 1-5            National City          National City
       86984275         ALT_A            HYBRID-3             Group 1-1            GreenPoint             GreenPoint
       86993862         ALT_A            HYBRID-3             Group 1-2            GreenPoint             GreenPoint
       87206082         ALT_A            HYBRID-3             Group 1-2            GreenPoint             GreenPoint
       87359691         ALT_A            HYBRID-5             Group 1-3            GreenPoint             GreenPoint
       87412771         ALT_A            HYBRID-3             Group 1-2            GreenPoint             GreenPoint
       87415477         ALT_A            HYBRID-3             Group 1-1            GreenPoint             GreenPoint
       87481529         ALT_A            HYBRID-2             Group 1-2            GreenPoint             GreenPoint
       87627030         ALT_A            HYBRID-3             Group 1-1            GreenPoint             GreenPoint
       87631321         ALT_A            HYBRID-3             Group 1-2            GreenPoint             GreenPoint
       87662656         ALT_A            HYBRID-3             Group 1-2            GreenPoint             GreenPoint
       87666079         ALT_A            HYBRID-2             Group 1-2            GreenPoint             GreenPoint
       87675930         ALT_A            HYBRID-3             Group 1-2            GreenPoint             GreenPoint
       87683017         ALT_A            HYBRID-2             Group 1-1            GreenPoint             GreenPoint
       87730123         ALT_A            HYBRID-3             Group 1-1            GreenPoint             GreenPoint
       87751459         ALT_A            HYBRID-3             Group 1-1            GreenPoint             GreenPoint
       87756524         ALT_A            HYBRID-3             Group 1-2            GreenPoint             GreenPoint
       87763587         ALT_A            HYBRID-3             Group 1-2            GreenPoint             GreenPoint
       87772695         ALT_A            HYBRID-3             Group 1-1            GreenPoint             GreenPoint
       87785473         ALT_A            HYBRID-2             Group 1-2            GreenPoint             GreenPoint
       87793774         ALT_A            HYBRID-2             Group 1-1            GreenPoint             GreenPoint
       87819272         ALT_A            HYBRID-5             Group 1-3            GreenPoint             GreenPoint
       87852141         ALT_A            HYBRID-5             Group 1-3            GreenPoint             GreenPoint
       87863304         ALT_A            HYBRID-2             Group 1-1            GreenPoint             GreenPoint
       87865689         ALT_A            HYBRID-3             Group 1-1            GreenPoint             GreenPoint
       87865739         ALT_A            HYBRID-3             Group 1-1            GreenPoint             GreenPoint
       87875316         ALT_A            HYBRID-3             Group 1-1            GreenPoint             GreenPoint
       87878617         ALT_A            HYBRID-3             Group 1-1            GreenPoint             GreenPoint
       87883567         ALT_A            HYBRID-3             Group 1-1            GreenPoint             GreenPoint
       87883997         ALT_A            HYBRID-5             Group 1-4            GreenPoint             GreenPoint
       87888855         ALT_A            HYBRID-2             Group 1-1            GreenPoint             GreenPoint
       87892402         ALT_A            HYBRID-7             Group 1-5            GreenPoint             GreenPoint
       87896296         ALT_A            HYBRID-3             Group 1-2            GreenPoint             GreenPoint
       87897724         ALT_A            HYBRID-5             Group 1-3            GreenPoint             GreenPoint
       87899092         ALT_A            HYBRID-3             Group 1-2            GreenPoint             GreenPoint
       87900189         ALT_A            HYBRID-2             Group 1-1            GreenPoint             GreenPoint
       87917761         ALT_A            HYBRID-3             Group 1-1            GreenPoint             GreenPoint
       87920609         ALT_A            HYBRID-3             Group 1-1            GreenPoint             GreenPoint
       87922480         ALT_A            HYBRID-2             Group 1-2            GreenPoint             GreenPoint
       87928628         ALT_A            HYBRID-2             Group 1-2            GreenPoint             GreenPoint
       87931739         ALT_A            HYBRID-3             Group 1-1            GreenPoint             GreenPoint
       87938460         ALT_A            HYBRID-2             Group 1-1            GreenPoint             GreenPoint
       87939781         ALT_A            HYBRID-2             Group 1-2            GreenPoint             GreenPoint
       87945085         ALT_A            HYBRID-5             Group 1-3            GreenPoint             GreenPoint
       87945192         ALT_A            HYBRID-2             Group 1-1            GreenPoint             GreenPoint
       87955522         ALT_A            HYBRID-2             Group 1-1            GreenPoint             GreenPoint
       87957239         ALT_A            HYBRID-3             Group 1-2            GreenPoint             GreenPoint
       87958468         ALT_A            HYBRID-3             Group 1-1            GreenPoint             GreenPoint
       87960696         ALT_A            HYBRID-7             Group 1-5            GreenPoint             GreenPoint
       87962833         ALT_A            HYBRID-3             Group 1-1            GreenPoint             GreenPoint
       87964839         ALT_A            HYBRID-3             Group 1-2            GreenPoint             GreenPoint
       87966610         ALT_A            HYBRID-3             Group 1-1            GreenPoint             GreenPoint
       87969713         ALT_A            HYBRID-2             Group 1-2            GreenPoint             GreenPoint
       87970950         ALT_A            HYBRID-5             Group 1-4            GreenPoint             GreenPoint
       87975322         ALT_A            HYBRID-3             Group 1-1            GreenPoint             GreenPoint
       87976536         ALT_A            HYBRID-3             Group 1-2            GreenPoint             GreenPoint
       87979001         ALT_A            HYBRID-5             Group 1-4            GreenPoint             GreenPoint
       87982773         ALT_A            HYBRID-2             Group 1-1            GreenPoint             GreenPoint
       87983854         ALT_A            HYBRID-3             Group 1-2            GreenPoint             GreenPoint
       87984100         ALT_A            HYBRID-3             Group 1-1            GreenPoint             GreenPoint
       87984977         ALT_A            HYBRID-3             Group 1-2            GreenPoint             GreenPoint
       87988010         ALT_A            HYBRID-5             Group 1-3            GreenPoint             GreenPoint
       87988754         ALT_A            HYBRID-2             Group 1-1            GreenPoint             GreenPoint
       87989190         ALT_A            HYBRID-3             Group 1-2            GreenPoint             GreenPoint
       87989406         ALT_A            HYBRID-5             Group 1-4            GreenPoint             GreenPoint
       87990123         ALT_A            HYBRID-3             Group 1-1            GreenPoint             GreenPoint
       87992715         ALT_A            HYBRID-2             Group 1-1            GreenPoint             GreenPoint
       87993945         ALT_A            HYBRID-3             Group 1-1            GreenPoint             GreenPoint
       87995866         ALT_A            HYBRID-5             Group 1-3            GreenPoint             GreenPoint
       87996047         ALT_A            HYBRID-2             Group 1-2            GreenPoint             GreenPoint
       87996112         ALT_A            HYBRID-2             Group 1-2            GreenPoint             GreenPoint
       87996310         ALT_A            HYBRID-5             Group 1-4            GreenPoint             GreenPoint
       87996492         ALT_A            HYBRID-3             Group 1-1            GreenPoint             GreenPoint
       87996625         ALT_A            HYBRID-5             Group 1-3            GreenPoint             GreenPoint
       87996690         ALT_A            HYBRID-5             Group 1-3            GreenPoint             GreenPoint
       87997037         ALT_A            HYBRID-2             Group 1-1            GreenPoint             GreenPoint
       87998563         ALT_A            HYBRID-5             Group 1-4            GreenPoint             GreenPoint
       87999983         ALT_A            HYBRID-5             Group 1-4            GreenPoint             GreenPoint
       88000641         ALT_A            HYBRID-2             Group 1-2            GreenPoint             GreenPoint
       88003058         ALT_A            HYBRID-3             Group 1-1            GreenPoint             GreenPoint
       88004957         ALT_A            HYBRID-3             Group 1-1            GreenPoint             GreenPoint
       88006952         ALT_A            HYBRID-7             Group 1-5            GreenPoint             GreenPoint
       88011135         ALT_A            HYBRID-2             Group 1-2            GreenPoint             GreenPoint
       88012828         ALT_A            HYBRID-5             Group 1-4            GreenPoint             GreenPoint
       88018775         ALT_A            HYBRID-5             Group 1-4            GreenPoint             GreenPoint
       88019179         ALT_A            HYBRID-7             Group 1-5            GreenPoint             GreenPoint
       88019997         ALT_A            HYBRID-3             Group 1-2            GreenPoint             GreenPoint
       88020615         ALT_A            HYBRID-3             Group 1-1            GreenPoint             GreenPoint
       88022249         ALT_A            HYBRID-3             Group 1-2            GreenPoint             GreenPoint
       88023064         ALT_A            HYBRID-7             Group 1-5            GreenPoint             GreenPoint
       88026216         ALT_A            HYBRID-3             Group 1-2            GreenPoint             GreenPoint
       88026489         ALT_A            HYBRID-2             Group 1-1            GreenPoint             GreenPoint
       88026570         ALT_A            HYBRID-5             Group 1-3            GreenPoint             GreenPoint
       88027966         ALT_A            HYBRID-3             Group 1-2            GreenPoint             GreenPoint
       88031828         ALT_A            HYBRID-7             Group 1-5            GreenPoint             GreenPoint
       88031919         ALT_A            HYBRID-3             Group 1-2            GreenPoint             GreenPoint
       88033725         ALT_A            HYBRID-7             Group 1-5            GreenPoint             GreenPoint
       88033824         ALT_A            HYBRID-5             Group 1-4            GreenPoint             GreenPoint
       88034228         ALT_A            HYBRID-7             Group 1-5            GreenPoint             GreenPoint
       88034707         ALT_A            HYBRID-5             Group 1-3            GreenPoint             GreenPoint
       88034855         ALT_A            HYBRID-3             Group 1-1            GreenPoint             GreenPoint
       88036041         ALT_A            HYBRID-2             Group 1-2            GreenPoint             GreenPoint
       88036694         ALT_A            HYBRID-2             Group 1-1            GreenPoint             GreenPoint
       88039748         ALT_A            HYBRID-5             Group 1-4            GreenPoint             GreenPoint
       88040860         ALT_A            HYBRID-2             Group 1-2            GreenPoint             GreenPoint
       88041041         ALT_A            HYBRID-3             Group 1-2            GreenPoint             GreenPoint
       88042940         ALT_A            HYBRID-3             Group 1-1            GreenPoint             GreenPoint
       88044755         ALT_A            HYBRID-5             Group 1-3            GreenPoint             GreenPoint
       88045414         ALT_A            HYBRID-3             Group 1-1            GreenPoint             GreenPoint
       88045430         ALT_A            HYBRID-3             Group 1-2            GreenPoint             GreenPoint
       88045711         ALT_A            HYBRID-5             Group 1-4            GreenPoint             GreenPoint
       88045950         ALT_A            HYBRID-5             Group 1-3            GreenPoint             GreenPoint
       88046040         ALT_A            HYBRID-5             Group 1-3            GreenPoint             GreenPoint
       88046982         ALT_A            HYBRID-2             Group 1-2            GreenPoint             GreenPoint
       88050422         ALT_A            HYBRID-7             Group 1-5            GreenPoint             GreenPoint
       88050893         ALT_A            HYBRID-7             Group 1-5            GreenPoint             GreenPoint
       88051487         ALT_A            HYBRID-5             Group 1-3            GreenPoint             GreenPoint
       88055405         ALT_A            HYBRID-7             Group 1-5            GreenPoint             GreenPoint
       88059209         ALT_A            HYBRID-3             Group 1-1            GreenPoint             GreenPoint
       88060322         ALT_A            HYBRID-5             Group 1-4            GreenPoint             GreenPoint
       88061288         ALT_A            HYBRID-3             Group 1-2            GreenPoint             GreenPoint
       88062690         ALT_A            HYBRID-2             Group 1-2            GreenPoint             GreenPoint
       88063532         ALT_A            HYBRID-5             Group 1-3            GreenPoint             GreenPoint
       88063771         ALT_A            HYBRID-2             Group 1-2            GreenPoint             GreenPoint
       88064316         ALT_A            HYBRID-5             Group 1-3            GreenPoint             GreenPoint
       88068002         ALT_A            HYBRID-3             Group 1-2            GreenPoint             GreenPoint
       88068705         ALT_A            HYBRID-2             Group 1-1            GreenPoint             GreenPoint
       88069398         ALT_A            HYBRID-2             Group 1-2            GreenPoint             GreenPoint
       88070180         ALT_A            HYBRID-5             Group 1-3            GreenPoint             GreenPoint
       88071105         ALT_A            HYBRID-5             Group 1-4            GreenPoint             GreenPoint
       88072160         ALT_A            HYBRID-5             Group 1-4            GreenPoint             GreenPoint
       88072970         ALT_A            HYBRID-3             Group 1-1            GreenPoint             GreenPoint
       88074166         ALT_A            HYBRID-5             Group 1-3            GreenPoint             GreenPoint
       88074562         ALT_A            HYBRID-7             Group 1-5            GreenPoint             GreenPoint
       88077151         ALT_A            HYBRID-2             Group 1-1            GreenPoint             GreenPoint
       88078860         ALT_A            HYBRID-2             Group 1-1            GreenPoint             GreenPoint
       88079371         ALT_A            HYBRID-3             Group 1-1            GreenPoint             GreenPoint
       88081740         ALT_A            HYBRID-2             Group 1-1            GreenPoint             GreenPoint
       88082243         ALT_A            HYBRID-7             Group 1-5            GreenPoint             GreenPoint
       88083001         ALT_A            HYBRID-2             Group 1-1            GreenPoint             GreenPoint
       88085782         ALT_A            HYBRID-3             Group 1-2            GreenPoint             GreenPoint
       88087978         ALT_A            HYBRID-3             Group 1-1            GreenPoint             GreenPoint
       88088299         ALT_A            HYBRID-2             Group 1-2            GreenPoint             GreenPoint
        4290116         ALT_A            HYBRID-5             Group 1-3            National City          National City
        4290336         ALT_A            HYBRID-5             Group 1-3            National City          National City
        4290372         ALT_A            HYBRID-5             Group 1-3            National City          National City
        4290506         ALT_A            HYBRID-5             Group 1-3            National City          National City
        4290563         ALT_A            HYBRID-5             Group 1-3            National City          National City
        4291698         ALT_A            HYBRID-5             Group 1-3            National City          National City
        4292567         ALT_A            HYBRID-5             Group 1-3            National City          National City
        4292578         ALT_A            HYBRID-5             Group 1-3            National City          National City
        4292627         ALT_A            HYBRID-5             Group 1-3            National City          National City
        4292663         ALT_A            HYBRID-5             Group 1-3            National City          National City
        4292696         ALT_A            HYBRID-5             Group 1-3            National City          National City
        4292771         ALT_A            HYBRID-5             Group 1-3            National City          National City
        4292934         ALT_A            HYBRID-5             Group 1-3            National City          National City
        4293028         ALT_A            HYBRID-5             Group 1-3            National City          National City
        4293044         ALT_A            HYBRID-5             Group 1-3            National City          National City
        4293074         ALT_A            HYBRID-5             Group 1-3            National City          National City
        4293650         ALT_A            HYBRID-5             Group 1-3            National City          National City
        4294104         ALT_A            HYBRID-5             Group 1-3            National City          National City
        4294358         ALT_A            HYBRID-5             Group 1-3            National City          National City
        4295103         ALT_A            HYBRID-5             Group 1-3            National City          National City
        4295243         ALT_A            HYBRID-5             Group 1-3            National City          National City
        4295773         ALT_A            HYBRID-5             Group 1-3            National City          National City
        4295782         ALT_A            HYBRID-5             Group 1-3            National City          National City
        4296344         ALT_A            HYBRID-5             Group 1-3            National City          National City
        4296386         ALT_A            HYBRID-5             Group 1-3            National City          National City
        1776305         ALT_A            HYBRID-5             Group 1-3            National City          National City
        1777315         ALT_A            HYBRID-5             Group 1-3            National City          National City
        3196829         ALT_A            HYBRID-5             Group 1-3            National City          National City
        3196917         ALT_A            HYBRID-5             Group 1-3            National City          National City
        3379777         ALT_A            HYBRID-5             Group 1-3            National City          National City
        3380717         ALT_A            HYBRID-5             Group 1-3            National City          National City
        3381104         ALT_A            HYBRID-5             Group 1-3            National City          National City
        3381205         ALT_A            HYBRID-5             Group 1-3            National City          National City
        3508145         ALT_A            HYBRID-5             Group 1-3            National City          National City
        3542670         ALT_A            HYBRID-5             Group 1-3            National City          National City
        3575676         ALT_A            HYBRID-5             Group 1-3            National City          National City
        3604349         ALT_A            HYBRID-5             Group 1-3            National City          National City
        3785152         ALT_A            HYBRID-5             Group 1-3            National City          National City
        3843647         ALT_A            HYBRID-5             Group 1-3            National City          National City
        3885536         ALT_A            HYBRID-5             Group 1-3            National City          National City
        3891807         ALT_A            HYBRID-5             Group 1-3            National City          National City
        3903651         ALT_A            HYBRID-5             Group 1-3            National City          National City
        3989287         ALT_A            HYBRID-5             Group 1-3            National City          National City
        4024937         ALT_A            HYBRID-5             Group 1-3            National City          National City
        4030637         ALT_A            HYBRID-5             Group 1-3            National City          National City
        4050609         ALT_A            HYBRID-5             Group 1-3            National City          National City
        4064177         ALT_A            HYBRID-5             Group 1-3            National City          National City
        4073345         ALT_A            HYBRID-5             Group 1-3            National City          National City
        4113560         ALT_A            HYBRID-5             Group 1-3            National City          National City
        4123789         ALT_A            HYBRID-5             Group 1-3            National City          National City
        4125102         ALT_A            HYBRID-5             Group 1-3            National City          National City
        4228708         ALT_A            HYBRID-5             Group 1-3            National City          National City
        4229146         ALT_A            HYBRID-5             Group 1-3            National City          National City
        4231306         ALT_A            HYBRID-5             Group 1-3            National City          National City
        4227394         ALT_A            HYBRID-5             Group 1-3            National City          National City
        4228751         ALT_A            HYBRID-5             Group 1-3            National City          National City
        4231388         ALT_A            HYBRID-5             Group 1-3            National City          National City
        4231492         ALT_A            HYBRID-5             Group 1-3            National City          National City
        4234155         ALT_A            HYBRID-5             Group 1-3            National City          National City
        4234219         ALT_A            HYBRID-5             Group 1-3            National City          National City
        4234406         ALT_A            HYBRID-5             Group 1-3            National City          National City
        4234675         ALT_A            HYBRID-5             Group 1-3            National City          National City
        4235084         ALT_A            HYBRID-5             Group 1-3            National City          National City
        4235150         ALT_A            HYBRID-5             Group 1-3            National City          National City
        4236716         ALT_A            HYBRID-5             Group 1-3            National City          National City
        4237437         ALT_A            HYBRID-5             Group 1-3            National City          National City
        4237485         ALT_A            HYBRID-5             Group 1-3            National City          National City
        4239144         ALT_A            HYBRID-5             Group 1-3            National City          National City
        4239638         ALT_A            HYBRID-5             Group 1-3            National City          National City
        4239775         ALT_A            HYBRID-5             Group 1-3            National City          National City
        4239781         ALT_A            HYBRID-5             Group 1-3            National City          National City
        4240223         ALT_A            HYBRID-5             Group 1-3            National City          National City
        4241662         ALT_A            HYBRID-5             Group 1-3            National City          National City
        4242038         ALT_A            HYBRID-5             Group 1-3            National City          National City
        4242085         ALT_A            HYBRID-5             Group 1-3            National City          National City
        4242212         ALT_A            HYBRID-5             Group 1-3            National City          National City
        4242215         ALT_A            HYBRID-5             Group 1-3            National City          National City
        4242421         ALT_A            HYBRID-5             Group 1-3            National City          National City
        4242488         ALT_A            HYBRID-5             Group 1-3            National City          National City
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       31869985         ALT_A            HYBRID-7             Group 1-5            PHH                    PHH
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        4242771         ALT_A            HYBRID-7             Group 1-5            National City          National City
        4245526         ALT_A            HYBRID-7             Group 1-5            National City          National City
        4248323         ALT_A            HYBRID-7             Group 1-5            National City          National City
        4248329         ALT_A            HYBRID-7             Group 1-5            National City          National City
        4252418         ALT_A            HYBRID-7             Group 1-5            National City          National City
        4252429         ALT_A            HYBRID-7             Group 1-5            National City          National City
        4252581         ALT_A            HYBRID-7             Group 1-5            National City          National City
        4252851         ALT_A            HYBRID-7             Group 1-5            National City          National City
        4253259         ALT_A            HYBRID-7             Group 1-5            National City          National City
        4253970         ALT_A            HYBRID-7             Group 1-5            National City          National City
        4254660         ALT_A            HYBRID-7             Group 1-5            National City          National City
        4254835         ALT_A            HYBRID-7             Group 1-5            National City          National City
        4255262         ALT_A            HYBRID-7             Group 1-5            National City          National City
        4260557         ALT_A            HYBRID-7             Group 1-5            National City          National City
        4260586         ALT_A            HYBRID-7             Group 1-5            National City          National City
        4260590         ALT_A            HYBRID-7             Group 1-5            National City          National City
        4261075         ALT_A            HYBRID-7             Group 1-5            National City          National City
        4261239         ALT_A            HYBRID-7             Group 1-5            National City          National City
        4264672         ALT_A            HYBRID-7             Group 1-5            National City          National City
        4264784         ALT_A            HYBRID-7             Group 1-5            National City          National City
        4266949         ALT_A            HYBRID-7             Group 1-5            National City          National City
        4267099         ALT_A            HYBRID-7             Group 1-5            National City          National City
        4267455         ALT_A            HYBRID-7             Group 1-5            National City          National City
        4267586         ALT_A            HYBRID-7             Group 1-5            National City          National City
        4267932         ALT_A            HYBRID-7             Group 1-5            National City          National City
        4269703         ALT_A            HYBRID-7             Group 1-5            National City          National City
        4272481         ALT_A            HYBRID-7             Group 1-5            National City          National City
        4273135         ALT_A            HYBRID-7             Group 1-5            National City          National City
        4273214         ALT_A            HYBRID-7             Group 1-5            National City          National City
        4273227         ALT_A            HYBRID-7             Group 1-5            National City          National City
        4275200         ALT_A            HYBRID-7             Group 1-5            National City          National City
        4275404         ALT_A            HYBRID-7             Group 1-5            National City          National City
        4275467         ALT_A            HYBRID-7             Group 1-5            National City          National City
        4275739         ALT_A            HYBRID-7             Group 1-5            National City          National City
        4275876         ALT_A            HYBRID-7             Group 1-5            National City          National City
        4277625         ALT_A            HYBRID-7             Group 1-5            National City          National City
        4278548         ALT_A            HYBRID-7             Group 1-5            National City          National City
        4278566         ALT_A            HYBRID-7             Group 1-5            National City          National City
        4279342         ALT_A            HYBRID-7             Group 1-5            National City          National City
        4279555         ALT_A            HYBRID-7             Group 1-5            National City          National City
        4281511         ALT_A            HYBRID-7             Group 1-5            National City          National City
        4286101         ALT_A            HYBRID-7             Group 1-5            National City          National City
        4289519         ALT_A            HYBRID-7             Group 1-5            National City          National City
        4289533         ALT_A            HYBRID-7             Group 1-5            National City          National City
        4289577         ALT_A            HYBRID-7             Group 1-5            National City          National City
        4289594         ALT_A            HYBRID-7             Group 1-5            National City          National City
        4291973         ALT_A            HYBRID-7             Group 1-5            National City          National City
        4292144         ALT_A            HYBRID-7             Group 1-5            National City          National City
        4294989         ALT_A            HYBRID-7             Group 1-5            National City          National City
        4295061         ALT_A            HYBRID-7             Group 1-5            National City          National City
        4295115         ALT_A            HYBRID-7             Group 1-5            National City          National City
        4298203         ALT_A            HYBRID-7             Group 1-5            National City          National City
        4298498         ALT_A            HYBRID-7             Group 1-5            National City          National City
        4305667         ALT_A            HYBRID-7             Group 1-5            National City          National City
        4305808         ALT_A            HYBRID-7             Group 1-5            National City          National City
        4306113         ALT_A            HYBRID-7             Group 1-5            National City          National City
        4312438         ALT_A            HYBRID-7             Group 1-5            National City          National City
        4313781         ALT_A            HYBRID-7             Group 1-5            National City          National City
        4314343         ALT_A            HYBRID-7             Group 1-5            National City          National City
        4314353         ALT_A            HYBRID-7             Group 1-5            National City          National City
        4316897         ALT_A            HYBRID-7             Group 1-5            National City          National City
        4321486         ALT_A            HYBRID-7             Group 1-5            National City          National City


loanid                  amortype                     lien         secmtgcd            secmtgbal            fico
----------------------------------------------------------------------------------------------------------------
        4140018         INTEREST ONLY                   1         Y                          78294          676
        4298414         INTEREST ONLY                   1         N                              0          781
        4312416         P AND I                         1         N                              0          756
        4332795         INTEREST ONLY                   1         Y                          60200          682
        4354687         INTEREST ONLY                   1         Y                          85000          772
        4104041         INTEREST ONLY                   1         Y                          54000          751
        4298132         INTEREST ONLY                   1         Y                          75000          722
        4315097         INTEREST ONLY                   1         N                              0          670
        4334969         INTEREST ONLY                   1         N                              0          758
        4357193         INTEREST ONLY                   1         N                              0          795
        4269722         INTEREST ONLY                   1         Y                         299800          744
        4313282         INTEREST ONLY                   1         Y                          67000          789
        4347552         INTEREST ONLY                   1         N                              0          739
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       86993862         INTEREST ONLY                   1         Y                         109312          759
       87206082         INTEREST ONLY                   1         Y                         101800          755
       87359691         INTEREST ONLY                   1         N                              0          689
       87412771         INTEREST ONLY                   1         Y                         118500          780
       87415477         INTEREST ONLY                   1         Y                          37500          692
       87481529         INTEREST ONLY                   1         Y                         233500          726
       87627030         INTEREST ONLY                   1         Y                          71000          712
       87631321         INTEREST ONLY                   1         Y                          65400          678
       87662656         INTEREST ONLY                   1         Y                         121000          712
       87666079         INTEREST ONLY                   1         Y                         157000          717
       87675930         INTEREST ONLY                   1         Y                         129000          767
       87683017         INTEREST ONLY                   1         Y                          82000          718
       87730123         INTEREST ONLY                   1         Y                          30000          732
       87751459         INTEREST ONLY                   1         Y                         113000          715
       87756524         INTEREST ONLY                   1         Y                         154000          722
       87763587         INTEREST ONLY                   1         Y                         111000          763
       87772695         INTEREST ONLY                   1         Y                          47800          688
       87785473         INTEREST ONLY                   1         Y                          97500          729
       87793774         INTEREST ONLY                   1         Y                          63750          651
       87819272         INTEREST ONLY                   1         N                              0          676
       87852141         INTEREST ONLY                   1         Y                          10100          725
       87863304         INTEREST ONLY                   1         Y                          49500          694
       87865689         INTEREST ONLY                   1         Y                          31500          724
       87865739         INTEREST ONLY                   1         Y                          60214          721
       87875316         INTEREST ONLY                   1         Y                          30000          705
       87878617         INTEREST ONLY                   1         Y                          59000          784
       87883567         INTEREST ONLY                   1         Y                          37400          685
       87883997         INTEREST ONLY                   1         N                              0          648
       87888855         INTEREST ONLY                   1         Y                          73800          763
       87892402         INTEREST ONLY                   1         Y                          31600          683
       87896296         INTEREST ONLY                   1         Y                          82500          730
       87897724         INTEREST ONLY                   1         N                              0          703
       87899092         INTEREST ONLY                   1         Y                          57500          689
       87900189         INTEREST ONLY                   1         Y                          78000          739
       87917761         INTEREST ONLY                   1         N                              0          753
       87920609         INTEREST ONLY                   1         Y                          51000          667
       87922480         INTEREST ONLY                   1         Y                          90000          685
       87928628         INTEREST ONLY                   1         Y                         106000          762
       87931739         INTEREST ONLY                   1         Y                          45000          692
       87938460         INTEREST ONLY                   1         Y                          66000          693
       87939781         INTEREST ONLY                   1         Y                         111000          802
       87945085         INTEREST ONLY                   1         N                              0          681
       87945192         INTEREST ONLY                   1         Y                          59000          722
       87955522         INTEREST ONLY                   1         Y                          42900          777
       87957239         INTEREST ONLY                   1         Y                          76000          706
       87958468         INTEREST ONLY                   1         Y                          33500          696
       87960696         INTEREST ONLY                   1         Y                          58000          714
       87962833         INTEREST ONLY                   1         Y                          45700          672
       87964839         INTEREST ONLY                   1         N                              0          742
       87966610         INTEREST ONLY                   1         Y                          81000          758
       87969713         INTEREST ONLY                   1         Y                         143000          704
       87970950         INTEREST ONLY                   1         Y                         113000          785
       87975322         INTEREST ONLY                   1         Y                          29600          727
       87976536         INTEREST ONLY                   1         Y                         114000          782
       87979001         INTEREST ONLY                   1         Y                          85300          750
       87982773         INTEREST ONLY                   1         Y                          40000          689
       87983854         INTEREST ONLY                   1         Y                         111900          729
       87984100         INTEREST ONLY                   1         Y                          81000          664
       87984977         INTEREST ONLY                   1         N                              0          643
       87988010         INTEREST ONLY                   1         N                              0          688
       87988754         INTEREST ONLY                   1         Y                          27600          695
       87989190         INTEREST ONLY                   1         Y                          90000          666
       87989406         INTEREST ONLY                   1         Y                          57800          704
       87990123         INTEREST ONLY                   1         Y                          56600          704
       87992715         INTEREST ONLY                   1         Y                          37000          709
       87993945         INTEREST ONLY                   1         Y                          55000          724
       87995866         INTEREST ONLY                   1         N                              0          689
       87996047         INTEREST ONLY                   1         Y                         150000          703
       87996112         INTEREST ONLY                   1         Y                         101000          737
       87996310         INTEREST ONLY                   1         N                              0          699
       87996492         INTEREST ONLY                   1         Y                          27000          662
       87996625         INTEREST ONLY                   1         N                              0          687
       87996690         INTEREST ONLY                   1         Y                          50200          685
       87997037         INTEREST ONLY                   1         Y                          47000          711
       87998563         INTEREST ONLY                   1         N                              0          695
       87999983         INTEREST ONLY                   1         N                              0          672
       88000641         INTEREST ONLY                   1         Y                         112500          755
       88003058         INTEREST ONLY                   1         Y                          39750          770
       88004957         INTEREST ONLY                   1         Y                          87000          777
       88006952         P AND I                         1         Y                         129000          773
       88011135         INTEREST ONLY                   1         Y                         127100          783
       88012828         INTEREST ONLY                   1         Y                         114000          701
       88018775         INTEREST ONLY                   1         Y                          71200          699
       88019179         INTEREST ONLY                   1         Y                          50000          775
       88019997         INTEREST ONLY                   1         Y                          99400          692
       88020615         INTEREST ONLY                   1         Y                          56000          740
       88022249         INTEREST ONLY                   1         Y                         102400          739
       88023064         INTEREST ONLY                   1         Y                         100000          700
       88026216         INTEREST ONLY                   1         Y                         119500          739
       88026489         INTEREST ONLY                   1         Y                          41000          672
       88026570         INTEREST ONLY                   1         Y                          49000          683
       88027966         INTEREST ONLY                   1         Y                         106000          695
       88031828         INTEREST ONLY                   1         Y                          45000          740
       88031919         INTEREST ONLY                   1         Y                         130000          705
       88033725         INTEREST ONLY                   1         Y                          68000          791
       88033824         INTEREST ONLY                   1         Y                         119800          759
       88034228         INTEREST ONLY                   1         Y                          10000          733
       88034707         INTEREST ONLY                   1         Y                          42500          757
       88034855         INTEREST ONLY                   1         Y                          86000          766
       88036041         INTEREST ONLY                   1         Y                         103000          738
       88036694         P AND I                         1         Y                          60000          685
       88039748         INTEREST ONLY                   1         N                              0          731
       88040860         INTEREST ONLY                   1         Y                          52500          661
       88041041         INTEREST ONLY                   1         Y                         115000          756
       88042940         INTEREST ONLY                   1         Y                          43800          718
       88044755         P AND I                         1         Y                          31000          723
       88045414         INTEREST ONLY                   1         Y                          39600          734
       88045430         INTEREST ONLY                   1         Y                         130000          750
       88045711         INTEREST ONLY                   1         Y                          97000          733
       88045950         INTEREST ONLY                   1         Y                          42400          786
       88046040         INTEREST ONLY                   1         Y                          82700          733
       88046982         INTEREST ONLY                   1         N                              0          694
       88050422         INTEREST ONLY                   1         Y                          45000          796
       88050893         INTEREST ONLY                   1         N                              0          738
       88051487         INTEREST ONLY                   1         Y                          75000          705
       88055405         P AND I                         1         Y                          27500          766
       88059209         INTEREST ONLY                   1         Y                          89600          707
       88060322         INTEREST ONLY                   1         N                              0          738
       88061288         INTEREST ONLY                   1         Y                         101200          750
       88062690         INTEREST ONLY                   1         Y                          94300          700
       88063532         INTEREST ONLY                   1         N                              0          676
       88063771         INTEREST ONLY                   1         Y                         113800          729
       88064316         INTEREST ONLY                   1         Y                          88500          777
       88068002         INTEREST ONLY                   1         Y                          90000          698
       88068705         INTEREST ONLY                   1         Y                          60000          708
       88069398         INTEREST ONLY                   1         Y                         110000          748
       88070180         INTEREST ONLY                   1         Y                          85800          725
       88071105         INTEREST ONLY                   1         Y                          70000          755
       88072160         INTEREST ONLY                   1         Y                         150000          713
       88072970         INTEREST ONLY                   1         Y                          60000          790
       88074166         P AND I                         1         Y                          27000          667
       88074562         INTEREST ONLY                   1         Y                          44000          701
       88077151         INTEREST ONLY                   1         Y                          63000          779
       88078860         INTEREST ONLY                   1         Y                          24000          705
       88079371         INTEREST ONLY                   1         Y                          65300          710
       88081740         INTEREST ONLY                   1         Y                          44000          707
       88082243         INTEREST ONLY                   1         N                              0          706
       88083001         INTEREST ONLY                   1         Y                          42100          682
       88085782         INTEREST ONLY                   1         Y                          90700          669
       88087978         INTEREST ONLY                   1         Y                          76000          705
       88088299         INTEREST ONLY                   1         Y                         136400          722
        4290116         INTEREST ONLY                   1         Y                          37200          773
        4290336         INTEREST ONLY                   1         N                              0          775
        4290372         INTEREST ONLY                   1         N                              0          705
        4290506         P AND I                         1         N                              0          666
        4290563         P AND I                         1         N                              0          641
        4291698         INTEREST ONLY                   1         N                              0          713
        4292567         INTEREST ONLY                   1         Y                        20159.6          778
        4292578         INTEREST ONLY                   1         Y                       77018.49          805
        4292627         INTEREST ONLY                   1         N                              0          683
        4292663         P AND I                         1         N                              0          750
        4292696         INTEREST ONLY                   1         Y                          80000          740
        4292771         INTEREST ONLY                   1         N                              0          658
        4292934         INTEREST ONLY                   1         N                              0          721
        4293028         P AND I                         1         Y                          25300          704
        4293044         P AND I                         1         N                              0          706
        4293074         INTEREST ONLY                   1         Y                       22909.09          766
        4293650         INTEREST ONLY                   1         N                              0          738
        4294104         INTEREST ONLY                   1         Y                          75800          788
        4294358         INTEREST ONLY                   1         N                              0          687
        4295103         INTEREST ONLY                   1         Y                          17500          696
        4295243         P AND I                         1         Y                          37500          715
        4295773         INTEREST ONLY                   1         N                              0          812
        4295782         INTEREST ONLY                   1         Y                          27008          671
        4296344         INTEREST ONLY                   1         Y                       23949.01          738
        4296386         INTEREST ONLY                   1         Y                          88000          759
        1776305         INTEREST ONLY                   1         Y                       65043.75          736
        1777315         INTEREST ONLY                   1         N                              0          714
        3196829         INTEREST ONLY                   1         N                              0          702
        3196917         P AND I                         1         N                              0          621
        3379777         P AND I                         1         Y                          43580          782
        3380717         INTEREST ONLY                   1         Y                       31994.15          787
        3381104         INTEREST ONLY                   1         N                              0          677
        3381205         P AND I                         1         N                              0          761
        3508145         P AND I                         1         N                              0          792
        3542670         INTEREST ONLY                   1         Y                          40040          763
        3575676         INTEREST ONLY                   1         Y                       35093.07          765
        3604349         INTEREST ONLY                   1         Y                        45726.9          683
        3785152         P AND I                         1         N                              0          761
        3843647         P AND I                         1         Y                       43888.87          667
        3885536         INTEREST ONLY                   1         N                              0          679
        3891807         INTEREST ONLY                   1         Y                        52156.2          801
        3903651         INTEREST ONLY                   1         N                              0          698
        3989287         INTEREST ONLY                   1         N                              0          760
        4024937         INTEREST ONLY                   1         Y                       65973.96          722
        4030637         INTEREST ONLY                   1         N                              0          761
        4050609         P AND I                         1         N                              0          763
        4064177         INTEREST ONLY                   1         N                              0          686
        4073345         INTEREST ONLY                   1         Y                         101074          723
        4113560         INTEREST ONLY                   1         N                              0          782
        4123789         INTEREST ONLY                   1         N                              0          778
        4125102         INTEREST ONLY                   1         N                              0          633
        4228708         P AND I                         1         N                              0          770
        4229146         INTEREST ONLY                   1         Y                          55800          764
        4231306         INTEREST ONLY                   1         N                              0          660
        4227394         P AND I                         1         N                              0          727
        4228751         INTEREST ONLY                   1         N                              0          765
        4231388         P AND I                         1         N                              0          775
        4231492         P AND I                         1         N                              0          803
        4234155         INTEREST ONLY                   1         N                              0          770
        4234219         INTEREST ONLY                   1         N                              0          725
        4234406         INTEREST ONLY                   1         Y                        26447.5          732
        4234675         P AND I                         1         Y                       32648.91          776
        4235084         INTEREST ONLY                   1         N                              0          747
        4235150         INTEREST ONLY                   1         N                              0          747
        4236716         INTEREST ONLY                   1         N                              0          753
        4237437         INTEREST ONLY                   1         N                              0          710
        4237485         INTEREST ONLY                   1         Y                          73400          787
        4239144         P AND I                         1         N                              0          642
        4239638         P AND I                         1         Y                          22374          665
        4239775         INTEREST ONLY                   1         N                              0          717
        4239781         INTEREST ONLY                   1         N                              0          717
        4240223         INTEREST ONLY                   1         N                              0          743
        4241662         INTEREST ONLY                   1         N                              0          746
        4242038         INTEREST ONLY                   1         N                              0          739
        4242085         P AND I                         1         Y                          32800          750
        4242212         P AND I                         1         N                              0          596
        4242215         INTEREST ONLY                   1         N                              0          652
        4242421         INTEREST ONLY                   1         N                              0          718
        4242488         P AND I                         1         N                              0          673
        4242715         INTEREST ONLY                   1         N                              0          680
        4231126         INTEREST ONLY                   1         N                              0          751
        4242897         INTEREST ONLY                   1         N                              0          652
        4242915         INTEREST ONLY                   1         N                              0          753
        4243042         P AND I                         1         N                              0          737
        4243440         INTEREST ONLY                   1         Y                          69000          791
        4243752         INTEREST ONLY                   1         N                              0          717
        4245099         INTEREST ONLY                   1         N                              0          704
        4245411         INTEREST ONLY                   1         N                              0          654
        4248038         INTEREST ONLY                   1         Y                          26100          739
        4248110         INTEREST ONLY                   1         N                              0          654
        4248169         INTEREST ONLY                   1         N                              0          728
        4248310         P AND I                         1         Y                          31800          753
        4248378         INTEREST ONLY                   1         N                              0          769
        4248493         INTEREST ONLY                   1         N                              0          687
        4248501         P AND I                         1         Y                          19206          806
        4248726         P AND I                         1         Y                         100080          747
        4253781         INTEREST ONLY                   1         N                              0          786
        4253973         INTEREST ONLY                   1         N                              0          693
        4254038         P AND I                         1         N                              0          727
        4254439         INTEREST ONLY                   1         N                              0          687
        4254625         INTEREST ONLY                   1         N                              0          684
        4255213         INTEREST ONLY                   1         Y                          43800          742
        4255474         INTEREST ONLY                   1         N                              0          717
        4255699         INTEREST ONLY                   1         N                              0          738
        4260646         INTEREST ONLY                   1         Y                          64000          793
        4260660         P AND I                         1         N                              0          774
        4260841         INTEREST ONLY                   1         Y                          77980          728
        4260901         INTEREST ONLY                   1         N                              0          660
        4260978         P AND I                         1         N                              0          780
        4261195         P AND I                         1         N                              0          662
        4262395         INTEREST ONLY                   1         Y                          23500          754
        4262430         INTEREST ONLY                   1         N                              0          738
        4262456         INTEREST ONLY                   1         Y                        36998.5          733
        4262493         INTEREST ONLY                   1         Y                          53100          735
        4262879         INTEREST ONLY                   1         Y                          39000          728
        4264382         INTEREST ONLY                   1         N                              0          662
        4264627         INTEREST ONLY                   1         N                              0          700
        4264690         P AND I                         1         Y                          45000          650
        4264967         INTEREST ONLY                   1         Y                       13948.03          762
        4265778         INTEREST ONLY                   1         N                              0          681
        4266899         INTEREST ONLY                   1         N                              0          770
        4267068         INTEREST ONLY                   1         Y                           9744          769
        4267142         P AND I                         1         Y                        18994.5          744
        4267449         INTEREST ONLY                   1         N                              0          762
        4267539         INTEREST ONLY                   1         Y                          48000          652
        4267627         P AND I                         1         Y                        46606.6          693
        4267890         INTEREST ONLY                   1         N                              0          670
        4269728         INTEREST ONLY                   1         N                              0          797
        4269838         INTEREST ONLY                   1         N                              0          772
        4296437         INTEREST ONLY                   1         N                              0          689
        4296444         INTEREST ONLY                   1         N                              0          771
        4296762         INTEREST ONLY                   1         N                              0          709
        4297293         INTEREST ONLY                   1         N                              0          755
        4297408         INTEREST ONLY                   1         N                              0          695
        4297905         INTEREST ONLY                   1         N                              0          730
        4298064         INTEREST ONLY                   1         N                              0          753
        4298298         INTEREST ONLY                   1         N                              0          723
        4298584         INTEREST ONLY                   1         Y                        36286.5          758
        4298909         INTEREST ONLY                   1         Y                          96387          708
        4299289         INTEREST ONLY                   1         N                              0          712
        4299695         INTEREST ONLY                   1         Y                          61200          745
        4299909         INTEREST ONLY                   1         N                              0          735
        4300572         INTEREST ONLY                   1         Y                          55000          769
        4300799         INTEREST ONLY                   1         Y                        13405.5          748
        4300852         INTEREST ONLY                   1         Y                        18444.5          739
        4300855         INTEREST ONLY                   1         Y                       48492.65          735
        4300880         P AND I                         1         Y                       36411.75          639
        4301107         INTEREST ONLY                   1         N                              0          770
        4301308         P AND I                         1         Y                          25200          760
        4303062         INTEREST ONLY                   1         N                              0          787
        4303075         INTEREST ONLY                   1         N                              0          758
        4303297         INTEREST ONLY                   1         N                              0          633
        4303370         INTEREST ONLY                   1         N                              0          643
        4303984         P AND I                         1         N                              0          740
        4305471         INTEREST ONLY                   1         Y                          49380          771
        4269908         INTEREST ONLY                   1         N                              0          741
        4269991         INTEREST ONLY                   1         Y                          35250          762
        4270411         INTEREST ONLY                   1         N                              0          650
        4270513         INTEREST ONLY                   1         N                              0          773
        4270773         P AND I                         1         Y                          39000          782
        4272472         INTEREST ONLY                   1         Y                          81000          755
        4272575         P AND I                         1         Y                          24010          739
        4272576         INTEREST ONLY                   1         Y                       19103.28          792
        4272741         INTEREST ONLY                   1         Y                          38419          785
        4272842         INTEREST ONLY                   1         N                              0          719
        4272958         INTEREST ONLY                   1         Y                          62700          755
        4273075         INTEREST ONLY                   1         Y                       64648.95          759
        4274156         INTEREST ONLY                   1         Y                          14550          773
        4275213         INTEREST ONLY                   1         Y                          17010          759
        4275266         INTEREST ONLY                   1         N                              0          743
        4275594         INTEREST ONLY                   1         N                              0          752
        4275663         P AND I                         1         Y                          27400          727
        4275771         INTEREST ONLY                   1         Y                       23348.21          744
        4275937         INTEREST ONLY                   1         N                              0          761
        4276162         INTEREST ONLY                   1         Y                          21990          739
        4276176         INTEREST ONLY                   1         N                              0          692
        4276303         INTEREST ONLY                   1         N                              0          798
        4276457         P AND I                         1         N                              0          686
        4276547         INTEREST ONLY                   1         Y                          33750          810
        4276621         INTEREST ONLY                   1         Y                        30487.8          735
        4277324         INTEREST ONLY                   1         Y                          27500          685
        4278106         INTEREST ONLY                   1         Y                          22954          790
        4278150         INTEREST ONLY                   1         Y                          30200          747
        4278382         INTEREST ONLY                   1         N                              0          765
        4278390         INTEREST ONLY                   1         Y                        38161.8          774
        4278703         INTEREST ONLY                   1         N                              0          749
        4278760         INTEREST ONLY                   1         N                              0          716
        4278826         INTEREST ONLY                   1         Y                          65000          773
        4279319         P AND I                         1         Y                        19638.4          698
        4279535         INTEREST ONLY                   1         Y                          86856          770
        4280023         INTEREST ONLY                   1         Y                       19390.73          774
        4280763         INTEREST ONLY                   1         N                              0          773
        4280827         INTEREST ONLY                   1         Y                          29400          737
        4281049         INTEREST ONLY                   1         N                              0          746
        4281174         INTEREST ONLY                   1         N                              0          708
        4281350         INTEREST ONLY                   1         N                              0          812
        4281365         INTEREST ONLY                   1         N                              0          686
        4281480         INTEREST ONLY                   1         N                              0          799
        4281785         INTEREST ONLY                   1         Y                          51000          684
        4281803         INTEREST ONLY                   1         Y                           9997          716
        4282068         INTEREST ONLY                   1         N                              0          773
        4282170         INTEREST ONLY                   1         N                              0          725
        4282952         INTEREST ONLY                   1         Y                          34020          646
        4283374         INTEREST ONLY                   1         N                              0          779
        4283707         INTEREST ONLY                   1         N                              0          813
        4283972         INTEREST ONLY                   1         Y                          44200          737
        4283982         INTEREST ONLY                   1         N                              0          790
        4284140         P AND I                         1         Y                       17597.05          777
        4284182         INTEREST ONLY                   1         N                              0          736
        4284223         INTEREST ONLY                   1         N                              0          767
        4284271         INTEREST ONLY                   1         N                              0          716
        4284684         INTEREST ONLY                   1         Y                          29250          757
        4286335         INTEREST ONLY                   1         N                              0          745
        4286487         INTEREST ONLY                   1         N                              0          724
        4286606         INTEREST ONLY                   1         Y                          38360          781
        4286674         INTEREST ONLY                   1         N                              0          726
        4286750         P AND I                         1         N                              0          625
        4286938         INTEREST ONLY                   1         Y                          38360          781
        4286977         INTEREST ONLY                   1         N                              0          660
        4287245         P AND I                         1         N                              0          665
        4287348         INTEREST ONLY                   1         Y                        64681.2          665
        4287366         INTEREST ONLY                   1         Y                         200005          766
        4287530         P AND I                         1         N                              0          701
        4287577         INTEREST ONLY                   1         N                              0          766
        4287929         INTEREST ONLY                   1         N                              0          724
        4288185         P AND I                         1         N                              0          707
        4288186         P AND I                         1         N                              0          707
        4288190         P AND I                         1         N                              0          707
        4288816         INTEREST ONLY                   1         Y                          25704          720
        4289616         INTEREST ONLY                   1         Y                        34304.2          796
        4289906         INTEREST ONLY                   1         Y                        7594.41          768
       30670640         INTEREST ONLY                   1         N                              0          753
       30672083         INTEREST ONLY                   1         N                              0          752
       30673032         INTEREST ONLY                   1         Y                          27750          674
       30673255         INTEREST ONLY                   1         N                              0          645
       30673305         INTEREST ONLY                   1         N                              0          683
       30673545         INTEREST ONLY                   1         N                              0          669
       30674121         INTEREST ONLY                   1         Y                          89200          707
       30674402         P AND I                         1         N                              0          782
       30674618         INTEREST ONLY                   1         Y                          84000          692
       30675037         P AND I                         1         N                              0          663
       30675045         INTEREST ONLY                   1         Y                          92000          760
       30675060         P AND I                         1         Y                          52350          665
       30675078         INTEREST ONLY                   1         N                              0          731
       30675508         INTEREST ONLY                   1         N                              0          638
       30675573         INTEREST ONLY                   1         Y                          73100          726
       30675615         INTEREST ONLY                   1         N                              0          719
       30675912         INTEREST ONLY                   1         Y                          64990          759
       30676613         INTEREST ONLY                   1         N                              0          705
       30676662         INTEREST ONLY                   1         Y                          65000          695
       30676688         INTEREST ONLY                   1         Y                          99990          680
       30676936         INTEREST ONLY                   1         Y                          92250          693
       30677041         INTEREST ONLY                   1         Y                          44200          765
       30677249         P AND I                         1         Y                          34984          694
        4314944         INTEREST ONLY                   1         Y                          99981          773
        4314954         INTEREST ONLY                   1         N                              0          700
        4315037         INTEREST ONLY                   1         Y                          20000          679
        4315858         INTEREST ONLY                   1         N                              0          688
        4317033         P AND I                         1         Y                          26600          774
        4319349         INTEREST ONLY                   1         N                              0          665
        4322001         INTEREST ONLY                   1         Y                        32521.5          716
        4322272         INTEREST ONLY                   1         N                              0          802
        4322280         INTEREST ONLY                   1         N                              0          802
        4322285         INTEREST ONLY                   1         N                              0          748
        4322289         INTEREST ONLY                   1         N                              0          748
