0000882377-06-003594 Sample Contracts

CITIGROUP MORTGAGE LOAN TRUST INC. as Depositor WILMINGTON TRUST COMPANY as Owner Trustee and CITIBANK, N.A. not in its individual capacity, but solely in its capacity as Securities Administrator, Certificate Registrar and Certificate Paying Agent...
Trust Agreement • October 20th, 2006 • Citigroup HELOC Trust 2006-Ncb1 • Asset-backed securities • Delaware

This Amended and Restated Trust Agreement, dated as of May 23, 2006 (as amended from time to time, this “Trust Agreement”), among Citigroup Mortgage Loan Trust Inc., a Delaware corporation, as depositor (the “Depositor”), Wilmington Trust Company, a Delaware banking corporation, as owner trustee (together with its successors and assigns, the “Owner Trustee”), and Citibank, N.A., not individually but acting solely as securities administrator (the “Securities Administrator”), certificate registrar (the “Certificate Registrar”) and as certificate paying agent (the “Certificate Paying Agent”).

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SERVICING AGREEMENT NATIONAL CITY BANK Servicer CITIGROUP HELOC TRUST 2006-NCB1 Issuer CITIBANK, N.A., Securities Administrator AND Indenture Trustee Dated as of May 23, 2006 Adjustable Rate HELOCs
Servicing Agreement • October 20th, 2006 • Citigroup HELOC Trust 2006-Ncb1 • Asset-backed securities • New York

This is a SERVICING AGREEMENT (the “Agreement”), dated as of May 23, 2006, by and among Citigroup HELOC Trust 2006-NCB1 (the “Issuer”), Citibank, N.A. (“the “Securities Administrator”), U.S. Bank National Association (the “Indenture Trustee”) and National City Bank, having an office at 1900 E. Ninth Street, Cleveland, Ohio 44114 (the “Servicer”).

HELOC PURCHASE AGREEMENT
Custodial Agreement • October 20th, 2006 • Citigroup HELOC Trust 2006-Ncb1 • Asset-backed securities • New York

This is a HELOC Purchase Agreement (the “Agreement”), dated May 23, 2006, among Citigroup Mortgage Loan Trust Inc., a Delaware corporation (the “Purchaser”), Citigroup Global Markets Realty Corp., a New York corporation (the “Seller”) and National City Bank, a national banking association (the “Originator”).

CITIGROUP MORTGAGE LOAN TRUST INC. $794,331,000 (Approximate) Citigroup HELOC Trust 2006-NCB1, Series 2006-NCB1 HELOC-Backed Notes and Certificates UNDERWRITING AGREEMENT
Citigroup Mortgage • October 20th, 2006 • Citigroup HELOC Trust 2006-Ncb1 • Asset-backed securities • New York

Citigroup Mortgage Loan Trust Inc. (the “Company”), a Delaware corporation, proposes to issue Citigroup HELOC Trust 2006-NCB1, Series 2006-NCB1, HELOC-Backed Notes and Certificates (the “Securities”), under an Indenture (the “Indenture”), dated as of May 23, 2006, among Citigroup HELOC Trust 2006-NCB1 as issuer (the “Issuer”), Citibank, N.A. as securities administrator and authenticating agent (the “Securities Administrator” and “Authenticating Agent”) and U.S. Bank National Association as indenture trustee (the “Indenture Trustee”) 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 each be deemed to refer to Citigroup Global Markets Inc. The Securities are designated as (i) th

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