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 November 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 November 1, 2005

Mortgage Pass-Through Certificates

Series 2005-9

TABLE OF CONTENTS

Section

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.
SECTION 3.26	Tax Reserve Account.
SECTION 3.27	PMI Policies; Claims Under the PMI Policies.
SECTION 3.28	[reserved]
SECTION 3.29	Floater Cap Reserve Account.

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-A1 Certificate
Exhibit A-2	Form of Class I-A2 Certificate
Exhibit A-3	Form of Class I-IOP Certificate
Exhibit A-4	Form of Class I-B1 Certificate
Exhibit A-5	Form of Class I-B2 Certificate
Exhibit A-6	Form of Class I-B3 Certificate
Exhibit A-7	Form of Class I-B4 Certificate
Exhibit A-8	Form of Class I-B5 Certificate
Exhibit A-9	Form of Class I-B6 Certificate
Exhibit A-10	Form of Class I-R Certificate
Exhibit A-11	Form of Class II-1-1A1 Certificate
Exhibit A-12	Form of Class II-1-1A2 Certificate
Exhibit A-13	Form of Class II-1-1A3 Certificate
Exhibit A-14	Form of Class II-1-2A1 Certificate
Exhibit A-15	Form of Class II-1-2A2 Certificate
Exhibit A-16	Form of Class II-1-2A3 Certificate
Exhibit A-17	Form of Class II-A2 Certificate
Exhibit A-18	Form of Class II-A3 Certificate
Exhibit A-19	Form of Class II-P Certificate
Exhibit A-20	Form of Class II-XS1 Certificate
Exhibit A-21	Form of Class II-XS2 Certificate
Exhibit A-22	Form of Class II-XS3 Certificate
Exhibit A-23	Form of Class II-PO1 Certificate
Exhibit A-24	Form of Class II-PO2 Certificate
Exhibit A-25	Form of Class II-PO3 Certificate
Exhibit A-26	Form of Class II-B1 Certificate
Exhibit A-27	Form of Class II-B2 Certificate
Exhibit A-28	Form of Class II-B3 Certificate
Exhibit A-29	Form of Class II-B4 Certificate

Exhibit A-30	Form of Class II-B5 Certificate
Exhibit A-31	Form of Class II-B6 Certificate
Exhibit A-32	Form of Class II-R Certificate
Exhibit B	Form of Class I-A1 Cap Contract
Exhibit C	Form of Class I-A2 Cap Contract
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 November 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 (other than the Tax Reserve Account) 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
LT-I-A1	(2)	$	106,826,000.00	September 2035
LT-I-A2	(2)	$	9,797,000.00	September 2035
LT-I-B1	(2)	$	4,614,000.00	September 2035
LT-I-B2	(2)	$	1,327,000.00	September 2035
LT-I-B3	(2)	$	2,023,000.00	September 2035
LT-I-B4	(2)	$	948,000.00	September 2035
LT-I-B5	(2)	$	506,000.00	September 2035
LT-I-B6	(2)	$	379,554.00	September 2035
LT-I-R	(2)	$	100.45	September 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 Balance		Latest Possible Maturity Date
Class I-A1	Variable(4)	$	106,826,000.00	September 2035
Class I-A2	Variable(4)	$	9,797,000.00	September 2035
Class I-IOP	Variable	$	(3)	September 2035
Class I-B1	Variable	$	4,614,000.00	September 2035
Class I-B2	Variable	$	1,327,000.00	September 2035
Class I-B3	Variable	$	2,023,000.00	September 2035
Class I-B4	Variable	$	948,000.00	September 2035
Class I-B5	Variable	$	506,000.00	September 2035
Class I-B6	Variable	$	379,554.00	September 2035
Class I-R	Variable	$	100.45	September 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)	These classes of certificates are interest only certificates and shall not have certificate principal balances. These certificates shall accrue interest on the notional amount thereof. The notional amount of each of these classes of certificates will be calculated for each distribution date as described herein. The Class I-IOP Certificates shall also be entitled to any prepayment premiums or charges reserved by the trust on the mortgage loans in the related collateral pool.
(4)	The pass-through rate on the Class I-A1 Certificates shall be equal to one-month LIBOR + 0.26% per annum and is subject to an interest rate cap and an interest rate floor. The pass-through rate on the Class I-A2 Certificates shall be equal to one-month LIBOR + 0.36% per annum and is subject to an interest rate cap.

REMIC II-A

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 (other than the Tax Reserve Account) 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-A”. The Class R-IIA Residual Interest will be the sole class of “residual interests” in REMIC II-A for purposes of the REMIC Provisions (as defined herein). The following table irrevocably sets forth the designation, the REMIC II-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 II-A Regular Interests (as defined herein). None of the REMIC II-A Regular Interests will be certificated.

Designation	REMIC II-A Remittance Rate	Initial Uncertificated Balance		Latest Possible Maturity Date
LT-1-1	5.50%	$	88,730,461.12	September 2035
LT-1-2	6.00%	$	116,239,513.72	September 2035
LT-2	5.50%	$	56,482,490.73	September 2035
LT-3	5.75%	$	26,102,281.39	September 2035
LT-IO1	(2)		(3)	September 2035
LT-IO2	(2)		(3)	September 2035
LT-IO3	(2)		(3)	September 0000
XX-XX0	0.00%	$	376,622.00	September 0000
XX-XX0	0.00%	$	899,076.00	September 0000
XX-XX0	0.00%	$	521,044.00	September 2035
LT-R	5.50%	$	102.05	September 0000
XX-X	5.75%	$	100.00	September 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 REMIC II-A Regular Interest.
(2)	Calculated in accordance with the definition of “REMIC II-A Remittance Rate” herein.
(3)	REMIC II-A Regular Interest LT-IO1, REMIC II-A Regular Interest LT-IO2 and REMIC II-A Regular Interest LT-IO3 will not have uncertificated balances, but will be entitled to distributions of interest on their respective Uncertificated Notional Amounts, as defined herein.

REMIC II-B

As provided herein, the Trust Administrator will elect to treat the segregated pool of assets consisting of the REMIC II-A Regular Interests as a REMIC (as defined herein) for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC II-B”. The Class R-IIB Residual Interest will be the sole class of “residual interests” in REMIC II-B for purposes of the REMIC Provisions (as defined herein). The following table irrevocably sets forth the designation, the REMIC II-B Remittance Rate, the initial Uncertificated Balance and, for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each of the REMIC II-B Regular Interests (as defined herein). None of the REMIC II-B Regular Interests will be certificated.

Designation	REMIC II-B Remittance Rate	Initial Uncertificated Balance		Latest Possible Maturity Date
LT-1-1A	5.50%	$	3,787.46	September 2035
LT-1-1B	5.50%	$	88,726,673.66	September 2035
LT-1-2A	6.00%	$	4,940.51	September 2035
LT-1-2B	6.00%	$	116,234,573.21	September 2035
LT-2A	5.50%	$	2,438.49	September 2035
LT-2B	5.50%	$	56,480,154.29	September 2035
LT-3A	5.75%	$	1,131.38	September 2035
LT-3B	5.75%	$	26,101,150.01	September 2035
LT-IO1	(2)		(3)	September 2035
LT-IO2	(2)		(3)	September 2035
LT-IO3	(2)		(3)	September 0000
XX-XX0	0.00%	$	376,622.00	September 0000
XX-XX0	0.00%	$	899,076.00	September 0000
XX-XX0	0.00%	$	521,044.00	September 2035
LT-R	5.50%	$	102.05	September 0000
XX-X	5.75%	$	100.00	September 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 REMIC II-B Regular Interest.
(2)	Calculated in accordance with the definition of “REMIC II-B Remittance Rate” herein.
(3)	REMIC II-B Regular Interest LT-IO1, REMIC II-B Regular Interest LT-IO2 and REMIC II-B Regular Interest LT-IO3 will not have uncertificated balances, but will be entitled to 100% of amounts distributed on REMIC II-A Regular Interest LT-IO1, REMIC II-A Regular Interest LT-IO2 and REMIC II-A Regular Interest LT-IO3, respectively.

REMIC II-C

As provided herein, the Trust Administrator will elect to treat the segregated pool of assets consisting of the REMIC II-B Regular Interests subject to this Agreement as a REMIC (as defined herein) for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC II-C”. The Class R-IIC Residual Interest will be the sole class of “residual interests” in REMIC II-C for purposes of the REMIC Provisions (as defined herein). The following table irrevocably sets forth the designation, the Pass-Through Rate, the Initial Certificate 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-C.

Designation	Pass-Through Rate	Initial Aggregate Certificate Balance		Latest Possible Maturity Date
Class II-1-1A1	5.50%	$	8,494,000.00	September 2035
Class II-1-1A2	5.50%	$	73,800,000.00	September 2035
Class II-1-1A3	5.50%	$	2,649,000.00	September 2035
Class II-1-2A1	6.00%	$	11,130,000.00	September 2035
Class II-1-2A2	6.00%	$	94,800,000.00	September 2035
Class II-1-2A3	6.00%	$	5,369,000.00	September 2035
Class II-A2	5.50%	$	54,044,000.00	September 2035
Class II-A3	5.75%	$	24,971,000.00	September 2035
Class II-PO1	(4)	$	376,622.00	September 2035
Class II-PO2	(4)	$	899,076.00	September 2035
Class II-PO3	(4)	$	521,044.00	September 2035
Class II-XS1	6.00%		(3)	September 2035
Class II-XS2	5.50%		(3)	September 2035
Class II-XS3	5.75%		(3)	September 2035
Class II-B1	Variable(2)	$	5,064,000.00	September 2035
Class II-B2	Variable(2)	$	2,315,000.00	September 2035
Class II-B3	Variable(2)	$	1,736,000.00	September 2035
Class II-B4	Variable(2)	$	2,025,000.00	September 2035
Class II-B5	Variable(2)	$	579,000.00	September 2035
Class II-B6	Variable(2)	$	578,849.00	September 2035
Class II-R	5.50%	$	102.05	September 2035
Class II-P	(4)	$	100.00	September 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.

(3)

These classes of certificates are interest only certificates and will not have certificate prinicipal balances. The certificates will accrue interest for federal income tax purposes, on REMIC II-C Regular Interest LT-IO1, REMIC II-C Regular Interest LT-IO2 and REMIC II-C Regular Interest LT-IO3, but will be entitled to 100% of amounts distributed on REMIC II-B Regular Interest LT-IO1, REMIC II-B Regular Interest LT-IO2 and REMIC II-B Regular Interest LT-IO3, respectively.

(4)

These classes of certificates are principal only certificates and will not have a pass-through rate or accrue interest.

As of the Cut-off Date, the Group I Mortgage Loans had an aggregate Scheduled Principal Balance equal to $126,420,654.45. As of the Cut-off Date, the Group II Mortgage Loans had an aggregate Scheduled Principal Balance equal to $289,351,793.06. As of the Cut-off Date, the Group II-1 Mortgage Loans had an aggregate Scheduled Principal Balance equal to $205,346,596.84. As of the Cut-off Date, the Subgroup II-1-1 Mortgage Loans and Mortgage Loan Components had an aggregate Scheduled Principal Balance equal to $89,107,083.12. As of the Cut-off Date, the Subgroup II-1-2 Mortgage Loans and Mortgage Loan Components had an aggregate Scheduled Principal Balance equal to $116,239,513.72. As of the Cut-off Date, the Group II-2 Mortgage Loans had an aggregate Scheduled Principal Balance equal to $57,381,668.78. As of the Cut-off Date, the Group II-3 Mortgage Loans had an aggregate Scheduled Principal Balance equal to $26,623,527.44.

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.

“Accrued Certificate Interest”: With respect to any Distribution Date and any interest-bearing Class of Certificates, an amount equal to interest accrued during the related Interest Accrual Period on the Certificate Principal Balance or Notional Amount of that class immediately prior to that Distribution Date at the related Pass-Through Rate (as reduced by the allocable share for such class of Prepayment Interest Shortfalls to the extent not covered by Compensating Interest paid by the Servicer or the Master Servicer and shortfalls resulting from the application of the Relief Act or any state law providing for similar relief).

“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 II 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 II Senior Certificates for such Distribution Date and the denominator of which is the sum of (i) the aggregate Scheduled Principal Balance of the Group II Mortgage Loans, plus (ii) the aggregate Scheduled Principal Balance of the REO Properties in Collateral Pool II, 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 II, 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.

“Ameriquest”: Ameriquest Mortgage Company or its affiliate Town & Country Credit Corporation.

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

“Applicable Fraction”: For each Group II-1 Mortgage Loan that does not have Mortgage Loan Components, 100%. For each Group II-1 Mortgage Loan that has Mortgage Loan Components is as follows: (i) for each Group II-1 Mortgage Loan with an Expense Adjusted Mortgage Rate greater than 5.500% per annum and less than 6.000% per annum and Subgroup II-1-1, a fraction the numerator of which is (x) 6.000% less the applicable Expense Adjusted Mortgage Rate on such Mortgage Loan and the denominator of which is (y) 0.500%; and (ii) for each Group II-1 Mortgage Loan with an Expense Adjusted Mortgage Rate greater than 5.500% per annum and less than 6.000% per annum and Subgroup II-1-2, 100.00% less a fraction the numerator of which is (x) 6.000% less the applicable Expense Adjusted Mortgage Rate on such Mortgage Loan and the denominator of which is (y) 0.500%.

“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 Collateral Pool I, the Group I Available Distribution Amount. With respect to any Loan Group within Collateral Pool II, the related 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) $100,000 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) $100,000 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 II-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, the State of California, the State of Iowa, the State of Maryland, the State of Mississippi, the State of Missouri, the Commonwealth of Pennsylvania, the State of Texas or in 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.

“Cap Contracts”: The Cap Contracts between the cap counterparty and the Trustee, forms of which are attached hereto as Exhibit B and Exhibit C.

“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 2005-9, issued under this Agreement.

“Certificate Factor”: With respect to any Class of Certificates (other than the Class II-XS1 Certificates, the Class II-XS2 Certificates and the Class II-XS3 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 or Notional Amount 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 or Notional Amount of such Class of Certificates to be made on such Distribution Date), and the denominator of which is the initial aggregate Certificate Principal Balance or Notional Amount of such Class of Certificates as of the Closing Date. With respect to the Class II-XS1 Certificates as of any Distribution Date, a fraction, expressed as a decimal carried to six places, the numerator of which is the aggregate Scheduled Principal

Balance of the Group II-1-2 Mortgage Loans with Expense Adjusted Mortgage Rates equal to or in excess of 6.00% per annum, and the denominator of which is the aggregate Scheduled Principal Balance of the Group II-1-2 Mortgage Loans with Expense Adjusted Mortgage Rates equal to or in excess of 6.00% per annum as of the Cut-off Date. With respect to the Class II-XS2 Certificates as of any Distribution Date, a fraction, expressed as a decimal carried to six places, the numerator of which is the aggregate Scheduled Principal Balance of the Group II-2 Mortgage Loans with Expense Adjusted Mortgage Rates equal to or in excess of 5.50% per annum, and the denominator of which is the aggregate Scheduled Principal Balance of the Group II-2 Mortgage Loans with Expense Adjusted Mortgage Rates equal to or in excess of 5.50% per annum as of the Cut-off Date. With respect to the Class II-XS3 Certificates as of any Distribution Date, a fraction, expressed as a decimal carried to six places, the numerator of which is the aggregate Scheduled Principal Balance of the Group II-3 Mortgage Loans with Expense Adjusted Mortgage Rates equal to or in excess of 5.75% per annum, and the denominator of which is the aggregate Scheduled Principal Balance of the Group II-2 Mortgage Loans with Expense Adjusted Mortgage Rates equal to or in excess of 5.75% per annum as of the Cut-off 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 (other than the Class I-IOP Certificates, the Class II-XS1 Certificates, the Class II-XS2 Certificates and the Class II-XS3 Certificates) 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.

“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 with respect to which CitiMortgage is the applicable Initial Sub-Servicer.

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

“Class I-A1 Certificate”: Any one of the Class I-A1 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-A2 Certificate”: Any one of the Class I-A2 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-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-4 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-5 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-6 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-7 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-8 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-9 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-IOP Certificate”: Any one of the Class I-IOP 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 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-10 and evidencing ownership of the Class R-IA Residual Interest and Class R-IB Residual Interest.

“Class II-1-1A1 Certificate”: Any one of the Class II-1-1A1 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 II-C for purposes of the REMIC Provisions.

“Class II-1-1A2 Certificate”: Any one of the Class II-1-1A2 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 II-C for purposes of the REMIC Provisions.

“Class II-1-1A3 Accretion Termination Date”: The earlier to occur of (i) the Distribution Date on which the Certificate Principal Balance of the Class II-1-1A2 Certificates has been reduced to zero and (ii) the Group II Credit Support Depletion Date.

“Class II-1-1A3 Accrual Distribution Amount”: On each Distribution Date preceding the Class II-1-1A3 Accretion Termination Date, an amount equal to the aggregate amount of Accrued Certificate Interest on the Class II-1-1A3 Certificates for such date which

will be added to the Certificate Principal Balance of the Class II-1-1A3 Certificates and distributed to the Holders of the Class II-1-1A2 Certificates in the manner and priority set forth in Section 4.02(a)(2)(ii), as principal, in reduction of the Certificate Principal Balance of the Class II-1-1A2 Certificates. The amount that is added to the Certificate Principal Balance of the Class II-1-1A3 Certificates will accrue interest at a rate of 5.50% per annum. On each Distribution Date on or after the Class II-1-1A3 Accretion Termination Date, the entire Accrued Certificate Interest on the Class II-1-1A3 Certificates for that Distribution Date will be payable to the Holders of the Class II-1-1A3 Certificates as interest, to the extent not required to fully reduce the Certificate Principal Balance of the Class II-1-1A2 Certificates to zero on the Class II-1-1A3 Accretion Termination Date; provided, however, that if the Class II-1-1A3 Accretion Termination Date is the Group II Credit Support Depletion Date, the entire Class II-1-1A3 Accrual Distribution Amount for that date will be payable as interest to the Holders of the Class II-1-1A3 Certificates to the extent of Accrued Certificate Interest on that class for the related Distribution Date.

“Class II-1-1A3 Certificate”: Any one of the Class II-1-1A3 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 II-C for purposes of the REMIC Provisions.

“Class II-1-2A1 Certificate”: Any one of the Class II-1-2A1 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 II-C for purposes of the REMIC Provisions.

“Class II-1-2A2 Certificate”: Any one of the Class II-1-2A2 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 II-C for purposes of the REMIC Provisions.

“Class II-1-2A3 Certificate”: Any one of the Class II-1-2A3 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 a Regular Interest in REMIC II-C 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-17 and evidencing a Regular Interest in REMIC II-C for purposes of the REMIC Provisions.

“Class II-A3 Certificate”: Any one of the Class II-A3 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-C 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-26 and evidencing a Regular Interest in REMIC II-C 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-27 and evidencing a Regular Interest in REMIC II-C 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-28 and evidencing a Regular Interest in REMIC II-C 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-29 and evidencing a Regular Interest in REMIC II-C 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-30 and evidencing a Regular Interest in REMIC II-C 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-31 and evidencing a Regular Interest in REMIC II-C 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-P Certificate”: Any one of the Class II-P 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-C for purposes of the REMIC Provisions.

“Class II-PO1 Certificate”: Any one of the Class II-PO1 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-C for purposes of the REMIC Provisions.

“Class II-PO2 Certificate”: Any one of the Class II-PO2 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-C for purposes of the REMIC Provisions.

“Class II-PO3 Certificate”: Any one of the Class II-PO3 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 a Regular Interest in REMIC II-C for purposes of the REMIC Provisions.

“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-32 and evidencing ownership of the Class R-IIA Residual Interest, Class R-IIB Residual Interest and the Class R-IIC Residual Interest.

“Class II-XS1 Certificate”: Any one of the Class II-XS1 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-C for purposes of the REMIC Provisions.

“Class II-XS2 Certificate”: Any one of the Class II-XS2 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-C for purposes of the REMIC Provisions.

“Class II-XS3 Certificate”: Any one of the Class II-XS3 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-C for purposes of the REMIC Provisions.

“Class A Certificates”: The Group I Class A Certificates and the Group II Class A Certificates.

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

“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 and the Class II-B6 Percentage.

“Class P Certificates”: The Classs II-P Certificates.

“Class PO Certificates”: The Class II-PO1 Certificates, the Class II-PO2 Certificates and the Class II-PO3 Certificates.

“Class PO Mortgage Loan”: Any Group II Mortgage Loan in Subgroup II-1-1 with an Expense Adjusted Mortgage Rate below 5.50% per annum, any Group II-2 Mortgage

Loan with an Expense Adjusted Mortgage Rate below 5.50% per annum and any Group II-3 Mortgage Loan with an Expense Adjusted Mortgage Rate below 5.75% per annum.

“Class PO Percentage”: With respect to (a) a Class PO Mortgage Loan in Subgroup II-1-1, the quotient of (i) 5.50% per annum minus the related Expense Adjusted Mortgage Rate divided by (ii) 5.50% per annum, (b) a Class PO Mortgage Loan in Group II-2, the quotient of (i) 5.50% per annum minus the related Expense Adjusted Mortgage Rate divided by (ii) 5.50% per annum, (c) a Class PO Mortgage Loan in Group II-3, the quotient of (i) 5.75% per annum minus the related Expense Adjusted Mortgage Rate divided by (ii) 5.75% per annum. With respect to each other Mortgage Loan the Trust Fund, 0%.

“Class PO Principal Distribution Amount”: For any Distribution Date and any Class of Class PO Certificates, an amount equal to the lesser of (i) the Subgroup II-1-1 Available Distribution Amount (in the case of the Class II-PO1 Certificates) or the Group II-2 Available Distribution Amount (in the case of the Class II-PO2 Certificates) or the Group II-3 Available Distribution Amount (in the case of the Class II-PO3 Certificates), as applicable, remaining after distribution of the related Senior Interest Distribution Amounts and (ii) the aggregate of:

(a) the sum of the following:

(i) the Class PO Percentage of the principal portion of each Monthly Payment due during the related Due Period in respect of each related Class PO Mortgage Loan whether or not received;

(ii) the Class PO Percentage of the principal portion of all Insurance Proceeds, Liquidation Proceeds (other than amounts described in clause (c) below) and Subsequent Recoveries received in respect of each related Class PO Mortgage Loan during the related Prepayment Period (other than any such related Class PO 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 related Servicer pursuant to Section 4.03 in respect of a preceding Distribution Date;

(iii) the Class PO Percentage of the Stated Principal Balance (calculated immediately prior to such Distribution Date) of each related Class PO 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]; and

(v) in connection with the substitution of one or more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Loans which were related Class PO Mortgage Loans pursuant to Section 2.03 during the related Prepayment Period, the excess, if any, of (A) the Class PO Percentage of 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 Class PO Percentage 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 Class PO Percentage of the Stated Principal Balances (calculated as of the respective dates of substitution) of such Qualified Substitute Mortgage Loans;

(b) the Class PO Percentage of all Principal Prepayments received in respect of each related Class PO Mortgage Loan during the related Prepayment Period;

(c) with respect to each related Class PO Mortgage Loan which was the subject of a Final Recovery Determination in the related Prepayment Period, the Class PO Percentage of the Stated Principal Balance of such Mortgage Loan at the time of such Final Recovery Determination (net of the principal portion of any Realized Loss allocated to the related Class of Class PO Certificates) to the extent of the principal portion of all Liquidation Proceeds with respect to such related Class PO Mortgage Loan; 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 related Class PO Principal Distribution Amount for the immediately preceding Distribution Date, over the aggregate distributions of principal made in respect of the related Class of Class PO 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 Subordinate Certificates pursuant to Section 4.04.

“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.

“Class R-IC Residual Interest”: The uncertificated Residual Interest in REMIC I-C.

“Class R-IIA Residual Interest”: The uncertificated Residual Interest in REMIC II-A.

“Class R-IIB Residual Interest”: The uncertificated Residual Interest in REMIC II-B.

“Class R-IIC Residual Interest”: The uncertificated Residual Interest in REMIC II-C.

“Class XS Certificates”: The Class II-XS1 Certificates, the Class II-XS2 Certificates and the Class II-XS3 Certificates.

“Class XS Mortgage Loan”: Any Group II Mortgage Loan included in Subgroup II-1-2 with an Expense Adjusted Mortgage Rate equal to or greater than 6.00% per annum, any Group II-2 Mortgage Loan with an Expense Adjusted Mortgage Rate equal to or greater than 5.50% per annum or any Group II-3 Mortgage Loan with an Expense Adjusted Mortgage Rate equal to or greater than 5.75% per annum.

“Closing Date”: November 30, 2005.

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

“Collateral Pool”: Either Collateral Pool I or Collateral Pool II.

“Collateral Pool I”: The Mortgage Loans in Loan Group I.

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

“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 2005-9.” The Collection Account must be an Eligible Account.

“Commission”: The Securities and Exchange Commission.

“Compensating Interest Payment”: With respect to each Collateral Pool and the Mortgage Loans in such Collateral Pool, an amount equal to the lesser 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.

“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.

“Corresponding Certificate”: With respect to each REMIC I-A Regular Interest listed below, the Certificate listed below:

REMIC I-A Regular Interest	Certificate
LT-I-A1	Class I-A1
LT-I-A2	Class I-A2
LT-I-B1	Class I-B1
LT-I-B2	Class I-B2
LT-I-B3	Class I-B3
LT-I-B4	Class I-B4
LT-I-B5	Class I-B5
LT-I-B6	Class I-B6
I-R	Class I-R

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

“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, November 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-A, 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 2005-9.” 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 December 2005.

“Diverted Interest Amount”: With respect to Collateral Pool II and any Distribution Date, one month’s interest accrued during the related Interest Accrual Period on the related Overcollateralized Amount at the Pass-Through Rate for the Class A Certificates related to the applicable Undercollateralized Loan Group or Undercollateralized Loan Groups and any other unpaid interest shortfalls on the Class A Certificates related to the applicable 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 related PMI Insurer Premium Rate, if applicable.

“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.

“Floater Cap Carryover Amount”: For any Distribution Date and the Class I-A1 Certificates or the Class I-A2 Certificates, an amount equal to the sum of (i) the excess, if any, of (x) the amount of interest accrued on the Class I-A1 Certificates or the Class I-A2 Certificates, as applicable for such Distribution Date calculated at the Floater Formula Rate over (y) the amount of interest such class of Certificates accrued for such Distribution Date at the related Pass-Through Rate and (ii) the unpaid portion of any related Floater Cap Carryover Amount from the prior Distribution Date together with interest accrued on such unpaid portion for the most recently ended Interest Accrual Period calculated at the Floater Formula Rate. Any Floater Cap Carryover Amount shall be distributed on such Distribution Date or future Distribution Dates from and to the extent of Trust Bifurcation Amounts available therefor in accordance with the priorities set forth in Section 4.01(a)(1) below after taking into account any amounts received under the Cap Contracts.

“Floater Cap Reserve Account”: The Floater Cap Reserve Account established and maintained pursuant to Section 3.29.

“Floater Formula Rate”: With respect to the Class I-A1 Certificates, a per annum rate equal to one-month LIBOR plus 0.26% per annum, with respect to the Class I-A2 Certificates, a per annum rate equal to one-month LIBOR plus 0.36% per annum.

“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) from the third 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) 0.50% of the aggregate outstanding principal balance of the Group II Mortgage Loans as of the most recent anniversary of the Cut-off Date minus (2) the Fraud Losses on the Group II 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 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.

“GMAC”: GMAC Mortgage Corporation or its successor in interest.

“GMAC Mortgage Loans”: The Mortgage Loans sub-serviced by GMAC.

“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 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, the Administration Fee and the PMI Insurer Fee, if applicable (b) Liquidation Proceeds, Insurance Proceeds, Principal Prepayments, proceeds from repurchases of and substitutions for the Group I Mortgage Loans, Subsequent Recoveries and other unscheduled collections of principal and interest in respect of the 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 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.

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

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

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

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

“Group I Senior Percentage”: With respect to any Distribution Date and 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 Group I Class A Certificates for such Distribution Date over the aggregate amount, if any,

payable to the Holders of the 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 the Group I Class A Certificates within the range indicated below, the percentage as indicated below:

Distribution Date	Group I Senior Prepayment Percentage
December 2005 through November 2015	100%
December 2015 through November 2016	Group I Senior Percentage, plus 70% of the Group I Subordinate Percentage
December 2016 through November 2017	Group I Senior Percentage, plus 60% of the Group I Subordinate Percentage
December 2017 through November 2018	Group I Senior Percentage, plus 40% of the Group I Subordinate Percentage
December 2018 through November 2019	Group I Senior Percentage, plus 20% of the Group I Subordinate Percentage
September 2019 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 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 Group I Subordinate Percentage, prior to giving effect to any distributions on such Distribution Date, equals or exceeds two times the initial Group I Subordinate Percentage, (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 November 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 November 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 will equal the Group I Senior

Percentage plus 50% of the Group I Subordinate Percentage for such Distribution Date, if such Distribution Date is prior to December 2008, and will equal the Group I Senior Percentage for such Distribution Date, if such Distribution Date occurs on or after December 2008.

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

Upon reduction of the Certificate Principal Balances of the Group I Class A Certificates to zero, the Group I Senior Prepayment Percentage 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 a Group I Loan Group 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 a Group I Loan Group 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 any Loan Group or Subgroup within Collateral Pool II, an amount equal to the excess of (i) the sum attributable to the related 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, the Administration Fee and the PMI Insurer Fee, if applicable (b) Liquidation Proceeds, Insurance Proceeds, Principal Prepayments, proceeds from repurchases of and substitutions for the related Group II Mortgage Loans, Subsequent Recoveries and other unscheduled collections of principal and interest in respect of the related 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 related 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.

Notwithstanding the foregoing, the Group II Available Distribution Amount for any Distribution Date shall be increased (in the case of an Undercollateralized Loan Group or Subgroup) or decreased (in the case of an Overcollateralized Loan Group or Subgroup) 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 II Class A Certificates relating to only one Loan Group remaining outstanding, the Group II Available Distribution Amount for that Distribution Date will be calculated on an aggregate Collateral Pool II basis, without regard to the related Loan Group.

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

“Group II Class A Certificates”: The Class II-1-1A1 Certificates, Class II-1-1A2 Certificates, Class II-1-1A3 Certificates, the Class II-1-2A1 Certificates, the Class II-1-2A2 Certificates, the Class II-1-2A3 Certificates, the Class II-A2 Certificates and the Class II-A3 Certificates.

“Group II Credit Support Depletion Date”: The first distribution date on which the Group II Senior Percentage equals 100%.

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

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

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

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

“Group II Senior Certificates”: The Class II-1-1A1 Certificates, Class II-1-1A2 Certificates, Class II-1-1A3 Certificates, the Class II-1-2A1 Certificates, the Class II-1-2A2 Certificates, the Class II-1-2A3 Certificates, the Class II-A2 Certificates, the Class II-A3 Certificates, the Class II-XS1 Certificates, the Class II-XS2 Certificates, the Class II-XS3 Certificates, the Class II-PO1 Certificates, the Class II-PO2 Certificates, the Class II-PO3 Certificates and the Class II-R Certificates.

“Group II Senior Percentage”: With respect to any Distribution Date and a Loan Group or Subgroup in Collateral Pool II, 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 Group II Class A Certificates for such Distribution Date over the aggregate amount, if any, payable to the Holders of the related 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 Non-Class PO Percentages of the

Scheduled Principal Balances of the related Group II Mortgage Loans, plus (ii) the aggregate of the Non-Class PO Percentages of the Scheduled Principal Balances of the REO Properties in the related Group or Subgroup, in each case before reduction for any Realized Losses on such Distribution Date.

Notwithstanding the foregoing, on any Distribution Date after the reduction of the Certificate Principal Balance of all but one of the related Group II Class A Certificates to zero, the Group II Senior Percentage for that Loan Group or Subgroup 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 II Class A Certificates for such Distribution Date over the aggregate amount, if any, payable to the Holders of the related 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 Scheduled Principal Balance of the Group II Mortgage Loans, plus (ii) the aggregate Scheduled Principal Balance 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 and the Group II Class A Certificates relating to any Loan Group or Subgroup within Collateral Pool II within the range indicated below, the percentage as indicated below:

Distribution Date	Group II Senior Prepayment Percentage
December 2005 through November 2010		100%
December 2011 through November 2012		Group II Senior Percentage, plus 70% of the Group II Subordinate Percentage
December 2012 through November 2013		Group II Senior Percentage, plus 60% of the Group II Subordinate Percentage
December 2013 through November 2014		Group II Senior Percentage, plus 40% of the Group II Subordinate Percentage
December 2014 through November 2015		Group II Senior Percentage, plus 20% of the Group II Subordinate Percentage
December 2016 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 for each Loan Group or Subgroup within Collateral Pool II will be the greater of (x) the related Group II Senior Prepayment Percentage for such Distribution Date or (y) the related Group II Senior Prepayment Percentage for the immediately preceding Distribution Date.

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

Upon reduction of the Certificate Principal Balances of the related Group II Class A Certificates to zero, the Group II Senior Prepayment Percentage for the related Loan Group or Subgroup 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”: With respect to any Loan Group or Subgroup within Collateral Pool II and any Distribution Date, 100% minus the Group II Senior Percentage for that Loan Group or Subgroup and Distribution Date.

“Group II Subordinate Prepayment Percentage”: With respect to any Loan Group or Subgroup within Collateral Pool II and any Distribution Date, 100% minus the related Group II Senior Prepayment Percentage for such Loan Group or Subgroup and Distribution Date.

“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 Ameriquest Mortgage Loans, the Mortgage Loan Purchase and Interim Servicing Agreement dated as of July 27, 2005, between Ameriquest and GMAC Mortgage Co. as assigned to the Seller by the Assignment and Recognition Agreement dated as of July 27, 2005, as modified as of the date hereof with respect to the Ameriquest 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, including the related PMI Policy, 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 (other than the Class I-A1 Certificates, Class I-A2 Certificates and the Class I-IOP Certificates), the calendar month preceding the month in which the Distribution Date occurs, and each such Interest Accrual Period will be deemed to be 30 days regardless of its actual length. The Interest Accrual Period for any Distribution Date and each of the Class I-A1 Certificates and the Class I-A2 Certificates is the one-month period commencing on the 25^th day of the calendar month immediately preceding the month in which such Distribtion Date occurs and ending on the 24^th day of the calendar month in which such Distribution Date occurs and each such Interest Accrual Period will 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 Determination Date”: With respect to the Class A Certificates and any Interest Accrual Period (except in the case of the first Interest Accrual Period in which case the Interest Determination Date is November 28, 2005), the second London Business Day preceding the commencement of such Interest Accrual Period.

“Interest Distribution Amount”: With respect to any Class of Certificates (other than the Class II-PO1 Certificates, the Class II-PO2 Certificates and the Classs II-PO3 Certificates and the Class P 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 (or, in the case of the Class I-IOP Certificates, the Class II-XS1 Certificates, the Class II-XS2 Certificates and the Class II-XS3 Certificates, on the Notional Amount thereof) immediately prior to such Distribution Date. The Interest Distribution Amount for any Class of Certificates (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 Certificates for the immediately preceding Distribution Date, over the aggregate distributions of interest made in respect of such Certificates pursuant to Section 4.01(a)(1) or Section 4.01(a)(2) 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 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 will be based on a 360 day year consisting of twelve 30-day Interest Accrual Periods.

“Interest Only Certificates”: The Class I-IOP Certificates and the Class XS Certificates.

“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, Loan Group II-1, Loan Group II-2 or Loan Group II-3.

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

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

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

“Loan Group II-3”: The Loan Group consisting of the Group II-3 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.

“Lockout Percentage”: With respect to the Class II-1-1A1 Certificates and the Class II-1-2A1 Certificates and any Distribution Date occurring prior to the Distribution Date in December 2010, 0%. For any Distribution Date occurring after the first five years following the Closing Date, a percentage determined as follows:

	•	for any Distribution Date during the sixth year after the Closing Date, 30%;
	•	for any Distribution Date during the seventh year after the Closing Date, 40%;
	•	for any Distribution Date during the eighth year after the Closing Date, 60%;
	•	for any Distribution Date during the ninth year after the Closing Date, 80%; and
	•	for any Distribution Date thereafter, 100%.

“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.

“MGIC PMI Policy”: The primary mortgage insurance policy (policy reference number: #22-590-4-3413) with respect to the related PMI Mortgage Loans, including all endorsements thereto dated the Closing Date, issued by the related PMI Insurer.

“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.

“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(d) of this Agreement, as from time to time held as a part of REMIC I-A or REMIC II-A, as applicable, the Mortgage Loans so held being identified in the Mortgage Loan Schedule.

“Mortgage Loan Components”: With respect to Subgroup II-1-1, a component representing a portion of an applicable fraction of all Group II-1 Mortgage Loans with Expense Adjusted Mortgage Rates greater than 5.50% per annum and less than 6.00% per annum. With respect to Subgroup II-1-2, a component representing a portion of an applicable fraction of all Group II-1 Mortgage Loans with Expense Adjusted Mortgage Rates greater than 5.50% per annum and less than 6.00% per annum.

“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-A on such date, attached hereto as Schedule 1. The Mortgage Loan Schedule shall set forth 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 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) whether the Mortgage Loan is a Buydown Mortgage Loan; and

(xxvii) whether the Mortgage Loan is covered under the related PMI Policy.

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.

“Net WAC Rate”: The Net WAC Rate for any Distribution Date and any subset of the Mortgage Loans is a rate per annum equal to the weighted average of the Expense Adjusted Mortgage Rates of the Mortgage Loans in such subset, weighted based on their principal balances as of the first day of the related Due Period. For federal income tax purposes, the equivalent of the Net WAC Rate for the Group I Mortgage Loans shall be expressed as the weighted average of the REMIC I-A Remittance Rate on each REMIC I-A Regular Interest, weighted on the basis of the Uncertificated Balance of each such REMIC I-A Regular Interest.

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

“Non-Class PO Percentage”: With respect to each Mortgage Loan, 100% less the related Class PO Percentage. With respect to each Mortgage Loan Component, 100%.

“Non-Trust Bifurcation Amount”: With respect to any Distribution Date, the portion of amounts received under the related Cap Contract equal to amounts that would have been received under the related Cap Contract if the notional amount used to calculate such amounts were equal to the excess, if any, of (i) the notional amount as it appears on the notional amount schedule of the related Cap Contract over (ii) the Certificate Principal Balance of the Class I-A1 Certificates or Class I-A2 Certificates, as applicable, immediately prior to such Distribution Date.

“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.

“Notional Amount”: For any date of determination and the Class I-IOP Certificates, an amount equal to the aggregate Certificate Principal Balance of the Class I-A1

Certificates and Class I-A2 Certificates. For federal income tax purposes, the Class I-IOP Certificates will have a Notional Amount equal to (i) the Uncertificated Balance of REMIC I-A Regular Interest LT-I-A1 and (ii) the Uncertificated Balance of REMIC I-A Regular Interest LT-I-A2. For any date of determination and the Class II-XS1 Certificates, an amount equal to the product of the aggregate Scheduled Principal Balance of the Subgroup II-1-2 Mortgage Loans that have Expense Adjusted Mortgage Rates equal to or greater than 6.000% per annum times a fraction, the numerator of which is (x) the excess of (A) the Net WAC Rate for the Class XS Mortgage Loans in Subgroup II-1-2 over (B) 6.000% per annum, and the denominator of which is (y) 6.000% per annum. For federal income tax purposes, the Class II-XS1 Certificates will not have a Notional Amount, but will be entitled to 100% of amounts distributed on REMIC II-B Regular Interest LT-IO1. For any date of determination and the Class II-XS2 Certificates, an amount equal to the product of the aggregate Scheduled Principal Balance of the Group II-2 Mortgage Loans that have Expense Adjusted Mortgage Rates equal to or greater than 5.500% per annumtimes a fraction, the numerator of which is (x) the excess of (A) the Net WAC Rate for the Class XS Mortgage Loans in Loan Group II-2 over (B) 5.500% per annum, and the denominator of which is (y) 5.500% per annum. For federal income tax purposes, the Class II-XS2 Certificates will not have a Notional Amount, but will be entitled to 100% of amounts distributed on REMIC II-B Regular Interest LT-IO2. For any date of determination and the Class II-XS3 Certificates, an amount equal to the product of the aggregate Scheduled Principal Balance of the Group II-3 Mortgage Loans that have Expense Adjusted Mortgage Rates equal to or greater than 5.750% per annum annum times a fraction, the numerator of which is (x) the excess of (A) the Net WAC Rate for the Class XS Mortgage Loans in Loan Group II-3 over (B) 5.750% per annum, and the denominator of which is (y) 5.750% per annum. For federal income tax purposes, the Class II-XS3 Certificates will not have a Notional Amount, but will be entitled to 100% of amounts distributed on REMIC II-B Regular Interest LT-IO3.

“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.

“One-Month LIBOR”: With respect to the Group I Class A Certificates and any Interest Accrual Period therefor, the rate determined by the Trust Administrator on the related Interest Determination Date on the basis of the offered rate for one-month U.S. dollar deposits, as such rate appears on Telerate Page 3750, Bloomberg Page BBAM or another page of these or any other financial reporting service in general use in the financial services industry, as of 11:00 a.m. (London time) on such Interest Determination Date; provided that if such rate does not appear on Telerate Page 3750, the rate for such date will be determined on the basis of the offered rates of the Reference Banks for one-month U.S. dollar deposits, as of 11:00 a.m. (London time) on such Interest Determination Date. In such event, the Trust Administrator will request the principal London office of each of the Reference Banks to provide a quotation of its rate. If on such Interest Determination Date, two or more Reference Banks provide such offered quotations, One-Month LIBOR for the related Interest Accrual Period shall be the arithmetic mean of such offered quotations (rounded upwards if necessary to the nearest whole multiple of

1/16%). If on such Interest Determination Date, fewer than two Reference Banks provide such offered quotations, One-Month LIBOR for the related Interest Accrual Period shall be the higher of (i) One-Month LIBOR as determined on the previous Interest Determination Date and (ii) the Reserve Interest Rate. Notwithstanding the foregoing, if, under the priorities described above, One-Month LIBOR for an Interest Determination Date would be based on One-Month LIBOR for the previous Interest Determination Date for the third consecutive Interest Determination Date, the Trust Administrator shall select an alternative comparable index (over which the Trust Administrator has no control), used for determining one-month Eurodollar lending rates that is calculated and published (or otherwise made available) by an independent party.