        4322637         INTEREST ONLY                   1         Y                          65000          762
        4324632         P AND I                         1         N                              0          652
        4325097         INTEREST ONLY                   1         Y                           5994          759
        4325198         INTEREST ONLY                   1         N                              0          688
        4325839         INTEREST ONLY                   1         N                              0          752
        4326800         INTEREST ONLY                   1         N                              0          666
        4327160         INTEREST ONLY                   1         Y                        78697.5          724
        4327166         P AND I                         1         Y                          78400          809
        4327207         INTEREST ONLY                   1         N                              0          750
        4327507         INTEREST ONLY                   1         N                              0          799
        4327888         INTEREST ONLY                   1         Y                          63872          762
        4328830         INTEREST ONLY                   1         N                              0          760
        4329457         INTEREST ONLY                   1         N                              0          660
        4329536         INTEREST ONLY                   1         N                              0          711
        4348482         INTEREST ONLY                   1         Y                          42200          712
        4349261         INTEREST ONLY                   1         N                              0          776
        4349324         INTEREST ONLY                   1         N                              0          683
        4350623         INTEREST ONLY                   1         Y                          64000          779
        4350746         INTEREST ONLY                   1         N                              0          766
        4351457         INTEREST ONLY                   1         N                              0          706
        4351570         P AND I                         1         Y                          44200          718
        4351762         INTEREST ONLY                   1         N                              0          734
        4351979         INTEREST ONLY                   1         N                              0          666
        4353753         INTEREST ONLY                   1         N                              0          718
        4354320         INTEREST ONLY                   1         N                              0          734
        4357178         INTEREST ONLY                   1         N                              0          711
        4357197         INTEREST ONLY                   1         N                              0          751
        4357221         INTEREST ONLY                   1         Y                          57800          686
        4357235         INTEREST ONLY                   1         N                              0          796
        4357520         INTEREST ONLY                   1         N                              0          705
        4358016         INTEREST ONLY                   1         Y                         199940          739
        4359110         INTEREST ONLY                   1         Y                        20002.5          694
        4359464         INTEREST ONLY                   1         Y                         109500          800
        4359622         INTEREST ONLY                   1         N                              0          735
        4359708         INTEREST ONLY                   1         Y                         199950          703
        4360116         INTEREST ONLY                   1         Y                          77800          712
        4360396         INTEREST ONLY                   1         Y                          71000          730
        4361488         INTEREST ONLY                   1         N                              0          754
        4361692         INTEREST ONLY                   1         N                              0          727
        4361851         INTEREST ONLY                   1         Y                         170000          735
        4312626         INTEREST ONLY                   1         N                              0          679
        4180295         INTEREST ONLY                   1         N                              0          797
        4204044         INTEREST ONLY                   1         Y                       44562.15          725
        4204275         INTEREST ONLY                   1         Y                       30843.82          702
        4206688         INTEREST ONLY                   1         Y                          58400          744
        4207595         P AND I                         1         N                              0          781
        4212147         INTEREST ONLY                   1         N                              0          775
        4212642         INTEREST ONLY                   1         Y                          35100          734
        4214289         P AND I                         1         Y                      149986.68          781
        4216396         P AND I                         1         Y                          64000          693
        4217222         INTEREST ONLY                   1         Y                          84980          738
        4222760         INTEREST ONLY                   1         N                              0          705
        4234412         P AND I                         1         N                              0          800
        4234667         INTEREST ONLY                   1         Y                          46160          807
        4238300         INTEREST ONLY                   1         N                              0          810
        4239339         INTEREST ONLY                   1         N                              0          724
        4242786         INTEREST ONLY                   1         Y                       10595.54          781
        4245102         P AND I                         1         Y                         150030          647
        4245396         INTEREST ONLY                   1         Y                          57588          726
        4248127         INTEREST ONLY                   1         Y                       34505.85          782
        4248203         INTEREST ONLY                   1         Y                          30600          738
        4248387         INTEREST ONLY                   1         Y                          34608          677
        4254844         INTEREST ONLY                   1         Y                       49980.96          754
        4254960         INTEREST ONLY                   1         Y                       33736.23          754
        4256769         INTEREST ONLY                   1         N                              0          685
        4259006         INTEREST ONLY                   1         N                              0          715
        4298530         P AND I                         1         Y                          22000          757
        4299726         INTEREST ONLY                   1         N                              0          718
        4299863         INTEREST ONLY                   1         N                              0          721
        4300885         INTEREST ONLY                   1         N                              0          742
        4300903         INTEREST ONLY                   1         N                              0          710
        4301290         INTEREST ONLY                   1         N                              0          728
        4301349         INTEREST ONLY                   1         N                              0          757
        4303960         INTEREST ONLY                   1         Y                          92980          709
        4304756         INTEREST ONLY                   1         Y                       47439.71          768
        4305383         INTEREST ONLY                   1         N                              0          794
        4305663         INTEREST ONLY                   1         Y                          60000          766
        4306008         INTEREST ONLY                   1         N                              0          804
        4306054         INTEREST ONLY                   1         N                              0          781
        4306106         INTEREST ONLY                   1         Y                          35550          681
        4306348         INTEREST ONLY                   1         Y                          19822          706
        4306716         INTEREST ONLY                   1         Y                        67143.9          648
        4306738         INTEREST ONLY                   1         Y                          70453          758
        4307446         INTEREST ONLY                   1         Y                         108200          807
        4308791         INTEREST ONLY                   1         Y                          47280          715
        4311401         INTEREST ONLY                   1         N                              0          686
        4311902         INTEREST ONLY                   1         Y                        77422.5          760
        4312340         INTEREST ONLY                   1         N                              0          733
        4312699         INTEREST ONLY                   1         N                              0          775
        4312713         P AND I                         1         N                              0          803
        4312731         INTEREST ONLY                   1         Y                       28299.67          655
        4313430         INTEREST ONLY                   1         N                              0          702
        4314315         INTEREST ONLY                   1         Y                          70267          697
        4314822         INTEREST ONLY                   1         Y                      120959.69          680
        4315074         INTEREST ONLY                   1         N                              0          782
        4315225         INTEREST ONLY                   1         Y                       59950.01          776
        4316787         INTEREST ONLY                   1         N                              0          697
        4316812         INTEREST ONLY                   1         N                              0          662
        4316864         INTEREST ONLY                   1         Y                        25012.5          745
        4317398         INTEREST ONLY                   1         Y                          24400          691
        4317468         INTEREST ONLY                   1         N                              0          800
        4319021         INTEREST ONLY                   1         N                              0          720
        4319027         INTEREST ONLY                   1         Y                          48000          738
        4319627         INTEREST ONLY                   1         Y                          41013          671
        4319660         INTEREST ONLY                   1         Y                          80000          718
        4319880         INTEREST ONLY                   1         N                              0          745
        4320079         INTEREST ONLY                   1         Y                          42000          779
        4320269         INTEREST ONLY                   1         N                              0          695
        4320971         INTEREST ONLY                   1         Y                          78000          763
        4321403         INTEREST ONLY                   1         N                              0          649
        4321885         INTEREST ONLY                   1         N                              0          733
        4322029         INTEREST ONLY                   1         N                              0          686
        4332808         INTEREST ONLY                   1         Y                          22954          717
        4332863         INTEREST ONLY                   1         N                              0          679
        4334684         INTEREST ONLY                   1         N                              0          700
        4334749         INTEREST ONLY                   1         Y                        24351.2          717
        4334769         INTEREST ONLY                   1         Y                          25180          752
        4335039         P AND I                         1         N                              0          709
        4335197         INTEREST ONLY                   1         N                              0          711
        4336330         INTEREST ONLY                   1         Y                          67000          746
        4337001         P AND I                         1         N                              0          740
        4337208         INTEREST ONLY                   1         N                              0          719
        4337511         INTEREST ONLY                   1         N                              0          757
        4337704         P AND I                         1         N                              0          768
        4337778         INTEREST ONLY                   1         Y                          84200          695
        4337833         INTEREST ONLY                   1         Y                         119800          758
        4337843         INTEREST ONLY                   1         Y                          52200          760
        4337998         INTEREST ONLY                   1         Y                         127674          757
        4340216         INTEREST ONLY                   1         N                              0          768
        4340415         INTEREST ONLY                   1         Y                          43200          678
        4340538         INTEREST ONLY                   1         Y                        86028.8          724
        4340574         INTEREST ONLY                   1         N                              0          674
        4340858         INTEREST ONLY                   1         N                              0          734
        4342593         INTEREST ONLY                   1         N                              0          700
        4342605         INTEREST ONLY                   1         Y                       37616.25          762
        4355496         INTEREST ONLY                   1         Y                          27200          730
        4356489         INTEREST ONLY                   1         N                              0          726
        4356647         INTEREST ONLY                   1         N                              0          749
        4357336         P AND I                         1         Y                        42314.8          794
        4358738         INTEREST ONLY                   1         N                              0          641
        4359358         INTEREST ONLY                   1         Y                          71800          696
        4360475         INTEREST ONLY                   1         Y                        31001.6          684
        4360849         INTEREST ONLY                   1         Y                          47980          761
        4361322         INTEREST ONLY                   1         N                              0          800
        4361657         INTEREST ONLY                   1         N                              0          683
        4361809         P AND I                         1         N                              0          762
        4361826         INTEREST ONLY                   1         Y                       37404.18          709
        4362355         INTEREST ONLY                   1         Y                          62500          721
        4363202         INTEREST ONLY                   1         N                              0          772
        4363475         INTEREST ONLY                   1         N                              0          703
        4364369         INTEREST ONLY                   1         N                              0          709
        4364420         INTEREST ONLY                   1         Y                          78489          754
        4365027         INTEREST ONLY                   1         Y                       36083.88          744
        4365489         INTEREST ONLY                   1         Y                      154902.51          748
        4366066         INTEREST ONLY                   1         Y                          53600          677
        4366090         INTEREST ONLY                   1         Y                         150000          740
        4366727         INTEREST ONLY                   1         Y                          45000          673
        4366847         INTEREST ONLY                   1         N                              0          700
        4366872         INTEREST ONLY                   1         N                              0          694
        4116652         INTEREST ONLY                   1         N                              0          698
        4124592         INTEREST ONLY                   1         N                              0          762
        4125178         INTEREST ONLY                   1         N                              0          753
        4127494         INTEREST ONLY                   1         Y                        52386.6          717
        4130913         INTEREST ONLY                   1         Y                       56687.75          754
        4135018         INTEREST ONLY                   1         Y                        75359.8          720
        4164971         P AND I                         1         Y                          36000          713
        4206922         INTEREST ONLY                   1         N                              0          791
        4207873         INTEREST ONLY                   1         N                              0          774
        4215781         INTEREST ONLY                   1         Y                          43990          699
        4225094         INTEREST ONLY                   1         N                              0          699
        4227513         INTEREST ONLY                   1         N                              0          678
        4240284         INTEREST ONLY                   1         N                              0          736
        4242437         P AND I                         1         N                              0          759
        4244772         INTEREST ONLY                   1         Y                          69800          728
        4245632         INTEREST ONLY                   1         N                              0          755
        4252424         INTEREST ONLY                   1         Y                       23931.04          760
        4253254         INTEREST ONLY                   1         N                              0          761
        4267370         P AND I                         1         Y                       58984.47          742
        4267936         INTEREST ONLY                   1         N                              0          717
        4269982         INTEREST ONLY                   1         N                              0          686
        4270393         INTEREST ONLY                   1         N                              0          767
        4270402         INTEREST ONLY                   1         N                              0          683
        4270404         INTEREST ONLY                   1         Y                          27800          766
        4298547         INTEREST ONLY                   1         Y                          90000          770
        4298703         INTEREST ONLY                   1         Y                          40392          695
        4298727         P AND I                         1         N                              0          788
        4300030         INTEREST ONLY                   1         N                              0          783
        4300254         P AND I                         1         N                              0          726
        4300357         INTEREST ONLY                   1         N                              0          699
        4300421         INTEREST ONLY                   1         N                              0          718
        4300739         INTEREST ONLY                   1         N                              0          669
        4301068         INTEREST ONLY                   1         Y                        43451.6          739
        4301416         INTEREST ONLY                   1         Y                          24750          644
        4301439         INTEREST ONLY                   1         Y                       40014.43          762
        4301510         INTEREST ONLY                   1         N                              0          745
        4303215         INTEREST ONLY                   1         N                              0          712
        4303247         P AND I                         1         N                              0          772
        4303673         INTEREST ONLY                   1         N                              0          786
        4304022         INTEREST ONLY                   1         N                              0          800
        4304036         INTEREST ONLY                   1         N                              0          800
        4304043         INTEREST ONLY                   1         Y                          68200          726
        4304064         INTEREST ONLY                   1         N                              0          800
        4304065         INTEREST ONLY                   1         N                              0          800
        4304600         INTEREST ONLY                   1         Y                          97200          785
        4305480         INTEREST ONLY                   1         Y                          60500          694
        4305696         INTEREST ONLY                   1         N                              0          674
        4305954         P AND I                         1         Y                       15742.63          748
        4306131         INTEREST ONLY                   1         N                              0          643
        4329720         INTEREST ONLY                   1         N                              0          795
        4329845         INTEREST ONLY                   1         N                              0          740
        4330103         P AND I                         1         Y                        29540.8          740
        4332073         INTEREST ONLY                   1         Y                       41053.38          703
        4332109         INTEREST ONLY                   1         N                              0          784
        4335237         INTEREST ONLY                   1         N                              0          668
        4336417         INTEREST ONLY                   1         Y                          87602          716
        4336733         INTEREST ONLY                   1         N                              0          672
        4339234         INTEREST ONLY                   1         Y                        17746.6          770
        4339440         INTEREST ONLY                   1         N                              0          753
        4339541         INTEREST ONLY                   1         N                              0          734
        4340160         INTEREST ONLY                   1         Y                       138927.6          670
        4340405         P AND I                         1         N                              0          703
        4340473         INTEREST ONLY                   1         N                              0          743
        4340903         INTEREST ONLY                   1         Y                          29780          682
        4341000         INTEREST ONLY                   1         N                              0          703
        4342312         INTEREST ONLY                   1         N                              0          722
        4342445         INTEREST ONLY                   1         Y                         121000          698
        4344252         INTEREST ONLY                   1         N                              0          748
        4345681         INTEREST ONLY                   1         Y                         199980          700
        4345765         INTEREST ONLY                   1         Y                        59998.5          699
        4345785         INTEREST ONLY                   1         N                              0          761
        4345863         INTEREST ONLY                   1         Y                        51655.8          799
        4346482         INTEREST ONLY                   1         N                              0          688
        4346597         INTEREST ONLY                   1         N                              0          799
        4335006         P AND I                         1         N                              0          696
        4335198         INTEREST ONLY                   1         N                              0          723
        4335314         INTEREST ONLY                   1         Y                        39915.6          740
        4335334         P AND I                         1         N                              0          721
        4335554         INTEREST ONLY                   1         N                              0          758
        4335728         INTEREST ONLY                   1         N                              0          758
        4335763         INTEREST ONLY                   1         Y                         114800          754
        4336512         INTEREST ONLY                   1         N                              0          753
        4336841         INTEREST ONLY                   1         N                              0          712
        4336855         INTEREST ONLY                   1         Y                         141980          767
        4337192         P AND I                         1         Y                          57000          669
        4337317         INTEREST ONLY                   1         Y                          67800          694
        4337604         P AND I                         1         Y                          16000          703
        4337634         INTEREST ONLY                   1         N                              0          649
        4337685         P AND I                         1         N                              0          786
        4337712         INTEREST ONLY                   1         Y                       46496.05          777
        4337817         INTEREST ONLY                   1         N                              0          707
        4337895         P AND I                         1         Y                          32800          748
        4337935         P AND I                         1         Y                          22000          790
        4337961         INTEREST ONLY                   1         Y                          69928          753
        4339887         INTEREST ONLY                   1         N                              0          722
        4340053         P AND I                         1         N                              0          741
        4340179         INTEREST ONLY                   1         N                              0          657
        4340182         INTEREST ONLY                   1         N                              0          740
        4316166         INTEREST ONLY                   1         N                              0          747
        4316762         INTEREST ONLY                   1         N                              0          676
        4317061         P AND I                         1         N                              0          705
        4318116         INTEREST ONLY                   1         N                              0          706
        4318470         INTEREST ONLY                   1         Y                        79480.4          734
        4319057         INTEREST ONLY                   1         N                              0          767
        4319365         P AND I                         1         N                              0          683
        4319629         P AND I                         1         N                              0          723
        4319631         INTEREST ONLY                   1         N                              0          702
        4319640         INTEREST ONLY                   1         N                              0          759
        4320055         P AND I                         1         N                              0          773
        4320395         INTEREST ONLY                   1         N                              0          723
        4320583         INTEREST ONLY                   1         N                              0          686
        4321420         INTEREST ONLY                   1         N                              0          705
        4321803         INTEREST ONLY                   1         N                              0          698
        4321914         INTEREST ONLY                   1         N                              0          750
        4322318         P AND I                         1         N                              0          743
        4322510         INTEREST ONLY                   1         Y                        24998.4          739
        4322617         INTEREST ONLY                   1         N                              0          723
        4322727         INTEREST ONLY                   1         N                              0          730
        4324812         INTEREST ONLY                   1         Y                          65600          666
        4324840         INTEREST ONLY                   1         N                              0          784
        4324956         INTEREST ONLY                   1         N                              0          759
        4325080         P AND I                         1         Y                          90000          703
        4325124         P AND I                         1         N                              0          715
        4357922         INTEREST ONLY                   1         N                              0          777
        4359468         INTEREST ONLY                   1         N                              0          767
        4362275         INTEREST ONLY                   1         N                              0          775
        4362650         P AND I                         1         Y                        39902.6          692
        4362730         INTEREST ONLY                   1         N                              0          706
        4363243         INTEREST ONLY                   1         N                              0          679
        4364042         INTEREST ONLY                   1         N                              0          794
        4364174         INTEREST ONLY                   1         N                              0          709
        4364774         P AND I                         1         Y                          60010          679
        4364802         INTEREST ONLY                   1         Y                        30139.6          734
        4365999         INTEREST ONLY                   1         N                              0          665
        4367866         INTEREST ONLY                   1         N                              0          658
        4367941         INTEREST ONLY                   1         Y                          91800          734
        4368352         INTEREST ONLY                   1         N                              0          703
        4372073         INTEREST ONLY                   1         N                              0          719
        4372306         INTEREST ONLY                   1         Y                          52800          753
        4373914         INTEREST ONLY                   1         Y                          65000          667
        4374026         INTEREST ONLY                   1         Y                          78980          777
        4374225         INTEREST ONLY                   1         Y                          75033          770
        4374278         INTEREST ONLY                   1         N                              0          714
        4379263         INTEREST ONLY                   1         N                              0          697
        4379665         INTEREST ONLY                   1         Y                          55800          788
        4380505         INTEREST ONLY                   1         Y                       19998.68          708
        4382495         INTEREST ONLY                   1         N                              0          769
        3780349         P AND I                         1         Y                       49665.78          730
        3892202         INTEREST ONLY                   1         Y                        24689.1          729
        4270121         INTEREST ONLY                   1         N                              0          758
        4272339         INTEREST ONLY                   1         N                              0          719
        4272623         INTEREST ONLY                   1         Y                          39800          752
        4283441         INTEREST ONLY                   1         Y                          87000          743
        4285071         P AND I                         1         N                              0          750
        4286813         INTEREST ONLY                   1         N                              0          683
        4290127         INTEREST ONLY                   1         N                              0          754
        4292983         INTEREST ONLY                   1         N                              0          798
        4295276         INTEREST ONLY                   1         Y                         134010          791
        4295745         INTEREST ONLY                   1         Y                          22500          736
        4298598         INTEREST ONLY                   1         Y                          89800          732
        4298725         INTEREST ONLY                   1         Y                          47250          795
        4299014         P AND I                         1         N                              0          681
        4299601         P AND I                         1         Y                          24950          754
        4300692         INTEREST ONLY                   1         N                              0          701
        4301468         INTEREST ONLY                   1         N                              0          705
        4304097         P AND I                         1         Y                          77503          712
        4305706         INTEREST ONLY                   1         Y                          30400          785
        4306549         INTEREST ONLY                   1         N                              0          694
        4306629         INTEREST ONLY                   1         N                              0          717
        4307695         INTEREST ONLY                   1         N                              0          760
        4309319         INTEREST ONLY                   1         Y                          26730          785
        4311800         P AND I                         1         Y                        59990.3          744
        4362635         INTEREST ONLY                   1         N                              0          663
        4363305         INTEREST ONLY                   1         N                              0          799
        4363496         P AND I                         1         N                              0          690
        4364813         INTEREST ONLY                   1         N                              0          766
        4365495         P AND I                         1         N                              0          705
        4366075         INTEREST ONLY                   1         Y                          75800          740
        4366078         INTEREST ONLY                   1         N                              0          738
        4366712         INTEREST ONLY                   1         N                              0          786
        4369441         INTEREST ONLY                   1         N                              0          694
        4370689         INTEREST ONLY                   1         N                              0          720
        4372344         P AND I                         1         N                              0          681
        4375095         INTEREST ONLY                   1         N                              0          744
        4379415         INTEREST ONLY                   1         N                              0          641
        4393375         P AND I                         1         N                              0          766
        4346757         INTEREST ONLY                   1         N                              0          694
        3378916         INTEREST ONLY                   1         Y                          40050          758
        3380458         P AND I                         1         Y                       38995.85          658
        3780612         INTEREST ONLY                   1         N                              0          680
        3788555         INTEREST ONLY                   1         Y                       41567.55          785
        3848934         INTEREST ONLY                   1         Y                        75421.6          777
        3852428         INTEREST ONLY                   1         N                              0          773
        3875086         INTEREST ONLY                   1         N                              0          752
        3904217         INTEREST ONLY                   1         N                              0          697
        3944750         INTEREST ONLY                   1         N                              0          795
        3960050         P AND I                         1         N                              0          774
        3967396         INTEREST ONLY                   1         Y                        60581.6          775
        3967745         INTEREST ONLY                   1         N                              0          708
        3984396         INTEREST ONLY                   1         Y                        77573.2          731
        4015299         P AND I                         1         Y                        25362.7          783
        4030705         INTEREST ONLY                   1         Y                          63590          728
        4040133         INTEREST ONLY                   1         Y                        39553.5          773
        4045678         INTEREST ONLY                   1         N                              0          687
        4086360         INTEREST ONLY                   1         Y                       24297.71          770
        4089572         INTEREST ONLY                   1         Y                          50610          783
        4101064         P AND I                         1         Y                       31895.94          784
        4113493         P AND I                         1         N                              0          719
        4128801         INTEREST ONLY                   1         Y                       64715.22          742
       88088679         INTEREST ONLY                   1         N                              0          705
       88089883         INTEREST ONLY                   1         Y                          90000          728
       88092556         INTEREST ONLY                   1         Y                         100000          692
       88094149         INTEREST ONLY                   1         Y                          79000          730
       88098033         INTEREST ONLY                   1         Y                          85000          723
       88099841         INTEREST ONLY                   1         Y                          42600          712
       88102439         INTEREST ONLY                   1         Y                          75000          702
       88106455         INTEREST ONLY                   1         Y                         115500          705
       88107206         INTEREST ONLY                   1         Y                          29000          666
       88109285         INTEREST ONLY                   1         Y                         148000          734
       88109301         INTEREST ONLY                   1         Y                          40000          707
       88109319         INTEREST ONLY                   1         Y                          82700          708
       88109681         INTEREST ONLY                   1         Y                         152000          742
       88110663         INTEREST ONLY                   1         N                              0          737
       88111406         INTEREST ONLY                   1         Y                          34800          689
       88111711         INTEREST ONLY                   1         Y                          76200          712
       88112321         INTEREST ONLY                   1         Y                          44500          679
       88113063         INTEREST ONLY                   1         Y                          81700          764
       88116025         INTEREST ONLY                   1         Y                          37500          751
       88117833         INTEREST ONLY                   1         Y                          98100          757
       88118104         INTEREST ONLY                   1         Y                          34000          742
       88122569         INTEREST ONLY                   1         Y                          85000          682
       88131412         INTEREST ONLY                   1         Y                         117000          728
       88134986         INTEREST ONLY                   1         Y                         105400          770
       88136502         INTEREST ONLY                   1         Y                          58900          685
       88138045         P AND I                         1         Y                          37800          713
       88138284         INTEREST ONLY                   1         Y                          64800          732
       88139969         INTEREST ONLY                   1         Y                          86000          724
       88140876         INTEREST ONLY                   1         Y                          75000          707
       88145289         INTEREST ONLY                   1         Y                          27400          665
       88146469         INTEREST ONLY                   1         Y                         102400          745
       88166608         INTEREST ONLY                   1         Y                          80000          713
       88170477         INTEREST ONLY                   1         Y                         149800          790
       88174685         P AND I                         1         Y                          45000          747
       88181573         INTEREST ONLY                   1         Y                         106000          709
      201587607         INTEREST ONLY                   1         Y                          49750          739
      202388245         INTEREST ONLY                   1         Y                         127000          709
      202455648         INTEREST ONLY                   1         N                              0          754
      202507117         INTEREST ONLY                   1         Y                          35400          690
      202517009         INTEREST ONLY                   1         Y                          78000          741
      202546024         INTEREST ONLY                   1         Y                          30000          681
      202547394         INTEREST ONLY                   1         Y                         117500          687
      202551305         INTEREST ONLY                   1         Y                          29500          644
      202560991         INTEREST ONLY                   1         Y                          42000          693
      202575676         P AND I                         1         Y                          42000          706
      202576872         INTEREST ONLY                   1         Y                          78000          682
      202577235         INTEREST ONLY                   1         Y                         101300          701
      202577854         INTEREST ONLY                   1         N                              0          684
      202579124         INTEREST ONLY                   1         Y                          59800          747
      202579157         INTEREST ONLY                   1         Y                          44200          718
      202580874         INTEREST ONLY                   1         Y                         101000          763
      202581435         INTEREST ONLY                   1         Y                          65500          703
      202591764         INTEREST ONLY                   1         Y                         134129          762
      202594982         INTEREST ONLY                   1         Y                          35000          733
      202596136         INTEREST ONLY                   1         Y                          89800          747
      202597357         INTEREST ONLY                   1         N                              0          707
      202600524         INTEREST ONLY                   1         Y                         170000          777
      202602165         INTEREST ONLY                   1         Y                          37000          722
      202602173         INTEREST ONLY                   1         Y                          87000          688
      202602454         INTEREST ONLY                   1         Y                         188500          747
      202610820         INTEREST ONLY                   1         Y                          48000          703
      202613881         INTEREST ONLY                   1         Y                         267000          772
      202620340         INTEREST ONLY                   1         Y                          18500          745
      202624987         INTEREST ONLY                   1         Y                          72000          685
      700151020         INTEREST ONLY                   1         Y                          32000          734
        4264966         P AND I                         1         N                              0          777
        4266251         INTEREST ONLY                   1         N                              0          810
        4270017         INTEREST ONLY                   1         N                              0          777
        4270293         INTEREST ONLY                   1         Y                          48630          702
        4271962         INTEREST ONLY                   1         N                              0          705
        4275706         INTEREST ONLY                   1         N                              0          665
        4277702         INTEREST ONLY                   1         Y                          11952          744
        4278798         P AND I                         1         N                              0          727
        4281416         P AND I                         1         Y                          43980          766
        4281486         INTEREST ONLY                   1         N                              0          777
        4284278         INTEREST ONLY                   1         N                              0          763
        4284303         INTEREST ONLY                   1         Y                       40709.25          756
        4284808         INTEREST ONLY                   1         Y                        62336.4          772
        4289396         INTEREST ONLY                   1         N                              0          674
        4292223         INTEREST ONLY                   1         N                              0          717
        4293192         INTEREST ONLY                   1         N                              0          654
        4294248         INTEREST ONLY                   1         Y                          27600          719
        4295109         INTEREST ONLY                   1         N                              0          748
        4297049         INTEREST ONLY                   1         Y                          81495          717
        4297900         INTEREST ONLY                   1         Y                       48341.61          771
        4298339         INTEREST ONLY                   1         Y                        70429.5          713
        4298396         INTEREST ONLY                   1         Y                          31003          781
        4322104         INTEREST ONLY                   1         N                              0          721
        4323209         P AND I                         1         Y                          67000          725
        4324481         INTEREST ONLY                   1         N                              0          669
        4325027         INTEREST ONLY                   1         Y                          82992          670
        4325091         INTEREST ONLY                   1         N                              0          791
        4325110         INTEREST ONLY                   1         Y                          25000          654
        4325211         INTEREST ONLY                   1         N                              0          737
        4325289         INTEREST ONLY                   1         Y                        98752.5          736
        4325473         P AND I                         1         N                              0          732
        4326915         INTEREST ONLY                   1         N                              0          699
        4327483         INTEREST ONLY                   1         Y                          82119          676
        4327681         P AND I                         1         N                              0          678
        4327776         INTEREST ONLY                   1         N                              0          732
        4329318         INTEREST ONLY                   1         N                              0          767
        4329568         INTEREST ONLY                   1         N                              0          721
        4330149         P AND I                         1         N                              0          703
        4330924         INTEREST ONLY                   1         Y                         130000          739
        4331742         INTEREST ONLY                   1         Y                        16749.6          735
        4332152         INTEREST ONLY                   1         N                              0          765
        4332301         INTEREST ONLY                   1         N                              0          739
        4332302         INTEREST ONLY                   1         N                              0          739
        4332319         INTEREST ONLY                   1         N                              0          763
        4332363         INTEREST ONLY                   1         N                              0          742
        4332784         INTEREST ONLY                   1         N                              0          687
        4345463         INTEREST ONLY                   1         Y                          69000          755
        4345605         INTEREST ONLY                   1         Y                          57000          778
        4345624         INTEREST ONLY                   1         N                              0          712
        4348574         INTEREST ONLY                   1         Y                        41792.4          740
        4348751         P AND I                         1         N                              0          772
        4349180         INTEREST ONLY                   1         Y                       41948.01          728
        4349306         P AND I                         1         N                              0          747
        4349683         INTEREST ONLY                   1         N                              0          767
        4351352         INTEREST ONLY                   1         N                              0          751
        4351358         P AND I                         1         Y                         149988          783
        4351383         INTEREST ONLY                   1         Y                          63000          780
        4351448         INTEREST ONLY                   1         Y                       74935.01          731
        4351563         INTEREST ONLY                   1         Y                        72634.7          709
        4351677         INTEREST ONLY                   1         N                              0          707
        4351990         INTEREST ONLY                   1         N                              0          755
        4351998         INTEREST ONLY                   1         N                              0          722
        4352115         INTEREST ONLY                   1         N                              0          748
        4353775         INTEREST ONLY                   1         N                              0          663
        4353864         INTEREST ONLY                   1         N                              0          770
        4353925         INTEREST ONLY                   1         Y                          64080          751
        4354056         INTEREST ONLY                   1         N                              0          751
        4354238         INTEREST ONLY                   1         N                              0          775
        4354426         INTEREST ONLY                   1         N                              0          711
        4366876         INTEREST ONLY                   1         N                              0          694
        4367095         INTEREST ONLY                   1         Y                          67900          729
        4369579         INTEREST ONLY                   1         N                              0          727
        4369884         INTEREST ONLY                   1         Y                          78000          755
        4370678         INTEREST ONLY                   1         Y                         139000          750
        4370705         INTEREST ONLY                   1         Y                          60200          769
        4372513         INTEREST ONLY                   1         Y                       97531.21          759
        4373532         INTEREST ONLY                   1         Y                         145000          704
        4373766         INTEREST ONLY                   1         N                              0          766
        4377185         INTEREST ONLY                   1         N                              0          749
        4379990         INTEREST ONLY                   1         Y                          33900          768
        4380912         INTEREST ONLY                   1         Y                          15200          764
        4381323         INTEREST ONLY                   1         N                              0          805
        1777876         INTEREST ONLY                   1         N                              0          783
        3196793         INTEREST ONLY                   1         N                              0          735
        3379634         INTEREST ONLY                   1         N                              0          709
        3607884         P AND I                         1         Y                        19810.3          757
        3701016         P AND I                         1         N                              0          753
        3933062         INTEREST ONLY                   1         N                              0          770
        4067576         INTEREST ONLY                   1         Y                         150054          723
        4076505         INTEREST ONLY                   1         N                              0          743
        4096027         P AND I                         1         N                              0          679
        4098127         INTEREST ONLY                   1         N                              0          745
        4273036         INTEREST ONLY                   1         Y                         150021          715
        4273111         INTEREST ONLY                   1         N                              0          706
        4274756         INTEREST ONLY                   1         Y                         149994          778
        4275769         INTEREST ONLY                   1         N                              0          792
        4276267         INTEREST ONLY                   1         Y                          34000          793
        4278607         INTEREST ONLY                   1         N                              0          713
        4278825         INTEREST ONLY                   1         N                              0          706
        4279270         INTEREST ONLY                   1         N                              0          718
        4281398         INTEREST ONLY                   1         Y                          37600          750
        4281449         INTEREST ONLY                   1         Y                          77000          768
        4285539         INTEREST ONLY                   1         N                              0          763
        4285604         INTEREST ONLY                   1         N                              0          708
        4286545         INTEREST ONLY                   1         N                              0          786
        4287187         INTEREST ONLY                   1         N                              0          703
        4289964         P AND I                         1         N                              0          744
        4290442         INTEREST ONLY                   1         Y                          59400          698
        4292468         INTEREST ONLY                   1         Y                          36000          770
        4295245         P AND I                         1         N                              0          739
        4295523         P AND I                         1         Y                          25001          780
        4295748         P AND I                         1         Y                          18000          737
        4295856         INTEREST ONLY                   1         N                              0          748
        4297656         INTEREST ONLY                   1         N                              0          761
        4298005         INTEREST ONLY                   1         N                              0          729
        4306150         INTEREST ONLY                   1         N                              0          780
        4306480         INTEREST ONLY                   1         Y                          77250          701
        4306537         INTEREST ONLY                   1         N                              0          758
        4306563         INTEREST ONLY                   1         N                              0          749
        4306567         INTEREST ONLY                   1         N                              0          749
        4306569         INTEREST ONLY                   1         N                              0          749
        4306665         INTEREST ONLY                   1         N                              0          784
        4306837         INTEREST ONLY                   1         N                              0          673
        4307431         P AND I                         1         N                              0          711
        4308523         INTEREST ONLY                   1         N                              0          773
        4308590         INTEREST ONLY                   1         N                              0          751
        4309508         P AND I                         1         N                              0          688
        4310495         INTEREST ONLY                   1         N                              0          687
        4310602         INTEREST ONLY                   1         N                              0          748
        4310718         INTEREST ONLY                   1         N                              0          676
        4310791         INTEREST ONLY                   1         N                              0          675
        4311449         INTEREST ONLY                   1         Y                          36100          665
        4311546         INTEREST ONLY                   1         N                              0          718
        4311622         INTEREST ONLY                   1         N                              0          712
        4311707         INTEREST ONLY                   1         Y                       49955.01          685
        4311753         INTEREST ONLY                   1         Y                       56691.64          704
        4312091         INTEREST ONLY                   1         N                              0          689
        4312745         INTEREST ONLY                   1         N                              0          711
        4312761         INTEREST ONLY                   1         Y                           5004          792
        4312805         INTEREST ONLY                   1         N                              0          713
        4314280         INTEREST ONLY                   1         Y                          88350          717
        4314785         INTEREST ONLY                   1         N                              0          757
        4325150         INTEREST ONLY                   1         N                              0          783
        4340863         INTEREST ONLY                   1         Y                         108000          735
        4030169         INTEREST ONLY                   1         N                              0          696
        4054542         P AND I                         1         Y                         1991.8          683
        4056816         INTEREST ONLY                   1         Y                       42502.82          687
        4101397         INTEREST ONLY                   1         N                              0          778
        4101436         INTEREST ONLY                   1         N                              0          816
        4109327         P AND I                         1         N                              0          722
        4125374         INTEREST ONLY                   1         Y                       98988.68          713
        4127606         P AND I                         1         N                              0          802
        4154313         INTEREST ONLY                   1         N                              0          731
        4223688         INTEREST ONLY                   1         Y                      149932.01          761
        4236849         INTEREST ONLY                   1         N                              0          697
        4239627         INTEREST ONLY                   1         N                              0          794
        4239666         P AND I                         1         N                              0          713
        4242511         INTEREST ONLY                   1         N                              0          673
        4248246         INTEREST ONLY                   1         N                              0          791
        4253164         INTEREST ONLY                   1         Y                          60003          747
        4254226         INTEREST ONLY                   1         Y                          64944          689
        4256699         INTEREST ONLY                   1         N                              0          786
        4256700         INTEREST ONLY                   1         N                              0          786
        4256753         INTEREST ONLY                   1         Y                          74000          707
        4256907         INTEREST ONLY                   1         N                              0          741
        4265060         INTEREST ONLY                   1         N                              0          666
        4267928         INTEREST ONLY                   1         Y                          22500          736
        4325290         INTEREST ONLY                   1         N                              0          663
        4326348         INTEREST ONLY                   1         N                              0          776
        4326870         INTEREST ONLY                   1         N                              0          760
        4326976         INTEREST ONLY                   1         N                              0          688
        4327060         INTEREST ONLY                   1         Y                          42735          692
        4327260         INTEREST ONLY                   1         Y                      104765.22          770
        4327633         INTEREST ONLY                   1         N                              0          794
        4328251         INTEREST ONLY                   1         Y                         114400          806
        4328401         P AND I                         1         N                              0          665
        4328463         INTEREST ONLY                   1         N                              0          728
        4328570         INTEREST ONLY                   1         Y                         110000          768
        4329151         INTEREST ONLY                   1         Y                          64580          745
        4329823         INTEREST ONLY                   1         Y                        37030.5          784
        4329872         INTEREST ONLY                   1         Y                          44980          771
        4330204         INTEREST ONLY                   1         Y                        48003.5          762
        4331830         INTEREST ONLY                   1         Y                          39800          699
        4332117         INTEREST ONLY                   1         N                              0          768
        4332122         INTEREST ONLY                   1         N                              0          765
        4332499         INTEREST ONLY                   1         N                              0          748
        4332656         INTEREST ONLY                   1         Y                         108750          753
        4332864         INTEREST ONLY                   1         N                              0          662
        4333836         INTEREST ONLY                   1         N                              0          747
        4334571         INTEREST ONLY                   1         Y                       42508.01          752
        4334658         INTEREST ONLY                   1         Y                        29451.5          798
        4334794         P AND I                         1         Y                          35200          688
        4340948         INTEREST ONLY                   1         N                              0          727
        4342652         INTEREST ONLY                   1         N                              0          647
        4344818         INTEREST ONLY                   1         N                              0          650
        4345749         INTEREST ONLY                   1         Y                          54735          737
        4346365         INTEREST ONLY                   1         N                              0          765
        4346543         INTEREST ONLY                   1         N                              0          672
        4346746         INTEREST ONLY                   1         Y                          32590          753
        4347911         P AND I                         1         Y                          60000          665
        4348465         INTEREST ONLY                   1         Y                       80019.99          741
        4348554         INTEREST ONLY                   1         Y                         125001          734
        4349389         P AND I                         1         Y                          45000          763
        4349538         P AND I                         1         Y                          35985          735
        4351240         INTEREST ONLY                   1         Y                       205038.5          696
        4352137         INTEREST ONLY                   1         N                              0          692
        4353132         INTEREST ONLY                   1         Y                          66600          760
        4353296         INTEREST ONLY                   1         N                              0          774
        4353790         INTEREST ONLY                   1         N                              0          671
        4353891         INTEREST ONLY                   1         N                              0          759
        4353945         INTEREST ONLY                   1         N                              0          727
        4354386         INTEREST ONLY                   1         Y                          37000          781
        4354487         INTEREST ONLY                   1         Y                          31500          772
        4355176         INTEREST ONLY                   1         Y                          88800          709
        4355572         INTEREST ONLY                   1         Y                          22000          728
        4356600         INTEREST ONLY                   1         N                              0          652
       23430812         INTEREST ONLY                   1         N                              0          648
       28735546         INTEREST ONLY                   1         N                              0          639
       30267033         P AND I                         1         Y                          33000          751
       30370084         INTEREST ONLY                   1         Y                       53803.15          748
       30484117         INTEREST ONLY                   1         Y                          48951          682
       30505143         INTEREST ONLY                   1         Y                          23000          722
       30623797         INTEREST ONLY                   1         N                              0          735
       30637615         INTEREST ONLY                   1         Y                          40002          652
       30639132         INTEREST ONLY                   1         N                              0          774
       30677264         INTEREST ONLY                   1         N                              0          642
       30677553         INTEREST ONLY                   1         N                              0          700
       30677603         INTEREST ONLY                   1         Y                       112949.8          681
       30677751         P AND I                         1         N                              0          676
       30677769         P AND I                         1         N                              0          676
       30677975         INTEREST ONLY                   1         Y                          27000          722
       30678148         INTEREST ONLY                   1         Y                          65934          761
       30678213         INTEREST ONLY                   1         Y                          49800          742
       30679518         INTEREST ONLY                   1         Y                          24000          732
       30679542         INTEREST ONLY                   1         Y                          77500          713
       30679567         INTEREST ONLY                   1         Y                          36600          714
       30679591         INTEREST ONLY                   1         N                              0          670
       30679799         INTEREST ONLY                   1         N                              0          712
       30680045         INTEREST ONLY                   1         Y                          36700          726
       30680102         INTEREST ONLY                   1         Y                          76100          788
       30680425         INTEREST ONLY                   1         N                              0          684
       30680748         INTEREST ONLY                   1         Y                        75061.5          678
       30680771         INTEREST ONLY                   1         N                              0          702
       30680896         INTEREST ONLY                   1         N                              0          792
       30681134         INTEREST ONLY                   1         N                              0          670
       30681597         INTEREST ONLY                   1         Y                          62000          719
       30681720         INTEREST ONLY                   1         Y                         133000          766
       30646418         INTEREST ONLY                   1         Y                          37000          729
       30647184         INTEREST ONLY                   1         Y                          53980          790
       30648265         INTEREST ONLY                   1         N                              0          681
       30652515         INTEREST ONLY                   1         N                              0          746
       30653273         INTEREST ONLY                   1         N                              0          784
       30655021         P AND I                         1         N                              0          692
       30657266         INTEREST ONLY                   1         N                              0          676
       30657910         INTEREST ONLY                   1         N                              0          705
       30659585         INTEREST ONLY                   1         Y                       28154.07          783
       30659627         INTEREST ONLY                   1         N                              0          669
       30663041         INTEREST ONLY                   1         Y                          17780          682
       30664478         INTEREST ONLY                   1         N                              0          706
       30665129         INTEREST ONLY                   1         N                              0          727
       30648380         INTEREST ONLY                   1         Y                          64000          764
       30666069         INTEREST ONLY                   1         N                              0          756
       30666531         INTEREST ONLY                   1         Y                         121200          693
       30666937         INTEREST ONLY                   1         Y                          60000          740
       30667299         INTEREST ONLY                   1         Y                         122000          693
       30667588         INTEREST ONLY                   1         Y                         149996          711
       30668529         INTEREST ONLY                   1         Y                          68500          715
       30668537         INTEREST ONLY                   1         N                              0          647
       30668685         INTEREST ONLY                   1         N                              0          711
       30668859         INTEREST ONLY                   1         Y                          55980          717
       30669022         INTEREST ONLY                   1         Y                         105000          734
       30669782         INTEREST ONLY                   1         Y                          99800          714
       30670285         INTEREST ONLY                   1         Y                          61800          724
       30670582         INTEREST ONLY                   1         Y                         102400          733
       31797855         P AND I                         1         N                              0          667
       31799000         P AND I                         1         N                              0          727
       31801640         INTEREST ONLY                   1         N                              0          782
       31802317         INTEREST ONLY                   1         Y                          61000          701
       31802564         INTEREST ONLY                   1         Y                          85000          688
       31803679         P AND I                         1         N                              0          732
       31803695         P AND I                         1         N                              0          732
       31804008         INTEREST ONLY                   1         Y                         120000          793
       31804164         INTEREST ONLY                   1         N                              0          664
       31804206         INTEREST ONLY                   1         Y                          81000          683
       31804339         INTEREST ONLY                   1         N                              0          638
       31804958         INTEREST ONLY                   1         Y                          56980          683
       31805849         INTEREST ONLY                   1         N                              0          655
       31805997         INTEREST ONLY                   1         N                              0          710
       31806532         INTEREST ONLY                   1         Y                        53406.1          760
