CITIGROUP MORTGAGE LOAN TRUST INC.
                                    Depositor

                             WELLS FARGO BANK, N.A.
                                    Servicer

                                 CITIBANK, N.A.
                               Trust Administrator

                                       and

                        U.S. BANK NATIONAL ASSOCIATION
                                     Trustee

                  -----------------------------------------

                         POOLING AND SERVICING AGREEMENT
                          Dated as of February 1, 2006

                  -----------------------------------------

                     Asset-Backed Pass-Through Certificates

                                Series 2006-WFHE1

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
SECTION                                                                                                        PAGE
-------                                                                                                        ----
<S>                     <C>                                                                                     <C>
ARTICLE I DEFINITIONS                                                                                             6

SECTION 1.01            Defined Terms.............................................................................6
SECTION 1.02            Allocation of Certain Interest Shortfalls................................................51

ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES                                       52

SECTION 2.01            Conveyance of Mortgage Loans.............................................................52
SECTION 2.02            Acceptance of the Trust Fund by the Trustee..............................................55
SECTION 2.03            Repurchase or Substitution of Mortgage Loans by the Sponsor or
                        the Depositor............................................................................56
SECTION 2.04            [Reserved]...............................................................................60
SECTION 2.05            Representations, Warranties and Covenants of the Servicer................................60
SECTION 2.06            Issuance of the Certificates.............................................................62
SECTION 2.07            Conveyance of the REMIC Regular Interests; Acceptance of the
                        Trust REMICs by the Trustee..............................................................62

ARTICLE III ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS                                                   65

SECTION 3.01            Servicer to Act as Servicer..............................................................65
SECTION 3.02            Sub-Servicing Agreements Between the Servicer and Sub-Servicers..........................67
SECTION 3.03            Successor Sub-Servicers..................................................................68
SECTION 3.04            Liability of the Servicer................................................................69
SECTION 3.05            No Contractual Relationship Between Sub-Servicers and Trustee,
                        Trust Administrator or Certificateholders................................................69
SECTION 3.06            Assumption or Termination of Sub-Servicing Agreements by Trust
                        Administrator............................................................................69
SECTION 3.07            Collection of Certain Mortgage Loan Payments.............................................70
SECTION 3.08            Sub-Servicing Accounts...................................................................70
SECTION 3.09            Collection of Taxes, Assessments and Similar Items; Servicing
                        Accounts.................................................................................71
SECTION 3.10            Collection Account and Distribution Account..............................................72
SECTION 3.11            Withdrawals from the Collection Account and Distribution
                        Account..................................................................................74
SECTION 3.12            Investment of Funds in the Collection Account and the
                        Distribution Account.....................................................................76
SECTION 3.13            [Reserved]...............................................................................77
SECTION 3.14            Maintenance of Hazard Insurance and Errors and Omissions and
                        Fidelity Coverage........................................................................77
SECTION 3.15            Enforcement of Due-On-Sale Clauses; Assumption Agreements................................79
SECTION 3.16            Realization Upon Defaulted Mortgage Loans................................................80


                                                          i

<PAGE>

SECTION 3.17            Trustee to Cooperate; Release of Mortgage Files..........................................82
SECTION 3.18            Servicing Compensation...................................................................83
SECTION 3.19            Reports to the Trust Administrator; Collection Account
                        Statements...............................................................................83
SECTION 3.20            Statement as to Compliance...............................................................84
SECTION 3.21            Assessments of Compliance and Attestation Reports........................................85
SECTION 3.22            Access to Certain Documentation..........................................................86
SECTION 3.23            Title, Management and Disposition of REO Property........................................86
SECTION 3.24            Obligations of the Servicer in Respect of Prepayment Interest
                        Shortfalls...............................................................................90
SECTION 3.25            Obligations of the Servicer in Respect of Monthly Payments...............................90
SECTION 3.26            Advance Facility.........................................................................90

ARTICLE IV PAYMENTS TO CERTIFICATEHOLDERS                                                                        92

SECTION 4.01            Distributions............................................................................92
SECTION 4.02            Statements to Certificateholders.........................................................99
SECTION 4.03            Remittance Reports; P&I Advances........................................................103
SECTION 4.04            Allocation of Extraordinary Trust Fund Expenses and Realized
                        Losses..................................................................................104
SECTION 4.05            Compliance with Withholding Requirements................................................107
SECTION 4.06            Net WAC Rate Carryover Reserve Account..................................................107
SECTION 4.07            Commission Reporting....................................................................108
SECTION 4.08            Cap Account.............................................................................110

ARTICLE V THE CERTIFICATES                                                                                      112

SECTION 5.01            The Certificates........................................................................112
SECTION 5.02            Registration of Transfer and Exchange of Certificates...................................114
SECTION 5.03            Mutilated, Destroyed, Lost or Stolen Certificates.......................................119
SECTION 5.04            Persons Deemed Owners...................................................................120
SECTION 5.05            Certain Available Information...........................................................120

ARTICLE VI THE DEPOSITOR AND THE SERVICER                                                                       121

SECTION 6.01            Liability of the Depositor and the Servicer.............................................121
SECTION 6.02            Merger or Consolidation of the Depositor or the Servicer................................121
SECTION 6.03            Limitation on Liability of the Depositor, the Servicer and
                        Others..................................................................................121
SECTION 6.04            Limitation on Resignation of the Servicer...............................................122
SECTION 6.05            Rights of the Depositor in Respect of the Servicer......................................123
SECTION 6.06            Duties of the Credit Risk Manager.......................................................124
SECTION 6.07            Limitation Upon Liability of the Credit Risk Manager....................................124
SECTION 6.08            Removal of the Credit Risk Manager......................................................124

ARTICLE VII DEFAULT                                                                                             125

SECTION 7.01            Servicer Events of Default..............................................................125


                                                         ii

<PAGE>

SECTION 7.02            Trust Administrator or Trustee to Act; Appointment of Successor.........................127
SECTION 7.03            Notification to Certificateholders......................................................128
SECTION 7.04            Waiver of Servicer Events of Default....................................................128