“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”: Ameriquest Mortgage Company.

“Overcollateralized Amount”: As to any Distribution Date and the Group II 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 Group II Class A Certificates, as to any Distribution Date on which there are one or more Undercollateralized Loan Groups within such Collateral Pool, any Loan Group or Subgroup 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 the Class I-A1 Certificates and any Distribution Date, the lesser of (i) one-month LIBOR + 0.26% per annum and (ii) the Net WAC Rate for the Group I Mortgage Loans for such distribution date.

With respect to the Class I-A2 Certificates and any Distribution Date will be the lesser of (i) one-month LIBOR + 0.36% per annum and (ii) the Net WAC Rate for the Group I Mortgage Loans for such distribution date.

With respect to the Class I-IOP Certificates and any Distribution Date, the excess, if any of (i) the Net WAC Rate for the Group I Mortgage Loans over (ii) the weighted average of the pass through rates on the Class I-A1 Certificates and the Class I-A2 Certificates. For federal income tax purposes, the equivalent of the foregoing shall be expressed as (A) the excess, if any, of (i) the REMIC I-A Remittance Rate on REMIC I-A Regular Interest LT-I-A1 over (ii) one-

month LIBOR + 0.26% per annum and (B) the excess, if any, of (i) the REMIC I-A Remittance Rate on REMIC I-A Regular Interest LT-I-A1 over (ii) one-month LIBOR + 0.36% per annum.

With respect to Group I Subordinate Certificates and the Class I-R Certificates and any Distribution Date, the Net WAC Rate for the Group I Mortgage Loans for such distribution date.

With respect to the Class II-1-1A1 Certificates and any Distribution Date, 5.50% per annum.

With respect to the Class II-1-1A2 Certificates and any Distribution Date, 5.50% per annum.

With respect to the Class II-1-1A3 Certificates and any Distribution Date, 5.50% per annum.

With respect to the Class II-1-2A1 Certificates and any Distribution Date, 6.00% per annum.

With respect to the Class II-1-2A2 Certificates and any Distribution Date, 6.00% per annum.

With respect to the Class II-1-2A3 Certificates and any Distribution Date, 6.00% per annum.

With respect to the Class II-A2 Certificates and any Distribution Date, 5.50% per annum.

With respect to the Class II-A3 Certificates and any Distribution Date, 5.75% per annum.

With respect to the Class II-R Certificates and any Distribution Date, 5.50% per annum.

With respect to the Class II-XS1 Certificates and any Distribution Date, 6.00% per annum. For federal income tax purposes, the Class II-XS1 Certificates will not have a Pass-Through Rate, but will be entitled to 100% of amounts distributed on REMIC II-B Regular Interest LT-IO1.

With respect to the Class II-XS2 Certificates and any Distribution Date, 5.50% per annum. For federal income tax purposes, the Class II-XS2 Certificates will not have a Pass-Through Rate, but will be entitled to 100% of amounts distributed on REMIC II-B Regular Interest LT-IO2.

With respect to the Class II-XS3 Certificates and any Distribution Date, 5.75% per annum. For federal income tax purposes, the Class II-XS2 Certificates will not have a Pass-Through Rate, but will be entitled to 100% of amounts distributed on REMIC II-B Regular Interest LT-IO3.

The Class II-PO1 Certificates, Class II-PO2 Certificates and Class II-PO3 Certificates and the Class 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 each class of Group II Subordinate Certificates and any Distribution Date, the Subordinate Net WAC Rate 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 or Notional Amount represented by such Certificate, and the denominator of which is the initial aggregate Certificate Principal Balance or Notional Amount of all of the Certificates of such Class. The Book-Entry Certificates are issuable only in Percentage Interests corresponding to initial Certificate Principal Balances or Notional Amounts 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 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.

“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.

“PMI Insurer”: Either Republic Mortgage Insurance Company, a North Carolina corporation, or its successor in interest or Mortgage Guaranty Insurance Corporation, a Wisconsin stock insurance corporation.

“PMI Insurer Fee”: The premium payable to each PMI Insurer on each Distribution Date pursuant to Section 3.27, which amount shall equal one twelfth of the product of (i) the related PMI Insurer Premium Rate (without regard to the words “per annum”), multiplied by (ii) the aggregate Stated Principal Balance of the related PMI Mortgage Loans and any related REO Properties as of the first day of the related Due Period (after giving effect to scheduled payments of principal due during the Due Period relating to the previous Distribution Date, to the extent received or advanced).

“PMI Insurer Premium Rate”: With respect to any Distribution Date and any mortgage loan covered by the RMIC PMI Policy, the PMI Insurer Premium Rate will fall within the range of 0.115% per annum to 1.545% per annum and for any related PMI Mortgage Loan will be set forth on the Mortgage Loan Schedule and with respect to any Distribution Date and any mortgage loan covered by the MGIC Primary Mortgage Insurance Policy, the PMI Insurer Premium Rate will be 0.41% per annum.

“PMI Insurer Tax Amount”: Any applicable premium taxes on related PMI Mortgage Loans located in West Virginia and Kentucky or other applicable state taxes.

“PMI Mortgage Loans”: The list of Mortgage Loans insured by the related PMI Insurer attached hereto as Schedule 2.

“RMIC PMI Policy”: The primary mortgage insurance policy (policy reference number: #27138-30) with respect to the related PMI Mortgage Loans, including all endorsements thereto dated the Closing Date, issued by the related PMI Insurer.

“Prepayment Assumption”: A prepayment rate of 25% CPR for the mortgage loans in Collateral Pool I and a prepayment rate of 100% of the Prepayment Vector for the mortgage loans in Collateral Pool II. The Prepayment Assumption is used solely for determining the accrual of original issue discount on the Certificates for federal income tax purposes. A CPR (or 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. The Prepayment Vector assumes a CPR of 8% per annum of the then unpaid principal balance of such mortgage loans in the first month of the life of such mortgage loans and an additional approximately 1.091% (precisely 12.00%/11) per annum in each month thereafter until the 12^th month. Beginning in the 12^th month and in each month thereafter during the life of such mortgage loans, such Prepayment Vector assumes a CPR of 20.00%.

“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”: Any Class I-B4 Certificate, Class I-B5 Certificate, Class I- B6 Certificate, Class II-B4 Certificate, Class II-B5 Certificate or Class II-B6 Certificate.

“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 or be covered by the PMI Policy if the Deleted Mortgage Loan was covered by the PMI 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.

“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 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 Offered Certificate (other than the Class I-A1 Certificates, Class I-A2 Certificates and Class I-IOP Certificates), the last Business Day of the month in which such Distribution Date occurs. With respect to each Distribution Date and the Class I-A1 Certificates, Class I-A2 Certificates and Class I-IOP Certificates, the 24^th day (or preceding Business Day) of 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 each REMIC I-A Regular Interest, 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.

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

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

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

“REMIC II-A Remittance Rate”: With respect to REMIC II-A Regular Interest LT-1-1, REMIC II-A Regular Interest LT-1-2, REMIC II-A Regular Interest LT-2, REMIC II-A Regular Interest LT-3, REMIC II-A Regular Xxxxxxxx XX-XX0, REMIC II-A Regular Xxxxxxxx XX-XX0, REMIC II-A Regular Xxxxxxxx XX-XX0, REMIC II-A Regular Interest LT-P and REMIC II-A Regular Interest LT-R, the rate set forth in the Preliminary Statement. With respect to REMIC II-A Regular Interest LT-IO1, the weighted average of the Stripped Interest Rates for the Group II-1 Mortgage Loans, weighted on the basis of the aggregate Stated Principal Balances of the Group II-1 Mortgage Loans. With respect to REMIC II-A Regular Interest LT-IO2, the weighted average of the Stripped Interest Rates for the Group II-2 Mortgage Loans, weighted on the basis of the aggregate Stated Principal Balances of the Group II-2 Mortgage Loans. With respect to REMIC II-A Regular Interest LT-IO3, the weighted average of the Stripped Interest Rates for the Group II-3 Mortgage Loans, weighted on the basis of the aggregate Stated Principal Balances of the Group II-3 Mortgage Loans.

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

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

“REMIC II-B Remittance Rate”: With respect to REMIC II-B Regular Interest LT-1-1A, REMIC II-B Regular Interest LT-1-1B, REMIC II-B Regular Interest LT-1-2A, REMIC II-B Regular Interest LT-1-2B, REMIC II-B Regular Interest LT-2A, REMIC II-B Regular Interest LT-2B, REMIC II-B Regular Interest LT-3A, REMIC II-B Regular Interest LT-3B, REMIC II-B Regular Xxxxxxxx XX-XX0, REMIC II-B Regular Xxxxxxxx XX-XX0, REMIC II-B Regular Xxxxxxxx XX-XX0, REMIC II-B Regular Interest LT-P and REMIC II-B Regular Interest LT-R, the rate set forth in the Preliminary Statement. REMIC II-B Regular Interest LT-IO1, REMIC II-B Regular Interest LT-IO2 and REMIC II-B Regular Interest LT-IO3 will not have REMIC II-B Remittance Rates, but will be entitled to 100% of amounts distributed on REMIC II-A Regular Interest LT-IO1, REMIC II-A Regular Interest LT-IO2 and REMIC II-A Regular Interest LT-IO3, respectively.

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

“REMIC II-C”: as defined 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-A, 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.

“Reserve Interest Rate”: With respect to any Interest Determination Date, the rate per annum that the Trustee determines to be either (i) the arithmetic mean (rounded upwards if necessary to the nearest whole multiple of 1/16%) of the one-month U.S. dollar lending rates which New York City banks selected by the Trustee are quoting on the relevant Interest Determination Date to the principal London offices of leading banks in the London interbank market or (ii) in the event that the Trustee can determine no such arithmetic mean, the lowest one-month U.S. dollar lending rate which New York City banks selected by the Trustee are quoting on such Interest Determination Date to leading European banks.

“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 Interest Distribution Amount”: With respect to each Loan Group or Subgroup, the Senior Interest Distribution Amount on each distribution date is equal to the aggregate of the Interest Distribution Amounts for that distribution date for the related Class A Certificates and, in the case of the first distribution date, for the related Residual Certificates if applicable.

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

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

“Senior Principal Distribution Amount”: For any Distribution Date and the Class A Certificates relating to any Loan Group and/or Subgroup, as applicable, an amount equal to the lesser of (i) the Group I Available Distribution Amount or the applicable Group II Available Distribution Amount, as the case may be, remaining after distribution of the related Senior Interest Distribution Amount and, in the case of each Group II Available Distribution Amount, the related Class PO Principal 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 related Non-Class PO Percentage of the aggregate of the principal portions of all Monthly Payments due during the related Due Period in respect of the related Mortgage Loans or Mortgage Loan Components, as applicable, whether or not received;

(ii) the related Non-Class PO Percentage of 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 or Mortgage Loan Components, as applicable, during the related Prepayment Period (other than any related Mortgage Loan or Mortgage Loan Component 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 related Non-Class PO Percentage of the Stated Principal Balance (calculated immediately prior to such Distribution Date) of each related Mortgage Loan or Mortgage Loan Component, as applicable, 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 or Subgroup pursuant to Section 2.03 during the related Prepayment Period, the excess, if any, of (A) the aggregate of the related Non-Class PO Percentage 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 Non-Class PO Percentage 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 related Non-Class PO Percentage 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 related Non-Class PO Percentage of all Principal Prepayments received in respect of the related Mortgage Loans or Mortgage Loan Components, as applicable, during the related Prepayment Period;

(c) with respect to any related Mortgage Loan or Mortgage Loan Component, as applicable, 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 of the Non-Class PO Percentage multiplied by the net Liquidation Proceeds and Insurance Proceeds allocable to principal in respect of such Mortgage Loan or Mortgage Loan Component, as applicable, (b) the then-applicable related Senior Percentage of the Non-Class PO Percentage multiplied by the Scheduled Principal Balance of the related Mortgage Loan or Mortgage Loan Component 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 to the extent not distributed to the related Class PO 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 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) with respect to Class A Certificates relating to a Loan Group or Subgroup, as applicable, within Collateral Pool II, any Class A Principal Adjustment Amount relating to such Collateral Pool (allocated among the Class A Certificates relating to such Collateral Pool on

a pro rata basis based on their respective Certificate Principal Balances), 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 Group II Class A Certificates remaining outstanding relating to more than one Loan Group or Subgroup, as applicable, in such Collateral Pool.

“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”: With respect to each Group I Mortgage Loan, 0.250% per annum. With respect to each Group II Mortgage Loan, 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 or initial Notional Amount, as applicable, 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 $1,264,206. For Collateral Pool II, initially an amount equal to $2,893,517. 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.

“Stripped Interest Rate”: With respect to any Subgroup II-1-1 Mortgage Loan, the excess, if any, of the Expense Adjusted Mortgage Rate over 6.000% per annum. With respect to any Subgroup II-1-2 Mortgage Loan, the excess, if any, of the Expense Adjusted Mortgage Rate over 5.500% per annum. With respect to any Group II-3 Mortgage Loan, the excess, if any, of the Expense Adjusted Mortgage Rate over 5.750% per annum.

“Subgroup”: Any of Subgroup II-1-1 or Subgroup II-1-2, as the context requires.

“Subgroup II-1-1”: The Subgroup within Group II that includes all Group II-1 Mortgage Loans with an Expense Adjusted Mortgage Rate less than or equal to 5.500% and Mortgage Loan Components representing a portion of all Group II-1 Mortgage Loans, based on the Applicable Fractions of such Mortgage Loans, with an Expense Adjusted Mortgage Rate greater than 5.500% per annum and less than 6.000% per annum.

“Subgroup II-1-1 Lockout Distribution Amount”: For any Distribution Date and the Class II-1-1A1 Certificates, an amount equal to the related Lockout Percentage of the II-1-1A1 Certificates’ pro rata share (based on the aggregage Certificate Principal Balance of the Class II-1-1A Certificates) of the Senior Principal Distribution Amount for Subgroup II-1-1.

“Subgroup II-1-2”: The Subgroup within Loan Group II-1 that includes all Group II-1 Mortgage Loans with an Expense Adjusted Mortgage Rate greater than or equal to 6.000% and Mortgage Loan Components representing a portion of all Group II-1 Mortgage Loans, based on the Applicable Fractions of such Mortgage Loans, with an Expense Adjusted Mortgage Rate greater than 5.500% per annum and less than 6.000% per annum.

“Subgroup II-1-2 Lockout Distribution Amount”: For any Distribution Date and the Class II-1-2A1, an amount equal to the related Lockout Percentage of the II-1-2A1

Certificates’ pro rata share (based on the aggregage Certificate Principal Balance of the Class II-1-2A Certificates) of the Senior Principal Distribution Amount for Subgroup II-1-2.

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

“Subordinate Interest Distribution Amount”: With respect to any collateral pool, the related Subordinate Interest Distribution Amount on each distribution date is equal to the aggregate of the Interest Distribution Amounts for such distribution date on all of the related Subordinate Certificates.

“Subordinate Net WAC Rate”: For any Distribution Date and the Group II Subordinate Certificates, a rate per annum equal to the weighted average, weighted in proportion to the results of subtracting from the aggregate principal balance of the Mortgage Loans and Mortgage Loan Components in each of Subgroup II-1-1, Subgroup II-1-2, Loan Group II-2 and Loan Group II-3, respectively, the aggregate Certificate Principal Balance of the related Class A Certificates and Residual Certificates, of 5.50% per annum, 6.00% per annum, 5.50% per annum and 5.75% per annum. For federal income tax purposes, the equivalent of the foregoing shall be expressed as the weighted average of the REMIC II-B Remittance Rates on each REMIC II-B Regular Interest ending with the designation “A”, weighted on the basis of the Uncertificated Balance of each such REMIC II-B Regular Interest.

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

“Subordinate Prepayment Percentage”: A Group I Subordinate Prepayment Percentage or 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(s) remaining after distribution of the related Senior Interest Distribution Amounts to the related Classes of Senior Certificates, the Class PO Principal Distribution Amounts to the Class II-PO1 Certificates, the Class II-PO2 Certificates, the Class II-PO3 (in the case of Collateral Pool II) and the related Subordinate Interest Distribution Amount 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 related Non-Class PO Percentage of the aggregate of the principal portions of all Monthly Payments due during the related Due Period in respect of the related Mortgage Loans or Mortgage Loan Components, as applicable, whether or not received;

(ii) the related Non-Class PO Percentage of 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 or Mortgage Loan Components, as applicable, during the related Prepayment Period (other than any related Mortgage Loan or Mortgage Loan Component 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 related Non-Class PO Percentage of the Stated Principal Balance (calculated immediately prior to such Distribution Date) of each related Mortgage Loan or Mortgage Loan Component, as applicable, 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 or Subgroup pursuant to Section 2.03 during the related Prepayment Period, the excess, if any, of (A) the aggregate of the related Non-Class PO Percentage 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 Non-Class PO Percentage 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 related Non-Class PO Percentage 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 related Non-Class PO Percentage of all Principal Prepayments received in respect of the related Mortgage Loans or Mortgage Loan Components, as applicable, during the related Prepayment Period;

(c) with respect to any related Mortgage Loans or Mortgage Loan Components, as applicable, 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 or Mortgage Loan Components exceed the amount distributable to the related Class A Certificates and the related Class PO Certificates pursuant to clause (c) of the definition of “Senior Principal Distribution Amount” and clause (c) of the definition of “Class PO Principal Distribution Amount”

(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 II, 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 or Subgroup, as applicable, in such Collateral Pool.

“Subordination Test”: With respect to Collateral Pool II, the Subordination Test will be met if the Aggregate Subordinate Percentage is equal to or greater than two times the initial Aggregate 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(d) hereof.

“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.

“Tax Reserve Account”: The Tax Reserve Account established and maintained pursuant to Section 3.26.

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

“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 ten years from the Closing Date will be as follows: for any Distribution Date on or after the tenth and prior to the eleventh 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 eleventh and prior to the twelfth 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 twelfth and prior to the thirteenth 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 thirteenth and prior to the fourteenth 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 fourteenth 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 Bifurcation Amount”: With respect to any Distribution Date and the Class I-A1 Certificates and the Class I-A2 Certificates, as applicable, the portion of amounts received under the related Cap Contract equal to amounts that would have been received under the related Cap Contract if the notional amount used to calculate such amounts were equal to the lesser of (i) the notional amount as it appears on the notional amount schedule of the related Cap Contract and (ii) the Certificate Principal Balance of the Class I-A1 Certificates or Class I-A2 Certificates, as applicable, immediately prior to such Distribution Date.

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

“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, REMIC II-A, REMIC II-B and REMIC II-C.

“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 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 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.

“Uncertificated Notional Amount”: With respect to REMIC II-A Regular Interest LT-IO1, the aggregate Scheduled Principal Balance of the Group II-1 Mortgage Loans. With respect to REMIC II-A Regular Interest LT-IO2, the aggregate Scheduled Principal Balance of the Group II-2 Mortgage Loans. With respect to REMIC II-A Regular Interest LT-IO3, the aggregate Scheduled Principal Balance of the Group II-3 Mortgage Loans.

“Undercollateralized Amount”: As to any Distribution Date and any Loan Group or Subgroup, as applicable, within Collateral Pool II, the excess, if any, of the Certificate Principal Balance of the related Class A Certificates immediately after payments of the related Senior Principal Distribution Amount over the sum of (i) the aggregate Scheduled Principal Balance of the related Mortgage Loans and Mortgage Loan Components plus (ii) the aggregate Scheduled Principal Balance of the REO Properties and related Mortgage Loan Components in the related Loan Group or Subgroup, as of the last day of the related Due Period.

“Undercollateralized Loan Group”: With respect to the Class A Certificates relating to Collateral Pool II, as to any Distribution Date, any Loan Group or Subgroup 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 shall be allocated to the Holders of the related Classes of Regular Certificates (other than the related Residual Certificates and the related Interest Only 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 Group I Certificates shall be allocated among the Holders of the Certificates of such Class pro rata in accordance with the respective Percentage Interests evidenced thereby.

At all times during the term of this Agreement, (i) 98% of all of the Voting Rights relating to Collateral Pool II shall be allocated to the Holders of the Classes of Regular Certificates (other than the related Residual Certificates and the related Interest Only Certificates) in proportion to their then outstanding Certificate Principal Balances, (ii) 1% of all Voting Rights relating to such collateral pool will be allocated among the Holders of the Class XS Certificates on a pro rata basis based on their respective Notional Amounts and (iii) 1% of all Voting Rights relating to such collateral pool will be allocated among the Holders of the Residual Certificates. All Voting Rights allocated to any Holders of any Class of Certificates shall be allocated among the Holders of the Certificates of such Class pro rata in accordance with the respective Percentage Interests evidenced thereby.

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 II-PO1 Certificates, the Class II-PO2 Certificates and the Class II-PO3 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 or Notional Amount of such Certificate 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-A, the Floater Cap Reserve Account and the Trust Bifurcation Amounts. 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 Non-Trust Bifurcation Amounts shall not be part of the Trust Fund or any REMIC. The Depositor hereby directs the Trustee to execute, deliver and perform its obligations under each Cap Contract, on the Closing Date and thereafter, on behalf of the Holders of the Class I-A1 Certificates and Class I-A2 Certificates and Citigroup Global Markets Realty Corp., as owner of the Non-Trust Bifurcation Amounts. The Depositor herewith delivers to the Trustee an executed copy of the Mortgage Loan Purchase Agreement and both of the PMI Policies, 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-A 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-A (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-A.

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-A and REMIC II-A 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-C.

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 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 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 REMIC I-B (as holder of the REMIC I-A Regular Interests) to receive distributions from the proceeds of REMIC I-A and the rights of the Class I-R Certificateholders (as holder of the Class R-IB Interest) to receive distributions from the proceeds of REMIC I-B, and all ownership interests evidenced or constituted by the Class I-R Certificates and the Group I Regular Certificates evidencing interests in REMIC I-B, 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 II-A Regular Interests for the benefit of the Class II-R Certificateholders (as holder of the Class R-IIA Interest) and REMIC II-B (as holder of the REMIC II-A Regular Interests). The Trustee acknowledges receipt of the REMIC II-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 II-R Certificateholders (as holder of the Class R-IIA

Interest) and REMIC II-B (as holder of the REMIC II-A Regular Interests). 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 II-B Regular Interests for the benefit of the Class II-R Certificateholders (as holder of the Class R-IIB Interest) and REMIC II-C (as holder of the REMIC II-B Regular Interests). The Trustee acknowledges receipt of the REMIC II-B 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 II-R Certificateholders (as holder of the Class R-IIB Interest) and REMIC II-C (as holder of the REMIC II-B Regular Interests). The rights of the Class II-R Certificateholders (as holder of the Class R-IIA Interest) and of REMIC II-B (as holder of the REMIC II-A Regular Interests) to receive distributions from the proceeds of REMIC II-A, the rights of the Class II-R Certificateholders (as holder of the Class R-IIB Interest) and of REMIC II-C (as holder of the REMIC II-B Regular Interests) to receive distributions from the proceeds of REMIC II-B, and all ownership interests evidenced or constituted by the Class II-R Certificates and the Regular Certificates evidencing interests in REMIC II-C, 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, GMAC is the Sub-Servicer with respect to the Mortgage Loans and in such capacity GMAC will be primarily responsible for the servicing of the 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 Mae 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 (including the PMI Policy), 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)      without duplication, all payments of claims under the related PMI Policy; 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 plus the amount of the PMI Insurer Fee for the related Distribution 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 (upon the Trustee’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.

SECTION 3.26 Tax Reserve Account.

(a)          No later than the Closing Date, the Paying Agent shall establish and maintain with itself, on behalf of the Trustee, a separate, segregated trust account titled, “Tax Reserve Account, Citibank, N.A., as Paying Agent, 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 2005-9.”

(b)          On the Closing Date and on each Distribution Date as to which there is a PMI Insurer Tax Amount payable to PMI Insurer (as evidenced by an invoice for the same received by the Paying Agent), the Paying Agent will cause to be paid from the Tax Reserve Account the amount of any such PMI Insurer Tax Amount (to the extent of amounts on deposit in such account).

(c)          For federal and state income tax purposes, the Master Servicer will be deemed to be the owner of the Tax Reserve Account. Upon the termination of the Trust Fund, or the payment in full of the Class A Certificates and Subordinate Certificates, all amounts remaining on deposit in the Tax Reserve Account will be released by the Trust Fund and distributed to the Master Servicer or its designee. The Tax Reserve Account will be part of the Trust Fund but not part of any Trust REMIC.

(d)          The Paying Agent at the direction of the Master Servicer shall direct any depository institution maintaining the Tax Reserve Account to invest the funds in such account in one or more Permitted Investments 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 or an Affiliate manages or advises such investment, 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 or an Affiliate manages or advises such investment. All income and gain earned upon such investment shall be deposited into the Tax Reserve Account.

SECTION 3.27 PMI Policies; Claims Under the PMI Policies.

Notwithstanding anything to the contrary elsewhere in this Agreement, the Master Servicer shall not agree to any modification or assumption of a PMI Mortgage Loan or take any other action with respect to a PMI Mortgage Loan that could result in denial of coverage under the related PMI Policy. The Master Servicer shall notify the related PMI Insurer that the Trustee, on behalf of the Certificateholders, is the Insured, as that term is defined in the related PMI Policy, of each PMI Mortgage Loan. The Master Servicer shall, on behalf of the Trustee, prepare and file on a timely basis with the PMI Insurer, with a copy to the Trustee, all claims which may be made under the related PMI Policy with respect to the PMI Mortgage Loans. Consistent with all rights and obligations hereunder, the Master Servicer shall take all actions required under the related PMI Policy as a condition to the payment of any such claim. Any amount received from the related PMI Insurer with respect to any such PMI Mortgage Loan shall be deposited by the Master Servicer into the Collection Account in accordance with Section 3.10(a). The Paying Agent shall withdraw from the Distribution Account on each Distribution

Date and pay to the related PMI Insurer the related PMI Insurer Fee in accordance with the terms of the related PMI Policy.

SECTION 3.28 [reserved]

SECTION 3.29 Floater Cap Reserve Account.

No later than the Closing Date, the Paying Agent shall establish and maintain with itself a separate, segregated trust account titled, “Floater Cap Reserve Account, Citibank, N.A., as Paying Agent, in trust for the registered holders of Citigroup Mortgage Loan Trust Inc., Mortgage Pass- Through Certificates, Series 2005-9.” Amounts deposited in the Floater Cap Reserve Account will consist of any payments received by the Paying Agent, as designee of the Trustee, under the Cap Contracts and deposited into the Floater Cap Reserve Account.

On each Distribution Date as to which there is a Floater Cap Carryover Amount payable to the Class I-A1 Certificates, the Paying Agent shall deposit into the Floater Cap Reserve Account the amount of any payments received from the counterparty under the related Cap Contract. On each such Distribution Date, the Paying Agent shall hold all such amounts for the benefit of the Holders of the Class I-A1 Certificates and Citigroup Global Markets Realty Corp., as owner of the Non-Trust Bifurcation Amounts, and will distribute such amounts as follows: first, to the extent of the Trust Bifurcation Amounts attributable to the related Cap Contract and on deposit in the Floater Cap Reserve Account, to the Holders of the Class I-A1 Certificates, the amount of any Floater Cap Carryover Amount for such Distribution Date and second, the amount of any Non-Trust Bifurcation Amount received from the counterparty under the Cap Contact for such Distribution Date, to Citigroup Global Markets Realty Corp., as owner of the Non-Trust Bifurcation Amounts.

On each Distribution Date as to which there is a Floater Cap Carryover Amount payable to the Class I-A2 Certificates, the Paying Agent shall deposit into the Floater Cap Reserve Account the amount of any payments received from the counterparty under the related Cap Contract. On each such Distribution Date, the Paying Agent shall hold all such amounts for the benefit of the Holders of the Class I-A2 Certificates and Citigroup Global Markets Realty Corp., as owner of the Non-Trust Bifurcation Amounts, and will distribute such amounts as follows: first, to the extent of the Trust Bifurcation Amounts attributable to the related Cap Contract and on deposit in the Floater Cap Reserve Account, to the Holders of the Class I-A2 Certificates, the amount of any Floater Cap Carryover Amount for such Distribution Date and second, the amount of any Non-Trust Bifurcation Amount received from the counterparty under the Cap Contact for such Distribution Date, to Citigroup Global Markets Realty Corp., as owner of the Non-Trust Bifurcation Amounts.

On each Distribution Date, any amounts remaining in the Floater Cap Reserve Account (representing payments received by the Paying Agent under the Cap Contract) after the payment of amounts therefrom as set forth in the preceding paragraph, shall be payable to the Trustee, in its individual capacity. For so long as any Class I-A1 Certificates or Class I-A2 Certificates are beneficially owned by the Depositor or any of its Affiliates, the Depositor shall refund or cause such Affiliate to refund any amounts paid to it under the Cap Contract as Holder

or Certificate Owner of such Class to the Paying Agent who shall on behalf of the Trustee, pursuant to the terms of the Cap Contract, return such amount to the counterparty thereunder.

For federal and state income tax purposes, Citigroup Global Markets Realty Corp. will be deemed to be the owner of the Floater Cap Reserve Account. The Floater Cap Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of the Trust Fund, or the payment in full of the Class I-A1 Certificates or Class I-A2 Certificates, after all distributions from the Floater Cap Reserve Account required to be made pursuant to the second and third preceding paragraphs, all amounts remaining on deposit in the Floater Cap Reserve Account will be released by the Trust Fund and distributed to the Trustee or its designee. The Floater Cap Reserve Account (to the extent and only to the extent of any Trust Bifurcation Amounts on deposit therein) will be part of the Trust Fund but not part of any REMIC, and any payments to the Holders of the Class I-A1 Certificates and Class I-A2 Certificates of Floater Cap Carryover Amounts will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860(G)(a)(1). The Non-Trust Bifurcation Amounts will not be part of the Trust Fund or any REMIC.

Amounts on deposit in the Floater Cap Reserve Account shall remain uninvested.

For federal tax return and information reporting, the value of the right of the Holders of the Class I-A1 Certificates and Class I-A2 Certificates to receive payments from the Floater Cap Reserve Account in respect of any Floater Cap Carryover Amounts shall be $380,000 and $35,000, respectively.

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 Group I Available Distribution Amount. 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 Group I 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 related Class A Certificates, and on the first Distribution Date, to the Holders of the Class I-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 I-R Certificates until the Certificate Principal Balance thereof has been reduced to zero and then to the Holders of each Class of the related Class A Certificates, on a pro rata basis based on the Certificate Principal Balance of each such Class, until the Certificate Principal Balances thereof have been reduced to zero;

(iii) to the Holders of the Group I Subordinate Certificates, the related Interest Distribution Amount for each Class of the Group I Subordinate Certificates for such Distribution Date, distributable to the Holders of the Group I 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 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); and

(viii) to the Holders of the Class I-R Certificates, any remaining amounts.

On each distribution date, after making the distributions of the Group I Available Distribution Amount as set forth above, all prepayment charges, penalties or premiums received by the Trust in respect of the Group I Mortgage Loans will be withdrawn from the Distribution Account and distributed by the Paying Agent to the Holders of the Class I-IOP 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-IOP Certificates shall not reduce the Certificate Principal Balance thereof.

On each distribution date, after making the distributions of the Group I Available Distribution Amount as set forth above, the Paying Agent shall distribute amounts from the Floater Cap Carryover Reserve Account in accordance with Section 3.29.

(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 for each Loan Group or Subgroup within Collateral Pool II. 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 related Available Distribution Amount or related Available Distribution Amounts:

(i) from the Available Distribution Amounts for each Loan Group or Subgroup, concurrently, to each Class of Class II-1-1A Certificates (except, in the case of each distribution date prior to the Class II-1-1A3 Accretion Termination Date, the Class II-1-1A3 Certificates), the Interest Distribution Amount for each such Class and such Distribution Date, on a pro rata basis based on their respective entitlements to interest pursuant to this clause;

(ii) in the case of each such Distribution Date prior to the Class II-1-1A3 Accretion Termination Date, to the Class II-1-1A2 Certificates, an amount equal to the Class II-A-1A3 Accrual Distribution Amount, in reduction of the Certificate Principal Balance of the Class II-1-1A2 Certificates, until the Certificate Principal Balance of the Class II-1-1A2 Certifcates has been reduced to zero;

(iii) from the remaining Available Distribution Amount relating to Subgroup II-1-1, to the Holders of the Class II-PO1 Certificates, to the extent of the Class PO Principal Distribution Amount for such Class of Certificates, and from the remaining Available Distribution Amount relating to the Group II-2 Mortgage Loans, to the Holders of the Class II-PO2 Certificates, to the extent of the Class PO Principal Distribution Amount for such Class of Certificates, and from the remaining Available Distribution Amount relating to the Group II-3 Mortgage Loans, to the Holders of the Class II-PO3 Certificates, to the extent of the Class PO Principal Distribution Amount for such Class of Certificates, in each case in reduction of the Certificate Principal Balance of such Class, until the Certificate Principal Balance thereof has been reduced to zero;

(iv) from the remaining Available Distribution Amount for each Loan Group or Subgroup, concurrently, to the Holders of the Group II Class A Certificates (other than the Interest Only Certificates), and on the first Distribution Date, to the Holders of any Residual 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 any related Class of Residual 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 (other than the Interest Only Certificates), in the order of priority set forth in Section 4.01(a)(3), until the Certificate Principal Balances thereof have been reduced to zero;

(v) from the remaining Available Distribution Amount for each Loan Group or Subgroup, concurrently, to the Holders of the Group II Class A Certificates (other than the Interest Only Certificates) related to an Undercollateralized Loan Group, an amount in respect of principal equal to the Overcollateralized Amount relating to Collateral Pool II for such Distribution Date, allocated to such Group II Class A Certificates, in the order of priority described below;

(vi) from the remaining Available Distribution Amounts for all Loan Groups or Subgroups within Collateral Pool II, 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;

(vii) from the remaining Available Distribution Amounts for all Loan Groups or Subgroups within Collateral Pool II, concurrently, to the Holders of the Class PO Certificates, in reduction of the Certificate Principal Balances thereof, in an amount with respect to such Class equal to the excess, if any, of (x) the Class PO Percentage of the Stated Principal Balance of each related Class PO Mortgage Loan as to which a Final Liquidation has occurred over (y) the amount distributed in respect of such Class PO Mortgage Loan to such Class pursuant to clause (ii) above on such Distribution Date or on any prior Distribution Dates, until paid in full to the Holders of the Class PO Certificates;

(viii) from the remaining Available Distribution Amounts for all Loan Groups or Subgroups within Collateral Pool II, to the Holders of the Class of Group II Subordinate Certificates then outstanding with the lowest payment priority, the Interest Distribution Amount for such Class for such Distribution Date;

(ix) from the remaining Available Distribution Amounts for all Loan Groups or Subgroups within Collateral Pool II, 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 Class pursuant to the priorities and amounts set forth in Section 4.01(b)(i);

(x) from the remaining Available Distribution Amounts for all Loan Groups or Subgroups within Collateral Pool II, 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 II-P Certificates, until the Certificate Principal Balances thereof has been reduced to zero; and

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

(3)          On each Distribution Date, all distributions to the Class A Certificates relating to Subgroup II-1-1 made pursuant to Section 4.01(a)(2)(iv) shall be distributed among the Classes of Class A Certificates relating to Subgroup II-1-1 in the following amounts and order of priority:

1.            first, to the Class II-1-1A1 Certificates, the Subgroup II-1-1 Lockout Distribution Amount, in reduction of the Certificate Principal Balance of such Class, until the Certificate Principal Balance thereof has been reduced to zero;

2.            second, to the Class II-1-1A2 Certificates, in reduction of the Certificate Principal Balance of such class, until the Certificate Principal Balance thereof has been reduced to zero;

3.            third, to the Class II-1-1A3 Certificates, in reduction of the Certificate Principal Balance of such class, until the Certificate Principal Balance thereof has been reduced to zero; and

4.            fourth, to the Class II-1-1A1 Certificates, in reduction of the Certificate Principal Balance of such class, until the Certificate Principal Balance thereof has been reduced to zero;

On each Distribution Date, all distributions to the Class A Certificates relating to Subgroup II-1-2 made pursuant to Section 4.01(a)(2)(iv) shall be distributed among the Classes of Class A Certificates relating to Subgroup II-1-1 in the following amounts and order of priority:

1.            first, to the Class II-1-2A1 Certificates, the Subgroup II-1-2 Lockout Distribution Amount, in reduction of the Certificate Principal Balance of such Class, until the Certificate Principal Balance thereof has been reduced to zero;

2.            second, to the Class II-1-2A2 Certificates, in reduction of the Certificate Principal Balance of such class, until the Certificate Principal Balance thereof has been reduced to zero;

3.            third, to the Class II-1-2A3 Certificates, in reduction of the Certificate Principal Balance of such class, until the Certificate Principal Balance thereof has been reduced to zero; and

4.            fourth, to the Class II-1-2A1 Certificates, in reduction of the Certificate Principal Balance of such class, until the Certificate Principal Balance thereof has been reduced to zero;

(4)          On each Distribution Date, all amounts representing prepayment charges, penalties or premiums in respect of the Group II 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 II-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 II-P Certificates shall not reduce the Certificate Principal Balance thereof.

(5)          Immediately prior to the distributions to the Holders of the Certificates on each Distribution Date, any adjustments to the Certificate Principal Balances of the Certificates 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 Certificates and that remain “outstanding” as set forth below shall be applied as follows: first, to increase the Certificate Principal Balance of the related Class of Certificates 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 and remaining “outstanding” second, to increase the Certificate Principal Balance of the related Class of Certificates 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 and remaining “outstanding” and so forth. For purposes of the foregoing, with respect to any Class of Certificates, the amount of previously allocated Realized Losses that have been offset by an increase in Certificate 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 pursuant to Section 4.04. Holders of any Class of Certificates with respect to which there shall have been a Certificate 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 Balance of each Certificate of such Class in accordance with its respective Percentage Interest.

All references above to the Certificate Principal Balance of any Class of Certificates shall be to the Certificate Principal Balance of such Class prior to the allocation of Extraordinary Trust Fund Expenses and Realized Losses, in each case allocated to such Class of Certificates, 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, the aggregate distributions of principal made on such date in respect of the Group II Subordinate Certificates pursuant to Section 4.01(a)(2)(vi) above 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 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 4.10% 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 3.05% 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 1.45% 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 0.70% 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 0.30% 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 2.50% 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 1.70% 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 1.10% 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 0.40% 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 0.20% 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 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 of each such Class allocable to principal;

(ii)          the amount of the distribution made on such Distribution Date to the Holders of Certificates 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 (other than the Class I-IOP Certificates, the Class II-XS1 Certificates, the Class II-XS2 Certificates and the Class II-XS3 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)      the Certificate Factor for each such Class of Certificates applicable to such Distribution Date;

(xv)        the Interest Distribution Amount in respect of each such Class of Certificates (other than the Class II-PO1 Certificates, Class II-PO2 Certificates and the Class II-PO3 Certificates ) for such Distribution Date (separately identifying any reductions in the case of Subordinate Certificates resulting from the allocation of Realized Losses allocable to interest and Extraordinary Trust Fund Expenses on 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)      with respect to Collateral Pool II, the weighted average of the Stripped Interest Rates of the related Mortgage Loans as of the first day of the related Due Period for such Distribution Date;

(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)     with respect to the Class XS Certificates, the related Notional Amount for such Distribution Date;

(xxiii) (A) the amount of payments received from the Master Servicer related to claims under each PMI Policy during the related Prepayment Period (and the number of Mortgage Loans to which such payments related) and (B) the cumulative amount of payments received related to claims under each PMI Policy since the Closing Date (and the number of Mortgage Loans to which such payments related);

(xxiii) (A) the dollar amount of claims made under each PMI Policy that were denied (as identified by the Master Servicer) during the Prepayment Period (and the number of Mortgage Loans to which such denials related) and (B) the dollar amount of the cumulative claims made under each PMI Policy that were denied since the Closing Date (and the number of Mortgage Loans to which such denials related);

(xxiv)  the portion of any payments received from the Cap Counterparty consisting of the Trust Bifurcation Amount for such Distribution Date, the amount of any Floater Cap Carryover Amount for such Distribution Date and the amount of any Floater Cap Carryover Amount remaining unpaid after taking into account the distribution of any Trust Bifurcation Amount on such Distribution Date;

(xxv)    any amount of prepayment charges distributed to the Class I-IOP Certificates and the Class II-P Certificates; and

(xxxvi) [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 first to the Class I-A1 Certificates and then to the Class I-A2 Certificates, (ii) with respect to Collateral Pool II, upon the reduction of the Certificate Principal Balances of the related Subordinate Certificates to zero, (A) all Realized Losses on the Mortgage Loans (other than Class PO Mortgage Loans) and Mortgage Loan Components related to such Collateral Pool (other than Excess Losses) shall be allocated to the the Class II-1-1A Certificates as described below (if the Excess Loss is on a Subgroup II-1-1 Mortgage Loan or Mortgage Loan Component), to the Class II-1-2A Certificates as described below (if the Excess Loss is on a Subgroup II-1-2 Mortgage Loan or Mortgage Loan Component), to the Class II-A2 Certificates (if the Excess Loss is on a Group II-2 Mortgage Loan) and to the Class II-A3 Certificates (if the Excess Loss is on a Group II-3 Mortgage Loan), and (B) all Realized Losses on the Class PO Mortgage Loans related to such Collateral Pool (other than Excess Losses) shall be allocated first, to the Class II-PO1 Certificates in an amount equal to the Class PO Percentage of each such Realized Loss and second, to the Class II-1-1A Certificates as described below (if such Realized Loss is on a Mortgage Loan or Mortgage Loan Component in Subgroup II-1-1) or first, to the Class II-PO2 Certificates in an amount equal to the Class PO Percentage of each such Realized Loss and second, to the Class II-A2 Certificates (if such Realized Loss is on a Mortgage Loan or Mortgage Loan Component in Loan Group II-2) or first, to the Class II-PO3 Certificates in an amount equal to the Class PO Percentage of each such Realized Loss and second, to the Class II-A3 Certificates (if such Realized Loss is on a Mortgage Loan or Mortgage Loan Component in Loan Group II-3).