       31808231         INTEREST ONLY                   1         N                              0          739
       31810856         INTEREST ONLY                   1         Y                          76800          720
       31810898         INTEREST ONLY                   1         Y                          78500          792
       31810948         INTEREST ONLY                   1         Y                        27796.5          654
       31810997         INTEREST ONLY                   1         Y                          28200          724
       31811128         P AND I                         1         Y                          63180          700
       31811276         INTEREST ONLY                   1         Y                         146000          707
       31811284         INTEREST ONLY                   1         Y                          89000          768
       30681753         INTEREST ONLY                   1         N                              0          649
       30681977         INTEREST ONLY                   1         Y                        70009.4          737
       30682496         INTEREST ONLY                   1         N                              0          687
       30682835         INTEREST ONLY                   1         N                              0          744
       30682918         INTEREST ONLY                   1         Y                          44000          782
       30683189         INTEREST ONLY                   1         N                              0          700
       30683262         INTEREST ONLY                   1         N                              0          801
       30683973         INTEREST ONLY                   1         Y                          73000          723
       30684062         INTEREST ONLY                   1         Y                         102000          742
       30684104         INTEREST ONLY                   1         N                              0          693
       30684161         INTEREST ONLY                   1         Y                          28200          728
       30684492         INTEREST ONLY                   1         Y                          47250          725
       30684526         INTEREST ONLY                   1         Y                          62830          751
       30684633         INTEREST ONLY                   1         Y                          72000          774
       30684732         INTEREST ONLY                   1         Y                         117000          785
       30684898         INTEREST ONLY                   1         Y                          64980          650
       30684963         INTEREST ONLY                   1         Y                         119550          640
       30685531         INTEREST ONLY                   1         N                              0          774
       30685671         INTEREST ONLY                   1         N                              0          627
       30685713         INTEREST ONLY                   1         Y                          74985          669
       30686091         INTEREST ONLY                   1         N                              0          801
       30686307         INTEREST ONLY                   1         Y                          37580          751
       30686513         P AND I                         1         Y                          40800          761
       30686588         INTEREST ONLY                   1         N                              0          661
       30686661         INTEREST ONLY                   1         Y                          47850          710
       30686844         INTEREST ONLY                   1         N                              0          741
       30686851         INTEREST ONLY                   1         N                              0          787
       30687040         INTEREST ONLY                   1         N                              0          789
       30687578         INTEREST ONLY                   1         Y                          90000          703
       30688121         INTEREST ONLY                   1         N                              0          784
       30688535         INTEREST ONLY                   1         Y                          67400          658
       30688576         INTEREST ONLY                   1         Y                          74250          714
       30688675         INTEREST ONLY                   1         N                              0          735
       30688964         INTEREST ONLY                   1         Y                          37080          715
       30689079         INTEREST ONLY                   1         Y                          56400          778
       30689699         INTEREST ONLY                   1         Y                          97350          728
       30689780         INTEREST ONLY                   1         N                              0          771
       30689806         INTEREST ONLY                   1         N                              0          630
       30690549         INTEREST ONLY                   1         Y                          37400          681
       30690713         INTEREST ONLY                   1         N                              0          751
       30691034         INTEREST ONLY                   1         Y                         141400          784
       30691190         INTEREST ONLY                   1         Y                          44900          733
       30691323         INTEREST ONLY                   1         Y                          62000          738
       30691661         INTEREST ONLY                   1         Y                          56000          719
       30691679         INTEREST ONLY                   1         N                              0          780
       30692321         INTEREST ONLY                   1         N                              0          726
       30692339         P AND I                         1         Y                          33100          702
       30692586         INTEREST ONLY                   1         Y                         131000          685
       30692842         INTEREST ONLY                   1         N                              0          693
       30693428         INTEREST ONLY                   1         Y                       83938.01          732
       30693824         INTEREST ONLY                   1         N                              0          657
       30694392         INTEREST ONLY                   1         N                              0          766
       30695001         INTEREST ONLY                   1         Y                          42980          762
       30695118         INTEREST ONLY                   1         N                              0          763
       30695233         INTEREST ONLY                   1         Y                        71227.5          723
       30695258         INTEREST ONLY                   1         N                              0          689
       30695621         INTEREST ONLY                   1         Y                         120900          752
       30696876         INTEREST ONLY                   1         N                              0          742
       30698096         INTEREST ONLY                   1         Y                          62400          698
       30698211         INTEREST ONLY                   1         Y                          80000          771
       30698997         INTEREST ONLY                   1         Y                          63150          687
       30699243         INTEREST ONLY                   1         N                              0          676
       30699250         P AND I                         1         Y                          25580          743
       30699896         INTEREST ONLY                   1         Y                          39600          682
       30700322         INTEREST ONLY                   1         Y                          38744          661
       30706642         INTEREST ONLY                   1         Y                          62000          686
       30790190         INTEREST ONLY                   1         N                              0          701
       30870588         INTEREST ONLY                   1         Y                        57946.4          725
       30884076         INTEREST ONLY                   1         Y                          44700          685
       30895585         INTEREST ONLY                   1         N                              0          729
       30923130         INTEREST ONLY                   1         N                              0          757
       30928394         P AND I                         1         N                              0          730
       30948558         P AND I                         1         N                              0          722
       30973630         INTEREST ONLY                   1         Y                          48200          708
       30976195         INTEREST ONLY                   1         N                              0          714
       30987903         INTEREST ONLY                   1         Y                          93980          750
       30988976         P AND I                         1         N                              0          693
       30989255         INTEREST ONLY                   1         Y                         102979          751
       30989909         INTEREST ONLY                   1         Y                       100034.8          707
       30991194         P AND I                         1         N                              0          779
       30991921         INTEREST ONLY                   1         Y                          45000          742
       30993166         INTEREST ONLY                   1         N                              0          627
       31057334         P AND I                         1         N                              0          726
       31066038         INTEREST ONLY                   1         Y                       99990.16          718
       31084080         INTEREST ONLY                   1         Y                         140000          748
       31104888         INTEREST ONLY                   1         Y                          53980          731
       31135015         INTEREST ONLY                   1         Y                          73000          711
       31199029         INTEREST ONLY                   1         N                              0          668
       31213564         P AND I                         1         N                              0          777
       31229859         INTEREST ONLY                   1         Y                          59000          712
       31232093         INTEREST ONLY                   1         N                              0          761
       31243322         INTEREST ONLY                   1         N                              0          761
       31275738         P AND I                         1         Y                          86000          704
       31280092         INTEREST ONLY                   1         Y                        19006.8          680
       31292956         INTEREST ONLY                   1         N                              0          631
       31294531         INTEREST ONLY                   1         N                              0          688
       31308620         INTEREST ONLY                   1         N                              0          732
       31309511         P AND I                         1         N                              0          703
       31321169         INTEREST ONLY                   1         Y                          61000          765
       31354111         INTEREST ONLY                   1         Y                        28985.5          767
       31361488         P AND I                         1         N                              0          698
       31365927         P AND I                         1         N                              0          698
       31423403         INTEREST ONLY                   1         Y                          64200          706
       31477128         INTEREST ONLY                   1         N                              0          627
       31486681         INTEREST ONLY                   1         N                              0          780
       31488620         P AND I                         1         N                              0          680
       31500085         P AND I                         1         N                              0          733
       31500879         P AND I                         1         N                              0          660
       31522469         P AND I                         1         N                              0          756
       31525348         INTEREST ONLY                   1         Y                          60540          744
       31527062         INTEREST ONLY                   1         Y                          99071          756
       31527294         P AND I                         1         N                              0          675
       31531940         INTEREST ONLY                   1         N                              0          624
       31534290         INTEREST ONLY                   1         Y                          58408          758
       31536873         INTEREST ONLY                   1         N                              0          632
       31537772         INTEREST ONLY                   1         N                              0          721
       31540271         INTEREST ONLY                   1         N                              0          627
       31540362         INTEREST ONLY                   1         Y                          58995          696
       31540891         INTEREST ONLY                   1         N                              0          819
       31541261         P AND I                         1         N                              0          679
       31542814         INTEREST ONLY                   1         N                              0          705
       31544836         INTEREST ONLY                   1         Y                          85000          702
       31544943         INTEREST ONLY                   1         Y                          69980          682
       31545668         INTEREST ONLY                   1         N                              0          739
       31545999         INTEREST ONLY                   1         N                              0          791
       31556707         INTEREST ONLY                   1         N                              0          657
       31577273         INTEREST ONLY                   1         Y                        37018.5          770
       31580319         INTEREST ONLY                   1         N                              0          691
       31580590         P AND I                         1         N                              0          682
       31586977         INTEREST ONLY                   1         Y                          66900          662
       31591894         INTEREST ONLY                   1         N                              0          661
       31629553         INTEREST ONLY                   1         Y                         100000          657
       31629728         P AND I                         1         Y                       38912.02          772
       31630262         INTEREST ONLY                   1         N                              0          692
       31635246         INTEREST ONLY                   1         Y                          66000          737
       31636483         INTEREST ONLY                   1         N                              0          637
       31636822         INTEREST ONLY                   1         N                              0          667
       31637408         INTEREST ONLY                   1         Y                          99000          736
       31637440         INTEREST ONLY                   1         Y                         139800          777
       31637879         INTEREST ONLY                   1         Y                          59976          736
       31639651         INTEREST ONLY                   1         N                              0          722
       31640519         INTEREST ONLY                   1         N                              0          682
       31640832         P AND I                         1         Y                          28500          706
       31641319         INTEREST ONLY                   1         Y                          89600          710
       31642226         INTEREST ONLY                   1         N                              0          703
       31642853         INTEREST ONLY                   1         N                              0          677
       31642937         INTEREST ONLY                   1         Y                         145000          678
       31642994         INTEREST ONLY                   1         N                              0          681
       31644040         P AND I                         1         N                              0          791
       31649866         INTEREST ONLY                   1         Y                          23600          791
       31654700         INTEREST ONLY                   1         N                              0          685
       31656143         P AND I                         1         N                              0          754
       31668494         P AND I                         1         Y                          24400          703
       31675770         INTEREST ONLY                   1         N                              0          619
       31690753         INTEREST ONLY                   1         Y                          13290          755
       31692890         INTEREST ONLY                   1         N                              0          702
       31695158         INTEREST ONLY                   1         Y                          54690          740
       31699531         INTEREST ONLY                   1         Y                        63264.2          690
       31701931         P AND I                         1         N                              0          811
       31703432         P AND I                         1         N                              0          695
       31705916         INTEREST ONLY                   1         N                              0          688
       31706641         INTEREST ONLY                   1         Y                          36280          736
       31707631         INTEREST ONLY                   1         Y                          34900          676
       31710015         P AND I                         1         N                              0          747
       31724008         INTEREST ONLY                   1         N                              0          710
       31726128         INTEREST ONLY                   1         Y                          33681          715
       31730138         INTEREST ONLY                   1         Y                          49635          743
       31733397         P AND I                         1         N                              0          722
       31737448         INTEREST ONLY                   1         Y                         103000          729
       31740624         P AND I                         1         Y                          41400          717
       31745540         INTEREST ONLY                   1         Y                          63750          766
       31750706         P AND I                         1         Y                          64000          790
       31752827         INTEREST ONLY                   1         N                              0          686
       31756778         INTEREST ONLY                   1         N                              0          741
       31784473         INTEREST ONLY                   1         N                              0          676
       31786213         P AND I                         1         Y                          43800          747
       31786890         P AND I                         1         Y                          42735          734
       31812183         INTEREST ONLY                   1         Y                          38500          734
       31812266         INTEREST ONLY                   1         Y                          63200          770
       31812621         INTEREST ONLY                   1         N                              0          757
       31813140         INTEREST ONLY                   1         Y                          84600          702
       31813603         INTEREST ONLY                   1         Y                          59500          667
       31813900         INTEREST ONLY                   1         Y                          89250          650
       31814668         INTEREST ONLY                   1         N                              0          736
       31814775         INTEREST ONLY                   1         Y                       58921.02          729
       31814932         P AND I                         1         Y                          86250          787
       31815004         INTEREST ONLY                   1         N                              0          777
       31815707         INTEREST ONLY                   1         N                              0          669
       31816846         INTEREST ONLY                   1         Y                          31250          672
       31817786         INTEREST ONLY                   1         N                              0          695
       31817851         P AND I                         1         Y                          54380          728
       31818222         INTEREST ONLY                   1         N                              0          767
       31819121         P AND I                         1         N                              0          700
       31819444         INTEREST ONLY                   1         N                              0          689
       31819956         INTEREST ONLY                   1         Y                          96800          699
       31820160         INTEREST ONLY                   1         Y                         102700          813
       31820236         INTEREST ONLY                   1         Y                          13400          795
       31820285         INTEREST ONLY                   1         N                              0          727
       31820632         INTEREST ONLY                   1         N                              0          640
       31820657         INTEREST ONLY                   1         Y                         132000          740
       31820723         INTEREST ONLY                   1         Y                       151185.8          749
       31820913         INTEREST ONLY                   1         Y                          37000          640
       31822380         INTEREST ONLY                   1         Y                          63750          780
       31822828         INTEREST ONLY                   1         N                              0          667
       31823271         INTEREST ONLY                   1         N                              0          669
       31824089         INTEREST ONLY                   1         N                              0          660
       31826753         INTEREST ONLY                   1         Y                       87492.38          741
       31827355         INTEREST ONLY                   1         Y                          91200          737
       31827744         INTEREST ONLY                   1         N                              0          710
       31828692         INTEREST ONLY                   1         Y                       22931.77          804
       31829591         INTEREST ONLY                   1         Y                          84700          740
       31830383         INTEREST ONLY                   1         N                              0          702
       31830672         INTEREST ONLY                   1         Y                         103500          750
       31830771         INTEREST ONLY                   1         Y                         124992          701
       31830839         INTEREST ONLY                   1         Y                         116000          762
       31831043         INTEREST ONLY                   1         N                              0          698
       31831530         INTEREST ONLY                   1         N                              0          663
       31831647         INTEREST ONLY                   1         N                              0          684
       31831977         INTEREST ONLY                   1         Y                          91800          701
       31833155         INTEREST ONLY                   1         N                              0          636
       31833288         INTEREST ONLY                   1         Y                          69000          725
       31833940         INTEREST ONLY                   1         Y                          99990          654
       31833981         INTEREST ONLY                   1         Y                          78000          696
       31834039         INTEREST ONLY                   1         N                              0          728
       31834203         INTEREST ONLY                   1         Y                          69960          745
       31834526         INTEREST ONLY                   1         Y                         131000          652
       31835358         INTEREST ONLY                   1         N                              0          751
       31835598         INTEREST ONLY                   1         Y                         100500          662
       31835671         INTEREST ONLY                   1         N                              0          759
       31835713         INTEREST ONLY                   1         N                              0          628
       31836539         INTEREST ONLY                   1         Y                          77000          726
       31837073         INTEREST ONLY                   1         Y                          24750          698
       31837164         INTEREST ONLY                   1         Y                          38400          717
       31837248         INTEREST ONLY                   1         N                              0          765
       31837370         INTEREST ONLY                   1         N                              0          683
       31837446         P AND I                         1         Y                           9999          676
       31838345         INTEREST ONLY                   1         Y                          34000          707
       31838808         INTEREST ONLY                   1         N                              0          781
       31838949         INTEREST ONLY                   1         N                              0          757
       31839277         INTEREST ONLY                   1         N                              0          657
       31839632         INTEREST ONLY                   1         Y                          34990          679
       31839871         INTEREST ONLY                   1         N                              0          723
       31840697         INTEREST ONLY                   1         Y                          66600          698
       31840846         INTEREST ONLY                   1         Y                          35400          685
       31841075         INTEREST ONLY                   1         Y                          22185          764
       31841117         INTEREST ONLY                   1         Y                         119000          749
       31841125         INTEREST ONLY                   1         N                              0          707
       31841562         INTEREST ONLY                   1         Y                          64000          692
       31841992         INTEREST ONLY                   1         Y                          24285          752
       31843063         INTEREST ONLY                   1         N                              0          713
       31843576         INTEREST ONLY                   1         Y                         153000          721
       31844145         INTEREST ONLY                   1         N                              0          719
       31844152         INTEREST ONLY                   1         N                              0          664
       31845183         INTEREST ONLY                   1         N                              0          636
       31846017         INTEREST ONLY                   1         Y                         126000          750
       31846546         INTEREST ONLY                   1         Y                         121000          757
       31847163         INTEREST ONLY                   1         N                              0          651
       31847239         INTEREST ONLY                   1         N                              0          634
       31847353         INTEREST ONLY                   1         Y                          51000          791
       31847866         P AND I                         1         N                              0          659
       31847874         P AND I                         1         N                              0          659
       31848211         INTEREST ONLY                   1         N                              0          652
       31848476         INTEREST ONLY                   1         N                              0          625
       31848757         INTEREST ONLY                   1         Y                          59960          704
       31848773         P AND I                         1         N                              0          700
       31848781         INTEREST ONLY                   1         N                              0          643
       31848864         INTEREST ONLY                   1         N                              0          655
       31850019         INTEREST ONLY                   1         N                              0          799
       31850043         INTEREST ONLY                   1         Y                         112725          707
       31850191         INTEREST ONLY                   1         Y                          55000          683
       31850233         INTEREST ONLY                   1         N                              0          629
       31851710         P AND I                         1         N                              0          681
       31857394         INTEREST ONLY                   1         N                              0          787
       31857436         INTEREST ONLY                   1         Y                          43000          695
       31864358         INTEREST ONLY                   1         N                              0          638
       31864531         INTEREST ONLY                   1         N                              0          698
       31865702         P AND I                         1         N                              0          746
       31865850         INTEREST ONLY                   1         Y                          38000          689
       31867708         P AND I                         1         N                              0          701
       31868466         P AND I                         1         Y                        68965.5          721
       31869134         INTEREST ONLY                   1         Y                          33000          758
       31869985         INTEREST ONLY                   1         N                              0          706
       31874274         INTEREST ONLY                   1         N                              0          652
       31874720         INTEREST ONLY                   1         N                              0          771
       31878796         INTEREST ONLY                   1         N                              0          776
       31879141         INTEREST ONLY                   1         N                              0          755
       31879661         P AND I                         1         N                              0          747
       31879992         P AND I                         1         N                              0          751
       31883705         INTEREST ONLY                   1         N                              0          768
       31884141         INTEREST ONLY                   1         N                              0          757
       31885502         INTEREST ONLY                   1         N                              0          704
       31885825         INTEREST ONLY                   1         N                              0          722
       31885932         INTEREST ONLY                   1         Y                          33000          788
       31885999         INTEREST ONLY                   1         N                              0          686
       31886252         INTEREST ONLY                   1         N                              0          664
       31889645         INTEREST ONLY                   1         N                              0          692
       31894264         INTEREST ONLY                   1         Y                         123800          704
       31894686         P AND I                         1         N                              0          742
       31895238         P AND I                         1         N                              0          802
       31896434         INTEREST ONLY                   1         Y                        29015.6          681
       31899792         INTEREST ONLY                   1         Y                          38250          685
       31902596         INTEREST ONLY                   1         N                              0          672
       31904873         INTEREST ONLY                   1         Y                          14900          708
       31905805         P AND I                         1         Y                          23400          751
       31906738         INTEREST ONLY                   1         Y                          87200          693
       31907785         INTEREST ONLY                   1         Y                          23085          674
       31910540         P AND I                         1         N                              0          656
       31910607         P AND I                         1         N                              0          710
       31910755         INTEREST ONLY                   1         Y                          25300          716
       31917750         INTEREST ONLY                   1         Y                          42000          697
       31918188         P AND I                         1         N                              0          802
       31918790         INTEREST ONLY                   1         N                              0          688
       31920002         P AND I                         1         N                              0          692
       31921141         INTEREST ONLY                   1         Y                          15450          712
       31921539         INTEREST ONLY                   1         Y                          18990          754
       31922255         INTEREST ONLY                   1         Y                          43000          741
       31926108         INTEREST ONLY                   1         N                              0          661
       31930233         INTEREST ONLY                   1         Y                          77000          732
       31931264         INTEREST ONLY                   1         N                              0          707
       31932536         P AND I                         1         N                              0          600
       31934318         P AND I                         1         N                              0          789
       31935000         INTEREST ONLY                   1         N                              0          680
       31936529         INTEREST ONLY                   1         Y                          40000          736
       31937063         INTEREST ONLY                   1         Y                          33740          700
       31938988         INTEREST ONLY                   1         N                              0          706
       31939804         P AND I                         1         N                              0          779
       31949480         P AND I                         1         N                              0          668
       31949589         INTEREST ONLY                   1         Y                          56000          701
       31953250         INTEREST ONLY                   1         N                              0          666
       31956204         INTEREST ONLY                   1         Y                          70000          687
       31957939         INTEREST ONLY                   1         N                              0          715
       31959992         INTEREST ONLY                   1         N                              0          732
       31960289         INTEREST ONLY                   1         Y                          81400          773
       31960974         INTEREST ONLY                   1         N                              0          717
       31961279         INTEREST ONLY                   1         N                              0          721
       31961303         P AND I                         1         N                              0          788
       31964851         INTEREST ONLY                   1         Y                          27660          731
       31965171         INTEREST ONLY                   1         Y                          29000          698
       31965429         P AND I                         1         N                              0          721
       31965676         INTEREST ONLY                   1         Y                          29550          665
       31966690         INTEREST ONLY                   1         Y                        52227.8          707
       31966989         INTEREST ONLY                   1         N                              0          727
       31967763         INTEREST ONLY                   1         Y                          64000          725
       31970015         P AND I                         1         N                              0          681
       31973126         INTEREST ONLY                   1         N                              0          764
       31974009         INTEREST ONLY                   1         Y                          85000          793
       31974025         P AND I                         1         N                              0          687
       31974041         P AND I                         1         N                              0          696
       31974074         INTEREST ONLY                   1         Y                          85000          677
       31981061         INTEREST ONLY                   1         Y                          50400          731
       31984099         INTEREST ONLY                   1         N                              0          677
       31984370         INTEREST ONLY                   1         N                              0          659
       31987050         INTEREST ONLY                   1         Y                          34000          759
       31988942         INTEREST ONLY                   1         Y                          30180          690
       31991326         INTEREST ONLY                   1         Y                          88500          691
       31993942         INTEREST ONLY                   1         Y                          70000          739
       32006082         INTEREST ONLY                   1         N                              0          768
       32006330         INTEREST ONLY                   1         N                              0          712
       32006801         INTEREST ONLY                   1         Y                         130000          709
       32008179         INTEREST ONLY                   1         Y                          38080          688
       32009458         P AND I                         1         Y                          26248          708
       32009912         INTEREST ONLY                   1         N                              0          692
       32011694         P AND I                         1         N                              0          760
       32012932         INTEREST ONLY                   1         N                              0          684
       32016784         INTEREST ONLY                   1         Y                          46200          712
       32020273         INTEREST ONLY                   1         N                              0          714
       32020711         INTEREST ONLY                   1         N                              0          773
       32021974         INTEREST ONLY                   1         Y                          27000          800
       32036428         P AND I                         1         Y                         102750          662
       32040115         P AND I                         1         N                              0          702
       32051401         P AND I                         1         Y                          50048          737
       32051476         INTEREST ONLY                   1         N                              0          664
       32107054         INTEREST ONLY                   1         Y                          63000          692
       32108490         INTEREST ONLY                   1         Y                          63500          705
       32108748         INTEREST ONLY                   1         Y                          52500          674
       32111809         INTEREST ONLY                   1         Y                          33700          774
       32112112         P AND I                         1         N                              0          764
       32112542         P AND I                         1         N                              0          685
       32155053         INTEREST ONLY                   1         Y                          66000          745
       32155186         INTEREST ONLY                   1         Y                          41180          711
       32155749         INTEREST ONLY                   1         N                              0          802
       32158206         INTEREST ONLY                   1         Y                          57800          704
       32163560         INTEREST ONLY                   1         N                              0          656
       32165037         INTEREST ONLY                   1         N                              0          701
       32168627         INTEREST ONLY                   1         Y                          36375          739
       32169682         INTEREST ONLY                   1         Y                          65250          671
       32170300         P AND I                         1         N                              0          704
       32190597         INTEREST ONLY                   1         Y                          51200          753
       32192833         P AND I                         1         N                              0          704
       32193187         P AND I                         1         Y                          24045          676
       32193898         INTEREST ONLY                   1         Y                          40000          707
       32206500         INTEREST ONLY                   1         Y                          72000          761
       32208183         INTEREST ONLY                   1         Y                          32700          680
       32208415         INTEREST ONLY                   1         Y                          74800          666
       32209009         INTEREST ONLY                   1         N                              0          750
       32252348         INTEREST ONLY                   1         Y                          38000          761
       32252892         INTEREST ONLY                   1         N                              0          641
       32253163         INTEREST ONLY                   1         Y                        68512.5          680
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       38862132         P AND I                         1         N                              0          703
       43587989         P AND I                         1         N                              0          591
       44502201         P AND I                         1         N                              0          704
       45821808         P AND I                         1         N                              0          662
       47161146         P AND I                         1         N                              0          723
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      136450087         P AND I                         1         N                              0          722
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     4675989215         INTEREST ONLY                   1         Y                          22000          687
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        4194314         INTEREST ONLY                   1         Y                          51400          760
        4194977         INTEREST ONLY                   1         Y                          84980          805
        4196256         P AND I                         1         N                              0          657
        4197409         P AND I                         1         N                              0          714
        4197670         INTEREST ONLY                   1         N                              0          785
        4200554         INTEREST ONLY                   1         Y                          70000          737
        4203354         INTEREST ONLY                   1         Y                        10996.4          747
        4203601         INTEREST ONLY                   1         N                              0          776
        4206191         INTEREST ONLY                   1         Y                          43956          691
        4207544         INTEREST ONLY                   1         N                              0          743
        4210345         INTEREST ONLY                   1         Y                          26500          677
        4215814         INTEREST ONLY                   1         N                              0          670
        4216406         P AND I                         1         Y                       40492.05          680
        4219875         INTEREST ONLY                   1         N                              0          711
        4222270         INTEREST ONLY                   1         N                              0          701
        4225468         INTEREST ONLY                   1         Y                          56700          723
        4305741         P AND I                         1         Y                       16202.34          724
        4306550         INTEREST ONLY                   1         Y                          71000          809
        4306686         INTEREST ONLY                   1         N                              0          737
        4306878         P AND I                         1         N                              0          730
        4308674         INTEREST ONLY                   1         N                              0          726
        4309232         INTEREST ONLY                   1         N                              0          674
        4309422         INTEREST ONLY                   1         N                              0          746
        4310780         P AND I                         1         N                              0          766
        4311461         INTEREST ONLY                   1         N                              0          756
        4311705         INTEREST ONLY                   1         Y                          33000          752
        4314182         INTEREST ONLY                   1         N                              0          721
        4314485         INTEREST ONLY                   1         N                              0          658
        4315366         INTEREST ONLY                   1         N                              0          739
        4317304         INTEREST ONLY                   1         N                              0          757
        4318347         INTEREST ONLY                   1         Y                       84082.22          737
        4319542         P AND I                         1         Y                       34595.56          770
        4320378         INTEREST ONLY                   1         Y                       47447.51          751
        4322932         INTEREST ONLY                   1         N                              0          723
        1776085         INTEREST ONLY                   1         N                              0          751
        3379375         P AND I                         1         N                              0          770
        3380227         INTEREST ONLY                   1         Y                          67000          727
        3380476         INTEREST ONLY                   1         N                              0          714
        3381114         INTEREST ONLY                   1         N                              0          783
        3381200         INTEREST ONLY                   1         N                              0          722
        3381217         INTEREST ONLY                   1         N                              0          757
        4048866         INTEREST ONLY                   1         N                              0          770
        4058337         INTEREST ONLY                   1         N                              0          645
        4085412         P AND I                         1         Y                        11603.4          779
        4095937         INTEREST ONLY                   1         Y                          19960          766
        4153838         INTEREST ONLY                   1         Y                          83000          722
        4173126         INTEREST ONLY                   1         Y                          37200          723
        4182310         INTEREST ONLY                   1         Y                        89611.6          760
        4184590         INTEREST ONLY                   1         N                              0          653
        4185656         INTEREST ONLY                   1         Y                       41431.04          703
        4193956         INTEREST ONLY                   1         N                              0          742
        4197881         INTEREST ONLY                   1         N                              0          758
        4198525         INTEREST ONLY                   1         N                              0          694
        4200849         P AND I                         1         Y                          29980          729
        4209968         INTEREST ONLY                   1         Y                         129800          771
        4210168         INTEREST ONLY                   1         N                              0          733
        4212901         INTEREST ONLY                   1         N                              0          754
        4218871         INTEREST ONLY                   1         Y                       22698.84          715
        4222429         P AND I                         1         N                              0          779
        4227411         P AND I                         1         N                              0          738
        4228153         INTEREST ONLY                   1         Y                        98002.5          734
        4228978         INTEREST ONLY                   1         N                              0          748
        4233957         INTEREST ONLY                   1         N                              0          758
        4234424         INTEREST ONLY                   1         N                              0          751
        4234469         INTEREST ONLY                   1         N                              0          811
        4234580         INTEREST ONLY                   1         N                              0          691
        4235112         INTEREST ONLY                   1         Y                          51000          777
        4237000         INTEREST ONLY                   1         Y                        27916.5          797
        4237109         P AND I                         1         Y                          63200          771
        4237242         INTEREST ONLY                   1         N                              0          668
        4239734         INTEREST ONLY                   1         Y                          39900          804
        4241592         P AND I                         1         N                              0          658
        4242771         INTEREST ONLY                   1         N                              0          736
        4245526         INTEREST ONLY                   1         Y                          23400          746
        4248323         INTEREST ONLY                   1         Y                        28471.5          709
        4248329         INTEREST ONLY                   1         N                              0          766
        4252418         INTEREST ONLY                   1         N                              0          722
        4252429         INTEREST ONLY                   1         N                              0          722
        4252581         INTEREST ONLY                   1         Y                       90865.85          742
        4252851         INTEREST ONLY                   1         Y                       14140.71          732
        4253259         INTEREST ONLY                   1         N                              0          744
        4253970         INTEREST ONLY                   1         Y                       70715.15          790
        4254660         INTEREST ONLY                   1         Y                          21510          685
        4254835         INTEREST ONLY                   1         Y                       65947.01          783
        4255262         INTEREST ONLY                   1         Y                          25010          778
        4260557         INTEREST ONLY                   1         N                              0          777
        4260586         INTEREST ONLY                   1         Y                          19006          706
        4260590         INTEREST ONLY                   1         Y                        14503.5          695
        4261075         INTEREST ONLY                   1         Y                          83000          771
        4261239         INTEREST ONLY                   1         N                              0          689
        4264672         INTEREST ONLY                   1         N                              0          758
        4264784         INTEREST ONLY                   1         N                              0          697
        4266949         INTEREST ONLY                   1         N                              0          672
        4267099         INTEREST ONLY                   1         Y                       39909.72          764
        4267455         INTEREST ONLY                   1         N                              0          727
        4267586         INTEREST ONLY                   1         N                              0          750
        4267932         P AND I                         1         Y                        40062.4          679
        4269703         INTEREST ONLY                   1         Y                          22000          768
        4272481         INTEREST ONLY                   1         Y                          25935          743
        4273135         INTEREST ONLY                   1         N                              0          720
        4273214         INTEREST ONLY                   1         Y                       25803.13          736
        4273227         INTEREST ONLY                   1         Y                          31980          756
        4275200         INTEREST ONLY                   1         N                              0          799
        4275404         P AND I                         1         N                              0          734
        4275467         INTEREST ONLY                   1         N                              0          777
        4275739         INTEREST ONLY                   1         N                              0          799
        4275876         INTEREST ONLY                   1         Y                          99980          778
        4277625         INTEREST ONLY                   1         N                              0          745
        4278548         INTEREST ONLY                   1         N                              0          777
        4278566         INTEREST ONLY                   1         Y                          24900          743
        4279342         INTEREST ONLY                   1         Y                          60900          733
        4279555         INTEREST ONLY                   1         N                              0          817
        4281511         INTEREST ONLY                   1         N                              0          743
        4286101         INTEREST ONLY                   1         N                              0          625
        4289519         INTEREST ONLY                   1         N                              0          687
        4289533         INTEREST ONLY                   1         Y                          63000          700
        4289577         INTEREST ONLY                   1         N                              0          765
        4289594         INTEREST ONLY                   1         N                              0          690
        4291973         P AND I                         1         Y                          45400          743
        4292144         INTEREST ONLY                   1         Y                         115000          759
        4294989         INTEREST ONLY                   1         N                              0          698
        4295061         INTEREST ONLY                   1         Y                          64200          741
        4295115         INTEREST ONLY                   1         N                              0          775
        4298203         INTEREST ONLY                   1         Y                          53460          696
        4298498         INTEREST ONLY                   1         N                              0          796
        4305667         INTEREST ONLY                   1         N                              0          749
        4305808         INTEREST ONLY                   1         Y                        23303.3          646
        4306113         INTEREST ONLY                   1         Y                        59973.3          726
        4312438         P AND I                         1         N                              0          794
        4313781         INTEREST ONLY                   1         Y                          66760          697
        4314343         INTEREST ONLY                   1         N                              0          766
        4314353         P AND I                         1         Y                          78000          719
        4316897         INTEREST ONLY                   1         Y                          82732          664
        4321486         INTEREST ONLY                   1         N                              0          748



loanid                  ficodate            state          zip            proptype                  units
-----------------------------------------------------------------------------------------------------------
        4140018           10/1/2005         CA               95991        SINGFAM                        1
        4298414            9/1/2005         AZ               85242        PUD                            1
        4312416            9/1/2005         IL               60616        PUD                            1
        4332795            9/1/2005         NC               27909        SINGFAM                        1
        4354687            9/1/2005         XX               00000        PUD                            1
        4104041            6/1/2005         VA               23322        SINGFAM                        1
        4298132            9/1/2005         VA               20110        PUD                            1
        4315097            9/1/2005         CA               90815        SINGFAM                        1
        4334969           10/1/2005         CA               95203        SINGFAM                        1
        4357193            9/1/2005         LA               71111        SINGFAM                        1
        4269722            9/1/2005         CA               90275        PUD                            1
        4313282            9/1/2005         AZ               85203        SINGFAM                        1
        4347552            9/1/2005         MA                1821        SINGFAM                        1
       86984275            7/1/2005         MA                1451        CONDO                          1
       86993862            9/1/2005         CA               90503        CONDO                          1
       87206082            9/1/2005         CA               95363        SINGFAM                        1
       87359691           10/1/2005         CA               93727        SINGFAM                        1
       87412771           10/1/2005         CA               94080        SINGFAM                        1
       87415477            8/1/2005         WV               25425        SINGFAM                        1
       87481529            7/1/2005         CA               94539        SINGFAM                        1
       87627030            7/1/2005         AZ               85326        PUD                            1
       87631321           10/1/2005         CA               94509        SINGFAM                        1
       87662656            9/1/2005         CA               95330        SINGFAM                        1
       87666079            9/1/2005         CO               80138        SINGFAM                        1
       87675930            8/1/2005         VA               20121        PUD                            1
       87683017           10/1/2005         CA               93551        SINGFAM                        1
       87730123            9/1/2005         CA               95451        PUD                            1
       87751459            9/1/2005         CA               95112        CONDO                          1
       87756524            9/1/2005         CA               94080        SINGFAM                        1
       87763587            9/1/2005         CA               95377        SINGFAM                        1
       87772695            9/1/2005         MI               48430        CONDO                          1
       87785473            9/1/2005         MI               48114        SINGFAM                        1
       87793774           10/1/2005         PA               18954        SINGFAM                        1
       87819272            9/1/2005         VA               23464        SINGFAM                        1
       87852141            0/0/0000         XX               00000        SINGFAM                        1
       87863304            9/1/2005         VA               20121        CONDO                          1
       87865689            9/1/2005         MN               55021        SINGFAM                        1
       87865739            9/1/2005         XX               00000        PUD                            1
       87875316            9/1/2005         MD               21228        SINGFAM                        1
       87878617            9/1/2005         XX               00000        PUD                            1
       87883567            9/1/2005         MD               21122        SINGFAM                        1
       87883997            9/1/2005         MD               20776        SINGFAM                        1
       87888855            9/1/2005         CA               95110        CONDO                          1
       87892402            9/1/2005         OH               43026        SINGFAM                        1
       87896296            9/1/2005         CA               92587        PUD                            1
       87897724            9/1/2005         CA               94134        CONDO                          1
       87899092            9/1/2005         MT               59711        SINGFAM                        1
       87900189           10/1/2005         CA               90037        SINGFAM                        1
       87917761            9/1/2005         AZ               85086        PUD                            1
       87920609            9/1/2005         CA               92544        SINGFAM                        1
       87922480           10/1/2005         TX               75206        SINGFAM                        1
       87928628            9/1/2005         CA               93727        SINGFAM                        1
       87931739            9/1/2005         MD               20772        PUD                            1
       87938460            9/1/2005         CA               95828        SINGFAM                        1
       87939781            9/1/2005         CA               94544        SINGFAM                        1
       87945085            9/1/2005         FL               33594        PUD                            1
       87945192            9/1/2005         IL               60564        SINGFAM                        1
       87955522           10/1/2005         GA               30114        PUD                            1
       87957239            9/1/2005         CA               94568        CONDO                          1
       87958468            9/1/2005         OH               43110        SINGFAM                        1
       87960696            9/1/2005         CO               80909        2FAM                           2
       87962833            9/1/2005         CT                6615        SINGFAM                        1
       87964839            9/1/2005         CA               94538        SINGFAM                        1
       87966610            9/1/2005         CA               94603        SINGFAM                        1
       87969713            9/1/2005         CA               94588        SINGFAM                        1
       87970950            9/1/2005         CA               96150        SINGFAM                        1
       87975322            9/1/2005         MN               55344        CONDO                          1
       87976536            9/1/2005         CA               95111        PUD                            1
       87979001            9/1/2005         CA               91101        CONDO                          1
       87982773            9/1/2005         CA               90247        SINGFAM                        1
       87983854           10/1/2005         CA               94585        SINGFAM                        1
       87984100            9/1/2005         CA               95827        SINGFAM                        1
       87984977            9/1/2005         CA               94542        SINGFAM                        1
       87988010           10/1/2005         AZ               85310        SINGFAM                        1
       87988754           10/1/2005         NC               27405        PUD                            1
       87989190            9/1/2005         XX               00000        SINGFAM                        1
       87989406            9/1/2005         CA               93012        SINGFAM                        1
       87990123            9/1/2005         CA               93257        SINGFAM                        1
       87992715           10/1/2005         VA               23188        SINGFAM                        1
       87993945            9/1/2005         CA               95240        SINGFAM                        1
       87995866            9/1/2005         AZ               85032        SINGFAM                        1
       87996047            9/1/2005         CA               95148        PUD                            1
       87996112           10/1/2005         CA               91304        SINGFAM                        1
       87996310            9/1/2005         VA               22310        SINGFAM                        1
       87996492            9/1/2005         GA               30013        PUD                            1
       87996625            9/1/2005         FL               33955        CONDO                          1
       87996690            9/1/2005         MD               20902        SINGFAM                        1
       87997037            9/1/2005         MD               21122        CONDO                          1
       87998563            9/1/2005         VA               22151        SINGFAM                        1
       87999983            9/1/2005         VA               23220        SINGFAM                        1
       88000641           10/1/2005         CA               92131        PUD                            1
       88003058           10/1/2005         XX               00000        SINGFAM                        1
       88004957            9/1/2005         CA               95337        2FAM                           2
       88006952            9/1/2005         CA               94565        SINGFAM                        1
       88011135           10/1/2005         CA               92127        CONDO                          1
       88012828            9/1/2005         CA               91201        SINGFAM                        1
       88018775            9/1/2005         CA               95110        CONDO                          1
       88019179            9/1/2005         AZ               85383        PUD                            1
       88019997            9/1/2005         CA               92595        SINGFAM                        1
       88020615            9/1/2005         SC               29466        PUD                            1
       88022249            9/1/2005         CA               95122        SINGFAM                        1
       88023064            9/1/2005         IL               60659        SINGFAM                        1
       88026216            9/1/2005         CT                6905        SINGFAM                        1
       88026489           10/1/2005         CO               80109        PUD                            1
       88026570           10/1/2005         CA               95148        PUD                            1
       88027966           10/1/2005         CA               91355        CONDO                          1
       88031828            9/1/2005         MN               55411        2FAM                           2
       88031919            9/1/2005         CA               90008        SINGFAM                        1
       88033725            9/1/2005         IL               60630        SINGFAM                        1
       88033824            9/1/2005         UT               84098        SINGFAM                        1
       88034228            9/1/2005         OH               43119        SINGFAM                        1
       88034707            9/1/2005         MN               55434        CONDO                          1
       88034855            9/1/2005         MD               20853        SINGFAM                        1
       88036041            9/1/2005         CA               94531        SINGFAM                        1
       88036694           10/1/2005         IL               60462        PUD                            1
       88039748            9/1/2005         CA               94551        SINGFAM                        1
       88040860           10/1/2005         XX               00000        SINGFAM                        1
       88041041           10/1/2005         CA               95127        PUD                            1
       88042940           10/1/2005         CA               95066        CONDO                          1
       88044755            9/1/2005         IN               46371        SINGFAM                        1
       88045414            9/1/2005         GA               30047        SINGFAM                        1
       88045430           10/1/2005         CA               94089        SINGFAM                        1
       88045711            9/1/2005         XX               00000        PUD                            1
       88045950            9/1/2005         PA               19380        PUD                            1
       88046040           10/1/2005         IL               60018        SINGFAM                        1
       88046982           10/1/2005         CA               95136        SINGFAM                        1
       88050422           10/1/2005         OH               43235        SINGFAM                        1
       88050893           10/1/2005         CA               94542        SINGFAM                        1
       88051487            9/1/2005         OH               43062        SINGFAM                        1
       88055405            9/1/2005         FL               33860        PUD                            1
       88059209            9/1/2005         VA               20170        PUD                            1
       88060322            9/1/2005         MD               21638        PUD                            1
       88061288            9/1/2005         CA               94134        SINGFAM                        1
       88062690            9/1/2005         XX               00000        PUD                            1
       88063532           10/1/2005         CA               96150        SINGFAM                        1
       88063771            9/1/2005         CA               95112        CONDO                          1
       88064316            9/1/2005         CA               92114        SINGFAM                        1
       88068002           10/1/2005         CA               93035        SINGFAM                        1
       88068705           10/1/2005         OR               97007        SINGFAM                        1
       88069398           10/1/2005         CA               94805        SINGFAM                        1
       88070180           10/1/2005         CA               90059        SINGFAM                        1
       88071105           10/1/2005         CA               91789        SINGFAM                        1
       88072160            9/1/2005         AZ               85207        PUD                            1
       88072970            9/1/2005         XX               00000        SINGFAM                        1
       88074166            9/1/2005         GA               30253        PUD                            1
       88074562            9/1/2005         CA               93023        SINGFAM                        1
       88077151            9/1/2005         XX               00000        SINGFAM                        1
       88078860            9/1/2005         MI               48910        SINGFAM                        1
       88079371            9/1/2005         CA               94303        CONDO                          1
       88081740            9/1/2005         XX               00000        CONDO                          1
       88082243           10/1/2005         CA               92201        PUD                            1
       88083001            9/1/2005         OH               44281        SINGFAM                        1
       88085782            9/1/2005         CA               95020        SINGFAM                        1
       88087978            9/1/2005         CA               95206        SINGFAM                        1
       88088299           10/1/2005         CA               91301        SINGFAM                        1
        4290116            9/1/2005         MO               63304        PUD                            1
        4290336            9/1/2005         TX               75126        PUD                            1
        4290372            8/1/2005         AZ               85051        SINGFAM                        1
        4290506            8/1/2005         MD               21784        SINGFAM                        1
        4290563            8/1/2005         MD               21229        SINGFAM                        1
        4291698            8/1/2005         VA               23703        PUD                            1
        4292567            8/1/2005         IL               60613        CONDO                          1
        4292578            9/1/2005         MD               21045        PUD                            1
        4292627            9/1/2005         CO               80108        PUD                            1
        4292663            8/1/2005         MO               64151        SINGFAM                        1
        4292696            8/1/2005         VA               20164        PUD                            1
        4292771            8/1/2005         VA               22152        SINGFAM                        1
        4292934            9/1/2005         MD               21207        SINGFAM                        1
        4293028            9/1/2005         NC               28314        SINGFAM                        1
        4293044            9/1/2005         DC               20010        CONDO                          1
        4293074            8/1/2005         MD               20685        SINGFAM                        1
        4293650            8/1/2005         TX               78660        PUD                            1
        4294104            8/1/2005         OR               97045        SINGFAM                        1
        4294358            9/1/2005         OH               44120        2FAM                           2
        4295103            8/1/2005         MO               64111        SINGFAM                        1
        4295243            8/1/2005         CA               95204        SINGFAM                        1
        4295773            8/1/2005         UT               84738        PUD                            1
        4295782            8/1/2005         XX               00000        PUD                            1
        4296344            8/1/2005         OR               97702        PUD                            1
        4296386            8/1/2005         CA               95376        SINGFAM                        1