ARTICLE VIII CONCERNING THE TRUSTEE aND THE TRUST ADMINISTRATOR                                                 130

SECTION 8.01            Duties of Trustee and Trust Administrator...............................................130
SECTION 8.02            Certain Matters Affecting the Trustee and the Trust
                        Administrator...........................................................................131
SECTION 8.03            Neither the Trustee nor Trust Administrator Liable for
                        Certificates or Mortgage Loans..........................................................133
SECTION 8.04            Trustee and Trust Administrator May Own Certificates....................................133
SECTION 8.05            Trustee's, Trust Administrator's and Custodians' Fees and
                        Expenses................................................................................133
SECTION 8.06            Eligibility Requirements for Trustee and Trust Administrator............................134
SECTION 8.07            Resignation and Removal of the Trustee and the Trust
                        Administrator...........................................................................135
SECTION 8.08            Successor Trustee or Trust Administrator................................................136
SECTION 8.09            Merger or Consolidation of Trustee or Trust Administrator...............................137
SECTION 8.10            Appointment of Co-Trustee or Separate Trustee...........................................137
SECTION 8.11            [Reserved]..............................................................................138
SECTION 8.12            Appointment of Office or Agency.........................................................138
SECTION 8.13            Representations and Warranties..........................................................138
SECTION 8.14            [Reserved]..............................................................................139
SECTION 8.15            No Trustee or Trust Administrator Liability for Actions or
                        Inactions of Custodians.................................................................139

ARTICLE IX TERMINATION                                                                                          140

SECTION 9.01            Termination Upon Repurchase or Liquidation of the Mortgage
                        Loans...................................................................................140
SECTION 9.02            Additional Termination Requirements.....................................................142

ARTICLE X REMIC PROVISIONS                                                                                      143

SECTION 10.01           REMIC Administration....................................................................143
SECTION 10.02           Prohibited Transactions and Activities..................................................146
SECTION 10.03           Servicer, Trustee and Trust Administrator Indemnification...............................146

ARTICLE XI MISCELLANEOUS PROVISIONS                                                                             147

SECTION 11.01           Amendment...............................................................................147
SECTION 11.02           Recordation of Agreement; Counterparts..................................................148
SECTION 11.03           Limitation on Rights of Certificateholders..............................................148
SECTION 11.04           Governing Law...........................................................................149
SECTION 11.05           Notices.................................................................................149


                                                         iii

<PAGE>

SECTION 11.06           Severability of Provisions..............................................................150
SECTION 11.07           Notice to Rating Agencies...............................................................150
SECTION 11.08           Article and Section References..........................................................151
SECTION 11.09           Grant of Security Interest..............................................................151
SECTION 11.10           Third Party Rights......................................................................152
SECTION 11.11           Intention of the Parties and Interpretation.............................................152
</TABLE>


                                                         iv

<PAGE>
Exhibits

Exhibit A-1       Form of Class A-1A Certificate
Exhibit A-2       Form of Class A-1B Certificate
Exhibit A-3       Form of Class A-1C Certificate
Exhibit A-4       Form of Class A-1D Certificate
Exhibit A-5       Form of Class M-1 Certificate
Exhibit A-6       Form of Class M-2 Certificate
Exhibit A-7       Form of Class M-3 Certificate
Exhibit A-8       Form of Class M-4 Certificate
Exhibit A-9       Form of Class M-5 Certificate
Exhibit A-10      Form of Class M-6 Certificate
Exhibit A-11      Form of Class M-7 Certificate
Exhibit A-12      Form of Class M-8 Certificate
Exhibit A-13      Form of Class M-9 Certificate
Exhibit A-14      Form of Class M-10 Certificate
Exhibit A-15      Form of Class M-11 Certificate
Exhibit A-16      Form of Class CE Certificate
Exhibit A-17      Form of Class P Certificate
Exhibit A-18      Form of Class R Certificate
Exhibit A-19      Form of Class R-X Certificate
Exhibit B         Form 10-D, Form 8-K and Form 10-K Reporting Responsibility
Exhibit C         Servicing Criteria to Be Addressed in Assessment of Compliance
Exhibit D         Form of Assignment Agreements
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-1       Form of Certification to be provided by the Depositor with
                  Form 10-K
Exhibit H-2       Form of Certification to be provided to the Depositor by the
                  Trust Administrator
Exhibit H-3       Form of Certification to be provided to the Depositor by the
                  Servicer
Exhibit I         Form of Cap Contract
Exhibit J         Form of Cap Administration Agreement

Schedule 1        Mortgage Loan Schedule
Schedule 2        Prepayment Charge Schedule


                                       v
<PAGE>

            This Pooling and  Servicing  Agreement,  is dated and effective as
of February 1, 2006,  among CITIGROUP  MORTGAGE LOAN TRUST INC., as Depositor,
WELLS FARGO BANK, N.A., as Servicer,  CITIBANK,  N.A., as Trust Administrator,
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 pool of assets comprised of the
Mortgage Loans and certain other related assets subject to this Agreement.

<PAGE>

                                     REMIC I

            As provided herein, the Trust Administrator will elect to treat the
segregated pool of assets consisting of the Mortgage Loans and certain other
related assets (other than any Servicer Prepayment Charge Payment Amounts, the
Net WAC Rate Carryover Reserve Account, the Cap Account and the Cap Contract)
subject to this Agreement as a REMIC for federal income tax purposes, and such
pool of assets will be designated as "REMIC I." The Class R-I Interest will be
the sole class of "residual interests" in REMIC I for purposes of the REMIC
Provisions (as defined herein). The following table irrevocably sets forth the
designation, the REMIC I 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 Regular Interests
(as defined herein). None of the REMIC I Regular Interests will be certificated.


