0000882377-06-001504 Sample Contracts

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MORTGAGE LOAN PURCHASE AGREEMENT
Mortgage Loan Purchase Agreement • May 1st, 2006 • Citigroup Mortgage Loan Trust 2006-Ar1 • Asset-backed securities • New York

This is a Mortgage Loan Purchase Agreement (the “Agreement”), dated February 24, 2006, between Citigroup Mortgage Loan Trust Inc., a Delaware corporation (the “Purchaser”), CS OT I LLC (the “Seller”) and acknowledged by Citigroup Global Markets Realty Corp., a New York corporation.

UNDERWRITING AGREEMENT
Underwriting Agreement • May 1st, 2006 • Citigroup Mortgage Loan Trust 2006-Ar1 • Asset-backed securities • New York

Citigroup Mortgage Loan Trust Inc. (the “Company”), a Delaware corporation, proposes to issue Citigroup Mortgage Loan Trust, Series 2006-AR1, Mortgage-Baked Notes (the “Notes”), under an Indenture (the “Indenture”), dated as of February 27, 2006, among Citigroup Mortgage Loan Trust 2006-AR1 as issuer (the “Issuer”), CitiMortgage, Inc. as securities administrator (the “Securities Administrator”), U.S. Bank National Association as indenture trustee (the “Indenture Trustee”) and Citibank, N.A. as note registrar, paying agent and authenticating agent (the “Note Registrar,” “Paying Agent” and “Authenticating Agent,” as applicable) and proposes to sell the Registered Notes (as defined below) to the underwriters named in Schedule II hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”). If the firm or firms listed in Schedule II hereto include only Citigroup Global Markets Inc., then the terms “Underwriters” and “Representative,” as used herein, shall e

ADMINISTRATION AGREEMENT among CITIGROUP MORTGAGE LOAN TRUST 2006-AR1 as Issuer CITIGROUP MORTGAGE LOAN TRUST INC. as Depositor CITIMORTGAGE, INC. as Securities Administrator CITIBANK, N.A. as Paying Agent, Note Registrar and Authenticating Agent...
Administration Agreement • May 1st, 2006 • Citigroup Mortgage Loan Trust 2006-Ar1 • Asset-backed securities • New York

This Administration Agreement (the “Agreement”) is entered into as of February 27, 2006, among CITIGROUP MORTGAGE LOAN TRUST 2006-AR1, a Delaware statutory trust (the “Issuer”), CITIGROUP MORTGAGE LOAN TRUST INC., as Depositor (the “Depositor”), CITIMORTGAGE, INC., not in its individual capacity but solely as Securities Administrator (the “Securities Administrator”), CITIBANK, N.A., (“Citibank”) not in its individual capacity but solely as Paying Agent, Note Registrar and Authenticating Agent (the “Paying Agent”, “Note Registrar” and “Authenticating Agent”), WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee (the “Owner Trustee”) and CSE MORTGAGE LLC as Certificateholder (the “Certificateholder”).

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