0000882377-06-002651 Sample Contracts

CITIGROUP GLOBAL MARKETS REALTY CORP. Purchaser and NATIONAL CITY MORTGAGE CO., Company
Master Seller’s Warranties and Servicing Agreement • July 31st, 2006 • Citigroup Mortgage Loan Trust 2006-Ar5 • Asset-backed securities • Ohio

This is an Amended and Restated Master Seller’s Warranties and Servicing Agreement for conventional fixed rate and adjustable rate residential first lien mortgage loans, dated and effective as of September 1, 2003, as amended and restated to and including May 1, 2005 and is executed between Citigroup Global Markets Realty Corp. as purchaser (the “Purchaser”), and National City Mortgage Co., as seller and servicer (the “Company”).

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MORTGAGE LOAN FLOW PURCHASE, SALE & SERVICING AGREEMENT dated as of February 24, 2005 between CITIGROUP GLOBAL MARKETS REALTY CORP., Purchaser and PHH MORTGAGE CORPORATION and BISHOP’S GATE RESIDENTIAL MORTGAGE TRUST (formerly known as CENDANT...
Mortgage Loan Flow Purchase, Sale & Servicing Agreement • July 31st, 2006 • Citigroup Mortgage Loan Trust 2006-Ar5 • Asset-backed securities • New York

This Mortgage Loan Flow Purchase, Sale & Servicing Agreement, dated as of February 24, 2005, is entered into between Citigroup Global Markets Realty Corp., as the Purchaser (“Purchaser”), PHH Mortgage Corporation (“PHH Mortgage”) and Bishop’s Gate Residential Mortgage Trust (formerly known as Cendant Residential Mortgage Trust) (the “Trust,” together with PHH Mortgage, the “Sellers” and individually, each a “Seller”), as the Sellers.

CITIGROUP MORTGAGE LOAN TRUST INC. $932,941,201 (Approximate) Citigroup Mortgage Loan Trust, Series 2006-AR5 Mortgage Pass-Through Certificates UNDERWRITING AGREEMENT
Underwriting Agreement • July 31st, 2006 • Citigroup Mortgage Loan Trust 2006-Ar5 • Asset-backed securities • New York

Citigroup Mortgage Loan Trust Inc. (the “Company”), a Delaware corporation, proposes to issue Citigroup Mortgage Loan Trust, Series 2006-AR5, Mortgage Pass-Through Certificates (the “Certificates”), under a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of June 1, 2006, among the Company, CitiMortgage, Inc. as master servicer (the “Master Servicer” and “Trust Administrator”), Citibank, N.A. (the

AMENDMENT NUMBER ONE
Master Seller’s Warranties and Servicing Agreement • July 31st, 2006 • Citigroup Mortgage Loan Trust 2006-Ar5 • Asset-backed securities • New York

This AMENDMENT NUMBER ONE is made this 5th day of April, 2006, by and between NATIONAL CITY MORTGAGE CO. (the “Seller”) and CITIGROUP GLOBAL MARKETS REALTY CORP. (the “Purchaser”), to the Master Mortgage Loan Purchase and Servicing Agreement, dated as of dated as of September 1, 2003 as amended and restated to and including May 1, 2005, by and between the Purchaser and the Seller (the “Agreement”).

AMENDMENT NUMBER ONE Mortgage Loan Flow Purchase, Sale & Servicing Agreement dated as of February 24, 2005 by and between PHH MORTGAGE CORPORATION AND BISHOP’S GATE RESIDENTIAL MORTGAGE TRUST (FORMERLY KNOWN AS CENDANT RESIDENTIAL MORTGAGE TRUST) and...
Mortgage Loan Flow Purchase, Sale & Servicing Agreement • July 31st, 2006 • Citigroup Mortgage Loan Trust 2006-Ar5 • Asset-backed securities • New York

This AMENDMENT NUMBER ONE is made this 15th day of February, 2006, by and between PHH MORTGAGE CORPORATION having an address at 3000 Leadenhall Road, Mt. Laurel, New Jersey 08054 (the “Seller” or the “Servicer”), BISHOP’S GATE RESIDENTIAL MORTGAGE TRUST (FORMERLY KNOWN AS CENDANT RESIDENTIAL MORTGAGE TRUST) (the “Trust”, together with the Seller, the “Sellers”) and CITIGROUP GLOBAL MARKETS REALTY CORP. having an address at 390 Greenwich Street, New York, New York 10013 (the “Purchaser”), to the Mortgage Loan Flow Purchase, Sale & Servicing Agreement, dated as of February 24, 2005, by and between the Purchaser and the Sellers (the “Agreement”).

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