<TABLE>
<CAPTION>
                         REMIC I                   Initial                 Latest Possible
   Designation        Remittance Rate       Uncertificated Balance         Maturity Date(1)
----------------      ---------------       ----------------------         ----------------
<S>                   <C>                   <C>                            <C>
     I-LTAA                 (2)              $   403,276,632.02             December 2035
    I-LTA1A                 (2)              $     1,698,030.00             December 2035
    I-LTA1B                 (2)              $       559,160.00             December 2035
    I-LTA1C                 (2)              $       583,760.00             December 2035
    I-LTA1D                 (2)              $       475,790.00             December 2035
     I-LTM1                 (2)              $       141,970.00             December 2035
     I-LTM2                 (2)              $       129,620.00             December 2035
     I-LTM3                 (2)              $        84,360.00             December 2035
     I-LTM4                 (2)              $        63,790.00             December 2035
     I-LTM5                 (2)              $        63,780.00             December 2035
     I-LTM6                 (2)              $        53,500.00             December 2035
     I-LTM7                 (2)              $        47,320.00             December 2035
     I-LTM8                 (2)              $        26,750.00             December 2035
     I-LTM9                 (2)              $        39,090.00             December 2035
    I-LTM10                 (2)              $        34,980.00             December 2035
    I-LTM11                 (2)              $        41,150.00             December 2035
     I-LTZZ                 (2)              $     4,187,085.35             December 2035
     I-LTP                  (2)              $           100.00             December 2035
</TABLE>

------------------
(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 Mortgage
    Loan with the latest maturity date has been designated as the "latest
    possible maturity date" for each REMIC I Regular Interest.
(2) Calculated in accordance with the definition of "REMIC I Remittance Rate"
    herein.

                                        2
<PAGE>

                                    REMIC II

            As provided herein, the Trust Administrator will elect to treat the
segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC
for federal income tax purposes, and such segregated pool of assets will be
designated as "REMIC II." The Class R-II Interest will evidence the sole class
of "residual interests" in REMIC II for purposes of the REMIC Provisions under
federal income tax law. The following table irrevocably sets forth the
designation, the Pass-Through Rate, the initial aggregate Certificate Principal
Balance and, for purposes of satisfying Treasury regulation Section
1.860G-1(a)(4)(iii), the "latest possible maturity date" for the indicated
Classes of Certificates and the Class CE Interest and the Class P Interest,
which are uncertificated.

<TABLE>
<CAPTION>
                                            Initial Aggregate
                                                Certificate            Latest Possible
   Designation        Pass-Through Rate      Principal Balance         Maturity Date(1)
----------------      -----------------      -----------------         ----------------
<S>                   <C>                   <C>                            <C>
    Class A-1A           Variable(2)         $   169,803,000.00          December 2035
    Class A-1B           Variable(2)         $    55,916,000.00          December 2035
    Class A-1C           Variable(2)         $    58,376,000.00          December 2035
    Class A-1D           Variable(2)         $    47,579,000.00          December 2035
    Class M-1            Variable(2)         $    14,197,000.00          December 2035
    Class M-2            Variable(2)         $    12,962,000.00          December 2035
    Class M-3            Variable(2)         $     8,436,000.00          December 2035
    Class M-4            Variable(2)         $     6,379,000.00          December 2035
    Class M-5            Variable(2)         $     6,378,000.00          December 2035
    Class M-6            Variable(2)         $     5,350,000.00          December 2035
    Class M-7            Variable(2)         $     4,732,000.00          December 2035
    Class M-8            Variable(2)         $     2,675,000.00          December 2035
    Class M-9            Variable(2)         $     3,909,000.00          December 2035
    Class M-10           Variable(2)         $     3,498,000.00          December 2035
    Class M-11           Variable(2)         $     4,115,000.00          December 2035
 Class CE Interest       Variable(3)         $     7,201,767.37          December 2035
 Class P Interest        N/A(4)              $           100.00          December 2035
</TABLE>
---------------
(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 Mortgage
    Loans 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) The Class CE Interest will accrue interest at their variable Pass-Through
   Rate on the Notional Amount of the Class CE Interest outstanding from time to
    time which shall equal the aggregate Uncertificated Balance of the REMIC I
    Regular Interests (other than REMIC I Regular Interest I-LTP). The Class CE
    Interest will not accrue interest on their Certificate Principal Balance.
(4) The Class P Interest will not accrue interest.


                                       3
<PAGE>

                                    REMIC III

            As provided herein, the Trust Administrator will elect to treat the
segregated pool of assets consisting of the Class CE Interest as a REMIC for
federal income tax purposes, and such pool of assets will be designated as
"REMIC III." The Class R-III Interest will evidence the sole class of "residual
interests" in REMIC III for purposes of the REMIC Provisions under federal
income tax law. The following table irrevocably sets forth the designation, the
Pass-Through Rate, the initial aggregate Certificate Principal Balance and, for
purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the
"latest possible maturity date" for the indicated Class of Certificates.

<TABLE>
<CAPTION>
                                            Initial Aggregate
                                                Certificate            Latest Possible
   Designation        Pass-Through Rate      Principal Balance         Maturity Date(1)
----------------      -----------------      -----------------         ----------------
<S>                   <C>                   <C>                            <C>
    Class CE             Variable(2)        $ 7,201,767.37               December 2035
  Certificates
</TABLE>
---------------
(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 Mortgage
    Loans with the latest maturity date has been designated as the "latest
    possible maturity date" for the Class CE Certificates.
(2) The Class CE Certificates will receive 100% of amounts received in respect
    of the Class CE Interest.


                                       4
<PAGE>

                                    REMIC IV

            As provided herein, the Trust Administrator will elect to treat the
segregated pool of assets consisting of the Class P Interest as a REMIC for
federal income tax purposes, and such pool of assets will be designated as
"REMIC IV." The Class R-IV Interest will evidence the sole class of "residual
interests" in REMIC IV for purposes of the REMIC Provisions under federal income
tax law. The following table irrevocably sets forth the designation, the
Pass-Through Rate, the initial aggregate Certificate Principal Balance and, for
purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the
"latest possible maturity date" for the indicated Classes of Certificates.

<TABLE>
<CAPTION>
                                            Initial Aggregate
                                                Certificate            Latest Possible
   Designation        Pass-Through Rate      Principal Balance         Maturity Date(1)
----------------      -----------------      -----------------         ----------------
<S>                   <C>                   <C>                            <C>
Class P Certificates      Variable(2)       $       100.00               December 2035
</TABLE>
---------------
(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 Mortgage
    Loans with the latest maturity date has been designated as the "latest
    possible maturity date" for the Class P Certificates.
(2) The Class P Certificates will receive 100% of amounts received in respect of
    the Class P Interest.

            As of the Cut-off Date, the Mortgage Loans had an aggregate Stated
Principal Balance equal to $411,506,867.37.

            In consideration of the mutual agreements herein contained, the
Depositor, the Servicer, the Trust Administrator and the Trustee agree as
follows:


                                       5
<PAGE>

                                    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.