        1776305            8/1/2005         CA               95670        SINGFAM                        1
        1777315            8/1/2005         VA               20190        CONDO                          1
        3196829            8/1/2005         GA               30518        SINGFAM                        1
        3196917            8/1/2005         IL               60659        CONDO                          1
        3379777            8/1/2005         MA                1453        CONDO                          1
        3380717            8/1/2005         IL               60614        CONDO                          1
        3381104            8/1/2005         GA               30349        SINGFAM                        1
        3381205            8/1/2005         UT               84765        SINGFAM                        1
        3508145            8/1/2005         AZ               86429        PUD                            1
        3542670            8/1/2005         UT               84094        PUD                            1
        3575676            8/1/2005         AZ               85297        PUD                            1
        3604349            8/1/2005         AZ               85379        PUD                            1
        3785152            9/1/2005         XX               00000        PUD                            1
        3843647            8/1/2005         TX               78664        PUD                            1
        3885536            8/1/2005         XX               00000        PUD                            1
        3891807            8/1/2005         AZ               85379        PUD                            1
        3903651            8/1/2005         WV               25401        PUD                            1
        3989287            8/1/2005         XX               00000        PUD                            1
        4024937            8/1/2005         PA               19609        SINGFAM                        1
        4030637            8/1/2005         CA               95991        SINGFAM                        1
        4050609            7/1/2005         MO               63012        SINGFAM                        1
        4064177            8/1/2005         IL               60629        2FAM                           2
        4073345            8/1/2005         XX                0000        CONDO                          1
        4113560            8/1/2005         XX                0000        SINGFAM                        1
        4123789            6/1/2005         XX               00000        SINGFAM                        1
        4125102            8/1/2005         MD               21740        SINGFAM                        1
        4228708            8/1/2005         NJ                7626        SINGFAM                        1
        4229146            8/1/2005         MD               21030        PUD                            1
        4231306            8/1/2005         AZ               85048        PUD                            1
        4227394            7/1/2005         FL               32828        PUD                            1
        4228751            8/1/2005         AZ               85037        CONDO                          1
        4231388            8/1/2005         CA               95835        CONDO                          1
        4231492            8/1/2005         MI               49009        SINGFAM                        1
        4234155            8/1/2005         VA               20169        PUD                            1
        4234219            8/1/2005         CA               95368        SINGFAM                        1
        4234406            8/1/2005         WI               53105        SINGFAM                        1
        4234675            8/1/2005         PA               17078        SINGFAM                        1
        4235084            8/1/2005         AZ               85335        SINGFAM                        1
        4235150            8/1/2005         AZ               85037        SINGFAM                        1
        4236716            8/1/2005         IL               60607        CONDO                          1
        4237437            8/1/2005         MD               20707        CONDO                          1
        4237485            8/1/2005         MD               21224        SINGFAM                        1
        4239144            8/1/2005         MA                1940        SINGFAM                        1
        4239638            8/1/2005         XX                0000        CONDO                          1
        4239775            8/1/2005         MD               20785        CONDO                          1
        4239781            8/1/2005         MD               20783        CONDO                          1
        4240223            8/1/2005         XX               00000        CONDO                          1
        4241662            8/1/2005         MA                1944        SINGFAM                        1
        4242038            8/1/2005         CA               92408        PUD                            1
        4242085            8/1/2005         OH               43040        SINGFAM                        1
        4242212            8/1/2005         IL               60446        SINGFAM                        1
        4242215            8/1/2005         CA               95207        SINGFAM                        1
        4242421            8/1/2005         CA               94565        SINGFAM                        1
        4242488            8/1/2005         MD               20721        PUD                            1
        4242715            8/1/2005         IL               61606        SINGFAM                        1
        4231126            9/1/2005         RI                2910        3FAM                           3
        4242897            8/1/2005         MD               20855        CONDO                          1
        4242915            8/1/2005         VA               22407        PUD                            1
        4243042            8/1/2005         NC               28465        SINGFAM                        1
        4243440            8/1/2005         VA               20111        PUD                            1
        4243752            8/1/2005         MN               55014        PUD                            1
        4245099            8/1/2005         CA               92404        SINGFAM                        1
        4245411            8/1/2005         DC               20015        CONDO                          1
        4248038            8/1/2005         MD               21230        SINGFAM                        1
        4248110            8/1/2005         VA               23464        SINGFAM                        1
        4248169            8/1/2005         VA               23320        SINGFAM                        1
        4248310            8/1/2005         OH               45429        SINGFAM                        1
        4248378            8/1/2005         CA               95340        SINGFAM                        1
        4248493            8/1/2005         VA               23452        SINGFAM                        1
        4248501            9/1/2005         IL               60625        CONDO                          1
        4248726            8/1/2005         KS               66208        PUD                            1
        4253781            8/1/2005         MD               21797        PUD                            1
        4253973            8/1/2005         WV               25428        PUD                            1
        4254038            8/1/2005         PA               15129        SINGFAM                        1
        4254439            8/1/2005         XX               00000        PUD                            1
        4254625            8/1/2005         CA               92335        SINGFAM                        1
        4255213            9/1/2005         OH               43017        SINGFAM                        1
        4255474            9/1/2005         MD               21158        PUD                            1
        4255699            9/1/2005         MD               21074        PUD                            1
        4260646            8/1/2005         VA               22302        CONDO                          1
        4260660            8/1/2005         TX               75070        PUD                            1
        4260841            8/1/2005         MD               21044        SINGFAM                        1
        4260901            8/1/2005         FL               32176        SINGFAM                        1
        4260978            8/1/2005         MD               20740        SINGFAM                        1
        4261195            8/1/2005         MD               20664        SINGFAM                        1
        4262395            8/1/2005         MD               21783        SINGFAM                        1
        4262430            8/1/2005         CA               95204        SINGFAM                        1
        4262456            8/1/2005         MD               21131        SINGFAM                        1
        4262493            8/1/2005         MD               21061        PUD                            1
        4262879            8/1/2005         UT               84075        SINGFAM                        1
        4264382            9/1/2005         CA               92555        PUD                            1
        4264627            9/1/2005         DC               20007        CONDO                          1
        4264690            8/1/2005         MN               55448        SINGFAM                        1
        4264967            8/1/2005         IL               61820        SINGFAM                        1
        4265778            8/1/2005         CA               91977        SINGFAM                        1
        4266899            8/1/2005         CO               80126        PUD                            1
        4267068            8/1/2005         MI               48842        SINGFAM                        1
        4267142            8/1/2005         OH               45601        SINGFAM                        1
        4267449            8/1/2005         OR               97220        SINGFAM                        1
        4267539            8/1/2005         CA               92373        SINGFAM                        1
        4267627            8/1/2005         XX               00000        CONDO                          1
        4267890            8/1/2005         CA               92021        SINGFAM                        1
        4269728            8/1/2005         SC               29412        2FAM                           2
        4269838            8/1/2005         VA               23111        SINGFAM                        1
        4296437            8/1/2005         XX               00000        SINGFAM                        1
        4296444            8/1/2005         CA               92105        SINGFAM                        1
        4296762            8/1/2005         AZ               85018        SINGFAM                        1
        4297293            9/1/2005         AZ               85302        PUD                            1
        4297408            8/1/2005         AZ               85032        SINGFAM                        1
        4297905            8/1/2005         OR               97355        SINGFAM                        1
        4298064            8/1/2005         XX               00000        PUD                            1
        4298298            8/1/2005         OH               43230        SINGFAM                        1
        4298584            9/1/2005         IL               60004        CONDO                          1
        4298909            8/1/2005         XX               00000        CONDO                          1
        4299289            8/1/2005         XX               00000        SINGFAM                        1
        4299695            8/1/2005         CO               80831        PUD                            1
        4299909            9/1/2005         MD               20657        PUD                            1
        4300572            8/1/2005         NC               28411        SINGFAM                        1
        4300799            8/1/2005         MI               48371        SINGFAM                        1
        4300852            8/1/2005         AZ               85203        SINGFAM                        1
        4300855            8/1/2005         OR               97035        SINGFAM                        1
        4300880            8/1/2005         OH               44131        PUD                            1
        4301107            8/1/2005         DE               19958        SINGFAM                        1
        4301308            9/1/2005         IL               61704        SINGFAM                        1
        4303062            8/1/2005         VA               22407        SINGFAM                        1
        4303075            9/1/2005         XX               00000        CONDO                          1
        4303297            8/1/2005         VA               22192        PUD                            1
        4303370            9/1/2005         MD               21114        CONDO                          1
        4303984            8/1/2005         XX               00000        CONDO                          1
        4305471            8/1/2005         XX               00000        PUD                            1
        4269908            8/1/2005         VA               22306        PUD                            1
        4269991            9/1/2005         MD               21037        SINGFAM                        1
        4270411            8/1/2005         MD               21758        SINGFAM                        1
        4270513            9/1/2005         VA               22191        SINGFAM                        1
        4270773            8/1/2005         PA               19454        CONDO                          1
        4272472            8/1/2005         VA               23322        SINGFAM                        1
        4272575            8/1/2005         MI               48837        SINGFAM                        1
        4272576            9/1/2005         OH               43054        CONDO                          1
        4272741            8/1/2005         NC               27713        PUD                            1
        4272842            8/1/2005         MD               20906        SINGFAM                        1
        4272958            8/1/2005         CO               80015        PUD                            1
        4273075            8/1/2005         FL               32765        PUD                            1
        4274156            8/1/2005         AZ               85213        PUD                            1
        4275213            8/1/2005         MD               21158        PUD                            1
        4275266            8/1/2005         MD               20715        SINGFAM                        1
        4275594            8/1/2005         XX               00000        PUD                            1
        4275663            8/1/2005         XX               00000        SINGFAM                        1
        4275771            8/1/2005         XX               00000        PUD                            1
        4275937            8/1/2005         VA               24083        SINGFAM                        1
        4276162            8/1/2005         MD               21234        SINGFAM                        1
        4276176            9/1/2005         VA               23453        PUD                            1
        4276303            9/1/2005         MD               20764        SINGFAM                        1
        4276457            8/1/2005         MD               20850        CONDO                          1
        4276547            8/1/2005         MD               20751        SINGFAM                        1
        4276621            8/1/2005         CA               95340        SINGFAM                        1
        4277324            8/1/2005         TX               78749        PUD                            1
        4278106            8/1/2005         OR               97701        SINGFAM                        1
        4278150            8/1/2005         OH               44060        SINGFAM                        1
        4278382            8/1/2005         FL               32714        CONDO                          1
        4278390            8/1/2005         DC               20009        CONDO                          1
        4278703            9/1/2005         VA               22911        SINGFAM                        1
        4278760            8/1/2005         IL               60613        CONDO                          1
        4278826            8/1/2005         MD               20772        SINGFAM                        1
        4279319            8/1/2005         MA                2341        SINGFAM                        1
        4279535            8/1/2005         CA               91977        SINGFAM                        1
        4280023            8/1/2005         AZ               85242        PUD                            1
        4280763            8/1/2005         OR               97202        SINGFAM                        1
        4280827            9/1/2005         CO               80134        SINGFAM                        1
        4281049            8/1/2005         MN               55430        SINGFAM                        1
        4281174            8/1/2005         XX               00000        SINGFAM                        1
        4281350            8/1/2005         XX               00000        PUD                            1
        4281365            8/1/2005         CA               95205        SINGFAM                        1
        4281480            8/1/2005         CA               95670        CONDO                          1
        4281785            9/1/2005         NC               27976        SINGFAM                        1
        4281803            8/1/2005         VA               24015        SINGFAM                        1
        4282068            8/1/2005         MD               20745        CONDO                          1
        4282170            8/1/2005         CA               95993        SINGFAM                        1
        4282952            8/1/2005         MD               21113        PUD                            1
        4283374            8/1/2005         TX               78634        PUD                            1
        4283707            9/1/2005         SC               29464        SINGFAM                        1
        4283972            8/1/2005         NC               28078        PUD                            1
        4283982            8/1/2005         TN               38103        CONDO                          1
        4284140            8/1/2005         VA               24073        SINGFAM                        1
        4284182            8/1/2005         OR               97218        SINGFAM                        1
        4284223            8/1/2005         MI               48161        SINGFAM                        1
        4284271            8/1/2005         XX               00000        PUD                            1
        4284684            8/1/2005         TN               38133        SINGFAM                        1
        4286335            8/1/2005         AZ               85629        PUD                            1
        4286487            8/1/2005         CA               92173        CONDO                          1
        4286606            8/1/2005         FL               32408        CONDO                          1
        4286674            9/1/2005         OH               43612        SINGFAM                        1
        4286750            8/1/2005         AZ               85296        PUD                            1
        4286938            8/1/2005         FL               32408        CONDO                          1
        4286977            9/1/2005         MD               21230        SINGFAM                        1
        4287245            8/1/2005         KS               67114        SINGFAM                        1
        4287348            9/1/2005         DC               20017        SINGFAM                        1
        4287366            8/1/2005         NJ                7092        SINGFAM                        1
        4287530            8/1/2005         WV               25401        SINGFAM                        1
        4287577            9/1/2005         IL               60016        SINGFAM                        1
        4287929            8/1/2005         MD               20872        CONDO                          1
        4288185            9/1/2005         MD               21701        SINGFAM                        1
        4288186            9/1/2005         MD               21701        SINGFAM                        1
        4288190            9/1/2005         MD               21701        SINGFAM                        1
        4288816            8/1/2005         AZ               85748        PUD                            1
        4289616            8/1/2005         AZ               85086        CONDO                          1
        4289906            9/1/2005         OH               43201        PUD                            1
       30670640            9/1/2005         CA               91741        SINGFAM                        1
       30672083            9/1/2005         MN               55105        SINGFAM                        1
       30673032            9/1/2005         CA               92352        CONDO                          1
       30673255           10/1/2005         CA               91765        CONDO                          1
       30673305            9/1/2005         CA               92154        PUD                            1
       30673545            9/1/2005         MN               56468        SINGFAM                        1
       30674121           10/1/2005         CA               92683        CONDO                          1
       30674402            9/1/2005         MN               55313        SINGFAM                        1
       30674618            9/1/2005         CT                6470        SINGFAM                        1
       30675037            9/1/2005         CA               92352        SINGFAM                        1
       30675045            9/1/2005         CA               92688        CONDO                          1
       30675060            9/1/2005         CA               92352        SINGFAM                        1
       30675078            9/1/2005         SC               29483        SINGFAM                        1
       30675508            9/1/2005         AZ               85296        PUD                            1
       30675573            9/1/2005         CA               92084        SINGFAM                        1
       30675615            9/1/2005         CA               92625        CONDO                          1
       30675912            9/1/2005         VA               22193        PUD                            1
       30676613           10/1/2005         CA               91744        SINGFAM                        1
       30676662            9/1/2005         CA               91942        CONDO                          1
       30676688            9/1/2005         CA               91345        CONDO                          1
       30676936            9/1/2005         XX               00000        PUD                            1
       30677041            9/1/2005         CA               92545        SINGFAM                        1
       30677249           10/1/2005         MN               55343        CONDO                          1
        4314944            9/1/2005         KS               66208        PUD                            1
        4314954            9/1/2005         MD               21218        SINGFAM                        1
        4315037            9/1/2005         MD               20707        SINGFAM                        1
        4315858            9/1/2005         CA               92270        PUD                            1
        4317033            9/1/2005         OH               44321        SINGFAM                        1
        4319349            9/1/2005         MD               20715        SINGFAM                        1
        4322001            9/1/2005         IL               60614        CONDO                          1
        4322272            9/1/2005         MO               64068        PUD                            1
        4322280            9/1/2005         MO               64068        PUD                            1
        4322285            9/1/2005         MO               64068        PUD                            1
        4322289            9/1/2005         MO               64068        PUD                            1
        4322637           10/1/2005         CA               95210        SINGFAM                        1
        4324632            9/1/2005         NJ                8534        SINGFAM                        1
        4325097            9/1/2005         OH               44077        SINGFAM                        1
        4325198            9/1/2005         XX               00000        SINGFAM                        1
        4325839            9/1/2005         CA               92081        SINGFAM                        1
        4326800            8/1/2005         CA               96055        SINGFAM                        1
        4327160            9/1/2005         XX               00000        SINGFAM                        1
        4327166           10/1/2005         XX               00000        SINGFAM                        1
        4327207            9/1/2005         MD               20853        SINGFAM                        1
        4327507            9/1/2005         ID               83703        PUD                            1
        4327888            9/1/2005         XX               00000        PUD                            1
        4328830            9/1/2005         ID               83709        PUD                            1
        4329457            9/1/2005         CA               91764        SINGFAM                        1
        4329536            9/1/2005         CO               80209        SINGFAM                        1
        4348482            9/1/2005         XX               00000        SINGFAM                        1
        4349261            9/1/2005         VA               23322        SINGFAM                        1
        4349324           10/1/2005         MD               20733        SINGFAM                        1
        4350623           10/1/2005         CA               94928        CONDO                          1
        4350746            9/1/2005         CA               95130        SINGFAM                        1
        4351457            9/1/2005         MD               21666        PUD                            1
        4351570            9/1/2005         DC               20011        CONDO                          1
        4351762           10/1/2005         XX               00000        SINGFAM                        1
        4351979            9/1/2005         VA               23451        CONDO                          1
        4353753           10/1/2005         VA               22304        CONDO                          1
        4354320           10/1/2005         XX               00000        SINGFAM                        1
        4357178            9/1/2005         ID               83702        SINGFAM                        1
        4357197           10/1/2005         AZ               85282        PUD                            1
        4357221            9/1/2005         FL               34608        PUD                            1
        4357235            9/1/2005         FL               33556        SINGFAM                        1
        4357520            9/1/2005         IL               60201        SINGFAM                        1
        4358016            9/1/2005         CA               92109        SINGFAM                        1
        4359110           10/1/2005         MD               21227        SINGFAM                        1
        4359464           10/1/2005         VA               20136        PUD                            1
        4359622           10/1/2005         CA               95610        SINGFAM                        1
        4359708            9/1/2005         AZ               85383        SINGFAM                        1
        4360116           10/1/2005         AZ               85226        PUD                            1
        4360396           10/1/2005         CA               94401        SINGFAM                        1
        4361488            9/1/2005         MO               63132        4FAM                           4
        4361692           10/1/2005         XX               00000        SINGFAM                        1
        4361851           10/1/2005         CA               94901        SINGFAM                        1
        4312626           10/1/2005         CA               95207        SINGFAM                        1
        4180295            7/1/2005         ID               83815        2FAM                           2
        4204044            9/1/2005         XX               00000        SINGFAM                        1
        4204275            9/1/2005         NJ                7735        SINGFAM                        1
        4206688            9/1/2005         XX                0000        CONDO                          1
        4207595            9/1/2005         XX                0000        SINGFAM                        1
        4212147           10/1/2005         XX               00000        SINGFAM                        1
        4212642            9/1/2005         XX               00000        SINGFAM                        1
        4214289            8/1/2005         FL               32566        SINGFAM                        1
        4216396            9/1/2005         FL               34201        PUD                            1
        4217222            9/1/2005         CA               92128        CONDO                          1
        4222760            9/1/2005         NY               11563        SINGFAM                        1
        4234412            9/1/2005         CA               91914        PUD                            1
        4234667            9/1/2005         IL               60640        CONDO                          1
        4238300            9/1/2005         FL               32835        CONDO                          1
        4239339            9/1/2005         CA               95215        SINGFAM                        1
        4242786           10/1/2005         VA               24153        SINGFAM                        1
        4245102            9/1/2005         CA               95602        SINGFAM                        1
        4245396            9/1/2005         CA               95367        SINGFAM                        1
        4248127            9/1/2005         IL               60657        CONDO                          1
        4248203            9/1/2005         MO               64112        SINGFAM                        1
        4248387            9/1/2005         XX               00000        SINGFAM                        1
        4254844           10/1/2005         VA               22043        CONDO                          1
        4254960           10/1/2005         VA               22043        CONDO                          1
        4256769            9/1/2005         DE               19808        SINGFAM                        1
        4259006            9/1/2005         OH               44087        SINGFAM                        1
        4298530            9/1/2005         PA               19007        SINGFAM                        1
        4299726            9/1/2005         AZ               85021        PUD                            1
        4299863            9/1/2005         OR               97212        SINGFAM                        1
        4300885            9/1/2005         CA               95348        SINGFAM                        1
        4300903            9/1/2005         CA               92508        SINGFAM                        1
        4301290            9/1/2005         FL               33625        PUD                            1
        4301349            9/1/2005         FL               34205        SINGFAM                        2
        4303960            9/1/2005         CA               91913        CONDO                          1
        4304756            9/1/2005         AZ               85382        PUD                            1
        4305383            9/1/2005         XX               00000        SINGFAM                        1
        4305663            9/1/2005         FL               34239        SINGFAM                        1
        4306008            9/1/2005         CA               95215        SINGFAM                        1
        4306054            9/1/2005         CA               92203        SINGFAM                        1
        4306106            9/1/2005         XX               00000        SINGFAM                        1
        4306348            9/1/2005         VA               23320        PUD                            1
        4306716            9/1/2005         XX               00000        PUD                            1
        4306738            9/1/2005         AZ               85249        PUD                            1
        4307446            9/1/2005         CA               92126        SINGFAM                        1
        4308791            9/1/2005         VA               23322        SINGFAM                        1
        4311401            9/1/2005         XX               00000        SINGFAM                        1
        4311902            9/1/2005         NC               28110        SINGFAM                        1
        4312340            9/1/2005         VA               20105        PUD                            1
        4312699           10/1/2005         XX               00000        SINGFAM                        1
        4312713            9/1/2005         MO               64079        SINGFAM                        1
        4312731            9/1/2005         SC               29662        PUD                            1
        4313430            9/1/2005         AZ               85297        PUD                            1
        4314315            9/1/2005         CA               95348        SINGFAM                        1
        4314822            9/1/2005         MD               20735        SINGFAM                        1
        4315074            9/1/2005         XX               00000        PUD                            1
        4315225            9/1/2005         VA               23462        CONDO                          1
        4316787            9/1/2005         TN               38016        SINGFAM                        1
        4316812            9/1/2005         AZ               86429        PUD                            1
        4316864            9/1/2005         PA               19363        SINGFAM                        1
        4317398            9/1/2005         MD               21901        PUD                            1
        4317468            9/1/2005         TN               38103        PUD                            1
        4319021            9/1/2005         AZ               85308        PUD                            1
        4319027            9/1/2005         UT               84720        SINGFAM                        1
        4319627            9/1/2005         AZ               85032        SINGFAM                        1
        4319660            9/1/2005         MD               20850        CONDO                          1
        4319880            9/1/2005         CA               96348        SINGFAM                        1
        4320079            9/1/2005         MD               20910        CONDO                          1
        4320269            9/1/2005         IL               60616        CONDO                          1
        4320971            9/1/2005         CA               92553        SINGFAM                        1
        4321403            9/1/2005         OR               97701        SINGFAM                        1
        4321885            9/1/2005         XX               00000        PUD                            1
        4322029            9/1/2005         MD               21224        SINGFAM                        1
        4332808            9/1/2005         IL               60008        SINGFAM                        1
        4332863           10/1/2005         MA                1821        SINGFAM                        1
        4334684            9/1/2005         AZ               85234        PUD                            1
        4334749           10/1/2005         IL               60008        SINGFAM                        1
        4334769            9/1/2005         VA               23061        SINGFAM                        1
        4335039            9/1/2005         IL               60030        SINGFAM                        1
        4335197           10/1/2005         FL               33606        SINGFAM                        1
        4336330           10/1/2005         VA               23323        PUD                            1
        4337001            9/1/2005         VA               20109        PUD                            1
        4337208            9/1/2005         SC               29445        PUD                            1
        4337511            9/1/2005         CA               95348        SINGFAM                        1
        4337704           10/1/2005         MN               55316        SINGFAM                        1
        4337778            9/1/2005         MD               20720        PUD                            1
        4337833            9/1/2005         CA               95747        CONDO                          1
        4337843           10/1/2005         VA               23602        PUD                            1
        4337998            9/1/2005         CA               90278        SINGFAM                        1
        4340216            9/1/2005         XX               00000        SINGFAM                        1
        4340415            9/1/2005         CO               80211        CONDO                          1
        4340538           10/1/2005         CA               95212        SINGFAM                        1
        4340574            9/1/2005         MD               21043        SINGFAM                        1
        4340858           10/1/2005         FL               33626        CONDO                          1
        4342593            9/1/2005         UT               84095        CONDO                          1
        4342605           10/1/2005         VA               23435        PUD                            1
        4355496            9/1/2005         NM               87105        SINGFAM                        1
        4356489            9/1/2005         VA               23502        SINGFAM                        1
        4356647            9/1/2005         XX               00000        SINGFAM                        1
        4357336           10/1/2005         XX               00000        SINGFAM                        1
        4358738            9/1/2005         MD               21740        SINGFAM                        1
        4359358           10/1/2005         MD               21244        SINGFAM                        1
        4360475           10/1/2005         GA               30039        PUD                            1
        4360849           10/1/2005         AZ               85242        PUD                            1
        4361322           10/1/2005         XX               00000        SINGFAM                        1
        4361657            9/1/2005         IL               60625        CONDO                          1
        4361809           10/1/2005         DC               20024        PUD                            1
        4361826            9/1/2005         VA               20170        CONDO                          1
        4362355            9/1/2005         IL               60546        SINGFAM                        1
        4363202            9/1/2005         FL               33777        CONDO                          1
        4363475            9/1/2005         OR               97015        PUD                            1
        4364369           10/1/2005         VA               22309        PUD                            1
        4364420            9/1/2005         CA               95348        SINGFAM                        1
        4365027            9/1/2005         IL               60622        CONDO                          1
        4365489           10/1/2005         CA               91351        SINGFAM                        1
        4366066           10/1/2005         XX               00000        PUD                            1
        4366090           10/1/2005         CA               92127        CONDO                          1
        4366727           10/1/2005         VA               23456        PUD                            1
        4366847           10/1/2005         VA               23236        PUD                            1
        4366872           10/1/2005         MD               20743        PUD                            1
        4116652            6/1/2005         CO               81505        PUD                            1
        4124592            6/1/2005         VA               20165        PUD                            1
        4125178            9/1/2005         CA               95678        SINGFAM                        1
        4127494           10/1/2005         CA               95991        SINGFAM                        1
        4130913            9/1/2005         VA               22043        CONDO                          1
        4135018           10/1/2005         MN               55129        SINGFAM                        1
        4164971            9/1/2005         VA               23435        CONDO                          1
        4206922           10/1/2005         XX               00000        PUD                            1
        4207873            9/1/2005         MA                2050        SINGFAM                        1
        4215781            9/1/2005         XX                0000        CONDO                          1
        4225094            9/1/2005         CA               92024        2FAM                           2
        4227513            9/1/2005         MD               21787        SINGFAM                        1
        4240284            9/1/2005         FL               32503        PUD                            1
        4242437           10/1/2005         MD               20814        SINGFAM                        1
        4244772            9/1/2005         CA               95127        CONDO                          1
        4245632            9/1/2005         VA               23325        SINGFAM                        1
        4252424            9/1/2005         IL               60616        CONDO                          1
        4253254           10/1/2005         AZ               85242        PUD                            1
        4267370            9/1/2005         IL               60615        CONDO                          1
        4267936           10/1/2005         AZ               85901        PUD                            1
        4269982            9/1/2005         XX               00000        SINGFAM                        1
        4270393           10/1/2005         IL               60195        CONDO                          1
        4270402           10/1/2005         IL               60195        CONDO                          1
        4270404           10/1/2005         VA               23219        CONDO                          1
        4298547           10/1/2005         PA               17268        SINGFAM                        1
        4298703            9/1/2005         IL               60647        SINGFAM                        1
        4298727            9/1/2005         MD               20817        SINGFAM                        1
        4300030            9/1/2005         CA               92336        SINGFAM                        1
        4300254            9/1/2005         GA               30041        PUD                            1
        4300357            9/1/2005         CA               93551        SINGFAM                        1
        4300421            9/1/2005         AZ               85323        PUD                            1
        4300739            9/1/2005         XX               00000        PUD                            1
        4301068            9/1/2005         XX               00000        SINGFAM                        1
        4301416           10/1/2005         TN               37909        SINGFAM                        1
        4301439            9/1/2005         CA               95757        SINGFAM                        1
        4301510            9/1/2005         VA               20190        CONDO                          1
        4303215            9/1/2005         CA               92503        SINGFAM                        1
        4303247            9/1/2005         IL               60640        CONDO                          1
        4303673            9/1/2005         ID               83644        PUD                            1
        4304022            9/1/2005         CA               93274        SINGFAM                        1
        4304036            9/1/2005         CA               93274        SINGFAM                        1
        4304043            9/1/2005         CA               95670        SINGFAM                        1
        4304064            9/1/2005         CA               93274        SINGFAM                        1
        4304065            9/1/2005         CA               93274        SINGFAM                        1
        4304600            9/1/2005         MD               20906        PUD                            1
        4305480            9/1/2005         CA               90732        SINGFAM                        1
        4305696            9/1/2005         CA               92316        SINGFAM                        1
        4305954           10/1/2005         FL               34472        SINGFAM                        1
        4306131           10/1/2005         MD               20737        PUD                            1
        4329720           10/1/2005         MO               63109        SINGFAM                        1
        4329845            9/1/2005         VA               23452        SINGFAM                        1
        4330103            9/1/2005         NC               27948        SINGFAM                        1
        4332073            9/1/2005         MO               64086        PUD                            1
        4332109            9/1/2005         CA               94551        SINGFAM                        1
        4335237           10/1/2005         VA               23451        SINGFAM                        1
        4336417            9/1/2005         CA               91915        CONDO                          1
        4336733            9/1/2005         CA               91737        PUD                            1
        4339234           10/1/2005         IL               60008        SINGFAM                        1
        4339440            9/1/2005         CA               92683        SINGFAM                        1
        4339541           10/1/2005         XX               00000        SINGFAM                        1
        4340160            9/1/2005         VA               20164        PUD                            1
        4340405            9/1/2005         IL               60453        SINGFAM                        1
        4340473            9/1/2005         CA               95203        2FAM                           2
        4340903            9/1/2005         MD               21740        SINGFAM                        1
        4341000            9/1/2005         CA               95207        CONDO                          1
        4342312            9/1/2005         VA               22963        PUD                            1
        4342445            9/1/2005         CA               94530        SINGFAM                        1
        4344252            9/1/2005         AZ               85015        SINGFAM                        1
        4345681            9/1/2005         AZ               85306        SINGFAM                        1
        4345765            9/1/2005         VA               22302        CONDO                          1
        4345785            9/1/2005         IL               60156        SINGFAM                        1
        4345863           10/1/2005         VA               22043        CONDO                          1
        4346482            9/1/2005         CA               95206        SINGFAM                        1
        4346597           10/1/2005         WI               54016        SINGFAM                        1
        4335006           10/1/2005         MA                2135        2FAM                           2
        4335198            9/1/2005         XX               00000        SINGFAM                        1
        4335314            9/1/2005         UT               84007        SINGFAM                        1
        4335334            9/1/2005         NC               27282        CONDO                          1
        4335554           10/1/2005         GA               30349        SINGFAM                        1
        4335728           10/1/2005         GA               30349        SINGFAM                        1
        4335763            9/1/2005         CA               92562        SINGFAM                        1
        4336512            9/1/2005         UT               84047        2FAM                           2
        4336841            9/1/2005         CA               93065        PUD                            1
        4336855           10/1/2005         CA               92592        PUD                            1
        4337192           10/1/2005         MN               55311        SINGFAM                        1
        4337317            9/1/2005         XX               00000        SINGFAM                        1
        4337604            9/1/2005         KS               66210        CONDO                          1
        4337634            9/1/2005         VA               22193        SINGFAM                        1
        4337685           10/1/2005         CA               92241        SINGFAM                        1
        4337712            9/1/2005         VA               22191        CONDO                          1
        4337817            9/1/2005         XX               00000        SINGFAM                        1
        4337895           10/1/2005         MI               48220        SINGFAM                        1
        4337935           10/1/2005         AZ               85326        PUD                            1
        4337961            9/1/2005         VA               20164        CONDO                          1
        4339887            9/1/2005         NC               27959        SINGFAM                        1
        4340053            9/1/2005         UT               84780        SINGFAM                        1
        4340179           10/1/2005         VA               23503        SINGFAM                        1
        4340182           10/1/2005         AZ               85257        CONDO                          1
        4316166            9/1/2005         VA               22193        SINGFAM                        1
        4316762            9/1/2005         MD               20872        PUD                            1
        4317061            9/1/2005         MD               21140        PUD                            1
        4318116           10/1/2005         AZ               85023        CONDO                          1
        4318470            9/1/2005         CA               95757        SINGFAM                        1
        4319057            9/1/2005         CA               96003        SINGFAM                        1
        4319365           10/1/2005         RI                2827        SINGFAM                        1
        4319629            9/1/2005         XX               00000        PUD                            1
        4319631            9/1/2005         CA               92336        SINGFAM                        1
        4319640            9/1/2005         FL               32765        PUD                            1
        4320055            9/1/2005         NJ                8002        SINGFAM                        1
        4320395            9/1/2005         CA               95728        SINGFAM                        1
        4320583            9/1/2005         XX               00000        SINGFAM                        1
        4321420            9/1/2005         CA               90804        SINGFAM                        1
        4321803           10/1/2005         MD               20736        SINGFAM                        1
        4321914           10/1/2005         MD               21215        SINGFAM                        2
        4322318            9/1/2005         VA               23324        SINGFAM                        1
        4322510            9/1/2005         NJ                7860        2FAM                           2
        4322617            9/1/2005         MD               21122        SINGFAM                        1
        4322727            9/1/2005         CA               95650        SINGFAM                        1
        4324812            9/1/2005         MD               20716        SINGFAM                        1
        4324840            9/1/2005         CA               95616        SINGFAM                        1
        4324956            9/1/2005         AZ               85208        PUD                            1
        4325080           10/1/2005         MA                2459        SINGFAM                        1
        4325124            9/1/2005         FL               32506        SINGFAM                        1
        4357922           10/1/2005         AZ               85013        SINGFAM                        1
        4359468            9/1/2005         CA               95628        SINGFAM                        1
        4362275           10/1/2005         XX               00000        SINGFAM                        1
        4362650            9/1/2005         MO               64747        SINGFAM                        1
        4362730           10/1/2005         CA               92585        SINGFAM                        1
        4363243            9/1/2005         CA               91761        SINGFAM                        1
        4364042            9/1/2005         CA               92394        SINGFAM                        1
        4364174           10/1/2005         VA               23434        PUD                            1
        4364774           10/1/2005         AZ               85248        PUD                            1
        4364802           10/1/2005         CA               92882        CONDO                          1
        4365999            9/1/2005         AR               72758        SINGFAM                        1
        4367866           10/1/2005         XX               00000        SINGFAM                        1
        4367941           10/1/2005         XX               00000        PUD                            1
        4368352            9/1/2005         FL               34229        CONDO                          1
        4372073           10/1/2005         MD               21230        SINGFAM                        1
        4372306           10/1/2005         XX               00000        PUD                            1
        4373914           10/1/2005         MD               21102        SINGFAM                        1
        4374026           10/1/2005         MD               20608        SINGFAM                        1
        4374225           10/1/2005         DC               20002        2FAM                           2
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        4379263           10/1/2005         VA               20111        SINGFAM                        1
        4379665           10/1/2005         OR               97701        SINGFAM                        1
        4380505           10/1/2005         MD               20878        CONDO                          1
        4382495           10/1/2005         IN               46236        SINGFAM                        1
        3780349            9/1/2005         XX               00000        PUD                            1
        3892202           10/1/2005         MD               21224        2FAM                           2
        4270121           10/1/2005         VA               23518        CONDO                          1
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        4285071            9/1/2005         MD               20785        SINGFAM                        1
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        4295745            9/1/2005         CO               80013        SINGFAM                        1
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       88089883           10/1/2005         CA               92591        PUD                            1
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       88099841           10/1/2005         CO               80239        SINGFAM                        1
       88102439            9/1/2005         VA               20187        PUD                            1
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       88109681           10/1/2005         CA               94534        SINGFAM                        1
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       88112321           10/1/2005         NJ                7621        SINGFAM                        1
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       88116025            9/1/2005         SC               29483        SINGFAM                        1
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       88136502           10/1/2005         CA               95492        SINGFAM                        1
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      700151020            9/1/2005         CA               93619        SINGFAM                        1
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        4284303            9/1/2005         XX               00000        PUD                            1
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        4351383            9/1/2005         MD               21774        SINGFAM                        1
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        4351998            9/1/2005         XX               00000        SINGFAM                        1
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        4354426            9/1/2005         XX               00000        PUD                            1
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        4367095           10/1/2005         VA               23456        PUD                            1
        4369579           10/1/2005         XX               00000        SINGFAM                        1
        4369884           10/1/2005         XX               00000        PUD                            1
        4370678           10/1/2005         CA               94578        SINGFAM                        1
        4370705           10/1/2005         XX               00000        SINGFAM                        1
        4372513            9/1/2005         VA               22042        SINGFAM                        1
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        3196793            9/1/2005         XX               00000        PUD                            1
        3379634            9/1/2005         CA               92101        CONDO                          1
        3607884            9/1/2005         AZ               85297        PUD                            1
        3701016            8/1/2005         MD               21771        SINGFAM                        1
        3933062           10/1/2005         XX               00000        PUD                            1
        4067576            9/1/2005         MD               21047        SINGFAM                        1
        4076505            9/1/2005         CA               95993        SINGFAM                        1
        4096027            9/1/2005         MA                2458        CONDO                          1
        4098127           10/1/2005         CA               92395        SINGFAM                        1
        4273036            9/1/2005         VA               20148        PUD                            1
        4273111            9/1/2005         MD               21037        SINGFAM                        1
        4274756            8/1/2005         MD               21047        SINGFAM                        1
        4275769            9/1/2005         CO               81120        SINGFAM                        1
        4276267            9/1/2005         ID               83704        SINGFAM                        1
        4278607            9/1/2005         MD               20861        SINGFAM                        1
        4278825            9/1/2005         VT                5477        CONDO                          1
        4279270            9/1/2005         VA               22728        SINGFAM                        1
        4281398            9/1/2005         GA               30309        CONDO                          1
        4281449           10/1/2005         CA               95376        CONDO                          1
        4285539            9/1/2005         HI               96707        CONDO                          1
        4285604            9/1/2005         CA               95212        SINGFAM                        1
        4286545            9/1/2005         XX               00000        2FAM                           2
        4287187            9/1/2005         CA               94514        SINGFAM                        1
        4289964            9/1/2005         OH               43229        SINGFAM                        1
        4290442            9/1/2005         CA               91342        SINGFAM                        1
        4292468            9/1/2005         VA               23060        SINGFAM                        1
        4295245            9/1/2005         XX               00000        SINGFAM                        1
        4295523            9/1/2005         NC               27409        PUD                            1
        4295748            9/1/2005         CA               95820        PUD                            1
        4295856            9/1/2005         NJ                8005        CONDO                          1
        4297656            8/1/2005         XX               00000        SINGFAM                        1
        4298005            9/1/2005         UT               84737        SINGFAM                        1
        4306150            9/1/2005         MI               48442        SINGFAM                        1
        4306480            9/1/2005         VA               20120        SINGFAM                        1
        4306537           10/1/2005         VA               23435        SINGFAM                        1
        4306563           10/1/2005         VA               22911        PUD                            1
        4306567           10/1/2005         VA               22911        PUD                            1
        4306569           10/1/2005         VA               22911        PUD                            1
        4306665            9/1/2005         CA               92019        CONDO                          1
        4306837           10/1/2005         RI                2840        SINGFAM                        1
        4307431           10/1/2005         XX                0000        SINGFAM                        1
        4308523            9/1/2005         FL               32526        SINGFAM                        1
        4308590            9/1/2005         CO               80303        SINGFAM                        1
        4309508            9/1/2005         XX               00000        PUD                            1
        4310495            9/1/2005         CA               94945        CONDO                          1
        4310602            9/1/2005         AZ               85053        SINGFAM                        1
        4310718            9/1/2005         CA               93033        SINGFAM                        1
        4310791           10/1/2005         CA               92545        PUD                            1
        4311449            9/1/2005         VA               23320        PUD                            1
        4311546           10/1/2005         XX               00000        PUD                            1
        4311622            9/1/2005         XX               00000        SINGFAM                        1
        4311707            9/1/2005         MD               21133        PUD                            1
        4311753           10/1/2005         AZ               85383        PUD                            1
        4312091           10/1/2005         CA               95670        SINGFAM                        1
        4312745            9/1/2005         CA               95835        CONDO                          1
        4312761           10/1/2005         OH               45015        SINGFAM                        1
        4312805            9/1/2005         CA               92841        SINGFAM                        1
        4314280           10/1/2005         VA               23322        SINGFAM                        1
        4314785           10/1/2005         FL               33525        SINGFAM                        1
        4325150            9/1/2005         FL               34677        PUD                            1
        4340863            9/1/2005         CA               95776        SINGFAM                        1
        4030169           10/1/2005         CA               95757        SINGFAM                        1
        4054542            5/1/2005         CA               96003        SINGFAM                        1
        4056816            9/1/2005         OH               45039        PUD                            1
        4101397            9/1/2005         CA               95757        SINGFAM                        1
        4101436            9/1/2005         CA               95757        SINGFAM                        1
        4109327            9/1/2005         RI                2835        SINGFAM                        1
        4125374            9/1/2005         XX               00000        SINGFAM                        1
        4127606            9/1/2005         NY               10314        2FAM                           2
        4154313            6/1/2005         MD               20902        SINGFAM                        1
        4223688            9/1/2005         CA               92130        PUD                            1
        4236849           10/1/2005         VA               22192        PUD                            1
        4239627            9/1/2005         PA               17055        SINGFAM                        1
        4239666            9/1/2005         PA               17201        SINGFAM                        1
        4242511            9/1/2005         CA               91761        SINGFAM                        1
        4248246           10/1/2005         PA               17702        SINGFAM                        1
        4253164            9/1/2005         NJ                7423        SINGFAM                        1
        4254226            9/1/2005         MD               20744        SINGFAM                        1
        4256699            9/1/2005         UT               84101        CONDO                          1
        4256700           10/1/2005         UT               84401        SINGFAM                        1
        4256753            9/1/2005         MD               20902        SINGFAM                        1
        4256907           10/1/2005         VA               22312        SINGFAM                        1
        4265060            9/1/2005         MD               20876        CONDO                          1
        4267928            9/1/2005         CO               80013        SINGFAM                        1
        4325290            9/1/2005         MD               20876        PUD                            1
        4326348            9/1/2005         CA               94903        SINGFAM                        1
        4326870            9/1/2005         XX               00000        SINGFAM                        1
        4326976            9/1/2005         OR               97739        2FAM                           2
        4327060           10/1/2005         XX               00000        SINGFAM                        1
        4327260            9/1/2005         MD               21163        PUD                            1
        4327633           10/1/2005         XX               00000        SINGFAM                        1
        4328251            9/1/2005         HI               96797        CONDO                          1
        4328401            9/1/2005         IL               60062        SINGFAM                        1
        4328463            6/1/2005         IL               60441        SINGFAM                        1
        4328570            9/1/2005         CA               95377        SINGFAM                        1
        4329151            9/1/2005         VA               23435        SINGFAM                        1
        4329823            9/1/2005         OH               43023        SINGFAM                        1
        4329872            9/1/2005         NJ                8887        CONDO                          1
        4330204           10/1/2005         IL               60515        CONDO                          1
        4331830           10/1/2005         ID               83709        SINGFAM                        1
        4332117            9/1/2005         XX               00000        SINGFAM                        1
        4332122            9/1/2005         XX               00000        SINGFAM                        1
        4332499            9/1/2005         NJ                8005        CONDO                          1
        4332656            9/1/2005         IL               60618        3FAM                           3
        4332864           10/1/2005         XX               00000        SINGFAM                        1
        4333836           10/1/2005         NC               27587        SINGFAM                        1
        4334571           10/1/2005         OH               43140        SINGFAM                        1
        4334658            9/1/2005         MN               55126        PUD                            1
        4334794            9/1/2005         IL               61761        SINGFAM                        1
        4340948            9/1/2005         XX               00000        SINGFAM                        1
        4342652            9/1/2005         FL               33558        SINGFAM                        1
        4344818            9/1/2005         CA               95946        SINGFAM                        1
        4345749            9/1/2005         MD               20902        PUD                            1
        4346365           10/1/2005         AZ               85339        PUD                            1
        4346543            9/1/2005         MD               20874        CONDO                          1
        4346746           10/1/2005         CA               95835        CONDO                          1
        4347911            9/1/2005         CA               95051        CONDO                          1
        4348465            9/1/2005         XX               00000        PUD                            1
        4348554           10/1/2005         CA               95662        SINGFAM                        1
        4349389           10/1/2005         MD               20716        CONDO                          1
        4349538           10/1/2005         OR               97202        SINGFAM                        1
        4351240            9/1/2005         MA                2144        SINGFAM                        1
        4352137            9/1/2005         MD               20774        CONDO                          1
        4353132            9/1/2005         XX               00000        SINGFAM                        1
        4353296            9/1/2005         XX               00000        SINGFAM                        1
        4353790            9/1/2005         IL               62712        SINGFAM                        1
        4353891            9/1/2005         ID               83642        PUD                            1
        4353945            9/1/2005         CA               95833        SINGFAM                        1
        4354386           10/1/2005         XX               00000        CONDO                          1
        4354487            9/1/2005         MD               21117        CONDO                          1
        4355176            9/1/2005         OR               97045        SINGFAM                        1
        4355572            9/1/2005         XX               00000        SINGFAM                        1
        4356600            9/1/2005         MD               21229        SINGFAM                        1
       23430812            9/1/2005         CA               92131        PUD                            1
       28735546            9/1/2005         NY               11772        SINGFAM                        1
       30267033            4/1/2005         MA                2125        CONDO                          1
       30370084            8/1/2005         CO               80134        PUD                            1
       30484117            6/1/2005         CA               90066        CONDO                          1
       30505143            6/1/2005         GA               31312        SINGFAM                        1
       30623797            9/1/2005         SC               29576        CONDO                          1
       30637615           10/1/2005         CA               92026        SINGFAM                        1
       30639132           10/1/2005         MN               55318        SINGFAM                        1
       30677264            9/1/2005         CA               92637        CONDO                          1
       30677553            9/1/2005         VA               23322        SINGFAM                        1
       30677603           10/1/2005         XX               00000        SINGFAM                        1
       30677751            9/1/2005         WI               54857        SINGFAM                        1
       30677769            9/1/2005         MN               55071        SINGFAM                        1
       30677975            9/1/2005         AZ               85374        SINGFAM                        1
       30678148           10/1/2005         CA               94555        PUD                            2
       30678213            9/1/2005         CA               92056        SINGFAM                        1
       30679518            9/1/2005         IL               60647        CONDO                          1
       30679542           10/1/2005         IL               60202        SINGFAM                        1
       30679567            9/1/2005         IL               60477        CONDO                          1
       30679591            9/1/2005         VA               23451        SINGFAM                        1
       30679799            9/1/2005         XX               00000        SINGFAM                        1
       30680045            9/1/2005         MN               55125        SINGFAM                        1
       30680102            9/1/2005         MN               55102        SINGFAM                        1
       30680425           10/1/2005         FL               33019        CONDO                          1
       30680748           10/1/2005         CA               91360        SINGFAM                        1
       30680771            9/1/2005         CA               92025        SINGFAM                        1
       30680896           10/1/2005         WI               54006        SINGFAM                        1
       30681134            9/1/2005         MN               55126        SINGFAM                        1
       30681597            9/1/2005         CA               90247        CONDO                          1
       30681720           10/1/2005         CA               92808        PUD                            1
       30646418            9/1/2005         MN               55379        CONDO                          1
       30647184            8/1/2005         CA               92057        PUD                            1
       30648265            9/1/2005         MN               55082        SINGFAM                        1
       30652515           10/1/2005         MN               55025        SINGFAM                        1
       30653273            9/1/2005         HI               96825        CONDO                          1
       30655021           10/1/2005         CA               91001        SINGFAM                        1
       30657266            8/1/2005         AZ               86442        PUD                            1
       30657910            9/1/2005         MN               55343        CONDO                          1
       30659585            9/1/2005         MN               55318        CONDO                          1
       30659627            9/1/2005         CA               92399        PUD                            1
       30663041            9/1/2005         VA               23462        SINGFAM                        1
       30664478           10/1/2005         NJ                8861        2FAM                           2
       30665129            9/1/2005         MN               55408        4FAM                           4
       30648380            9/1/2005         IL               60618        CONDO                          1
       30666069            9/1/2005         MN               55045        SINGFAM                        1
       30666531            9/1/2005         CA               93010        SINGFAM                        1
       30666937           10/1/2005         CA               90602        SINGFAM                        1