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-A1 Certificates and the Class I-A2 Certificates on a pro rata basis based on their respective Certificate Principal Balances and (ii) the related Group I Subordinate Percentage of the Excess Loss to the Group I Subordinate Certificates on a pro rata basis based on their respective Certificate Principal Balances.

Excess Losses on the Mortgage Loans (other than Class PO Mortgage Loans) and Mortgage Loan Components in Collateral Pool II will be allocated on any Distribution Date by allocating (i) the related Senior Percentage of the Excess Loss to the Class II-1-1A Certificates as

described below (if such Excess Loss is on a Mortgage Loan or Mortgage Loan Component in Subgroup II-1-1), to the Class II-1-2A Certificates as described below (if such Excess Loss is on a Mortgage Loan or Mortgage Loan Component in Subgroup II-1-2) and to the Class II-A2 Certificates (if such Excess Loss is on a Mortgage Loan in Loan Group II-2) and to the Class II-A3 Certificates (if such Excess Loss is on a Mortgage Loan in Loan Group II-3), as applicable and (ii) the related Group II Subordinate Percentage of the Excess Loss to the Group II Subordinate Certificates on a pro rata basis based on their Certificate Principal Balances. Excess Losses on the Class PO Mortgage Loans in Collateral Pool II will be allocated on any Distribution Date to the related Class PO Certificates in an amount equal to the related Class PO Percentage of the Excess Losses and the remainder of the Excess Losses will be allocated by allocating (i) the related Group II Senior Percentage of the remainder of such Excess Loss to the Class II-1-1A Certificates as described below (if such Excess Loss is on a Mortgage Loan or Mortgage Loan Component in Subgroup II-1-1), and to the Class II-A2 Certificates (if such Excess Loss is on a Mortgage Loan in Loan Group II-2) and to the Class II-A3 Certificates (if such Excess Loss is on a Mortgage Loan in Loan Group II-3), as applicable and (ii) the Subgroup II-1-1 Subordinate Percentage of the Excess Loss to the Group II Subordinate Certificates (if such Excess Loss is on a Mortgage Loan or Mortgage Loan Component in Subgroup II-1-1), and to the Class II-A2 Certificates (if such Excess Loss is on a Mortgage Loan in Loan Group II-2) and to the Class II-A3 Certificates (if such Excess Loss is on a Mortgage Loan in Loan Group II-3) on a pro rata basis based on their Certificate Principal Balances. Any allocation of an Excess Loss will be allocated to the Class II-1-1A1 Certificates, Class II-1-1A2 Certificates and the Class II-1-1A3 Certificates pro rata, based on their respective Certificate Principal Balances. Any allocation of an Excess Loss will be allocated to the Class II-1-2A1 Certificates, Class II-1-2A2 Certificates and the Class II-1-2A3 Certificates pro rata, based on their respective Certificate Principal Balances.

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, the 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 based on their respective Certificate Principal Balances. 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 (other than the Class I-IOP Certificates, the Class II-XS1 Certificates, the Class II-XS2 Certificates and the Class II-XS3 Certificates) and the Class PO Certificates on a pro rata basis based on their respective Certificate Principal Balances.

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

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:

REMIC I-A

(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; and

(b)          Distributions of principal shall be deemed to be made to the REMIC I-A Regular Interests in the same manner and priority as such distributions are made to the Corresponding Certificates.

(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-I-B1.

(d)          Realized Losses on the Group I Mortgage Loans shall be applied to the REMIC I-A Regular Interests in the same manner and priority as such Realized Losses are applied to the Corresponding Certificates

With respect to the Group II Mortgage Loans:

REMIC II-A

Interest shall be payable to the REMIC II-A Regular Interests (other than REMIC II-A Regular Xxxxxxxx XX-XX0, REMIC II-A Regular Xxxxxxxx XX-XX0 and REMIC II-A Regular Interest LT-PO3) at the REMIC II-A Remittance Rate for each such REMIC II-A Regular Interest on the related Uncertificated Balance.

With respect to the Group II-1 Mortgage Loans:

(a)          Principal received on Class PO Mortgage Loans in Loan Group II-1 shall be allocated to REMIC II-A Regular Interest LT-1-1 and REMIC II-A Regular Xxxxxxxx XX-XX0, in the same proportion as the Non-Class PO Percentage and the Class PO-Percentage, respectively;

(b)          Principal received on Group II-1 Mortgage Loans with an Expense Adjusted Mortgage Rate greater than or equal to 5.50% per annum and less than 6.00% per annum shall be allocated to REMIC II-A Regular Interest LT-1-1 and REMIC II-A Regular Interest LT-1-2, in the same proportion as the Applicable Fractions divide such Mortgage Loans; and

(c)          Principal received on Group II-1 Mortgage Loans with an Expense Adjusted Mortgage Rate greater than or equal to 6.00% per annum shall be allocated to REMIC II-A Regular Interest LT-1-2.

(d)          Realized Losses on Class PO Mortgage Loans in Loan Group II-1 shall be allocated to REMIC II-A Regular Interest LT-1-1 and REMIC II-A Regular Xxxxxxxx XX-XX0, in the same proportion as the Non-Class PO Percentage and the Class PO-Percentage, respectively;

(e)          Realized Losses on Group II-1 Mortgage Loans with an Expense Adjusted Mortgage Rate greater than or equal to 5.50% per annum and less than 6.00% per annum shall be allocated to REMIC II-A Regular Interest LT-1-1 and REMIC II-A Regular Interest LT-1-2, in the same proportion as the Applicable Fractions divide such Mortgage Loans; and

(f)           Realized Losses Group II-1 Mortgage Loans with an Expense Adjusted Mortgage Rate greater than or equal to 6.00% per annum shall be allocated to REMIC II-A Regular Interest LT-1-2.

With respect to the Group II-2 Mortgage Loans:

(a)          Principal received on Class PO Mortgage Loans in Loan Group II-2 shall be allocated to REMIC II-A Regular Interest LT-2 and REMIC II-A Regular Xxxxxxxx XX-XX0, in the same proportion as the Non-Class PO Percentage and the Class PO-Percentage, respectively.

(b)          Principal received on Group II-2 Mortgage Loans with an Expense Adjusted Mortgage Rate greater than or equal to 5.75% per annum shall be allocated to REMIC II-A Regular Interest LT-2.

(c)          Realized Losses on Class PO Mortgage Loans in Loan Group II-2 shall be allocated to REMIC II-A Regular Interest LT-2 and REMIC II-A Regular Xxxxxxxx XX-XX0, in the same proportion as the Non-Class PO Percentage and the Class PO-Percentage, respectively.

(d)          Realized Losses Group II-2 Mortgage Loans with an Expense Adjusted Mortgage Rate greater than or equal to 5.75% per annum shall be allocated to REMIC II-A Regular Interest LT-2.

With respect to the Group II-3 Mortgage Loans:

(a)          Principal received on Class PO Mortgage Loans in Loan Group II-3 shall be allocated to REMIC II-A Regular Interest LT-3 and REMIC II-A Regular Xxxxxxxx XX-XX0, in the same proportion as the Non-Class PO Percentage and the Class PO-Percentage, respectively.

(b)          Principal received on Group II-3 Mortgage Loans with an Expense Adjusted Mortgage Rate greater than or equal to 5.50% per annum shall be allocated to REMIC II-A Regular Interest LT-3.

(c)          Realized Losses on Class PO Mortgage Loans in Loan Group II-3 shall be allocated to REMIC II-A Regular Interest LT-3 and REMIC II-A Regular Xxxxxxxx XX-XX0, in the same proportion as the Non-Class PO Percentage and the Class PO-Percentage, respectively.

(d)         Realized Losses Group II-3 Mortgage Loans with an Expense Adjusted Mortgage Rate greater than or equal to 5.50% per annum shall be allocated to REMIC II-A Regular Interest LT-3.

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

REMIC II-B

(a)          Interest shall be payable to the REMIC II-B Regular Interests (other than REMIC II-B Regular Xxxxxxxx XX-XX0, REMIC II-B Regular Xxxxxxxx XX-XX0 and REMIC II-B Regular Interest LT-PO3) at the REMIC II-B Remittance Rate for each such REMIC II-B Regular Interest on the related Uncertificated Balance.

(b)          Distributions of principal shall be deemed to be made to the REMIC II-B Regular Interests, in each case from the related Loan Group or Subgroup, first, to each REMIC II Regular Interest ending with the designation “A”, as applicable, so that the Uncertificated Balance of each such REMIC II-B Regular Interest is equal to 1.00% of the excess of (x) the aggregate Scheduled Principal Balance of the Mortgage Loans and Mortgage Loan Components in the Corresponding Subgroup over (y) the current Certificate Principal Balance of the Class A Certificate and Class R Certificate in the Corresponding Subgroup (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 II-B Regular Interests such that the REMIC II-B Subordinated Balance Ratio is maintained); and second, any remaining principal in each Loan Group or Subgroup in Collateral Pool II to each REMIC II Regular Interest ending with the designation “B”, as applicable (provided that a portion of the remaining principal equal to the Class PO Principal Distribution Amount attributable to the Group II-1 Mortgage Loans, the Class PO Principal Distribution Amount attributable to the Group II-2 Mortgage Loans and the Class PO Principal Distribution Amount attributable to the Group II-3 Mortgage Loans will be distributed

to REMIC II-B Regular Xxxxxxxx XX-XX0, REMIC II-B Regular Xxxxxxxx XX-XX0 and REMIC II-B Regular Xxxxxxxx XX-XX0, respectively).

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

(d)          Realized Losses shall be deemed to be made to the REMIC II-B Regular Interests, in each case from the related Loan Group or Subgroup, first, to each REMIC II-B Regular Interest ending with the designation “A”, as applicable, so that the Uncertificated Balance of each such REMIC II-B Regular Interest is equal to 1.00% of the excess of (x) the aggregate Scheduled Principal Balance of the Mortgage Loans and Mortgage Loan Components in the Corresponding Subgroup over (y) the current Certificate Principal Balance of the Class A Certificate and Class R Certificate in the Corresponding Subgroup (except that if any such excess is a larger number than in the preceding distribution period, the least amount of realized losses shall be allocated to such REMIC II-B Regular Interests such that the REMIC II-B Subordinated Balance Ratio is maintained); and second, any remaining Realized Losses in each Loan Group or Subgroup in Collateral Pool II to each REMIC II-B Regular Interest ending with the designation “B”, as applicable (provided that a portion of the remaining principal equal to the Realized Losses allocated to the Class PO-1 Certificates, the Realized Losses allocated to the Class PO-2 Certificates and the Realized Losses allocated to the Class PO-3 Certificates will be distributed to REMIC II-B Regular Xxxxxxxx XX-XX0, REMIC II Regular Xxxxxxxx XX-XX0 and REMIC II Regular Xxxxxxxx XX-XX0, respectively).

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-30. 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, 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 Mae 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.

(c)          The Trustee is authorized to accept delivery of each of the PMI Policies on behalf of the Trust Fund and to acknowledge the related Confirmations, dated November 30, 2005. Every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Trustee shall apply to the Trustee’s administration of the PMI Policies.

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-A 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-A, and to vest in such Person or Persons, in such capacity, such title to REMIC I-A or REMIC II-A, 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-A 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-A 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-A. The purchase by the applicable Terminator of all Group II Mortgage Loans and each related REO Property remaining in REMIC II-A 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-A, plus the appraised value of each related REO Property, if any, included in REMIC II-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 II Certificates pursuant to Section 9.01 (e)).

(c)          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 all of the Group II Mortgage Loans and each REO Property remaining in REMIC II-A pursuant to Section 9.01(a)(i) or Section 9.01(b)(i) or Section 9.01(c)(i), as applicable, no later than the Determination Date in the month immediately preceding the Distribution Date on which the Group I Certificates or 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 (ii) all of the Group II Mortgage Loans and each REO Property remaining in REMIC II-A 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-A 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-A.

(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-A, 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-A, 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-A, 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-A (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-A, 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-A’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-A, 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-A (in each case other than cash retained to meet claims), and either REMIC I-A or REMIC II-A, 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 REMIC I-A or REMIC II-A, 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 REMIC I-A or REMIC II-A, 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-A, the REMIC II-A Regular Interests shall be designated as the Regular Interests in REMIC II-A and the Class R-IIA Interest shall be designated as the Residual Interests in REMIC II-A. For the purposes of the REMIC election in respect of REMIC II-B, the REMIC II-B Regular Interests shall be designated as the Regular Interests in REMIC II-B and the Class R-IIB Interest shall be designated as the Residual Interests in REMIC II-B. For the purposes of the REMIC election in respect of REMIC II-C, the Group II Certificates (other than the Class II-R Certificates) shall be designated as the Regular Interests in REMIC II-C and the Class R-IIC Interest shall be designated as the Residual Interest in REMIC II-C. Neither the Trustee nor the Trust Administrator shall permit the creation of any “interests” in REMIC II-A, REMIC II-B or REMIC II-C (within the meaning of Section 860G of the Code) other than the REMIC II-A Regular Interests, the REMIC II-B 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 2005-9, (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; 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/ Xxxxx X. Xxxxxxxxx
						Name:		Xxxxx X. Xxxxxxxxx
						Title:		Vice President
						CITIMORTGAGE, INC., as Master Servicer and Trust Administrator
						By:	/s/ Xxxxx Xxxxx
						Name:		Xxxxx Xxxxx
						Title:		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 November 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 November 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 November 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 November, 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-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 2005-9 Pass-Through Rate: Variable Cut-off Date and date of Pooling and Servicing Agreement: November 1, 2005 First Distribution Date: December 27, 2005 No. 1 Aggregate Certificate Principal Balance of the Class I-A1 Certificates as of the Issue Date: $106,826,000.00 Denomination: $106,826,000.00 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: November 30, 2005 CUSIP: 17307G K3 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-A1 Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class I-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 I-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 5% 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: November___, 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 0000-0

XXXXXXXX, 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-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 2005-9 Pass-Through Rate: Variable Cut-off Date and date of Pooling and Servicing Agreement: November 1, 2005 First Distribution Date: December 27, 2005 No. 1 Aggregate Certificate Principal Balance of the Class I-A2 Certificates as of the Issue Date: $9,797,000.00 Denomination: $9,797,000.00 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: November 30, 2005 CUSIP: 17307G S5 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-A2 Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class I-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 I-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 5% 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: November___, 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 0000-0

XXXXXXXX, 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-IOP 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 2005-9 Pass-Through Rate: Variable Cut-off Date and date of Pooling and Servicing Agreement: November 1, 2005 First Distribution Date: December 27, 2005 No. 1 Aggregate Notional Amount of the Class I-IOP Certificates as of the Issue Date: $116,623,000.00 Denomination: $116,623,000.00 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: November 30, 2005 CUSIP: 17307G K4 9

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 I-IOP Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class I-IOP 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-IOP 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 5% 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: November___, 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 0000-0

XXXXXXXX, 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-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 2005-9 Pass-Through Rate: Variable Cut-off Date and date of Pooling and Servicing Agreement: November 1, 2005 First Distribution Date: December 27, 2005 No.1 Aggregate Certificate Principal Balance of the Class I-B1 Certificates as of the Issue Date: $4,614,000.00 Denomination: $4,614,000.00 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: November 30, 2005 CUSIP: 17307G K5 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 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 5% 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: November __, 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 0000-0

XXXXXXXX, 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-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 2005-9 Pass-Through Rate: Variable Cut-off Date and date of Pooling and Servicing Agreement: November 1, 2005 First Distribution Date: December 27, 2005 No.1 Aggregate Certificate Principal Balance of the Class I-B2 Certificates as of the Issue Date: $1,327,000.00 Denomination: $1,327,000.00 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: November 30, 2005 CUSIP: 17307G K6 4

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 5% 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: November __, 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 0000-0

XXXXXXXX, 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-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 2005-9 Pass-Through Rate: Variable Cut-off Date and date of Pooling and Servicing Agreement: November 1, 2005 First Distribution Date: December 27, 2005 No.1 Aggregate Certificate Principal Balance of the Class I-B3 Certificates as of the Issue Date: $2,023,000.00 Denomination: $2,023,000.00 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: November 30, 2005 CUSIP: 17307G K7 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-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 5% 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: November __, 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 0000-0

XXXXXXXX, 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-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 2005-9 Pass-Through Rate: Variable Cut-off Date and date of Pooling and Servicing Agreement: November 1, 2005 First Distribution Date: December 27, 2005 No. 1 Aggregate Certificate Principal Balance of the Class I-B4 Certificates as of the Issue Date: $948,000.00 Denomination: $948,000.00 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: November 30, 2005 CUSIP: 17307G S6 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 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 5% 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: November __, 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 0000-0

XXXXXXXX, 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-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 1-B3 CERTIFICATES AND THE CLASS I-B4 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

Series 2005-9 Pass-Through Rate: Variable Cut-off Date and date of Pooling and Servicing Agreement: November 1, 2005 First Distribution Date: December 27, 2005 No. 1 Aggregate Certificate Principal Balance of the Class I-B5 Certificates as of the Issue Date: $506,000.00 Denomination: $506,000.00 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: November 30, 2005 CUSIP: 17307G S7 4

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 5% 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: November __, 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 0000-0

XXXXXXXX, 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-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 1-B3 CERTIFICATES, THE CLASS 1-B4 CERTIFICATES AND THE CLASS 1-B5 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

Series 2005-9 Pass-Through Rate: Variable Cut-off Date and date of Pooling and Servicing Agreement: November 1, 2005 First Distribution Date: December 27, 2005 No. 1 Aggregate Certificate Principal Balance of the Class I-B6 Certificates as of the Issue Date: $379,554.00 Denomination: $379,554.00 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: November 30, 2005 CUSIP: 17307G S8 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-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 5% 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: November __, 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 0000-0

XXXXXXXX, 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-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 2005-9 Pass-Through Rate: Variable Cut-off Date and date of Pooling and Servicing Agreement: November 1, 2005 First Distribution Date: December 27, 2005 No.1 Aggregate Certificate Principal Balance of the Class I-R Certificates as of the Issue Date: $100.45 Denomination: $100.45 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: November 30, 2005 CUSIP: 17307G K8 0

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 5% 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: November __, 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 0000-0

XXXXXXXX, 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 II-1-1A1 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 2005-9 Pass-Through Rate: 5.50% Cut-off Date and date of Pooling and Servicing Agreement: November 1, 2005 First Distribution Date: December 27, 2005 No. 1 Aggregate Certificate Principal Balance of the Class II-1-1A1 Certificates as of the Issue Date: $8,494,000.00 Denomination: $8,494,000.00 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: November 30, 2005 CUSIP: 17307G K9 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-1-1A1 Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class II-1-1A1 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-1-1A1 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: November ___, 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 0000-0

XXXXXXXX, 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 II-1-1A2 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 2005-9 Pass-Through Rate: 5.50% Cut-off Date and date of Pooling and Servicing Agreement: November 1, 2005 First Distribution Date: December 27, 2005 No. 1 Aggregate Notional Amount of the Class II-1-1A2 Certificates as of the Issue Date: $73,800,000.00 Denomination: $73,800,000.00 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: November 30, 2005 CUSIP: 17307G L2 2

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-1-1A2 Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class II-1-1A2 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-1-1A2 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: November ___, 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 0000-0

XXXXXXXX, 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 II-1-1A3 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 2005-9 Pass-Through Rate: 5.50% Cut-off Date and date of Pooling and Servicing Agreement: November 1, 2005 First Distribution Date: December 27, 2005 No. 1 Aggregate Certificate Principal Balance of the Class II-1-1A3 Certificates as of the Issue Date: $2,649,000.00 Denomination: $2,649,000.00 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: November 30, 2005 CUSIP: 17307G L3 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-1-1A3 Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class II-1-1A3 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-1-1A3 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: November ___, 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 0000-0

XXXXXXXX, 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 II-1-2A1 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 2005-9 Pass-Through Rate: 6.00% Cut-off Date and date of Pooling and Servicing Agreement: November 1, 2005 First Distribution Date: December 27, 2005 No. 1 Aggregate Certificate Principal Balance of the Class II-1-2A1 Certificates as of the Issue Date: $11,130,000.00 Denomination: $11,130,000.00 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: November 30, 2005 CUSIP: 17307G L7 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 II-1-2A1 Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class II-1-2A1 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-1-2A1 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: November ___, 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 0000-0

XXXXXXXX, 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 II-1-2A2 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 2005-9 Pass-Through Rate: 6.00% Cut-off Date and date of Pooling and Servicing Agreement: November 1, 2005 First Distribution Date: December 27, 2005 No. 1 Aggregate Notional Amount of the Class II-1-2A2 Certificates as of the Issue Date: $94,800,000.00 Denomination: $94,800,000.00 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: November 30, 2005 CUSIP: 17307G L8 9

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-1-2A2 Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class II-1-2A2 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-1-2A2 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: November ___, 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 0000-0

XXXXXXXX, 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 II-1-2A3 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 2005-9 Pass-Through Rate: 6.00% Cut-off Date and date of Pooling and Servicing Agreement: November 1, 2005 First Distribution Date: December 27, 2005 No. 1 Aggregate Certificate Principal Balance of the Class II-1-2A3 Certificates as of the Issue Date: $5,369,000.00 Denomination: $5,369,000.00 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: November 30, 2005 CUSIP: 17307G L9 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-1-2A3 Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class II-1-2A3 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-1-2A3 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: November ___, 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 0000-0

XXXXXXXX, 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-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 2005-9 Pass-Through Rate: 5.50% Cut-off Date and date of Pooling and Servicing Agreement: November 1, 2005 First Distribution Date: December 27, 2005 No. 1 Aggregate Certificate Principal Balance of the Class II-A2 Certificates as of the Issue Date: $54,044,000.00 Denomination: $54,044,000.00 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: November 30, 2005 CUSIP: 17307G M6 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-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: November ___, 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 0000-0

XXXXXXXX, 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-A3 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 2005-9 Pass-Through Rate: 5.75% Cut-off Date and date of Pooling and Servicing Agreement: November 1, 2005 First Distribution Date: December 27, 2005 No. 1 Aggregate Certificate Principal Balance of the Class II-A3 Certificates as of the Issue Date: $24,971,000.00 Denomination: $24,971,000.00 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: November 30, 2005 CUSIP: 17307G M7 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, 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-A3 Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class II-A3 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-A3 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 0000-0

XXXXXXXX, 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-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 2005-9 Pass-Through Rate: None Cut-off Date and date of Pooling and Servicing Agreement: November 1, 2005 First Distribution Date: December 27, 2005 No. 1 Aggregate Certificate Principal Balance of the Class II-P Certificates as of the Issue Date: $100.00 Denomination: $100.00 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: November 30, 2005 CUSIP: 17307J 9M 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, 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 II-P Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class II-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 II-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: November___, 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 0000-0

XXXXXXXX, 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-XS1 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 2005-9 Pass-Through Rate: 6.00% Cut-off Date and date of Pooling and Servicing Agreement: November 1, 2005 First Distribution Date: December 27, 2005 No. 1 Aggregate Notional Amount of the Class II-XS1 Certificates as of the Issue Date: $2,289,915.00 Denomination: $2,289,915.00 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: November 30, 2005 CUSIP: 17307G M8 8

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-XS1 Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class II-XS1 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-XS1 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: November __, 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 0000-0

XXXXXXXX, 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-XS2 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 2005-9 Pass-Through Rate: 5.50% Cut-off Date and date of Pooling and Servicing Agreement: November 1, 2005 First Distribution Date: December 27, 2005 No. 1 Aggregate Notional Amount of the Class II-XS2 Certificates as of the Issue Date: $1,471,464.00 Denomination: $1,471,464.00 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: November 30, 2005 CUSIP: 17307G M9 6

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, 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-XS2 Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class II-XS2 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-XS2 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: November__, 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 0000-0

XXXXXXXX, 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-XS3 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 2005-9 Pass-Through Rate: 5.75% Cut-off Date and date of Pooling and Servicing Agreement: November 1, 2005 First Distribution Date: December 27, 2005 No. 1 Aggregate Notional Amount of the Class II-XS3 Certificates as of the Issue Date: $647,431.00 Denomination: $647,431.00 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: November 30, 2005 CUSIP: 17307G N2 0

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, 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-XS3 Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class II-XS3 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-XS3 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: November__, 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 0000-0

XXXXXXXX, 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-PO1 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 2005-9 Pass-Through Rate: 0.00% Cut-off Date and date of Pooling and Servicing Agreement: November 1, 2005 First Distribution Date: December 27, 2005 No. 1 Aggregate Certificate Principal Balance of the Class II-PO1 Certificates as of the Issue Date: $376,622.00 Denomination: $376,622.00 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: November 30, 2005 CUSIP: 17307G N3 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, 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-PO1 Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class II-PO1 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-PO1 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: November__, 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 0000-0

XXXXXXXX, 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-PO2 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 2005-9 Pass-Through Rate: 0.00% Cut-off Date and date of Pooling and Servicing Agreement: November 1, 2005 First Distribution Date: December 27, 2005 No. 1 Aggregate Certificate Principal Balance of the Class II-PO2 Certificates as of the Issue Date: $899,076.00 Denomination: $899,076.00 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: November 30, 2005 CUSIP: 17307G N4 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, 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-PO2 Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class II-PO2 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-PO2 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: November__, 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 0000-0

XXXXXXXX, 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-PO3 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 2005-9 Pass-Through Rate: 0.00% Cut-off Date and date of Pooling and Servicing Agreement: November 1, 2005 First Distribution Date: December 27, 2005 No. 1 Aggregate Certificate Principal Balance of the Class II-PO3 Certificates as of the Issue Date: $521,044.00 Denomination: $521,044.00 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: November 30, 2005 CUSIP: 17307G N5 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, 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-PO3 Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class II-PO3 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-PO3 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: November__, 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 0000-0

XXXXXXXX, 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-26

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 II SENIOR CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

Series 2005-9 Pass-Through Rate: Variable Cut-off Date and date of Pooling and Servicing Agreement: November 1, 2005 First Distribution Date: December 27, 2005 No.1 Aggregate Certificate Principal Balance of the Class II-B1 Certificates as of the Issue Date: $5,064,000.00 Denomination: $5,064,000.00 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: November 30, 2005 CUSIP: 17307G N6 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 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: November __, 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 0000-0

XXXXXXXX, 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-27

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 2005-9 Pass-Through Rate: Variable Cut-off Date and date of Pooling and Servicing Agreement: November 1, 2005 First Distribution Date: December 27, 2005 No.1 Aggregate Certificate Principal Balance of the Class II-B2 Certificates as of the Issue Date: $2,315,000.00 Denomination: $2,315,000.00 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: November 30, 2005 CUSIP: 17307G N7 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 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: November __, 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 0000-0

XXXXXXXX, 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-28

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 2005-9 Pass-Through Rate: Variable Cut-off Date and date of Pooling and Servicing Agreement: November 1, 2005 First Distribution Date: December 27, 2005 No.1 Aggregate Certificate Principal Balance of the Class II-B3 Certificates as of the Issue Date: $1,736,000.00 Denomination: $1,736,000.00 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: November 30, 2005 CUSIP: 17307G N8 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-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: November __, 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 0000-0

XXXXXXXX, 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-29

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 2005-9 Pass-Through Rate: Variable Cut-off Date and date of Pooling and Servicing Agreement: November 1, 2005 First Distribution Date: December 27, 2005 No. 1 Aggregate Certificate Principal Balance of the Class II-B4 Certificates as of the Issue Date: $2,025,000.00 Denomination: $2,025,000.00 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: November 30, 2005 CUSIP: 17307G S9 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-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: November __, 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 0000-0

XXXXXXXX, 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-30

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 2005-9 Pass-Through Rate: Variable Cut-off Date and date of Pooling and Servicing Agreement: November 1, 2005 First Distribution Date: December 27, 2005 No. 1 Aggregate Certificate Principal Balance of the Class II-B5 Certificates as of the Issue Date: $579,000.00 Denomination: $579,000.00 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: November 30, 2005 CUSIP: 17307G T2 4

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: November __, 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 0000-0

XXXXXXXX, 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-31

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 2005-9 Pass-Through Rate: Variable Cut-off Date and date of Pooling and Servicing Agreement: November 1, 2005 First Distribution Date: December 27, 2005 No. 1 Aggregate Certificate Principal Balance of the Class II-B6 Certificates as of the Issue Date: $578,849.00 Denomination: $578,849.00 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: November 30, 2005 CUSIP: 17307G T3 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-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: November __, 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 0000-0

XXXXXXXX, 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-32

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 2005-9 Pass-Through Rate: 5.50% Cut-off Date and date of Pooling and Servicing Agreement: November 1, 2005 First Distribution Date: December 27, 2005 No.1 Aggregate Certificate Principal Balance of the Class II-R Certificates as of the Issue Date: $102.05 Denomination: $102.05 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: November 30, 2005 CUSIP: 17307G N9 5

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: November __, 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 0000-0

XXXXXXXX, 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

FORM OF CLASS I-A1 CAP CONTRACT

BEAR XXXXXXX

BEAR XXXXXXX FINANCIAL PRODUCTS INC.

000 XXXXXXX XXXXXX

XXX XXXX, XXX XXXX 00000

000-000-0000

DATE:	November 30, 2005
TO: ATTENTION:	U.S. Bank National Association, not individually, but solely as Trustee for Citigroup Mortgage Loan Trust Inc., Mortgage Pass-Through Certificates, Series 2005-9 c/o Citibank - Xxxxxxxx XxXxxxx
TELEPHONE: FACSIMILE:	(000) 000-0000 (000) 000-0000
FROM: TELEPHONE: FACSIMILE:	Derivatives Documentation (000) 000-0000 (000) 000-0000
SUBJECT:	Fixed Income Derivatives Confirmation and Agreement
REFERENCE NUMBER:	FXNEC7642

The purpose of this letter agreement (“Agreement”) is to confirm the terms and conditions of the current Transaction entered into on the Trade Date specified below (the “Current Transaction”) between Bear Steams Financial Products Inc. (“BSFP”) and U.S. Bank National Association, not individually, but solely as Trustee for Citigroup Mortgage Loan Trust Inc., Mortgage Pass-Through Certificates, Series 2005-9 (“Counterparty”) under the Pooling and Servicing Agreement, dated as of November 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 (the “Trustee”) (the “Pooling and Servicing Agreement”). This letter agreement constitutes the sole and complete “Confirmation,” as referred to in the “ISDA Form Master Agreement” (as defined below), as well as a “Schedule” as referred to in the ISDA Form Master Agreement.

1.                   This Agreement is subject to the 2000 ISDA Definitions (the “Definitions”), as published by the International Swaps and Derivatives Association, Inc. (“ISDA”). You and we have agreed to enter into this Agreement in lieu of negotiating a Schedule to the 1992 ISDA Master Agreement (Multicurrency—Cross Border) form (the “ISDA Form Master Agreement”) but, rather, an ISDA Form Master Agreement shall be deemed to have been executed by you and us on the date we entered into the Transaction. In the event of any inconsistency between the provisions of this Agreement and the Definitions or the ISDA Form Master Agreement, this Agreement shall prevail for purposes of the Transaction. Terms capitalized but not defined herein shall have the meanings attributed to them in the Pooling and Servicing Agreement.

2. The terms of the particular Transaction to which this Confirmation relates are as follows:

Type of Transaction:	Rate Cap
Notional Amount:	With respect to any Calculation Period, the amount set forth for such period in Schedule I attached hereto.
Trade Date:	November 25, 2005
Effective Date:	November 30, 2005
Termination Date:	September 25, 2005
Fixed Amount (Premium):
Fixed Rate Payer:	Counterparty
Fixed Rate PayerPayment Date:	November 30, 2005
Fixed Amount:	USD 380,000
Floating Amounts:
Floating Rate Payer:	BSFP
Cap Rate:	5.33100%
Floating Rate Payer Period End Dates:	The 25th calendar day of each month during the Term of this Transaction, commencing December 25, 2005, and ending on the Termination Date, subject to No Adjustment.
Floating Rate Payer Payment Dates:	Early Payment shall be applicable. The Floating Rate Payer Payment Dates shall be two (2) Business Days prior to each Floating Rate Payer Period End Date.
Floating Rate Option:	USD-LIBOR-BBA, provided, however, that if the Floating Rate Option for any Calculation Period is greater than 9.74000% then the Floating Rate Option for such Calculation Period shall be deemed to be 9.74000%

	Floating Amount:	To be determined in accordance with the following formula:
		Greater of (i) 100 * (Floating Rate Option - Cap Rate) * Notional Amount * Floating Rate Day Count Fraction; and (ii) zero.
	Designated Maturity:	One month
	Floating Rate DayCount Fraction:	30/360
	Reset Dates:	The first day of each Calculation period
	Compounding:	Inapplicable
	Business Days:	New York
	Business Day Convention:	Following
3.	Additional Provisions:	Each party hereto is hereby advised and acknowledges that the other party has engaged in (or refrained from engaging in) substantial financial transactions and has taken (or refrained from taking) other material actions in reliance upon the entry by the parties into the Transaction being entered into on the terms and conditions set forth herein and in the Confirmation relating to such Transaction, as applicable. This paragraph shall be deemed repeated on the trade date of each Transaction.

4. Provisions Deemed Incorporated in a Schedule to the Master Agreement.

1) The parties agree that subparagraph (ii) of Section 2(c) of the ISDA Form Master Agreement

will apply to any Transaction.

2) Termination Provisions. Notwithstanding the provisions of paragraph 9 below, for purposes of

the Master Agreement:

(a) “Specified Entity” is not applicable to BSFP or Counterparty for any purpose.

(b) “Breach of Agreement” provision of Section 5(a)(ii) will not apply to BSFP or

Counterparty.

(c) “Credit Support Default” provisions of Section 5(a)(iii) will not apply to BSFP or Counterparty.

(d) “Misrepresentation” provisions or Section 5(a)(iv) will not apply to BSFP or Counterparty.

(e) “Specified Transaction” is not applicable to BSFP or Counterparty for any purpose, and, accordingly, Section 5(a)(v) shall not apply to BSFP or Counterparty.

(f) The “Cross Default” provisions of Section 5(a)(vi) will not apply to BSFP or to Counterparty.

(g) The “Credit Event Upon Merger” provisions of Section 5(b)(iv) will not apply to BSFP or Counterparty.

(h) The “Bankruptcy” provision of Section 5(a)(vii)(2) of the ISDA Form Master Agreement will be inapplicable to Counterparty.

(i) The “Automatic Early Termination” provision of Section 6(a) the ISDA Form Master Agreement will not apply to BSFP or to Counterparty.

(j) Payments on Early Termination. For the purpose of Section 6(e) of the ISDA Form Master Agreement:

	(i)	Market Quotation will apply.
	(ii)	The Second Method will apply.

(k) “Termination Currency” means United States Dollars.

3) Tax Representations.

(a) Payer Representations. For the purpose of Section 3(e) of the ISDA Form Master Agreement, BSFP makes the following representations:

It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 2(e), 6(d)(ii) or 6(e) of the ISDA Form Master Agreement) to be made by it to the

other party under this Agreement. In making this representation, it may rely on:

(i)           the accuracy of any representations made by the other party pursuant to Section 3(f) of the ISDA Form Master Agreement;

(ii)          the satisfaction of the agreement contained in Section 4(a)(i) or 4(a)(iii) of this Agreement and the accuracy and effectiveness of any document provided by

the other party pursuant to Section 4(a)(i) or 4(a)(iii) of the ISDA Form Master Agreement; and

(iii) the satisfaction of the agreement of the other party contained in Section

4(d) of this Agreement, provided that it shall not be a breach of this representation

where reliance is placed on clause (ii) and the other party does not deliver a form or document under Section 4(a)(iii) by reason of material prejudice to its legal or commercial position.”

(b) Payee Representations. For the purpose of Section 3(f) of the ISDA Form Master Agreement, each of BSFP and the Counterparty make the following representations.

The following representation will apply to IBSFP:

BSFP is a corporation organized under the laws of the State of Delaware and its U.S. taxpayer identification number is 00-0000000.

The following representation will apply to the Counterparty:

Counterparty represents that it is the Trustee under the Pooling and Servicing Agreement.

4) [Reserved]

5) Documents to be Delivered. For the purpose of Section 4(a):

(1) (1) Tax forms, documents, or certificates to be delivered are:

Party required to deliver document	Form/Document/ Certificate	Date by which to be delivered
BSFP and the Counterparty	Any document required or reasonably requested to allow the other party to make payments under this Agreement without any deduction or withholding for or on the account of any Tax or with such deduction or withholding at a reduced rate	Promptly after the earlier of (i) reasonable demand by either party or (ii) learning that such form or document is required

(2) Other documents to be delivered are:

Party required to deliver document	Form/Document/ Certificate	Date by which to be delivered	Covered by Section 3(d) Representation
BSFP and the Counterparty	Any documents required by the receiving party to evidence the authority of the delivering party or its Credit Support Provider, if any, for it to execute and deliver this Agreement, any Confirmation, and any Credit Support Documents to which it is a party, and to evidence the authority of the delivering party or its Credit Support Provider to perform its obligations under this Agreement, such Confirmation and/or Credit Support Document, as the case may be	Upon the execution and delivery of this Agreement and such Confirmation	Yes
BSFP and the Counterparty	A certificate of an authorized officer of the party, as to the incumbency and authority of the respective officers of the party signing this Agreement, any relevant Credit Support Document, or any Confirmation, as the case may be	Upon the execution and delivery of this Agreement and such Confirmation	Yes

6) Miscellaneous. Miscellaneous

(a) Address for Notices: For the purposes of Section 12(a) of the ISDA Form Master

Agreement:

Address for notices or communications to BSFP:

Address: Attention: Facsimile: 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 DPC Manager (000) 000-0000

with a copy to:

Address: Attention: Facsimile: Xxx Xxxxxxxxx Xxxxxx Xxxxx, Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 Derivative Operations – 7^th Floor (000) 000-0000

(For all purposes)

Address for notices or communications to the Counterparty:

Address: Attention: Facsimile: U.S. Bank National Association Xxx Xxxxxxx Xxxxxx, 0^xx Xxxxx Xxxxxx, XX 00000 CMLTI 0000-0 (000) 000-0000

with a copy to:

Address: Attention: Facsimile: Phone: Citibank NA 000 Xxxxxxxxx Xx., 00^xx Xxxxx Xxx Xxxx, XX 00000 Xxxxxxxx XxXxxxx (000) 000-0000 (000) 000-0000

(For all purposes)

(b) Process Agent. For the purpose of Section 13(c):

BSFP appoints as its Process Agent:	Not Applicable
The Counterparty appoints as its Process Agent:	Not Applicable

(c) Offices. The provisions of Section 10(a) will not apply to this Agreement; neither BSFP nor the Counterparty have any Offices other than as set forth in the Notices Section and BSFP agrees that, for, purposes of Section 6(b) of the ISDA Form Master Agreement, it shall not in future have any Office other than one in the United States.

(d) Multibranch Party. For the purpose of Section 10(c) of the ISDA Form Master Agreement:

BSFP is not a Multibranch Party.

The Counterparty is not a Multibranch Party.

(e) Calculation Agent. The Calculation Agent is BSFP.

(f) Credit Support Document. Not applicable for either BSFP or the Counterparty.

(g) Credit Support Provider.

BSFP: Not Applicable

The Counterparty: Not Applicable

(h) Governing Law. The parties to this Agreement hereby agree that the law of the State of New York shall govern their rights and duties in whole without regard to the conflict of law provisions thereof other than New York General Obligations Law Sections 5-1401 and 5-1402.

(i) Severability. If any term, provision, covenant, or condition of this Agreement, or the application thereof to any party or circumstance, shall be held to be invalid or unenforceable (in whole or in part) for any reason, the remaining terms, provisions, covenants, and conditions hereof shall continue in full force and effect as if this Agreement had been executed with the invalid or unenforceable portion eliminated, so long as this Agreement as so modified continues to express, without material change, the original intentions of the parties as to the subject matter of this Agreement and the deletion of such portion of this Agreement will not substantially impair the respective benefits or expectations of the parties.

The parties shall endeavor to engage in good faith negotiations to replace any invalid or unenforceable term, provision, covenant or condition with a valid or enforceable term, provision, covenant or condition, the economic effect of which comes as close as possible to that of the invalid or unenforceable term, provision, covenant or condition.

(j) Consent to Recording. Each party hereto consents to the monitoring or recording, at any time and from time to time, by the other party of any and all communications between officers or employees of the parties, waives any further notice of such monitoring or recording, and agrees to notify its officers and employees of such monitoring or recording.

(k) Waiver of Jury Trial. Each party waives any right it may have to a trial by jury In respect of any Proceedings relating to this Agreement or any Credit Support Document.

7) “Affiliate”. Each of BSFP and Counterparty shall be deemed to not have any Affiliates for purposes of this Agreement, including for purposes of Section 6(b)(ii).