            "Adjustable-Rate Mortgage Loan": Each of the Mortgage Loans
identified on the Mortgage Loan Schedule as having a Mortgage Rate that is
subject to adjustment.

            "Adjustment Date": With respect to each Adjustable-Rate Mortgage
Loan, the first day of the month in which the Mortgage Rate of such Mortgage
Loan changes pursuant to the related Mortgage Note. The first Adjustment Date
following the Cut-off Date as to each Adjustable-Rate Mortgage Loan is set forth
in the Mortgage Loan Schedule.

            "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.

            "Agreement":   This  Pooling  and  Servicing   Agreement  and  all
amendments hereof and supplements hereto.

            "Allocated Realized Loss Amount": With respect to any Distribution
Date and any Class of Mezzanine Certificates, (x) the sum of (i) any Realized
Losses allocated to such Class of Certificates on such Distribution Date and
(ii) the amount of any Allocated Realized Loss Amount for such Class of
Certificates remaining unpaid from the previous Distribution Date minus (y) the
amount of the increase in the Certificate Principal Balance of such Class due to
the receipt of Subsequent Recoveries as provided in Section 4.01.

            "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
the record of sale of the Mortgage.

            "Assignment Agreement": Each of the agreements among the Depositor,
the Sponsor and the Originator regarding the transfer of the Mortgage Loans by
the Sponsor to or at the direction of the Depositor, substantially in the form
of Exhibit D annexed hereto.

            "Available Distribution Amount": With respect to any Distribution
Date, an amount equal to the excess of (i) the sum of (a) the aggregate of the
Monthly Payments due

                                       6
<PAGE>

during the Due Period relating to such Distribution Date and received by the
Servicer (or by a Sub-Servicer on their behalf) on or prior to the related
Determination Date, after deduction of the Servicing Fee and the Credit Risk
Manager Fee for such Distribution Date, (b) Liquidation Proceeds, Insurance
Proceeds, Principal Prepayments, proceeds from repurchases of and substitutions
for Mortgage Loans, Subsequent Recoveries and other unscheduled payments of
principal and interest in respect of the Mortgage Loans or REO Properties
received by the Servicer during the related Prepayment Period, (c) the aggregate
of any amounts on deposit in the Distribution Account representing Compensating
Interest Payments paid by the Servicer in respect of Prepayment Interest
Shortfalls relating to Principal Prepayments that occurred during the related
Prepayment Period, (d) the aggregate of any P&I Advances made by the Servicer
for such Distribution Date and (e) Prepayment Charges received and Servicer
Prepayment Charge Payment Amounts paid in respect of Mortgage Loans with respect
to which a Principal Prepayment occurred during the related Prepayment Period
and any amounts received from the Sponsor as contemplated in Section 2.03(b) in
respect of any Principal Prepayment that occurred during or prior to the related
Prepayment Period over (ii) the sum of (a) amounts reimbursable to the Servicer,
the Trustee, the Trust Administrator 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 Servicer
or to be withdrawn by the Servicer from the Collection Account pursuant to
Section 3.18.

            "Balloon Mortgage Loan": A fixed-rate Mortgage Loan that provides
for the payment of the unamortized Stated Principal Balance of such Mortgage
Loan in a single payment at the maturity of such fixed-rate Mortgage Loan that
is substantially greater than the preceding monthly payment.

            "Balloon Payment": A payment of the unamortized Stated Principal
Balance of a fixed-rate Mortgage Loan in a single payment at the maturity of
such fixed-rate Mortgage Loan that is substantially greater than the preceding
Monthly Payment.

            "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
the Class A Certificates and the Mezzanine 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 Texas, the State of Missouri, the State of Iowa, the State of Maryland,
the State of California, the State of Arizona,

                                       7
<PAGE>

or in the city in which the Corporate Trust Office of the Trustee or the
Corporate Trust Office of the Trust Administrator is located, are authorized or
obligated by law or executive order to be closed.

            "Cap  Account":  The  account or accounts  created and  maintained
pursuant to Section 4.08.  The Cap Account must be an Eligible Account.

            "Cap Administration Agreement": As defined in Section 4.01.

            "Cap Administrator": Citibank, N.A..

            "Cap  Contract":  The cap  contract  between the Trustee on behalf
of the Trust and the Cap Provider in the form attached hereto as Exhibit I.

            "Cap Provider":  Swiss Re Financial Products Corporation.

            "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
2006-WFHE1,  Asset-Backed Pass-Through Certificates, Series 2006-WFHE1, issued
under this Agreement.

            "Certificate Factor": With respect to any Class of 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 the Notional Amount, in the case of the Class CE Certificates) 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 the
Notional Amount, in the case of the Class CE Certificates) 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 the Notional Amount,
in the case of the Class CE Certificates) of such Class of Certificates as of
the Closing Date.

            "Certificate Margin": With respect to the Floating Rate Certificates
and for purposes of the Marker Rate and the Maximum I-LTZZ Uncertificated
Interest Deferral Amount, the specified REMIC I Regular Interest as follows:

                     REMIC I Regular
            Class        Interest       Certificate Margin
            -----        --------       ------------------
                                         (1)(%)       (2)(%)
                                         ------       ------
             A-1A        I-LTA1A         0.070%      0.140%
             A-1B        I-LTA1B         0.110%      0.220%
             A-1C        I-LTA1C         0.170%      0.340%
             A-1D        I-LTA1D         0.280%      0.560%
             M-1          I-LTM1         0.350%      0.525%
             M-2          I-LTM1         0.370%      0.555%
             M-3          I-LTM3         0.400%      0.600%
             M-4          I-LTM4         0.500%      0.750%
             M-5          I-LTM5         0.520%      0.780%

                                       8
<PAGE>

             M-6          I-LTM6         0.600%      0.900%
             M-7          I-LTM7         1.150%      1.725%
             M-8          I-LTM8         1.300%      1.950%
             M-9          I-LTM9         2.250%      3.375%
             M-10        I-LTM10         3.000%      4.500%
             M-11        I-LTM11         3.000%      4.500%
      ------------
      (1)   For each Interest Accrual Period for each Distribution Date on or
      prior to the Optional Termination Date.
      (2)   For each other Interest Accrual Period.