       30667299           10/1/2005         CA               92117        SINGFAM                        1
       30667588            9/1/2005         CA               92102        SINGFAM                        1
       30668529            9/1/2005         VA               20176        PUD                            1
       30668537            9/1/2005         VA               20141        SINGFAM                        1
       30668685            9/1/2005         MN               55125        CONDO                          1
       30668859           10/1/2005         MN               55346        SINGFAM                        1
       30669022            9/1/2005         CA               92111        SINGFAM                        1
       30669782           10/1/2005         NY               10522        PUD                            1
       30670285            9/1/2005         MN               55125        SINGFAM                        1
       30670582            9/1/2005         CA               92173        SINGFAM                        1
       31797855            9/1/2005         NY               11360        COOP                           1
       31799000           10/1/2005         IL               60102        CONDO                          1
       31801640           10/1/2005         NY               11369        2FAM                           2
       31802317            9/1/2005         CA               92316        SINGFAM                        1
       31802564            9/1/2005         CA               92037        CONDO                          1
       31803679            9/1/2005         FL               33334        CONDO                          1
       31803695            9/1/2005         FL               33334        CONDO                          1
       31804008            9/1/2005         CA               91001        SINGFAM                        1
       31804164            9/1/2005         VA               23693        PUD                            1
       31804206            9/1/2005         CA               94403        CONDO                          1
       31804339            9/1/2005         MT               59911        SINGFAM                        1
       31804958            8/1/2005         UT               84020        SINGFAM                        1
       31805849           10/1/2005         FL               33418        PUD                            1
       31805997            9/1/2005         AZ               85048        SINGFAM                        1
       31806532            9/1/2005         CA               95136        PUD                            1
       31808231           10/1/2005         PA               19116        SINGFAM                        1
       31810856            9/1/2005         CA               95051        CONDO                          1
       31810898            9/1/2005         CA               95008        PUD                            1
       31810948            9/1/2005         CA               95020        SINGFAM                        1
       31810997            9/1/2005         UT               84120        SINGFAM                        1
       31811128            9/1/2005         MA                2760        SINGFAM                        1
       31811276            9/1/2005         CA               94403        SINGFAM                        1
       31811284            9/1/2005         CA               91106        CONDO                          1
       30681753            9/1/2005         CA               92119        SINGFAM                        1
       30681977            9/1/2005         CA               91301        CONDO                          1
       30682496           10/1/2005         CA               90245        SINGFAM                        1
       30682835            9/1/2005         TX               75052        PUD                            1
       30682918            9/1/2005         MD               20743        SINGFAM                        1
       30683189           10/1/2005         WV               26808        SINGFAM                        1
       30683262            9/1/2005         FL               33334        CONDO                          1
       30683973           10/1/2005         CA               90701        CONDO                          1
       30684062           10/1/2005         CA               91325        SINGFAM                        1
       30684104            9/1/2005         CA               92705        SINGFAM                        1
       30684161            9/1/2005         AZ               85233        PUD                            1
       30684492            9/1/2005         AZ               85323        PUD                            1
       30684526           10/1/2005         NY               11722        SINGFAM                        1
       30684633           10/1/2005         MD               20872        SINGFAM                        1
       30684732            9/1/2005         CA               91911        SINGFAM                        1
       30684898           10/1/2005         VA               23456        CONDO                          1
       30684963           10/1/2005         CA               92122        SINGFAM                        1
       30685531            9/1/2005         CA               90815        COOP                           1
       30685671           10/1/2005         CA               92571        SINGFAM                        1
       30685713            9/1/2005         XX               00000        PUD                            1
       30686091           10/1/2005         CA               93313        SINGFAM                        1
       30686307           10/1/2005         MN               55408        CONDO                          1
       30686513            9/1/2005         MN               55106        SINGFAM                        1
       30686588           10/1/2005         CA               92869        CONDO                          1
       30686661           10/1/2005         IL               60613        CONDO                          1
       30686844           10/1/2005         CA               92122        SINGFAM                        1
       30686851            9/1/2005         VA               22307        CONDO                          1
       30687040           10/1/2005         PA               19020        PUD                            1
       30687578           10/1/2005         XX               00000        SINGFAM                        1
       30688121           10/1/2005         UT               84770        PUD                            1
       30688535           10/1/2005         IL               60004        SINGFAM                        1
       30688576           10/1/2005         CA               92111        SINGFAM                        1
       30688675            9/1/2005         CA               94109        CONDO                          1
       30688964            9/1/2005         ID               83815        SINGFAM                        1
       30689079           10/1/2005         CA               90042        2FAM                           2
       30689699           10/1/2005         CA               94938        SINGFAM                        1
       30689780            9/1/2005         NJ                8611        2FAM                           2
       30689806           10/1/2005         XX               00000        SINGFAM                        1
       30690549            9/1/2005         MN               55444        SINGFAM                        1
       30690713           10/1/2005         MN               55317        SINGFAM                        1
       30691034            9/1/2005         CA               95118        SINGFAM                        1
       30691190           10/1/2005         MN               55352        SINGFAM                        1
       30691323            9/1/2005         MN               55123        SINGFAM                        1
       30691661            9/1/2005         VA               23508        SINGFAM                        1
       30691679            9/1/2005         NC               27858        SINGFAM                        1
       30692321           10/1/2005         OR               97402        CONDO                          1
       30692339           10/1/2005         MN               55363        PUD                            1
       30692586           10/1/2005         CA               95138        SINGFAM                        1
       30692842           10/1/2005         CA               92679        CONDO                          1
       30693428           10/1/2005         VA               22015        PUD                            1
       30693824           10/1/2005         CA               93041        CONDO                          1
       30694392           10/1/2005         MN               55316        2FAM                           2
       30695001           10/1/2005         MN               55379        SINGFAM                        1
       30695118           10/1/2005         FL               33312        SINGFAM                        1
       30695233           10/1/2005         VA               22201        CONDO                          1
       30695258           10/1/2005         MN               55038        SINGFAM                        1
       30695621           10/1/2005         CA               90046        CONDO                          1
       30696876           10/1/2005         CA               92128        PUD                            1
       30698096           10/1/2005         CA               92083        CONDO                          1
       30698211           10/1/2005         CA               92307        SINGFAM                        1
       30698997           10/1/2005         VA               23433        SINGFAM                        1
       30699243           10/1/2005         MN               55038        SINGFAM                        1
       30699250           10/1/2005         MN               55102        CONDO                          1
       30699896           10/1/2005         XX               00000        CONDO                          1
       30700322           10/1/2005         MN               55343        CONDO                          1
       30706642           10/1/2005         CA               92071        CONDO                          1
       30790190            9/1/2005         FL               32751        CONDO                          1
       30870588            6/1/2005         NJ                7843        SINGFAM                        1
       30884076            8/1/2005         XX                0000        SINGFAM                        1
       30895585           10/1/2005         XX               00000        SINGFAM                        1
       30923130            7/1/2005         XX               00000        SINGFAM                        1
       30928394            6/1/2005         PA               19401        SINGFAM                        1
       30948558            9/1/2005         GA               30101        PUD                            1
       30973630            6/1/2005         AZ               85050        PUD                            1
       30976195            7/1/2005         AZ               85234        SINGFAM                        1
       30987903            9/1/2005         MA                1803        SINGFAM                        1
       30988976            9/1/2005         SC               29209        SINGFAM                        1
       30989255            9/1/2005         FL               33483        CONDO                          1
       30989909           10/1/2005         CA               90278        SINGFAM                        1
       30991194            8/1/2005         IL               62223        SINGFAM                        1
       30991921            8/1/2005         AZ               85225        SINGFAM                        1
       30993166            8/1/2005         IN               47374        SINGFAM                        1
       31057334           10/1/2005         FL               33952        SINGFAM                        1
       31066038            9/1/2005         CA               92131        PUD                            1
       31084080            9/1/2005         CA               95124        SINGFAM                        1
       31104888            9/1/2005         FL               34711        SINGFAM                        1
       31135015            6/1/2005         PA               18951        PUD                            1
       31199029           10/1/2005         XX                0000        CONDO                          1
       31213564           10/1/2005         FL               32810        CONDO                          1
       31229859            7/1/2005         MA                1001        SINGFAM                        1
       31232093           10/1/2005         FL               34953        SINGFAM                        1
       31243322           10/1/2005         XX                0000        CONDO                          1
       31275738            9/1/2005         NY               11706        SINGFAM                        1
       31280092           10/1/2005         GA               30318        SINGFAM                        1
       31292956            9/1/2005         NY               11763        CONDO                          1
       31294531           10/1/2005         XX                0000        CONDO                          1
       31308620            9/1/2005         XX                0000        SINGFAM                        1
       31309511            9/1/2005         NY               12586        SINGFAM                        1
       31321169            9/1/2005         PA               19130        CONDO                          1
       31354111           10/1/2005         NJ                7017        SINGFAM                        1
       31361488            9/1/2005         FL               33983        CONDO                          1
       31365927            9/1/2005         FL               33983        CONDO                          1
       31423403            9/1/2005         NJ                7012        SINGFAM                        1
       31477128           10/1/2005         FL               32258        CONDO                          1
       31486681            9/1/2005         FL               32258        CONDO                          1
       31488620           10/1/2005         NY               11354        COOP                           1
       31500085            9/1/2005         FL               34481        PUD                            1
       31500879            9/1/2005         NJ                7036        SINGFAM                        1
       31522469            9/1/2005         PA               19518        SINGFAM                        1
       31525348            9/1/2005         CA               92101        CONDO                          1
       31527062           10/1/2005         MD               21756        PUD                            1
       31527294            9/1/2005         FL               33125        CONDO                          1
       31531940           10/1/2005         AZ               85236        SINGFAM                        1
       31534290            9/1/2005         MA                2129        CONDO                          1
       31536873           10/1/2005         NY               13850        SINGFAM                        1
       31537772           10/1/2005         CA               92679        CONDO                          1
       31540271            8/1/2005         CA               92860        SINGFAM                        1
       31540362            9/1/2005         CT                6614        SINGFAM                        1
       31540891            9/1/2005         CA               92374        SINGFAM                        1
       31541261            9/1/2005         FL               32837        CONDO                          1
       31542814           10/1/2005         IL               60097        PUD                            1
       31544836            9/1/2005         XX               00000        PUD                            1
       31544943            9/1/2005         CA               92399        SINGFAM                        1
       31545668            9/1/2005         VA               22193        PUD                            1
       31545999            9/1/2005         AZ               85223        4FAM                           4
       31556707            9/1/2005         CA               91304        SINGFAM                        1
       31577273           10/1/2005         NJ                7042        2FAM                           2
       31580319            9/1/2005         UT               84770        SINGFAM                        1
       31580590           10/1/2005         NJ                7724        COOP                           1
       31586977            9/1/2005         XX                0000        SINGFAM                        1
       31591894            9/1/2005         CA               90254        CONDO                          1
       31629553            9/1/2005         CA               95124        SINGFAM                        1
       31629728            9/1/2005         PA               19038        SINGFAM                        1
       31630262            9/1/2005         CA               92260        SINGFAM                        1
       31635246            9/1/2005         CA               95340        SINGFAM                        1
       31636483            9/1/2005         CA               92653        CONDO                          1
       31636822           10/1/2005         FL               33463        CONDO                          1
       31637408            9/1/2005         CA               95050        CONDO                          1
       31637440            8/1/2005         CA               94804        PUD                            1
       31637879            9/1/2005         CA               92688        SINGFAM                        1
       31639651            9/1/2005         FL               33138        CONDO                          1
       31640519            9/1/2005         FL               32766        PUD                            1
       31640832            8/1/2005         VA               22827        SINGFAM                        1
       31641319            9/1/2005         CA               95446        SINGFAM                        1
       31642226           10/1/2005         IN               46060        PUD                            1
       31642853           10/1/2005         CA               92354        SINGFAM                        1
       31642937            9/1/2005         CA               94063        SINGFAM                        1
       31642994            9/1/2005         FL               32804        SINGFAM                        1
       31644040            9/1/2005         XX                0000        CONDO                          1
       31649866            9/1/2005         VA               23702        SINGFAM                        1
       31654700            9/1/2005         CA               96003        SINGFAM                        1
       31656143           10/1/2005         GA               30075        SINGFAM                        1
       31668494            9/1/2005         IL               60564        PUD                            1
       31675770           10/1/2005         XX                0000        CONDO                          1
       31690753            9/1/2005         FL               32789        CONDO                          1
       31692890            9/1/2005         FL               32714        PUD                            1
       31695158            9/1/2005         PA               19405        SINGFAM                        1
       31699531            9/1/2005         MA                2149        SINGFAM                        1
       31701931            9/1/2005         MI               48439        SINGFAM                        1
       31703432           10/1/2005         FL               34292        PUD                            1
       31705916           10/1/2005         PA               18210        PUD                            1
       31706641           10/1/2005         TN               38002        SINGFAM                        1
       31707631            9/1/2005         KS               66208        SINGFAM                        1
       31710015            9/1/2005         NC               27021        SINGFAM                        1
       31724008           10/1/2005         FL               32258        CONDO                          1
       31726128            9/1/2005         XX                0000        CONDO                          1
       31730138            9/1/2005         XX                0000        CONDO                          1
       31733397            9/1/2005         SC               29577        SINGFAM                        1
       31737448            8/1/2005         CA               92056        SINGFAM                        1
       31740624           10/1/2005         NJ                8757        SINGFAM                        1
       31745540            9/1/2005         NC               28562        SINGFAM                        1
       31750706            9/1/2005         XX                0000        CONDO                          1
       31752827            9/1/2005         FL               33913        PUD                            1
       31756778            9/1/2005         AZ               85048        CONDO                          1
       31784473           10/1/2005         NJ                8876        SINGFAM                        1
       31786213            9/1/2005         XX                0000        SINGFAM                        1
       31786890            9/1/2005         CT                6241        SINGFAM                        1
       31812183           10/1/2005         CT                6405        CONDO                          1
       31812266            9/1/2005         FL               33401        CONDO                          1
       31812621            9/1/2005         CA               92117        SINGFAM                        1
       31813140           10/1/2005         RI                2835        SINGFAM                        1
       31813603            9/1/2005         CA               94551        SINGFAM                        1
       31813900            9/1/2005         CA               95111        SINGFAM                        1
       31814668           10/1/2005         NY               11553        SINGFAM                        1
       31814775            9/1/2005         FL               32807        SINGFAM                        1
       31814932            9/1/2005         CA               95407        PUD                            1
       31815004           10/1/2005         CA               95219        PUD                            1
       31815707            9/1/2005         FL               34231        SINGFAM                        1
       31816846           10/1/2005         XX               00000        SINGFAM                        1
       31817786            9/1/2005         NY               11550        SINGFAM                        1
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       31819121            9/1/2005         CA               92509        SINGFAM                        1
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       31820285            9/1/2005         CA               95437        SINGFAM                        1
       31820632           10/1/2005         CA               92081        SINGFAM                        1
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       31820913           10/1/2005         MD               20740        SINGFAM                        1
       31822380            9/1/2005         CA               94546        CONDO                          1
       31822828            9/1/2005         FL               33186        SINGFAM                        1
       31823271            9/1/2005         CA               94509        SINGFAM                        1
       31824089           10/1/2005         CA               95377        SINGFAM                        1
       31826753            9/1/2005         VA               22079        PUD                            1
       31827355           10/1/2005         CA               91501        CONDO                          1
       31827744            9/1/2005         MA                1833        SINGFAM                        1
       31828692            9/1/2005         FL               34677        CONDO                          1
       31829591            9/1/2005         CA               95128        CONDO                          1
       31830383            9/1/2005         VA               22712        SINGFAM                        1
       31830672            9/1/2005         CA               95035        SINGFAM                        1
       31830771            9/1/2005         CA               94014        SINGFAM                        1
       31830839            9/1/2005         AZ               85254        SINGFAM                        1
       31831043           10/1/2005         FL               33322        CONDO                          1
       31831530            9/1/2005         CA               91423        SINGFAM                        1
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       31831977           10/1/2005         GA               31522        SINGFAM                        1
       31833155            9/1/2005         CA               91730        SINGFAM                        1
       31833288            9/1/2005         CA               95826        SINGFAM                        1
       31833940            9/1/2005         CA               94587        SINGFAM                        1
       31833981            9/1/2005         XX               00000        PUD                            1
       31834039            9/1/2005         CA               91320        SINGFAM                        1
       31834203            9/1/2005         CA               94122        2FAM                           2
       31834526            9/1/2005         CA               94560        SINGFAM                        1
       31835358           10/1/2005         CA               93312        SINGFAM                        1
       31835598            9/1/2005         CA               95405        SINGFAM                        1
       31835671            9/1/2005         CA               95023        PUD                            1
       31835713           10/1/2005         CA               92656        CONDO                          1
       31836539            9/1/2005         XX               00000        SINGFAM                        1
       31837073            9/1/2005         XX               00000        CONDO                          1
       31837164            9/1/2005         FL               34205        SINGFAM                        1
       31837248            9/1/2005         XX               00000        SINGFAM                        1
       31837370           10/1/2005         NJ                8723        SINGFAM                        1
       31837446           10/1/2005         FL               34746        XXX                            0
       00000000            0/0/0000         XX                0000        XXX                            1
       31838808           10/1/2005         CA               94538        SINGFAM                        1
       31838949            9/1/2005         CA               95307        SINGFAM                        1
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       31839632           10/1/2005         MD               20878        CONDO                          1
       31839871           10/1/2005         FL               33334        CONDO                          1
       31840697           10/1/2005         XX               00000        PUD                            1
       31840846           10/1/2005         CA               93309        PUD                            1
       31841075            9/1/2005         MS               39532        SINGFAM                        1
       31841117            9/1/2005         CA               94577        SINGFAM                        1
       31841125           10/1/2005         CA               92869        SINGFAM                        1
       31841562            9/1/2005         XX               00000        CONDO                          1
       31841992           10/1/2005         FL               34473        SINGFAM                        1
       31843063           10/1/2005         FL               33486        CONDO                          1
       31843576            9/1/2005         CA               95125        SINGFAM                        1
       31844145            9/1/2005         CA               94560        SINGFAM                        1
       31844152           10/1/2005         AZ               85234        PUD                            1
       31845183            9/1/2005         NJ                7501        3FAM                           3
       31846017            9/1/2005         XX               00000        SINGFAM                        1
       31846546            9/1/2005         CA               90293        CONDO                          1
       31847163           10/1/2005         CA               91361        SINGFAM                        1
       31847239           10/1/2005         CA               92506        SINGFAM                        1
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       31847866            9/1/2005         FL               33334        CONDO                          1
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       31848211            9/1/2005         CA               95928        3FAM                           3
       31848476           10/1/2005         CA               93434        SINGFAM                        1
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       31848773           10/1/2005         IN               46805        SINGFAM                        1
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       31848864           10/1/2005         CT                6606        SINGFAM                        1
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       31851710           10/1/2005         IL               62294        SINGFAM                        1
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       31857436            9/1/2005         PA               15522        SINGFAM                        1
       31864358            9/1/2005         TX               76180        SINGFAM                        1
       31864531            9/1/2005         PA               15228        SINGFAM                        1
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       31868466            9/1/2005         XX                0000        SINGFAM                        1
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       31869985            9/1/2005         CA               90744        SINGFAM                        1
       31874274            9/1/2005         CA               92395        PUD                            1
       31874720            9/1/2005         MN               55305        SINGFAM                        1
       31878796           10/1/2005         FL               33327        PUD                            1
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       31883705            9/1/2005         CA               92545        PUD                            1
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       31885502           10/1/2005         MO               65686        SINGFAM                        1
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       31910607           10/1/2005         NM               88030        SINGFAM                        1
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       31934318            9/1/2005         NY               11721        SINGFAM                        1
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      104161117            8/1/2005         GA               30214        SINGFAM                        1
      104178223            8/1/2005         IL               60020        PUD                            1
      104316296            8/1/2005         CA               92585        PUD                            1
      104350793            9/1/2005         AZ               85353        PUD                            1
      104373332            9/1/2005         FL               32713        PUD                            1
      104400679            8/1/2005         UT               84321        SINGFAM                        1
      104436396            8/1/2005         PA               18015        SINGFAM                        1
      104447157            8/1/2005         AZ               85755        PUD                            1
      104516750            7/1/2005         AZ               85743        PUD                            1
      104582494            9/1/2005         OR               97212        SINGFAM                        1
      104603161            8/1/2005         FL               33534        PUD                            1
      104699965            9/1/2005         CA               92843        CONDO                          1
      104816432            9/1/2005         AZ               85297        PUD                            1
      104824465            8/1/2005         MD               21225        SINGFAM                        1
      104845996            9/1/2005         CT                6111        SINGFAM                        1
      104985228            9/1/2005         CA               92586        SINGFAM                        1
      105004903            9/1/2005         CO               80465        SINGFAM                        1
      105012064            9/1/2005         FL               32459        PUD                            1
      105038107            9/1/2005         AZ               85024        PUD                            1
      105046788            9/1/2005         CA               95829        SINGFAM                        1
      105061326            9/1/2005         VA               20151        PUD                            1
      105071503            9/1/2005         MI               48154        SINGFAM                        1
      105091994            9/1/2005         OR               97058        SINGFAM                        1
      105171100            9/1/2005         GA               30025        SINGFAM                        1
      105182997            9/1/2005         GA               30680        SINGFAM                        1
      105213481            8/1/2005         CA               92551        SINGFAM                        1
      105214969            9/1/2005         VA               20147        CONDO                          1
      105217073            9/1/2005         VA               22942        SINGFAM                        1
      105219634            9/1/2005         NJ                8876        SINGFAM                        1
      105251422            9/1/2005         MT               59901        SINGFAM                        1
      105269416            8/1/2005         CA               91321        CONDO                          1
      105275969            9/1/2005         FL               32225        SINGFAM                        1
      105280137            9/1/2005         MI               49006        SINGFAM                        1
      105341649            9/1/2005         CA               90033        CONDO                          1
      105394016            9/1/2005         MT               59901        SINGFAM                        1
      105400176            9/1/2005         VA               22554        PUD                            1
      105461008            9/1/2005         NV               89139        PUD                            1
      105588199            9/1/2005         NC               27278        SINGFAM                        1
      105654615            9/1/2005         AZ               85032        SINGFAM                        1
      105766477            9/1/2005         CA               92154        CONDO                          1
      107863671            7/1/2005         MI               49090        CONDO                          1
      108052965            9/1/2005         MA                1778        SINGFAM                        1
      108056286            8/1/2005         MI               48313        CONDO                          1
      110211713            9/1/2005         CA               92240        PUD                            1
      110445156            9/1/2005         CO               80012        SINGFAM                        1
      110945046            7/1/2005         UT               84663        SINGFAM                        1
      110955951            9/1/2005         CA               90270        4FAM                           4
      110962216            9/1/2005         CA               92399        PUD                            1
      110963912            8/1/2005         NV               89129        CONDO                          1
      110982042            8/1/2005         FL               32703        SINGFAM                        1
      110985750            9/1/2005         FL               34202        CONDO                          1
      111372822            8/1/2005         CT                6606        2FAM                           2
      111554949            9/1/2005         MI               48221        CONDO                          1
      111658566            9/1/2005         PA               15642        SINGFAM                        1
      112197001            9/1/2005         CA               92315        SINGFAM                        1
      112210415            9/1/2005         MA                2779        SINGFAM                        1
      112331970            8/1/2005         CO               80022        SINGFAM                        1
      112522247            9/1/2005         NV               89086        PUD                            1
      112619432            9/1/2005         PA               18964        SINGFAM                        1
      112704539            9/1/2005         UT               84325        SINGFAM                        1
      112723154            9/1/2005         FL               34275        PUD                            1
      112843392            9/1/2005         FL               34743        SINGFAM                        1
      112872732            9/1/2005         CO               80439        SINGFAM                        1
      112910625            9/1/2005         AL               35147        SINGFAM                        1
      112969408            9/1/2005         PA               18062        SINGFAM                        1
      113038028            9/1/2005         CA               90660        CONDO                          1
      113078589            9/1/2005         FL               32738        SINGFAM                        1
      113197103            9/1/2005         NV               89015        SINGFAM                        1
      113198935            9/1/2005         TX               78744        PUD                            1
      113287523           10/1/2005         NV               89123        SINGFAM                        1
      113288379            9/1/2005         HI               96789        CONDO                          1
      113300397            9/1/2005         IL               60002        PUD                            1
      113323880            9/1/2005         MI               49120        SINGFAM                        1
      113336220            9/1/2005         VA               22405        PUD                            1
      113352200            9/1/2005         MA                1844        SINGFAM                        1
      113426675            9/1/2005         CO               81620        CONDO                          1
      113477249            9/1/2005         NV               89119        CONDO                          1
      113479817            9/1/2005         CA               95121        PUD                            1
      113485362            9/1/2005         CA               90047        3FAM                           3
      113580287            9/1/2005         CA               90033        CONDO                          1
      113581456            9/1/2005         OH               45750        SINGFAM                        1
      113585072            9/1/2005         MI               48088        SINGFAM                        1
      113593697            9/1/2005         FL               32837        PUD                            1
      113596185            9/1/2005         NV               89107        SINGFAM                        1
      113607136            9/1/2005         AZ               86404        SINGFAM                        1
      113726233            9/1/2005         CA               92110        CONDO                          1
      113764682            9/1/2005         MO               63125        SINGFAM                        1
      113765587            9/1/2005         MD               20774        SINGFAM                        1
      113771395            9/1/2005         MO               63135        SINGFAM                        1
      113779852            9/1/2005         AZ               85374        PUD                            1
      113781381            9/1/2005         MO               63129        SINGFAM                        1
      113781494            9/1/2005         AZ               85712        2FAM                           2
      113866423            9/1/2005         IL               60123        PUD                            1
      113867831            9/1/2005         FL               34769        SINGFAM                        1
      113870816            9/1/2005         MI               49544        SINGFAM                        1
      113882993           10/1/2005         GA               30071        SINGFAM                        1
      113899522            9/1/2005         PA               18052        SINGFAM                        1
      113920288            9/1/2005         FL               32807        PUD                            1
      113921000           10/1/2005         KY               42303        SINGFAM                        1
      114009907           10/1/2005         MI               49651        SINGFAM                        1
      114017396            9/1/2005         CA               91402        SINGFAM                        1
      114018252            9/1/2005         IL               60651        SINGFAM                        1
      114018852            9/1/2005         IA               50237        SINGFAM                        1
      114020124            9/1/2005         NV               89115        SINGFAM                        1
      114020316           10/1/2005         MI               48080        SINGFAM                        1
      114028302            9/1/2005         FL               32801        CONDO                          1
      114106307            9/1/2005         OH               45249        SINGFAM                        1
      114113684            9/1/2005         FL               34787        PUD                            1
      114116924            9/1/2005         FL               32828        PUD                            1
      114148490            9/1/2005         NC               28056        PUD                            1
      114180299            9/1/2005         CA               91352        SINGFAM                        1
      114181899            9/1/2005         CA               92532        PUD                            1
      114186860            9/1/2005         FL               34746        PUD                            1
      114187972            9/1/2005         OH               45241        SINGFAM                        1
      114191452            9/1/2005         CA               95695        SINGFAM                        1
      114192892            9/1/2005         NV               89121        PUD                            1
      114269383            9/1/2005         CA               95833        CONDO                          1
      114278568            9/1/2005         FL               34743        PUD                            1
      114281912            9/1/2005         MO               63129        SINGFAM                        1
      114284056            9/1/2005         CO               81435        PUD                            1
      114342912            9/1/2005         CA               91950        SINGFAM                        1
      114439071            9/1/2005         VA               22815        SINGFAM                        1
      114451864            9/1/2005         IL               60062        CONDO                          1
      114453065            9/1/2005         IN               46038        SINGFAM                        1
      114456017            9/1/2005         NV               89131        PUD                            1
      114457441            9/1/2005         WI               53594        SINGFAM                        1
      114464954           10/1/2005         WA               98282        PUD                            1
      114466034            9/1/2005         CA               90630        SINGFAM                        1
      114574871            9/1/2005         CA               91767        SINGFAM                        1
      114575775            9/1/2005         OR               97007        CONDO                          1
      114583128            9/1/2005         AZ               85086        PUD                            1
      114588985           10/1/2005         OH               44646        SINGFAM                        1
      114589129            9/1/2005         GA               30655        PUD                            1
      114634635            9/1/2005         MI               49230        SINGFAM                        1
      114673045            9/1/2005         AL               35173        SINGFAM                        1
      114676341            9/1/2005         OH               43227        SINGFAM                        1
      114678317            9/1/2005         WI               54016        SINGFAM                        1
      114725163           10/1/2005         CA               92543        SINGFAM                        1
      114762133            9/1/2005         MN               55024        SINGFAM                        1
      114763845           10/1/2005         MO               63043        SINGFAM                        1
      114765541            9/1/2005         AZ               85226        SINGFAM                        1
      114767782           10/1/2005         GA               30043        PUD                            1
      114854230            9/1/2005         MN               55409        SINGFAM                        1
      115135811           10/1/2005         IN               46779        SINGFAM                        1
      115141823            9/1/2005         CA               95758        SINGFAM                        1
      115159748            9/1/2005         UT               84651        SINGFAM                        1
      115188839            9/1/2005         WY               82009        SINGFAM                        1
      115215630            9/1/2005         CO               80224        SINGFAM                        1
      115254044            9/1/2005         OH               44256        SINGFAM                        1
      115271583            9/1/2005         UT               84043        SINGFAM                        1
      115334735           10/1/2005         TN               37405        SINGFAM                        1
      115340559           10/1/2005         MI               48313        CONDO                          1
      120253444           10/1/2005         OH               45322        SINGFAM                        1
       38862132            2/1/2005         IA               50563        SINGFAM                        1
       43587989            2/1/2005         NJ                8021        SINGFAM                        1
       44502201            2/1/2005         WI               53202        CONDO                          1
       45821808            2/1/2005         MI               48083        SINGFAM                        1
       47161146            2/1/2005         MI               49315        CONDO                          1
      136060241            2/1/2005         FL               33033        SINGFAM                        1
      136450087            2/1/2005         TX               77005        SINGFAM                        1
       31110885            5/1/2005         FL               32259        SINGFAM                        1
     1175729505            9/1/2005         MI               48380        SINGFAM                        1
     1175893210            9/1/2005         MI               48047        CONDO                          1
     1176086952           10/1/2005         MI               48220        SINGFAM                        1
     1674061670            9/1/2005         MI               48240        SINGFAM                        1
     1675177730            9/1/2005         MI               48060        SINGFAM                        1
     1675194723            9/1/2005         MI               48390        CONDO                          1
     1675292989            9/1/2005         MI               48085        CONDO                          1
     1675462816            9/1/2005         MI               48066        SINGFAM                        1
     1675599367            9/1/2005         MI               48315        SINGFAM                        1
     1675682854            9/1/2005         MI               48065        SINGFAM                        1
     1675695644            9/1/2005         NV               89149        CONDO                          1
     1675864283            9/1/2005         MI               48353        SINGFAM                        1
     1675909871            9/1/2005         MI               48044        PUD                            1
     4674788479            9/1/2005         NC               28734        SINGFAM                        1
     4675032423            9/1/2005         NC               28546        SINGFAM                        1
     4675246536            9/1/2005         MI               48179        SINGFAM                        1
     4675536093            9/1/2005         MI               48230        SINGFAM                        1
     4675601050            9/1/2005         MI               48089        SINGFAM                        1
     4675636092            9/1/2005         NJ                8753        SINGFAM                        1
     4675653574            9/1/2005         FL               32216        CONDO                          1
     4675654493            9/1/2005         MI               48170        CONDO                          1
     4675676029            8/1/2005         VA               23434        SINGFAM                        1
     4675697755            9/1/2005         CA               93722        CONDO                          1
     4675704266            9/1/2005         NC               27513        PUD                            1
     4675767119            9/1/2005         FL               32044        SINGFAM                        1
     4675775059            9/1/2005         OR               97540        SINGFAM                        1
     4675806633            9/1/2005         MI               48912        SINGFAM                        1
     4675828525            9/1/2005         ME                4021        SINGFAM                        1
     4675915636           10/1/2005         IL               60491        SINGFAM                        1
     4675921690            9/1/2005         CO               80537        PUD                            1
     4675924674            9/1/2005         FL               32958        PUD                            1
     4675957755            9/1/2005         AR               72143        SINGFAM                        1
     4675964709            9/1/2005         HI               96817        SINGFAM                        1
     4675972135            9/1/2005         PA               15563        SINGFAM                        1
     4875662584            8/1/2005         NJ                7462        SINGFAM                        1
     4875967153            9/1/2005         MD               21234        SINGFAM                        1
     4876030899            9/1/2005         VA               22405        PUD                            1
     4876059330            9/1/2005         SC               29492        PUD                            1
     4975824664            9/1/2005         SC               29466        PUD                            1
     4975866824            9/1/2005         NY               12590        SINGFAM                        1
     4975892554            9/1/2005         MD               21875        SINGFAM                        1
     4975977234            9/1/2005         WV               26047        SINGFAM                        1
     7275368978            8/1/2005         MI               48205        SINGFAM                        1
     7275816258            9/1/2005         MI               48721        SINGFAM                        1
     7275936846            9/1/2005         MI               48462        SINGFAM                        1
     7276048927            9/1/2005         MI               48836        SINGFAM                        1
     1174702810            9/1/2005         MI               48519        SINGFAM                        1
     1175193464            9/1/2005         MI               49201        SINGFAM                        1
     1175398761           10/1/2005         IL               60647        CONDO                          1
     1175656830            9/1/2005         MI               48197        CONDO                          1
     1175697692            9/1/2005         MI               48101        SINGFAM                        1
     1175800516            9/1/2005         MI               48442        SINGFAM                        1
     1175819699            9/1/2005         MI               48094        CONDO                          1
     1175891608            9/1/2005         MI               48230        2FAM                           2
     1175997086            9/1/2005         MI               48179        SINGFAM                        1
     1176079773            9/1/2005         MI               48009        CONDO                          1
     1675558247            8/1/2005         MI               48210        2FAM                           2
     1675577866            9/1/2005         MI               48390        SINGFAM                        1
     1675634815            9/1/2005         MI               48146        SINGFAM                        1
     1675752768            9/1/2005         MI               48843        SINGFAM                        1
     1675904398            9/1/2005         MI               48021        SINGFAM                        1
     1675918220            9/1/2005         MI               48350        SINGFAM                        1
     1676024552            9/1/2005         MI               49503        SINGFAM                        1
     4673748445            9/1/2005         AZ               85374        PUD                            1
     4674338350            9/1/2005         MO               65712        SINGFAM                        1
     4674723881            8/1/2005         CO               80210        SINGFAM                        1
     4674868631           10/1/2005         NY               10701        CONDO                          1
     4674933216            9/1/2005         PA               18353        SINGFAM                        1
     4675207360            9/1/2005         IL               60451        SINGFAM                        1
     4675313670            9/1/2005         MI               49036        SINGFAM                        1
     4675316862            9/1/2005         MI               48170        SINGFAM                        1
     4675372772            9/1/2005         MI               48910        SINGFAM                        1
     4675402479            8/1/2005         HI               96712        CONDO                          1
     4675458985            9/1/2005         AR               72160        SINGFAM                        1
     4675579079            8/1/2005         OH               43616        SINGFAM                        1
     4675598816            9/1/2005         MI               48186        SINGFAM                        1
     4675625148            9/1/2005         FL               32804        SINGFAM                        1
     4675634841            9/1/2005         NC               28734        SINGFAM                        1
     4675674761            9/1/2005         IL               60406        2FAM                           2
     4675688930            9/1/2005         MI               48377        SINGFAM                        1
     4675708050            9/1/2005         MD               21217        SINGFAM                        1
     4675746499            9/1/2005         IN               46077        PUD                            1
     4675757494            9/1/2005         MI               48340        SINGFAM                        1
     4675760739            9/1/2005         NC               28212        SINGFAM                        1
     4675793248            9/1/2005         WI               53575        SINGFAM                        1
     4675824413            9/1/2005         TX               78249        PUD                            1
     4675835340            9/1/2005         DE               19720        SINGFAM                        1
     4675843345            9/1/2005         SC               29204        SINGFAM                        1
     4675847717            9/1/2005         MI               48910        SINGFAM                        1
     4675860242            9/1/2005         NJ                7712        SINGFAM                        1
     4675885607            9/1/2005         GA               30189        PUD                            1
     4675922984            9/1/2005         NH                3109        SINGFAM                        1
     4675932350            9/1/2005         MI               48362        SINGFAM                        1
     4675947780            9/1/2005         IL               60441        SINGFAM                        1
     4675954023            9/1/2005         AL               36277        SINGFAM                        1
     4675955751            9/1/2005         PA               19468        PUD                            1
     4675977550            9/1/2005         VA               20136        TOWNHOUSE                      1
     4675979026            9/1/2005         CA               91773        PUD                            1
     4675986576            9/1/2005         MI               49002        SINGFAM                        1
     4675989215            9/1/2005         SC               29645        SINGFAM                        1
     4675998714            9/1/2005         MI               48322        SINGFAM                        1
     4675999723            9/1/2005         CA               94598        SINGFAM                        1
     4676018666            9/1/2005         MD               21122        SINGFAM                        1
     4676046974            9/1/2005         MD               21226        TOWNHOUSE                      1
     4676060724            9/1/2005         AL               35757        SINGFAM                        1
     4676064749            9/1/2005         MI               48336        SINGFAM                        1
     4676085850            9/1/2005         MD               21117        PUD                            1
     4676086867            9/1/2005         MA                2131        CONDO                          1
     4676098542            9/1/2005         AL               35903        SINGFAM                        1
     4676105040           10/1/2005         NC               27540        SINGFAM                        1
     4875498441            8/1/2005         OH               44023        SINGFAM                        1
     4875527792            9/1/2005         VA               24132        SINGFAM                        1
     4875634314            9/1/2005         NC               27837        SINGFAM                        1
     4875696161            9/1/2005         NJ                8009        SINGFAM                        1
     4875704427            9/1/2005         IL               60073        SINGFAM                        1
     4875745831           10/1/2005         MI               48237        SINGFAM                        1
     4875944695            9/1/2005         MI               48073        SINGFAM                        1
     4876015797            9/1/2005         MI               48030        SINGFAM                        1
     4975144804            9/1/2005         MI               48220        SINGFAM                        1
     4975703787            8/1/2005         MI               48195        SINGFAM                        1
     4975813709            9/1/2005         MI               48062        SINGFAM                        1
     4975816659            9/1/2005         MI               48187        SINGFAM                        1
     4975855407            9/1/2005         ME                4042        SINGFAM                        1
     4975868570            9/1/2005         NC               28173        PUD                            1
     4975909900            9/1/2005         GA               30139        SINGFAM                        1
     4975917344            9/1/2005         NJ                8757        SINGFAM                        1
     4975965913            9/1/2005         MI               48161        SINGFAM                        1
     4975998548            9/1/2005         FL               32547        CONDO                          1
     4976022558            9/1/2005         MI               48356        SINGFAM                        1
     4976044924           10/1/2005         MI               48124        SINGFAM                        1
     7275570079            9/1/2005         MI               48362        SINGFAM                        1
     7275728463           10/1/2005         MI               48188        CONDO                          1
     7275760940            9/1/2005         MI               48073        SINGFAM                        1
     7275761563            9/1/2005         MI               48188        SINGFAM                        1
     7275873747            9/1/2005         MI               49251        SINGFAM                        1
     7275958736           10/1/2005         MI               48186        SINGFAM                        1
     7275975521            9/1/2005         MI               48135        SINGFAM                        1
     7276049848            9/1/2005         MI               48375        SINGFAM                        1
     7276050028            9/1/2005         MI               48085        SINGFAM                        1
     7276135500            9/1/2005         MI               48382        SINGFAM                        1
        4127928            7/1/2005         WA               98406        SINGFAM                        1
        4138579            8/1/2005         AZ               85085        PUD                            1
        4150807            8/1/2005         CT                6281        SINGFAM                        1
        4178393            8/1/2005         AZ               85379        PUD                            1
        4185655            8/1/2005         MD               21201        CONDO                          1
        4187822            8/1/2005         WA               98001        SINGFAM                        1
        4191670            8/1/2005         NV               89502        SINGFAM                        1
        4194314            8/1/2005         FL               32730        SINGFAM                        1
        4194977            8/1/2005         VA               22405        PUD                            1
        4196256            8/1/2005         MD               21771        SINGFAM                        1
        4197409            8/1/2005         MD               21114        CONDO                          1
        4197670            8/1/2005         CA               95206        SINGFAM                        1
        4200554            8/1/2005         IL               60613        CONDO                          1
        4203354            8/1/2005         NC               27511        SINGFAM                        1
        4203601            8/1/2005         IL               60112        SINGFAM                        1
        4206191            8/1/2005         CA               92563        SINGFAM                        1
        4207544            8/1/2005         OH               45044        SINGFAM                        1
        4210345            8/1/2005         CA               96001        SINGFAM                        1
        4215814            8/1/2005         VA               23453        PUD                            1
        4216406            8/1/2005         OH               43110        SINGFAM                        1
        4219875            7/1/2005         FL               32746        SINGFAM                        1
        4222270            8/1/2005         VA               22015        CONDO                          1
        4225468            8/1/2005         GA               30075        SINGFAM                        1
        4305741            9/1/2005         IL               61701        CONDO                          1
        4306550            9/1/2005         VA               22406        PUD                            1
        4306686            8/1/2005         NV               89521        PUD                            1
        4306878            9/1/2005         IL               61821        SINGFAM                        1
        4308674            8/1/2005         IL               60614        CONDO                          1
        4309232            8/1/2005         VA               22026        PUD                            1
        4309422            9/1/2005         NV               89123        PUD                            1
        4310780            8/1/2005         WA               98023        CONDO                          1
        4311461            9/1/2005         CA               95691        CONDO                          1
        4311705            9/1/2005         AZ               85201        SINGFAM                        1
        4314182            8/1/2005         MD               21701        SINGFAM                        1
        4314485            9/1/2005         VA               22554        SINGFAM                        1
        4315366            9/1/2005         CA               93313        SINGFAM                        1
        4317304            8/1/2005         SC               29582        CONDO                          1
        4318347            9/1/2005         VA               23435        SINGFAM                        1
        4319542            9/1/2005         IL               61761        SINGFAM                        1
        4320378            8/1/2005         GA               30101        PUD                            1
        4322932            9/1/2005         CA               92374        SINGFAM                        1
        1776085            8/1/2005         TN               37042        SINGFAM                        1
        3379375            8/1/2005         OH               43082        CONDO                          1
        3380227            8/1/2005         MO               64109        SINGFAM                        1
        3380476            8/1/2005         VA               23608        SINGFAM                        1
        3381114            9/1/2005         FL               33549        PUD                            1
        3381200            8/1/2005         CA               95366        SINGFAM                        1
        3381217            8/1/2005         WA               98002        SINGFAM                        1
        4048866            8/1/2005         SC               29445        SINGFAM                        1
        4058337            6/1/2005         OH               45231        SINGFAM                        1
        4085412            8/1/2005         WA               99206        SINGFAM                        1
        4095937            8/1/2005         VA               24153        SINGFAM                        1
        4153838            8/1/2005         VA               23453        SINGFAM                        1
        4173126            8/1/2005         PA               17268        SINGFAM                        1
        4182310            8/1/2005         CA               91913        CONDO                          1
        4184590            8/1/2005         CA               92563        SINGFAM                        1
        4185656            8/1/2005         VA               23462        CONDO                          1
        4193956            8/1/2005         CA               95207        PUD                            2
        4197881            9/1/2005         NV               89403        SINGFAM                        1
        4198525            8/1/2005         WA               99206        SINGFAM                        1
        4200849            8/1/2005         OH               43566        CONDO                          1
        4209968            8/1/2005         MD               20817        SINGFAM                        1
        4210168            9/1/2005         MA                2660        SINGFAM                        1
        4212901            8/1/2005         VA               23323        SINGFAM                        1
        4218871            8/1/2005         OH               44077        SINGFAM                        1
        4222429            8/1/2005         NJ                7732        CONDO                          1
        4227411            6/1/2005         MT               59725        SINGFAM                        1
        4228153            8/1/2005         CA               95355        SINGFAM                        1
        4228978            8/1/2005         CA               92025        SINGFAM                        1
        4233957            8/1/2005         FL               32259        PUD                            1
        4234424            8/1/2005         VA               23451        CONDO                          1
        4234469            8/1/2005         NJ                8554        SINGFAM                        1
        4234580            9/1/2005         MN               55418        SINGFAM                        1
        4235112            8/1/2005         NM               87507        SINGFAM                        1
        4237000            8/1/2005         OH               43230        SINGFAM                        1
        4237109            8/1/2005         MD               20785        SINGFAM                        1
        4237242            8/1/2005         NY               12528        SINGFAM                        1
        4239734            8/1/2005         IL               61428        SINGFAM                        1
        4241592            8/1/2005         MD               21704        PUD                            1
        4242771            8/1/2005         FL               33626        CONDO                          1
        4245526            8/1/2005         MI               48326        CONDO                          1
        4248323            8/1/2005         VA               23464        SINGFAM                        1
        4248329            9/1/2005         SC               29455        PUD                            1
        4252418            8/1/2005         NV               89436        PUD                            1
        4252429            8/1/2005         NV               89436        PUD                            1
        4252581            8/1/2005         VA               22304        CONDO                          1
        4252851            8/1/2005         CO               80631        PUD                            1
        4253259            8/1/2005         MD               20901        SINGFAM                        1
        4253970            8/1/2005         VA               20155        PUD                            1
        4254660            8/1/2005         MD               20902        SINGFAM                        1
        4254835            8/1/2005         MD               21061        SINGFAM                        1
        4255262            8/1/2005         MD               21202        CONDO                          1
        4260557            8/1/2005         OH               45246        CONDO                          1
        4260586            8/1/2005         MI               48439        SINGFAM                        1
        4260590            8/1/2005         MI               48439        CONDO                          1
        4261075            8/1/2005         OH               45215        SINGFAM                        1
        4261239            8/1/2005         MD               21102        SINGFAM                        1
        4264672            8/1/2005         DC               20008        CONDO                          1
        4264784            8/1/2005         WA               98402        CONDO                          1
        4266949            8/1/2005         AZ               85042        PUD                            1
        4267099            8/1/2005         VA               23456        PUD                            1
        4267455            8/1/2005         NV               89506        PUD                            1
        4267586            8/1/2005         NV               89523        SINGFAM                        1
        4267932            8/1/2005         VA               23454        SINGFAM                        1
        4269703            8/1/2005         CA               92808        CONDO                          1
        4272481            8/1/2005         VA               23452        SINGFAM                        1
        4273135            9/1/2005         PA               18078        SINGFAM                        1
        4273214            8/1/2005         OH               45714        SINGFAM                        1
        4273227            8/1/2005         NC               28411        SINGFAM                        1
        4275200            8/1/2005         VA               23322        SINGFAM                        1
        4275404            8/1/2005         VA               23454        SINGFAM                        1
        4275467            8/1/2005         MD               21012        CONDO                          1
        4275739            9/1/2005         OR               97477        SINGFAM                        1
        4275876            8/1/2005         VA               22205        SINGFAM                        1
        4277625            8/1/2005         FL               33543        PUD                            1
        4278548            8/1/2005         VA               23320        PUD                            1
        4278566            9/1/2005         IL               60614        CONDO                          1
        4279342            8/1/2005         VA               23320        PUD                            1
        4279555            8/1/2005         OR               97504        PUD                            1
        4281511            8/1/2005         WA               98682        PUD                            1
        4286101            8/1/2005         NY               10541        CONDO                          1
        4289519            8/1/2005         MD               20876        CONDO                          1
        4289533            8/1/2005         DC               20012        SINGFAM                        1
        4289577            9/1/2005         VA               23453        SINGFAM                        1
        4289594            9/1/2005         NC               28115        SINGFAM                        1
        4291973            8/1/2005         WA               98611        SINGFAM                        1
        4292144            8/1/2005         DC               20003        SINGFAM                        1
        4294989            8/1/2005         NV               89431        SINGFAM                        1
        4295061            9/1/2005         VA               22310        CONDO                          1
        4295115            9/1/2005         FL               33594        PUD                            1
        4298203            8/1/2005         FL               34472        PUD                            1
        4298498            9/1/2005         MI               48167        PUD                            1
        4305667            9/1/2005         CA               92532        PUD                            1
        4305808            9/1/2005         AR               72113        PUD                            1
        4306113            8/1/2005         GA               30107        PUD                            1
        4312438            8/1/2005         VA               20176        PUD                            1
        4313781            9/1/2005         WA               98126        SINGFAM                        1
        4314343            8/1/2005         NV               94065        SINGFAM                        1
        4314353            8/1/2005         CO               80234        PUD                            1
        4316897            9/1/2005         VA               20141        SINGFAM                        1
        4321486            9/1/2005         HI               96753        PUD                            1



loanid                  ownocc                     loanpurp                   origbal              currbal
------------------------------------------------------------------------------------------------------------------
        4140018         PRIMARY                    PURCH                             313176                313176
        4298414         INVESTOR                   REFICASHOUT                       204000                204000
        4312416         PRIMARY                    REFIRT                            394000             393250.36
        4332795         PRIMARY                    PURCH                             240800                240800
        4354687         PRIMARY                    PURCH                             339000             338909.95