8) Section 3 of the ISDA Form Master Agreement is hereby amended by adding at the end thereof the following subsection (g):

	“(g)	Relationship Between Parties.
			Each party represents to the other party on each date when it enters into a Transaction that:-

(1) Nonreliance. It is not relying on any statement or representation of the other party regarding the Transaction (whether written or oral), other than the representations expressly made in this Agreement or the Confirmation in respect of that Transaction.

(2) Evaluation and Understanding.

(i) BSFP is acting for its own account and U.S. Bank National Association, is acting as Trustee under the Pooling and Servicing Agreement, and not for its own account. Each Party has made its own independent decisions to enter into this Transaction and as to whether this Transaction is appropriate or proper for it based upon its own judgment and upon advice from such advisors as it has deemed necessary. It is not relying on any communication (written or oral) of the other party as investment advice or as a recommendation to enter into this Transaction; it being understood that information and explanations related to the terms and conditions of this Transaction shall not be considered investment advice or a recommendation to enter into this Transaction. It has not received from the other party any assurance or guarantee as to the expected results of this Transaction.

(ii) It is capable of evaluating and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of this Transaction, It is also capable of assuming, and assumes, the financial and other risks of this Transaction.

(iii) The other party is not acting as an agent or fiduciary or an advisor for it in respect of this Transaction.

(3) Purpose. It is an “eligible swap participant” as such term is defined in Section 35.1(b)(2) of the regulations (17 C.F.R 35) promulgated under, an and “eligible contract participant” as defined in Section 1(a)(12) of, the Commodity Exchange Act, as amended, and it is entering into the Transaction for the purposes of managing its borrowings or investments, hedging its underlying assets or liabilities or in connection with a line of business.”

9) Additional Provisions. Notwithstanding the terms of Sections 5 and 6 of the ISDA form Master Agreement, if Counterparty has satisfied its payment obligations under Section 2(a)(i) of the ISDA form Master Agreement, then unless BSFP is required pursuant to appropriate proceedings to return to Counterparty or otherwise returns to Counterparty upon demand of Counterparty any portion of such payment, (a) the occurrence of an event described in Section 5(a) of the ISDA form Master Agreement with respect to Counterparty shall not constitute an Event of Default or Potential Event of Default with respect to Counterparty as the Defaulting Party and (b) BSFP shall be entitled to designate an Early Termination Event pursuant to Section 6 of the Agreement only as a result of a Termination Event set forth in either Section 5(b)(i) or Section 5(b)(ii) of the ISDA form Master Agreement with respect to BSFP as the Affected Party or Section 5(b)(iii) of the ISDA form Master Agreement with respect to BSFP as the Burdened Party. For purposes of the Transaction to which this Agreement relates, Counterparty’s only obligation under Section 2(a)(i) of the ISDA form Master Agreement is to pay the Fixed Amount on the Fixed Rate Payer Payment Date.

10) Trustee Capacity. It is expressly understood and agreed by the parties hereto that insofar as the Counterparty executing this Agreement is U.S. Bank National Association as Trustee (i) this Agreement is executed by U.S. Bank National Association not in its individual capacity or personally but solely as Trustee, as directed by, and in the exercise of the powers and authority conferred upon and vested in it under, the Pooling and Servicing Agreement and for the purpose of perfecting the interests and rights in this Agreement intended by the Depositor to be conferred upon the Trustee for the benefit of Holders of the Citigroup Mortgage Loan Trust Inc., Mortgage Pass-Through Certificates Series 2005-9; (ii) each of the representations, undertakings and agreements herein made on the part of the Counterparty is made and intended not as a personal representation, undertaking or agreement by U.S. Bank National Association, but is made and intended for the purposes of binding only the trust established pursuant to the Pooling and Servicing Agreement (the “Trust”); (iii) nothing herein contained shall be. construed as creating any liability on the part of U.S. Bank National Association, individually or personally, to perform any covenant or agreement either expressed or implied herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto; (iv) under no circumstances shall U.S. Bank National Association in its individual capacity or personally be liable for the payment of any indebtedness or expenses or be personally liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken under this

Agreement or any other related document; and (v) the parties hereto acknowledge and agree that under the Pooling and Servicing Agreement and in connection with this Agreement, Citibank, N.A., as Paying Agent under the Pooling and Servicing Agreement (in such capacity, the “Paying Agent”) may act for the Counterparty hereunder, and BSFP hereby acknowledges and agrees that it will, unless otherwise directed by the Trustee under the Pooling and Servicing Agreement, make all payments hereunder and otherwise deal directly with the Paying Agent on behalf of the Counterparty and the Trust.

11) Proceedings. BSFP shall not institute against or cause any other person to institute against, or join any other person in instituting against, U.S. Bank National Association, the Trust or Citigroup Mortgage Loan Trust Inc., any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any federal or state bankruptcy, dissolution or similar law, for a period of one year and one day (or, if longer, the applicable preference period) following indefeasible payment in full of the Citigroup Mortgage Loan Trust Inc., Mortgage Pass-Through Certificates, Series 2005-9.

12) Set-off. Notwithstanding any provision of this Agreement or any other existing or future agreement, each party irrevocably waives any and all rights it may have to set off, net, recoup or otherwise withhold or suspend or condition payment or performance of any obligation between it and the other party hereunder against any obligation between it and the other party under any other agreements. The provisions for Set-off set forth in Section 6(e) of the Agreement shall not apply for purposes of this Transaction.

13) Third party Beneficiary. Not Applicable.

14) Additional Termination Events. Additional Termination Events will apply. If a Rating Agency Downgrade has occurred and BSFP has not, within 30 days, complied with Section 16 below, then an Additional Termination Event shall have occurred with respect to BSFP and BSFP shall be the sole Affected Party with respect to such an Additional Termination Event.

15) Amendment to the ISDA Form. The “Failure to Pay or Deliver” provision, in Section 5(a)(i) is hereby amended by deleting the word “third” in the third line thereof and inserting the word “second” in place thereof.

16) Rating Agency Downgrade. In the event that BSFP’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “AA-” by Standard and Poor’s Ratings Services, a division of the XxXxxx-Xxxx Companies, Inc. (“S&P”), or any successor thereto or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “Aa3” by Xxxxx’x Investors Service, Inc., or any successor thereto (and together with S&P, the “Swap Rating Agencies”, and such rating thresholds, “Approved Rating Thresholds”), then within 30 days after such rating withdrawal or downgrade, BSFP shall, at its own expense, either (i) seek another entity to replace BSFP as party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this

Agreement or (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFP’s obligations under this Agreement. . .

NEITHER THE BEAR XXXXXXX COMPANIES INC. NOR ANY SUBSIDIARY OR AFFILIATE OF THE BEAR XXXXXXX COMPANIES INC. OTHER THAN BSFP IS AN OBLIGOR OR A CREDIT SUPPORT PROVIDER ON THIS AGREEMENT.

5. Account Details and Settlement Information: Payments to BSFP: Citibank, N.A., New York ABA Number: 02 1-0000-89, for the account of
Bear, Xxxxxxx Securities Corp.
Account Number: 0925-3186, for further credit to
Bear Xxxxxxx Financial Products Inc. Sub-account Number: 102-04654-1-3 Attention: Derivatives Department
Payments to Counterparty:
Citibank, N.A.
ABA Number: 000000000
Account Number: 3617-2242
Further credit to account #105603

This Agreement may be executed in several counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

Counterparty hereby agrees to check this Confirmation and to confirm that the foregoing correctly sets forth the terms of the Transaction by signing in the space provided below and returning to BSFP a facsimile of the fully-executed Confirmation to 000-000-0000. For inquiries regarding U.S. Transactions, please contact Xxxxx Xxxxxx by telephone at 000-000-0000. For all other inquiries please contact Derivatives Documentation by telephone at 000-0-000-0000. Originals will be provided for your execution upon your request.

We are very pleased to have executed this Transaction with you and we look forward to completing other transactions with you in the near future.

Very truly yours,

BEAR XXXXXXX FINANCIAL PRODUCTS INC.

By: ______________________________________

	Name:		Xxxxx Xxxxxxxx
	Title:	Authorized Signatory

Counterparty, acting through its duly authorized signatory, hereby agrees to, accepts and confirms the terms of the foregoing as of the Trade Date.

U.S. BANK NATIONAL ASSOCIATION, NOT INDIVIDUALLY, BUT SOLELY AS

TRUSTEE FOR THE CITIGROUP MORTGAGE LOAN TRUST INC., MORTGAGE

PASS-THROUGH CERTIFICATES, SERIES 2005-9

By: _____________________________________

Name:

Title:

cc: Xxx Xxxx Xxxxxxxx

SCHEDULE I

(all such dates subject to adjustment in accordance with the Business Day Convention)

From and Including	To but excluding	Notional Amount (USD)
Effective Date	12/25/2005	1,068,260.00
12/25/2005	1/25/2006	1,046,604.68
1/25/2006	2/25/2006	1,025,352.76
2/25/2006	3/25/2006	940,235.01
3/25/2006	4/25/2006	920,955.01
4/25/2006	5/25/2006	902,035.41
5/25/2006	6/25/2006	883,469.50
6/25/2006	7/25/2006	865,250.72
7/25/2006	8/25/2006	847,372.63
8/25/2006	9/25/2006	829,828.88
9/25/2006	10/25/2006	812,613.26
10/25/2006	11/25/2006	795,719.68
11/25/2006	12/25/2006	779,142.15
12/25/2006	1/25/2007	762,874.80
1/25/2007	2/25/2007	746,911.87
2/25/2007	3/25/2007	731,247.69
3/25/2007	4/25/2007	715,876.71
4/25/2007	5/25/2007	700,793.48
5/25/2007	6/25/2007	685,992.66
6/25/2007	7/25/2007	671,468.99
7/25/2007	8/25/2007	657,217.33
8/25/2007	9/25/2007	587,559.91
9/25/2007	10/25/2007	574,880.35
10/25/2007	11/25/2007	562,438.47
11/25/2007	12/25/2007	550,229.83
12/25/2007	1/25/2008	538,250.12
1/25/2008	2/25/2008	526,495.06
2/25/2008	3/25/2008	514,960.49
3/25/2008	4/25/2008	503,642.30
4/25/2008	5/25/2008	492,536.46
5/25/2008	6/25/2008	481,639.04
6/25/2008	7/25/2008	470,088.10
7/25/2008	8/25/2008	449,492.86
8/25/2008	9/25/2008	104,035.19
9/25/2008	10/25/2008	100,619.39
10/25/2008	11/25/2008	98,215.52

11/25/2008	12/25/2008	95,861.61
12/25/2008	1/25/2009	94,054.31
1/25/2009	2/25/2009	92,280.85
2/25/2009	3/25/2009	90,540.61
3/25/2009	4/25/2009	88,832.97
4/25/2009	5/25/2009	87,157.32
5/25/2009	6/25/2009	85,513.06
6/25/2009	7/25/2009	83,899.61
7/25/2009	8/25/2009	82,316.39
8/25/2009	9/25/2009	80,762.85
9/25/2009	10/25/2009	79,238.42
10/25/2009	11/25/2009	77,742.56
11/25/2009	12/25/2009	76,274.74
12/25/2009	1/25/2010	74,834.44
1/25/2010	2/25/2010	73,421.15
2/25/2010	3/25/2010	72,034.35
3/25/2010	4/25/2010	70,673.56
4/25/2010	5/25/2010	69,338.29
5/25/2010	6/25/2010	68,028.07
6/25/2010	7/25/2010	66,209.20
7/25/2010	8/25/2010	61,457.66
8/25/2010	Termination Date	334.07

EXHIBIT C

FORM OF CLASS I-A2 CAP CONTRACT

Bear Xxxxxxx

BEAR XXXXXXX FINANCIAL PRODUCTS INC.

000 XXXXXXX XXXXXX

XXX XXXX, XXX XXXX 00000

000-000-0000

DATE:	November 30, 2005
TO:	U.S. Bank National Association, not individually, but solely as Trustee for Citigroup Mortgage Loan Trust Inc., Mortgage Pass-Through Certificates, Series 2005-9
ATTENTION:	c/o Citibank - Xxxxxxxx XxXxxxx
TELEPHONE:	(000) 000-0000
FACSIMILE:	(000) 000-0000
FROM:	Derivatives Documentation
TELEPHONE:	000-000-0000
FACSIMILE:	000-000-0000
SUBJECT:	Fixed Income Derivatives Confirmation and Agreement
REFERENCE NUMBER:	FXNEC7641

The purpose of this letter agreement (“Agreement”) is to confirm the terms and conditions of the current Transaction entered into on the Trade Date specified below (the “Current Transaction”) between Bear Xxxxxxx Financial Products Inc. (“BSFP”) and U.S. Bank National Association, not individually, but solely as Trustee for Citigroup Mortgage Loan Trust Inc., Mortgage Pass-Through Certificates, Series 2005-9 (“Counterparty”) under the Pooling and Servicing Agreement, dated as of November 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 (the “Trustee”) (the “Pooling and Servicing Agreement”). This letter agreement constitutes the sole and complete “Confirmation,” as referred to in the “ISDA Form Master Agreement” (as defined below), as well as a “Schedule” as referred to in the ISDA Form Master Agreement.

1. This Agreement is subject to the 2000 ISDA Definitions (the “Definitions”), as published by the International Swaps and Derivatives Association, Inc. (“ISDA”). You and we have agreed to enter into this Agreement in lieu of negotiating a Schedule to the 1992 ISDA Master Agreement (Multicurrency—Cross Border) form (the “ISDA Form Master Agreement”) but, rather, an ISDA Form Master Agreement shall be deemed to have been executed by you and us on the date we entered into the Transaction. In the event of any inconsistency between the provisions of this Agreement and the Definitions or the ISDA Form Master Agreement, this Agreement shall prevail for purposes of the Transaction. Terms capitalized but not defined herein shall have the meanings attributed to them in the Pooling and Servicing Agreement.

2. The terms of the particular Transaction to which this Confirmation relates are as follows:

Type of Transaction:	Rate Cap
Notional Amount:	With respect to any Calculation Period, the amount set forth for such period in Schedule I attached hereto.
Trade Date:	November 25, 2005
Effective Date:	November 30, 2005
Termination Date:	September 25, 2010
Fixed Amount (Premium):
Fixed Rate Payer:	Counterparty
Fixed Rate Payer Payment Date:	November 30, 2005
Fixed Amount:	USD 35,000
Floating Amounts:
Floating Rate Payer:	BSFP
Cap Rate:	5.23100%
Floating Rate Payer Period End Dates:	The 25th calendar day of each month during the Term of this Transaction, commencing December 25, 2005, and ending on the Termination Date, subject to No Adjustment.
Floating Rate Payer Payment Dates:	Early Payment shall be applicable. The Floating Rate Payer Payment Dates shall be two (2) Business Days prior to each Floating Rate Payer Period End Date.
Floating Rate Option:	USD-LIBOR-BBA, provided, however, that if the Floating Rate Option for any Calculation Period is greater than 9.64000% then the Floating Rate Option for such Calculation Period shall be deemed to be 9.64000%
Floating Amount:	To be determined in accordance with the following formula:

		Greater of (i) 100 * (Floating Rate Option - Cap Rate) * Notional Amount * Floating Rate Day Count Fraction; and (ii) zero.
	Designated Maturity:	One month
	Floating Rate Day Count Fraction:	30/360
	Reset Dates:	The first day of each Calculation Period
	Compounding:	Inapplicable
	Business Days:	New York
	Business Day Convention:	Following
3.           Additional Provisions:		Each party hereto is hereby advised and acknowledges that the other party has engaged in (or refrained from engaging in) substantial financial transactions and has taken (or refrained from taking) other material actions in reliance upon the entry by the parties into the Transaction being entered into on the terms and conditions set forth herein and in the Confirmation relating to such Transaction, as applicable. This paragraph shall be deemed repeated on the trade date of each Transaction.
4.           Provisions Deemed Incorporated in a Schedule to the Master Agreement:

1) The parties agree that subparagraph (ii) of Section 2(c) of the ISDA Form Master Agreement will apply to any Transaction.

2) Termination Provisions. Notwithstanding the provisions of paragraph 9 below, for purposes of the Master Agreement:

(a) “Specified Entity” is not applicable to BSFP or Counterparty for any purpose.

(b) “Breach of Agreement” provision of Section 5(a)(ii) will not apply to BSFP or Counterparty.

(c) “Credit Support Default” provisions of Section 5(a)(iii) will not apply to BSFP or Counterparty.

(d) “Misrepresentation” provisions or Section 5(a)(iv) will not apply to BSFP or Counterparty.

(e) “Specified Transaction” is not applicable to BSFP or Counterparty for any purpose, and, accordingly, Section 5(a)(v) shall not apply to BSFP or Counterparty.

(f) The “Cross Default” provisions of Section 5(a)(vi) will not apply to BSFP or to Counterparty.

(g) The “Credit Event Upon Merger” provisions of Section 5(b)(iv) will not apply to BSFP or Counterparty.

(h) The “Bankruptcy” provision of Section 5(a)(vii)(2) of the ISDA Form Master Agreement will be inapplicable to Counterparty.

(i) The “Automatic Early Termination” provision of Section 6(a) the ISDA Form Master Agreement will not apply to BSFP or to Counterparty.

(j) Payments on Early Termination. For the purpose of Section 6(e) of the ISDA Form Master Agreement:

(i) Market Quotation will apply.

(ii) The Second Method will apply.

(k) “Termination Currency” means United States Dollars.

3) Tax Representations.

(a) Payer Representations. For the purpose of Section 3(e) of the ISDA Form Master Agreement, BSFP makes the following representations:

It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 2(e), 6(d)(ii) or 6(e) of the ISDA Form Master Agreement) to be made by it to the other party under this Agreement. In making this representation, it may rely on:

(i) the accuracy of any representations made by the other party pursuant to Section 3(f) of the ISDA Form Master Agreement;

(ii) the satisfaction of the agreement contained in Section 4(a)(i) or 4(a)(iii) of this Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or 4(a)(iii) of the ISDA Form Master Agreement; and

(iii) the satisfaction of the agreement of the other party contained in Section 4(d) of this Agreement, provided that it shall not be a breach of this representation where reliance is placed on clause (ii) and the other party does not deliver a form or document under Section 4(a)(iii) by reason of material prejudice to its legal or commercial position.

(b) Payee Representations. For the purpose of Section 3(f) of the ISDA Form Master Agreement, each of BSFP and the Counterparty make the following representations.

The following representation will apply to BSFP:

BSFP is a corporation organized under the laws of the State of Delaware and its U.S. taxpayer identification number is 00-0000000.

The following representation will apply to the Counterparty:

Counterparty represents that it is the Trustee under the Pooling and Servicing Agreement.

4) [Reserved]

5) Documents to be Delivered. For the purpose of Section 4(a):

	(1)	Tax forms, documents, or certificates to be delivered are:
Party required to deliver document				Form/Document/ Certificate			Date by which to be delivered
BSFP and the Counterparty				Any document required or reasonably requested to allow the other party to make payments under this Agreement without any deduction or withholding for or on the account of any Tax or with such deduction or withholding at a reduced rate			Promptly after the earlier of (i) reasonable demand by either party or (ii) learning that such form or document is required
	(2)	Other documents to be delivered are:
Party required to deliver document			Form/Document/ Certificate			Date by which to be delivered			Covered by Section 3(d) Representation

BSFP and
the Counterparty Any documents
required by the
receiving party to
evidence the authority of the delivering party or its Credit Support Provider, if any, for it to execute and deliver this Agreement, any Confirmation, and any Credit Support Documents to which it is a party, and to evidence the authority of the delivering party or its Credit Support Provider to perform its obligations under this Agreement, such Confirmation and/or Credit Support Document, as the case may be Upon the execution
and delivery of this
Agreement and such
Confirmation Yes

BSFP and
the Counterparty A certificate of an
authorized officer of the
party, as to the
incumbency and authority of the respective officers of the party signing this Agreement, any relevant Credit Support Document, or any Confirmation, as the case may be Upon the execution
and delivery of this
Agreement and such
Confirmation Yes

6) Miscellaneous. Miscellaneous

(a) Address for Notices: For the purposes of Section 12(a) of the ISDA Form Master Agreement:

Address for notices or communications to BSFP:

	Address:	000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000
	Attention:	DPC Manager
	Facsimile:	(000) 000-0000

with a copy to:

	Address:	Xxx Xxxxxxxxx Xxxxxx Xxxxx, Xxxxxxxx, Xxx Xxxx 00000
	Attention:	Derivative Operations , 7th Floor
	Facsimile:	(000) 000-0000

(For all purposes)

Address for notices or communications to the Counterparty:

Address: U.S. Bank National Association

Xxx Xxxxxxx Xxxxxx, 0^xx Xxxxx

Xxxxxx, XX 00000

	Attention:	CMLTI 2005-9
	Facsimile:	000-000-0000

with a copy to:

Address: Citibank NA

000 Xxxxxxxxx Xx., 00^xx Xxxxx

Xxx Xxxx, XX 00000

	Attention:	Xxxxxxxx XxXxxxx
	Facimile:	000-000-0000
	Phone:	000-000-0000

(For all purposes)

(b) Process Agent. For the purpose of Section 13(c):

BSFP appoints as its

Process Agent: Not Applicable

The Counterparty appoints as its

Process Agent: Not Applicable

(c) Offices. The provisions of Section 10(a) will not apply to this Agreement; neither BSFP nor the Counterparty have any Offices other than as set forth in the Notices Section and BSFP agrees that, for purposes of Section 6(b) of the ISDA Form Master Agreement, it shall not in future have any Office other than one in the United States.

(d) Multibranch Party. For the purpose of Section 10(c) of the ISDA Form Master Agreement:

BSFP is not a Multibranch Party.

The Counterparty is not a Multibranch Party.

(e)	Calculation Agent. The Calculation Agent is BSFP.
(f)	Credit Support Document. Not applicable for either BSFP or the Counterparty.
(g)	Credit Support Provider.

BSFP: Not Applicable

The Counterparty: Not Applicable

(h) Governing Law. The parties to this Agreement hereby agree that the law of the State of New York shall govern their rights and duties in whole without regard to the conflict of law provisions thereof other than New York General Obligations Law Sections 5-1401 and 5-1402.

(i) Severability. If any term, provision, covenant, or condition of this Agreement, or the application thereof to any party or circumstance, shall be held to be invalid or unenforceable (in whole or in part) for any reason, the remaining terms, provisions, covenants, and conditions hereof shall continue in full force and effect as if this Agreement had been executed with th invalid or unenforceable portion eliminated, so long as this Agreement as so modified continues to express, without material change, the original intentions of the parties as to the subject matter of this Agreement and the deletion of such portion of this Agreement will not substantially impair the respective benefits or expectations of the parties.

The parties shall endeavor to engage in good faith negotiations to replace any invalid or unenforceable term, provision, covenant or condition with a valid or enforceable term, provision, covenant or condition, the economic effect of which comes as close as possible to that of the invalid or unenforceable term, provision, covenant or condition.

(j) Consent to Recording. Each party hereto consents to the monitoring or recording, at any time and from time to time, by the other party of any and all communications between officers or employees of the parties, waives any further notice of such monitoring or recording, and agrees to notify its officers and employees of such monitoring or recording.

(k) Waiver of Jury Trial. Each party waives any right it may have to a trial by jury in respect of any Proceedings relating to this Agreement or any Credit Support Document.

7) “Affiliate”. Each of BSFP and Counterparty shall be deemed to not have any Affiliates for purposes of this Agreement, including for purposes of Section 6(b)(ii).

8) Section 3 of the ISDA Form Master Agreement is hereby amended by adding at the end thereof the following subsection (g):

“(g) Relationship Between Parties.

Each party represents to the other party on each date when it enters into a Transaction that:--

(1) Nonreliance. It is not relying on any statement or representation of the other party regarding the Transaction (whether written or oral), other than the representations expressly made in this Agreement or the Confirmation in respect of that Transaction.

(2) Evaluation and Understanding.

(i) BSFP is acting for its own account and U.S. Bank National Association, is acting as Trustee under the Pooling and Servicing Agreement, and not for its own account. Each Party has made its own independent decisions to enter into this Transaction and as to whether this Transaction is appropriate or proper for it based upon its own judgment and upon advice from such advisors as it has deemed necessary. It is not relying on any communication (written or oral) of the other party as investment advice or as a recommendation to enter into this Transaction; it being understood that information and explanations related to the terms and conditions of this Transaction shall not be considered investment advice or a recommendation to enter into this Transaction. It has not received from the other party any assurance or guarantee as to the expected results of this Transaction.

(ii) It is capable of evaluating and understanding (on its own, behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of this Transaction. It is also capable of assuming, and assumes, the financial and other risks of this Transaction.

(iii) The other party is not acting as an agent or fiduciary or an advisor for it in respect of this Transaction.

(3) Purpose. It is an “eligible swap participant” as such term is defined in Section 35.1(b)(2) of the regulations (17 C.F.R 35) promulgated under, an and “eligible contract participant” as defined in Section 1(a)(l2) of, the Commodity Exchange Act, as amended, and it is entering into the Transaction for the purposes of managing its borrowings or investments, hedging its underlying assets or liabilities or in connection with a line of business.”

9) Additional Provisions. Notwithstanding the terms of Sections 5 and 6 of the ISDA form Master Agreement, if Counterparty has satisfied its payment obligations under Section 2(a)(i) of the ISDA form Master Agreement, then unless BSFP is required pursuant to appropriate proceedings to return to Counterparty or otherwise returns to Counterparty upon demand of Counterparty any portion of such payment, (a) the occurrence of an event described in Section 5(a) of the ISDA form Master Agreement with respect to Counterparty shall not constitute an Event of Default or Potential Event of Default with respect to Counterparty as the Defaulting Party and (b) BSFP shall be entitled to designate an Early Termination Event pursuant to Section 6 of the Agreement only as a result of a Termination Event set forth in either Section 5(b)(i) or Section 5(b)(ii) of the ISDA form Master Agreement with respect to BSFP as the Affected Party or Section 5(b)(iii) of the ISDA form Master Agreement with respect to BSFP as the Burdened Party. For purposes .of the Transaction to which this Agreement relates, Counterparty’ s only obligation under Section 2(a)(i) of the ISDA form Master Agreement is to pay the Fixed Amount on the Fixed Rate Payer Payment Date.

10) Trustee Capacity, It is expressly understood and agreed by the parties hereto that insofar as the Counterparty executing this Agreement is U.S. Bank National Association as Trustee (i) this Agreement is executed by U.S. Bank National Association not in its individual capacity or personally but solely as Trustee, as directed by, and in the exercise of the powers and authority conferred upon and vested in it under, the Pooling and Servicing Agreement and for the purpose of perfecting the interests and rights in this Agreement intended by the Depositor to be conferred upon the Trustee for the benefit of Holders of the Citigroup Mortgage Loan Trust Inc., Mortgage Pass-Through Certificates Series 2005-9; (ii) each of the representations, undertakings and agreements herein made on the part of the Counterparty is made and intended not as a personal representation, undertaking or agreement by U.S. Bank National Association, but is made and intended for the purposes of binding only the trust established pursuant to the Pooling and Servicing Agreement (the “Trust”); (iii) nothing herein contained shall be construed as creating any liability on the part of U.S. Bank National Association, individually or personally, to perform any covenant or agreement either expressed or implied herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto; (iv) under no circumstances shall U.S. Bank National Association in its individual capacity or personally be liable for the payment of any indebtedness or expenses or be personally liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken under this Agreement or any other related document; and (v) the parties hereto acknowledge and agree that under the Pooling and Servicing Agreement and in connection with this Agreement, Citibank, N.A., as Paying Agent under the Pooling and Servicing Agreement (in such capacity, the “Paying Agent”) may act for the Counterparty hereunder, and BSFP hereby acknowledges and agrees that it will, unless otherwise directed by the Trustee under the Pooling and Servicing Agreement, make all payments hereunder and otherwise deal directly with the Paying Agent on behalf of the Counterparty and the Trust.

11) Proceedings. BSFP shall not institute against or cause any other person to institute against, or join any other person in instituting against, U.S. Bank National Association, the Trust or Citigroup Mortgage Loan Trust Inc., any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any federal or state bankruptcy, dissolution or similar law, for a period of one year and one day (or, if longer, the applicable preference period) following indefeasible payment in full of the Citigroup Mortgage Loan Trust Inc., Mortgage Pass-Through Certificates, Series 2005-9.

12) Set-off. Notwithstanding any provision of this Agreement or any other existing or future agreement, each party irrevocably waives any and all rights it may have to set off, net, recoup or otherwise withhold or suspend or condition payment or performance of any obligation between it and the other party hereunder against any obligation between it and the other party under any other agreements. The provisions for Set-off set forth in Section 6(e) of the Agreement shall not apply for purposes of this Transaction.

13) Third party Beneficiary. Not Applicable.

14) Additional Termination Events. Additional Termination Events will apply. If a Rating Agency Downgrade has occurred and BSFP has not, within 30 days, complied with Section 16 below, then an Additional Termination Event shall have occurred with respect to BSFP and BSFP shall be the sole Affected Party with respect to such an Additional Termination Event.

15) Amendment to the ISDA Form. The “Failure to Pay or Deliver” provision in Section 5(a)(i) is hereby amended by deleting the word “third” in the third line thereof and inserting the word “second” in place thereof.

16) Rating Agency Downgrade. In the event that BSFP’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “AA-” by Standard and Poor’s Ratings Services, a division of the XxXxxx-Xxxx Companies, Inc. (“S&P”), or any successor thereto or its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “Aa3” by Xxxxx’x Investors Service, Inc., or any successor thereto (and together with S&P, the “Swap Rating Agencies”, and such rating thresholds, “Approved Rating Thresholds”), then within 30 days after such rating withdrawal or downgrade, BSFP shall, at its own expense, either (i) seek another entity to replace BSFP as party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement or (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, BSFP’ s obligations under this Agreement. . •. .

NEITHER THE BEAR XXXXXXX COMPANIES INC. NOR ANY SUBSIDIARY OR AFFILIATE OF THE BEAR XXXXXXX COMPANIES INC. OTHER THAN BSFP IS AN OBLIGOR OR A CREDIT SUPPORT PROVIDER ON THIS AGREEMENT.

5. Account Details and
Settlement Information:	Payments to BSFP:
	Citibank, N.A., New York
	ABA Number: 000-0000-00, for the account of
	Bear, Xxxxxxx Securities Corp.

Account Number: 0925-3186, for further credit to

Bear Xxxxxxx Financial Products Inc.

Sub-account Number: 102-04654-1-3

Attention: Derivatives Department

Payments to Counterparty:

Citibank, N.A.

ABA Number: 000000000

Account Number: 3617-2242

Further credit to account #105603

This Agreement may be executed in several counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

Counterparty hereby agrees to check this Confirmation and to confirm that the foregoing correctly sets forth the terms of the Transaction by signing in the space provided below and returning to BSFP a facsimile of the fully-executed Confirmation to 000-000-0000. For inquiries regarding U.S. Transactions, please contact Xxxxx Xxxxxx by telephone at 000-000-0000. For all other inquiries please contact Derivatives Documentation by telephone at 000-0-000-0000. Originals will be provided for your execution upon your request.

We are very pleased to have executed this Transaction with you and we look forward to completing other transactions with you in the near future.

Very truly yours,

BEAR XXXXXXX FINANCIAL PRODUCTS INC.

By: ________________________________

Name:

Title: XXXXX XXXXXXXX

AUTHORIZED SIGNATORY

Counterparty, acting through its duly authorized signatory, hereby agrees to, accepts and confirms the terms of the foregoing as of the Trade Date.

U.S. BANK NATIONAL ASSOCIATION, NOT INDIVIDUALLY, BUT SOLELY AS TRUSTEE FOR THE CITIGROUP MORTGAGE LOAN TRUST INC., MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-9

By: ________________________________

Name:

Title:

cc: Xxx Xxxx Xxxxxxxx

am

SCHEDULE I

(all such dates subject to adjustment in accordance with the Business Day Convention)

From and Including	To but excluding	Notional Amount (USD)
Effective Date	12/25/2005	97,970.00
12/25/2005	1/25/2006	95,983.99
1/25/2006	2/25/2006	94,034.98
2/25/2006	3/25/2006	86,228.84
3/25/2006	4/25/2006	84,460.68
4/25/2006	5/25/2006	82,725.56
5/25/2006	6/25/2006	81,022.88
6/25/2006	7/25/2006	79,352.04
7/25/2006	8/25/2006	77,712.44
8/25/2006	9/25/2006	76,103.51
9/25/2006	10/25/2006	74,524.67
10/25/2006	11/25/2006	72,975.36
11/25/2006	12/25/2006	71,455.04
12/25/2006	1/25/2007	69,963.16
1/25/2007	2/25/2007	68,499.20
2/25/2007	3/25/2007	67,062.64
3/25/2007	4/25/2007	65,652.97
4/25/2007	5/25/2007	64,269.69
5/25/2007	6/25/2007	62,912.31
6/25/2007	7/25/2007	61,580.34
7/25/2007	8/25/2007	60,273.32
8/25/2007	9/25/2007	53,885.05
9/25/2007	10/25/2007	52,722.21
10/25/2007	11/25/2007	51,581.17
11/25/2007	12/25/2007	50,461.51
12/25/2007	1/25/2008	49,362.86
1/25/2008	2/25/2008	48,284.80
2/25/2008	3/25/2008	47,226.97
3/25/2008	4/25/2008	46,188.98
4/25/2008	5/25/2008	45,170.46
5/25/2008	6/25/2008	44,171.06
6/25/2008	7/25/2008	43,111.73
7/25/2008	8/25/2008	41,222.94
8/25/2008	9/25/2008	9,541.05
9/25/2008	10/25/2008	9,227.79
10/25/2008	11/25/2008	9,007.33
11/25/2008	12/25/2008	8,791.46
12/25/2008	1/25/2009	8,625.71
1/25/2009	2/25/2009	8,463.07
2/25/2009	3/25/2009	8,303.47
3/25/2009	4/25/2009	8,146.86
4/25/2009	5/25/2009	7,993.19
5/25/2009	6/25/2009	7,842.39
6/25/2009	7/25/2009	7,694.42
7/25/2009	8/25/2009	7,549.23
8/25/2009	9/25/2009	7,406.75
9/25/2009	10/25/2009	7,266.95
10/25/2009	11/25/2009	7,129.76
11/25/2009	12/25/2009	6,995.15
12/25/2009	1/25/2010	6,863.06
1/25/2010	2/25/2010	6,733.44
2/25/2010	3/25/2010	6,606.26
3/25/2010	4/25/2010	6,481.46
4/25/2010	5/25/2010	6,359.01
5/25/2010	6/25/2010	6,238.85
6/25/2010	7/25/2010	6,072.04
7/25/2010	8/25/2010	5,636.27
8/25/2010	Termination Date	30.64

EXHIBIT D

MORTGAGE LOAN PURCHASE AGREEMENT

This is a Mortgage Loan Purchase Agreement (the “Agreement”), dated November 29, 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 2005-9 (the “Certificates”). The Certificates will consist of thirty-two classes of certificates. The Certificates will be issued pursuant to a Pooling and Servicing Agreement, dated as of November 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 November 30, 2005 (the “Closing Date”), certain adjustable-rate and fixed-rate, conventional residential mortgage loans (the “Mortgage Loans”) originated by Ameriquest Mortgage Company (“Ameriquest,” the “Originator”), having an aggregate principal balance as of the close of business on November 1, 2005 (the “Cut-off Date”) of $415,772,448 (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 Originator.

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 Mortgage Loan Purchase and Interim Servicing Agreement dated as of July 27, 2005, between Ameriquest and GMAC Mortgage Co. as assigned to the Seller by the Assignment and Recognition Agreement dated as of July 27, 2005 (the “Servicing Agreement”), the Seller hereby assigns to the Purchaser all of its right, title and interest under the Servicing Agreement 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 Originator concerning the Mortgage Loans.

(a)          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.

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:

(xiv)      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 the Originator pursuant to the Servicing Agreement to the Closing Date which would cause such representation and warranty to be untrue in any material respect on the Closing Date.

(xv)        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.

(xvi)      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.

(xvii)     An appraisal form 1004 or Form 2055 with an interior inspection for first lien mortgage loans has been obtained.

(xviii)    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 5.6b Glossary Revised, Appendix E).

(xix)      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.

The Seller hereby represents and warrants, as to each Mortgage Loan in Group II-1 and Group II-2, to the Purchaser, as of the date hereof and as of the Closing Date, and covenants, that:

(xx)        Each Mortgage Loan is in compliance with the anti-predatory lending eligibility for purchase requirements on Xxxxxx Mae’s Selling Guide.

(xxi)      No mortgage loan in the trust is a “high cost home,” “covered” (excluding home loans defined as “covered home loans” in the New Jersey Home Ownership Security Act of 2002 that were originated between November 26, 2003 and July 7, 2004), “high risk home” or “predatory” loan under any other applicable state, federal or local law (or a similarly classified 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).

(xxii)     No Mortgage Loan is a balloon mortgage loan that has an original stated maturity of less than seven (7) years.

(xxiii)    With respect to any mortgage loan originated on or after August 1, 2004 and underlying the Security, neither the related mortgage nor the related mortgage note requires the borrower to submit to arbitration to resolve any dispute arising out of or relating in any way to the mortgage loan transaction

(xxiv)    No borrower 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 borrower 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 borrower may have qualified 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 borrower's application to such affiliate for underwriting consideration.

(xxv)     The methodology used in underwriting the extension of credit for each Mortgage Loan employs objective mathematical principles which relate the borrower’s income, assets and liabilities to the proposed payment and such

underwriting methodology does not rely on the extent of the borrower’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 borrower had a reasonable ability to make timely payments on the Mortgage Loan.

(xxvi)    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 loan’s origination, the borrower agreed to such premium in exchange for a monetary benefit, including but not limited to a rate or fee reduction, (ii) prior to the loan’s origination, the borrower 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 borrower in the loan documents pursuant to applicable state and federal law, (iv) for 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 note, unless the loan was modified to reduce the prepayment period to no more than three years from the date of the note and the borrower was notified in writing of such reduction in prepayment period, and (v) notwithstanding any state or federal law to the contrary, the Servicer shall not impose such prepayment premium in any instance when the mortgage debt is accelerated as the result of the borrower’s default in making the loan payments.

(xxvii)   No subprime mortgage loan originated on or after October 1, 2002 underlying the Security will impose a prepayment premium for a term in excess of three years. Any loans originated prior to such date, and any non-subprime loans, will not impose prepayment penalties in excess of five years

(xxviii) No borrower was required to purchase any single premium credit insurance policy (e.g., life, mortgage, disability, accident, unemployment, or health insurance product) or debt cancellation agreement as a condition of obtaining the extension of credit. No borrower obtained a prepaid single premium credit insurance policy (e.g., life, mortgage, disability, accident, unemployment, or health insurance product) 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.

(xxix)    All points and fees related to each Mortgage Loan were disclosed in writing to the 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 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 Xxx Selling Guide.

(xxx)     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 borrower in accordance with applicable state and federal law and regulation.

(xxxi)    The servicer for each mortgage loan underlying the Security has fully furnished, in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (i.e., 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.

(xxxii)  The servicer for each mortgage loan underlying the Security will fully furnish, in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (i.e., 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

(xxxiii) The Servicer will transmit full-file credit reporting data for each Mortgage Loan pursuant to Xxxxxx Mae Guide Announcement 95-19 and that for each Mortgage Loan, Servicer 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.

(xxxiv) Each Mortgage Loan is a “qualified mortgage” under Section 860G(a)(3) of the Code.

(xxxv)   The original principal balance of each mortgage loan underlying the security is within Xxxxxxx Mac’s dollar amount limits for conforming one-to-four-family mortgage loans.

(xxxvi) With respect to the Ameriquest 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 and as of the date hereof and as of the Closing Date.

(xxxvii)               In the event that (i) a Monthly Payment due on or prior to the related Cut-off Date is not made within 30 days of the related Due Date or (ii) the first scheduled Monthly Payment due by the Mortgagor on a Mortgage Loan is due after the related Cut-off Date and is not made within 30 days of such Due Date, the Seller shall repurchase the affected Mortgage Loans at the Purchase Price or the adjusted purchase price.

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 set forth in Section 5(b) and otherwise 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 in Section 5(b) 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. A breach of the representations set forth in Section 5(b)(xvi),(xix), (xxi), (xxvii), (xxviii), (xxxi), (xxxii), (xxxiii), (xxxiv) and (xxxv) will be deemed to materially adversely affect the interests of the Certificateholders and shall a require a repurchase of the affected Mortgage Loan(s).

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 the 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 the 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 November 29, 2005, agrees with the records of the Seller;

(h)          A letter from the certified public accountants for the 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 November 29, 2005 under the subheading “The Master Servicer and the Servicers—The Servicers” 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.