            "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 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 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 each Class A
Certificate, Mezzanine Certificate or Class P Certificate 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, minus all distributions allocable to
principal made thereon and, in the case of the Mezzanine Certificates, Realized
Losses allocated thereto on such immediately prior Distribution Date (or, in the
case of any date of determination up to and including the first Distribution
Date, the initial Certificate Principal Balance of such Certificate, as stated
on the face thereof). With respect to the Class CE Certificates as of any date
of determination, an amount equal to the Percentage Interest evidenced by such
Certificate times the excess, if any, of (A) the then aggregate Uncertificated
Balance of the REMIC I Regular Interests over (B) the then aggregate Certificate
Principal Balance of the Class A Certificates, the Mezzanine Certificates and
the Class P Certificates then outstanding.

            "Certificate Register" and "Certificate Registrar": The register
maintained pursuant to Section 5.02. Citibank, N.A. will act as Certificate
Registrar, for so long as it is Trust Administrator under this Agreement.

                                       9
<PAGE>

            "Citibank": Citibank, N.A.

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

            "Class A-1A Certificates": Any one of the Class A-1A Certificates
executed, authenticated and delivered by the Trust Administrator, substantially
in the form annexed hereto as Exhibit A-1 and evidencing a Regular Interest in
REMIC II for purposes of the REMIC Provisions.

            "Class A-1B Certificates": Any one of the Class A-1B Certificates
executed, authenticated and delivered by the Trust Administrator, substantially
in the form annexed hereto as Exhibit A-3 and evidencing a Regular Interest in
REMIC II for purposes of the REMIC Provisions.

            "Class A-1C Certificates": Any one of the Class A-1C Certificates
executed, authenticated and delivered by the Trust Administrator, substantially
in the form annexed hereto as Exhibit A-4 and evidencing a Regular Interest in
REMIC II for purposes of the REMIC Provisions.

            "Class A-1D Certificates": Any one of the Class A-1D Certificates
executed, authenticated and delivered by the Trust Administrator, substantially
in the form annexed hereto as Exhibit A-5 and evidencing a Regular Interest in
REMIC II for purposes of the REMIC Provisions.

            "Class A Certificates": Collectively, the Class A-1A Certificates,
the Class A-1B Certificates, the Class A-1C Certificates and the Class A-1D
Certificates.

            "Class CE Certificate": Any one of the Class CE Certificates
executed, authenticated and delivered by the Trust Administrator, substantially
in the form annexed hereto as Exhibit A-17 and evidencing a Regular Interest in
REMIC III for purposes of the REMIC Provisions.

            "Class CE Interest": An uncertificated interest in the Trust Fund
held by the Trust Administrator on behalf of the Holders of the Class CE
Certificates, evidencing a Regular Interest in REMIC II for purposes of the
REMIC Provisions.

            "Class M-1 Certificate": Any one of the Class M-1 Certificates
executed, authenticated and delivered by the Trust Administrator, substantially
in the form annexed hereto as Exhibit A-6 and evidencing a Regular Interest in
REMIC II for purposes of the REMIC Provisions.

            "Class M-1 Principal Distribution Amount": With respect to any
Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Senior
Principal Distribution Amount on such Distribution Date) and (ii) the
Certificate Principal Balance of the Class M-1 Certificates immediately prior to
such Distribution Date over (y) the lesser of (A) the product of (i)
approximately 68.10% and (ii) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after

                                       10
<PAGE>

giving effect to scheduled payments of principal due during the related Due
Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) and (B) the excess, if
any, of the aggregate Stated Principal Balance of the Mortgage Loans as of the
last day of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) over 0.50% of the aggregate Stated Principal Balance of the Mortgage
Loans as of the Cut-off Date.

            "Class M-2 Certificate": Any one of the Class M-2 Certificates
executed, authenticated and delivered by the Trust Administrator, substantially
in the form annexed hereto as Exhibit A-7 and evidencing a Regular Interest in
REMIC II for purposes of the REMIC Provisions.

            "Class M-2 Principal Distribution Amount": With respect to any
Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Senior
Principal Distribution Amount on such Distribution Date), (ii) the Certificate
Principal Balance of the Class M-1 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-1
Principal Distribution Amount on such Distribution Date) and (iii) the
Certificate Principal Balance of the Class M-2 Certificates immediately prior to
such Distribution Date over (y) the lesser of (A) the product of (i)
approximately 74.40% and (ii) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period) and (B) the excess, if any, of the
aggregate Stated Principal Balance of the Mortgage Loans as of the last day of
the related Due Period (after giving effect to scheduled payments of principal
due during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment
Period) over 0.50% of the aggregate Stated Principal Balance of the Mortgage
Loans as of the Cut-off Date.

            "Class M-3 Certificate": Any one of the Class M-3 Certificates
executed, authenticated and delivered by the Trust Administrator, substantially
in the form annexed hereto as Exhibit A-8 and evidencing a Regular Interest in
REMIC II for purposes of the REMIC Provisions.

            "Class M-3 Principal Distribution Amount": With respect to any
Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Senior
Principal Distribution Amount on such Distribution Date), (ii) the Certificate
Principal Balance of the Class M-1 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-1
Principal Distribution Amount on such Distribution Date), (iii) the Certificate
Principal Balance of the Class M-2 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-2
Principal Distribution Amount on such Distribution Date) and (iv) the
Certificate Principal Balance of the Class M-3 Certificates immediately prior to
such Distribution Date over (y) the lesser of (A) the product of (i)
approximately 78.50% and (ii) the aggregate Stated

                                       11
<PAGE>

Principal Balance of the Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period) and (B)
the excess, if any, of the aggregate Stated Principal Balance of the Mortgage
Loans as of the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period, to the extent
received or advanced, and unscheduled collections of principal received during
the related Prepayment Period) over 0.50% of the aggregate Stated Principal
Balance of the Mortgage Loans as of the Cut-off Date.

            "Class M-4 Certificate": Any one of the Class M-4 Certificates
executed, authenticated and delivered by the Trust Administrator, substantially
in the form annexed hereto as Exhibit A-9 and evidencing a Regular Interest in
REMIC II for purposes of the REMIC Provisions.