        4104041         PRIMARY                    PURCH                             216000             215750.06
        4298132         PRIMARY                    PURCH                             300000                300000
        4315097         PRIMARY                    REFICASHOUT                       448000                448000
        4334969         INVESTOR                   PURCH                             234400                234400
        4357193         PRIMARY                    PURCH                             150000                150000
        4269722         PRIMARY                    PURCH                            1500000            1496874.64
        4313282         PRIMARY                    PURCH                             268000                268000
        4347552         PRIMARY                    REFICASHOUT                       398000                398000
       86984275         PRIMARY                    PURCH                             320000             319393.64
       86993862         PRIMARY                    PURCH                             582950                582950
       87206082         PRIMARY                    PURCH                             407350             407349.99
       87359691         PRIMARY                    PURCH                             264000                264000
       87412771         PRIMARY                    PURCH                             632000                632000
       87415477         PRIMARY                    REFICASHOUT                       200000             199984.99
       87481529         PRIMARY                    PURCH                             650000                650000
       87627030         PRIMARY                    PURCH                             284000                284000
       87631321         PRIMARY                    PURCH                             523400             523399.99
       87662656         PRIMARY                    PURCH                             485000                485000
       87666079         PRIMARY                    PURCH                             628000             627999.99
       87675930         PRIMARY                    PURCH                             516000                516000
       87683017         PRIMARY                    PURCH                             328000              327942.5
       87730123         PRIMARY                    REFICASHOUT                       240000                240000
       87751459         PRIMARY                    REFIRT                            252000                252000
       87756524         PRIMARY                    PURCH                             616000             615999.99
       87763587         PRIMARY                    PURCH                             443950                443950
       87772695         PRIMARY                    REFIRT                            255200             255199.99
       87785473         PRIMARY                    REFICASHOUT                       520000                520000
       87793774         PRIMARY                    PURCH                             340000                340000
       87819272         PRIMARY                    REFICASHOUT                       188000                188000
       87852141         PRIMARY                    REFIRT                            112300                112300
       87863304         PRIMARY                    PURCH                             264000                264000
       87865689         PRIMARY                    PURCH                             168000                168000
       87865739         PRIMARY                    PURCH                             240850                240850
       87875316         PRIMARY                    PURCH                             120000                120000
       87878617         PRIMARY                    PURCH                             303700              303218.5
       87883567         PRIMARY                    PURCH                             199900                199900
       87883997         PRIMARY                    REFICASHOUT                       371250                371250
       87888855         PRIMARY                    PURCH                             295200                295200
       87892402         PRIMARY                    PURCH                             126400             126399.99
       87896296         PRIMARY                    PURCH                             439900             439899.99
       87897724         PRIMARY                    REFIRT                            350000                350000
       87899092         PRIMARY                    REFICASHOUT                       460000             459999.99
       87900189         PRIMARY                    PURCH                             312000                312000
       87917761         INVESTOR                   PURCH                             198800             198799.99
       87920609         PRIMARY                    REFIRT                            191250                191250
       87922480         PRIMARY                    PURCH                             360000                360000
       87928628         PRIMARY                    PURCH                             424000             423999.99
       87931739         PRIMARY                    REFIRT                            240000                240000
       87938460         PRIMARY                    PURCH                             264000                263985
       87939781         PRIMARY                    PURCH                             444000                444000
       87945085         PRIMARY                    REFICASHOUT                       278400                278400
       87945192         PRIMARY                    PURCH                             236000             235955.42
       87955522         PRIMARY                    PURCH                             171600                171600
       87957239         PRIMARY                    PURCH                             491000                491000
       87958468         PRIMARY                    PURCH                             268000                268000
       87960696         PRIMARY                    REFIRT                            232000             231968.16
       87962833         PRIMARY                    PURCH                             244000                244000
       87964839         PRIMARY                    REFIRT                            560000                560000
       87966610         PRIMARY                    PURCH                             324000                324000
       87969713         PRIMARY                    PURCH                             572000                572000
       87970950         PRIMARY                    PURCH                             452000             451999.99
       87975322         PRIMARY                    PURCH                             118300             118299.98
       87976536         PRIMARY                    PURCH                             456000                456000
       87979001         PRIMARY                    PURCH                             455200                455200
       87982773         PRIMARY                    REFICASHOUT                       320000             319933.32
       87983854         PRIMARY                    PURCH                             447850             447849.99
       87984100         PRIMARY                    REFIRT                            270000                270000
       87984977         PRIMARY                    REFICASHOUT                       442000              441999.8
       87988010         PRIMARY                    REFICASHOUT                       300000                300000
       87988754         PRIMARY                    PURCH                             110450             110449.99
       87989190         PRIMARY                    PURCH                             480000                480000
       87989406         PRIMARY                    REFIRT                            462400             462399.99
       87990123         PRIMARY                    PURCH                             226400                226400
       87992715         PRIMARY                    PURCH                             138000                138000
       87993945         PRIMARY                    PURCH                             220000             219999.99
       87995866         PRIMARY                    REFICASHOUT                       248000                248000
       87996047         PRIMARY                    PURCH                             600000                600000
       87996112         PRIMARY                    PURCH                             404000             403999.99
       87996310         PRIMARY                    REFICASHOUT                       432000                432000
       87996492         PRIMARY                    REFIRT                            158000             157999.99
       87996625         PRIMARY                    PURCH                             284000                284000
       87996690         PRIMARY                    REFIRT                            268000                268000
       87997037         PRIMARY                    PURCH                             188000             187999.99
       87998563         PRIMARY                    REFICASHOUT                       432000                432000
       87999983         PRIMARY                    REFICASHOUT                       460000                460000
       88000641         PRIMARY                    REFIRT                            600000                600000
       88003058         PRIMARY                    PURCH                             212000                212000
       88004957         PRIMARY                    PURCH                             348000                348000
       88006952         PRIMARY                    REFICASHOUT                       648750             646913.25
       88011135         PRIMARY                    PURCH                             508400             508399.99
       88012828         PRIMARY                    PURCH                             456000                456000
       88018775         PRIMARY                    PURCH                             380000                380000
       88019179         PRIMARY                    PURCH                             264000                264000
       88019997         PRIMARY                    PURCH                             397600                397600
       88020615         PRIMARY                    PURCH                             224000             223999.99
       88022249         PRIMARY                    PURCH                             409600             409562.34
       88023064         PRIMARY                    REFIRT                            305000                305000
       88026216         PRIMARY                    PURCH                             478000                478000
       88026489         PRIMARY                    REFIRT                            164000                164000
       88026570         PRIMARY                    REFICASHOUT                       311250                311250
       88027966         PRIMARY                    PURCH                             424000                424000
       88031828         PRIMARY                    PURCH                             180000             179999.49
       88031919         PRIMARY                    REFIRT                            520000                520000
       88033725         PRIMARY                    PURCH                             272000             271999.99
       88033824         PRIMARY                    PURCH                             479200                479200
       88034228         PRIMARY                    REFICASHOUT                       116000                116000
       88034707         PRIMARY                    PURCH                             169850             169849.99
       88034855         PRIMARY                    PURCH                             344000             343999.99
       88036041         PRIMARY                    PURCH                             412000                412000
       88036694         PRIMARY                    REFIRT                            320000             319703.61
       88039748         PRIMARY                    REFICASHOUT                       712000                712000
       88040860         PRIMARY                    PURCH                             420000                420000
       88041041         PRIMARY                    PURCH                             460000                460000
       88042940         PRIMARY                    PURCH                             292000                292000
       88044755         PRIMARY                    PURCH                             124000             123791.04
       88045414         PRIMARY                    PURCH                             158400                158400
       88045430         PRIMARY                    PURCH                             520000                520000
       88045711         PRIMARY                    PURCH                             388000                388000
       88045950         PRIMARY                    PURCH                             169600                169600
       88046040         PRIMARY                    REFIRT                            267300                267300
       88046982         PRIMARY                    REFICASHOUT                       698000                698000
       88050422         PRIMARY                    REFIRT                            208500             208476.76
       88050893         PRIMARY                    PURCH                             460000                460000
       88051487         PRIMARY                    REFIRT                            217000                217000
       88055405         PRIMARY                    PURCH                             110000             109745.43
       88059209         PRIMARY                    PURCH                             358400             358399.99
       88060322         PRIMARY                    REFICASHOUT                       480000                480000
       88061288         PRIMARY                    PURCH                             540000                540000
       88062690         PRIMARY                    PURCH                             377300             377299.99
       88063532         PRIMARY                    PURCH                             226500                226500
       88063771         PRIMARY                    REFICASHOUT                       455200                455200
       88064316         PRIMARY                    PURCH                             354000                354000
       88068002         PRIMARY                    PURCH                             480200                480200
       88068705         PRIMARY                    PURCH                             240000                240000
       88069398         PRIMARY                    PURCH                             438800                438800
       88070180         PRIMARY                    PURCH                             343200                343200
       88071105         PRIMARY                    REFIRT                            436000                436000
       88072160         PRIMARY                    REFIRT                            570000                570000
       88072970         PRIMARY                    PURCH                             240000             239958.53
       88074166         PRIMARY                    PURCH                             144000             143738.93
       88074562         PRIMARY                    REFICASHOUT                       500000                500000
       88077151         PRIMARY                    PURCH                             251900                251900
       88078860         PRIMARY                    REFIRT                             96000                 96000
       88079371         PRIMARY                    PURCH                             261000                261000
       88081740         PRIMARY                    PURCH                             176000                176000
       88082243         PRIMARY                    REFICASHOUT                       408800                408800
       88083001         PRIMARY                    PURCH                             167900                167900
       88085782         PRIMARY                    REFIRT                            484000             481227.08
       88087978         PRIMARY                    PURCH                             304000                304000
       88088299         PRIMARY                    PURCH                             545600                545600
        4290116         PRIMARY                    PURCH                             148800                148491
        4290336         INVESTOR                   PURCH                              97600                 97600
        4290372         INVESTOR                   PURCH                             140000                140000
        4290506         PRIMARY                    REFIRT                            228000              227230.1
        4290563         PRIMARY                    REFICASHOUT                       144000             143535.98
        4291698         INVESTOR                   PURCH                              76000                 76000
        4292567         INVESTOR                   PURCH                             161600                161600
        4292578         PRIMARY                    PURCH                             307900                307900
        4292627         INVESTOR                   PURCH                             232000                232000
        4292663         PRIMARY                    REFICASHOUT                       140000             139540.93
        4292696         PRIMARY                    PURCH                             320000             319999.99
        4292771         PRIMARY                    REFICASHOUT                       329000                329000
        4292934         INVESTOR                   PURCH                             127400             127399.99
        4293028         PRIMARY                    PURCH                             101200             100918.82
        4293044         PRIMARY                    PURCH                             319900              319230.4
        4293074         INVESTOR                   PURCH                             183640                183620
        4293650         INVESTOR                   PURCH                             156000                155990
        4294104         PRIMARY                    PURCH                             303200             303114.72
        4294358         INVESTOR                   REFIRT                            157600                157600
        4295103         PRIMARY                    REFIRT                            140000             139962.03
        4295243         PRIMARY                    PURCH                             300000             299077.89
        4295773         PRIMARY                    PURCH                              90000                 90000
        4295782         PRIMARY                    REFICASHOUT                       256000                256000
        4296344         PRIMARY                    PURCH                             191950              191949.6
        4296386         PRIMARY                    PURCH                             352000                352000
        1776305         PRIMARY                    PURCH                             346900                346900
        1777315         PRIMARY                    PURCH                             290056                289985
        3196829         PRIMARY                    REFICASHOUT                       166500                166450
        3196917         PRIMARY                    PURCH                             170000             169477.46
        3379777         PRIMARY                    PURCH                             174320             173795.65
        3380717         INVESTOR                   PURCH                             258700             258635.32
        3381104         PRIMARY                    REFICASHOUT                       101600             101599.71
        3381205         INVESTOR                   PURCH                             185120             184615.21
        3508145         SECONDHOME                 PURCH                             238800             238048.42
        3542670         PRIMARY                    PURCH                             160160                160160
        3575676         PRIMARY                    PURCH                             140600                140600
        3604349         PRIMARY                    PURCH                             243850                243850
        3785152         PRIMARY                    PURCH                             251135             250609.34
        3843647         PRIMARY                    PURCH                             175700             175159.94
        3885536         PRIMARY                    REFICASHOUT                       205000                205000
        3891807         PRIMARY                    PURCH                             208600                208600
        3903651         PRIMARY                    PURCH                             210849                210849
        3989287         PRIMARY                    PURCH                             252348                252348
        4024937         PRIMARY                    PURCH                             264150                264150
        4030637         PRIMARY                    PURCH                             289000                289000
        4050609         PRIMARY                    PURCH                             104328             103965.66
        4064177         PRIMARY                    REFIRT                            177300             176815.14
        4073345         PRIMARY                    PURCH                             359650             359561.96
        4113560         PRIMARY                    REFIRT                            245000                245000
        4123789         INVESTOR                   PURCH                              92700                 92700
        4125102         PRIMARY                    PURCH                             250000                250000
        4228708         PRIMARY                    REFICASHOUT                       279000             278049.41
        4229146         PRIMARY                    PURCH                             223200             223199.34
        4231306         PRIMARY                    REFICASHOUT                       221600                221600
        4227394         PRIMARY                    PURCH                             235000             233702.02
        4228751         INVESTOR                   PURCH                              78320              78319.36
        4231388         PRIMARY                    PURCH                             196720             196129.54
        4231492         PRIMARY                    PURCH                             168000             167432.69
        4234155         PRIMARY                    PURCH                             220000                216900
        4234219         PRIMARY                    REFICASHOUT                       310000                310000
        4234406         PRIMARY                    PURCH                             142000                142000
        4234675         PRIMARY                    PURCH                             174360             173768.03
        4235084         INVESTOR                   REFICASHOUT                       135000                135000
        4235150         INVESTOR                   REFICASHOUT                       125600                125600
        4236716         PRIMARY                    REFICASHOUT                       180000                180000
        4237437         PRIMARY                    PURCH                             168300                168300
        4237485         PRIMARY                    PURCH                             293600                293600
        4239144         PRIMARY                    REFICASHOUT                       359650             358518.06
        4239638         PRIMARY                    PURCH                             180800             180203.57
        4239775         INVESTOR                   REFICASHOUT                       172125             172094.73
        4239781         INVESTOR                   REFICASHOUT                        82500              82398.97
        4240223         SECONDHOME                 PURCH                             218450                218450
        4241662         PRIMARY                    REFICASHOUT                       237000                237000
        4242038         PRIMARY                    REFIRT                            251500                251500
        4242085         PRIMARY                    PURCH                             131200             130796.39
        4242212         PRIMARY                    REFIRT                            164000             163557.52
        4242215         PRIMARY                    REFICASHOUT                       234500                234500
        4242421         PRIMARY                    REFICASHOUT                       180000                180000
        4242488         PRIMARY                    REFICASHOUT                       236500             235701.38
        4242715         PRIMARY                    PURCH                              70200                 70200
        4231126         INVESTOR                   PURCH                             170400                170400
        4242897         PRIMARY                    REFIRT                            280000                280000
        4242915         PRIMARY                    REFICASHOUT                       168000                168000
        4243042         INVESTOR                   PURCH                             300000             299181.95
        4243440         PRIMARY                    PURCH                             276000                276000
        4243752         INVESTOR                   PURCH                             189400                189400
        4245099         PRIMARY                    REFICASHOUT                       224000             223838.14
        4245411         PRIMARY                    PURCH                             312050             311906.36
        4248038         INVESTOR                   PURCH                             208800                208800
        4248110         PRIMARY                    REFICASHOUT                       200000             199737.99
        4248169         INVESTOR                   REFICASHOUT                       165000                165000
        4248310         PRIMARY                    PURCH                             127200             126799.65
        4248378         PRIMARY                    PURCH                             272000             271999.99
        4248493         PRIMARY                    REFIRT                            217000                217000
        4248501         PRIMARY                    PURCH                             155200             154875.14
        4248726         PRIMARY                    REFICASHOUT                       285000             284037.63
        4253781         PRIMARY                    REFICASHOUT                       210000             209749.92
        4253973         PRIMARY                    REFIRT                            272200             272165.28
        4254038         PRIMARY                    PURCH                             130000             129639.46
        4254439         PRIMARY                    REFICASHOUT                       292800                292800
        4254625         PRIMARY                    REFICASHOUT                       294000                294000
        4255213         PRIMARY                    PURCH                             172600              172591.3
        4255474         INVESTOR                   PURCH                             143200             142597.25
        4255699         INVESTOR                   PURCH                             148000                148000
        4260646         PRIMARY                    PURCH                             256000                256000
        4260660         PRIMARY                    PURCH                             232400             231596.75
        4260841         PRIMARY                    PURCH                             311920                311920
        4260901         INVESTOR                   PURCH                             188000                188000
        4260978         PRIMARY                    REFIRT                            137000             136558.55
        4261195         PRIMARY                    REFICASHOUT                       320000             319039.51
        4262395         INVESTOR                   PURCH                             188000              187470.4
        4262430         PRIMARY                    REFICASHOUT                       232000                232000
        4262456         PRIMARY                    REFICASHOUT                       308000              307999.2
        4262493         PRIMARY                    PURCH                             212400                212400
        4262879         PRIMARY                    REFIRT                            197500                197500
        4264382         PRIMARY                    REFICASHOUT                       324000                324000
        4264627         INVESTOR                   PURCH                             200000                200000
        4264690         PRIMARY                    REFICASHOUT                       240000             239296.61
        4264967         PRIMARY                    PURCH                             111900             111828.48
        4265778         PRIMARY                    REFICASHOUT                       352000                352000
        4266899         PRIMARY                    PURCH                             270000             269823.22
        4267068         PRIMARY                    REFICASHOUT                       112000                112000
        4267142         PRIMARY                    REFIRT                             94000              93676.52
        4267449         INVESTOR                   PURCH                             140000                140000
        4267539         PRIMARY                    PURCH                             359650             359649.32
        4267627         PRIMARY                    PURCH                             186400             185813.36
        4267890         PRIMARY                    REFICASHOUT                       336000             335999.99
        4269728         INVESTOR                   REFICASHOUT                        90000                 90000
        4269838         INVESTOR                   PURCH                             175200                175200
        4296437         INVESTOR                   PURCH                             155000                155000
        4296444         INVESTOR                   REFICASHOUT                       321750             321749.33
        4296762         INVESTOR                   PURCH                             300000                300000
        4297293         INVESTOR                   PURCH                             259850                259850
        4297408         INVESTOR                   REFIRT                            355000             354998.23
        4297905         SECONDHOME                 PURCH                             116130             116093.71
        4298064         PRIMARY                    REFICASHOUT                       292000                292000
        4298298         PRIMARY                    REFICASHOUT                       115000             114958.93
        4298584         PRIMARY                    REFIRT                            201600             201599.34
        4298909         SECONDHOME                 PURCH                             359600             359599.99
        4299289         INVESTOR                   PURCH                              40000                 40000
        4299695         PRIMARY                    PURCH                             244800                244800
        4299909         PRIMARY                    REFICASHOUT                       236400                236400
        4300572         PRIMARY                    PURCH                             220000                220000
        4300799         INVESTOR                   PURCH                             108000             107971.33
        4300852         INVESTOR                   PURCH                             148000             147989.91
        4300855         PRIMARY                    PURCH                             258800                258800
        4300880         SECONDHOME                 PURCH                             194150             193607.65
        4301107         PRIMARY                    REFICASHOUT                       280000                280000
        4301308         PRIMARY                    PURCH                             134400             134092.74
        4303062         PRIMARY                    REFICASHOUT                       187500                187500
        4303075         INVESTOR                   PURCH                             244000                244000
        4303297         PRIMARY                    REFICASHOUT                       288000                288000
        4303370         PRIMARY                    PURCH                             302100                302100
        4303984         PRIMARY                    PURCH                             162500             162029.99
        4305471         PRIMARY                    PURCH                             197520                197520
        4269908         PRIMARY                    PURCH                             274900             274135.24
        4269991         PRIMARY                    PURCH                             187950                187950
        4270411         PRIMARY                    REFICASHOUT                       244000                244000
        4270513         PRIMARY                    REFIRT                            316000                316000
        4270773         PRIMARY                    PURCH                             156000             155531.76
        4272472         PRIMARY                    PURCH                             324000             323915.62
        4272575         PRIMARY                    REFICASHOUT                       196000             195618.02
        4272576         PRIMARY                    PURCH                              76250                 76250
        4272741         PRIMARY                    PURCH                             153676                153676
        4272842         PRIMARY                    REFIRT                            346400                346400
        4272958         PRIMARY                    PURCH                             250800             250753.49
        4273075         PRIMARY                    PURCH                             344794                344794
        4274156         INVESTOR                   PURCH                             116800                116800
        4275213         INVESTOR                   PURCH                             136050             136036.89
        4275266         PRIMARY                    REFICASHOUT                       280000                280000
        4275594         PRIMARY                    PURCH                             279000                279000
        4275663         PRIMARY                    PURCH                             109600             109194.04
        4275771         INVESTOR                   PURCH                             187160             187058.01
        4275937         PRIMARY                    REFIRT                            146000                146000
        4276162         PRIMARY                    PURCH                             175920             175875.83
        4276176         INVESTOR                   PURCH                             120150                120150
        4276303         INVESTOR                   PURCH                             229600                229600
        4276457         PRIMARY                    PURCH                             271920             236878.35
        4276547         PRIMARY                    PURCH                             180000                180000
        4276621         INVESTOR                   PURCH                             244350                244350
        4277324         PRIMARY                    PURCH                             220000              219894.6
        4278106         INVESTOR                   PURCH                             184000                184000
        4278150         PRIMARY                    PURCH                             120800                120800
        4278382         INVESTOR                   PURCH                             157230                157230
        4278390         PRIMARY                    PURCH                             305600                305600
        4278703         INVESTOR                   PURCH                             160000                160000
        4278760         INVESTOR                   PURCH                             277370                277370
        4278826         PRIMARY                    PURCH                             260000                260000
        4279319         PRIMARY                    REFIRT                            277000             276105.93
        4279535         PRIMARY                    REFIRT                            359650                359650
        4280023         INVESTOR                   PURCH                             156650                156650
        4280763         INVESTOR                   REFICASHOUT                       112000                112000
        4280827         PRIMARY                    PURCH                             235200             234999.52
        4281049         INVESTOR                   REFICASHOUT                        93000              92998.14
        4281174         PRIMARY                    REFICASHOUT                       189000                189000
        4281350         INVESTOR                   REFICASHOUT                       203000                203000
        4281365         PRIMARY                    PURCH                             278000             277795.27
        4281480         INVESTOR                   PURCH                             211500             211499.99
        4281785         PRIMARY                    PURCH                             272000                272000
        4281803         PRIMARY                    REFIRT                            104000                104000
        4282068         INVESTOR                   PURCH                             117200                117200
        4282170         PRIMARY                    REFIRT                            270000                270000
        4282952         PRIMARY                    REFICASHOUT                       359650             359544.47
        4283374         INVESTOR                   PURCH                             110550             110536.65
        4283707         INVESTOR                   PURCH                             168000                168000
        4283972         PRIMARY                    PURCH                             176800                176800
        4283982         INVESTOR                   PURCH                             175500                175500
        4284140         PRIMARY                    PURCH                             141200             140745.02
        4284182         PRIMARY                    PURCH                             220000                220000
        4284223         PRIMARY                    REFICASHOUT                       165900                165900
        4284271         SECONDHOME                 PURCH                             261920                261920
        4284684         PRIMARY                    REFIRT                            156000                156000
        4286335         INVESTOR                   PURCH                             136352                136352
        4286487         INVESTOR                   REFIRT                            238400             238203.36
        4286606         INVESTOR                   PURCH                             306880                306880
        4286674         PRIMARY                    PURCH                              84000                 84000
        4286750         PRIMARY                    REFICASHOUT                       314000             313143.78
        4286938         INVESTOR                   PURCH                             306880                306880
        4286977         INVESTOR                   REFICASHOUT                       135000                135000
        4287245         PRIMARY                    REFICASHOUT                       112000             111701.91
        4287348         PRIMARY                    PURCH                             359650                359650
        4287366         PRIMARY                    REFICASHOUT                       200000                200000
        4287530         PRIMARY                    PURCH                             114000             113665.89
        4287577         PRIMARY                    REFIRT                            210000                210000
        4287929         INVESTOR                   PURCH                             147200                147200
        4288185         INVESTOR                   REFICASHOUT                       106000             105724.65
        4288186         INVESTOR                   REFICASHOUT                       106000             105724.65
        4288190         INVESTOR                   REFICASHOUT                       106000             105724.65
        4288816         INVESTOR                   PURCH                             190000                190000
        4289616         INVESTOR                   PURCH                             171750                171750
        4289906         INVESTOR                   PURCH                             122200                122200
       30670640         PRIMARY                    REFICASHOUT                       330000                330000
       30672083         PRIMARY                    PURCH                             200000                200000
       30673032         PRIMARY                    PURCH                             148000                148000
       30673255         PRIMARY                    REFICASHOUT                       302400                302400
       30673305         PRIMARY                    PURCH                             516000                516000
       30673545         SECONDHOME                 PURCH                             382400             382397.83
       30674121         PRIMARY                    PURCH                             356800                356800
       30674402         PRIMARY                    PURCH                             178800              178388.9
       30674618         PRIMARY                    PURCH                             336000             335905.52
       30675037         PRIMARY                    PURCH                             344800             344143.96
       30675045         PRIMARY                    PURCH                             368000                368000
       30675060         PRIMARY                    PURCH                             279200             278668.78
       30675078         PRIMARY                    PURCH                             142200                142200
       30675508         PRIMARY                    REFICASHOUT                       215000                215000
       30675573         PRIMARY                    PURCH                             584800             584213.57
       30675615         PRIMARY                    REFICASHOUT                       999900                999900
       30675912         PRIMARY                    PURCH                             259950                259950
       30676613         PRIMARY                    REFICASHOUT                       268000                268000
       30676662         PRIMARY                    PURCH                             260000                260000
       30676688         PRIMARY                    REFIRT                            440000                440000
       30676936         PRIMARY                    PURCH                             492000                492000
       30677041         PRIMARY                    PURCH                             176800                176800
       30677249         PRIMARY                    PURCH                             139936             139682.29
        4314944         PRIMARY                    REFICASHOUT                       471000                471000
        4314954         INVESTOR                   PURCH                              44400                 44400
        4315037         PRIMARY                    REFIRT                            296000                296000
        4315858         PRIMARY                    PURCH                             513600                513600
        4317033         PRIMARY                    PURCH                             106400             106177.27
        4319349         PRIMARY                    PURCH                             241000                241000
        4322001         INVESTOR                   PURCH                             262750                262750
        4322272         INVESTOR                   PURCH                             118800                118800
        4322280         INVESTOR                   PURCH                             115400                115400
        4322285         INVESTOR                   PURCH                             115350                115350
        4322289         INVESTOR                   PURCH                             118800                118800
        4322637         PRIMARY                    PURCH                             260000                260000
        4324632         PRIMARY                    REFICASHOUT                       465000             464216.44
        4325097         PRIMARY                    REFICASHOUT                        84000                 84000
        4325198         PRIMARY                    PURCH                             531900                531400
        4325839         PRIMARY                    PURCH                             536000                536000
        4326800         PRIMARY                    REFICASHOUT                       262400                262400
        4327160         PRIMARY                    REFIRT                            420000                420000
        4327166         PRIMARY                    PURCH                             313600             313256.74
        4327207         PRIMARY                    PURCH                             399200             398859.53
        4327507         INVESTOR                   PURCH                             112500                112500
        4327888         PRIMARY                    REFIRT                            512000                512000
        4328830         INVESTOR                   PURCH                             162000                162000
        4329457         PRIMARY                    REFICASHOUT                       300000                299999
        4329536         PRIMARY                    REFICASHOUT                       380000                380000
        4348482         PRIMARY                    PURCH                             168800                168800
        4349261         PRIMARY                    REFIRT                            286000                286000
        4349324         PRIMARY                    REFICASHOUT                       255500                255500
        4350623         PRIMARY                    PURCH                             256000                256000
        4350746         PRIMARY                    REFIRT                            630000                630000
        4351457         INVESTOR                   PURCH                             146949                146949
        4351570         PRIMARY                    PURCH                             176800             176421.07
        4351762         INVESTOR                   REFICASHOUT                       150000                150000
        4351979         INVESTOR                   PURCH                             132000                132000
        4353753         INVESTOR                   REFICASHOUT                       135000                135000
        4354320         INVESTOR                   PURCH                             261000                261000
        4357178         SECONDHOME                 PURCH                             244800                244800
        4357197         INVESTOR                   PURCH                             188000                188000
        4357221         PRIMARY                    PURCH                             231200                231200
        4357235         INVESTOR                   PURCH                             378750              90801.56
        4357520         INVESTOR                   REFIRT                            404000                404000
        4358016         INVESTOR                   PURCH                             840000                840000
        4359110         PRIMARY                    REFIRT                            180000                180000
        4359464         PRIMARY                    PURCH                             438000                438000
        4359622         PRIMARY                    REFICASHOUT                       256000                256000
        4359708         PRIMARY                    REFICASHOUT                       750000                750000
        4360116         PRIMARY                    PURCH                             311200                311200
        4360396         PRIMARY                    PURCH                             568000                568000
        4361488         INVESTOR                   PURCH                             119000                119000
        4361692         INVESTOR                   PURCH                             127500                127500
        4361851         PRIMARY                    PURCH                             680000                680000
        4312626         INVESTOR                   REFICASHOUT                       288750                288750
        4180295         INVESTOR                   PURCH                             197460                197460
        4204044         PRIMARY                    PURCH                             237664                237664
        4204275         PRIMARY                    PURCH                             164000                164000
        4206688         PRIMARY                    PURCH                             467200                467200
        4207595         PRIMARY                    REFICASHOUT                       265600             265118.48
        4212147         SECONDHOME                 PURCH                              95000                 95000
        4212642         PRIMARY                    PURCH                             140400             140392.68
        4214289         PRIMARY                    PURCH                             200000             199340.25
        4216396         PRIMARY                    PURCH                             512000             510978.05
        4217222         PRIMARY                    PURCH                             339900                339900
        4222760         PRIMARY                    REFICASHOUT                       303000                303000
        4234412         PRIMARY                    REFICASHOUT                       492250             491008.91
        4234667         PRIMARY                    PURCH                             184600                184599
        4238300         SECONDHOME                 PURCH                             218970                218970
        4239339         PRIMARY                    PURCH                             384000                384000
        4242786         INVESTOR                   PURCH                              76550                 76550
        4245102         PRIMARY                    REFICASHOUT                       650000             648573.82
        4245396         PRIMARY                    PURCH                             230352                230352
        4248127         PRIMARY                    PURCH                             184400                184400
        4248203         PRIMARY                    PURCH                             122400                122400
        4248387         PRIMARY                    PURCH                             184576                184576
        4254844         INVESTOR                   PURCH                             359650                359650
        4254960         INVESTOR                   PURCH                             270150                270150
        4256769         INVESTOR                   REFICASHOUT                       227200                227200
        4259006         INVESTOR                   REFICASHOUT                       128000             127999.93
        4298530         PRIMARY                    PURCH                              88000              87825.35
        4299726         PRIMARY                    REFICASHOUT                       176000                176000
        4299863         INVESTOR                   REFICASHOUT                       336000                336000
        4300885         INVESTOR                   PURCH                             278850                278850
        4300903         PRIMARY                    PURCH                             481500             481499.99
        4301290         PRIMARY                    PURCH                             288800                288800
        4301349         INVESTOR                   PURCH                             177200             177152.93
        4303960         PRIMARY                    PURCH                             371900                371900
        4304756         PRIMARY                    PURCH                             189900                189900
        4305383         INVESTOR                   REFIRT                            148000                148000
        4305663         PRIMARY                    PURCH                             240000                240000
        4306008         INVESTOR                   PURCH                             252000             251938.73
        4306054         INVESTOR                   REFICASHOUT                       140000                140000
        4306106         PRIMARY                    REFICASHOUT                       189600                189600
        4306348         INVESTOR                   PURCH                             176000                176000
        4306716         PRIMARY                    PURCH                             358100                358100
        4306738         PRIMARY                    REFIRT                            376000                376000
        4307446         PRIMARY                    PURCH                             432800                432800
        4308791         PRIMARY                    PURCH                             189120                189120
        4311401         PRIMARY                    REFICASHOUT                       215000                215000
        4311902         PRIMARY                    PURCH                             620000             619886.33
        4312340         INVESTOR                   PURCH                             662550             662547.52
        4312699         PRIMARY                    PURCH                             225000                225000
        4312713         PRIMARY                    REFICASHOUT                       105500             105257.43
        4312731         PRIMARY                    PURCH                             113300                113300
        4313430         PRIMARY                    REFICASHOUT                       230400                230400
        4314315         PRIMARY                    PURCH                             281068                281068
        4314822         PRIMARY                    PURCH                             484000                484000
        4315074         PRIMARY                    PURCH                             259582                259582
        4315225         PRIMARY                    PURCH                             239900                239900
        4316787         PRIMARY                    REFICASHOUT                       154615                154615
        4316812         SECONDHOME                 PURCH                             416700                416700
        4316864         INVESTOR                   PURCH                             268000             267930.21
        4317398         PRIMARY                    PURCH                              97600                 97500
        4317468         INVESTOR                   PURCH                             174600                174600
        4319021         PRIMARY                    REFICASHOUT                       251000                251000
        4319027         PRIMARY                    PURCH                             192000                192000
        4319627         PRIMARY                    REFICASHOUT                       246300                246300
        4319660         PRIMARY                    PURCH                             320000                320000
        4319880         PRIMARY                    PURCH                             379415                379415
        4320079         PRIMARY                    PURCH                             168000                168000
        4320269         PRIMARY                    PURCH                             225000                225000
        4320971         PRIMARY                    PURCH                             312000             311850.36
        4321403         PRIMARY                    PURCH                             324000                324000
        4321885         INVESTOR                   PURCH                             351200                351200
        4322029         INVESTOR                   REFICASHOUT                       103500                103500
        4332808         INVESTOR                   PURCH                             184000                184000
        4332863         PRIMARY                    REFICASHOUT                       240000                239800
        4334684         INVESTOR                   PURCH                             300000                300000
        4334749         INVESTOR                   PURCH                             195200                195200
        4334769         PRIMARY                    PURCH                             100720                100720
        4335039         INVESTOR                   PURCH                             142400             142087.54
        4335197         INVESTOR                   PURCH                             187200                187200
        4336330         PRIMARY                    PURCH                             268000                268000
        4337001         PRIMARY                    REFICASHOUT                       303500             302789.19
        4337208         PRIMARY                    REFICASHOUT                       253800                253800
        4337511         PRIMARY                    PURCH                             294550                294550
        4337704         PRIMARY                    REFICASHOUT                       247250             246966.39
        4337778         PRIMARY                    PURCH                             336800                336800
        4337833         PRIMARY                    PURCH                             479200             479146.08
        4337843         PRIMARY                    PURCH                             278400                278400
        4337998         PRIMARY                    REFIRT                            650000                650000
        4340216         INVESTOR                   PURCH                             168000                168000
        4340415         PRIMARY                    PURCH                             172800                172800
        4340538         PRIMARY                    PURCH                             344115                344115
        4340574         PRIMARY                    REFICASHOUT                       650000                650000
        4340858         INVESTOR                   PURCH                             257520                257520
        4342593         INVESTOR                   PURCH                             119200                119200
        4342605         PRIMARY                    PURCH                             200600             200551.94
        4355496         PRIMARY                    PURCH                             108800                108800
        4356489         PRIMARY                    REFICASHOUT                       139200                139200
        4356647         PRIMARY                    PURCH                             133450                133450
        4357336         PRIMARY                    PURCH                             169259             169082.28
        4358738         PRIMARY                    REFICASHOUT                       205655                205655
        4359358         PRIMARY                    PURCH                             287200                287200
        4360475         PRIMARY                    REFIRT                            179200                179200
        4360849         PRIMARY                    PURCH                             191920                191920
        4361322         PRIMARY                    PURCH                             424800                424800
        4361657         INVESTOR                   PURCH                             170250                170250
        4361809         PRIMARY                    REFIRT                            492600             492008.11
        4361826         INVESTOR                   PURCH                             302256             302255.98
        4362355         PRIMARY                    PURCH                             250000                250000
        4363202         INVESTOR                   PURCH                             332400                332400
        4363475         INVESTOR                   PURCH                             500000                500000
        4364369         PRIMARY                    REFICASHOUT                       356000             355999.99
        4364420         PRIMARY                    PURCH                             313956             313955.99
        4365027         PRIMARY                    PURCH                             288600                288600
        4365489         PRIMARY                    PURCH                             619900                619900
        4366066         PRIMARY                    PURCH                             214400                214400
        4366090         PRIMARY                    PURCH                             600000                600000
        4366727         PRIMARY                    PURCH                             240000                240000
        4366847         INVESTOR                   PURCH                             102600             102599.99
        4366872         INVESTOR                   REFICASHOUT                       156000                156000
        4116652         PRIMARY                    PURCH                             181973                181973
        4124592         PRIMARY                    PURCH                             465300                465300
        4125178         PRIMARY                    REFICASHOUT                       341000             340721.85
        4127494         PRIMARY                    PURCH                             419092                419092
        4130913         INVESTOR                   PURCH                             400000                400000
        4135018         PRIMARY                    PURCH                             301400                301400
        4164971         PRIMARY                    PURCH                             189204             188826.34
        4206922         PRIMARY                    PURCH                             185000                185000
        4207873         PRIMARY                    REFICASHOUT                       258000             257725.27
        4215781         PRIMARY                    PURCH                             351920             351919.43
        4225094         INVESTOR                   REFIRT                            488000                488000
        4227513         PRIMARY                    REFICASHOUT                       238500                238500
        4240284         PRIMARY                    REFICASHOUT                       107200                107200
        4242437         PRIMARY                    PURCH                             600000             599373.56
        4244772         PRIMARY                    PURCH                             279200                279200
        4245632         INVESTOR                   PURCH                             247500                247500
        4252424         INVESTOR                   PURCH                             191800                191800
        4253254         INVESTOR                   PURCH                             193600                193600
        4267370         PRIMARY                    PURCH                             255750             255214.68
        4267936         PRIMARY                    PURCH                             381600                381600
        4269982         PRIMARY                    REFICASHOUT                       460000                460000
        4270393         INVESTOR                   PURCH                             131650                131650
        4270402         INVESTOR                   PURCH                             102800                102800
        4270404         INVESTOR                   PURCH                             166800                166800
        4298547         PRIMARY                    PURCH                             359600             359517.59
        4298703         PRIMARY                    PURCH                             216000                216000
        4298727         PRIMARY                    REFIRT                            400000             399142.74
        4300030         INVESTOR                   PURCH                             336000             335999.99
        4300254         PRIMARY                    PURCH                             184000             183623.88
        4300357         PRIMARY                    REFIRT                            307000                307000
        4300421         INVESTOR                   REFICASHOUT                       193500             193444.24
        4300739         PRIMARY                    REFICASHOUT                       285000                285000
        4301068         PRIMARY                    PURCH                             173806                173806
        4301416         PRIMARY                    REFICASHOUT                       132000             131996.94
        4301439         PRIMARY                    PURCH                             401147             401146.99
        4301510         PRIMARY                    REFIRT                            364500                364500
        4303215         PRIMARY                    REFICASHOUT                       236000                236000
        4303247         PRIMARY                    REFIRT                            247500             246000.99
        4303673         INVESTOR                   PURCH                              82445                 82445
        4304022         INVESTOR                   REFIRT                             89277                 89277
        4304036         INVESTOR                   REFIRT                             94029                 94029
        4304043         PRIMARY                    PURCH                             272800                272800
        4304064         INVESTOR                   REFIRT                             89905                 89905
        4304065         INVESTOR                   REFIRT                             91718                 91718
        4304600         PRIMARY                    PURCH                             388800                115906
        4305480         PRIMARY                    PURCH                             484000                484000
        4305696         PRIMARY                    REFICASHOUT                       262000                262000
        4305954         INVESTOR                   PURCH                             126320              126191.2
        4306131         PRIMARY                    REFICASHOUT                       400000                400000
        4329720         PRIMARY                    REFIRT                             95000                 95000
        4329845         INVESTOR                   PURCH                             192000                192000
        4330103         INVESTOR                   PURCH                             236800             236315.94
        4332073         PRIMARY                    PURCH                             166208                166208
        4332109         PRIMARY                    REFICASHOUT                       283200                283200
        4335237         PRIMARY                    PURCH                             392000                392000
        4336417         PRIMARY                    PURCH                             350400                350400
        4336733         PRIMARY                    REFICASHOUT                       602400              601879.5
        4339234         INVESTOR                   PURCH                             142400                142400
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      114269383         PRIMARY                    PURCH                             180000                180000
      114278568         SECONDHOME                 PURCH                             194400                194400
      114281912         PRIMARY                    PURCH                             136000                136000
      114284056         PRIMARY                    REFICASHOUT                       208000                208000
      114342912         PRIMARY                    REFICASHOUT                       240000             239962.39
      114439071         PRIMARY                    PURCH                             132800                132800
      114451864         SECONDHOME                 REFIRT                            238000                237489
      114453065         SECONDHOME                 REFIRT                            175500                175500
      114456017         INVESTOR                   PURCH                             288000                288000
      114457441         PRIMARY                    REFIRT                            166400                166400
      114464954         PRIMARY                    PURCH                             166250                166250
      114466034         PRIMARY                    PURCH                             352000                352000
      114574871         PRIMARY                    REFIRT                            304000                304000
      114575775         PRIMARY                    PURCH                             131992                131992
      114583128         SECONDHOME                 PURCH                             205550             205549.84
      114588985         PRIMARY                    PURCH                             319200                319200
      114589129         PRIMARY                    REFIRT                            115200                115100
      114634635         PRIMARY                    REFICASHOUT                       157250                157250
      114673045         PRIMARY                    PURCH                             167200                167200
      114676341         PRIMARY                    PURCH                              69520              69381.23
      114678317         SECONDHOME                 REFIRT                            255000                255000
      114725163         PRIMARY                    PURCH                             212800                212800
      114762133         PRIMARY                    REFICASHOUT                       265000                265000
      114763845         PRIMARY                    PURCH                             131250                131250
      114765541         PRIMARY                    PURCH                             172000             171672.75
      114767782         SECONDHOME                 PURCH                             152910                152910
      114854230         PRIMARY                    PURCH                             210400                210400
      115135811         PRIMARY                    REFIRT                            116000                115800
      115141823         PRIMARY                    PURCH                             348000              347999.2
      115159748         PRIMARY                    PURCH                             209600                209600
      115188839         SECONDHOME                 PURCH                             171200                171200
      115215630         PRIMARY                    PURCH                             226000             225944.68
      115254044         PRIMARY                    PURCH                             149600                149600
      115271583         PRIMARY                    PURCH                             144350                144350
      115334735         PRIMARY                    PURCH                             215600                215600
      115340559         PRIMARY                    PURCH                             105000             104804.99
      120253444         PRIMARY                    PURCH                              88000                 88000
       38862132         PRIMARY                    PURCH                             102400              98109.94
       43587989         PRIMARY                    PURCH                             112200             109917.73
       44502201         PRIMARY                    REFIRT                            235000              230264.4
       45821808         PRIMARY                    PURCH                             226800             221975.45
       47161146         PRIMARY                    PURCH                             132000             129162.54
      136060241         PRIMARY                    PURCH                             190800             185158.77
      136450087         PRIMARY                    REFIRT                            333700             325344.24
       31110885         PRIMARY                    REFIRT                            184750             184667.77
     1175729505         PRIMARY                    REFICASHOUT                       292500                292500
     1175893210         PRIMARY                    REFIRT                            109250                109250
     1176086952         PRIMARY                    REFIRT                            108000                108000
     0000000000         PRIMARY                    PURCH                             144400                144380
     1675177730         PRIMARY                    PURCH                             103000             102996.39
     1675194723         PRIMARY                    PURCH                             161100                161100
     1675292989         PRIMARY                    PURCH                             299900                299900
     1675462816         INVESTOR                   REFIRT                            127800                127800
     1675599367         PRIMARY                    REFIRT                            126150             125991.84
     0000000000         PRIMARY                    PURCH                             111100                111100
     1675695644         INVESTOR                   PURCH                             129100                129100
     1675864283         PRIMARY                    REFICASHOUT                        96000                 96000
     1675909871         PRIMARY                    REFICASHOUT                       236000                236000
     4674788479         PRIMARY                    PURCH                              77500                 77500
     4675032423         PRIMARY                    PURCH                             100700                100700
     4675246536         PRIMARY                    REFIRT                            412000                412000
     0000000000         PRIMARY                    PURCH                             123600             123558.07
     4675601050         PRIMARY                    PURCH                              86500                 86500
     4675636092         PRIMARY                    PURCH                             284900                284900
     4675653574         PRIMARY                    PURCH                             134300             134296.17
     0000000000         PRIMARY                    PURCH                             140000                140000
     4675676029         PRIMARY                    REFIRT                            152000                152000
     0000000000         PRIMARY                    PURCH                             124000                124000
     4675704266         PRIMARY                    PURCH                             242200                242200
     4675767119         PRIMARY                    REFICASHOUT                        91200                 91200
     4675775059         PRIMARY                    PURCH                             292000             291973.11
     4675806633         PRIMARY                    REFICASHOUT                       114000                114000
     4675828525         PRIMARY                    REFICASHOUT                       404000                404000
     4675915636         SECONDHOME                 PURCH                             202450                202450
     4675921690         PRIMARY                    REFIRT                            179550                179550
     4675924674         PRIMARY                    REFICASHOUT                       125000                125000
     0000000000         PRIMARY                    REFICASHOUT                       183600                183600