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 12.   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 13.  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 14.  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 15.  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 16.  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 17.  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 18.  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 Ameriquest Mortgage Loans

Except for “Mortgage Loans”, which shall mean the Ameriquest 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 Ameriquest Servicing Agreement.

a)            The information set forth in the Mortgage Loan Schedule is complete, true and correct as of the related Cut-off Date;

b)            As of the Closing Date, the Mortgage Loan is in compliance with all requirements set forth in the Confirmation;

c)            As of the related Closing Date, the Company 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, for the payment of any amount required by the Mortgage Note or Mortgage, and no Mortgage Loan has been delinquent for more than thirty (30) days in the prior twelve (12) months. All payments required to be made up to the close of business on the last day of the month prior to the month in which the Cut-off Date occurs, or as otherwise superseded by and set forth in the related Confirmation, for such Mortgage Loan under the terms of the Mortgage Note have been made;

d)            As of the related Closing Date, there are no delinquent taxes or insurance premiums affecting the related Mortgaged Property;

e)            As of the related Closing Date, 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 if necessary to maintain the lien priority of the Mortgage, and which have been delivered to the Custodian; 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 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 Custodian and the terms of which are reflected in the Mortgage Loan Schedule;

f)            The Mortgage Note and the Mortgage are not subject to any valid 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 such valid right of rescission, set-off, counterclaim or defense, including the defense of usury and no such valid right of rescission, set-off, counterclaim or defense has been asserted with respect thereto;

g)            As of the related Closing Date, 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 in an amount not less than the least of (i) 100% of the replacement cost of all improvements to the Mortgaged Property, (ii) the outstanding principal balance of the Mortgage Loan with respect to each first lien Mortgage Loan, (iii) the amount necessary to avoid the operation of any co-insurance provisions with respect to the Mortgaged Property, or (iv) 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. All such insurance policies contain a standard mortgagee clause naming the Company, its successors and assigns as mortgagee and all premiums thereon are paid current. If upon origination of the Mortgage Loan, the Mortgaged Property was 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 Xxxxxx Xxx and Xxxxxxx Mac. Except as may otherwise be limited by applicable law, 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;

h)            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 laws and/or all predatory and abusive lending laws applicable to the origination and servicing of the Mortgage Loan have been complied with. Any and all disclosure statements required to be made by the Mortgagor relating to such requirements are and will remain in the Mortgage File;

i)             As of the related Closing Date, 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, cancellation, subordination, rescission or release;

j)             The Mortgage creates a valid first lien, in the related Mortgaged Property as reflected on the Mortgage Loan Schedule;

k)            The related Mortgage is a valid, existing and enforceable first lien, on the related Mortgaged Property, including all improvements on the related Mortgaged Property subject only to (i) the lien of current real property taxes and assessments not yet due and payable, (ii) covenants, conditions and restrictions, rights of way, easements, mineral right reservations and other matters of the public record as of the date of recording of such Mortgage being acceptable to mortgage lending institutions generally and specifically referred to in the lender’s title insurance policy delivered to the originator of the related Mortgage Loan and which do not adversely affect the Appraised Value of the related Mortgaged Property and (iii) 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 related Mortgage or the use, enjoyment, value (as determined by Appraised 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, enforceable and perfected first lien and first priority security interest on the property described therein, and the Company has the full right to sell and assign the same to the Purchaser;

l)             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;

m)          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, at least one Mortgagor is a party to the Mortgage Note, and the Mortgage is in an individual capacity;

n)            Excluding any Mortgage Loan subject to an escrow holdback, 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 currently entitled to any refund of any amounts paid or due to the Mortgagee pursuant to the Mortgage Note or Mortgage;

o)            As of the related Closing Date and immediately prior to the sale of the Mortgage Loan hereunder, the Company 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 excepting therefrom warehouse lending arrangements security interests which will be released concurrent with the closing of the sale to the Purchaser and immediately upon the transfers and assignments herein contemplated, the Company 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 other than (a) the lien of current real property taxes and assessments not yet due and payable, and (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 and which do not adversely affect the Appraised Value of the Mortgaged Property;

p)            As of the related Closing Date, 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 any and all applicable “doing business” and licensing requirements of the laws of the state wherein the Mortgaged Property is located;

q)            The Mortgage Loan is covered by an ALTA lender’s title insurance policy acceptable to FNMA or FHLMC and, in the case of an Adjustable Rate Mortgage Loan, with an adjustable rate mortgage endorsement, such endorsement substantially in the form of ALTA Form 6.0 or 6.1, 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 the Interim Servicer, 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 an 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 Company and its successors and assigns 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. Such lender’s title insurance policy does not require the consent of or notification to the related insurer for assignment to the Purchaser.

r)            As of the related Closing Date, no claims have been made under such lender’s title insurance policy, and no prior holder of the related Mortgage, including the Company, has done, by act or omission, anything which would impair the coverage of such lender’s title insurance policy;

s)            As of the related Closing Date, 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 as of such Closing Date, the Company or the Interim Servicer has not waived any default, breach, violation or event of acceleration, except as otherwise provided in this Agreement. For purposes of the foregoing, a delinquent payment of less than thirty (30) days on a Mortgage Loan in and of itself does not constitute a default, breach, violation or event of acceleration with respect to such Mortgage Loan.

t)             As of the related Closing Date, 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;

u)            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 has been performed in accordance with the provisions of the Financial Institutions Reform, Recovery and Enforcement Act of 1989;

v)            The Mortgage Loan was (i) originated by or in conjunction with a mortgagee approved by the Secretary of Housing and Urban Development pursuant to Sections 203 and 211 of the National Housing Act, a savings and loan association, a savings bank, a commercial bank, mortgage banker, credit union, insurance company or similar banking institution which is supervised and examined by a federal or state authority or (ii) acquired by the Company or its affiliates directly through loan brokers or correspondents such that (a) the Mortgage Loan was originated in conformity with the Underwriting Guidelines and (b) the Company or its affiliates approved the Mortgage Loan prior to funding;

w)           Payments on the Mortgage Loan are scheduled to commence no more than sixty days after the proceeds of the Mortgage Loan are disbursed. The Mortgage Loan bears interest at the Mortgage Interest Rate. 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 (other than with respect to a Mortgage Loan identified on the related Mortgage Loan Schedule as an interest-only Mortgage Loan during the interest-only period) 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. Interest on the Mortgage Loan is calculated on the basis of a 360-day year consisting of twelve 30-day months. The Mortgage Note does not permit negative amortization. No Mortgage Loan is a Convertible Mortgage Loan;

x)            The origination, servicing and collection practices used by the Company and the Interim Servicer, as applicable, with respect to each Mortgage Note and Mortgage have been in all respects legal, proper, reasonable and customary in the mortgage origination and servicing industry. The Mortgage Loan has been serviced by the Interim Servicer and any predecessor servicer in accordance with the terms of the Mortgage Note, the Mortgage, and applicable law. With respect to escrow deposits and Escrow Payments, if any, all such payments (so long as the Company is acting as Interim Servicer) are in the possession of, or under the control with, the Interim Servicer, 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 Interim Servicer have been capitalized under any Mortgage or the related Mortgage Note;

y)            As of the related Closing Date, the Mortgaged Property is free of material damage and waste and is in good repair, and there is no proceeding pending for the total or partial condemnation thereof;

z)            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, (i) in the case of a Mortgage designated as a deed of trust, by trustee’s sale, and (ii) otherwise by judicial foreclosure. As of the related Closing Date, and since the date of origination of the Mortgage Loan, 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 materially interfere with the right to sell the Mortgaged Property at a trustee’s sale or the right to foreclose the Mortgage. As of the related Closing Date, the

Mortgagor has not notified the Interim Servicer or the Company and the Company or the Interim Servicer has no knowledge of any relief requested or allowed to the Mortgagor under the Servicemembers Civil Relief Act formerly known as the Soldiers and Sailors Civil Relief Act of 1940;

aa)          The related Mortgaged Property is not a leasehold estate or, if such Mortgaged Property is a leasehold estate, the remaining term of such lease is at least five (5) years greater than the remaining term of the related Mortgage Note;

bb)         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 above;

cc)          The Mortgage File contains an appraisal on appraisal form 1004 or form 2055 with an interior inspection, or Insured AVM of the related Mortgaged Property made prior to the approval of the Mortgage Loan. In the case of an appraisal it was made by a staff or third party qualified appraiser 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, for whom no conflict of interest is present and who met the minimum qualifications of USPAP;

dd)         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)          No Mortgage Loan contains provisions pursuant to which Monthly Payments are (i) paid or partially paid with funds deposited in any separate account established by the Company, the Mortgagor, or anyone on behalf of the Mortgagor, (ii) paid by any source other than the Mortgagor or (iii) 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;

ff)           The Mortgagor has received all disclosure materials required by applicable law with respect to the making of a Refinanced Mortgage Loan, and evidence of such receipt is and will remain in the Mortgage File;

gg)         The Mortgage Note, the Mortgage, the Assignment of Mortgage and any other documents required to be delivered with respect to each Mortgage Loan pursuant to the Custodial Agreement, have been delivered to the Custodian all in compliance with the specific requirements of the Custodial Agreement;

hh)         As of the related Closing Date, the Mortgaged Property is lawfully occupied under applicable law and if it is the borrower’s primary residence is not vacant within ninety (90) days of the related Closing Date (with notice from and proof of such vacancy by the Purchaser);

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;

ii)           The Assignment of Mortgage, is in recordable form and (other than with respect to the blank assignee and the lack of mortgage recordation information) is acceptable for recording under the laws of the jurisdiction in which the Mortgaged Property is located. When endorsed as provided for in this Agreement, the Mortgage Notes will be duly endorsed under applicable law;

jj)           Any principal advances made to the Mortgagor 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. So long as the Company is acting as Interim Servicer, 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. So long as the Company is acting as Interim Servicer, the consolidated principal amount does not exceed the original principal amount of the Mortgage Loan;

kk)         No Mortgage Loan has a balloon payment feature;

ll)           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 is not ineligible under Xxxxxx Mae’s eligibility requirements;

mm)       No statement, report or other document constituting a part of the Mortgage Loan Documents contains any material untrue statement of fact or omits to state a fact necessary to make the statements contained therein not misleading which would, either individually or in the aggregate, have a material adverse effect on the value of the Mortgage Loans;

nn)         Each Mortgage Loan constitutes a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code;

oo) As of the related Closing Date, no Mortgage Loan has an LTV of more than 95%;

pp)         No Mortgage Loan is a “high cost” mortgage loan, as defined under any applicable state, local or federal predatory and abusive lending laws, including, but not limited to, the Georgia Fair Lending Act and Section 6 L of the New York State Banking Law;

qq)         With respect to any Mortgage Loan which is a Texas Home Equity Loan, any and all requirements of Section 50, Article XVI of the Texas Constitution applicable to Texas Home Equity Loans which were in effect at the time of the origination of the Mortgage Loan have been complied with. Specifically, without limiting the generality of the foregoing: (i) all fees paid by

the owner of the Mortgaged Property or such owner’s spouse, to any person, that were necessary to originate, evaluate, maintain, record, insure or service the Mortgage Loan are reflected in the closing statement for such Mortgage Loan; (ii) the Mortgage Loan was closed only at the office of the mortgage lender, an attorney at law, or a title company; (iii) the mortgagee has not been found by a federal regulatory agency to have engaged in the practice of refusing to make loans because the applicants for the loans reside or the property proposed to secure the loans is located in a certain area; (iv) the owner of the Mortgaged Property was not required to apply the proceeds of the Mortgage Loan to repay another debt except debt secured by the Mortgaged Property or debt to a lender other than the mortgagee; (v) the owner of the Mortgaged Property did not sign any documents or instruments relating to the Loan in which blanks were left to be filled in; and (vii) if discussions between the mortgagee and the Mortgagor were conducted primarily in a language other than English, the mortgagee provided to the owner of the Mortgaged Property, prior to closing, a copy of the notice required by Section 50(g), Article XVI of the Texas Constitution translated into the written language in which the discussions were conducted;

rr)           All notices, acknowledgments and disclosure statements required by Section 50, Article XVI of the Texas Constitution applicable to Texas Home Equity Loans are contained in the Mortgage File for each such Mortgage Loan;

ss)          All cash-out Mortgage Loans secured by real property in the state of Texas shall be made in accordance with Texas law;

tt)           The Mortgage Loans are not subject to the requirement of the Home Ownership and Equity Protection Act of 1994 (“HOEPA”) and no Mortgage Loan is subject to, or in violation of, any applicable state or local law, ordinance or regulation similar to HOEPA and (2) (i) no Mortgage Loan is a “high cost” loan as defined by HOEPA or any other applicable predatory or abusive lending laws and (ii) no Mortgage Loan is a “high cost home”, “covered” (excluding home loans defined as “covered home loans” pursuant to clause (1) of the definition of that term in the New Jersey Home Ownership Security Act of 2002), “high risk home” or “predatory” loan under any other applicable state, federal or local law (or similarly classified loan using different terminology under a law imposing heightened regulatory scrutiny or additional legal liability for resident mortgage loans having high interest rates, points and/or fees);

uu)         No Mortgage Loan is a “covered home loan” pursuant to the New Jersey Home Ownership Security Act of 2002;

vv)         With respect to each Mortgage Loan subject to a Prepayment Charge, such Prepayment Charge, at the time of the origination of the related Mortgage Loan, is enforceable and in compliance with all applicable local, state and federal law;

ww)       No Mortgage Loan is: (i) subject to the City of Oakland, California Ordinance 12361 as a home loan; or (ii) a subsection 10 mortgage under the Oklahoma Home Ownership and Equity Protection Act;

xx)         As of the related Closing Date, the Mortgaged Property is being primarily used as a Residential Dwelling for residential purposes;

yy)         The Company has obtained a life of loan, transferable real estate tax service contract on each Mortgage Loan and such contract is assignable without penalty, premium or cost to the Purchaser;

zz)          The Company has obtained a life of loan, transferable flood certification contract for each Mortgage Loan and such contract is assignable without penalty, premium or cost to the Purchaser;

aaa)        The Mortgage Loans conform in all material respects to the Underwriting Guidelines;

bbb)       No Mortgage Loan originated on or after October 1, 2002 and before March 7, 2003 is secured by a Mortgaged Property located in the State of Georgia; No Mortgage Loan that was originated on or after March 7, 2003, is a “high-cost home loan” as defined under the Georgia Fair Lending Act;

ccc)        No proceeds from any Mortgage Loan were used to finance single premium credit insurance policies;

ddd)       No subprime Mortgage Loan originated on or after October 1, 2002 will impose a prepayment Charge for a term in excess of three years; No Mortgage Loan originated prior to such date nor any non-subprime Mortgage Loan will impose prepayment charges in excess of five years;

eee)        In connection with any Mortgage Loan, the Interim Servicer has fully furnished, and will fully furnish in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (i.e., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company, on a monthly basis;

fff)         No Mortgage Loan is a “high cost”, “covered” or similarly classified loans as defined by the applicable federal, state or local predatory and abusive lending laws nor is any loan a High Cost Loan or Covered Loan, as applicable (as such terms are defined in the then current Standard & Poor’s LEVELS Glossary Revised, Appendix E);

ggg)       No fraud was committed in connection with the origination of any Mortgage Loan; provided, however, the Company does not represent or warrant the accuracy of the qualifying income stated (provided that such stated income is not grossly unreasonable when considering all relevant factors relating to such Mortgagor, including without limitation, geographic area, unique expertise, years in the field of employment, etc) by the related Mortgagor(s) in connection with a Mortgage Loan that does not require income verification as defined in the Underwriting Guidelines;

hhh)       The Mortgaged Property is in material compliance with all applicable environmental laws, and is free from any and all toxic or hazardous substances, other than those commonly used for homeowner repair and maintenance and/or household purposes, and there exists no pending action or proceeding directly involving the Mortgaged Property in which compliance with any environmental law, rule or regulation is an issue;

iii)          The Mortgage Loan was not prepaid in full prior to the related Closing Date and the Company has not received written notification from the Mortgagor that a prepayment in full will be made following the Closing Date;

jjj)          The Company has materially complied with all applicable antimony laundering laws and regulations, including without limitation the USA Patriot Act of 2001;

kkk)       With respect to any Mortgage Loan or the underlying security related thereto, 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 thereto;

lll)          No Mortgage Loan secured by a Mortgaged 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 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 related Mortgage Loan;

mmm)   As of the Cut-off Date, the Company has not received any actual or constructive notice of any identity theft in connection with any Mortgage Loan or any party thereto.

nnn)       No Mortgage Loan secured by a Mortgaged Property located in the Commonwealth of Massachusetts was made to pay off or refinance an existing loan or other debt of the related borrower (as the term “borrower” is defined in the regulations promulgated by the Massachusetts Secretary of State in connection with Massachusetts House Xxxx 4880 (2004)) unless either (1) (a) the related Mortgage Interest Rate (that would be effective once the introductory rate expires, with respect to Adjustable Rate Mortgage Loans) did or would not exceed by more than 2.25% the yield on United States Treasury securities having comparable periods of maturity to the maturity of the related Mortgage Loan as of the fifteenth day of the month immediately preceding the month in which the application for the extension of credit was received by the related lender or (b) the Mortgage Loan is an “open-end home loan” (as such term is used in the Massachusetts House Xxxx 4880 (2004)) and the related Mortgage Note provides that the related Mortgage Interest Rate may not exceed at any time the Prime Rate index as published in The Wall Street Journal plus a margin of one percent, or (2) 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;

ooo)       With respect to any Mortgage Loan with an Insured AVM, the related insurance policy is in full force and effect, valid and enforceable, all premiums have been paid and neither

the Company, the Interim Servicer nor the related Mortgagor has taken any action or has failed to take any action that would impair coverage of the policy or the validity, binding effect and enforceability thereof.

EXHIBIT E

REQUEST FOR RELEASE

TO: [applicable Custodian]

Re: Pooling and Servicing Agreement dated as of November 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:

Date

Signature

Documents returned to Custodian:

Date

Trustee

EXHIBIT F-1

FORM OF TRANSFEROR REPRESENTATION LETTER

[Date]

Citigroup, N.A.

000 Xxxxxxxxx Xx

Xxx Xxxx, XX 00000

ATTENTION: CMLTI, SERIES 2005-9

Re: Citigroup Mortgage Loan Trust Inc., Mortgage Pass-Through Certificates, Series 2005-9, 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 November 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 2005-9

Re: Citigroup Mortgage Loan Trust Inc., Mortgage Pass-Through Certificates, Series 2005-9, 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 November 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

_________________________

1            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:

1. I am an executive officer of the Purchaser.

2. 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 2005-9, Class I-R and Class II-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 I-R or the Class Class II-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 2005-9

Re: Citigroup Mortgage Loan Trust Inc., Mortgage Pass-Through Certificates, Series 2005-9, 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 2005-9, 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 November 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 X.X.X.xx. 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 2005-9

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 November 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                     GROUP                              POOL                    SERVICER                       SELLER
  ----------           ---------               ------------                         ------------              ----------                   ------------
      128200144          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      125126987          ALTA                     FIXED-15                           Group 2-2                   GMAC                       AMERIQUEST
      123949505          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      124567306          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      124949181          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      125127944          ALTA                     HYBRID-3-6                         Group 1-3                   GMAC                       AMERIQUEST
      124982661          ALTA                     HYBRID-5-6                         Group 1-4                   GMAC                       AMERIQUEST
      124982786          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      125128645          ALTA                     HYBRID-5-6                         Group 1-4                   GMAC                       AMERIQUEST
      125316208          ALTA                     HYBRID-3-6                         Group 1-3                   GMAC                       AMERIQUEST
      125003426          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      125151548          ALTA                     HYBRID-5-6                         Group 1-4                   GMAC                       AMERIQUEST
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      124544545          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      125584706          ALTA                     HYBRID-3-6                         Group 1-3                   GMAC                       AMERIQUEST
      124544586          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      125113803          ALTA                     LIBOR-6MTH                         Group 1-1                   GMAC                       AMERIQUEST
      123516122          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      127406825          ALTA                     FIXED-15                           Group 2-2                   GMAC                       AMERIQUEST
      125228643          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      126795681          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      124526245          ALTA                     HYBRID-5-6                         Group 1-4                   GMAC                       AMERIQUEST
      124972068          ALTA                     HYBRID-3-6                         Group 1-3                   GMAC                       AMERIQUEST
      128431186          ALTA                     HYBRID-3-6                         Group 1-3                   GMAC                       AMERIQUEST
      124999624          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      126796622          ALTA                     FIXED-15                           Group 2-2                   GMAC                       AMERIQUEST
      125013029          ALTA                     FIXED-15                           Group 2-2                   GMAC                       AMERIQUEST
      125765925          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      125013581          ALTA                     HYBRID-2-6                         Group 1-2                   GMAC                       AMERIQUEST
      125114801          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      127431161          ALTA                     FIXED-15                           Group 2-2                   GMAC                       AMERIQUEST
      127431286          ALTA                     HYBRID-2-6                         Group 1-2                   GMAC                       AMERIQUEST
      123558165          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      127568582          ALTA                     FIXED-15                           Group 2-2                   GMAC                       AMERIQUEST
      126838986          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      125798421          ALTA                     HYBRID-3-6                         Group 1-3                   GMAC                       AMERIQUEST
      125798868          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      125190769          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      127471027          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      127471282          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      126863489          ALTA                     HYBRID-3-6                         Group 1-3                   GMAC                       AMERIQUEST
      125585307          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      125407924          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      125585521          ALTA                     HYBRID-3-6                         Group 1-3                   GMAC                       AMERIQUEST
      127510964          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      126639582          ALTA                     FIXED-20                           Group 2-1                   GMAC                       AMERIQUEST
      127299808          ALTA                     FIXED-15                           Group 2-2                   GMAC                       AMERIQUEST
      124453523          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      126681063          ALTA                     FIXED-15                           Group 2-2                   GMAC                       AMERIQUEST
      126697341          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      126697705          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      125091249          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      126698323          ALTA                     HYBRID-3-6                         Group 1-3                   GMAC                       AMERIQUEST
      124903402          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      127505824          ALTA                     HYBRID-3-6                         Group 1-3                   GMAC                       AMERIQUEST
      126715846          ALTA                     HYBRID-5-6                         Group 1-4                   GMAC                       AMERIQUEST
      128489929          ALTA                     HYBRID-3-6                         Group 1-3                   GMAC                       AMERIQUEST
      124019142          ALTA                     HYBRID-3-6                         Group 1-3                   GMAC                       AMERIQUEST
      128379229          ALTA                     HYBRID-3-6                         Group 1-3                   GMAC                       AMERIQUEST
      127403566          ALTA                     LIBOR-6MTH                         Group 1-1                   GMAC                       AMERIQUEST
      126739044          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      124857285          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      121452262          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      125258723          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      124442807          ALTA                     FIXED-15                           Group 2-2                   GMAC                       AMERIQUEST
      126757145          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      124902529          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      126757566          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      127275626          ALTA                     HYBRID-3-6                         Group 1-3                   GMAC                       AMERIQUEST
      122524408          ALTA                     HYBRID-5-6                         Group 1-4                   GMAC                       AMERIQUEST
      127449023          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      124903527          ALTA                     HYBRID-3-6                         Group 1-3                   GMAC                       AMERIQUEST
      124831066          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      122524945          ALTA                     HYBRID-3-6                         Group 1-3                   GMAC                       AMERIQUEST
      127450666          ALTA                     FIXED-30                           Group 2-3                   GMAC                       AMERIQUEST
      126773985          ALTA                     FIXED-15                           Group 2-2                   GMAC                       AMERIQUEST
      125280982          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      125138982          ALTA                     FIXED-15                           Group 2-2                   GMAC                       AMERIQUEST
      127474187          ALTA                     FIXED-15                           Group 2-2                   GMAC                       AMERIQUEST
      123780801          ALTA                     HYBRID-3-6                         Group 1-3                   GMAC                       AMERIQUEST
      126804947          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      122165020          ALTA                     HYBRID-5-6                         Group 1-4                   GMAC                       AMERIQUEST
      127475747          ALTA                     HYBRID-5-6                         Group 1-4                   GMAC                       AMERIQUEST
      124523804          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      126806124          ALTA                     HYBRID-3-6                         Group 1-3                   GMAC                       AMERIQUEST
      127504488          ALTA                     HYBRID-3-6                         Group 1-3                   GMAC                       AMERIQUEST
      127362440          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      126806645          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      125305169          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      124929183          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      127457083          ALTA                     FIXED-15                           Group 2-2                   GMAC                       AMERIQUEST
      124970724          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      127490324          ALTA                     HYBRID-3-6                         Group 1-3                   GMAC                       AMERIQUEST
      125448100          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      127279487          ALTA                     FIXED-15                           Group 2-2                   GMAC                       AMERIQUEST
      125344929          ALTA                     HYBRID-2-6                         Group 1-2                   GMAC                       AMERIQUEST
      125614644          ALTA                     FIXED-15                           Group 2-2                   GMAC                       AMERIQUEST
      127309664          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      127325066          ALTA                     FIXED-15                           Group 2-2                   GMAC                       AMERIQUEST
      127340628          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      125140228          ALTA                     HYBRID-3-6                         Group 1-3                   GMAC                       AMERIQUEST
      123576266          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      127357788          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      127531069          ALTA                     HYBRID-3-6                         Group 1-3                   GMAC                       AMERIQUEST
      127375327          ALTA                     FIXED-15                           Group 2-3                   GMAC                       AMERIQUEST
      125614867          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      127397784          ALTA                     FIXED-15                           Group 2-2                   GMAC                       AMERIQUEST
      127554046          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      123806127          ALTA                     FIXED-15                           Group 2-2                   GMAC                       AMERIQUEST
      125615062          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      127417822          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      127418028          ALTA                     FIXED-15                           Group 2-2                   GMAC                       AMERIQUEST
      124805821          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      124995267          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      125018929          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      127590545          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      125020024          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      125191460          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      125021386          ALTA                     FIXED-15                           Group 2-2                   GMAC                       AMERIQUEST
      127606465          ALTA                     HYBRID-5-6                         Group 1-4                   GMAC                       AMERIQUEST
      125615625          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      127608701          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      123695066          ALTA                     FIXED-15                           Group 2-2                   GMAC                       AMERIQUEST
      123877987          ALTA                     FIXED-15                           Group 2-2                   GMAC                       AMERIQUEST
      125047886          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      124545328          ALTA                     FIXED-15                           Group 2-2                   GMAC                       AMERIQUEST
      127217206          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      128514767          ALTA                     HYBRID-3-6                         Group 1-3                   GMAC                       AMERIQUEST
      127261063          ALTA                     HYBRID-3-6                         Group 1-3                   GMAC                       AMERIQUEST
      128174265          ALTA                     HYBRID-3-6                         Group 1-3                   GMAC                       AMERIQUEST
      127302941          ALTA                     HYBRID-5-6                         Group 1-4                   GMAC                       AMERIQUEST
      127331064          ALTA                     HYBRID-3-6                         Group 1-3                   GMAC                       AMERIQUEST
      125049346          ALTA                     FIXED-15                           Group 2-2                   GMAC                       AMERIQUEST
      125076489          ALTA                     FIXED-15                           Group 2-2                   GMAC                       AMERIQUEST
      125160945          ALTA                     HYBRID-3-6                         Group 1-3                   GMAC                       AMERIQUEST
      127365765          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      127497568          ALTA                     FIXED-15                           Group 2-2                   GMAC                       AMERIQUEST
      127670180          ALTA                     FIXED-15                           Group 2-2                   GMAC                       AMERIQUEST
      127547008          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      127408706          ALTA                     FIXED-15                           Group 2-2                   GMAC                       AMERIQUEST
      124491481          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
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      127691665          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
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      125077107          ALTA                     HYBRID-5-6                         Group 1-4                   GMAC                       AMERIQUEST
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      123845844          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      127606580          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      127454684          ALTA                     FIXED-15                           Group 2-2                   GMAC                       AMERIQUEST
      124698945          ALTA                     FIXED-15                           Group 2-2                   GMAC                       AMERIQUEST
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      127726701          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
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      127750727          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      127750842          ALTA                     HYBRID-2-6                         Group 1-2                   GMAC                       AMERIQUEST
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      127320448          ALTA                     FIXED-15                           Group 2-2                   GMAC                       AMERIQUEST
      127352243          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      127369528          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      125039545          ALTA                     HYBRID-3-6                         Group 1-3                   GMAC                       AMERIQUEST
      125039644          ALTA                     FIXED-15                           Group 2-2                   GMAC                       AMERIQUEST
      125252304          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      125041384          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      124941121          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      127739787          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      124941444          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      127392843          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      124941527          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      127740041          ALTA                     HYBRID-3-6                         Group 1-3                   GMAC                       AMERIQUEST
      125338921          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
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      122018468          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      124041187          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      127444040          ALTA                     HYBRID-3-6                         Group 1-3                   GMAC                       AMERIQUEST
      124778002          ALTA                     HYBRID-3-6                         Group 1-3                   GMAC                       AMERIQUEST
      124642067          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      127445047          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      125097287          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      122319882          ALTA                     HYBRID-3-6                         Group 1-3                   GMAC                       AMERIQUEST
      121348262          ALTA                     HYBRID-3-6                         Group 1-3                   GMAC                       AMERIQUEST
      127236909          ALTA                     HYBRID-5-6                         Group 1-4                   GMAC                       AMERIQUEST
      127495240          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      127956282          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      123895146          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      125057588          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      122058308          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      124527920          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      125097089          ALTA                     HYBRID-3-6                         Group 1-3                   GMAC                       AMERIQUEST
      124747023          ALTA                     HYBRID-3-6                         Group 1-3                   GMAC                       AMERIQUEST
      127346260          ALTA                     FIXED-15                           Group 2-2                   GMAC                       AMERIQUEST
      127688166          ALTA                     HYBRID-3-6                         Group 1-3                   GMAC                       AMERIQUEST
      127355162          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      125030429          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      127531465          ALTA                     HYBRID-3-6                         Group 1-3                   GMAC                       AMERIQUEST
      124984840          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      127706547          ALTA                     HYBRID-3-6                         Group 1-3                   GMAC                       AMERIQUEST
      127533388          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      124985987          ALTA                     FIXED-15                           Group 2-2                   GMAC                       AMERIQUEST
      122012941          ALTA                     HYBRID-3-6                         Group 1-3                   GMAC                       AMERIQUEST
      123942302          ALTA                     FIXED-15                           Group 2-2                   GMAC                       AMERIQUEST
      124485483          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      127562866          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      123955841          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      125082545          ALTA                     HYBRID-3-6                         Group 1-3                   GMAC                       AMERIQUEST
      122095607          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      124831645          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      124492224          ALTA                     FIXED-15                           Group 2-2                   GMAC                       AMERIQUEST
      127459469          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      125007161          ALTA                     FIXED-15                           Group 2-2                   GMAC                       AMERIQUEST
      124506809          ALTA                     HYBRID-5-6                         Group 1-4                   GMAC                       AMERIQUEST
      127673549          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      124418468          ALTA                     LIBOR-6MTH                         Group 1-1                   GMAC                       AMERIQUEST
      128348224          ALTA                     HYBRID-3-6                         Group 1-3                   GMAC                       AMERIQUEST
      125203067          ALTA                     HYBRID-5-6                         Group 1-4                   GMAC                       AMERIQUEST
      127539385          ALTA                     HYBRID-3-6                         Group 1-3                   GMAC                       AMERIQUEST
      128385762          ALTA                     FIXED-15                           Group 2-2                   GMAC                       AMERIQUEST
      124383381          ALTA                     HYBRID-5-6                         Group 1-4                   GMAC                       AMERIQUEST
      124399122          ALTA                     FIXED-15                           Group 2-2                   GMAC                       AMERIQUEST
      127560605          ALTA                     HYBRID-3-6                         Group 1-3                   GMAC                       AMERIQUEST
      127681468          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      127719185          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      124625765          ALTA                     HYBRID-3-6                         Group 1-3                   GMAC                       AMERIQUEST
      127616282          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
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      127642569          ALTA                     FIXED-15                           Group 2-2                   GMAC                       AMERIQUEST
      127727584          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      128491743          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
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      124867300          ALTA                     FIXED-15                           Group 2-2                   GMAC                       AMERIQUEST
      125101261          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      124771544          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      124721226          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      125092841          ALTA                     HYBRID-3-6                         Group 1-3                   GMAC                       AMERIQUEST
      125236042          ALTA                     FIXED-15                           Group 2-2                   GMAC                       AMERIQUEST
      128301447          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      126144807          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      127557262          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
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      125101584          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      125321489          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      127736023          ALTA                     FIXED-15                           Group 2-2                   GMAC                       AMERIQUEST
      123967663          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      122104060          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      125168500          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      124689365          ALTA                     HYBRID-3-6                         Group 1-3                   GMAC                       AMERIQUEST
      127666949          ALTA                     HYBRID-5-6                         Group 1-4                   GMAC                       AMERIQUEST
      125126367          ALTA                     FIXED-15                           Group 2-2                   GMAC                       AMERIQUEST
      120561840          ALTA                     HYBRID-5-6                         Group 1-4                   GMAC                       AMERIQUEST
      127636801          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      124706243          ALTA                     HYBRID-3-6                         Group 1-3                   GMAC                       AMERIQUEST
      125150409          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      125262766          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      127376044          ALTA                     HYBRID-3-6                         Group 1-3                   GMAC                       AMERIQUEST
      124552969          ALTA                     FIXED-15                           Group 2-2                   GMAC                       AMERIQUEST
      127480101          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      124409301          ALTA                     FIXED-15                           Group 2-2                   GMAC                       AMERIQUEST
      128247368          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      127713642          ALTA                     FIXED-30                           Group 2-3                   GMAC                       AMERIQUEST
      124758269          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      112700786          ALTA                     HYBRID-5-6                         Group 1-4                   GMAC                       AMERIQUEST
      123956849          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST
      124626649          ALTA                     HYBRID-5-6                         Group 1-4                   GMAC                       AMERIQUEST
      124961160          ALTA                     FIXED-30                           Group 2-1                   GMAC                       AMERIQUEST


       LOANID                AMORT TYPE                                     LIEN POSITION  SILENT SECOND                                    SILENT SECOND BAL          FICO SCORE
    -----------          --------------------                               -------------  -------------                                    ------------------         -----------
      128200144          P AND I                                                   1          N                                                       0                   710
      125126987          P AND I                                                   1          N                                                       0                   726
      123949505          P AND I                                                   1          N                                                       0                   686
      124567306          P AND I                                                   1          Y                                                   21800                   700
      124949181          P AND I                                                   1          N                                                       0                   690
      125127944          INTEREST ONLY                                             1          N                                                       0                   720
      124982661          P AND I                                                   1          N                                                       0                   693
      124982786          P AND I                                                   1          N                                                       0                   680
      125128645          INTEREST ONLY                                             1          Y                                                   74000                   754
      125316208          P AND I                                                   1          Y                                                   33580                   702
      125003426          P AND I                                                   1          N                                                       0                   772
      125151548          INTEREST ONLY                                             1          N                                                       0                   688
      125151746          INTEREST ONLY                                             1          N                                                       0                   695
      126351980          P AND I                                                   1          N                                                       0                   724
      124567561          P AND I                                                   1          N                                                       0                   719
      124553900          P AND I                                                   1          N                                                       0                   704
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      125289900          P AND I                                                   1          N                                                       0                   711
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      123427403          P AND I                                                   1          N                                                       0                   691
      127881381          P AND I                                                   1          N                                                       0                   795
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      112700786          P AND I                                                   1          Y                                                   62000                   710
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      124961160          P AND I                                                   0          X                                                       0                   000