            "Class M-4 Principal Distribution Amount": With respect to any
Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Senior
Principal Distribution Amount on such Distribution Date), (ii) the Certificate
Principal Balance of the Class M-1 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-1
Principal Distribution Amount on such Distribution Date), (iii) the Certificate
Principal Balance of the Class M-2 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-2
Principal Distribution Amount on such Distribution Date), (iv) the Certificate
Principal Balance of the Class M-3 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-3
Principal Distribution Amount on such Distribution Date) and (v) the Certificate
Principal Balance of the Class M-4 Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i) approximately
81.60% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) and (B) the excess, if any, of the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period) over
0.50% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date.

            "Class M-5 Certificate": Any one of the Class M-5 Certificates
executed, authenticated and delivered by the Trust Administrator, substantially
in the form annexed hereto as Exhibit A-10 and evidencing a Regular Interest in
REMIC II for purposes of the REMIC Provisions.

            "Class M-5 Principal Distribution Amount": With respect to any
Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Senior
Principal Distribution Amount on such Distribution Date), (ii) the Certificate
Principal Balance of the Class M-1 Certificates immediately prior to such
Distribution

                                       12
<PAGE>

Date (after taking into account the distribution of the Class M-1 Principal
Distribution Amount on such Distribution Date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates immediately prior to such Distribution
Date (after taking into account the distribution of the Class M-2 Principal
Distribution Amount on such Distribution Date), (iv) the Certificate Principal
Balance of the Class M-3 Certificates immediately prior to such Distribution
Date (after taking into account the distribution of the Class M-3 Principal
Distribution Amount on such Distribution Date), (v) the Certificate Principal
Balance of the Class M-4 Certificates immediately prior to such Distribution
Date (after taking into account the distribution of the Class M-4 Principal
Distribution Amount on such Distribution Date) and (vi) the Certificate
Principal Balance of the Class M-5 Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i) approximately
84.70% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) and (B) the excess, if any, of the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period) over
0.50% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date.

            "Class M-6 Certificate": Any one of the Class M-6 Certificates
executed, authenticated and delivered by the Trust Administrator, substantially
in the form annexed hereto as Exhibit A-11 and evidencing a Regular Interest in
REMIC II for purposes of the REMIC Provisions.

            "Class M-6 Principal Distribution Amount": With respect to any
Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates immediately prior to such
Distribution Date (after taking into account the distributions of the Senior
Principal Distribution Amount on such Distribution Date), (ii) the Certificate
Principal Balance of the Class M-1 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-1
Principal Distribution Amount on such Distribution Date), (iii) the Certificate
Principal Balance of the Class M-2 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-2
Principal Distribution Amount on such Distribution Date), (iv) the Certificate
Principal Balance of the Class M-3 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-3
Principal Distribution Amount on such Distribution Date), (v) the Certificate
Principal Balance of the Class M-4 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-4
Principal Distribution Amount on such Distribution Date), (vi) the Certificate
Principal Balance of the Class M-5 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-5
Principal Distribution Amount on such Distribution Date) and (vii) the
Certificate Principal Balance of the Class M-6 Certificates immediately prior to
such Distribution Date over (y) the lesser of (A) the product of (i)
approximately 87.30% and (ii) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period) and (B) the excess, if

                                       13
<PAGE>

any, of the aggregate Stated Principal Balance of the Mortgage Loans as of the
last day of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) over 0.50% of the aggregate Stated Principal Balance of the Mortgage
Loans as of the Cut-off Date.

            "Class M-7 Certificate": Any one of the Class M-7 Certificates
executed, authenticated and delivered by the Trust Administrator, substantially
in the form annexed hereto as Exhibit A-12 and evidencing a Regular Interest in
REMIC II for purposes of the REMIC Provisions.

            "Class M-7 Principal Distribution Amount": With respect to any
Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Senior
Principal Distribution Amount on such Distribution Date), (ii) the Certificate
Principal Balance of the Class M-1 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-1
Principal Distribution Amount on such Distribution Date), (iii) the Certificate
Principal Balance of the Class M-2 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-2
Principal Distribution Amount on such Distribution Date), (iv) the Certificate
Principal Balance of the Class M-3 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-3
Principal Distribution Amount on such Distribution Date), (v) the Certificate
Principal Balance of the Class M-4 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-4
Principal Distribution Amount on such Distribution Date), (vi) the Certificate
Principal Balance of the Class M-5 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-5
Principal Distribution Amount on such Distribution Date), (vii) the Certificate
Principal Balance of the Class M-6 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-6
Principal Distribution Amount on such Distribution Date) and (viii) the
Certificate Principal Balance of the Class M-7 Certificates immediately prior to
such Distribution Date over (y) the lesser of (A) the product of (i)
approximately 89.60% and (ii) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period) and (B) the excess, if any, of the
aggregate Stated Principal Balance of the Mortgage Loans as of the last day of
the related Due Period (after giving effect to scheduled payments of principal
due during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment
Period) over 0.50% of the aggregate Stated Principal Balance of the Mortgage
Loans as of the Cut-off Date.

            "Class M-8 Certificate": Any one of the Class M-8 Certificates
executed, authenticated and delivered by the Trust Administrator, substantially
in the form annexed hereto as Exhibit A-13 and evidencing a Regular Interest in
REMIC II for purposes of the REMIC Provisions.

                                       14
<PAGE>

            "Class M-8 Principal Distribution Amount": With respect to any
Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Senior
Principal Distribution Amount on such Distribution Date), (ii) the Certificate
Principal Balance of the Class M-1 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-1
Principal Distribution Amount on such Distribution Date), (iii) the Certificate
Principal Balance of the Class M-2 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-2
Principal Distribution Amount on such Distribution Date), (iv) the Certificate
Principal Balance of the Class M-3 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-3
Principal Distribution Amount on such Distribution Date), (v) the Certificate
Principal Balance of the Class M-4 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-4
Principal Distribution Amount on such Distribution Date), (vi) the Certificate
Principal Balance of the Class M-5 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-5
Principal Distribution Amount on such Distribution Date), (vii) the Certificate
Principal Balance of the Class M-6 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-6
Principal Distribution Amount on such Distribution Date), (viii) the Certificate
Principal Balance of the Class M-7 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-7
Principal Distribution Amount on such Distribution Date) and (viii) the
Certificate Principal Balance of the Class M-8 Certificates immediately prior to
such Distribution Date over (y) the lesser of (A) the product of (i)
approximately 90.90% and (ii) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period) and (B) the excess, if any, of the
aggregate Stated Principal Balance of the Mortgage Loans as of the last day of
the related Due Period (after giving effect to scheduled payments of principal
due during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment
Period) over 0.50% of the aggregate Stated Principal Balance of the Mortgage
Loans as of the Cut-off Date.