     4675964709         PRIMARY                    REFICASHOUT                       472000                472000
     0000000000         PRIMARY                    REFICASHOUT                        70300              70273.72
     4875662584         INVESTOR                   PURCH                             253600                253600
     4875967153         PRIMARY                    REFICASHOUT                       133600                133600
     0000000000         PRIMARY                    PURCH                             423325                423325
     0000000000         PRIMARY                    PURCH                             372000                372000
     4975824664         PRIMARY                    REFICASHOUT                       352000                352000
     4975866824         PRIMARY                    PURCH                             492000                492000
     4975892554         PRIMARY                    PURCH                             311200                311200
     4975977234         PRIMARY                    REFICASHOUT                        69900               69899.5
     7275368978         PRIMARY                    REFICASHOUT                        75000                 75000
     7275816258         PRIMARY                    REFICASHOUT                       175000                175000
     7275936846         PRIMARY                    PURCH                             155200                155200
     7276048927         PRIMARY                    REFIRT                            168000                168000
     1174702810         PRIMARY                    PURCH                             137750                137750
     1175193464         PRIMARY                    PURCH                             112000                112000
     0000000000         PRIMARY                    PURCH                             157600                157600
     1175656830         PRIMARY                    PURCH                             212150                212150
     1175697692         PRIMARY                    PURCH                             108000                108000
     1175800516         PRIMARY                    PURCH                             180400                180400
     1175819699         PRIMARY                    REFICASHOUT                        90000                 90000
     1175891608         INVESTOR                   PURCH                             116000                116000
     1175997086         PRIMARY                    REFIRT                            240000                240000
     1176079773         INVESTOR                   PURCH                             263700                263700
     1675558247         INVESTOR                   REFICASHOUT                       100000                100000
     1675577866         PRIMARY                    REFIRT                            450000                450000
     1675634815         PRIMARY                    PURCH                             177650                177650
     1675752768         PRIMARY                    REFIRT                            163200                163200
     1675904398         PRIMARY                    REFIRT                             92800                 92800
     1675918220         PRIMARY                    PURCH                             206400              206324.5
     1676024552         INVESTOR                   PURCH                              52650              52642.23
     4673748445         PRIMARY                    PURCH                             157600                157600
     4674338350         PRIMARY                    PURCH                             288400                288400
     4674723881         PRIMARY                    PURCH                             308750                308750
     0000000000         PRIMARY                    PURCH                             200000                200000
     4674933216         PRIMARY                    REFIRT                            271350                271350
     4675207360         PRIMARY                    PURCH                             261250             261120.03
     4675313670         PRIMARY                    PURCH                             142400                142400
     4675316862         PRIMARY                    PURCH                             152000             151954.64
     4675372772         PRIMARY                    PURCH                              89650                 89650
     4675402479         SECONDHOME                 REFICASHOUT                       650000                650000
     4675458985         PRIMARY                    REFICASHOUT                        43000                 42955
     4675579079         PRIMARY                    REFICASHOUT                       199000                199000
     4675598816         PRIMARY                    PURCH                              83900                 83900
     4675625148         PRIMARY                    PURCH                             196000                196000
     4675634841         PRIMARY                    PURCH                             150400                150400
     4675674761         PRIMARY                    REFIRT                            135200                135200
     4675688930         PRIMARY                    REFIRT                            208000                208000
     4675708050         PRIMARY                    REFICASHOUT                       344000                344000
     4675746499         PRIMARY                    REFICASHOUT                       267350             267334.82
     0000000000         PRIMARY                    PURCH                             136000                136000
     4675760739         PRIMARY                    PURCH                             106800                106800
     4675793248         PRIMARY                    REFIRT                            162550             162545.91
     4675824413         PRIMARY                    PURCH                             165000                165000
     0000000000         PRIMARY                    REFICASHOUT                       135350                135250
     4675843345         PRIMARY                    PURCH                             108000             107991.25
     0000000000         PRIMARY                    PURCH                              74650                 74650
     4675860242         PRIMARY                    REFIRT                            222400                222400
     4675885607         PRIMARY                    REFICASHOUT                       180500             180499.99
     4675922984         PRIMARY                    REFIRT                            209700             209698.65
     4675932350         PRIMARY                    REFIRT                            156600                156600
     0000000000         PRIMARY                    PURCH                             122400             122350.25
     4675954023         PRIMARY                    REFICASHOUT                       100000                100000
     4675955751         PRIMARY                    REFIRT                            311250             311249.76
     4675977550         PRIMARY                    PURCH                             412025                412025
     4675979026         PRIMARY                    REFIRT                            295000                295000
     4675986576         PRIMARY                    REFIRT                            120000                120000
     4675989215         PRIMARY                    REFIRT                             88000                 88000
     4675998714         PRIMARY                    PURCH                             300000                300000
     4675999723         PRIMARY                    REFICASHOUT                       646200                646200
     4676018666         PRIMARY                    REFICASHOUT                       232500             232499.42
     4676046974         PRIMARY                    PURCH                             220000                220000
     0000000000         PRIMARY                    REFIRT                            198000                198000
     4676064749         PRIMARY                    REFIRT                             82300              82294.81
     0000000000         PRIMARY                    REFIRT                            183500                183500
     4676086867         PRIMARY                    REFIRT                            244450             244204.92
     0000000000         PRIMARY                    REFIRT                            107200                107200
     0000000000         PRIMARY                    REFIRT                            161500                161500
     4875498441         PRIMARY                    REFICASHOUT                       123500                123500
     4875527792         PRIMARY                    PURCH                              83600              83570.25
     4875634314         PRIMARY                    REFICASHOUT                       135500                135500
     0000000000         INVESTOR                   REFIRT                            163100                163100
     4875704427         PRIMARY                    PURCH                             247000                247000
     4875745831         PRIMARY                    PURCH                             159125                159125
     4875944695         PRIMARY                    PURCH                             220875                220025
     4876015797         PRIMARY                    PURCH                             147900                147900
     4975144804         PRIMARY                    PURCH                             159900             159882.84
     4975703787         INVESTOR                   REFICASHOUT                        50000                 50000
     4975813709         PRIMARY                    PURCH                             160700                160700
     4975816659         PRIMARY                    REFICASHOUT                       259350                259350
     4975855407         PRIMARY                    PURCH                             178550                178550
     4975868570         PRIMARY                    REFICASHOUT                       350000                350000
     4975909900         PRIMARY                    REFIRT                            122400                122400
     4975917344         PRIMARY                    REFICASHOUT                       114000                114000
     4975965913         PRIMARY                    PURCH                             127300                127300
     0000000000         INVESTOR                   PURCH                             100250             100221.21
     4976022558         PRIMARY                    PURCH                             136000                136000
     4976044924         PRIMARY                    PURCH                             129900                129900
     7275570079         PRIMARY                    PURCH                             151525                151525
     7275728463         PRIMARY                    PURCH                             147900                147900
     7275760940         PRIMARY                    REFICASHOUT                       128100                128100
     7275761563         PRIMARY                    REFICASHOUT                       281500             281498.17
     7275873747         INVESTOR                   REFIRT                            101000                101000
     7275958736         PRIMARY                    PURCH                              60000                 60000
     7275975521         PRIMARY                    REFIRT                            224000                224000
     7276049848         PRIMARY                    REFICASHOUT                       426000                426000
     7276050028         PRIMARY                    REFIRT                            176500                176500
     7276135500         PRIMARY                    REFICASHOUT                       235000                235000
        4127928         INVESTOR                   REFICASHOUT                       160000             159342.64
        4138579         PRIMARY                    PURCH                             258950                258950
        4150807         INVESTOR                   REFIRT                            295910                295910
        4178393         INVESTOR                   PURCH                             202400             202399.92
        4185655         INVESTOR                   PURCH                             192000             191336.39
        4187822         PRIMARY                    REFIRT                            180000                180000
        4191670         PRIMARY                    PURCH                             281250                281250
        4194314         PRIMARY                    PURCH                             205600                205600
        4194977         PRIMARY                    PURCH                             339920                339920
        4196256         PRIMARY                    PURCH                             350000             348958.44
        4197409         INVESTOR                   REFIRT                            151000             150578.18
        4197670         PRIMARY                    REFICASHOUT                       275000             274758.33
        4200554         PRIMARY                    PURCH                             280000                280000
        4203354         INVESTOR                   REFIRT                            116000                116000
        4203601         INVESTOR                   PURCH                             100000              99899.74
        4206191         PRIMARY                    REFIRT                            280000                280000
        4207544         PRIMARY                    REFIRT                            160000             159873.92
        4210345         PRIMARY                    REFICASHOUT                       212000                212000
        4215814         PRIMARY                    PURCH                             103320                103320
        4216406         PRIMARY                    PURCH                             215950             215237.61
        4219875         PRIMARY                    REFICASHOUT                       221600              221343.8
        4222270         PRIMARY                    REFICASHOUT                       185000                183000
        4225468         PRIMARY                    PURCH                             226800                226800
        4305741         PRIMARY                    PURCH                              93520              93319.57
        4306550         PRIMARY                    PURCH                             284000                284000
        4306686         PRIMARY                    REFICASHOUT                       230000             229996.65
        4306878         SECONDHOME                 PURCH                             112770             112528.31
        4308674         INVESTOR                   PURCH                             231200                230200
        4309232         PRIMARY                    REFICASHOUT                       339500                339500
        4309422         INVESTOR                   PURCH                             281600                281600
        4310780         PRIMARY                    PURCH                             187500             186914.88
        4311461         INVESTOR                   PURCH                             271920             271858.81
        4311705         PRIMARY                    PURCH                             132000                132000
        4314182         INVESTOR                   PURCH                             148000                148000
        4314485         PRIMARY                    PURCH                             336150                336150
        4315366         INVESTOR                   PURCH                             204760                204760
        4317304         SECONDHOME                 PURCH                             180000             179944.69
        4318347         PRIMARY                    PURCH                             359650             359614.84
        4319542         PRIMARY                    PURCH                             184750             184335.03
        4320378         PRIMARY                    PURCH                             189900                189900
        4322932         PRIMARY                    REFICASHOUT                       262400             262399.99
        1776085         INVESTOR                   REFIRT                            105000                105000
        3379375         PRIMARY                    REFIRT                            229500             228858.89
        3380227         PRIMARY                    PURCH                             268000                268000
        3380476         INVESTOR                   PURCH                             151200                151200
        3381114         PRIMARY                    PURCH                             400000                400000
        3381200         PRIMARY                    REFICASHOUT                       167000                167000
        3381217         PRIMARY                    REFIRT                            198400             198296.85
        4048866         PRIMARY                    PURCH                             260100                260100
        4058337         PRIMARY                    REFIRT                            108000             107699.82
        4085412         INVESTOR                   PURCH                              93200              92857.98
        4095937         PRIMARY                    PURCH                             160000             159960.83
        4153838         PRIMARY                    PURCH                             332000             331980.54
        4173126         PRIMARY                    PURCH                             198400                198400
        4182310         PRIMARY                    PURCH                             358400                358400
        4184590         PRIMARY                    REFICASHOUT                       287150                287150
        4185656         PRIMARY                    REFICASHOUT                       332000                332000
        4193956         INVESTOR                   REFICASHOUT                       250000                250000
        4197881         PRIMARY                    PURCH                             187880                187880
        4198525         PRIMARY                    REFICASHOUT                       162000                162000
        4200849         PRIMARY                    PURCH                             119920             119589.49
        4209968         PRIMARY                    PURCH                             519200                519200
        4210168         INVESTOR                   REFICASHOUT                       167400                167400
        4212901         INVESTOR                   REFICASHOUT                       130400                130400
        4218871         PRIMARY                    PURCH                             182300                182300
        4222429         SECONDHOME                 PURCH                             166500             166034.19
        4227411         PRIMARY                    PURCH                              93000              92509.83
        4228153         PRIMARY                    REFIRT                            267000                267000
        4228978         PRIMARY                    REFICASHOUT                       552000             550796.64
        4233957         PRIMARY                    PURCH                             264000                264000
        4234424         PRIMARY                    REFICASHOUT                       299500                299500
        4234469         PRIMARY                    REFIRT                             91000                 91000
        4234580         INVESTOR                   PURCH                             122987                122987
        4235112         PRIMARY                    PURCH                             204000                204000
        4237000         PRIMARY                    REFIRT                            113800                113800
        4237109         PRIMARY                    PURCH                             252800             252022.98
        4237242         PRIMARY                    PURCH                             323100                323100
        4239734         SECONDHOME                 PURCH                             319200                319200
        4241592         PRIMARY                    REFIRT                            420100             418777.84
        4242771         INVESTOR                   PURCH                             257520                257520
        4245526         PRIMARY                    PURCH                              93600                 93600
        4248323         INVESTOR                   PURCH                             228000             226293.83
        4248329         SECONDHOME                 PURCH                             170000             169812.07
        4252418         INVESTOR                   PURCH                             240000                240000
        4252429         INVESTOR                   PURCH                             233250                233250
        4252581         PRIMARY                    PURCH                             359650                359650
        4252851         INVESTOR                   PURCH                             113580                113580
        4253259         PRIMARY                    REFICASHOUT                       230000                230000
        4253970         PRIMARY                    PURCH                             294800             294799.99
        4254660         PRIMARY                    REFICASHOUT                       240000                239925
        4254835         PRIMARY                    PURCH                             263900                263900
        4255262         INVESTOR                   PURCH                             194550             194284.36
        4260557         PRIMARY                    REFIRT                            103000                103000
        4260586         PRIMARY                    REFIRT                            160000                160000
        4260590         PRIMARY                    REFIRT                            128000                128000
        4261075         PRIMARY                    PURCH                             332000                332000
        4261239         PRIMARY                    REFICASHOUT                       246800                246800
        4264672         INVESTOR                   REFICASHOUT                       139000                139000
        4264784         SECONDHOME                 PURCH                             255500                255500
        4266949         PRIMARY                    PURCH                             185000                185000
        4267099         PRIMARY                    REFICASHOUT                       320000                320000
        4267455         PRIMARY                    REFICASHOUT                       225500                225500
        4267586         PRIMARY                    REFICASHOUT                       142200                142200
        4267932         PRIMARY                    REFICASHOUT                       210000             209385.64
        4269703         PRIMARY                    PURCH                             352000             351913.82
        4272481         PRIMARY                    PURCH                             138320             138286.14
        4273135         PRIMARY                    REFICASHOUT                       270000                270000
        4273214         PRIMARY                    PURCH                             103471                103471
        4273227         PRIMARY                    PURCH                             127900                127900
        4275200         PRIMARY                    PURCH                             316000                316000
        4275404         PRIMARY                    PURCH                             199900             199242.62
        4275467         INVESTOR                   PURCH                             220000                220000
        4275739         INVESTOR                   PURCH                             108000                108000
        4275876         PRIMARY                    PURCH                             399920             399342.27
        4277625         PRIMARY                    PURCH                             228000                228000
        4278548         PRIMARY                    REFICASHOUT                       178000                178000
        4278566         INVESTOR                   PURCH                             200000                200000
        4279342         PRIMARY                    PURCH                             243600                243600
        4279555         INVESTOR                   PURCH                             129600                129500
        4281511         PRIMARY                    REFIRT                            167500                167500
        4286101         PRIMARY                    PURCH                             300000                300000
        4289519         PRIMARY                    REFICASHOUT                       208250                208150
        4289533         PRIMARY                    PURCH                             252000             251566.32
        4289577         PRIMARY                    REFICASHOUT                       527520                527520
        4289594         INVESTOR                   PURCH                              97600                 97600
        4291973         PRIMARY                    PURCH                             181600             180840.83
        4292144         PRIMARY                    PURCH                             460000             459998.93
        4294989         INVESTOR                   PURCH                             219600             219494.79
        4295061         PRIMARY                    PURCH                             256800                256800
        4295115         PRIMARY                    REFICASHOUT                       200000             199799.52
        4298203         PRIMARY                    PURCH                             213840                213840
        4298498         PRIMARY                    PURCH                             375000                375000
        4305667         PRIMARY                    REFICASHOUT                       650000             649914.58
        4305808         PRIMARY                    REFIRT                            186800                186800
        4306113         PRIMARY                    REFIRT                            250000                250000
        4312438         INVESTOR                   PURCH                             369750             368666.34
        4313781         PRIMARY                    PURCH                             267040                267040
        4314343         INVESTOR                   PURCH                             318800                318800
        4314353         PRIMARY                    PURCH                             312000             311018.06
        4316897         PRIMARY                    REFICASHOUT                       572500             572497.88
        4321486         PRIMARY                    REFICASHOUT                       468000             467991.58



loanid                  schedbal              origrate          rate            srvfee         nxssfee           pmifee
--------------------------------------------------------------------------------------------------------------------------
        4140018                 313176            5.375           5.375            0.25             0.25                0
        4298414                 204000             5.75            5.75            0.25             0.25                0
        4312416              393250.36             6.25            6.25            0.25             0.25                0
        4332795                 240800             5.25            5.25            0.25             0.25                0
        4354687              338909.95            6.375           6.375            0.25             0.25                0
        4104041              215750.06             5.25            5.25            0.25             0.25                0
        4298132                 300000                6               6            0.25             0.25                0
        4315097                 448000             5.75            5.75            0.25             0.25                0
        4334969                 234400                6               6            0.25             0.25                0
        4357193                 150000            5.375           5.375            0.25             0.25                0
        4269722             1496874.64            6.125           6.125            0.25             0.25                0
        4313282                 268000            7.375           7.375            0.25             0.25                0
        4347552                 398000             6.25            6.25            0.25             0.25                0
       86984275              319393.64            6.125           6.125            0.25             0.25                0
       86993862                 582950            5.625           5.625            0.25             0.25                0
       87206082              407349.99             6.25            6.25            0.25             0.25                0
       87359691                 264000            6.375           6.375            0.25             0.25                0
       87412771                 632000            6.125           6.125            0.25             0.25                0
       87415477              199984.99            6.125           6.125            0.25             0.25                0
       87481529                 650000            5.625           5.625            0.25             0.25                0
       87627030                 284000             6.75            6.75            0.25             0.25                0
       87631321              523399.99            6.125           6.125            0.25             0.25                0
       87662656                 485000            6.625           6.625            0.25             0.25                0
       87666079              627999.99            6.625           6.625            0.25             0.25                0
       87675930                 516000            6.625           6.625            0.25             0.25                0
       87683017               327942.5            6.375           6.375            0.25             0.25                0
       87730123                 240000             6.25            6.25            0.25             0.25                0
       87751459                 252000                6               6            0.25             0.25                0
       87756524              615999.99            6.625           6.625            0.25             0.25                0
       87763587                 443950              6.5             6.5            0.25             0.25                0
       87772695              255199.99            6.125           6.125            0.25             0.25                0
       87785473                 520000             6.75            6.75            0.25             0.25                0
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        4312438              368666.34            6.125           6.125            0.25             0.25                0
        4313781                 267040             5.75            5.75            0.25             0.25                0
        4314343                 318800            5.875           5.875            0.25             0.25                0
        4314353              311018.06             5.75            5.75            0.25             0.25                0
        4316897              572497.88            5.625           5.625            0.25             0.25                0
        4321486              467991.58             6.25            6.25            0.25             0.25                0



loanid                  badmsfee            netrate          pmiflag          pandi             origpandi          datadate
---------------------------------------------------------------------------------------------------------------------------------
        4140018              0.0025           5.1225         N                   1402.77            1402.77            12/1/2005
        4298414              0.0025           5.4975         N                     977.5              977.5            12/1/2005
        4312416              0.0025           5.9975         N                   2425.93            2425.93            12/1/2005
        4332795              0.0025           4.9975         N                    1053.5             1053.5            12/1/2005
        4354687              0.0025           6.1225         N                   1800.94            1800.94            12/1/2005
        4104041              0.0025           4.9975         N                       945                945            12/1/2005
        4298132              0.0025           5.7475         N                      1500               1500            12/1/2005
        4315097              0.0025           5.4975         N                   2146.67            2146.67            12/1/2005
        4334969              0.0025           5.7475         N                      1172               1172            12/1/2005
        4357193              0.0025           5.1225         N                    671.88             671.88            12/1/2005
        4269722              0.0025           5.8725         N                   7656.25            7656.25            12/1/2005
        4313282              0.0025           7.1225         N                   1647.08            1647.08            12/1/2005
        4347552              0.0025           5.9975         N                   2072.92            2072.92            12/1/2005
       86984275              0.0025           5.8725         N                   1630.24            1633.34           11/30/2005
       86993862              0.0025           5.3725         N                   2732.58            2732.58           11/30/2005
       87206082              0.0025           5.9975         N                   2121.61            2121.62           11/30/2005
       87359691              0.0025           6.1225         N                    1402.5             1402.5           11/30/2005
       87412771              0.0025           5.8725         N                   3225.83            3225.84           11/30/2005
       87415477              0.0025           5.8725         N                   1020.76            1020.84           11/30/2005
       87481529              0.0025           5.3725         N                   3046.88            3046.88           11/30/2005
       87627030              0.0025           6.4975         N                    1597.5             1597.5           11/30/2005
       87631321              0.0025           5.8725         N                   2671.52            2671.53           11/30/2005
       87662656              0.0025           6.3725         N                    2677.6            2677.61           11/30/2005
       87666079              0.0025           6.3725         N                   3467.08            3467.09           11/30/2005
       87675930              0.0025           6.3725         N                   2848.75            2848.75           11/30/2005
       87683017              0.0025           6.1225         N                   1742.19             1742.5           11/30/2005
       87730123              0.0025           5.9975         N                      1250               1250           11/30/2005
       87751459              0.0025           5.7475         N                      1260               1260           11/30/2005
       87756524              0.0025           6.3725         N                   3400.83            3400.84           11/30/2005
       87763587              0.0025           6.2475         N                   2404.73            2404.73           11/30/2005
       87772695              0.0025           5.8725         N                   1302.58            1302.59           11/30/2005
       87785473              0.0025           6.4975         N                      2925               2925           11/30/2005
       87793774              0.0025           6.3725         N                   1877.08            1877.09           11/30/2005
       87819272              0.0025           5.9975         N                    979.17             979.17           11/30/2005
       87852141              0.0025           6.6225         N                    643.39             643.39           11/30/2005
       87863304              0.0025           6.4975         N                      1485               1485           11/30/2005
       87865689              0.0025           6.2475         N                       910                910           11/30/2005
       87865739              0.0025           6.1225         N                   1279.52            1279.52           11/30/2005
       87875316              0.0025           6.1225         N                     637.5              637.5           11/30/2005
       87878617              0.0025           5.7475         N                   1516.09             1518.5           11/30/2005
       87883567              0.0025           5.7475         N                     999.5              999.5           11/30/2005
       87883997              0.0025           5.7475         N                   1856.25            1856.25           11/30/2005
       87888855              0.0025           5.8725         N                   1506.75            1506.75           11/30/2005
       87892402              0.0025           5.9975         N                    658.33             658.34           11/30/2005
       87896296              0.0025           5.8725         N                   2245.32            2245.33           11/30/2005
       87897724              0.0025           5.7475         N                      1750               1750           11/30/2005
       87899092              0.0025           6.7475         N                   2683.33            2683.34           11/30/2005
       87900189              0.0025           6.1225         N                    1657.5             1657.5           11/30/2005
       87917761              0.0025           6.2475         N                   1076.83            1076.84           11/30/2005
       87920609              0.0025           6.1225         N                   1016.02            1016.02           11/30/2005
       87922480              0.0025           5.4975         N                      1725               1725           11/30/2005
       87928628              0.0025           5.9975         N                   2208.33            2208.34           11/30/2005
       87931739              0.0025           5.6225         N                      1175               1175           11/30/2005
       87938460              0.0025           6.4975         N                   1484.92               1485           11/30/2005
       87939781              0.0025           5.4975         N                    2127.5             2127.5           11/30/2005
       87945085              0.0025           6.2475         N                      1508               1508           11/30/2005
       87945192              0.0025           5.6225         N                    1155.2            1155.42           11/30/2005
       87955522              0.0025           5.3725         N                    804.38             804.38           11/30/2005
       87957239              0.0025           5.7475         N                      2455               2455           11/30/2005
       87958468              0.0025           5.6225         N                   1312.08            1312.09           11/30/2005
       87960696              0.0025           6.6225         N                   1328.98            1329.17           11/30/2005
       87962833              0.0025           6.1225         N                   1296.25            1296.25           11/30/2005
       87964839              0.0025           5.3725         N                      2625               2625           11/30/2005
       87966610              0.0025           5.9975         N                    1687.5             1687.5           11/30/2005
       87969713              0.0025           5.6225         N                   2800.42            2800.42           11/30/2005
       87970950              0.0025           6.2475         N                   2448.33            2448.34           11/30/2005
       87975322              0.0025           5.8725         N                    603.82             603.83           11/30/2005
       87976536              0.0025           5.6225         N                    2232.5             2232.5           11/30/2005
       87979001              0.0025           5.6225         N                   2228.58            2228.59           11/30/2005
       87982773              0.0025           5.4975         N                   1533.01            1533.34           11/30/2005
       87983854              0.0025           6.1225         N                    2379.2            2379.21           11/30/2005
       87984100              0.0025           5.9975         N                   1406.25            1406.25           11/30/2005
       87984977              0.0025           5.9975         N                   2302.08            2302.09           11/30/2005
       87988010              0.0025           6.2475         N                      1625               1625           11/30/2005
       87988754              0.0025           6.4975         N                    621.28             621.29           11/30/2005
       87989190              0.0025           6.1225         N                      2550               2550           11/30/2005
       87989406              0.0025           5.6225         N                   2263.83            2263.84           11/30/2005
       87990123              0.0025           6.1225         N                   1202.75            1202.75           11/30/2005
       87992715              0.0025           5.8725         N                    704.38             704.38           11/30/2005
       87993945              0.0025           5.9975         N                   1145.83            1145.84           11/30/2005
       87995866              0.0025           6.1225         N                    1317.5             1317.5           11/30/2005
       87996047              0.0025           5.6225         N                    2937.5             2937.5           11/30/2005
       87996112              0.0025           6.2475         N                   2188.33            2188.34           11/30/2005
       87996310              0.0025           5.8725         N                      2205               2205           11/30/2005
       87996492              0.0025           5.6225         N                    773.54             773.55           11/30/2005
       87996625              0.0025           5.9975         N                   1479.17            1479.17           11/30/2005
       87996690              0.0025           6.1225         N                   1423.75            1423.75           11/30/2005
       87997037              0.0025           6.2475         N                   1018.33            1018.34           11/30/2005
       87998563              0.0025           5.8725         N                      2205               2205           11/30/2005
       87999983              0.0025           5.7475         N                      2300               2300           11/30/2005
       88000641              0.0025           5.3725         N                    2812.5             2812.5           11/30/2005
       88003058              0.0025           5.4975         N                   1015.83            1015.84           11/30/2005
       88004957              0.0025           6.1225         N                   1848.75            1848.75           11/30/2005
       88006952              0.0025           6.3725         N                   4154.02            4154.02           11/30/2005
       88011135              0.0025           5.6225         N                   2489.04            2489.05           11/30/2005
       88012828              0.0025           6.3725         N                    2517.5             2517.5           11/30/2005
       88018775              0.0025           5.9975         N                   1979.17            1979.17           11/30/2005
       88019179              0.0025           5.9975         N                      1375               1375           11/30/2005
       88019997              0.0025           6.1225         N                   2112.25            2112.25           11/30/2005
       88020615              0.0025           5.4975         N                   1073.33            1073.34           11/30/2005
       88022249              0.0025           5.4975         N                   1962.49            1962.67           11/30/2005
       88023064              0.0025           6.8725         N                   1810.94            1810.94           11/30/2005
       88026216              0.0025           6.1225         N                   2539.38            2539.38           11/30/2005
       88026489              0.0025           6.4975         N                     922.5              922.5           11/30/2005
       88026570              0.0025           6.1225         N                   1653.52            1653.52           11/30/2005
       88027966              0.0025           6.1225         N                    2252.5             2252.5           11/30/2005
       88031828              0.0025           6.3725         N                    993.75             993.75           11/30/2005
       88031919              0.0025           5.4975         N                   2491.67            2491.67           11/30/2005
       88033725              0.0025           6.6225         N                   1558.33            1558.34           11/30/2005
       88033824              0.0025           5.9975         N                   2495.83            2495.84           11/30/2005
       88034228              0.0025           5.9975         N                    604.17             604.17           11/30/2005
       88034707              0.0025           6.3725         N                    937.71             937.72           11/30/2005
       88034855              0.0025           6.2475         N                   1863.33            1863.34           11/30/2005
       88036041              0.0025           6.1225         N                   2188.75            2188.75           11/30/2005
       88036694              0.0025           6.1225         N                   1996.39            1996.39           11/30/2005
       88039748              0.0025           5.3725         N                    3337.5             3337.5           11/30/2005
       88040860              0.0025           5.9975         N                    2187.5             2187.5           11/30/2005
       88041041              0.0025           5.7475         N                      2300               2300           11/30/2005
       88042940              0.0025           6.2475         N                   1581.67            1581.67           11/30/2005
       88044755              0.0025           6.6225         N                     814.6              814.6           11/30/2005
       88045414              0.0025           5.9975         N                       825                825           11/30/2005
       88045430              0.0025           6.2475         N                   2816.67            2816.67           11/30/2005
       88045711              0.0025           6.2475         N                   2101.67            2101.67           11/30/2005
       88045950              0.0025           6.8725         N                      1007               1007           11/30/2005
       88046040              0.0025           6.6225         N                   1531.41            1531.41           11/30/2005
       88046982              0.0025           5.8725         N                   3562.71            3562.71           11/30/2005
       88050422              0.0025           5.7475         N                   1042.38             1042.5           11/30/2005
       88050893              0.0025           5.4975         N                   2204.17            2204.17           11/30/2005
       88051487              0.0025           5.6225         N                    1062.4             1062.4           11/30/2005
       88055405              0.0025           6.1225         N                    686.26             686.26           11/30/2005
       88059209              0.0025           5.8725         N                   1829.33            1829.34           11/30/2005
       88060322              0.0025           6.2475         N                      2600               2600           11/30/2005
       88061288              0.0025           5.6225         N                   2643.75            2643.75           11/30/2005
       88062690              0.0025           6.3725         N                   2083.01            2083.02           11/30/2005
       88063532              0.0025           5.6225         N                   1108.91            1108.91           11/30/2005
       88063771              0.0025           5.8725         N                   2323.42            2323.42           11/30/2005
       88064316              0.0025           6.4975         N                   1991.25            1991.25           11/30/2005
       88068002              0.0025           5.7475         N                      2401               2401           11/30/2005
       88068705              0.0025           5.4975         N                      1150               1150           11/30/2005
       88069398              0.0025           5.9975         N                   2285.42            2285.42           11/30/2005
       88070180              0.0025           6.3725         N                   1894.75            1894.75           11/30/2005
       88071105              0.0025           5.7475         N                      2180               2180           11/30/2005
       88072160              0.0025           6.2475         N                    3087.5             3087.5           11/30/2005
       88072970              0.0025           5.9975         N                   1249.78               1250           11/30/2005
       88074166              0.0025           6.2475         N                    910.18             910.18           11/30/2005
       88074562              0.0025           6.1225         N                   2656.25            2656.25           11/30/2005
       88077151              0.0025           5.9975         N                   1311.98            1311.98           11/30/2005
       88078860              0.0025           5.9975         N                       500                500           11/30/2005
       88079371              0.0025           6.4975         N                   1468.13            1468.13           11/30/2005
       88081740              0.0025           5.9975         N                    916.67             916.67           11/30/2005
       88082243              0.0025           5.6225         N                   2001.42            2001.42           11/30/2005
       88083001              0.0025           6.3725         N                    926.95             926.95           11/30/2005
       88085782              0.0025           6.6225         N                   2757.03            2772.92           11/30/2005
       88087978              0.0025           6.3725         N                   1678.33            1678.34           11/30/2005
       88088299              0.0025           6.1225         N                    2898.5             2898.5           11/30/2005
        4290116              0.0025           5.4975         N                    711.52                713           11/30/2005
        4290336              0.0025           5.9975         N                    508.33             508.33           11/30/2005
        4290372              0.0025           6.1225         N                    743.75             743.75           11/30/2005
        4290506              0.0025           5.1225         N                   1276.74            1276.74           11/30/2005
        4290563              0.0025           5.3725         N                    828.95             828.95           11/30/2005
        4291698              0.0025           6.4975         N                     427.5              427.5           11/30/2005
        4292567              0.0025           5.7475         N                       808                808           11/30/2005
        4292578              0.0025           5.6225         N                   1507.43            1507.43           11/30/2005
        4292627              0.0025           6.2475         N                   1256.67            1256.67           11/30/2005
        4292663              0.0025           5.4975         N                    817.01             817.01           11/30/2005
        4292696              0.0025           5.3725         N                      1500               1500           11/30/2005
        4292771              0.0025           5.6225         N                   1610.73            1610.73           11/30/2005
        4292934              0.0025           6.7475         Y                    743.17             743.17           11/30/2005
        4293028              0.0025           5.6225         N                    598.64             598.64           11/30/2005
        4293044              0.0025           5.4975         N                   1866.85            1866.85           11/30/2005
        4293074              0.0025           5.7475         N                     918.1              918.2           11/30/2005
        4293650              0.0025           5.9975         N                    812.45              812.5           11/30/2005
        4294104              0.0025           6.4975         N                   1705.02             1705.5           11/30/2005
        4294358              0.0025           6.2475         N                    853.67             853.67           11/30/2005
        4295103              0.0025           5.8725         N                    714.39             714.58           11/30/2005
        4295243              0.0025           5.6225         N                   1774.62            1774.62           11/30/2005
        4295773              0.0025           5.6225         N                    440.63             440.63           11/30/2005
        4295782              0.0025           5.6225         N                   1253.33            1253.33           11/30/2005
        4296344              0.0025           5.6225         N                    939.75             939.76           11/30/2005
        4296386              0.0025           6.2475         N                   1906.67            1906.67           11/30/2005
        1776305              0.0025           5.6225         N                   1698.36            1698.36           11/30/2005
        1777315              0.0025           5.6225         N                   1419.72            1420.07           11/30/2005
        3196829              0.0025           5.6225         N                    814.91             815.16           11/30/2005
        3196917              0.0025           5.6225         Y                   1005.62            1005.62           11/30/2005
        3379777              0.0025           5.7475         N                   1045.14            1045.14           11/30/2005
        3380717              0.0025           5.7475         N                   1293.18             1293.5           11/30/2005
        3381104              0.0025           5.3725         N                    476.25             476.25           11/30/2005
        3381205              0.0025           6.2475         N                   1170.09            1170.09           11/30/2005
        3508145              0.0025           5.4975         N                   1393.58            1393.58           11/30/2005
        3542670              0.0025           5.2475         N                    734.07             734.07           11/30/2005
        3575676              0.0025           5.4975         N                    673.71             673.71           11/30/2005
        3604349              0.0025           5.7475         N                   1219.25            1219.25           11/30/2005
        3785152              0.0025           5.4975         Y                   1465.56            1465.56           11/30/2005
        3843647              0.0025           5.6225         N                   1039.34            1039.34           11/30/2005
        3885536              0.0025           5.3725         N                    960.94             960.94           11/30/2005
        3891807              0.0025           5.6225         N                   1021.27            1021.27           11/30/2005
        3903651              0.0025           5.6225         N                   1032.28            1032.28           11/30/2005
        3989287              0.0025           5.6225         N                   1235.45            1235.45           11/30/2005
        4024937              0.0025           5.6225         N                   1293.23            1293.23           11/30/2005
        4030637              0.0025           5.3725         N                   1354.69            1354.69           11/30/2005
        4050609              0.0025           6.4975         Y                    676.67             676.67           11/30/2005
        4064177              0.0025           5.8725         N                    902.49             904.97           11/30/2005
        4073345              0.0025           5.6225         N                   1760.36            1760.79           11/30/2005
        4113560              0.0025           5.1225         N                    1097.4             1097.4           11/30/2005
        4123789              0.0025           6.3725         Y                    511.78             511.78           11/30/2005
        4125102              0.0025           5.2475         Y                   1145.83            1145.83           11/30/2005
        4228708              0.0025           5.4975         N                   1628.17            1628.17           11/30/2005
        4229146              0.0025           5.4975         N                    1069.5             1069.5           11/30/2005
        4231306              0.0025           5.4975         N                   1061.83            1061.83           11/30/2005
        4227394              0.0025           5.2475         Y                    1334.3             1334.3           11/30/2005
        4228751              0.0025           6.6225         N                     448.7             448.71           11/30/2005
        4231388              0.0025           5.7475         N                   1179.44            1179.44           11/30/2005
        4231492              0.0025           5.1225         N                    940.76             940.76           11/30/2005
        4234155              0.0025           5.4975         N                   1039.31            1054.17           11/30/2005
        4234219              0.0025           5.4975         N                   1485.42            1485.42           11/30/2005
        4234406              0.0025           5.7475         N                       710                710           11/30/2005
        4234675              0.0025           5.6225         N                   1031.41            1031.41           11/30/2005
        4235084              0.0025           6.6225         N                    773.44             773.44           11/30/2005
        4235150              0.0025           6.6225         N                    719.58             719.58           11/30/2005
        4236716              0.0025           5.3725         N                    843.75             843.75           11/30/2005
        4237437              0.0025           7.1225         Y                   1034.34            1034.34           11/30/2005
        4237485              0.0025           5.8725         N                   1498.58            1498.58           11/30/2005
        4239144              0.0025           5.4975         N                   2098.82            2098.82           11/30/2005
        4239638              0.0025           5.2475         N                   1026.57            1026.57           11/30/2005
        4239775              0.0025           6.8725         N                   1021.81            1021.99           11/30/2005
        4239781              0.0025           6.8725         N                    489.24             489.84           11/30/2005
        4240223              0.0025           5.6225         N                   1069.49            1069.49           11/30/2005
        4241662              0.0025           6.2475         N                   1283.75            1283.75           11/30/2005
        4242038              0.0025           5.7475         N                    1257.5             1257.5           11/30/2005
        4242085              0.0025           5.6225         N                     776.1              776.1           11/30/2005
        4242212              0.0025           6.3025         N                   1042.54            1042.54           11/30/2005
        4242215              0.0025           5.7475         N                    1172.5             1172.5           11/30/2005
        4242421              0.0025           5.4975         N                     862.5              862.5           11/30/2005
        4242488              0.0025           5.1225         N                   1324.34            1324.34           11/30/2005
        4242715              0.0025           5.6225         Y                    343.69             343.69           11/30/2005
        4231126              0.0025           5.7475         N                       852                852           11/30/2005
        4242897              0.0025           5.7475         N                      1400               1400           11/30/2005
        4242915              0.0025           5.9975         N                       875                875           11/30/2005
        4243042              0.0025           6.2475         N                   1896.21            1896.21           11/30/2005
        4243440              0.0025           5.9975         N                    1437.5             1437.5           11/30/2005
        4243752              0.0025           6.2475         N                   1025.92            1025.92           11/30/2005
        4245099              0.0025           5.7475         N                   1119.19               1120           11/30/2005
        4245411              0.0025           5.2475         Y                   1429.57            1430.23           11/30/2005
        4248038              0.0025           5.8725         N                   1065.75            1065.75           11/30/2005
        4248110              0.0025           6.2475         N                   1081.91            1083.33           11/30/2005
        4248169              0.0025           5.9975         N                    859.38             859.38           11/30/2005
        4248310              0.0025           5.4975         N                    742.31             742.31           11/30/2005
        4248378              0.0025           5.4975         N                   1303.33            1303.33           11/30/2005
        4248493              0.0025           5.6225         N                    1062.4             1062.4           11/30/2005
        4248501              0.0025           5.4975         N                    905.71             905.71           11/30/2005
        4248726              0.0025           5.1225         N                   1595.92            1595.92           11/30/2005
        4253781              0.0025           5.6225         N                    1026.9            1028.13           11/30/2005
        4253973              0.0025           5.6225         N                   1332.48            1332.65           11/30/2005
        4254038              0.0025           6.1675         Y                    814.87             814.87           11/30/2005
        4254439              0.0025           5.8725         N                    1494.5             1494.5           11/30/2005
        4254625              0.0025           5.6225         N                   1439.38            1439.38           11/30/2005
        4255213              0.0025           5.6225         N                    844.98             845.02           11/30/2005
        4255474              0.0025           5.7475         N                    712.99                716           11/30/2005
        4255699              0.0025           5.8725         N                    755.42             755.42           11/30/2005
        4260646              0.0025           5.3725         N                      1200               1200           11/30/2005
        4260660              0.0025           4.9975         N                   1283.33            1283.33           11/30/2005
        4260841              0.0025           5.6225         N                   1527.11            1527.11           11/30/2005
        4260901              0.0025           5.4975         N                    900.83             900.83           11/30/2005
        4260978              0.0025           5.3725         N                    788.65             788.65           11/30/2005
        4261195              0.0025           5.7475         N                   1918.57            1918.57           11/30/2005
        4262395              0.0025           5.8725         N                    956.88             959.58           11/30/2005
        4262430              0.0025           5.9975         N                   1208.33            1208.33           11/30/2005
        4262456              0.0025           5.8725         N                   1572.08            1572.08           11/30/2005
        4262493              0.0025           5.8725         N                   1084.13            1084.13           11/30/2005
        4262879              0.0025           5.8725         N                   1008.07            1008.07           11/30/2005
        4264382              0.0025           5.2475         N                      1485               1485           11/30/2005
        4264627              0.0025           5.3725         N                     937.5              937.5           11/30/2005
        4264690              0.0025           5.8725         N                   1458.27            1458.27           11/30/2005
        4264967              0.0025           5.7475         N                    559.14              559.5           11/30/2005
        4265778              0.0025           6.2475         N                   1906.67            1906.67           11/30/2005
        4266899              0.0025           5.2475         N                   1236.69             1237.5           11/30/2005
        4267068              0.0025           6.3725         N                    618.33             618.33           11/30/2005
        4267142              0.0025           5.4975         N                    548.56             548.56           11/30/2005
        4267449              0.0025           6.6225         N                    802.08             802.08           11/30/2005
        4267539              0.0025           5.4975         N                   1723.32            1723.32           11/30/2005
        4267627              0.0025           5.4975         N                   1087.78            1087.78           11/30/2005
        4267890              0.0025           5.3725         N                      1575               1575           11/30/2005
        4269728              0.0025           6.6225         N                    515.63             515.63           11/30/2005
        4269838              0.0025           5.6225         N                    857.75             857.75           11/30/2005
        4296437              0.0025           5.7475         N                       775                775           11/30/2005
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        4296762              0.0025           5.8725         N                   1531.25            1531.25           11/30/2005
        4297293              0.0025           5.7475         N                   1299.25            1299.25           11/30/2005
        4297408              0.0025           5.8725         N                   1811.97            1811.98           11/30/2005
        4297905              0.0025           7.2475         N                    725.59             725.81           11/30/2005
        4298064              0.0025           5.7475         N                      1460               1460           11/30/2005
        4298298              0.0025           5.8725         N                    586.77             586.98           11/30/2005
        4298584              0.0025           5.8725         N                      1029               1029           11/30/2005
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        4299289              0.0025           6.4975         N                       225                225           11/30/2005
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        4300572              0.0025           5.9975         N                   1145.83            1145.83           11/30/2005
        4300799              0.0025           6.1225         N                     573.6             573.75           11/30/2005
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        4270773              0.0025           5.7475         N                     935.3              935.3           11/30/2005
        4272472              0.0025           5.9975         N                   1687.06             1687.5           11/30/2005
        4272575              0.0025           5.8725         N                   1190.92            1190.92           11/30/2005
        4272576              0.0025           5.9975         N                    397.14             397.14           11/30/2005
        4272741              0.0025           5.1225         N                    688.34             688.34           11/30/2005
        4272842              0.0025           6.1225         N                   1840.25            1840.25           11/30/2005
        4272958              0.0025           5.6225         N                   1227.65            1227.88           11/30/2005
        4273075              0.0025           5.4975         N                   1652.14            1652.14           11/30/2005
        4274156              0.0025           6.2475         N                    632.67             632.67           11/30/2005
        4275213              0.0025           5.8725         N                    694.35             694.42           11/30/2005
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        4275663              0.0025           4.6225         N                    580.02             580.02           11/30/2005
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        4276547              0.0025           5.4975         N                     862.5              862.5           11/30/2005
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        4278106              0.0025           5.7475         N                       920                920           11/30/2005
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        4280023              0.0025           5.7475         N                    783.25             783.25           11/30/2005
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        4281785              0.0025           5.7475         N                      1360               1360           11/30/2005
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        4286487              0.0025           5.8725         N                   1215.83            1216.83           11/30/2005
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        4286674              0.0025           6.3725         N                    463.75             463.75           11/30/2005
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        4289906              0.0025           5.6225         N                    598.27             598.27           11/30/2005
       30670640              0.0025           5.4975         N                   1615.63            1615.63           11/30/2005
       30672083              0.0025           5.3725         N                    958.33             958.33           11/30/2005
       30673032              0.0025           5.2475         N                    693.75             693.75           11/30/2005
       30673255              0.0025           6.3725         N                      1701               1701           11/30/2005
       30673305              0.0025           5.6225         N                      2580               2580           11/30/2005
       30673545              0.0025           5.8725         Y                   1991.66            1991.67           11/30/2005
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       30674402              0.0025           4.8725         N                    987.35             987.35           11/30/2005
       30674618              0.0025           6.3725         N                   1889.47               1890           11/30/2005
       30675037              0.0025           5.8725         N                      2123               2123           11/30/2005
       30675045              0.0025           5.4975         N                   1801.67            1801.67           11/30/2005
       30675060              0.0025           5.8725         N                   1719.09            1719.09           11/30/2005
       30675078              0.0025           5.8725         Y                    740.63             740.63           11/30/2005
       30675508              0.0025           5.8725         N                   1119.79            1119.79           11/30/2005
       30675573              0.0025           5.4975         N                   2860.21            2863.08           11/30/2005
       30675615              0.0025           5.6225         N                    4999.5             4999.5           11/30/2005
       30675912              0.0025           6.1225         N                   1408.06            1408.06           11/30/2005
       30676613              0.0025           5.8725         N                   1395.83            1395.83           11/30/2005
       30676662              0.0025           5.4975         N                   1272.92            1272.92           11/30/2005
       30676688              0.0025           5.8725         N                   2291.67            2291.67           11/30/2005
       30676936              0.0025           5.3725         N                    2357.5             2357.5           11/30/2005
       30677041              0.0025           5.7475         N                    902.42             902.42           11/30/2005
       30677249              0.0025           6.1225         N                     884.5              884.5           11/30/2005
        4314944              0.0025           5.3725         N                   2207.81            2207.81            12/1/2005
        4314954              0.0025           6.7475         N                       259                259            12/1/2005
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        4317033              0.0025           5.4975         N                    620.93             620.93            12/1/2005
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        4322001              0.0025           6.1225         N                   1395.86            1395.86            12/1/2005
        4322272              0.0025           5.8725         N                    606.38             606.38            12/1/2005
        4322280              0.0025           5.8725         N                    589.02             589.02            12/1/2005
        4322285              0.0025           5.8725         N                    588.77             588.77            12/1/2005
        4322289              0.0025           5.8725         N                    606.38             606.38            12/1/2005
        4322637              0.0025           5.6225         N                   1272.92            1272.92            12/1/2005
        4324632              0.0025           6.6225         N                   3054.72            3054.72            12/1/2005
        4325097              0.0025           5.9975         N                     437.5              437.5            12/1/2005
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        4325839              0.0025           5.9975         N                   2791.67            2791.67            12/1/2005
        4326800              0.0025           6.6225         N                   1503.33            1503.33            12/1/2005
        4327160              0.0025           5.7475         N                      2100               2100            12/1/2005
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        4327507              0.0025           5.7725         Y                    597.66             597.66            12/1/2005
        4327888              0.0025           5.2475         N                   2346.67            2346.67            12/1/2005
        4328830              0.0025           6.3545         Y                       945                945            12/1/2005
        4329457              0.0025           5.9975         N                    1562.5             1562.5            12/1/2005
        4329536              0.0025           5.7475         N                      1900               1900            12/1/2005
        4348482              0.0025           5.2475         N                    773.67             773.67            12/1/2005
        4349261              0.0025           5.4975         N                   1370.42            1370.42            12/1/2005
        4349324              0.0025           5.9975         N                   1330.73            1330.73            12/1/2005
        4350623              0.0025           6.3725         N                   1413.33            1413.33            12/1/2005
        4350746              0.0025           5.9975         N                   3281.25            3281.25            12/1/2005
        4351457              0.0025           7.2875         Y                    994.97             994.97            12/1/2005
        4351570              0.0025           5.3725         N                   1017.77            1017.77            12/1/2005