       XXXXXX                       XXXX XXXX               XXXX                                          XXXXXX                                             XXXXX
     ------------                  -----------       -------------------                               -------------                                        --------
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      127933240                       200507          XXXXXXXX                                         XXXXXXX                                                 IN
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      000000000                       000000          XXXXXXXXX                                        XXXX                                                    XX
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      000000000                       000000          XXXXXXXXXXX                                      XXXXXXX                                                 XX
      126477124                       000000          XXXXXXXXXX                                       XXXXXX                                                  XX
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      128313384                       000000          XXXXXX                                           XX. XXXXX                                               XX
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      125436808                       200507          STURBRIDGE                                       WORCESTER                                               MA
      126857580                       200507          COLCHESTER                                       NEW LONDON                                              CT
      126857606                       200507          CUMBERLAND                                       ALLEGANY                                                MD
      126272608                       200507          FORT WALTON BEACH                                OKALOOSA                                                FL
      126287804                       200507          WINDSOR                                          HARTFORD                                                CT
      126546001                       200507          SALINAS                                          MONTEREY                                                CA
      126176809                       200507          BAXTER                                           CROW WING                                               MN
      125475244                       200507          CORONA                                           RIVERSIDE                                               CA
      127288702                       200507          LAS VEGAS                                        CLARK                                                   NV
      126872787                       200507          MARLTON                                          BURLINGTON                                              NJ
      124394362                       200507          HELOTES                                          BEXAR                                                   TX
      122389927                       200507          FRANKFORT                                        FRANKLIN                                                KY
      126604586                       200507          PEORIA                                           MARICOPA                                                AZ
      126288943                       200507          WINTER GARDEN                                    ORANGE                                                  FL
      126892587                       200507          LANCASTER                                        LANCASTER                                               PA
      126619402                       200507          TULARE                                           TULARE                                                  CA
      123066300                       200506          CONNEAUT                                         ASHTABULA                                               OH
      126289529                       200507          CARROLLTON                                       DENTON                                                  TX
      126179803                       200507          LEWISVILLE                                       DENTON                                                  TX
      124947102                       200507          GREENSBORO                                       GREENE                                                  GA
      125005488                       200507          SAN ANTONIO                                      BEXAR                                                   TX
      124948860                       200507          TULSA                                            TULSA                                                   OK
      124967043                       200507          SAN DIEGO                                        SAN DIEGO                                               CA
      126303163                       200507          ORLANDO                                          ORANGE                                                  FL
      126734185                       200507          BALTIMORE                                        BALTIMORE CITY                                          MD
      126734201                       200507          OSHKOSH                                          WINNEBAGO                                               WI
      123584625                       200507          SACHSE                                           COLLIN                                                  TX
      125006049                       200507          REDDING                                          SHASTA                                                  CA
      126734821                       200507          BUSHWOOD                                         SAINT MARY'S                                            MD
      126914803                       200507          JAMESTOWN                                        TUOLUMNE                                                CA
      128121407                       200507          VINELAND                                         CUMBERLAND                                              NJ
      126736222                       200507          COLORADO SPRINGS                                 EL PASO                                                 CO
      124978289                       200507          DALTON                                           WHITFIELD                                               GA
      127234904                       200507          OLATHE                                           JOHNSON                                                 KS
      125384768                       200507          MORRISTOWN                                       MORRIS                                                  NJ
      125369868                       200507          JACKSONVILLE                                     DUVAL                                                   FL
      126319169                       200507          ANN ARBOR                                        WASHTENAW                                               MI
      128122140                       200507          ROCKVILLE                                        MONTGOMERY                                              MD
      125303842                       200507          GRAND JUNCTION                                   MESA                                                    CO
      124751801                       200507          NASHVILLE                                        DAVIDSON                                                TN
      125129403                       200507          SAINT PETERSBURG                                 PINELLAS                                                FL
      125528901                       200507          DICKINSON                                        GALVESTON                                               TX
      128122389                       200507          MONROE TOWNSHIP                                  GLOUCESTER                                              NJ
      127235885                       200507          UTICA                                            ONEIDA                                                  NY
      126334986                       200507          TUCSON                                           PIMA                                                    AZ
      127236180                       200507          WILMINGTON                                       NEW CASTLE                                              DE
      126224104                       200507          SAN ANTONIO                                      BEXAR                                                   TX
      126762608                       200507          MILWAUKIE                                        CLACKAMAS                                               OR
      126335900                       200507          AUSTELL                                          COBB                                                    GA
      124980145                       200507          CAPE MAY                                         CAPE MAY                                                NJ
      126783505                       200507          HIGLEY                                           MARICOPA                                                AZ
      126783745                       200507          ODENTON                                          ANNE ARUNDEL                                            MD
      126783901                       200507          PEORIA                                           MARICOPA                                                AZ
      123914467                       200507          NEW BEDFORD                                      BRISTOL                                                 MA
      128335684                       200507          SAINT LOUIS                                      ST. LOUIS                                               MO
      127700268                       200507          GREENWOOD                                        JOHNSON                                                 IN
      125131763                       200507          WILMINGTON                                       NEW CASTLE                                              DE
      125097808                       200507          WEST PALM BEACH                                  PALM BEACH                                              FL
      128331022                       200507          ORMOND BEACH                                     VOLUSIA                                                 FL
      125098087                       200507          WESTERLY                                         WASHINGTON                                              RI
      125066241                       200507          BROOMALL                                         DELAWARE                                                PA
      126143528                       200507          CIBOLO                                           GUADALUPE                                               TX
      126784842                       200507          AURORA                                           ARAPAHOE                                                CO
      126171586                       200507          NORTH LAS VEGAS                                  CLARK                                                   NV
      126172105                       200507          MANCHESTER                                       HILLSBOROUGH                                            NH
      127308583                       200507          TAMPA                                            HILLSBOROUGH                                            FL
      126246800                       200507          PITTSBURG                                        CONTRA COSTA                                            CA
      125605584                       200507          MORGANVILLE                                      MONMOUTH                                                NJ
      125606749                       200507          DECATUR                                          DEKALB                                                  GA
      126953405                       200507          SPARKS                                           WASHOE                                                  NV
      126830264                       200507          ROCHESTER                                        MONROE                                                  NY
      126196401                       200507          DALLAS                                           DALLAS                                                  TX
      124572421                       200507          IRVING                                           DALLAS                                                  TX
      126832005                       200507          CANDIA                                           ROCKINGHAM                                              NH
      126832526                       200507          GREEN VALLEY                                     PIMA                                                    AZ
      124809005                       200507          NASHUA                                           HILLSBOROUGH                                            NH
      125632588                       200507          COVENTRY                                         KENT                                                    RI
      127221687                       200507          TAMPA                                            HILLSBOROUGH                                            FL
      125633487                       200507          CHICAGO                                          COOK                                                    IL
      125633701                       200507          LAMBERTVILLE                                     MONROE                                                  MI
      125183145                       200507          BATTLE CREEK                                     CALHOUN                                                 MI
      126983808                       200507          HOUSTON                                          HARRIS                                                  TX
      128219300                       200507          GERMANTOWN                                       MONTGOMERY                                              MD
      125399063                       200507          MARYVILLE                                        BLOUNT                                                  TN
      126265867                       200507          PERU                                             CLINTON                                                 NY
      126525765                       200507          NEW MILFORD                                      LITCHFIELD                                              CT
      126235803                       200507          LAND O' LAKES                                    PASCO                                                   FL
      127257020                       200507          SURPRISE                                         MARICOPA                                                AZ
      126539600                       200507          VANCOUVER                                        CLARK                                                   WA
      126098524                       200507          CLEARLAKE                                        LAKE                                                    CA
      127257400                       200507          TAMPA                                            HILLSBOROUGH                                            FL
      126120542                       200507          SARASOTA                                         SARASOTA                                                FL
      120131701                       200507          WINSTON                                          DOUGLAS                                                 GA
      127258580                       200507          SANTA CLARITA                                    LOS ANGELES                                             CA
      126120823                       200507          CHESAPEAKE BEACH                                 CALVERT                                                 MD
      126991025                       200507          CHANNELVIEW                                      HARRIS                                                  TX
      124676727                       200507          JOSHUA                                           JOHNSON                                                 TX
      126615020                       200507          HOLLYWOOD                                        BROWARD                                                 FL
      125654962                       200507          WESTMINSTER                                      CARROLL                                                 MD
      126615566                       200507          LAKE SAINT LOUIS                                 ST. CHARLES                                             MO
      127278984                       200507          TEMPE                                            MARICOPA                                                AZ
      127279008                       200507          WATERVILLE                                       KENNEBEC                                                ME
      124876483                       200507          CEDAR RAPIDS                                     LINN                                                    IA
      126629484                       200507          PHILADELPHIA                                     PHILADELPHIA                                            PA
      125209783                       200507          RIDGEWOOD                                        QUEENS                                                  NY
      126629708                       200507          SPRING VALLEY                                    PIERCE                                                  WI
      128321221                       200507          PORTLAND                                         MULTNOMAH                                               OR
      126145028                       200507          MARSHALL                                         HARRISON                                                TX
      124520461                       200506          MIDDLEFIELD                                      GEAUGA                                                  OH
      123815508                       200507          OLATHE                                           JOHNSON                                                 KS
      126145184                       200507          CAPITOL HEIGHTS                                  PRINCE GEORGE'S                                         MD
      125036640                       200507          LAS VEGAS                                        CLARK                                                   NV
      126644723                       200507          LA PORTE                                         HARRIS                                                  TX
      125210526                       200507          HYATTSVILLE                                      PRINCE GEORGE'S                                         MD
      126146307                       200507          JACKSONVILLE                                     DUVAL                                                   FL
      123025447                       200506          COLUMBUS                                         FRANKLIN                                                OH
      124662685                       200507          PEARLAND                                         BRAZORIA                                                TX
      124700840                       200507          KELLER                                           TARRANT                                                 TX
      127104123                       200507          SANFORD                                          SEMINOLE                                                FL
      126314608                       200507          RONKONKOMA                                       SUFFOLK                                                 NY
      127505568                       200507          SAN PABLO                                        CONTRA COSTA                                            CA
      127305761                       200507          LEXINGTON PARK                                   ST. MARY'S                                              MD
      126725969                       200507          GRAND RAPIDS                                     KENT                                                    MI
      124597667                       200507          MISSOURI CITY                                    FORT BEND                                               TX
      127700789                       200507          WINTER HAVEN                                     POLK                                                    FL
      126726280                       200507          KISSIMMEE                                        OSCEOLA                                                 FL
      124497249                       200507          PHILADELPHIA                                     PHILADELPHIA                                            PA
      125103820                       200507          NEW HOPE                                         MADISON                                                 AL
      127118289                       200507          CORCORAN                                         KINGS                                                   CA
      125341909                       200507          CORONA                                           RIVERSIDE                                               CA
      125121467                       200507          SCHAUMBURG                                       COOK                                                    IL
      128697588                       200507          LOS ANGELES                                      LOS ANGELES                                             CA
      126166529                       200507          ROSEMOUNT                                        DAKOTA                                                  MN
      125038786                       200507          MOUNTAIN RANCH                                   CALAVERAS                                               CA
      126186428                       200507          ZEPHYRHILLS                                      PASCO                                                   FL
      123990707                       200507          STEVENSVILLE                                     QUEEN ANNE'S                                            MD
      127177905                       200507          PORT CHARLOTTE                                   CHARLOTTE                                               FL
      126877984                       200507          LITTLE EGG HARBOR                                OCEAN                                                   NJ
      126332022                       200507          LAS VEGAS                                        CLARK                                                   NV
      126188200                       200507          LITTLETON                                        JEFFERSON                                               CO
      126332287                       200507          SANDWICH                                         BARNSTABLE                                              MA
      126210921                       200507          CHAPEL HILL                                      MARSHALL                                                TN
      126211127                       200507          PLANO                                            COLLIN                                                  TX
      125315309                       200507          NEWARK                                           ESSEX                                                   NJ
      127230464                       200507          WHITEFORD                                        HARFORD                                                 MD
      127252120                       200507          GROVETOWN                                        COLUMBIA                                                GA
      123165003                       200506          CRESTLINE                                        CRAWFORD                                                OH
      125068809                       200507          INDIANAPOLIS                                     MARION                                                  IN
      120029400                       200506          XENIA                                            GREENE                                                  OH
      126213206                       200507          FRENCH LICK                                      ORANGE                                                  IN
      126350321                       200507          OAKLAND                                          ALAMEDA                                                 CA
      127461309                       200507          BAKERSFIELD                                      KERN                                                    CA
      123668568                       200507          LOS ANGELES                                      LOS ANGELES                                             CA
      126818889                       200507          LANHAM                                           PRINCE GEORGE'S                                         MD
      127273241                       200507          SOMERVILLE                                       MIDDLESEX                                               MA
      126879865                       200507          LAKE PLACID                                      HIGHLANDS                                               FL
      124303306                       200506          STRUTHERS                                        MAHONING                                                OH
      127275105                       200507          SMITHFIELD                                       PROVIDENCE                                              RI
      126821701                       200507          WALL TOWNSHIP                                    MONMOUTH                                                NJ
      127296549                       200507          PARRISH                                          MANATEE                                                 FL
      127296804                       200507          NARROWSBURG                                      SULLIVAN                                                NY
      127297984                       200507          BILLERICA                                        MIDDLESEX                                               MA
      127298164                       200507          MADISON                                          MORGAN                                                  GA
      126048883                       200507          PERRIS                                           RIVERSIDE                                               CA
      125250308                       200507          CEDARTOWN                                        POLK                                                    GA
      124633280                       200507          OSAKIS                                           TODD                                                    MN
      126849926                       200507          HALETHORPE                                       BALTIMORE                                               MD
      124630286                       200507          WESTMINSTER                                      ADAMS                                                   CO
      126850163                       200507          WEST LINN                                        CLACKAMAS                                               OR
      126920644                       200507          DENVER                                           DENVER                                                  CO
      126086461                       200507          PATCHOGUE                                        SUFFOLK                                                 NY
      126087048                       200507          OPELIKA                                          LEE                                                     AL
      126106442                       200507          GRANTS PASS                                      JOSEPHINE                                               OR
      124230889                       200507          HILLSBORO                                        WASHINGTON                                              OR
      126940485                       200507          ROSEMOUNT                                        DAKOTA                                                  MN
      126940824                       200507          EAST JORDAN                                      CHARLEVOIX                                              MI
      125141507                       200507          GOODYEAR                                         MARICOPA                                                AZ
      124052309                       200507          CORPUS CHRISTI                                   NUECES                                                  TX
      123860165                       200507          STAMFORD                                         DELAWARE                                                NY
      124696907                       200507          ALLENTOWN                                        LEHIGH                                                  PA
      127506327                       200507          VICTORVILLE                                      SAN BERNARDINO                                          CA
      126154509                       200507          WOOD RIVER                                       MADISON                                                 IL
      124655101                       200507          HAMDEN                                           NEW HAVEN                                               CT
      125172148                       200507          HACKENSACK                                       BERGEN                                                  NJ
      126962307                       200507          YULEE                                            NASSAU                                                  FL
      125522961                       200507          CEMENT CITY                                      JACKSON                                                 MI
      124329681                       200507          SPOKANE                                          SPOKANE                                                 WA
      127270064                       200507          NORTH HILLS                                      LOS ANGELES                                             CA
      127270080                       200507          GRAND RAPIDS                                     KENT                                                    MI
      126986264                       200507          HUNTINGTON PARK                                  LOS ANGELES                                             CA
      127701365                       200507          WINDSOR MILL                                     BALTIMORE                                               MD
      125142364                       200507          HYATTSVILLE                                      PRINCE GEORGE'S                                         MD
      127524908                       200507          BOSCOBEL                                         GRANT                                                   WI
      119016806                       200505          ORIENT                                           PICKAWAY                                                OH
      125142604                       200507          ALVA                                             WOODS                                                   OK
      124354028                       200507          OCEANSIDE                                        SAN DIEGO                                               CA
      125367227                       200507          WEST VALLEY CITY                                 SALT LAKE                                               UT
      125386003                       200507          MAUMELLE                                         PULASKI                                                 AR
      124939968                       200507          DETROIT LAKES                                    BECKER                                                  MN
      120063102                       200507          GRANT                                            BREVARD                                                 FL
      125573204                       200507          BAKERSFIELD                                      KERN                                                    CA
      124742867                       200507          NEW CASTLE                                       NEW CASTLE                                              DE
      125573261                       200507          LANCASTER                                        LOS ANGELES                                             CA
      126216308                       200507          MANCHESTER                                       HARTFORD                                                CT
      126781061                       200507          FAIRFIELD                                        SOLANO                                                  CA
      128118544                       200507          DAHLONEGA                                        LUMPKIN                                                 GA
      126241165                       200507          BAKERSFIELD                                      KERN                                                    CA
      125167403                       200507          SAN DIEGO                                        SAN DIEGO                                               CA
      124809567                       200507          HOUSTON                                          HARRIS                                                  TX
      127124469                       200507          COACHELLA                                        RIVERSIDE                                               CA
      121758320                       200507          MCHENRY                                          MCHENRY                                                 IL
      123694689                       200507          APACHE JUNCTION                                  MARICOPA                                                AZ
      124593468                       200507          GERMANSVILLE                                     LEHIGH                                                  PA
      123695983                       200506          HUDSON                                           SUMMIT                                                  OH
      124814740                       200507          DENVER                                           DENVER                                                  CO
      123628661                       200507          ROSAMOND                                         KERN                                                    CA
      126371863                       200507          OAK RIDGE                                        ANDERSON                                                TN
      123533663                       200507          INDIANAPOLIS                                     MARION                                                  IN
      125349563                       200507          OWINGS MILLS                                     BALTIMORE                                               MD
      125360263                       200507          ACWORTH                                          CHEROKEE                                                GA
      125638049                       200507          STUART                                           MARTIN                                                  FL
      123644643                       200507          FORT MYERS                                       LEE                                                     FL
      123645988                       200507          LONGVIEW                                         GREGG                                                   TX
      125369447                       200507          BLOOMINGTON                                      HENNEPIN                                                MN
      125639047                       200507          COLLEGE POINT                                    QUEENS                                                  NY
      125185306                       200507          MIAMI                                            MIAMI-DADE                                              FL
      126858828                       200507          SEWELL                                           GLOUCESTER                                              NJ
      128194008                       200507          SACRAMENTO                                       SACRAMENTO                                              CA
      127194264                       200507          REEDLEY                                          FRESNO                                                  CA
      123688368                       200507          THREE RIVERS                                     ST. JOSEPH                                              MI
      122831365                       200506          COLUMBUS                                         FRANKLIN                                                OH
      125648006                       200507          STATEN ISLAND                                    RICHMOND                                                NY
      125648048                       200507          TITUSVILLE                                       BREVARD                                                 FL
      126875087                       200507          LAGUNA HILLS                                     ORANGE                                                  CA
      127550986                       200507          LARGO                                            PINELLAS                                                FL
      126896364                       200507          SICKLERVILLE                                     CAMDEN                                                  NJ
      126896380                       200507          OAK PARK                                         OAKLAND                                                 MI
      127552248                       200507          BEL AIR                                          HARFORD                                                 MD
      125387829                       200507          PORTLAND                                         MULTNOMAH                                               OR
      116636341                       200505          AKRON                                            SUMMIT                                                  OH
      120825302                       200507          MERIDIAN                                         ADA                                                     ID
      125671701                       200507          BIRMINGHAM                                       JEFFERSON                                               AL
      126507540                       200507          WASHINGTON                                       LITCHFIELD                                              CT
      124667627                       200507          SUMMERVILLE                                      DORCHESTER                                              SC
      126517929                       200507          ORMOND BEACH                                     VOLUSIA                                                 FL
      124397803                       200506          LAURELVILLE                                      HOCKING                                                 OH
      124307547                       200507          SCOTTSBORO                                       JACKSON                                                 AL
      127660165                       200507          OSWEGO                                           KENDALL                                                 IL
      125689208                       200507          COLORADO SPRINGS                                 EL PASO                                                 CO
      126931864                       200507          GILBERT                                          MARICOPA                                                AZ
      122130248                       200507          KEARNY                                           HUDSON                                                  NJ
      125690107                       200507          KOKOMO                                           HOWARD                                                  IN
      124049529                       200507          TEMPLE                                           BELL                                                    TX
      125690966                       200507          SEATTLE                                          KING                                                    WA
      125691626                       200507          WEST PALM BEACH                                  PALM BEACH                                              FL
      125342444                       200507          DISTRICT HEIGHTS                                 PRINCE GEORGE'S                                         MD
      126087683                       200507          BAKERSFIELD                                      KERN                                                    CA
      125714923                       200507          BALTIMORE                                        BALTIMORE CITY                                          MD
      124446188                       200507          BUSHKILL                                         PIKE                                                    PA
      125744300                       200507          MARIETTA                                         COBB                                                    GA
      126971845                       200507          HOLLAND                                          OTTAWA                                                  MI
      124468968                       200507          WHITTIER                                         LOS ANGELES                                             CA
      124829540                       200507          CHANDLER                                         MARICOPA                                                AZ
      127600526                       200507          WYANDOTTE                                        WAYNE                                                   MI
      124665340                       200507          FORT PAYNE                                       DE KALB                                                 AL
      123711020                       200507          EDISON                                           MIDDLESEX                                               NJ
      123915381                       200507          BROOKLYN                                         KINGS                                                   NY
      118497387                       200507          BOURNE                                           BARNSTABLE                                              MA
      120274766                       200507          CHARLOTTE                                        MECKLENBURG                                             NC
      127035681                       200507          ATLANTA                                          FULTON                                                  GA
      125677989                       200507          SAN ANTONIO                                      BEXAR                                                   TX
      126812205                       200507          LUBBOCK                                          LUBBOCK                                                 TX
      123853046                       200507          HOUSTON                                          HARRIS                                                  TX
      125078840                       200507          EVANSVILLE                                       VANDERBURGH                                             IN
      126258144                       200507          LAWRENCEVILLE                                    GWINNETT                                                GA
      124650888                       200507          ATHOL                                            WORCESTER                                               MA
      126841600                       200507          MEMPHIS                                          SHELBY                                                  TN
      126258946                       200507          HYATTSVILLE                                      PRINCE GEORGE'S                                         MD
      124865668                       200507          NORTHFIELD                                       RICE                                                    MN
      125680389                       200507          SEATTLE                                          KING                                                    WA
      128208329                       200507          HOPKINS                                          HENNEPIN                                                MN
      126856566                       200507          CEDAR CREEK                                      WILLIAMSON                                              TX
      125695502                       200507          LAS VEGAS                                        CLARK                                                   NV
      125168526                       200507          EASLEY                                           PICKENS                                                 SC
      126277888                       200507          ROCHESTER                                        STRAFFORD                                               NH
      125696922                       200507          JENSEN BEACH                                     MARTIN                                                  FL
      126278183                       200507          SPOKANE                                          SPOKANE                                                 WA
      126278241                       200507          ST. PAUL                                         RAMSEY                                                  MN
      125697169                       200507          LONGVIEW                                         GREGG                                                   TX
      125960047                       200507          BALDWIN                                          NASSAU                                                  NY
      125697565                       200507          ELMHURST                                         DUPAGE                                                  IL
      125960286                       200507          HILLSBORO                                        WASHINGTON                                              OR
      125715664                       200507          SAGINAW                                          TARRANT                                                 TX
      124939786                       200507          CHESTERTOWN                                      KENT                                                    MD
      126278886                       200507          WEST NEW YORK                                    HUDSON                                                  NJ
      125716605                       200507          SUISUN CITY                                      SOLANO                                                  CA
      127628725                       200507          HUNTSVILLE                                       MADISON                                                 AL
      124829920                       200507          MARYVILLE                                        MADISON                                                 IL
      125717488                       200507          EAST WINDSOR                                     MERCER                                                  NJ
      124490582                       200507          FORT WORTH                                       TARRANT                                                 TX
      128127669                       200507          WILMINGTON                                       WILL                                                    IL
      128402468                       200507          RIVERSIDE                                        RIVERSIDE                                               CA
      125147983                       200507          PARRYVILLE                                       CARBON                                                  PA
      128128303                       200507          ALLENTOWN                                        LEHIGH                                                  PA
      126089069                       200507          WAUSAU                                           MARATHON                                                WI
      125746123                       200507          ALTAMONTE SPRINGS                                SEMINOLE                                                FL
      126115187                       200507          PANORAMA CITY                                    LOS ANGELES                                             CA
      125748046                       200507          DE SOTO                                          JOHNSON                                                 KS
      125774067                       200507          LANHAM                                           PRINCE GEORGE'S                                         MD
      126427525                       200507          TORRINGTON                                       LITCHFIELD                                              CT
      126138445                       200507          BROCKTON                                         PLYMOUTH                                                MA
      126911346                       200507          SOUTH PLAINFIELD                                 MIDDLESEX                                               NJ
      123840761                       200507          WYLIE                                            COLLIN                                                  TX
      127389807                       200507          PHILADELPHIA                                     PHILADELPHIA                                            PA
      120591003                       200506          CLEVELAND                                        CUYAHOGA                                                OH
      127390581                       200507          BARNHART                                         JEFFERSON                                               MO
      126307784                       200507          SALIDA                                           STANISLAUS                                              CA
      124191909                       200507          KIHEI                                            MAUI                                                    HI
      124660465                       200507          CAMDEN                                           KENT                                                    DE
      125805143                       200507          EVERETT                                          SNOHOMISH                                               WA
      125294264                       200507          LEMOORE                                          KINGS                                                   CA
      126947985                       200507          HARRINGTON                                       WASHINGTON                                              ME
      123173403                       200507          DALLAS                                           DALLAS                                                  TX
      124929886                       200506          BETHEL                                           CLERMONT                                                OH
      125192625                       200507          CHANDLER                                         MARICOPA                                                AZ
      122468424                       200507          NORTH BRANCH                                     ISANTI                                                  MN
      125806901                       200507          NORTH HOLLYWOOD                                  LOS ANGELES                                             CA
      125300665                       200507          ROME CITY                                        NOBLE                                                   IN
      123853442                       200507          BROOKLYN                                         KINGS                                                   NY
      125807461                       200507          SEATTLE                                          KING                                                    WA
      125519827                       200507          DIXON                                            SOLANO                                                  CA
      124970302                       200507          MOUNT PROSPECT                                   COOK                                                    IL
      124983008                       200507          WETUMPKA                                         ELMORE                                                  AL
      127435048                       200507          NORTH HIGHLANDS                                  SACRAMENTO                                              CA
      124939547                       200507          WILMINGTON                                       WILL                                                    IL
      124599689                       200507          BIRMINGHAM                                       JEFFERSON                                               AL
      127436426                       200507          NORTH LAUDERDALE                                 BROWARD                                                 FL
      124599788                       200507          HEMPSTEAD                                        NASSAU                                                  NY
      128360609                       200507          CHICAGO                                          COOK                                                    IL
      128204609                       200507          BIG BEND                                         WAUKESHA                                                WI
      123193849                       200507          SCHUYLER FALLS                                   CLINTON                                                 NY
      124708801                       200507          GLOUCESTER                                       ESSEX                                                   MA
      125520486                       200507          KANEOHE                                          HONOLULU                                                HI
      125520569                       200507          PALMYRA                                          WAYNE                                                   NY
      125219923                       200507          COLUMBIA                                         MAURY                                                   TN
      123216301                       200507          HAMLIN                                           MONROE                                                  NY
      126237742                       200507          BAKERSFIELD                                      KERN                                                    CA
      126238245                       200507          MIAMI                                            MIAMI-DADE                                              FL
      125273367                       200507          LOSANTVILLE                                      RANDOLPH                                                IN
      126973981                       200507          TIVERTON                                         NEWPORT                                                 RI
      127201747                       200507          LOS ANGELES                                      LOS ANGELES                                             CA
      125682088                       200507          ELLICOTT CITY                                    HOWARD                                                  MD
      124266925                       200507          WILMINGTON                                       NEW CASTLE                                              DE
      128236221                       200507          SAN JOSE                                         SANTA CLARA                                             CA
      125682369                       200507          OGDEN                                            MONROE                                                  NY
      127427862                       200507          NESKOWIN                                         TILLAMOOK                                               OR
      120282348                       200506          SHEFFIELD LAKE                                   LORAIN                                                  OH
      127429306                       200507          HUNTINGBURG                                      DUBOIS                                                  IN
      127336527                       200507          WILDWOOD                                         ST. LOUIS                                               MO
      127000065                       200507          FLORENCE                                         LANE                                                    OR
      125445387                       200507          BOCA RATON                                       PALM BEACH                                              FL
      127353704                       200507          PROVIDENCE                                       PROVIDENCE                                              RI
      122026461                       200507          WICHITA FALLS                                    WICHITA                                                 TX
      123960767                       200507          CASA GRANDE                                      PINAL                                                   AZ
      127371326                       200507          SEMINOLE                                         PINELLAS                                                FL
      125445544                       200507          MIAMI                                            MIAMI-DADE                                              FL
      123808008                       200507          PHILADELPHIA                                     PHILADELPHIA                                            PA
      127372043                       200507          WATERVILLE                                       KENNEBEC                                                ME
      127470847                       200507          PORT RICHEY                                      PASCO                                                   FL
      127470946                       200507          MELBOURNE                                        BREVARD                                                 FL
      127471621                       200507          BELLEVILLE                                       ESSEX                                                   NJ
      122469166                       200507          EAST LANSING                                     INGHAM                                                  MI
      124258823                       200507          HOUSTON                                          HARRIS                                                  TX
      127394906                       200507          AUSTIN                                           SCOTT                                                   IN
      127395028                       200507          MIAMI                                            MIAMI-DADE                                              FL
      125403626                       200507          PALESTINE                                        ANDERSON                                                TX
      127521284                       200507          MANHEIM                                          LANCASTER                                               PA
      127521664                       200507          FAR ROCKAWAY                                     QUEENS                                                  NY
      125407726                       200507          CORDOVA                                          SHELBY                                                  TN
      125706424                       200507          KANSAS CITY                                      WYANDOTTE                                               KS
      127522266                       200507          WEBSTER                                          MONROE                                                  NY
      127445468                       200507          STANCHFIELD                                      ISANTI                                                  MN
      127523504                       200507          WINDSOR                                          BROOME                                                  NY
      123747180                       200507          GREENVILLE                                       HUNT                                                    TX
      123747925                       200507          PROVIDENCE                                       PROVIDENCE                                              RI
      127403483                       200507          COLUMBUS                                         SAINT CLAIR                                             MI
      125543967                       200507          WEST CONCORD                                     DODGE                                                   MN
      127471647                       200507          SAVANNAH                                         CHATHAM                                                 GA
      124408469                       200507          PETERSBURG                                       MONROE                                                  MI
      123798985                       200507          YERINGTON                                        LYON                                                    NV
      124362781                       200506          CLEVELAND                                        CUYAHOGA                                                OH
      125755181                       200507          CUMBERLAND                                       PROVIDENCE                                              RI
      126581123                       200507          POESTENKILL                                      RENSSELAER                                              NY
      127549426                       200507          VISALIA                                          TULARE                                                  CA
      127160141                       200507          WARRENSBURG                                      JOHNSON                                                 MO
      126626142                       200507          HOLMDEL                                          MONMOUTH                                                NJ
      125337907                       200507          CHICAGO                                          COOK                                                    IL
      125250746                       200507          ATHENS                                           LIMESTONE                                               AL
      125562223                       200507          HIALEAH                                          MIAMI-DADE                                              FL
      126710300                       200507          HENRYETTA                                        OKMULGEE                                                OK
      123796666                       200507          SAN DIEGO                                        SAN DIEGO                                               CA
      127246726                       200507          FLORISSANT                                       ST. LOUIS                                               MO
      124884123                       200507          PHILADELPHIA                                     PHILADELPHIA                                            PA
      127297083                       200507          ROWLAND HEIGHTS                                  LOS ANGELES                                             CA
      127325447                       200507          ROXANA                                           MADISON                                                 IL
      125785626                       200507          WINONA                                           WINONA                                                  MN
      124921727                       200507          APPLE VALLEY                                     SAN BERNARDINO                                          CA
      127362127                       200507          BURLINGTON                                       RACINE                                                  WI
      124950825                       200507          PENSACOLA                                        ESCAMBIA                                                FL
      124943804                       200507          FORT LAUDERDALE                                  BROWARD                                                 FL
      125563221                       200507          HOLLYWOOD                                        BROWARD                                                 FL
      127594968                       200507          DAVISON                                          GENESEE                                                 MI
      125068106                       200507          RICHMOND                                         FORT BEND                                               TX
      127622249                       200507          KERNERSVILLE                                     FORSYTH                                                 NC
      124944968                       200507          LAKEWOOD                                         PIERCE                                                  WA
      125294405                       200507          WILLITS                                          MENDOCINO                                               CA
      124403460                       200507          BERGENFIELD                                      BERGEN                                                  NJ
      125563742                       200507          BLOOMFIELD                                       GREENE                                                  IN
      124433525                       200507          NEW BRAUNFELS                                    COMAL                                                   TX
      124506064                       200507          TUCSON                                           PIMA                                                    AZ
      126800929                       200507          BOSTON                                           SUFFOLK                                                 MA
      127482222                       200507          AURORA                                           KANE                                                    IL
      123841686                       200507          JASPER                                           JASPER                                                  TX
      122494941                       200507          CONWAY                                           FAULKNER                                                AR
      124032186                       200507          BEAUMONT                                         JEFFERSON                                               TX
      123687022                       200507          VAN ALSTYNE                                      GRAYSON                                                 TX
      125063248                       200507          MONROE                                           WALTON                                                  GA
      126825124                       200507          TAMPA                                            HILLSBOROUGH                                            FL
      127439743                       200507          SANTA ROSA                                       SONOMA                                                  CA
      126850940                       200507          GLEN BURNIE                                      ANNE ARUNDEL                                            MD
      125081604                       200507          CONCORD                                          MERRIMACK                                               NH
      126853027                       200507          ELLSWORTH                                        MCLEAN                                                  IL
      125258343                       200507          PASSAIC                                          PASSAIC                                                 NJ
      126565985                       200507          EGG HARBOR TOWNSHIP                              ATLANTIC                                                NJ
      127461747                       200507          NORTH CHELMSFORD                                 MIDDLESEX                                               MA
      126579408                       200507          HICKORY HILLS                                    COOK                                                    IL
      126580240                       200507          BEDFORD                                          TARRANT                                                 TX
      127462166                       200507          GILBERT                                          MARICOPA                                                AZ
      123730947                       200507          LOUISVILLE                                       JEFFERSON                                               KY
      127343069                       200507          ERWIN                                            UNICOI                                                  TN
      126591809                       200507          CHICAGO                                          COOK                                                    IL
      125712240                       200507          WORCESTER                                        WORCESTER                                               MA
      126635622                       200507          LANETT                                           CHAMBERS                                                AL
      126651009                       200507          GRANADA HILLS                                    LOS ANGELES                                             CA
      127513984                       200507          NORTH LAS VEGAS                                  CLARK                                                   NV
      127497949                       200507          LEWISVILLE                                       DENTON                                                  TX
      125190686                       200507          PHILADELPHIA                                     PHILADELPHIA                                            PA
      125735308                       200507          FOWLER                                           BENTON                                                  IN
      127270007                       200507          CARMEL                                           HAMILTON                                                IN
      126728740                       200507          N.CHARLESTON                                     CHARLESTON                                              SC
      124461344                       200507          NEW BEDFORD                                      BRISTOL                                                 MA
      127519106                       200507          HICKORY                                          CATAWBA                                                 NC
      126729847                       200507          BIRMINGHAM                                       JEFFERSON                                               AL
      127301489                       200507          BAKERSFIELD                                      KERN                                                    CA
      127329886                       200507          WAYNE                                            PASSAIC                                                 NJ
      127345700                       200507          PHOENIX                                          MARICOPA                                                AZ
      124719261                       200507          TEXAS CITY                                       GALVESTON                                               TX
      125763300                       200507          JACKSONVILLE                                     DUVAL                                                   FL
      122146889                       200506          MARSHALLVILLE                                    WAYNE                                                   OH
      127405827                       200507          YAPHANK                                          SUFFOLK                                                 NY
      124544545                       200507          BURLINGTON                                       CHITTENDEN                                              VT
      125584706                       200507          DENVER                                           DENVER                                                  CO
      124544586                       200507          MIAMI                                            MIAMI-DADE                                              FL
      125113803                       200507          WANTAGH                                          NASSAU                                                  NY
      123516122                       200507          KLAMATH FALLS                                    KLAMATH                                                 OR
      127406825                       200507          CORPUS CHRISTI                                   NUECES                                                  TX
      125228643                       200507          HANOVER                                          YORK                                                    PA
      126795681                       200507          LUSBY                                            CALVERT                                                 MD
      124526245                       200507          JOSEPHINE                                        COLLIN                                                  TX
      124972068                       200507          KENNEWICK                                        BENTON                                                  WA
      128431186                       200507          PERTH AMBOY                                      MIDDLESEX                                               NJ
      124999624                       200507          MARYSVILLE                                       YUBA                                                    CA
      126796622                       200507          LANSING                                          INGHAM                                                  MI
      125013029                       200507          MEREDITH                                         BELKNAP                                                 NH
      125765925                       200507          NEW BRITAIN                                      HARTFORD                                                CT
      125013581                       200507          OXNARD                                           VENTURA                                                 CA
      125114801                       200507          EDISON                                           MIDDLESEX                                               NJ
      127431161                       200507          SYLMAR                                           LOS ANGELES                                             CA
      127431286                       200507          WALDORF                                          CHARLES                                                 MD
      123558165                       200506          BARBERTON                                        SUMMIT                                                  OH
      127568582                       200507          TALLAHASSEE                                      LEON                                                    FL
      126838986                       200507          COLONIE                                          ALBANY                                                  NY
      125798421                       200507          PUEBLO                                           PUEBLO                                                  CO
      125798868                       200507          SEATTLE                                          KING                                                    WA
      125190769                       200507          MANKATO                                          BLUE EARTH                                              MN
      127471027                       200507          CARTHAGE                                         JASPER                                                  MO
      127471282                       200507          CLEARWATER                                       PINELLAS                                                FL
      126863489                       200507          MIDDLE RIVER                                     BALTIMORE                                               MD
      125585307                       200507          RIVERHEAD                                        SUFFOLK                                                 NY
      125407924                       200507          WEST JORDAN                                      SALT LAKE                                               UT
      125585521                       200507          WESTMINSTER                                      ORANGE                                                  CA
      127510964                       200507          HAYWARD                                          ALAMEDA                                                 CA
      126639582                       200507          HAMPTON BAYS                                     SUFFOLK                                                 NY
      127299808                       200507          APPLETON                                         OUTAGAMIE                                               WI
      124453523                       200507          MEMPHIS                                          SHELBY                                                  TN
      126681063                       200507          COLLEGEVILLE                                     MONTGOMERY                                              PA
      126697341                       200507          PUNTA GORDA                                      CHARLOTTE                                               FL
      126697705                       200507          NEW PORT RICHEY                                  PASCO                                                   FL
      125091249                       200507          BERKELEY                                         ALAMEDA                                                 CA
      126698323                       200507          MODESTO                                          STANISLAUS                                              CA
      124903402                       200507          HENDERSON                                        CLARK                                                   NV
      127505824                       200507          RENO                                             WASHOE                                                  NV
      126715846                       200507          MONROE                                           SNOHOMISH                                               WA
      128489929                       200507          NORWALK                                          LOS ANGELES                                             CA
      124019142                       200507          NORTH RICHLAND HILLS                             TARRANT                                                 TX
      128379229                       200507          VERONA                                           ESSEX                                                   NJ
      127403566                       200507          SAN MATEO                                        SAN MATEO                                               CA
      126739044                       200507          KNOXVILLE                                        KNOX                                                    TN
      124857285                       200507          ROCHESTER                                        STRAFFORD                                               NH
      121452262                       200506          PERRY                                            LAKE                                                    OH
      125258723                       200507          MILTON                                           SARATOGA                                                NY
      124442807                       200507          DALLAS                                           DALLAS                                                  TX
      126757145                       200507          COLLIERVILLE                                     SHELBY                                                  TN
      124902529                       200507          FEDERAL WAY                                      KING                                                    WA
      126757566                       200507          MANHEIM                                          LANCASTER                                               PA
      127275626                       200507          FREEHOLD                                         MONMOUTH                                                NJ
      122524408                       200506          XENIA                                            GREENE                                                  OH
      127449023                       200507          BROOKLYN                                         KINGS                                                   NY
      124903527                       200507          WHITE PLAINS                                     WESTCHESTER                                             NY
      124831066                       200507          GARLAND                                          DALLAS                                                  TX
      122524945                       200507          HENDERSON                                        HENDERSON                                               KY
      127450666                       200507          BELLMORE                                         NASSAU                                                  NY
      126773985                       200507          PRAIRIE DU ROCHER                                RANDOLPH                                                IL
      125280982                       200507          HOBART                                           LAKE                                                    IN
      125138982                       200507          MARTINSVILLE                                     MORGAN                                                  IN
      127474187                       200507          HOWARD LAKE                                      WRIGHT                                                  MN
      123780801                       200507          LAWRENCE                                         DOUGLAS                                                 KS
      126804947                       200507          ELKRIDGE                                         HOWARD                                                  MD
      122165020                       200506          PARMA                                            CUYAHOGA                                                OH
      127475747                       200507          FREEPORT                                         NASSAU                                                  NY
      124523804                       200507          LAS VEGAS                                        CLARK                                                   NV
      126806124                       200507          LANCASTER                                        LANCASTER                                               PA
      127504488                       200507          MUKILTEO                                         SNOHOMISH                                               WA
      127362440                       200507          COBB                                             LAKE                                                    CA
      126806645                       200507          FORT WAYNE                                       ALLEN                                                   IN
      125305169                       200507          SAGINAW                                          SAGINAW                                                 MI
      124929183                       200507          FORT LAUDERDALE                                  BROWARD                                                 FL
      127457083                       200507          MIDDLETOWN                                       FREDERICK                                               MD
      124970724                       200507          SAN ANTONIO                                      BEXAR                                                   TX
      127490324                       200507          MARIETTA                                         COBB                                                    GA
      125448100                       200507          LAUGHLIN                                         CLARK                                                   NV
      127279487                       200507          WOODBURY                                         GLOUCESTER                                              NJ
      125344929                       200507          NORTH HOLLYWOOD                                  LOS ANGELES                                             CA
      125614644                       200507          BAYTOWN                                          CHAMBERS                                                TX
      127309664                       200507          MARGATE                                          BROWARD                                                 FL
      127325066                       200507          WEST MILFORD                                     PASSAIC                                                 NJ
      127340628                       200507          OGDEN                                            MONROE                                                  NY
      125140228                       200507          GALENA                                           JO DAVIESS                                              IL
      123576266                       200507          ROUND ROCK                                       WILLIAMSON                                              TX
      127357788                       200507          APPLETON                                         OUTAGAMIE                                               WI
      127531069                       200507          ORELAND                                          MONTGOMERY                                              PA
      127375327                       200507          CAPE MAY                                         CAPE MAY                                                NJ
      125614867                       200507          VANCOUVER                                        CLARK                                                   WA
      127397784                       200507          OWASSO                                           TULSA                                                   OK
      127554046                       200507          CARPENTERSVILLE                                  KANE                                                    IL
      123806127                       200506          NORTH RIDGEVILLE                                 LORAIN                                                  OH
      125615062                       200507          OGDEN                                            WEBER                                                   UT
      127417822                       200507          TAMPA                                            HILLSBOROUGH                                            FL
      127418028                       200507          SEATTLE                                          KING                                                    WA
      124805821                       200507          CORPUS CHRISTI                                   NUECES                                                  TX
      124995267                       200507          MOORESTOWN                                       BURLINGTON                                              NJ
      125018929                       200507          WESTMORELAND                                     ONEIDA                                                  NY
      127590545                       200507          ROCHELLE PARK                                    BERGEN                                                  NJ
      125020024                       200507          HAWLEY                                           WAYNE                                                   PA
      125191460                       200507          CAPE CORAL                                       LEE                                                     FL
      125021386                       200507          HANOVER                                          YORK                                                    PA
      127606465                       200507          BOYERTOWN                                        BERKS                                                   PA
      125615625                       200507          MANCHESTER                                       CARROLL                                                 MD
      127608701                       200507          TRAVERSE CITY                                    GRAND TRAVERSE                                          MI
      123695066                       200507          VISALIA                                          TULARE                                                  CA
      123877987                       200506          DAYTON                                           MONTGOMERY                                              OH
      125047886                       200507          GILBERT                                          MARICOPA                                                AZ
      124545328                       200507          ARLINGTON                                        TARRANT                                                 TX
      127217206                       200507          PLAINFIELD                                       SULLIVAN                                                NH
      128514767                       200507          SPANAWAY                                         PIERCE                                                  WA
      127261063                       200507          NEW ULM                                          BROWN                                                   MN
      128174265                       200507          NORTH PALM BEACH                                 PALM BEACH                                              FL
      127302941                       200507          MT PROSPECT                                      COOK                                                    IL
      127331064                       200507          DENVER                                           DENVER                                                  CO
      125049346                       200507          ATLANTA                                          FULTON                                                  GA
      125076489                       200507          FRESNO                                           FRESNO                                                  CA
      125160945                       200507          CHANDLER                                         MARICOPA                                                AZ
      127365765                       200507          CAMAS                                            CLARK                                                   WA
      127497568                       200507          DALY CITY                                        SAN MATEO                                               CA
      127670180                       200507          SELLERSBURG                                      CLARK                                                   IN
      127547008                       200507          LUTZ                                             HILLSBOROUGH                                            FL
      127408706                       200507          SUMTER                                           SUMTER                                                  SC
      124491481                       200507          LEMONT                                           COOK                                                    IL
      127409449                       200507          ORLANDO                                          ORANGE                                                  FL
      127410645                       200507          TOMS RIVER                                       OCEAN                                                   NJ
      127691665                       200507          CARSON                                           LOS ANGELES                                             CA
      123718843                       200507          HANFORD                                          KINGS                                                   CA
      125077107                       200507          BRYAN                                            BRAZOS                                                  TX
      123530305                       200507          NEWARK                                           ESSEX                                                   NJ
      123857260                       200507          NEW CASTLE                                       BEAVER                                                  PA
      123845844                       200507          SAN ANTONIO                                      BEXAR                                                   TX
      127606580                       200507          VISALIA                                          TULARE                                                  CA
      127454684                       200507          CHESANING                                        SAGINAW                                                 MI
      124698945                       200507          NORTH PLAINFIELD                                 SOMERSET                                                NJ
      125387340                       200507          PHOENIX                                          MARICOPA                                                AZ
      123766842                       200507          LANCASTER                                        DALLAS                                                  TX
      125363903                       200507          HAMMOND                                          LAKE                                                    IN
      124827908                       200507          SKIPPACK                                         MONTGOMERY                                              PA
      127512424                       200507          BURLINGTON                                       SKAGIT                                                  WA
      127512945                       200507          LAS VEGAS                                        CLARK                                                   NV
      124974064                       200507          VANCOUVER                                        CLARK                                                   WA
      127726701                       200507          TAMPA                                            HILLSBOROUGH                                            FL
      127715589                       200507          EWA BEACH                                        HONOLULU                                                HI
      123868184                       200507          MILTON                                           SANTA ROSA                                              FL
      124828740                       200506          DAYTON                                           MONTGOMERY                                              OH
      127716546                       200507          PORT SAINT LUCIE                                 ST. LUCIE                                               FL
      127750727                       200507          ENFIELD                                          HARTFORD                                                CT
      127750842                       200507          NORWALK                                          LOS ANGELES                                             CA
      124527581                       200507          LAS VEGAS                                        CLARK                                                   NV
      125009225                       200507          READING                                          BERKS                                                   PA
      127320448                       200507          CHICAGO                                          COOK                                                    IL
      127352243                       200507          LEMONCOVE                                        TULARE                                                  CA
      127369528                       200507          WATERVILLE                                       KENNEBEC                                                ME
      125039545                       200507          BRENTWOOD                                        CONTRA COSTA                                            CA
      125039644                       200507          GRANDVIEW                                        JACKSON                                                 MO
      125252304                       200507          MAGNOLIA                                         CAMDEN                                                  NJ
      125041384                       200507          EAST BARRE                                       WASHINGTON                                              VT
      124941121                       200507          WELCOME                                          CHARLES                                                 MD
      127739787                       200507          TUCSON                                           PIMA                                                    AZ
      124941444                       200507          STOCKHOLM                                        SUSSEX                                                  NJ
      127392843                       200507          MIDDLETOWN                                       ORANGE                                                  NY
      124941527                       200507          BRADY                                            MCCULLOCH                                               TX
      127740041                       200507          WATERTOWN                                        MIDDLESEX                                               MA
      125338921                       200507          LAHAINA                                          MAUI                                                    HI
      124979907                       200507          ACWORTH                                          CHEROKEE                                                GA
      122018468                       200506          CLEVELAND                                        CUYAHOGA                                                OH
      124041187                       200507          PHOENIX                                          MARICOPA                                                AZ
      127444040                       200507          MIAMI                                            MIAMI-DADE                                              FL
      124778002                       200507          HEMET                                            RIVERSIDE                                               CA
      124642067                       200507          STATEN ISLAND                                    RICHMOND                                                NY
      127445047                       200507          LAKE WORTH                                       PALM BEACH                                              FL
      125097287                       200507          NEWPORT                                          COCKE                                                   TN
      122319882                       200507          OOSTBURG                                         SHEBOYGAN                                               WI
      121348262                       200506          HUDSON                                           SUMMIT                                                  OH
      127236909                       200507          INDEPENDENCE                                     JACKSON                                                 MO
      127495240                       200507          BROOKHAVEN                                       DELAWARE                                                PA
      127956282                       200507          BRANDON                                          HILLSBOROUGH                                            FL
      123895146                       200507          POWDER SPRINGS                                   COBB                                                    GA
      125057588                       200507          LEAVENWORTH                                      LEAVENWORTH                                             KS
      122058308                       200507          NEW WINDSOR                                      ORANGE                                                  NY
      124527920                       200507          LONGVIEW                                         GREGG                                                   TX
      125097089                       200507          NORWICH                                          CHENANGO                                                NY
      124747023                       200507          TOBYHANNA                                        MONROE                                                  PA
      127346260                       200507          PEARLAND                                         BRAZORIA                                                TX
      127688166                       200507          ELIZABETH                                        UNION                                                   NJ
      127355162                       200507          BATAVIA                                          KANE                                                    IL
      125030429                       200507          BUTLER                                           BUTLER                                                  PA
      127531465                       200507          STATEN ISLAND                                    RICHMOND                                                NY
      124984840                       200507          JACKSON HEIGHTS                                  QUEENS                                                  NY
      127706547                       200507          MIAMI                                            MIAMI-DADE                                              FL
      127533388                       200507          CHICAGO                                          COOK                                                    IL
      124985987                       200507          KISSIMMEE                                        OSCEOLA                                                 FL
      122012941                       200507          PLANO                                            COLLIN                                                  TX
      123942302                       200507          OOLOGAH                                          ROGERS                                                  OK
      124485483                       200507          CHARLOTTE                                        MECKLENBURG                                             NC
      127562866                       200507          NEW PROVIDENCE                                   LANCASTER                                               PA
      123955841                       200507          ALPHARETTA                                       FULTON                                                  GA
      125082545                       200507          DERWOOD                                          MONTGOMERY                                              MD
      122095607                       200507          WEST PALM BEACH                                  PALM BEACH                                              FL
      124831645                       200507          WILLOW SPRING                                    WAKE                                                    NC
      124492224                       200507          AUSTIN                                           TRAVIS                                                  TX
      127459469                       200507          SAINT PETERSBURG                                 PINELLAS                                                FL
      125007161                       200507          SMITHVILLE                                       BASTROP                                                 TX
      124506809                       200507          GARLAND                                          DALLAS                                                  TX
      127673549                       200507          LITTLETON                                        DOUGLAS                                                 CO
      124418468                       200507          NEW TRIPOLI                                      LEHIGH                                                  PA
      128348224                       200507          NEWTON                                           ROCKINGHAM                                              NH
      125203067                       200507          ANSONIA                                          NEW HAVEN                                               CT
      127539385                       200507          ROME CITY                                        NOBLE                                                   IN
      128385762                       200507          WEST HEMPSTEAD                                   NASSAU                                                  NY
      124383381                       200507          SAINT AUGUSTINE                                  SAINT JOHNS                                             FL
      124399122                       200507          MEMPHIS                                          SHELBY                                                  TN
      127560605                       200507          LAS VEGAS                                        CLARK                                                   NV
      127681468                       200507          INDIANAPOLIS                                     MARION                                                  IN
      127719185                       200507          WEST CHESTER                                     CHESTER                                                 PA
      124625765                       200507          PONCHA SPRINGS                                   CHAFFEE                                                 CO
      127616282                       200507          MONEE                                            WILL                                                    IL
      127642387                       200507          TUCSON                                           PIMA                                                    AZ
      127642569                       200507          MESA                                             MARICOPA                                                AZ
      127727584                       200507          WILMINGTON                                       NEW CASTLE                                              DE
      128491743                       200507          NATICK                                           MIDDLESEX                                               MA
      127728046                       200507          FORT WORTH                                       TARRANT                                                 TX
      124867300                       200507          WASHINGTON                                       DISTRICT OF COLUMBIA                                    DC
      125101261                       200507          STORMVILLE                                       DUTCHESS                                                NY
      124771544                       200507          EAST GREENWICH                                   KENT                                                    RI
      124721226                       200507          YORK SPRINGS                                     ADAMS                                                   PA
      125092841                       200507          GOODYEAR                                         MARICOPA                                                AZ
      125236042                       200507          IRVING                                           DALLAS                                                  TX
      128301447                       200507          LANCASTER                                        LOS ANGELES                                             CA
      126144807                       200507          BUXTON                                           YORK                                                    ME
      127557262                       200507          SCOTCH PLAINS                                    UNION                                                   NJ
      127749448                       200507          EDGEWOOD                                         HARFORD                                                 MD
      125101584                       200507          WHITE PLAINS                                     WESTCHESTER                                             NY
      125321489                       200507          OZARK                                            DALE                                                    AL
      127736023                       200507          ALBANY                                           ALBANY                                                  NY
      123967663                       200506          AKRON                                            SUMMIT                                                  OH
      122104060                       200506          NORTH RIDGEVILLE                                 LORAIN                                                  OH
      125168500                       200507          MONTROSE                                         WRIGHT                                                  MN
      124689365                       200507          MOUNT PLEASANT                                   ISABELLA                                                MI
      127666949                       200507          POMPANO BEACH                                    BROWARD                                                 FL
      125126367                       200507          WEST CREEK                                       OCEAN                                                   NJ
      120561840                       200507          LAKE IN THE HILLS                                MCHENRY                                                 IL
      127636801                       200507          COPIAGUE                                         SUFFOLK                                                 NY
      124706243                       200507          OXFORD                                           WARREN                                                  NJ
      125150409                       200507          KISSIMMEE                                        OSCEOLA                                                 FL
      125262766                       200507          OCALA                                            MARION                                                  FL
      127376044                       200507          GRAND RAPIDS                                     KENT                                                    MI
      124552969                       200507          MAGNOLIA                                         MONTGOMERY                                              TX
      127480101                       200507          OCKLAWAHA                                        MARION                                                  FL
      124409301                       200507          ARLINGTON                                        TARRANT                                                 TX
      128247368                       200507          WEST BEND                                        WASHINGTON                                              WI
      127713642                       200507          ROSELLE PARK                                     UNION                                                   NJ
      124758269                       200507          GLENVILLE                                        YORK                                                    PA
      112700786                       200507          ATLANTA                                          FULTON                                                  GA
      123956849                       200507          BLOOMFIELD                                       HARTFORD                                                CT
      124626649                       200507          CALEXICO                                         IMPERIAL                                                CA
      124961160                       200507          DALLAS                                           DALLAS                                                  TX


