0000882377-07-001179 Sample Contracts

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 • April 24th, 2007 • Citigroup Mortgage Loan Trust 2007-Ar1 • 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.

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CITIGROUP MORTGAGE LOAN TRUST INC. $818,333,000 (Approximate) Citigroup Mortgage Loan Trust, Series 2007-AR1 Mortgage Pass-Through Certificates UNDERWRITING AGREEMENT
Underwriting Agreement • April 24th, 2007 • Citigroup Mortgage Loan Trust 2007-Ar1 • Asset-backed securities • New York

Citigroup Mortgage Loan Trust Inc. (the “Company”), a Delaware corporation, proposes to issue Citigroup Mortgage Loan Trust, Series 2007-AR1, Mortgage Pass-Through Certificates (the “Certificates”), under a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of January 1, 2007, among the Company, CitiMortgage, Inc. as master servicer (the “Master Servicer” and “Trust Administrator”), Citibank, N.A. (the Paying Agent, Certificate Registrar and Authenticating Agent”) and U.S. Bank National Association as trustee (the “Trustee”), and proposes to sell the Registered Certificates (as defined below) to the underwriter named in Schedule II hereto (the “Underwriter”), 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 “Underwriter” and “Representative,” as used herein, shall each be deemed to refer to Citigroup Global Markets Inc. The Certifi

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 January 1, 2007...
Pooling and Servicing Agreement • April 24th, 2007 • Citigroup Mortgage Loan Trust 2007-Ar1 • Asset-backed securities • New York

This Pooling and Servicing Agreement, is dated and effective as of January 1, 2007, 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.

MASTER MORTGAGE LOAN PURCHASE AND SERVICING AGREEMENT
Master Mortgage Loan Purchase and Servicing Agreement • April 24th, 2007 • Citigroup Mortgage Loan Trust 2007-Ar1 • Asset-backed securities • New York

This is a MASTER MORTGAGE LOAN PURCHASE AND SERVICING AGREEMENT (the “Agreement”), dated as of June 1, 2006, by and between Citigroup Global Markets Realty Corp., having an office at 390 Greenwich Street, 6th Floor, New York, New York 10013 (the “Initial Purchaser”, and the Initial Purchaser or the Person, if any, to which the Initial Purchaser has assigned its rights and obligations hereunder as Purchaser with respect to a Mortgage Loan, and each of their respective successors and assigns, the “Purchaser”) and HomeBanc Mortgage Corporation, having an office at 2002 Summit Boulevard, Suite 100, Atlanta, Georgia 30319 (the “Seller”).

AMENDMENT NUMBER ONE Master Mortgage Loan Purchase and Servicing Agreement dated as of February 1, 2005 by and between CITIMORTGAGE, INC. and CITIGROUP GLOBAL MARKETS REALTY CORP.
Master Mortgage Loan Purchase and Servicing Agreement • April 24th, 2007 • Citigroup Mortgage Loan Trust 2007-Ar1 • Asset-backed securities • New York

This AMENDMENT NUMBER ONE is made this 28th day of December, 2005, by and between CitiMortgage, Inc., having an address at 1000 Technology Drive, MS 55, O’Fallon, Missouri 63368 (the “Seller”) and CITIGROUP GLOBAL MARKETS REALTY CORP. having an address at 390 Greenwich Street, New York, New York 10013 (the “Purchaser”), to the Master Mortgage Loan Purchase and Servicing Agreement, dated as of February 1, 2005, by and between the Purchaser and the Seller (the “Agreement”).

AMENDMENT NUMBER ONE Master Mortgage Loan Purchase and Servicing Agreement dated as of June 1, 2006 by and between FIFTH THIRD BANK and CITIGROUP GLOBAL MARKETS REALTY CORP.
Master Mortgage Loan Purchase and Servicing Agreement • April 24th, 2007 • Citigroup Mortgage Loan Trust 2007-Ar1 • Asset-backed securities • New York

This AMENDMENT NUMBER ONE is made this 12th day of December, 2006, by and between FIFTH THIRD BANK, having an address at 5001 Kingsley Drive, Cincinnati, Ohio 45263 (the “Seller”) and CITIGROUP GLOBAL MARKETS REALTY CORP. having an address at 390 Greenwich Street, 6th Floor, New York, New York 10013 (the “Purchaser”), to the Master Mortgage Loan Purchase and Servicing Agreement, dated as of June 1, 2006, by and between the Purchaser and the Seller (the “Agreement”).

AMENDMENT NUMBER ONE
Master Mortgage Loan Purchase and Servicing Agreement • April 24th, 2007 • Citigroup Mortgage Loan Trust 2007-Ar1 • Asset-backed securities • New York

This AMENDMENT NUMBER ONE is made this 22nd day of February, 2006, by and between SUNTRUST MORTGAGE, INC. (the “Seller”) and CITIGROUP GLOBAL MARKETS REALTY CORP (the “Purchaser”), to the Amended and Restated Master Mortgage Loan Purchase and Servicing Agreement, dated as of July 1, 2005, by and between the Purchaser and the Seller (the “Agreement”).

AMENDMENT NUMBER ONE Master Mortgage Loan Purchase and Servicing Agreement dated as of April 1, 2005 by and between GREENPOINT MORTGAGE FUNDING, INC. and CITIGROUP GLOBAL MARKETS REALTY CORP.
Master Mortgage Loan Purchase and Servicing Agreement • April 24th, 2007 • Citigroup Mortgage Loan Trust 2007-Ar1 • Asset-backed securities • New York

This AMENDMENT NUMBER ONE is made this 1st day of May, 2006, by and between GREENPOINT MORTGAGE FUNDING, INC., having an address at 100 Wood Hollow Drive, Novato, California 94945 (the “Seller”) and CITIGROUP GLOBAL MARKETS REALTY CORP. having an address at 390 Greenwich Street, New York, New York 10013 (the “Purchaser”), to the Master Mortgage Loan Purchase and Servicing Agreement, dated as of April 1, 2005, by and between the Purchaser and the Seller (the “Agreement”).

SERVICING AGREEMENT Dated and effective as of October 1, 2004 CITIGROUP GLOBAL MARKETS REALTY CORP.
Servicing Agreement • April 24th, 2007 • Citigroup Mortgage Loan Trust 2007-Ar1 • Asset-backed securities • New York

This is a Servicing Agreement, dated and effective as of October 1, 2004, and is executed among Citigroup Global Markets Realty Corp. (the “Owner”) and GMAC Mortgage Corporation, as Servicer (the “Servicer”).

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