            "Class M-9 Certificate": Any one of the Class M-9 Certificates
executed, authenticated and delivered by the Trust Administrator, substantially
in the form annexed hereto as Exhibit A-14 and evidencing a Regular Interest in
REMIC II for purposes of the REMIC Provisions.

            "Class M-9 Principal Distribution Amount": With respect to any
Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Senior
Principal Distribution Amount on such Distribution Date), (ii) the Certificate
Principal Balance of the Class M-1 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-1
Principal Distribution Amount on such Distribution Date), (iii) the Certificate
Principal Balance of the Class M-2 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-2
Principal Distribution Amount on such Distribution Date), (iv) the Certificate

                                       15
<PAGE>

Principal Balance of the Class M-3 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-3
Principal Distribution Amount on such Distribution Date), (v) the Certificate
Principal Balance of the Class M-4 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-4
Principal Distribution Amount on such Distribution Date), (vi) the Certificate
Principal Balance of the Class M-5 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-5
Principal Distribution Amount on such Distribution Date), (vii) the Certificate
Principal Balance of the Class M-6 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-6
Principal Distribution Amount on such Distribution Date), (viii) the Certificate
Principal Balance of the Class M-7 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-7
Principal Distribution Amount on such Distribution Date), (ix) the Certificate
Principal Balance of the Class M-8 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-8
Principal Distribution Amount on such Distribution Date) and (x) the Certificate
Principal Balance of the Class M-9 Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i) approximately
92.80% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) and (B) the excess, if any, of the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period) over
0.50% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date.

            "Class M-10 Certificate": Any one of the Class M-10 Certificates
executed, authenticated and delivered by the Trust Administrator, substantially
in the form annexed hereto as Exhibit A-15 and evidencing a Regular Interest in
REMIC II for purposes of the REMIC Provisions.

            "Class M-10 Principal Distribution Amount": With respect to any
Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Senior
Principal Distribution Amount on such Distribution Date), (ii) the Certificate
Principal Balance of the Class M-1 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-1
Principal Distribution Amount on such Distribution Date), (iii) the Certificate
Principal Balance of the Class M-2 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-2
Principal Distribution Amount on such Distribution Date), (iv) the Certificate
Principal Balance of the Class M-3 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-3
Principal Distribution Amount on such Distribution Date), (v) the Certificate
Principal Balance of the Class M-4 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-4
Principal Distribution Amount on such Distribution Date), (vi) the Certificate
Principal Balance of the Class M-5 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-5
Principal Distribution Amount on

                                       16
<PAGE>

such Distribution Date), (vii) the Certificate Principal Balance of the Class
M-6 Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-6 Principal Distribution Amount on such
Distribution Date), (viii) the Certificate Principal Balance of the Class M-7
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-7 Principal Distribution Amount on such
Distribution Date), (ix) the Certificate Principal Balance of the Class M-8
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-8 Principal Distribution Amount on such
Distribution Date), (x) the Certificate Principal Balance of the Class M-9
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-9 Principal Distribution Amount on such
Distribution Date) and (xi) the Certificate Principal Balance of the Class M-10
Certificates immediately prior to such Distribution Date over (y) the lesser of
(A) the product of (i) approximately 94.50% and (ii) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period) and (B)
the excess, if any, of the aggregate Stated Principal Balance of the Mortgage
Loans as of the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period, to the extent
received or advanced, and unscheduled collections of principal received during
the related Prepayment Period) over 0.50% of the aggregate Stated Principal
Balance of the Mortgage Loans as of the Cut-off Date.

            "Class M-11 Certificate": Any one of the Class M-11 Certificates
executed, authenticated and delivered by the Trust Administrator, substantially
in the form annexed hereto as Exhibit A-16 and evidencing a Regular Interest in
REMIC II for purposes of the REMIC Provisions.

            "Class M-11 Principal Distribution Amount": With respect to any
Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Senior
Principal Distribution Amount on such Distribution Date), (ii) the Certificate
Principal Balance of the Class M-1 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-1
Principal Distribution Amount on such Distribution Date), (iii) the Certificate
Principal Balance of the Class M-2 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-2
Principal Distribution Amount on such Distribution Date), (iv) the Certificate
Principal Balance of the Class M-3 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-3
Principal Distribution Amount on such Distribution Date), (v) the Certificate
Principal Balance of the Class M-4 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-4
Principal Distribution Amount on such Distribution Date), (vi) the Certificate
Principal Balance of the Class M-5 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-5
Principal Distribution Amount on such Distribution Date), (vii) the Certificate
Principal Balance of the Class M-6 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-6
Principal Distribution Amount on such Distribution Date), (viii) the Certificate
Principal Balance of the Class M-7 Certificates immediately prior to such
Distribution Date

                                       17
<PAGE>

(after taking into account the distribution of the Class M-7 Principal
Distribution Amount on such Distribution Date), (ix) the Certificate Principal
Balance of the Class M-8 Certificates immediately prior to such Distribution
Date (after taking into account the distribution of the Class M-8 Principal
Distribution Amount on such Distribution Date), (x) the Certificate Principal
Balance of the Class M-9 Certificates immediately prior to such Distribution
Date (after taking into account the distribution of the Class M-9 Principal
Distribution Amount on such Distribution Date), (xi) the Certificate Principal
Balance of the Class M-10 Certificates immediately prior to such Distribution
Date (after taking into account the distribution of the Class M-10 Principal
Distribution Amount on such Distribution Date) and (xii) the Certificate
Principal Balance of the Class M-11 Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i) approximately
96.50% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) and (B) the excess, if any, of the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period) over
0.50% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date.

            "Class P Certificate": Any one of the Class P Certificates executed,
authenticated and delivered by the Trust Administrator, substantially in the
form annexed hereto as Exhibit A-18 and evidencing a Regular Interest in REMIC
IV for purposes of the REMIC Provisions.