       LOANID                    ZIP            PROPERTY TYPE               UNITS           OCCUPANCY                                    PURPOSE
     -----------                -------         -------------              -------       --------------                                ------------
      128200144                  93215          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125126987                  30115          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      123949505                  96021          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      124567306                  46217          1 FAMILY                      1          OWNER OCCUPIED                                 PURCHASE
      124949181                   3820          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125127944                  75473          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124982661                   7018          2 - 4 FAM                     3          OWNER OCCUPIED                                 CASH OUT
      124982786                  46405          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125128645                  11563          1 FAMILY                      1          OWNER OCCUPIED                                 PURCHASE
      125316208                  60102          CONDO                         1          OWNER OCCUPIED                                 PURCHASE
      125003426                  46201          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      125151548                  60653          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125151746                  55417          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126351980                  30036          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124567561                  84532          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      124553900                  33009          CONDO                         1          INVESTOR                                       CASH OUT
      125234468                   7730          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125173260                  21222          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126138825                  46528          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124043183                  56001          2 - 4 FAM                     2          OWNER OCCUPIED                                 CASH OUT
      124894148                  75028          PUD                           1          OWNER OCCUPIED                                 CASH OUT
      124716507                  32506          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      125067603                  67501          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125067900                  64114          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125061804                  76543          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      125291344                  35126          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      125382747                  82609          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125194928                  11375          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125330928                  53222          2 - 4 FAM                     2          OWNER OCCUPIED                                 CASH OUT
      125437301                  33023          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124554403                  78664          1 FAMILY                      1          INVESTOR                                       CASH OUT
      124764143                  93306          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      124692328                  85307          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125085522                  95301          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127655967                  12180          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124441387                  77015          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126234509                  48161          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126304823                  12885          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      121987606                  44904          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124895384                  77379          PUD                           1          OWNER OCCUPIED                                 REFINANCE
      123987364                   7728          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125166181                   7524          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125152108                   8638          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125379669                  55421          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124454620                  77584          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124442740                  64801          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      123988446                  77489          PUD                           1          OWNER OCCUPIED                                 CASH OUT
      124454844                  75114          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      123917023                   8884          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126269042                   3818          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125213744                  32526          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125263665                  64146          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124536046                  95673          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125331504                  63031          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      120633565                   7735          1 FAMILY                      1          OWNER OCCUPIED                                 PURCHASE
      127004208                  29212          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      128384203                  34610          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      125709725                   8757          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125709907                  84663          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125710129                  46721          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125297622                  10512          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127005742                  48059          CONDO                         1          OWNER OCCUPIED                                 REFINANCE
      125740589                  64068          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125441220                  33313          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125456129                  36109          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      125263749                  48867          1 FAMILY                      1          INVESTOR                                       CASH OUT
      124758160                  85032          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126261148                  56048          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      123988727                  15026          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127628220                   7621          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126294222                  29414          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124683665                  45459          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125297663                  85730          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      122620404                  45810          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      122620669                  44141          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      121585442                  44130          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125219683                  32819          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125238683                  98683          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126860881                  93314          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      121229967                  82240          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      122092166                  44092          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      127518405                  12921          1 FAMILY                      1          INVESTOR                                       CASH OUT
      127474641                  66048          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126630227                  67149          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126630342                  32220          PUD                           1          OWNER OCCUPIED                                 REFINANCE
      126630649                  85939          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126892900                  60129          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127110245                  53227          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      126419928                  62269          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126992783                   8857          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126436161                  34685          PUD                           1          OWNER OCCUPIED                                 CASH OUT
      127487841                   8520          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127746147                  21221          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126994466                  92649          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126653625                  33311          1 FAMILY                      1          INVESTOR                                       REFINANCE
      127023745                  93215          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126675826                  95838          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126687128                  97217          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126918747                   7747          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126687284                  33437          PUD                           1          OWNER OCCUPIED                                 CASH OUT
      126536366                  38655          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126698265                  92882          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125666305                  55317          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126553387                  33709          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      121868640                  78130          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      121761167                  45784          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126945765                  19038          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125666867                  48529          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126360502                  11233          2 - 4 FAM                     2          OWNER OCCUPIED                                 CASH OUT
      126360700                  19709          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      126361021                  49464          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126965763                  48135          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126810449                   1832          2 - 4 FAM                     2          OWNER OCCUPIED                                 CASH OUT
      126997741                  85302          PUD                           1          OWNER OCCUPIED                                 CASH OUT
      126388321                  34453          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127227486                  85225          PUD                           1          OWNER OCCUPIED                                 CASH OUT
      125521625                  18018          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126414945                  46614          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125497164                  73505          1 FAMILY                      1          INVESTOR                                       CASH OUT
      124114901                  75093          PUD                           1          OWNER OCCUPIED                                 CASH OUT
      125259861                  20601          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125734483                   7442          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126357144                  34203          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      121610323                  11563          1 FAMILY                      1          OWNER OCCUPIED                                 PURCHASE
      127013803                  32653          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125750760                  32779          PUD                           1          OWNER OCCUPIED                                 REFINANCE
      127628006                  92544          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125765909                  18104          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126738780                   4001          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125767046                  33172          CONDO                         1          OWNER OCCUPIED                                 CASH OUT
      127251148                  48186          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      124940180                  33442          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126790328                  92234          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126413467                  21740          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125982280                  54914          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      125280040                   3839          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125464867                  30144          PUD                           1          OWNER OCCUPIED                                 REFINANCE
      125818641                  89102          CONDO                         1          OWNER OCCUPIED                                 CASH OUT
      127665149                  33068          CONDO                         1          OWNER OCCUPIED                                 CASH OUT
      126363761                  19701          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126874700                  93930          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126451707                  64068          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      125338285                  38601          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      126628106                  98662          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126480425                  12828          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126628387                  93280          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125992602                  60476          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125399865                  46052          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126377506                  21229          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126685841                  33777          CONDO                         1          OWNER OCCUPIED                                 CASH OUT
      127009785                  63125          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      127125466                  46567          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      126378462                  11103          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126004001                  32164          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127010486                   6074          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126501741                  64098          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125437707                  75068          PUD                           1          OWNER OCCUPIED                                 CASH OUT
      125373449                   1106          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126516665                  77301          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125243865                  91342          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126533967                  85741          PUD                           1          OWNER OCCUPIED                                 CASH OUT
      124986506                  98003          CONDO                         1          OWNER OCCUPIED                                 PURCHASE
      125461228                   6457          2 - 4 FAM                     2          OWNER OCCUPIED                                 CASH OUT
      126551308                  53151          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126551324                  34689          PUD                           1          OWNER OCCUPIED                                 CASH OUT
      121239180                  77338          1 FAMILY                      1          OWNER OCCUPIED                                 PURCHASE
      125452045                  20707          CONDO                         1          OWNER OCCUPIED                                 CASH OUT
      125167668                  60644          2 - 4 FAM                     2          OWNER OCCUPIED                                 CASH OUT
      125253906                  29078          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124516386                  62002          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125883322                  85048          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125884122                  94044          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125893628                  18610          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127530400                   8081          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      125027268                   7731          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125040501                  47304          1 FAMILY                      1          SECOND HOME                                    CASH OUT
      125664763                  77449          PUD                           1          OWNER OCCUPIED                                 CASH OUT
      126355841                  49710          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126355965                  32738          1 FAMILY                      1          OWNER OCCUPIED                                 PURCHASE
      125719849                  60018          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125991828                   8081          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125763425                  64131          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126357425                  28269          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      125811042                  20794          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125466789                  11789          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125812164                  34442          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125630285                  60543          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125812784                  30088          1 FAMILY                      1          SECOND HOME                                    REFINANCE
      127759561                  20716          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126390665                  33707          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125782144                  19152          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126034388                  46368          2 - 4 FAM                     2          OWNER OCCUPIED                                 CASH OUT
      126062322                  46311          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      123802787                  45245          CONDO                         1          OWNER OCCUPIED                                 CASH OUT
      123310526                  72223          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126391903                  14624          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124577966                  21117          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125074641                  60302          CONDO                         1          OWNER OCCUPIED                                 CASH OUT
      126411727                  66061          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125821306                  34788          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127762128                  11978          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      125225128                  30040          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124710260                  66618          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126914480                  11373          2 - 4 FAM                     2          OWNER OCCUPIED                                 CASH OUT
      125090662                  98682          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125103309                  37912          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127288447                   8759          PUD                           1          OWNER OCCUPIED                                 CASH OUT
      126362128                   8822          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126923820                  94585          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125091629                  97116          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124959289                  18018          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127307627                   3303          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124312463                  76574          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125104463                  34609          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124582503                  96761          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124279563                  77045          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      121491583                  37221          1 FAMILY                      1          OWNER OCCUPIED                                 PURCHASE
      127589422                  92557          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126998525                  77076          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125113001                  11596          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125113167                  34758          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      123632325                  97062          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126985787                  30126          PUD                           1          OWNER OCCUPIED                                 REFINANCE
      124540865                  31639          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124605924                  76020          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127018026                  95762          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      123134181                  37620          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      123861627                  44130          1 FAMILY                      1          INVESTOR                                       REFINANCE
      127018323                  32905          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126474527                  77477          PUD                           1          OWNER OCCUPIED                                 CASH OUT
      126489368                  33030          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126490002                  12603          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125380667                  92064          PUD                           1          OWNER OCCUPIED                                 CASH OUT
      126504968                   8069          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125133421                  78154          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127708345                  11784          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126363621                  48342          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126364165                  13416          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125767848                  17961          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125768044                  32533          PUD                           1          OWNER OCCUPIED                                 REFINANCE
      124078122                   8865          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125323626                  36116          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126365345                  34744          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126539584                  77477          PUD                           1          OWNER OCCUPIED                                 CASH OUT
      127046423                  11717          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      125134320                  11003          1 FAMILY                      1          OWNER OCCUPIED                                 PURCHASE
      126365949                  35211          1 FAMILY                      1          INVESTOR                                       CASH OUT
      123445447                  75224          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125820845                  18353          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125821488                  17350          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126383884                   6606          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      126385061                   1844          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126385285                  11590          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125157024                  95209          2 - 4 FAM                     2          OWNER OCCUPIED                                 CASH OUT
      125157065                  32812          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126409804                   8865          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125410324                  75067          1 FAMILY                      1          OWNER OCCUPIED                                 PURCHASE
      126430768                  92553          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125158220                   7502          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126431584                   2839          2 - 4 FAM                     4          INVESTOR                                       CASH OUT
      122835440                  45238          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      122847486                  75019          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      122606460                  11722          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      124598608                  93305          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      121623383                  78163          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127048544                  29575          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126773423                  95355          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125380923                  95624          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      127756781                  32216          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127757201                   8807          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127077626                  93552          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      126563048                   3867          2 - 4 FAM                     2          OWNER OCCUPIED                                 CASH OUT
      127757722                  74133          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      127758183                  64131          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127079069                  18058          PUD                           1          OWNER OCCUPIED                                 CASH OUT
      123899544                  61061          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125432963                  97005          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126055623                  95379          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127079820                  84058          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126359223                  32724          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125649947                  32703          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125665844                  33193          PUD                           1          OWNER OCCUPIED                                 CASH OUT
      126359421                   8332          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125678045                  75462          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125208421                  14485          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      125645721                  75080          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126359785                  48519          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125720623                   3275          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      126854884                  30040          PUD                           1          OWNER OCCUPIED                                 REFINANCE
      125497727                  60042          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125367524                  91340          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      126381722                  19007          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125763623                   7205          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126382704                  21740          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126406008                  46403          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125764746                  60178          CONDO                         1          OWNER OCCUPIED                                 CASH OUT
      126406669                  98831          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      121416804                  45247          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125778209                  33948          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127792026                  32779          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125793349                  80122          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      124430208                  93458          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126143486                  77015          PUD                           1          OWNER OCCUPIED                                 CASH OUT
      127100329                  11726          CONDO                         1          OWNER OCCUPIED                                 CASH OUT
      126408368                  30314          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125345983                  49120          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      125543843                  55337          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      123846867                  85713          1 FAMILY                      1          OWNER OCCUPIED                                 PURCHASE
      126684166                  73099          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125832147                   2155          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      122589401                  64111          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      125832568                  64804          1 FAMILY                      1          INVESTOR                                       CASH OUT
      122601727                  29020          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126434224                  75418          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126434588                  95826          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127933240                  46131          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      122237027                  90002          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125568469                  12866          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125326165                  76020          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      123210643                  43203          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      127124683                  11782          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      122651888                  53045          1 FAMILY                      1          OWNER OCCUPIED                                 PURCHASE
      123259046                   7083          2 - 4 FAM                     2          OWNER OCCUPIED                                 CASH OUT
      125583229                  92507          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125595447                  33972          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126204965                   3461          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125607523                  86314          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      126219229                   7013          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124477704                  77469          PUD                           1          OWNER OCCUPIED                                 CASH OUT
      126220482                  64015          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124510421                  97448          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124686460                  89156          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124781584                  84088          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      125209528                  60041          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125634642                  34452          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125634741                  33442          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125433086                  95648          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125358804                  65065          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126371608                  33935          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126371921                  32780          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126373505                  21740          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126373729                  30041          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      123261703                  44001          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125635847                  37803          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126374248                  34669          PUD                           1          OWNER OCCUPIED                                 CASH OUT
      126374669                  30088          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      126374768                   7058          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125631721                  34208          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125259507                  62010          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126450345                  19116          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126403187                   3266          1 FAMILY                      1          OWNER OCCUPIED                                 PURCHASE
      126403609                  20746          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      125288621                  97217          1 FAMILY                      1          INVESTOR                                       CASH OUT
      128531886                   1104          2 - 4 FAM                     2          INVESTOR                                       CASH OUT
      126481647                  17522          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126404904                  98042          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      125651844                  64080          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      128532389                  11722          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      126427863                  85323          PUD                           1          OWNER OCCUPIED                                 CASH OUT
      127849701                  64053          1 FAMILY                      1          INVESTOR                                       CASH OUT
      124609520                  73401          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125414185                  21224          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125741827                   1109          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126477124                  67422          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125787283                  32750          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124565748                   7306          2 - 4 FAM                     2          OWNER OCCUPIED                                 REFINANCE
      127180826                  37087          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      128313384                  54027          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127181444                  32955          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125827444                  55924          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127182327                   4330          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125827543                   1077          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126544287                  94561          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      123315020                   7524          2 - 4 FAM                     3          INVESTOR                                       CASH OUT
      122862642                  91331          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127157089                  17584          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      125674689                  36832          1 FAMILY                      1          OWNER OCCUPIED                                 PURCHASE
      126563840                  11717          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      124414129                  32046          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124719329                  13601          2 - 4 FAM                     2          INVESTOR                                       CASH OUT
      127203206                  98387          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      121934202                  45242          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125697862                  98513          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127465607                  91748          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127759140                  30563          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125698340                  34695          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      125634063                  48167          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      122635527                   8611          1 FAMILY                      1          OWNER OCCUPIED                                 PURCHASE
      122607922                  43065          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      121616569                  33703          1 FAMILY                      1          OWNER OCCUPIED                                 PURCHASE
      126559202                   8080          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      127965689                  46237          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124807942                  89130          1 FAMILY                      1          OWNER OCCUPIED                                 PURCHASE
      127966547                  36027          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125684225                  33016          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125698647                  76513          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125631648                  32907          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127037927                  30318          1 FAMILY                      1          INVESTOR                                       CASH OUT
      125698969                  30114          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      125672501                   3064          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125588921                  96002          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126368562                  34731          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127059921                  46168          PUD                           1          OWNER OCCUPIED                                 CASH OUT
      127232726                  31324          PUD                           1          OWNER OCCUPIED                                 CASH OUT
      125762401                  38135          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124576281                  11772          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125807321                  89032          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127233427                  12578          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126398684                  75225          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126723543                  48005          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      123282949                  32784          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127109866                   8865          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126747724                  64014          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125848325                  33127          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124746280                  10980          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125828509                  49085          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      122709520                   8361          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      122709884                  73071          CONDO                         1          OWNER OCCUPIED                                 PURCHASE
      125872903                  91745          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125873604                  95351          1 FAMILY                      1          INVESTOR                                       CASH OUT
      122730880                   2747          1 FAMILY                      1          OWNER OCCUPIED                                 PURCHASE
      125898205                   2920          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      122731524                  43106          1 FAMILY                      1          OWNER OCCUPIED                                 PURCHASE
      124360389                   8609          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      122754989                  78028          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127776060                   4061          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127776185                  15202          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124100504                   3445          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      125899542                   2889          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      122648983                  94568          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      127275964                  13031          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127276087                  34788          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125941229                  11357          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126506120                  55024          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      125944447                  11208          2 - 4 FAM                     2          OWNER OCCUPIED                                 CASH OUT
      122400740                  30143          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      127904100                  63031          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125839860                  78756          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125840603                  32514          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125841064                  95358          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127954147                  17345          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      127667301                  60446          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124189788                  95367          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127683928                  90650          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127001345                  85707          PUD                           1          OWNER OCCUPIED                                 CASH OUT
      127956464                  11706          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125335869                  37757          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125779249                  11793          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125866061                  76010          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125888008                  11967          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127002343                   6375          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127721744                  63376          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125780825                  12308          2 - 4 FAM                     2          INVESTOR                                       CASH OUT
      122029069                  76548          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      125636308                   7450          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      128055084                  66605          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      128055423                  32174          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125396044                  48144          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125915009                   6606          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124232042                   8016          1 FAMILY                      1          INVESTOR                                       CASH OUT
      125261180                  78015          PUD                           1          OWNER OCCUPIED                                 CASH OUT
      128456225                  34952          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      127300101                  47331          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      122248180                  90002          1 FAMILY                      1          OWNER OCCUPIED                                 PURCHASE
      126034008                  92691          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125842328                  28348          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127968303                   7106          1 FAMILY                      1          INVESTOR                                       CASH OUT
      122785660                   7070          2 - 4 FAM                     2          OWNER OCCUPIED                                 CASH OUT
      126355403                  33563          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      126369446                  78736          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      128478104                  18343          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126370261                  54303          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126942341                  85282          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125660001                  75244          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124774720                  84123          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125154245                  19422          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      122482284                  80814          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127614063                   2026          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      125469502                  33434          CONDO                         1          INVESTOR                                       CASH OUT
      125868547                  12144          2 - 4 FAM                     2          OWNER OCCUPIED                                 CASH OUT
      127325900                  66062          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125869388                  47203          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      128042207                  35803          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      123302200                   3581          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125890947                  49505          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      120635321                  44310          1 FAMILY                      1          INVESTOR                                       PURCHASE
      124789801                  35222          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125892521                  37421          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125644401                   7601          2 - 4 FAM                     2          OWNER OCCUPIED                                 CASH OUT
      126943885                  11233          2 - 4 FAM                     2          OWNER OCCUPIED                                 CASH OUT
      125678144                  95215          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      122819188                   2703          1 FAMILY                      1          OWNER OCCUPIED                                 PURCHASE
      125924142                  73750          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126418664                  34442          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      128102522                  64015          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126418821                  60439          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127328300                  60641          CONDO                         1          OWNER OCCUPIED                                 CASH OUT
      125953646                  38654          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126967322                  21849          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125954222                  20707          CONDO                         1          OWNER OCCUPIED                                 CASH OUT
      126442342                  85345          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127993269                  30310          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125956540                  78026          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      123441941                  93030          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      128019163                  95826          CONDO                         1          OWNER OCCUPIED                                 CASH OUT
      125685842                  80234          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125815142                  13088          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      123459000                   6708          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125968461                  94131          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      123141400                  15642          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      128415221                  33884          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125686345                   8012          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125835462                  75126          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      122292485                  55119          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125707364                  95336          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125707380                  98406          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      125707505                  10960          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      125838607                  33612          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125862045                  21234          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126880525                   7726          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125708404                  32250          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125884668                  77581          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      126891944                  15642          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125461525                  32796          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125885665                  78612          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125885780                  78664          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      126021260                  32503          CONDO                         1          INVESTOR                                       CASH OUT
      125886184                  78250          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125709303                  33032          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      128098647                  33409          CONDO                         1          OWNER OCCUPIED                                 CASH OUT
      125461764                  77478          PUD                           1          OWNER OCCUPIED                                 CASH OUT
      128460706                  85050          CONDO                         1          OWNER OCCUPIED                                 PURCHASE
      123287401                  44708          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      127960961                  19713          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126759943                  19147          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126458389                  96055          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125910562                  11575          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125910786                   2120          CONDO                         1          OWNER OCCUPIED                                 CASH OUT
      124869660                  34221          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126459585                   7076          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125912345                  84118          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      126781780                  80013          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127990687                  98020          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      125938464                  10973          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126459726                   7111          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126815661                  53202          2 - 4 FAM                     2          OWNER OCCUPIED                                 CASH OUT
      118728062                  44095          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      128508181                  32082          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      125833582                  75150          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125833806                   2896          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125834580                  20902          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126816545                  79121          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125857862                  50588          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      128015229                   1887          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125858423                  37075          1 FAMILY                      1          INVESTOR                                       CASH OUT
      127954220                   2148          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124931262                  31023          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127657161                  21220          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      122783889                  44260          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124870684                  33919          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126484765                   8260          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127023067                  92028          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      126854801                  37086          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126212729                  60410          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      128435849                  85204          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126485382                  32258          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126213321                  60012          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125906503                  64801          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      125906867                  92557          CONDO                         1          OWNER OCCUPIED                                 CASH OUT
      125907303                  86314          1 FAMILY                      1          INVESTOR                                       CASH OUT
      125269043                  33527          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127971489                   2879          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125908285                  89128          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      121660021                  60525          1 FAMILY                      1          OWNER OCCUPIED                                 PURCHASE
      127701282                  30060          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127972966                   8070          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125324582                  31537          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125936161                  85224          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127658144                  27205          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125936286                  34761          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      125962340                  85021          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125962746                  98375          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      122876469                   6033          1 FAMILY                      1          OWNER OCCUPIED                                 PURCHASE
      125828483                  66502          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126368208                  48015          1 FAMILY                      1          SECOND HOME                                    REFINANCE
      125855643                  95630          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126440460                  78363          1 FAMILY                      1          INVESTOR                                       CASH OUT
      122900103                  14724          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126441088                  32025          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126555846                  33063          CONDO                         1          OWNER OCCUPIED                                 CASH OUT
      126410281                  18102          2 - 4 FAM                     2          OWNER OCCUPIED                                 CASH OUT
      126423482                  10956          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      122294200                   5155          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125880724                  85310          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126493808                  64110          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125881821                  11566          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125634840                  32127          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      126494368                  27504          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125902965                  10983          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      120796149                  77379          PUD                           1          OWNER OCCUPIED                                 CASH OUT
      128073129                   8110          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125903484                  33023          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      120123880                  98604          PUD                           1          OWNER OCCUPIED                                 CASH OUT
      126927904                  85013          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      128103520                  46219          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      126519180                   7621          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126519305                  33467          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127791788                  18103          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124109141                  33611          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125790626                  79107          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125790840                  20748          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125791061                  97527          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      126928167                  60540          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125905786                  28405          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      124135807                  13027          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125116582                  12729          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126928688                  60504          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126472067                  95212          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      123212045                  34758          PUD                           1          OWNER OCCUPIED                                 CASH OUT
      126472208                  75703          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      126612548                  98390          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124510926                   6512          1 FAMILY                      1          OWNER OCCUPIED                                 PURCHASE
      127957462                  21401          PUD                           1          OWNER OCCUPIED                                 CASH OUT
      125492306                  34293          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125479501                  33434          CONDO                         1          INVESTOR                                       CASH OUT
      121938229                  74012          1 FAMILY                      1          OWNER OCCUPIED                                 PURCHASE
      126556380                  14424          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125933648                  90680          CONDO                         1          OWNER OCCUPIED                                 CASH OUT
      127978583                  46121          1 FAMILY                      1          INVESTOR                                       REFINANCE
      126501527                  21601          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      122615529                  20910          CONDO                         1          OWNER OCCUPIED                                 CASH OUT
      128135142                  32250          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125740282                  19464          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126628767                  92707          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      128173309                  92382          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      128185808                  94561          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124611286                  75211          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124638065                  94603          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124431362                   4210          2 - 4 FAM                     3          INVESTOR                                       CASH OUT
      125831420                  79935          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126538784                  93620          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125831461                  84062          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125831867                  60655          2 - 4 FAM                     2          OWNER OCCUPIED                                 CASH OUT
      125852087                  30655          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      125852467                  95825          CONDO                         1          OWNER OCCUPIED                                 CASH OUT
      124262304                  33584          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      126574508                  33176          CONDO                         1          OWNER OCCUPIED                                 CASH OUT
      126540343                  60639          2 - 4 FAM                     2          OWNER OCCUPIED                                 CASH OUT
      126937861                   2124          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124265042                  75056          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126422765                  49505          1 FAMILY                      1          OWNER OCCUPIED                                 PURCHASE
      124755323                  29154          1 FAMILY                      1          OWNER OCCUPIED                                 PURCHASE
      125877183                  21122          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      120966288                  79604          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125305789                  76010          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126956309                  11710          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126642420                  30252          PUD                           1          OWNER OCCUPIED                                 CASH OUT
      126446608                   8204          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126446921                  78028          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      121115901                  37659          1 FAMILY                      1          OWNER OCCUPIED                                 PURCHASE
      125877548                  20708          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125414607                  78250          PUD                           1          INVESTOR                                       CASH OUT
      125460980                  60629          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125411207                  37804          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      127212348                  17404          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125807784                  90660          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126992221                  30064          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125878868                  35212          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127213163                  18702          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125453928                  85236          PUD                           1          OWNER OCCUPIED                                 CASH OUT
      126480185                   2914          2 - 4 FAM                     3          OWNER OCCUPIED                                 CASH OUT
      125492702                  80918          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      125491803                  35810          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127159820                  91384          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      122723786                  45218          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126503960                  47356          1 FAMILY                      1          OWNER OCCUPIED                                 PURCHASE
      126504125                  54914          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125206342                  93001          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125919084                  12860          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125919209                  77546          PUD                           1          OWNER OCCUPIED                                 CASH OUT
      125310904                  95842          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126976240                  86303          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      125922088                  11706          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126977305                  34233          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124497769                  35640          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      122782527                  91977          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126534700                  92320          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125950006                  91786          CONDO                         1          OWNER OCCUPIED                                 CASH OUT
      125318600                  47129          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126468727                   2141          CONDO                         1          OWNER OCCUPIED                                 CASH OUT
      126469584                  64150          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126469907                  19608          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126470160                  94592          1 FAMILY                      1          OWNER OCCUPIED                                 PURCHASE
      125952366                  75209          CONDO                         1          OWNER OCCUPIED                                 CASH OUT
      125439026                  60453          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127238368                  56129          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126497544                  48855          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127260065                  12594          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126103027                  80817          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      128424587                  33569          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      122647225                  45231          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      126451285                  19508          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125267708                  50310          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      122736606                  75074          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      122592728                  20774          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      122129448                  30039          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      123906281                  29316          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124512765                  44130          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      122854342                  97341          1 FAMILY                      1          INVESTOR                                       REFINANCE
      124573361                  44314          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126510247                   6360          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125186700                  33322          CONDO                         1          OWNER OCCUPIED                                 CASH OUT
      125433722                  20032          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126542026                  96792          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126542463                  92392          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125492785                  17315          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      125466169                  37207          1 FAMILY                      1          SECOND HOME                                    CASH OUT
      126173384                  94066          CONDO                         1          OWNER OCCUPIED                                 CASH OUT
      126706803                  12553          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      126436864                  11355          1 FAMILY                      1          OWNER OCCUPIED                                 PURCHASE
      123404980                  63601          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      125289900                   7419          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125390385                  98031          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126198647                  60641          2 - 4 FAM                     2          OWNER OCCUPIED                                 CASH OUT
      123427403                  62040          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127881381                  53405          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      125017269                   8052          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126462225                  14424          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      123978108                  65459          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      122804586                   6762          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      128296043                   6606          CONDO                         1          OWNER OCCUPIED                                 CASH OUT
      119586469                  15003          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      125125302                   6002          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      125660241                  60643          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125675769                  21702          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124026469                  85928          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      122825623                  19711          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      125691568                   8003          PUD                           1          OWNER OCCUPIED                                 CASH OUT
      124444506                  36340          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125717884                   7086          2 - 4 FAM                     2          OWNER OCCUPIED                                 CASH OUT
      127757664                   7646          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124387226                  37411          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125735068                  92881          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      123305948                  43068          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127977007                  35216          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125759886                  19713          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127775609                   4217          1 FAMILY                      1          INVESTOR                                       CASH OUT
      127775682                   4217          1 FAMILY                      1          INVESTOR                                       CASH OUT
      127775740                   4217          1 FAMILY                      1          INVESTOR                                       CASH OUT
      126221944                   7018          2 - 4 FAM                     3          OWNER OCCUPIED                                 CASH OUT
      124103680                   8835          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      123319782                   8068          1 FAMILY                      1          OWNER OCCUPIED                                 PURCHASE
      124134180                  11949          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      122419864                  44305          2 - 4 FAM                     2          INVESTOR                                       CASH OUT
      126237601                  55316          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126522820                  85742          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      125823302                  35764          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125824441                  64804          1 FAMILY                      1          INVESTOR                                       REFINANCE
      124160946                  93036          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125824946                  30116          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      125520064                  93230          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      127312221                   2817          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125063487                  50310          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125278705                  17013          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      128054343                   1876          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124760281                  76123          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      126527001                  28655          1 FAMILY                      1          OWNER OCCUPIED                                 PURCHASE
      126432780                  20743          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124211947                  20032          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      128082146                  47172          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      126456680                  89408          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      122918261                  78521          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126457027                  13477          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125873802                  63011          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      124740507                  77429          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124246802                  37363          1 FAMILY                      1          OWNER OCCUPIED                                 PURCHASE
      125875682                   3894          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      126481423                  92345          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127460707                  97056          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125876300                  33455          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126482306                  11706          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125565242                  60628          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125578526                  95051          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      123401622                   2360          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      124988205                  92844          PUD                           1          OWNER OCCUPIED                                 CASH OUT
      124703265                  73401          1 FAMILY                      1          INVESTOR                                       CASH OUT
      126512128                  14425          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      122849326                  52577          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125926642                  17501          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      119814523                  45385          1 FAMILY                      1          OWNER OCCUPIED                                 PURCHASE
      125504928                  98597          1 FAMILY                      1          INVESTOR                                       REFINANCE
      125927707                  75180          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      123955783                  45251          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      125590687                  63052          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126547124                  98284          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124906082                  32806          CONDO                         1          OWNER OCCUPIED                                 CASH OUT
      126374602                  60629          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125591321                  17517          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126999523                  94534          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125958108                  66021          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      125602284                  90044          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      126426840                  92571          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124906868                   7823          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126442102                  37932          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125602847                  38004          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125959965                   2830          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125603282                  33066          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      120209127                  44820          1 FAMILY                      1          OWNER OCCUPIED                                 PURCHASE
      127030609                  19707          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      122919848                   8036          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125625848                   8824          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127031185                  64014          1 FAMILY                      1          INVESTOR                                       CASH OUT
      125627042                  19966          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127312569                   8016          1 FAMILY                      1          INVESTOR                                       CASH OUT
      124129206                  75480          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124129404                  31301          1 FAMILY                      1          OWNER OCCUPIED                                 PURCHASE
      124938143                  30311          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126747005                  20623          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125639567                  30040          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124854662                  74114          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124157884                  86401          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125269860                  34429          PUD                           1          OWNER OCCUPIED                                 CASH OUT
      124997768                   4259          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      121732242                  72901          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124438888                  93257          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      126747989                  95370          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      124349804                  94607          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      127313468                  19046          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      119513968                  45424          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      124078304                   6365          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124192881                  82935          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124209982                  21117          CONDO                         1          OWNER OCCUPIED                                 CASH OUT
      125641761                  11580          1 FAMILY                      1          OWNER OCCUPIED                                 PURCHASE
      125641787                  17065          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125799866                  95328          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125505388                  80701          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      123154502                  60107          CONDO                         1          OWNER OCCUPIED                                 PURCHASE
      124754581                  48301          CONDO                         1          OWNER OCCUPIED                                 REFINANCE
      124856709                  50401          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      125880120                   8012          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125507681                   4668          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125664524                  65109          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      124080987                  44062          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125508382                  75149          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125909960                  34472          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125664862                  30083          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126794304                  33055          PUD                           1          OWNER OCCUPIED                                 CASH OUT
      125974527                  77598          PUD                           1          OWNER OCCUPIED                                 CASH OUT
      119280303                  43502          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126794940                  94606          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126815349                  55420          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125284463                  19111          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125284844                  84075          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      125665760                  77084          1 FAMILY                      1          OWNER OCCUPIED                                 PURCHASE
      125976761                  12025          1 FAMILY                      1          SECOND HOME                                    CASH OUT
      125980581                  33880          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124117185                   1603          CONDO                         1          OWNER OCCUPIED                                 PURCHASE
      122962061                  98270          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      125995100                  33411          1 FAMILY                      1          INVESTOR                                       CASH OUT
      125997544                  79414          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124823303                  33981          1 FAMILY                      1          SECOND HOME                                    REFINANCE
      125996389                   3054          CONDO                         1          OWNER OCCUPIED                                 CASH OUT
      125929448                  34608          1 FAMILY                      1          INVESTOR                                       CASH OUT
      125691964                  71111          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      126018142                  98233          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      122636764                  45335          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126018365                  89074          PUD                           1          OWNER OCCUPIED                                 REFINANCE
      126019389                  85086          PUD                           1          OWNER OCCUPIED                                 CASH OUT
      126019629                  73160          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125466466                  33712          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126040542                  76002          1 FAMILY                      1          OWNER OCCUPIED                                 PURCHASE
      127925683                  55069          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126903442                   8610          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126578749                   3864          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124873423                  64093          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      123397622                  89451          CONDO                         1          OWNER OCCUPIED                                 CASH OUT
      126041565                  85710          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125969469                   8069          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125982009                  76651          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126547603                  95678          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125474361                   6351          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125484261                  77018          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126059682                  19720          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      122805922                  44319          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      125412528                  33772          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125343103                  93004          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      125999342                  61843          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126516962                  60629          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125457606                  76065          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125419788                  33063          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126062041                  21921          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127649127                   8611          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127845147                  33169          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126063122                   7480          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125450387                  42503          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      122858483                  31410          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      126170802                  93247          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      125114124                   8759          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      123209447                  48867          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      126171347                  34221          PUD                           1          OWNER OCCUPIED                                 REFINANCE
      125484428                  77076          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126651363                   4217          1 FAMILY                      1          INVESTOR                                       CASH OUT
      125694281                   8724          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127765766                  61802          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125833087                  53089          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125833889                  50325          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126996404                  92231          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125875724                   1754          CONDO                         1          OWNER OCCUPIED                                 CASH OUT
      125719708                  75686          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125890905                  83713          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      125514984                  85715          CONDO                         1          OWNER OCCUPIED                                 CASH OUT
      125528984                  67217          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125529826                  10548          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127027100                  92506          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125530089                  77706          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125530386                  21629          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126632926                   3838          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125531103                  21114          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      128035888                  31021          1 FAMILY                      1          OWNER OCCUPIED                                 PURCHASE
      124721341                  13601          2 - 4 FAM                     3          INVESTOR                                       CASH OUT
      124737305                  46219          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      125987909                  11735          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      124748807                   6798          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      128058724                  32940          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126009521                  37865          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      123501769                  60618          2 - 4 FAM                     2          OWNER OCCUPIED                                 CASH OUT
      126399245                  17512          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126011808                  75149          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126476084                   6377          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126476142                   7757          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126668441                  65674          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126476860                  17404          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124772641                  30215          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      124773540                  98409          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      125278481                  75070          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125383729                  92301          1 FAMILY                      1          OWNER OCCUPIED                                 PURCHASE
      126033844                   4537          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125392621                  93711          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124600081                  96746          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126513985                   7017          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126053982                  32808          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126054022                  81004          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      124351560                  76712          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      123885782                  45344          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126055086                  10992          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126567106                  33314          CONDO                         1          OWNER OCCUPIED                                 CASH OUT
      126567221                  41472          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126056449                  96791          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124006883                   4258          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124016981                  28115          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      124810383                   8812          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126082486                  21042          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      128371069                  90807          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126082643                  98223          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      124055666                  93927          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126552082                  19701          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126082866                   7076          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126570944                  55413          2 - 4 FAM                     2          OWNER OCCUPIED                                 CASH OUT
      125554964                   8876          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126571603                  21229          1 FAMILY                      1          OWNER OCCUPIED                                 PURCHASE
      123312365                  85308          PUD                           1          OWNER OCCUPIED                                 PURCHASE
      123312381                  92551          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      125869768                  35802          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124663261                  11507          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125896167                  55404          CONDO                         1          OWNER OCCUPIED                                 PURCHASE
      126573146                  60534          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126573245                  57703          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125896522                  53215          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      126703727                  46239          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125907584                  12019          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      122571649                   2721          1 FAMILY                      1          OWNER OCCUPIED                                 PURCHASE
      124171505                  76431          1 FAMILY                      1          SECOND HOME                                    PURCHASE
      125576264                  77047          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125801944                  11710          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124741281                   6370          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124173469                  76712          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124193889                  89015          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124703927                  59501          1 FAMILY                      1          OWNER OCCUPIED                                 PURCHASE
      125226423                  89107          CONDO                         1          OWNER OCCUPIED                                 CASH OUT
      124735465                  60620          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126931906                  48021          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126931963                  21222          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126743103                  77581          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124195561                  12061          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      122300668                  45068          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      124450321                   6770          CONDO                         1          OWNER OCCUPIED                                 CASH OUT
      126953769                  18301          PUD                           1          OWNER OCCUPIED                                 REFINANCE