        4351762              0.0025           6.1225         N                    796.88             796.88            12/1/2005
        4351979              0.0025           5.6225         N                    646.25             646.25            12/1/2005
        4353753              0.0025           6.1225         N                    717.19             717.19            12/1/2005
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        4357178              0.0025           5.5555         Y                      1275               1275            12/1/2005
        4357197              0.0025           5.4975         N                    900.83             900.83            12/1/2005
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        4357235              0.0025           6.2475         N                   2051.56            2051.56            12/1/2005
        4357520              0.0025           7.3725         N                   2567.08            2567.08            12/1/2005
        4358016              0.0025           6.6225         N                    4812.5             4812.5            12/1/2005
        4359110              0.0025           6.1225         N                    956.25             956.25            12/1/2005
        4359464              0.0025           5.4975         N                   2098.75            2098.75            12/1/2005
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        4359708              0.0025           6.2475         N                    4062.5             4062.5            12/1/2005
        4360116              0.0025           6.7475         N                   1815.33            1815.33            12/1/2005
        4360396              0.0025           6.4975         N                      3195               3195            12/1/2005
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        4361851              0.0025           5.8725         N                   3470.83            3470.83            12/1/2005
        4312626              0.0025           5.4975         N                   1383.59            1383.59            12/1/2005
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        4204044              0.0025           4.7475         N                    990.27             990.27            12/1/2005
        4204275              0.0025           5.4975         N                    785.83             785.83            12/1/2005
        4206688              0.0025           5.2475         N                   2141.33            2141.33            12/1/2005
        4207595              0.0025           6.2475         N                   1678.78            1678.78            12/1/2005
        4212147              0.0025           6.4975         N                    534.38             534.38            12/1/2005
        4212642              0.0025           5.1225         N                    628.88             628.88            12/1/2005
        4214289              0.0025           5.2475         N                   1135.58            1135.58            12/1/2005
        4216396              0.0025           5.7475         N                    3069.7             3069.7            12/1/2005
        4217222              0.0025           6.3725         N                   1876.53            1876.53            12/1/2005
        4222760              0.0025           5.2475         N                   1388.75            1388.75            12/1/2005
        4234412              0.0025           4.4975         N                   2567.81            2567.81            12/1/2005
        4234667              0.0025           5.8725         N                    942.23             942.23            12/1/2005
        4238300              0.0025           6.2475         Y                   1186.09            1186.09            12/1/2005
        4239339              0.0025           4.9975         N                      1680               1680            12/1/2005
        4242786              0.0025           5.6225         N                    374.78             374.78            12/1/2005
        4245102              0.0025           5.2475         N                   3690.63            3690.63            12/1/2005
        4245396              0.0025           5.2475         N                   1055.78            1055.78            12/1/2005
        4248127              0.0025           5.3725         N                    864.38             864.38            12/1/2005
        4248203              0.0025           4.6225         N                    497.25             497.25            12/1/2005
        4248387              0.0025           4.9975         N                    807.52             807.52            12/1/2005
        4254844              0.0025           5.8725         N                   1835.71            1835.71            12/1/2005
        4254960              0.0025           5.8725         N                   1378.89            1378.89            12/1/2005
        4256769              0.0025           6.3725         N                   1254.33            1254.33            12/1/2005
        4259006              0.0025           4.8725         N                    546.67             546.67            12/1/2005
        4298530              0.0025           5.8725         N                     534.7              534.7            12/1/2005
        4299726              0.0025           5.8725         N                    898.33             898.33            12/1/2005
        4299863              0.0025           6.1225         N                      1785               1785            12/1/2005
        4300885              0.0025           5.2475         N                   1278.06            1278.06            12/1/2005
        4300903              0.0025           5.2475         Y                   2206.88            2206.88            12/1/2005
        4301290              0.0025           5.4975         N                   1383.83            1383.83            12/1/2005
        4301349              0.0025           6.1225         N                    941.38             941.38            12/1/2005
        4303960              0.0025           5.9975         N                   1936.98            1936.98            12/1/2005
        4304756              0.0025           6.3725         N                   1048.41            1048.41            12/1/2005
        4305383              0.0025           4.9975         N                     647.5              647.5            12/1/2005
        4305663              0.0025           5.1225         N                      1075               1075            12/1/2005
        4306008              0.0025           5.4975         N                    1207.5             1207.5            12/1/2005
        4306054              0.0025           5.3725         N                    656.25             656.25            12/1/2005
        4306106              0.0025           5.4975         N                     908.5              908.5            12/1/2005
        4306348              0.0025           4.7475         N                    733.33             733.33            12/1/2005
        4306716              0.0025           5.6225         N                    1753.2             1753.2            12/1/2005
        4306738              0.0025           5.2475         N                   1723.33            1723.33            12/1/2005
        4307446              0.0025           5.9975         N                   2254.17            2254.17            12/1/2005
        4308791              0.0025           4.8725         N                     807.7              807.7            12/1/2005
        4311401              0.0025           5.3725         N                   1007.81            1007.81            12/1/2005
        4311902              0.0025           5.2475         N                   2841.67            2841.67            12/1/2005
        4312340              0.0025           7.2475         N                   4140.94            4140.94            12/1/2005
        4312699              0.0025           5.3725         N                   1054.69            1054.69            12/1/2005
        4312713              0.0025           4.9975         N                    582.58             582.58            12/1/2005
        4312731              0.0025           5.1225         N                    507.49             507.49            12/1/2005
        4313430              0.0025           5.4975         N                      1104               1104            12/1/2005
        4314315              0.0025           5.4975         N                   1346.78            1346.78            12/1/2005
        4314822              0.0025           5.4975         N                   2319.17            2319.17            12/1/2005
        4315074              0.0025           5.9975         Y                   1351.99            1351.99            12/1/2005
        4315225              0.0025           5.9975         N                   1249.48            1249.48            12/1/2005
        4316787              0.0025           5.7475         Y                    773.08             773.08            12/1/2005
        4316812              0.0025           5.0375         Y                   2213.72            2213.72            12/1/2005
        4316864              0.0025           5.9975         N                   1395.83            1395.83            12/1/2005
        4317398              0.0025           5.6225         N                    477.83             477.83            12/1/2005
        4317468              0.0025           5.9975         Y                    909.38             909.38            12/1/2005
        4319021              0.0025           5.1225         N                   1124.27            1124.27            12/1/2005
        4319027              0.0025           4.9975         N                       840                840            12/1/2005
        4319627              0.0025           5.4975         N                   1180.19            1180.19            12/1/2005
        4319660              0.0025           5.6225         N                   1566.67            1566.67            12/1/2005
        4319880              0.0025           5.3725         N                   1778.51            1778.51            12/1/2005
        4320079              0.0025           4.7475         N                       700                700            12/1/2005
        4320269              0.0025           5.6225         Y                   1101.56            1101.56            12/1/2005
        4320971              0.0025           5.6225         N                    1527.5             1527.5            12/1/2005
        4321403              0.0025           5.3725         N                   1518.75            1518.75            12/1/2005
        4321885              0.0025           6.3725         N                   1938.92            1938.92            12/1/2005
        4322029              0.0025           5.9975         N                    539.06             539.06            12/1/2005
        4332808              0.0025           5.6225         N                    900.83             900.83            12/1/2005
        4332863              0.0025           4.6225         N                       975                975            12/1/2005
        4334684              0.0025           6.2475         N                      1625               1625            12/1/2005
        4334749              0.0025           5.6225         N                    955.67             955.67            12/1/2005
        4334769              0.0025           5.6225         N                    493.11             493.11            12/1/2005
        4335039              0.0025           5.2475         N                    808.54             808.54            12/1/2005
        4335197              0.0025           6.9975         N                      1131               1131            12/1/2005
        4336330              0.0025           5.4975         N                   1284.17            1284.17            12/1/2005
        4337001              0.0025           5.2475         N                   1723.24            1723.24            12/1/2005
        4337208              0.0025           5.3985         Y                   1295.44            1295.44            12/1/2005
        4337511              0.0025           5.6225         Y                   1442.07            1442.07            12/1/2005
        4337704              0.0025           4.9975         N                   1365.33            1365.33            12/1/2005
        4337778              0.0025           5.1225         N                   1508.58            1508.58            12/1/2005
        4337833              0.0025           5.6225         N                   2346.08            2346.08            12/1/2005
        4337843              0.0025           5.1225         N                      1247               1247            12/1/2005
        4337998              0.0025           4.7475         N                   2708.33            2708.33            12/1/2005
        4340216              0.0025           6.6225         N                     962.5              962.5            12/1/2005
        4340415              0.0025           4.8725         N                       738                738            12/1/2005
        4340538              0.0025           5.8725         N                   1756.42            1756.42            12/1/2005
        4340574              0.0025           5.3725         N                   3046.88            3046.88            12/1/2005
        4340858              0.0025           6.1225         N                   1368.08            1368.08            12/1/2005
        4342593              0.0025           5.7475         N                       596                596            12/1/2005
        4342605              0.0025           5.4975         N                    961.21             961.21            12/1/2005
        4355496              0.0025           5.6225         N                    532.67             532.67            12/1/2005
        4356489              0.0025           5.4975         N                       667                667            12/1/2005
        4356647              0.0025           4.8725         Y                    569.94             569.94            12/1/2005
        4357336              0.0025           5.4975         N                    987.75             987.75            12/1/2005
        4358738              0.0025           6.1225         N                   1092.54            1092.54            12/1/2005
        4359358              0.0025           5.3725         N                   1346.25            1346.25            12/1/2005
        4360475              0.0025           5.4975         N                    858.67             858.67            12/1/2005
        4360849              0.0025           5.6225         N                    939.61             939.61            12/1/2005
        4361322              0.0025           4.6225         N                   1725.75            1725.75            12/1/2005
        4361657              0.0025           5.7475         N                    851.25             851.25            12/1/2005
        4361809              0.0025           4.7475         N                   2644.39            2644.39            12/1/2005
        4361826              0.0025           5.7475         N                   1511.28            1511.28            12/1/2005
        4362355              0.0025           4.9975         N                   1093.75            1093.75            12/1/2005
        4363202              0.0025           5.9975         N                   1731.25            1731.25            12/1/2005
        4363475              0.0025           6.4695         Y                   3072.92            3072.92            12/1/2005
        4364369              0.0025           4.9975         N                    1557.5             1557.5            12/1/2005
        4364420              0.0025           5.2475         N                   1438.97            1438.97            12/1/2005
        4365027              0.0025           4.8725         N                   1232.56            1232.56            12/1/2005
        4365489              0.0025           7.3725         N                   3938.95            3938.95            12/1/2005
        4366066              0.0025           5.6225         N                   1049.67            1049.67            12/1/2005
        4366090              0.0025           6.8725         N                    3562.5             3562.5            12/1/2005
        4366727              0.0025           5.4975         N                      1150               1150            12/1/2005
        4366847              0.0025           5.9975         Y                    534.38             534.38            12/1/2005
        4366872              0.0025           5.6225         N                    763.75             763.75            12/1/2005
        4116652              0.0025           5.7475         Y                    909.87             909.87            12/1/2005
        4124592              0.0025           5.2995         Y                   2278.03            2278.03            12/1/2005
        4125178              0.0025           5.2475         N                   1562.92            1562.92            12/1/2005
        4127494              0.0025           5.2475         N                   1920.84            1920.84            12/1/2005
        4130913              0.0025           5.7475         N                      2000               2000            12/1/2005
        4135018              0.0025           5.9975         N                   1569.79            1569.79            12/1/2005
        4164971              0.0025           5.7475         N                   1134.38            1134.38            12/1/2005
        4206922              0.0025           4.9975         N                    809.38             809.38            12/1/2005
        4207873              0.0025           5.2475         N                    1182.5             1182.5            12/1/2005
        4215781              0.0025           5.7475         N                    1759.6             1759.6            12/1/2005
        4225094              0.0025           6.2475         N                   2643.33            2643.33            12/1/2005
        4227513              0.0025           6.0215         Y                   1391.25            1391.25            12/1/2005
        4240284              0.0025           5.6225         N                    524.83             524.83            12/1/2005
        4242437              0.0025           5.4975         N                   3501.44            3501.44            12/1/2005
        4244772              0.0025           5.6225         N                   1366.92            1366.92            12/1/2005
        4245632              0.0025           6.2565         Y                   1417.97            1417.97            12/1/2005
        4252424              0.0025           5.9975         N                    998.96             998.96            12/1/2005
        4253254              0.0025           5.7475         N                       968                968            12/1/2005
        4267370              0.0025           5.4975         N                   1492.49            1492.49            12/1/2005
        4267936              0.0025           5.6225         N                   1868.25            1868.25            12/1/2005
        4269982              0.0025           5.7475         N                      2300               2300            12/1/2005
        4270393              0.0025           5.8725         N                    671.96             671.96            12/1/2005
        4270402              0.0025           5.8725         N                    524.71             524.71            12/1/2005
        4270404              0.0025           5.3725         N                    781.88             781.88            12/1/2005
        4298547              0.0025           5.2475         N                   1648.17            1648.17            12/1/2005
        4298703              0.0025           5.9975         N                      1125               1125            12/1/2005
        4298727              0.0025           5.3725         N                   2302.63            2302.63            12/1/2005
        4300030              0.0025           6.1225         N                      1785               1785            12/1/2005
        4300254              0.0025           5.6225         N                   1088.43            1088.43            12/1/2005
        4300357              0.0025           5.2845         Y                   1471.04            1471.04            12/1/2005
        4300421              0.0025           6.7475         N                   1128.75            1128.75            12/1/2005
        4300739              0.0025           5.7475         N                      1425               1425            12/1/2005
        4301068              0.0025           5.4975         N                    832.82             832.82            12/1/2005
        4301416              0.0025           5.9975         N                     687.5              687.5            12/1/2005
        4301439              0.0025           5.7475         N                   2005.74            2005.74            12/1/2005
        4301510              0.0025           5.7475         N                    1822.5             1822.5            12/1/2005
        4303215              0.0025           6.1225         N                   1253.75            1253.75            12/1/2005
        4303247              0.0025           5.7475         N                   1483.89            1483.89            12/1/2005
        4303673              0.0025           5.2475         N                    377.87             377.87            12/1/2005
        4304022              0.0025           5.4975         N                    427.79             427.79            12/1/2005
        4304036              0.0025           5.4975         N                    450.56             450.56            12/1/2005
        4304043              0.0025           5.6225         N                   1335.58            1335.58            12/1/2005
        4304064              0.0025           5.4975         N                    430.79             430.79            12/1/2005
        4304065              0.0025           5.4975         N                    439.48             439.48            12/1/2005
        4304600              0.0025           6.2475         N                      2106               2106            12/1/2005
        4305480              0.0025           6.2475         N                   2621.67            2621.67            12/1/2005
        4305696              0.0025           6.1225         N                   1391.88            1391.88            12/1/2005
        4305954              0.0025           5.6225         N                    747.24             747.24            12/1/2005
        4306131              0.0025           5.7475         N                      2000               2000            12/1/2005
        4329720              0.0025           5.2475         N                    435.42             435.42            12/1/2005
        4329845              0.0025           6.1225         N                      1020               1020            12/1/2005
        4330103              0.0025           5.6225         N                   1400.77            1400.77            12/1/2005
        4332073              0.0025           5.4975         N                    796.41             796.41            12/1/2005
        4332109              0.0025           4.9975         N                      1239               1239            12/1/2005
        4335237              0.0025           5.3725         N                    1837.5             1837.5            12/1/2005
        4336417              0.0025           6.2475         N                      1898               1898            12/1/2005
        4336733              0.0025           6.4975         N                    3388.5             3388.5            12/1/2005
        4339234              0.0025           6.7475         N                    830.67             830.67            12/1/2005
        4339440              0.0025           6.1225         N                   2330.86            2330.86            12/1/2005
        4339541              0.0025           5.8725         Y                   1988.07            1988.07            12/1/2005
        4340160              0.0025           6.4975         N                   2559.38            2559.38            12/1/2005
        4340405              0.0025           5.8715         Y                   1393.72            1393.72            12/1/2005
        4340473              0.0025           5.9975         N                   1041.67            1041.67            12/1/2005
        4340903              0.0025           6.2475         N                    645.23             645.23            12/1/2005
        4341000              0.0025           5.7475         N                       680                680            12/1/2005
        4342312              0.0025           6.3725         Y                   1269.79            1269.79            12/1/2005
        4342445              0.0025           6.8725         N                   2873.75            2873.75            12/1/2005
        4344252              0.0025           6.9555         Y                    829.22             829.22            12/1/2005
        4345681              0.0025           6.6225         N                   1776.04            1776.04            12/1/2005
        4345765              0.0025           5.9975         N                   1302.08            1302.08            12/1/2005
        4345785              0.0025           6.2475         N                       689                689            12/1/2005
        4345863              0.0025           5.1225         N                   1791.67            1791.67            12/1/2005
        4346482              0.0025           6.2475         N                   1178.13            1178.13            12/1/2005
        4346597              0.0025           5.7475         Y                      1190               1190            12/1/2005
        4335006              0.0025           7.1225         Y                   3418.85            3418.85            12/1/2005
        4335198              0.0025           5.2475         N                   1409.38            1409.38            12/1/2005
        4335314              0.0025           5.3725         N                    748.42             748.42            12/1/2005
        4335334              0.0025           6.2475         N                     444.1              444.1            12/1/2005
        4335554              0.0025           6.7475         Y                    711.08             711.08            12/1/2005
        4335728              0.0025           6.7475         Y                    632.92             632.92            12/1/2005
        4335763              0.0025           6.6225         N                   2630.83            2630.83            12/1/2005
        4336512              0.0025           6.8575         Y                   1434.38            1434.38            12/1/2005
        4336841              0.0025           5.3725         N                    2212.5             2212.5            12/1/2005
        4336855              0.0025           6.6225         N                   3253.59            3253.59            12/1/2005
        4337192              0.0025           5.9975         N                   1871.79            1871.79            12/1/2005
        4337317              0.0025           5.1225         N                   1212.96            1212.96            12/1/2005
        4337604              0.0025           5.4975         N                    373.49             373.49            12/1/2005
        4337634              0.0025           5.1105         Y                    1912.5             1912.5            12/1/2005
        4337685              0.0025           5.2475         N                   1560.86            1560.86            12/1/2005
        4337712              0.0025           5.2475         N                    1648.4             1648.4            12/1/2005
        4337817              0.0025           5.6225         N                    744.17             744.17            12/1/2005
        4337895              0.0025           5.3725         N                    755.27             755.27            12/1/2005
        4337935              0.0025           5.3725         N                   1013.16            1013.16            12/1/2005
        4337961              0.0025           5.6225         N                   1370.59            1370.59            12/1/2005
        4339887              0.0025           5.8725         N                   1245.42            1245.42            12/1/2005
        4340053              0.0025           6.9975         Y                   2073.17            2073.17            12/1/2005
        4340179              0.0025           5.9975         N                   1427.08            1427.08            12/1/2005
        4340182              0.0025           6.2475         N                       650                650            12/1/2005
        4316166              0.0025           6.1135         Y                   1720.69            1720.69            12/1/2005
        4316762              0.0025           6.2475         N                   1343.33            1343.33            12/1/2005
        4317061              0.0025           5.7475         Y                   1807.65            1807.65            12/1/2005
        4318116              0.0025           5.6225         N                   1037.92            1037.92            12/1/2005
        4318470              0.0025           5.6225         N                   1556.49            1556.49            12/1/2005
        4319057              0.0025           5.7475         N                       800                800            12/1/2005
        4319365              0.0025           5.9975         N                    738.87             738.87            12/1/2005
        4319629              0.0025           5.6225         Y                   1681.71            1681.71            12/1/2005
        4319631              0.0025           5.6225         N                    1062.4             1062.4            12/1/2005
        4319640              0.0025           7.0085         Y                   2181.46            2181.46            12/1/2005
        4320055              0.0025           5.6225         N                   1174.21            1174.21            12/1/2005
        4320395              0.0025           6.6225         N                   1970.83            1970.83            12/1/2005
        4320583              0.0025           6.3725         N                    651.46             651.46            12/1/2005
        4321420              0.0025           6.7475         N                   2296.88            2296.88            12/1/2005
        4321803              0.0025           6.1225         Y                   2122.88            2122.88            12/1/2005
        4321914              0.0025           6.3725         Y                    491.91             491.91            12/1/2005
        4322318              0.0025           6.1225         N                    473.65             473.65            12/1/2005
        4322510              0.0025           6.2475         N                    800.31             800.31            12/1/2005
        4322617              0.0025           6.3725         N                   2263.54            2263.54            12/1/2005
        4322727              0.0025           5.2475         N                      2200               2200            12/1/2005
        4324812              0.0025           5.4975         N                   1257.33            1257.33            12/1/2005
        4324840              0.0025           5.1225         N                   1746.88            1746.88            12/1/2005
        4324956              0.0025           5.6225         N                    478.57             478.57            12/1/2005
        4325080              0.0025           5.2475         N                   3156.91            3156.91            12/1/2005
        4325124              0.0025           5.4975         N                    957.06             957.06            12/1/2005
        4357922              0.0025           6.4975         N                     913.5              913.5            12/1/2005
        4359468              0.0025           5.1225         N                   1341.51            1341.51            12/1/2005
        4362275              0.0025           5.3725         N                      1875               1875            12/1/2005
        4362650              0.0025           5.4975         N                   1209.75            1209.75            12/1/2005
        4362730              0.0025           6.3725         N                   1417.75            1417.75            12/1/2005
        4363243              0.0025           6.6225         N                   1890.63            1890.63            12/1/2005
        4364042              0.0025           6.3725         N                   1590.55            1590.55            12/1/2005
        4364174              0.0025           5.3725         Y                   1109.53            1109.53            12/1/2005
        4364774              0.0025           5.3725         N                   1856.21            1856.21            12/1/2005
        4364802              0.0025           5.1225         N                   1082.17            1082.17            12/1/2005
        4365999              0.0025           5.3045         Y                    980.16             980.16            12/1/2005
        4367866              0.0025           5.6225         N                    802.92             802.92            12/1/2005
        4367941              0.0025           5.9975         N                    1912.5             1912.5            12/1/2005
        4368352              0.0025           6.3725         N                   1433.21            1433.21            12/1/2005
        4372073              0.0025           6.4975         Y                    525.94             525.94            12/1/2005
        4372306              0.0025           5.6225         N                      1034               1034            12/1/2005
        4373914              0.0025           5.7475         N                      1300               1300            12/1/2005
        4374026              0.0025           5.1225         N                   1414.97            1414.97            12/1/2005
        4374225              0.0025           5.2475         N                   2181.67            2181.67            12/1/2005
        4374278              0.0025           5.6225         N                   1447.03            1447.03            12/1/2005
        4379263              0.0025           5.9975         N                      1500               1500            12/1/2005
        4379665              0.0025           5.9975         N                    1162.5             1162.5            12/1/2005
        4380505              0.0025           6.4975         N                       900                900            12/1/2005
        4382495              0.0025           6.6225         Y                    827.86             827.86            12/1/2005
        3780349              0.0025           5.6225         N                   1187.64            1187.64            12/1/2005
        3892202              0.0025           6.1225         N                   1049.28            1049.28            12/1/2005
        4270121              0.0025           5.2475         N                   1585.83            1585.83            12/1/2005
        4272339              0.0025           5.2475         N                    591.25             591.25            12/1/2005
        4272623              0.0025           5.9975         N                    829.17             829.17            12/1/2005
        4283441              0.0025           5.9975         N                    1812.5             1812.5            12/1/2005
        4285071              0.0025           5.6225         N                     671.4              671.4            12/1/2005
        4286813              0.0025           6.4975         Y                    903.09             903.09            12/1/2005
        4290127              0.0025           5.9975         N                    666.67             666.67            12/1/2005
        4292983              0.0025           5.3725         N                    642.19             642.19            12/1/2005
        4295276              0.0025           5.4975         N                   1293.75            1293.75            12/1/2005
        4295745              0.0025           5.6225         N                    881.25             881.25            12/1/2005
        4298598              0.0025           5.6225         N                   1758.58            1758.58            12/1/2005
        4298725              0.0025           5.3725         N                   1181.25            1181.25            12/1/2005
        4299014              0.0025           5.6225         N                   2602.77            2602.77            12/1/2005
        4299601              0.0025           5.9975         N                   1231.44            1231.44            12/1/2005
        4300692              0.0025           5.7475         N                    1073.5             1073.5            12/1/2005
        4301468              0.0025           5.4975         N                   2779.17            2779.17            12/1/2005
        4304097              0.0025           5.8725         N                    956.99             956.99            12/1/2005
        4305706              0.0025           5.6225         N                    595.33             595.33            12/1/2005
        4306549              0.0025           6.2475         Y                   1285.38            1285.38            12/1/2005
        4306629              0.0025           6.1225         N                       714                714            12/1/2005
        4307695              0.0025           6.3915         Y                   1600.67            1600.67            12/1/2005
        4309319              0.0025           6.2475         N                      1170               1170            12/1/2005
        4311800              0.0025           5.4975         N                   1035.85            1035.85            12/1/2005
        4362635              0.0025           6.3725         N                   2892.64            2892.64            12/1/2005
        4363305              0.0025           6.2475         Y                   1289.17            1289.17            12/1/2005
        4363496              0.0025           6.2475         Y                    741.42             741.42            12/1/2005
        4364813              0.0025           7.6225         N                   1033.59            1033.59            12/1/2005
        4365495              0.0025           5.8725         N                   2551.97            2551.97            12/1/2005
        4366075              0.0025           6.1225         N                   1610.75            1610.75            12/1/2005
        4366078              0.0025           6.4975         N                    1012.5             1012.5            12/1/2005
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        4306563              0.0025           5.9975         N                    838.54             838.54            12/1/2005
        4306567              0.0025           5.9975         N                       875                875            12/1/2005
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        4310602              0.0025           6.8375         Y                    703.13             703.13            12/1/2005
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        4310791              0.0025           5.7475         N                       375                375            12/1/2005
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        4311622              0.0025           5.2475         N                      1100               1100            12/1/2005
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        4312091              0.0025           5.3725         N                   1810.61            1810.61            12/1/2005
        4312745              0.0025           6.4975         Y                   1395.19            1395.19            12/1/2005
        4312761              0.0025           6.4975         N                       540                540            12/1/2005
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        4314785              0.0025           6.7475         N                    863.33             863.33            12/1/2005
        4325150              0.0025           5.6225         N                     817.6              817.6            12/1/2005
        4340863              0.0025           5.6225         N                      2115               2115            12/1/2005
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        4054542              0.0025           5.3725         N                   1994.08            1994.08            12/1/2005
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        4101397              0.0025           5.2475         N                   1993.75            1993.75            12/1/2005
        4101436              0.0025           5.2475         N                   1581.25            1581.25            12/1/2005
        4109327              0.0025           7.2475         N                   6338.39            6338.39            12/1/2005
        4125374              0.0025           5.6225         N                   2589.88            2589.88            12/1/2005
        4127606              0.0025           5.2475         N                   1135.58            1135.58            12/1/2005
        4154313              0.0025           6.0875         Y                   1681.51            1681.51            12/1/2005
        4223688              0.0025           6.2475         N                   3459.35            3459.35            12/1/2005
        4236849              0.0025           5.8725         N                   1666.16            1666.16            12/1/2005
        4239627              0.0025           5.6225         N                    979.17             979.17            12/1/2005
        4239666              0.0025           5.9975         N                   1132.92            1132.92            12/1/2005
        4242511              0.0025           5.6225         N                   1395.31            1395.31            12/1/2005
        4248246              0.0025           5.4975         N                    958.33             958.33            12/1/2005
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        4256700              0.0025           5.9975         N                    479.17             479.17            12/1/2005
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        4267928              0.0025           5.6225         N                    881.25             881.25            12/1/2005
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        4326348              0.0025           5.6225         N                   1344.89            1344.89            12/1/2005
        4326870              0.0025           6.1885         Y                    492.47             492.47            12/1/2005
        4326976              0.0025           6.6225         Y                   1290.01            1290.01            12/1/2005
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        4327633              0.0025           5.6225         N                   2898.33            2898.33            12/1/2005
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        4329823              0.0025           5.6225         N                    763.75             763.75            12/1/2005
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        4353790              0.0025           5.7475         N                       970                970            12/1/2005
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       30657266              0.0025           5.6225         N                      1000               1000           11/30/2005
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       31527294              0.0025           6.8725         Y                    961.87             961.87           11/30/2005
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       31540362              0.0025           5.8725         N                    1437.5             1437.5           11/30/2005
       31540891              0.0025           5.8725         N                   1229.17            1229.17           11/30/2005
       31541261              0.0025           6.3725         N                    486.45             486.45           11/30/2005
       31542814              0.0025           5.8725         N                   1067.71            1067.71           11/30/2005
       31544836              0.0025           5.9975         N                   1806.25            1806.25           11/30/2005
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       31987050              0.0025           5.7025         N                    689.07             689.07           11/30/2005
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       31993942              0.0025           5.4125         N                      1351               1351           11/30/2005
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       32006330              0.0025           5.4125         N                     675.5              675.5           11/30/2005
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       32008179              0.0025           6.2475         N                    840.93             840.93           11/30/2005
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        4237109              0.0025           5.6225         N                   1495.41            1495.41           11/30/2005
        4237242              0.0025           5.7475         Y                    1615.5             1615.5           11/30/2005
        4239734              0.0025           5.1225         N                   1429.75            1429.75           11/30/2005
        4241592              0.0025           5.4975         N                   2451.59            2451.59           11/30/2005
        4242771              0.0025           5.9975         N                   1341.25            1341.25           11/30/2005
        4245526              0.0025           5.9975         N                     487.5              487.5           11/30/2005
        4248323              0.0025           5.6225         N                    1107.9            1116.25           11/30/2005
        4248329              0.0025           5.4975         N                    813.68             814.58           11/30/2005
        4252418              0.0025           5.9975         N                      1250               1250           11/30/2005
        4252429              0.0025           5.9975         N                   1214.84            1214.84           11/30/2005
        4252581              0.0025           5.1225         N                   1610.93            1610.93           11/30/2005
        4252851              0.0025           5.8725         N                    579.73             579.73           11/30/2005
        4253259              0.0025           5.8725         N                   1173.96            1173.96           11/30/2005
        4253970              0.0025           5.7475         N                      1474               1474           11/30/2005
        4254660              0.0025           5.4975         N                   1149.64               1150           11/30/2005
        4254835              0.0025           5.6225         N                   1292.01            1292.01           11/30/2005
        4255262              0.0025           5.7475         N                    971.42             972.75           11/30/2005
        4260557              0.0025           5.3725         N                    482.81             482.81           11/30/2005
        4260586              0.0025           5.8725         N                    816.67             816.67           11/30/2005
        4260590              0.0025           5.8725         N                    653.33             653.33           11/30/2005
        4261075              0.0025           5.1225         N                   1487.08            1487.08           11/30/2005
        4261239              0.0025           5.7475         N                      1234               1234           11/30/2005
        4264672              0.0025           5.4975         N                    666.04             666.04           11/30/2005
        4264784              0.0025           5.3725         Y                   1197.66            1197.66           11/30/2005
        4266949              0.0025           5.6225         N                    905.73             905.73           11/30/2005
        4267099              0.0025           5.3725         N                      1500               1500           11/30/2005
        4267455              0.0025           5.9975         N                   1174.48            1174.48           11/30/2005
        4267586              0.0025           5.7475         N                       711                711           11/30/2005
        4267932              0.0025           6.4975         N                   1362.06            1362.06           11/30/2005
        4269703              0.0025           5.6225         N                   1722.91            1723.33           11/30/2005
        4272481              0.0025           5.6225         N                    677.03             677.19           11/30/2005
        4273135              0.0025           5.9975         N                   1406.25            1406.25           11/30/2005
        4273214              0.0025           5.4975         N                     495.8              495.8           11/30/2005
        4273227              0.0025           5.7475         N                     639.5              639.5           11/30/2005
        4275200              0.0025           5.6225         N                   1547.08            1547.08           11/30/2005
        4275404              0.0025           5.6675         Y                   1188.24            1188.24           11/30/2005
        4275467              0.0025           5.4975         N                   1054.17            1054.17           11/30/2005
        4275739              0.0025           6.1225         N                    573.75             573.75           11/30/2005
        4275876              0.0025           5.6225         N                   1955.11            1957.94           11/30/2005
        4277625              0.0025           5.3725         N                   1068.75            1068.75           11/30/2005
        4278548              0.0025           5.7475         N                       890                890           11/30/2005
        4278566              0.0025           5.4975         N                    958.33             958.33           11/30/2005
        4279342              0.0025           5.6225         N                   1192.63            1192.63           11/30/2005
        4279555              0.0025           6.4975         N                    728.44                729           11/30/2005
        4281511              0.0025           5.6225         N                    820.05             820.05           11/30/2005
        4286101              0.0025           5.4975         N                    1437.5             1437.5           11/30/2005
        4289519              0.0025           5.2475         Y                    954.02             954.48           11/30/2005
        4289533              0.0025           5.6225         N                   1231.63            1233.75           11/30/2005
        4289577              0.0025           5.8725         N                   2692.55            2692.55           11/30/2005
        4289594              0.0025           6.6225         N                    559.17             559.17           11/30/2005
        4291973              0.0025           5.6225         N                   1074.24            1074.24           11/30/2005
        4292144              0.0025           5.8725         N                   2347.91            2347.92           11/30/2005
        4294989              0.0025           5.4975         N                   1051.75            1052.25           11/30/2005
        4295061              0.0025           5.6225         N                   1257.25            1257.25           11/30/2005
        4295115              0.0025           5.4975         N                    957.37             958.33           11/30/2005
        4298203              0.0025           5.6225         N                   1046.93            1046.93           11/30/2005
        4298498              0.0025           5.1225         N                   1679.69            1679.69           11/30/2005
        4305667              0.0025           5.4975         N                   3114.17            3114.58           11/30/2005
        4305808              0.0025           5.8725         N                    953.46             953.46           11/30/2005
        4306113              0.0025           5.4975         N                   1197.92            1197.92           11/30/2005
        4312438              0.0025           5.8725         N                   2246.65            2246.65           11/30/2005
        4313781              0.0025           5.4975         N                   1279.57            1279.57           11/30/2005
        4314343              0.0025           5.6225         N                   1560.79            1560.79           11/30/2005
        4314353              0.0025           5.4975         N                   1820.75            1820.75           11/30/2005
        4316897              0.0025           5.3725         N                   2683.58            2683.59           11/30/2005
        4321486              0.0025           5.9975         N                   2437.46             2437.5           11/30/2005



loanid                  origdate             fpdate              paid2date           mtdate              appval
------------------------------------------------------------------------------------------------------------------------
        4140018             10/7/2005           12/1/2005           12/1/2005           11/1/2035                392000
        4298414             9/14/2005           11/1/2005           12/1/2005           10/1/2035                255000
        4312416             9/16/2005           11/1/2005           12/1/2005           10/1/2035                505000
        4332795             9/21/2005           11/1/2005           11/1/2005           10/1/2035                303000
        4354687             9/21/2005           11/1/2005           11/1/2005           10/1/2035                425000
        4104041             6/20/2005            8/1/2005           12/1/2005            7/1/2035                274000
        4298132             9/30/2005           11/1/2005           12/1/2005           10/1/2035                375000
        4315097             9/26/2005           11/1/2005           11/1/2005           10/1/2035                560000
        4334969             10/6/2005           12/1/2005           12/1/2005           11/1/2035                295000
        4357193             9/29/2005           11/1/2005           11/1/2005           10/1/2035                237000
        4269722             9/15/2005           11/1/2005           12/1/2005           10/1/2035               2000000
        4313282             9/14/2005           11/1/2005           11/1/2005           10/1/2035                337000
        4347552             9/30/2005           11/1/2005           11/1/2005           10/1/2035                540000
       86984275              7/5/2005            9/1/2005           11/1/2005            8/1/2035                430000
       86993862             9/30/2005           11/1/2005           11/1/2005           10/1/2035                729000
       87206082             9/20/2005           11/1/2005           11/1/2005           10/1/2035                550000
       87359691             10/3/2005           12/1/2005           11/1/2005           11/1/2035                345000
       87412771             10/3/2005           12/1/2005           11/1/2005           11/1/2035                790000
       87415477              8/1/2005           10/1/2005           12/1/2005            9/1/2035                250000
       87481529             7/27/2005            9/1/2005           12/1/2005            8/1/2035                935500
       87627030             7/29/2005            9/1/2005           11/1/2005            8/1/2035                362000
       87631321             10/3/2005           12/1/2005           12/1/2005           11/1/2035                657000
       87662656             9/30/2005           11/1/2005           11/1/2005           10/1/2035                607000
       87666079             9/30/2005           11/1/2005           11/1/2005           10/1/2035                785000
       87675930             8/12/2005           10/1/2005           12/1/2005            9/1/2035                660000
       87683017             10/3/2005           12/1/2005           12/1/2005           11/1/2035                410000
       87730123             9/22/2005           11/1/2005           11/1/2005           10/1/2035                300000
       87751459             9/23/2005           11/1/2005           12/1/2005           10/1/2035                365000
       87756524             9/28/2005           11/1/2005           12/1/2005           10/1/2035                770000
       87763587             9/27/2005           11/1/2005           12/1/2005           10/1/2035                555000
       87772695             9/16/2005           11/1/2005           11/1/2005           10/1/2035                319000
       87785473             9/22/2005           11/1/2005           11/1/2005           10/1/2035                650000
       87793774             10/6/2005           12/1/2005           11/1/2005           11/1/2035                426000
       87819272             9/30/2005           11/1/2005           11/1/2005           10/1/2035                238000
       87852141             9/26/2005           11/1/2005           11/1/2005           10/1/2035                144000
       87863304             9/27/2005           11/1/2005           12/1/2005           10/1/2035                330000
       87865689             9/23/2005           11/1/2005           11/1/2005           10/1/2035                225000
       87865739             9/19/2005           11/1/2005           11/1/2005           10/1/2035                302000
       87875316             9/26/2005           11/1/2005           11/1/2005           10/1/2035                250000
       87878617             9/26/2005           11/1/2005           12/1/2005           10/1/2035                400000
       87883567             9/23/2005           11/1/2005           11/1/2005           10/1/2035                250000
       87883997             9/23/2005           11/1/2005           11/1/2005           10/1/2035                495000
       87888855             9/28/2005           11/1/2005           11/1/2005           10/1/2035                369000
       87892402             9/26/2005           11/1/2005           11/1/2005           10/1/2035                158000
       87896296             9/30/2005           11/1/2005           11/1/2005           10/1/2035                550000
       87897724             9/21/2005           11/1/2005           11/1/2005           10/1/2035                500000
       87899092             9/26/2005           11/1/2005           11/1/2005           10/1/2035                575000
       87900189             10/4/2005           12/1/2005           11/1/2005           11/1/2035                391500
       87917761             9/19/2005           11/1/2005           11/1/2005           10/1/2035                248500
       87920609             9/29/2005           11/1/2005           11/1/2005           10/1/2035                255000
       87922480             10/4/2005           12/1/2005            1/1/2006           11/1/2035                500000
       87928628             9/22/2005           11/1/2005           11/1/2005           10/1/2035                530000
       87931739             9/26/2005           11/1/2005           11/1/2005           10/1/2035                305000
       87938460             9/29/2005           11/1/2005           11/1/2005           10/1/2035                340000
       87939781             9/23/2005           11/1/2005           11/1/2005           10/1/2035                660000
       87945085             9/15/2005           11/1/2005           11/1/2005           10/1/2035                348000
       87945192             9/28/2005           11/1/2005           11/1/2005           10/1/2035                300000
       87955522             10/3/2005           12/1/2005           11/1/2005           11/1/2035                218000
       87957239             9/29/2005           11/1/2005           11/1/2005           10/1/2035                640000
       87958468             9/27/2005           11/1/2005           11/1/2005           10/1/2035                335000
       87960696             9/21/2005           11/1/2005           12/1/2005           10/1/2035                301000
       87962833             9/30/2005           11/1/2005           11/1/2005           10/1/2035                305000
       87964839             9/28/2005           11/1/2005           11/1/2005           10/1/2035                700000
       87966610             9/22/2005           11/1/2005           11/1/2005           10/1/2035                405000
       87969713             9/26/2005           11/1/2005           11/1/2005           10/1/2035                730000
       87970950             9/19/2005           11/1/2005           11/1/2005           10/1/2035                565000
       87975322             9/23/2005           11/1/2005           12/1/2005           10/1/2035                150000
       87976536             9/23/2005           11/1/2005           11/1/2005           10/1/2035                570000
       87979001             9/29/2005           11/1/2005           12/1/2005           10/1/2035                569000
       87982773             9/26/2005           11/1/2005           12/1/2005           10/1/2035                400000
       87983854             10/6/2005           12/1/2005           12/1/2005           11/1/2035                560000
       87984100             9/23/2005           11/1/2005           11/1/2005           10/1/2035                390000
       87984977             9/23/2005           11/1/2005           11/1/2005           10/1/2035                725000
       87988010             10/3/2005           12/1/2005           11/1/2005           11/1/2035                375000
       87988754             10/5/2005           11/1/2005           11/1/2005           10/1/2035                141000
       87989190             9/21/2005           11/1/2005           12/1/2005           10/1/2035                600000
       87989406             9/23/2005           11/1/2005           11/1/2005           10/1/2035                578000
       87990123             9/27/2005           11/1/2005           11/1/2005           10/1/2035                284000
       87992715             10/4/2005           12/1/2005           11/1/2005           11/1/2035                205000
       87993945             9/19/2005           11/1/2005           11/1/2005           10/1/2035                275000
       87995866             9/28/2005           11/1/2005           12/1/2005           10/1/2035                310000
       87996047             9/28/2005           11/1/2005           11/1/2005           10/1/2035                750000
       87996112             10/5/2005           12/1/2005           12/1/2005           11/1/2035                520000
       87996310             9/26/2005           11/1/2005           11/1/2005           10/1/2035                540000
       87996492             9/26/2005           11/1/2005           11/1/2005           10/1/2035                197500
       87996625             9/28/2005           11/1/2005           12/1/2005           10/1/2035                365000
       87996690             9/26/2005           11/1/2005           11/1/2005           10/1/2035                335000
       87997037             9/27/2005           11/1/2005           12/1/2005           10/1/2035                235500
       87998563             9/27/2005           11/1/2005           12/1/2005           10/1/2035                540000
       87999983             9/26/2005           11/1/2005           11/1/2005           10/1/2035                575000
       88000641             10/6/2005           12/1/2005           12/1/2005           11/1/2035                750000
       88003058             10/3/2005           12/1/2005           11/1/2005           11/1/2035                265000
       88004957             9/30/2005           11/1/2005           11/1/2005           10/1/2035                435000
       88006952             9/22/2005           11/1/2005           11/1/2005           10/1/2035                865000
       88011135             10/4/2005           12/1/2005           12/1/2005           11/1/2035                650000
       88012828             9/29/2005           11/1/2005           11/1/2005           10/1/2035                570000
       88018775             9/27/2005           11/1/2005           11/1/2005           10/1/2035                475000
       88019179             9/26/2005           11/1/2005           12/1/2005           10/1/2035                385000
       88019997             9/30/2005           11/1/2005           11/1/2005           10/1/2035                497500
       88020615             9/30/2005           11/1/2005           11/1/2005           10/1/2035                281000
       88022249             9/27/2005           11/1/2005           12/1/2005           10/1/2035                512000
       88023064             9/26/2005           11/1/2005           11/1/2005           10/1/2035                405000
       88026216             9/30/2005           11/1/2005           11/1/2005           10/1/2035                597500
       88026489             10/3/2005           12/1/2005           12/1/2005           11/1/2035                205000
       88026570             10/5/2005           12/1/2005           11/1/2005           11/1/2035                430000
       88027966             10/5/2005           12/1/2005           11/1/2005           11/1/2035                530000
       88031828             9/30/2005           11/1/2005           11/1/2005           10/1/2035                225000
       88031919             9/23/2005           11/1/2005           11/1/2005           10/1/2035                650000
       88033725             9/28/2005           11/1/2005           12/1/2005           10/1/2035                340000
       88033824             9/23/2005           11/1/2005           11/1/2005           10/1/2035                600000
       88034228             9/26/2005           11/1/2005           11/1/2005           10/1/2035                145000
       88034707             9/30/2005           11/1/2005           11/1/2005           10/1/2035                215000
       88034855             9/29/2005           11/1/2005           11/1/2005           10/1/2035                430000
       88036041             9/22/2005           11/1/2005           11/1/2005           10/1/2035                515000
       88036694             10/6/2005           12/1/2005           11/1/2005           11/1/2035                400000
       88039748             9/26/2005           11/1/2005           11/1/2005           10/1/2035                905000
       88040860             10/5/2005           12/1/2005           11/1/2005           11/1/2035                535000
       88041041             10/4/2005           12/1/2005           11/1/2005           11/1/2035                580000
       88042940             10/5/2005           12/1/2005           11/1/2005           11/1/2035                365000
       88044755             9/26/2005           11/1/2005           11/1/2005           10/1/2035                160000
       88045414             9/23/2005           11/1/2005           11/1/2005           10/1/2035                198000
       88045430             10/7/2005           12/1/2005           12/1/2005           11/1/2035                650000
       88045711             9/27/2005           11/1/2005           11/1/2005           10/1/2035                485000
       88045950             9/29/2005           11/1/2005           11/1/2005           10/1/2035                230000
       88046040             10/3/2005           12/1/2005           12/1/2005           11/1/2035                350000
       88046982             10/3/2005           12/1/2005           11/1/2005           11/1/2035                875000
       88050422             10/3/2005           12/1/2005           12/1/2005           11/1/2035                270000
       88050893             10/3/2005           12/1/2005           12/1/2005           11/1/2035                780000
       88051487             9/29/2005           12/1/2005           11/1/2005           11/1/2035                292000
       88055405             9/30/2005           11/1/2005           12/1/2005           10/1/2035                138000
       88059209             9/27/2005           11/1/2005           11/1/2005           10/1/2035                450000
       88060322             9/30/2005           11/1/2005           11/1/2005           10/1/2035                615000
       88061288             9/29/2005           11/1/2005           11/1/2005           10/1/2035                680000
       88062690             9/27/2005           11/1/2005           11/1/2005           10/1/2035                500000
       88063532             10/4/2005           12/1/2005           11/1/2005           11/1/2035                455000
       88063771             9/29/2005           11/1/2005           11/1/2005           10/1/2035                569000
       88064316             9/29/2005           11/1/2005           11/1/2005           10/1/2035                443000
       88068002             10/3/2005           12/1/2005           12/1/2005           11/1/2035                601000
       88068705             10/5/2005           12/1/2005           11/1/2005           11/1/2035                300000
       88069398             10/6/2005           12/1/2005           12/1/2005           11/1/2035                550000
       88070180             10/6/2005           12/1/2005           12/1/2005           11/1/2035                440000
       88071105             10/6/2005           12/1/2005           12/1/2005           11/1/2035                545000
       88072160             9/30/2005           11/1/2005           11/1/2005           10/1/2035                720000
       88072970             9/30/2005           11/1/2005           11/1/2005           10/1/2035                300000
       88074166             9/29/2005           11/1/2005           11/1/2005           10/1/2035                180000
       88074562             9/27/2005           11/1/2005           11/1/2005           10/1/2035                680000
       88077151             9/26/2005           11/1/2005           11/1/2005           10/1/2035                315000
       88078860             9/27/2005           12/1/2005           12/1/2005           11/1/2035                120000
       88079371             9/29/2005           11/1/2005           11/1/2005           10/1/2035                372500
       88081740             9/29/2005           11/1/2005           11/1/2005           10/1/2035                220000
       88082243             10/5/2005           12/1/2005           11/1/2005           11/1/2035                511000
       88083001             9/29/2005           11/1/2005           11/1/2005           10/1/2035                211000
       88085782             9/28/2005           11/1/2005           11/1/2005           10/1/2035                605000
       88087978             9/30/2005           11/1/2005           11/1/2005           10/1/2035                380000
       88088299             10/4/2005           12/1/2005           12/1/2005           11/1/2035                692000
        4290116              9/6/2005           11/1/2005           11/1/2005           10/1/2035                195000
        4290336              9/1/2005           11/1/2005           11/1/2005           10/1/2035                126000
        4290372             8/19/2005           10/1/2005           11/1/2005            9/1/2035                180000
        4290506             8/26/2005           10/1/2005           11/1/2005            9/1/2035                285000
        4290563             8/25/2005           10/1/2005           11/1/2005            9/1/2035                240000
        4291698             8/26/2005           10/1/2005           11/1/2005            9/1/2035                 98000
        4292567             8/31/2005           10/1/2005           12/1/2005            9/1/2035                202000
        4292578              9/2/2005           10/1/2005           12/1/2005            9/1/2035                385000
        4292627              9/6/2005           11/1/2005           11/1/2005           10/1/2035                290000
        4292663             8/25/2005           10/1/2005           11/1/2005            9/1/2035                188000
        4292696             8/31/2005           10/1/2005           11/1/2005            9/1/2035                400000
        4292771             8/25/2005           10/1/2005           11/1/2005            9/1/2035                560000
        4292934              9/1/2005           11/1/2005           11/1/2005           10/1/2035                150000
        4293028              9/6/2005           11/1/2005           11/1/2005           10/1/2035                126500
        4293044              9/6/2005           11/1/2005           11/1/2005           10/1/2035                399900
        4293074             8/29/2005           10/1/2005           11/1/2005            9/1/2035                250000
        4293650             8/26/2005           10/1/2005           12/1/2005            9/1/2035                210000
        4294104             8/30/2005           10/1/2005           12/1/2005            9/1/2035                379000
        4294358              9/1/2005           10/1/2005           11/1/2005            9/1/2035                197000
        4295103             8/29/2005           11/1/2005           11/1/2005           10/1/2035                175000
        4295243             8/24/2005           10/1/2005           11/1/2005            9/1/2035                375000
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        3843647             8/30/2005           10/1/2005           11/1/2005            9/1/2035                225000
        3885536             8/24/2005           10/1/2005           11/1/2005            4/1/2035                326000
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        3989287             8/24/2005           10/1/2005           11/1/2005            9/1/2035                353000
        4024937             8/19/2005           10/1/2005           12/1/2005            9/1/2035                330200
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        4073345             8/26/2005           10/1/2005           11/1/2005            9/1/2035                495000
        4113560             8/24/2005           10/1/2005           11/1/2005            9/1/2035                420000
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        4231388             8/25/2005           10/1/2005           12/1/2005            9/1/2035                245900
        4231492             8/25/2005           10/1/2005           11/1/2005            9/1/2035                215000
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        4248038             8/31/2005           10/1/2005           11/1/2005            9/1/2035                262000
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        4248726             8/24/2005           10/1/2005           12/1/2005            9/1/2035               1800000
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       30674121             10/6/2005           12/1/2005           12/1/2005           11/1/2035                446000
       30674402             9/22/2005           11/1/2005           12/1/2005           10/1/2035                224000
       30674618             9/30/2005           11/1/2005           12/1/2005           10/1/2035                421000
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       30675045             9/23/2005           11/1/2005           11/1/2005           10/1/2035                465000
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       30675573             9/28/2005           11/1/2005           12/1/2005           10/1/2035                740000
       30675615             9/30/2005           11/1/2005           11/1/2005           10/1/2035            1549992.25
       30675912             9/23/2005           11/1/2005           11/1/2005           10/1/2035                325000
       30676613             10/6/2005           12/1/2005           11/1/2005           11/1/2035                427000
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       30676688             9/30/2005           11/1/2005           11/1/2005           10/1/2035                550000
       30676936             9/22/2005           11/1/2005           11/1/2005           10/1/2035                625000
       30677041             9/13/2005           11/1/2005           12/1/2005           10/1/2035                225000
       30677249             10/7/2005           11/1/2005           11/1/2005           10/1/2035                180000
        4314944             9/15/2005           11/1/2005           11/1/2005           10/1/2035                805000
        4314954             9/30/2005           11/1/2005           11/1/2005           10/1/2035                 55500
        4315037             9/15/2005           11/1/2005           11/1/2005           10/1/2035                400000
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        4317033             9/23/2005           11/1/2005           12/1/2005           10/1/2035                141000
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        4342312             9/29/2005           11/1/2005           12/1/2005           10/1/2035                262000
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