      128329968                  60099          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      120230529                  76053          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      122026164                  21919          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      123832743                   3461          1 FAMILY                      1          OWNER OCCUPIED                                 PURCHASE
      125802967                  92260          CONDO                         1          OWNER OCCUPIED                                 REFINANCE
      125803221                  93230          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125605022                  76085          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125279620                  84097          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126002021                  12019          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125803700                  89101          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126002708                  20714          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124776980                   6770          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125606582                  93202          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124857822                   1841          1 FAMILY                      1          OWNER OCCUPIED                                 PURCHASE
      124265489                   8110          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126670629                  66223          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125607846                  19119          2 - 4 FAM                     2          OWNER OCCUPIED                                 REFINANCE
      124858820                   8817          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126671221                  77539          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125343301                  53036          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      122979560                  44313          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126030824                  10512          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124849480                  32092          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126764026                  77573          1 FAMILY                      1          OWNER OCCUPIED                                 PURCHASE
      126672146                  21060          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126764307                   2189          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127039303                  37721          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      124621244                  44116          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125403261                  30052          PUD                           1          OWNER OCCUPIED                                 CASH OUT
      126699925                  12182          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124004409                  55343          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126701226                  30125          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126053008                  33761          CONDO                         1          OWNER OCCUPIED                                 PURCHASE
      122830763                  45042          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126053206                  92883          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127792844                  60091          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124645169                   3031          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126703206                  20745          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124658923                  48072          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124659665                  76504          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124105305                  72712          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126765700                  75007          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125451740                  89120          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126079748                  31419          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126765882                  20784          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126581461                  30106          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      124123506                  13757          1 FAMILY                      1          OWNER OCCUPIED                                 PURCHASE
      124667700                  84043          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      125491845                  32824          PUD                           1          OWNER OCCUPIED                                 CASH OUT
      126113323                  30152          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      124641507                  48150          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125443762                  19341          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      128047743                  33460          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125848465                  84041          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      119634541                  44710          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      123448565                  97267          1 FAMILY                      1          OWNER OCCUPIED                                 PURCHASE
      127652386                  34986          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125521104                   4345          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126601343                  66212          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      122377500                  29817          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126601467                  98056          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124180084                   6712          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125521864                  12209          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      123945545                  80814          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      125947606                  60164          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125963504                  90706          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125503722                  21793          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125981688                  66104          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125522540                   8610          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126603562                  60041          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125981845                  20874          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      124730268                  66604          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126628247                   1824          CONDO                         1          OWNER OCCUPIED                                 PURCHASE
      125982363                  37379          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124587742                  75503          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      125982447                  48197          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      127894681                  11385          2 - 4 FAM                     2          OWNER OCCUPIED                                 CASH OUT
      126628643                  80907          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126010909                   8221          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125983049                  33936          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125983403                  21060          PUD                           1          OWNER OCCUPIED                                 CASH OUT
      125547141                  32724          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125984302                  33772          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126039486                  60620          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126630425                  98034          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      127653525                  53963          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125549147                  98290          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124778069                  64081          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126070689                  37660          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      122703903                  77459          PUD                           1          OWNER OCCUPIED                                 CASH OUT
      123706509                  35004          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126045665                   1545          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      123340788                  78061          1 FAMILY                      1          INVESTOR                                       CASH OUT
      126651728                  60637          2 - 4 FAM                     2          OWNER OCCUPIED                                 CASH OUT
      123968760                  60651          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125571349                  48192          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126652189                  46122          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      125571463                  46052          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      125571489                  75081          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126905629                  48309          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126046580                  77536          PUD                           1          OWNER OCCUPIED                                 CASH OUT
      127674521                  48183          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      126807429                  11792          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127815801                  98802          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      122780604                  53218          2 - 4 FAM                     2          INVESTOR                                       CASH OUT
      123978504                  75006          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126926906                   8816          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126100221                  61832          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126808146                  84116          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126109743                  98272          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125947481                   8857          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125589341                  33409          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126069004                  71341          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126122068                  63132          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124290529                  96057          1 FAMILY                      1          OWNER OCCUPIED                                 PURCHASE
      126639467                  30080          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      126102169                  93662          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124819780                  84737          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126103142                  98498          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127035244                  10467          2 - 4 FAM                     2          OWNER OCCUPIED                                 CASH OUT
      127146082                  33415          CONDO                         1          OWNER OCCUPIED                                 CASH OUT
      127864643                  35811          1 FAMILY                      1          INVESTOR                                       CASH OUT
      126809268                  92201          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125591909                  66441          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126664028                  90808          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      122996960                  77346          PUD                           1          OWNER OCCUPIED                                 CASH OUT
      125884387                  55448          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127116127                  63042          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125912386                  55375          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127888741                  28311          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127066926                   8533          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      125944140                   7203          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126698067                  95437          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126708585                  95453          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126588409                   6053          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125618280                  85244          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127675585                  56537          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125980805                  78676          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126589902                  13088          2 - 4 FAM                     2          INVESTOR                                       CASH OUT
      127098887                  95451          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126201300                  60162          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      127099000                  92307          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127771327                  95458          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127170686                  19001          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125998161                  79912          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126609965                  98665          PUD                           1          OWNER OCCUPIED                                 PURCHASE
      127795201                  11373          2 - 4 FAM                     2          SECOND HOME                                    CASH OUT
      126610427                  98607          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125391482                  95252          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126610849                   2914          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126610880                  32211          1 FAMILY                      1          SECOND HOME                                    CASH OUT
      126864404                  98684          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      126020825                  21221          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      127145985                  33064          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126021468                  79103          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125226829                  53029          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      123929887                  75662          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      123099301                  11554          1 FAMILY                      1          OWNER OCCUPIED                                 PURCHASE
      126023183                  99212          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126666080                  12180          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126023340                  55119          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127148567                  60805          1 FAMILY                      1          INVESTOR                                       CASH OUT
      123300949                   3033          1 FAMILY                      1          OWNER OCCUPIED                                 PURCHASE
      126666429                  55125          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      126043603                  48197          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124369828                  76549          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      127175883                  89704          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126667740                  19032          1 FAMILY                      1          OWNER OCCUPIED                                 PURCHASE
      125248922                   6226          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      122416225                  32258          PUD                           1          OWNER OCCUPIED                                 PURCHASE
      126668482                  18708          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      124919424                  55104          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      123570921                  30035          1 FAMILY                      1          INVESTOR                                       CASH OUT
      127049724                  19963          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      124618026                  82601          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      123324667                   2895          CONDO                         1          OWNER OCCUPIED                                 PURCHASE
      125343889                  15143          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126696509                  98168          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      124698127                  95841          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      123973000                  60804          2 - 4 FAM                     2          INVESTOR                                       CASH OUT
      125486340                  29456          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      123436107                  74884          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125487520                  97304          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124174087                  21040          CONDO                         1          OWNER OCCUPIED                                 CASH OUT
      127897460                   8610          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      126554328                  27360          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127068328                  32177          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126098748                  63010          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124947524                  84094          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127068906                   1331          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      122722663                  75088          1 FAMILY                      1          OWNER OCCUPIED                                 PURCHASE
      126099845                  98272          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124698184                  65079          1 FAMILY                      1          SECOND HOME                                    CASH OUT
      127069508                  60085          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      125535328                  21102          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126578764                   8852          CONDO                         1          OWNER OCCUPIED                                 REFINANCE
      125538066                  33326          1 FAMILY                      1          SECOND HOME                                    REFINANCE
      127090868                  20659          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124205089                  20783          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124818428                  45229          2 - 4 FAM                     3          OWNER OCCUPIED                                 CASH OUT
      124751181                  17602          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125948620                   7508          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125555326                  48320          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124205980                  18058          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      125949727                  18020          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125547729                  48094          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125966127                  95204          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127797801                  37122          1 FAMILY                      1          OWNER OCCUPIED                                 PURCHASE
      124897620                  33189          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126606383                  33462          CONDO                         1          OWNER OCCUPIED                                 CASH OUT
      124799123                  19129          1 FAMILY                      1          OWNER OCCUPIED                                 PURCHASE
      125577445                  11933          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125990069                  11208          2 - 4 FAM                     2          OWNER OCCUPIED                                 CASH OUT
      125990168                   6108          CONDO                         1          OWNER OCCUPIED                                 REFINANCE
      125578401                  38016          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      125579482                  17545          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126013168                  82001          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127135804                  64063          PUD                           1          OWNER OCCUPIED                                 REFINANCE
      123644502                  14619          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      122232200                  19720          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127160463                  37388          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125580647                  77077          PUD                           1          OWNER OCCUPIED                                 CASH OUT
      124335944                  11743          1 FAMILY                      1          INVESTOR                                       CASH OUT
      123665184                   8822          1 FAMILY                      1          OWNER OCCUPIED                                 PURCHASE
      127162584                  48642          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126035302                  94565          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126035344                  32128          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124337247                  80501          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127851467                  10465          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      123666760                  76209          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      123907784                  44137          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124843020                   8701          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124843145                  17724          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      121026405                  98506          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124360447                  48442          1 FAMILY                      1          OWNER OCCUPIED                                 PURCHASE
      125034785                  60156          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127874469                  35801          1 FAMILY                      1          INVESTOR                                       CASH OUT
      126633866                  84116          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127874907                  54015          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126058924                  46163          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      127075109                   6515          2 - 4 FAM                     2          OWNER OCCUPIED                                 CASH OUT
      126084243                  33021          CONDO                         1          SECOND HOME                                    PURCHASE
      126084367                  46250          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126085000                  30253          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125613067                  46901          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126085703                  29412          PUD                           1          OWNER OCCUPIED                                 CASH OUT
      124837345                  13601          2 - 4 FAM                     2          INVESTOR                                       CASH OUT
      127094027                   1028          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124385022                  75181          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124385147                  29210          CONDO                         1          OWNER OCCUPIED                                 REFINANCE
      125997007                  77581          PUD                           1          OWNER OCCUPIED                                 CASH OUT
      125821843                  29054          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      121776785                  13438          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124890807                  75002          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127096006                  95640          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124933581                  29376          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124407321                  32806          1 FAMILY                      1          OWNER OCCUPIED                                 PURCHASE
      127938405                  41017          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127020584                  93610          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      125648881                  17036          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127115665                  29414          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127115848                  21643          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126686526                  60446          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      127116028                   6282          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125649707                  18465          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126708528                   1570          2 - 4 FAM                     4          INVESTOR                                       CASH OUT
      125481424                  94506          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      125913822                  33064          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126076322                   4061          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126086685                  94536          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      127046043                  37830          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125944827                  11434          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      122798986                  93305          2 - 4 FAM                     3          OWNER OCCUPIED                                 CASH OUT
      119707503                  89032          PUD                           1          SECOND HOME                                    CASH OUT
      127046241                   8005          PUD                           1          OWNER OCCUPIED                                 CASH OUT
      125962001                  93635          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125914986                   7452          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125429324                  92543          1 FAMILY                      1          INVESTOR                                       PURCHASE
      127857845                   2141          2 - 4 FAM                     3          OWNER OCCUPIED                                 CASH OUT
      125511048                  35040          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125668442                  80211          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      122896327                  71282          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125449348                   2874          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126597905                  61114          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125273565                  18064          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      128051265                  64093          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125978841                  73170          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      125668822                  80909          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      127882520                  30127          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      124208521                  30126          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      126599562                  78641          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      123528960                  85706          1 FAMILY                      1          INVESTOR                                       CASH OUT
      126600360                  60639          2 - 4 FAM                     2          OWNER OCCUPIED                                 CASH OUT
      126646546                  33496          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127883825                  60506          1 FAMILY                      1          INVESTOR                                       CASH OUT
      126622422                  32209          1 FAMILY                      1          SECOND HOME                                    CASH OUT
      126178581                   7751          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127885564                  91790          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126624402                  37931          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125967786                  93610          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125670448                  37814          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126624667                  77380          PUD                           1          INVESTOR                                       CASH OUT
      127134385                  19606          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125670604                   6615          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126648427                  30058          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      126648849                  60415          CONDO                         1          OWNER OCCUPIED                                 CASH OUT
      126025402                  37174          1 FAMILY                      1          INVESTOR                                       CASH OUT
      125341206                  62281          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126649185                  49230          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127929743                  66044          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      123161861                  11795          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127149821                   8401          1 FAMILY                      1          INVESTOR                                       CASH OUT
      126649508                  77584          PUD                           1          OWNER OCCUPIED                                 CASH OUT
      126649524                  88203          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126026145                  91505          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126681147                  65613          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      125285809                  76550          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126048529                  60104          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      123600249                  17110          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124197666                  34711          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126041201                  19802          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125288928                  75067          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127178507                  93727          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      126705268                  91709          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126049725                  19541          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      125384743                   8619          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126715747                  93065          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124050881                  17938          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127700086                  33351          PUD                           1          OWNER OCCUPIED                                 CASH OUT
      120198783                   2420          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      123070740                  44305          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      126718360                  92532          1 FAMILY                      1          OWNER OCCUPIED                                 PURCHASE
      125725887                  92883          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      126106004                  94510          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125726646                  75803          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126092105                  55125          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126106582                  85746          PUD                           1          OWNER OCCUPIED                                 CASH OUT
      126559509                  18634          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125016188                   2149          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125110585                  33462          2 - 4 FAM                     2          INVESTOR                                       CASH OUT
      125569962                  85374          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124316886                  30294          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125017566                  92392          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125593160                  65049          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126585025                  75056          PUD                           1          OWNER OCCUPIED                                 REFINANCE
      126835081                  32065          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      123538621                  33407          PUD                           1          OWNER OCCUPIED                                 PURCHASE
      126603901                  89015          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      126604628                  66061          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126835669                  18301          PUD                           1          OWNER OCCUPIED                                 CASH OUT
      127062164                  98837          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125752287                  17870          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125595348                  37876          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      123561284                  55101          2 - 4 FAM                     2          OWNER OCCUPIED                                 CASH OUT
      125595629                  34953          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125753061                  21221          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      124862228                   6708          2 - 4 FAM                     2          OWNER OCCUPIED                                 CASH OUT
      124862285                  37204          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127062826                  77510          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127063386                   1887          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      123908345                  44144          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      123868929                  33173          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126263045                   4105          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126263144                  46143          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127086221                  75164          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124921669                  85629          PUD                           1          OWNER OCCUPIED                                 CASH OUT
      123591281                  84404          1 FAMILY                      1          OWNER OCCUPIED                                 PURCHASE
      125754200                   7040          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126279629                  85086          PUD                           1          OWNER OCCUPIED                                 CASH OUT
      127917862                  46816          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127948263                  93550          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125396580                  33563          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126881960                  34610          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125137109                  61571          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125424507                  53051          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      125447144                  48098          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127109163                  21222          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127110062                   4901          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126882463                  53151          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      126280569                  30075          PUD                           1          OWNER OCCUPIED                                 CASH OUT
      124884560                  30344          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      123477424                  33441          CONDO                         1          OWNER OCCUPIED                                 CASH OUT
      124920109                  95246          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126654003                  73003          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126655265                   2816          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127141240                  40175          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125783720                  53545          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      126673169                   1742          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126673466                  21221          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125504522                  98230          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125505701                  48228          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      123056301                  78382          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127164929                  12822          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      126905900                  63111          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126297142                  85023          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      120653001                   4971          1 FAMILY                      1          OWNER OCCUPIED                                 PURCHASE
      126937804                  77007          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126675081                   3045          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124926544                   6415          1 FAMILY                      1          OWNER OCCUPIED                                 PURCHASE
      125671321                  16316          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125518886                  92220          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127813582                  48101          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      122457609                  77573          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125716209                  10309          2 - 4 FAM                     2          OWNER OCCUPIED                                 REFINANCE
      125628008                  75042          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126311265                  48867          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      126939685                  19151          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125539981                   6106          2 - 4 FAM                     3          INVESTOR                                       CASH OUT
      126704360                  89146          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125629162                  89123          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      123150906                  19055          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125803205                  90630          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125829085                  55075          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      123597809                  65803          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125847749                  60612          CONDO                         1          OWNER OCCUPIED                                 CASH OUT
      126964501                   2893          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125920348                  92114          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125921783                  48640          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127039444                  11520          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125561621                  33010          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125955567                   7111          2 - 4 FAM                     2          INVESTOR                                       CASH OUT
      128117389                  32086          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127040723                  63118          2 - 4 FAM                     4          OWNER OCCUPIED                                 REFINANCE
      125972547                  33625          1 FAMILY                      1          OWNER OCCUPIED                                 PURCHASE
      123494163                  77469          PUD                           1          OWNER OCCUPIED                                 CASH OUT
      126568385                  55397          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125885442                  95350          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126467687                  97203          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      123495749                  21133          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125608828                  21742          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126993948                  98168          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125934661                  74066          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125992222                   6096          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      123214363                  37064          1 FAMILY                      1          OWNER OCCUPIED                                 PURCHASE
      126995166                  12550          1 FAMILY                      1          INVESTOR                                       CASH OUT
      125993121                  21133          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      125327320                  96797          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124976804                  20814          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      124977067                   8250          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124350869                  75060          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      123534042                  19136          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      126016823                  98020          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126249663                  29223          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127079929                  98092          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126017508                  60504          CONDO                         1          OWNER OCCUPIED                                 CASH OUT
      127912046                  63130          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124977620                  20695          PUD                           1          INVESTOR                                       PURCHASE
      124308909                  32507          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      126591981                  20785          1 FAMILY                      1          SECOND HOME                                    CASH OUT
      124371386                   4073          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126764323                  72758          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125966309                  92124          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125185280                  49546          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124999608                  44035          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126250646                  60619          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      127092989                  21001          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      125995928                  34608          1 FAMILY                      1          INVESTOR                                       CASH OUT
      125467886                  32818          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124373721                  66049          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126593144                  60004          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126013309                  41501          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126065424                  14609          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126268481                   8015          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125444281                  53219          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      125512301                  20748          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126806165                  48235          1 FAMILY                      1          INVESTOR                                       CASH OUT
      124178443                   6468          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126617646                  63135          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125436501                  77384          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124049040                  80526          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      123043440                  30721          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      126101708                  38141          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      126095645                   7006          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126283381                  55371          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      125506626                  35080          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      126641760                  92057          PUD                           1          OWNER OCCUPIED                                 CASH OUT
      126641885                  89117          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      123511867                   2861          1 FAMILY                      1          OWNER OCCUPIED                                 PURCHASE
      126641943                  98092          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126284447                  33126          CONDO                         1          OWNER OCCUPIED                                 CASH OUT
      126642602                   6513          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126642842                  75115          1 FAMILY                      1          OWNER OCCUPIED                                 PURCHASE
      126118587                  30188          1 FAMILY                      1          SECOND HOME                                    CASH OUT
      125527846                  32703          CONDO                         1          OWNER OCCUPIED                                 CASH OUT
      127123404                  93535          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      126643204                  33063          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125027045                  29841          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125528141                  99216          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      125528406                   8037          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126662725                  48174          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127142685                  95667          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127828820                  63036          1 FAMILY                      1          INVESTOR                                       CASH OUT
      125289140                  75024          PUD                           1          OWNER OCCUPIED                                 CASH OUT
      127142768                  96789          CONDO                         1          OWNER OCCUPIED                                 CASH OUT
      125550566                  21122          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      123555260                  85087          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127145100                   6262          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      123555609                  29229          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126665389                  32092          PUD                           1          OWNER OCCUPIED                                 CASH OUT
      126691781                  76548          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126847623                  49001          1 FAMILY                      1          INVESTOR                                       REFINANCE
      126847722                  21225          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125187385                  78076          1 FAMILY                      1          SECOND HOME                                    CASH OUT
      123580243                  63012          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      122580202                  76310          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      124224908                  51047          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126317106                  17050          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      126648740                  35175          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      123155467                  78221          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126861004                   8812          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125050161                  18917          CONDO                         1          OWNER OCCUPIED                                 CASH OUT
      123581449                  47842          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      120997903                  10025          CONDO                         1          OWNER OCCUPIED                                 PURCHASE
      126332881                  12729          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      123609869                  80526          CONDO                         1          OWNER OCCUPIED                                 CASH OUT
      126588367                  21209          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126333285                  92399          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125624361                  19803          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      125050609                   7111          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126681865                  84124          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124277625                  89031          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126613223                  46561          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125051045                  96760          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125454629                  92821          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126333640                  93535          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127837268                  90603          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125572586                  32725          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126614429                   7735          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      126701622                  41091          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126702000                  49783          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      126334184                  48415          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      123471641                  43311          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124302662                  38821          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      127867844                   6708          2 - 4 FAM                     2          OWNER OCCUPIED                                 CASH OUT
      126741040                   1902          2 - 4 FAM                     3          OWNER OCCUPIED                                 CASH OUT
      126254382                  30038          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126637685                  21221          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      126254523                  48390          CONDO                         1          OWNER OCCUPIED                                 CASH OUT
      126659127                  93274          CONDO                         1          OWNER OCCUPIED                                 REFINANCE
      125214320                  98498          1 FAMILY                      1          OWNER OCCUPIED                                 PURCHASE
      126898626                   8360          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      123352387                  18452          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      125551085                  47670          1 FAMILY                      1          INVESTOR                                       CASH OUT
      126275361                  79119          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      126661685                   7003          2 - 4 FAM                     2          OWNER OCCUPIED                                 CASH OUT
      126688449                  18210          PUD                           1          OWNER OCCUPIED                                 CASH OUT
      125561522                  93306          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124345547                  52804          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126899608                  49014          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125863001                  62052          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      125620302                  30114          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      125620641                  85303          PUD                           1          OWNER OCCUPIED                                 CASH OUT
      125586925                  18015          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124256348                  29910          PUD                           1          OWNER OCCUPIED                                 CASH OUT
      124858929                  95252          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      126766641                  98569          2 - 4 FAM                     4          OWNER OCCUPIED                                 CASH OUT
      125621300                  96792          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125622829                  96826          CONDO                         1          OWNER OCCUPIED                                 CASH OUT
      126917780                  63031          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125622043                  78577          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126918127                  80906          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125623181                  96701          CONDO                         1          OWNER OCCUPIED                                 CASH OUT
      126768225                  19970          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124391442                  97702          1 FAMILY                      1          OWNER OCCUPIED                                 PURCHASE
      127084945                  75065          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124431669                  98506          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127085249                   7721          CONDO                         1          OWNER OCCUPIED                                 CASH OUT
      128015302                   7739          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125993360                   2780          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127085264                  33782          CONDO                         1          OWNER OCCUPIED                                 CASH OUT
      126790500                  82001          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      123975609                  29577          CONDO                         1          SECOND HOME                                    PURCHASE
      125647008                  60201          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126305408                  97223          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      123932808                  61362          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      123942203                  11967          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126053784                  55409          CONDO                         1          OWNER OCCUPIED                                 PURCHASE
      126306141                  30180          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124964560                  21701          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124912429                  63128          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124966003                  95252          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126081686                  18073          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126100205                  63034          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126306422                  20772          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126306703                  19111          2 - 4 FAM                     2          OWNER OCCUPIED                                 CASH OUT
      123971400                  43229          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124451121                  77320          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126815083                  32720          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126839802                  20721          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      127126886                   2822          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125247866                  93304          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124480369                   8060          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      128134160                  95205          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      123619827                  30213          1 FAMILY                      1          OWNER OCCUPIED                                 PURCHASE
      126958529                  30078          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126841741                  21234          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125032706                  30058          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127128569                   4253          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126979020                  32955          PUD                           1          INVESTOR                                       CASH OUT
      126842764                  75765          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126979541                  93618          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      127129088                   7055          2 - 4 FAM                     2          OWNER OCCUPIED                                 CASH OUT
      128153608                  33611          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126133040                  37211          CONDO                         1          OWNER OCCUPIED                                 CASH OUT
      126151042                  34758          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127153385                   2703          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126194620                  19129          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126152925                  11706          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126153626                  85226          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      120462825                  79904          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126174267                  67209          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126174663                  78259          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126234301                  30114          PUD                           1          OWNER OCCUPIED                                 CASH OUT
      126175926                   1701          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125024489                  93638          2 - 4 FAM                     2          OWNER OCCUPIED                                 CASH OUT
      125095406                  75701          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125095620                  13088          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126248103                  17543          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125095729                  48197          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125053702                  21202          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126248608                   6357          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127185403                  95828          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126203702                  21236          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125117762                  21536          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124337668                  60629          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126225861                   1841          2 - 4 FAM                     4          OWNER OCCUPIED                                 CASH OUT
      126267129                  21207          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126119205                  21001          1 FAMILY                      1          INVESTOR                                       REFINANCE
      126119429                  32703          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127183762                   7418          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127198646                  97123          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      126120203                  11520          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126147487                  98338          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      127218485                  33810          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      126148725                  78717          PUD                           1          OWNER OCCUPIED                                 REFINANCE
      127044345                  33470          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126148865                  81650          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      128099702                  62034          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126149384                  46217          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125144360                  44224          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      122875800                  29073          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      120697966                  34120          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125144808                  63033          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      121029342                  45249          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127045441                  21009          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126166867                  90806          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      126166982                  89502          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      123159709                  13856          2 - 4 FAM                     2          INVESTOR                                       PURCHASE
      123342784                  44662          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      122924087                  78109          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      122924244                  55113          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      126168384                  20602          PUD                           1          OWNER OCCUPIED                                 CASH OUT
      127059384                  21617          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126304161                  11412          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127059608                  35749          PUD                           1          OWNER OCCUPIED                                 CASH OUT
      124414004                   2864          1 FAMILY                      1          OWNER OCCUPIED                                 PURCHASE
      120499785                   3867          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      123422362                  75104          CONDO                         1          OWNER OCCUPIED                                 CASH OUT
      127239846                  20874          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126190560                  85364          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125539445                  30030          CONDO                         1          INVESTOR                                       CASH OUT
      123180465                  44095          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126320407                  33801          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      125164384                  21225          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127080521                  20744          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127080968                  55104          1 FAMILY                      1          OWNER OCCUPIED                                 PURCHASE
      125306340                  60178          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      126320928                  91702          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125555300                  18064          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125565903                  17257          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126321421                   7834          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126218106                  75208          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126435361                   7504          2 - 4 FAM                     2          OWNER OCCUPIED                                 CASH OUT
      123480667                  76018          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      123480907                  77502          1 FAMILY                      1          INVESTOR                                       CASH OUT
      123198368                  59901          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126472786                  30093          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124915521                  92231          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125609685                  77465          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      121021786                  20720          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127264687                  11763          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125512848                  84403          1 FAMILY                      1          OWNER OCCUPIED                                 PURCHASE
      125481549                  20747          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125426627                  30269          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125426684                  75052          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124280645                  85043          PUD                           1          OWNER OCCUPIED                                 CASH OUT
      126257245                  32703          CONDO                         1          OWNER OCCUPIED                                 CASH OUT
      121695142                  43105          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127165207                  35215          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126159185                  85215          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124281163                  46703          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125453084                  77373          PUD                           1          OWNER OCCUPIED                                 REFINANCE
      125453340                  64093          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127166064                  29492          PUD                           1          OWNER OCCUPIED                                 CASH OUT
      125409789                  33705          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126160142                  97034          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127106524                  92356          1 FAMILY                      1          INVESTOR                                       CASH OUT
      126273226                   8902          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126273408                   7419          CONDO                         1          OWNER OCCUPIED                                 CASH OUT
      125642660                  11941          1 FAMILY                      1          INVESTOR                                       CASH OUT
      125341867                   1504          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125643445                  66215          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126160969                  20747          PUD                           1          OWNER OCCUPIED                                 PURCHASE
      124298688                  37854          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125430264                   7726          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126274083                  92592          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      121932842                  38128          2 - 4 FAM                     2          INVESTOR                                       CASH OUT
      126161843                  19808          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126293943                   2150          2 - 4 FAM                     3          OWNER OCCUPIED                                 CASH OUT
      125181768                  48127          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      127296101                   8831          CONDO                         1          OWNER OCCUPIED                                 REFINANCE
      124300120                  44077          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125095364                  33523          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126181304                  75154          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127296309                   4903          2 - 4 FAM                     2          INVESTOR                                       CASH OUT
      125532267                  58203          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125532408                  60115          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127323202                  75092          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126295500                  21009          PUD                           1          OWNER OCCUPIED                                 CASH OUT
      125532820                  28078          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125533489                  32541          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126205582                  27591          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126311901                  21225          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125249128                  30528          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126206127                  11741          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126312222                  76126          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126699966                  82007          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127132462                   4096          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127155364                  11370          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127156321                  98682          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127156909                  29445          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125217901                   6902          CONDO                         1          OWNER OCCUPIED                                 CASH OUT
      126711522                  46628          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126725464                  33625          PUD                           1          OWNER OCCUPIED                                 CASH OUT
      125218487                  77571          PUD                           1          OWNER OCCUPIED                                 CASH OUT
      127158343                  32905          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126229863                  96744          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      122740707                  45690          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      128286788                  60628          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125566422                   6850          1 FAMILY                      1          INVESTOR                                       PURCHASE
      126230747                   8731          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125242560                  89122          CONDO                         1          OWNER OCCUPIED                                 CASH OUT
      125566760                   4901          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127351401                  20744          PUD                           1          OWNER OCCUPIED                                 CASH OUT
      123016321                  43430          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125566984                  60491          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125445122                  48439          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126798669                  32703          PUD                           1          OWNER OCCUPIED                                 CASH OUT
      128158144                  32835          1 FAMILY                      1          OWNER OCCUPIED                                 PURCHASE
      125260182                  35224          1 FAMILY                      1          INVESTOR                                       CASH OUT
      126811520                  90712          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125586784                  94806          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125225482                  34758          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      125586883                  75287          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      126721505                  92308          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126092469                  34288          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      126092568                  92530          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126356781                   3038          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      128178100                  32812          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127242287                  76248          PUD                           1          OWNER OCCUPIED                                 CASH OUT
      125276345                  60123          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127242485                  37355          1 FAMILY                      1          OWNER OCCUPIED                                 PURCHASE
      125494567                   6093          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125244400                  95401          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      128223922                  19702          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126129865                   7112          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126130061                  33612          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      126453349                  60617          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      128225489                  34234          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126253285                  60622          2 - 4 FAM                     2          OWNER OCCUPIED                                 CASH OUT
      126814169                  32773          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125394049                  11208          2 - 4 FAM                     2          OWNER OCCUPIED                                 CASH OUT
      124914243                  11694          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126270669                  85367          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126826825                   3033          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125459404                  11435          2 - 4 FAM                     2          OWNER OCCUPIED                                 CASH OUT
      126271360                  75060          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127286227                  32780          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      126157783                  85041          1 FAMILY                      1          INVESTOR                                       CASH OUT
      126157908                  93274          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125487165                  18419          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124915026                  78212          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126272087                  53045          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125436808                   1566          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      126857580                   6415          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      126857606                  21502          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126272608                  32548          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126287804                   6095          CONDO                         1          OWNER OCCUPIED                                 CASH OUT
      126546001                  93905          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126176809                  56425          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125475244                  92882          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127288702                  89156          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126872787                   8053          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124394362                  78023          PUD                           1          OWNER OCCUPIED                                 CASH OUT
      122389927                  40601          1 FAMILY                      1          OWNER OCCUPIED                                 PURCHASE
      126604586                  85345          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126288943                  34787          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126892587                  17601          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126619402                  93274          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      123066300                  44030          2 - 4 FAM                     2          INVESTOR                                       REFINANCE
      126289529                  75010          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126179803                  75067          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      124947102                  30642          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125005488                  78250          PUD                           1          OWNER OCCUPIED                                 CASH OUT
      124948860                  74145          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124967043                  92154          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126303163                  32805          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126734185                  21213          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126734201                  54902          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      123584625                  75048          PUD                           1          OWNER OCCUPIED                                 CASH OUT
      125006049                  96002          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126734821                  20618          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126914803                  95327          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      128121407                   8361          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126736222                  80916          PUD                           1          OWNER OCCUPIED                                 CASH OUT
      124978289                  30720          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127234904                  66062          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125384768                   7960          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      125369868                  32216          CONDO                         1          OWNER OCCUPIED                                 CASH OUT
      126319169                  48103          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      128122140                  20853          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125303842                  81502          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124751801                  37217          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      125129403                  33703          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125528901                  77539          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      128122389                   8094          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      127235885                  13502          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126334986                  85730          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      127236180                  19805          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126224104                  78247          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126762608                  97267          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126335900                  30106          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124980145                   8204          1 FAMILY                      1          SECOND HOME                                    CASH OUT
      126783505                  85236          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      126783745                  21113          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126783901                  85383          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      123914467                   2740          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      128335684                  63138          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127700268                  46143          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125131763                  19808          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125097808                  33417          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      128331022                  32176          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125098087                   2891          CONDO                         1          OWNER OCCUPIED                                 CASH OUT
      125066241                  19008          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126143528                  78108          PUD                           1          OWNER OCCUPIED                                 CASH OUT
      126784842                  80015          CONDO                         1          OWNER OCCUPIED                                 REFINANCE
      126171586                  89032          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126172105                   3103          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127308583                  33624          PUD                           1          OWNER OCCUPIED                                 CASH OUT
      126246800                  94565          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125605584                   7751          CONDO                         1          OWNER OCCUPIED                                 CASH OUT
      125606749                  30034          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126953405                  89431          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126830264                  14611          2 - 4 FAM                     2          INVESTOR                                       CASH OUT
      126196401                  75243          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124572421                  75060          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126832005                   3034          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126832526                  85614          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124809005                   3062          CONDO                         1          OWNER OCCUPIED                                 PURCHASE
      125632588                   2816          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127221687                  33614          1 FAMILY                      1          OWNER OCCUPIED                                 PURCHASE
      125633487                  60638          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125633701                  48144          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125183145                  49017          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      126983808                  77080          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      128219300                  20874          PUD                           1          OWNER OCCUPIED                                 CASH OUT
      125399063                  37804          1 FAMILY                      1          INVESTOR                                       CASH OUT
      126265867                  12972          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      126525765                   6776          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126235803                  34639          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      127257020                  85379          PUD                           1          OWNER OCCUPIED                                 CASH OUT
      126539600                  98685          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126098524                  95422          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127257400                  33611          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126120542                  34232          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      120131701                  30187          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      127258580                  91390          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126120823                  20732          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126991025                  77530          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      124676727                  76058          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      126615020                  33027          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125654962                  21158          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126615566                  63367          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      127278984                  85282          PUD                           1          OWNER OCCUPIED                                 CASH OUT
      127279008                   4903          2 - 4 FAM                     3          INVESTOR                                       REFINANCE
      124876483                  52402          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      126629484                  19152          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125209783                  11385          2 - 4 FAM                     4          OWNER OCCUPIED                                 REFINANCE
      126629708                  54767          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      128321221                  97202          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      126145028                  75672          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124520461                  44062          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      123815508                  66061          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126145184                  20743          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      125036640                  89122          1 FAMILY                      1          INVESTOR                                       CASH OUT
      126644723                  77571          PUD                           1          OWNER OCCUPIED                                 CASH OUT
      125210526                  20785          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126146307                  32207          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      123025447                  43228          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124662685                  77581          PUD                           1          OWNER OCCUPIED                                 CASH OUT
      124700840                  76248          PUD                           1          OWNER OCCUPIED                                 CASH OUT
      127104123                  32773          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126314608                  11779          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127505568                  94806          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127305761                  20653          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126725969                  49546          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124597667                  77459          PUD                           1          OWNER OCCUPIED                                 PURCHASE
      127700789                  33884          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126726280                  34743          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124497249                  19131          2 - 4 FAM                     2          OWNER OCCUPIED                                 CASH OUT
      125103820                  35760          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      127118289                  93212          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125341909                  92879          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125121467                  60194          CONDO                         1          OWNER OCCUPIED                                 CASH OUT
      128697588                  91601          2 - 4 FAM                     4          INVESTOR                                       CASH OUT
      126166529                  55068          PUD                           1          OWNER OCCUPIED                                 PURCHASE
      125038786                  95246          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126186428                  33544          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      123990707                  21666          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127177905                  33948          CONDO                         1          OWNER OCCUPIED                                 CASH OUT
      126877984                   8087          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126332022                  89130          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126188200                  80127          PUD                           1          OWNER OCCUPIED                                 CASH OUT
      126332287                   2563          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126210921                  37034          1 FAMILY                      1          OWNER OCCUPIED                                 PURCHASE
      126211127                  75024          1 FAMILY                      1          OWNER OCCUPIED                                 PURCHASE
      125315309                   7106          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127230464                  21160          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127252120                  30813          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      123165003                  44827          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125068809                  46218          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      120029400                  45385          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      126213206                  47432          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126350321                  94605          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127461309                  93309          PUD                           1          SECOND HOME                                    REFINANCE
      123668568                  91342          2 - 4 FAM                     2          OWNER OCCUPIED                                 CASH OUT
      126818889                  20706          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127273241                   2145          2 - 4 FAM                     3          OWNER OCCUPIED                                 CASH OUT
      126879865                  33852          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124303306                  44471          1 FAMILY                      1          INVESTOR                                       CASH OUT
      127275105                   2917          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126821701                   7719          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127296549                  34219          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127296804                  12764          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127297984                   1821          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      127298164                  30650          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126048883                  92570          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125250308                  30125          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124633280                  56360          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126849926                  21227          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124630286                  80031          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126850163                  97068          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      126920644                  80210          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126086461                  11772          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126087048                  36801          PUD                           1          OWNER OCCUPIED                                 CASH OUT
      126106442                  97526          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124230889                  97124          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126940485                  55068          PUD                           1          OWNER OCCUPIED                                 CASH OUT
      126940824                  49727          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      125141507                  85338          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124052309                  78413          CONDO                         1          OWNER OCCUPIED                                 CASH OUT
      123860165                  12167          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124696907                  18104          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127506327                  92392          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126154509                  62095          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      124655101                   6518          CONDO                         1          OWNER OCCUPIED                                 CASH OUT
      125172148                   7601          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126962307                  32097          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      125522961                  49233          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124329681                  99205          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127270064                  91343          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127270080                  49505          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      126986264                  90255          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127701365                  21244          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125142364                  20785          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      127524908                  53805          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      119016806                  43146          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125142604                  73717          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      124354028                  92057          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125367227                  84120          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      125386003                  72113          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      124939968                  56501          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      120063102                  32949          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      125573204                  93309          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      124742867                  19720          1 FAMILY                      1          OWNER OCCUPIED                                 REFINANCE
      125573261                  93535          1 FAMILY                      1          OWNER OCCUPIED                                 CASH OUT
      126216308                   6040          1 FAMILY                      1          OWNER OCCUPIED                                 CASH