            "Class P Interest": An uncertificated interest in the Trust Fund
held by the Trust Administrator on behalf of the Holders of the Class P
Certificates, evidencing a Regular Interest in REMIC II for purposes of the
REMIC Provisions.

            "Class R Certificate": Any one of the Class R Certificates executed,
authenticated and delivered by the Trust Administrator, substantially in the
form annexed hereto as Exhibit A-19 and evidencing the ownership of the Class
R-I Interest and the Class R-II Interest.

            "Class R-X Certificate": Any one of the Class R-X Certificates
executed, authenticated and delivered by the Trust Administrator, substantially
in the form annexed hereto as Exhibit A-20 and evidencing the ownership of the
Class R-III Interest and the Class R-IV Interest.

            "Class R-I Interest": The uncertificated Residual Interest in REMIC
I.

            "Class R-II Interest": The uncertificated Residual Interest in REMIC
II.

            "Class R-III Interest": The uncertificated Residual Interest in
REMIC III.

            "Class R-IV Interest": The uncertificated Residual Interest in REMIC
IV.

            "Closing Date": February 28, 2006.

            "Code":  The Internal Revenue Code of 1986, as amended.

                                       18
<PAGE>

            "Collection Account": The account or accounts created and maintained
by the Servicer pursuant to Section 3.10(a), which shall be entitled "Wells
Fargo Bank, N.A., as servicer for U.S. Bank National Association, as Trustee, in
trust for the registered holders of Citigroup Mortgage Loan Trust 2006-WFHE1,
Asset-Backed Pass-Through Certificates, Series 2006-WFHE1," and which must be an
Eligible Account.

            "Commission": The Securities and Exchange Commission.

            "Compensating Interest Payment": With respect to any Distribution
Date and the Mortgage Loans for which a Principal Prepayment in full or in part
was received during the related Prepayment Period, an amount equal to the lesser
of (A) the aggregate of the Prepayment Interest Shortfalls for the related
Distribution Date and (B) the aggregate Servicing Fee received in the related
Due Period.

            "Corresponding Certificate": With respect to each REMIC I Regular
Interest, the Class of Regular Certificates listed below:

               REMIC I Regular Interest              Class
               ------------------------        -----------------
                       I-LTA1A                     Class A-1A
                       I-LTA1B                     Class A-1B
                       I-LTA1C                     Class A-1C
                       I-LTA1D                     Class A-1D
                        I-LTM1                     Class M-1
                        I-LTM2                     Class M-2
                        I-LTM3                     Class M-3
                        I-LTM4                     Class M-4
                        I-LTM5                     Class M-5
                        I-LTM6                     Class M-6
                        I-LTM7                     Class M-7
                        I-LTM8                     Class M-8
                        I-LTM9                     Class M-9
                       I-LTM10                     Class M-10
                       I-LTM11                     Class M-11
                        I-LTP                      Class P

             "Corporate Trust Office": The principal corporate trust office of
the Trustee or the Trust Administrator at which at any particular time its
corporate trust business in connection with this Agreement shall be
administered, which office, with respect to the Trust Administrator, at the date
of the execution of this instrument is located at 388 Greenwich, 14th Floor, New
York New York 10013, or such other address as the Trust Administrator may
designate from time to time by notice to the Certificateholders, the Depositor,
the Servicer and the Trustee and, with respect to the Trustee, at the date of
the execution of this instrument is located at One Federal Street, Boston,
Massachusetts 02110, Attention: Structured Finance/CMLTI 2006-WFHE1, or such
other address as the Trustee may designate from time to time by notice to the
Certificateholders, the Depositor, the Servicer and the Trust Administrator.

            "Credit  Risk  Manager":   Clayton  Fixed  Income  Services  Inc.,
formerly  known as The Murrayhill  Company,  a Colorado  corporation,  and its
successors and assigns.


                                       19
<PAGE>

            "Credit Risk Management Agreement": The agreement, dated as of the
Closing Date, between the Credit Risk Manager and the Servicer, regarding the
loss mitigation and advisory services to be provided by the Credit Risk Manager.

            "Credit Risk Manager Fee": With respect to any Distribution Date, an
amount equal to the Credit Risk Manager Fee Rate accrued for one month on the
aggregate Stated Principal Balance of the Mortgage Loans as of the first day of
the related Due Period.

            "Credit Risk Manager Fee Rate": 0.015% per annum.

            "Custodian": A document custodian appointed by the Trustee to
perform (or in the case of the related 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 related initial Custodian, the applicable agreement pursuant to which the
related initial Custodian performs its custodial duties with respect to the
Mortgage Files.

            "Cut-off Date": With respect to each Original Mortgage Loan,
February 1, 2006. 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 Stated 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.

            "Delinquency Percentage": As of the last day of the related Due
Period, the percentage equivalent of a fraction, the numerator of which is the
aggregate Stated Principal Balance of the Mortgage Loans that, as of the last
day of the previous calendar month, are 60 or more days delinquent, are in
foreclosure, have been converted to REO Properties or in bankruptcy (and
delinquent 60 days or more), and the denominator of which is the aggregate
Stated Principal Balance of the Mortgage Loans and REO Properties as of the last
day of the previous calendar month.


                                       20
<PAGE>

            "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 (P-1 by Moody's,
F-1 by Fitch and A-1 by S&P) by the Rating Agencies (or a comparable rating if
S&P, Moody's and Fitch 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
17th day of the calendar month in which such Distribution Date occurs or, if
such 17th day is not a Business Day, the Business Day immediately preceding such
17th day.

            "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, other than through an
Independent Contractor; provided, however, that the Trustee (or the Servicer on
behalf of the Trustee) shall not be considered to Directly Operate an REO
Property solely because the Trustee (or the 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 Freddie 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


                                       21
<PAGE>

meaning of Section 775 of the Code and (vi) any other Person so designated by
the Trustee or Trust Administrator 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 Trust Administrator pursuant to Section 3.10(b) which shall be
entitled "Citibank, N.A., as Trust Administrator for U.S. Bank National
Association as Trustee, in trust for the registered holders of Citigroup
Mortgage Loan Trust 2006-WFHE1, Asset-Backed Pass-Through Certificates, Series
2006-WFHE1." 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 March 2006.

            "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, (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 or (iv) an account
otherwise acceptable to each Rating Agency without reduction or withdrawal of
their then current ratings of the Certificates as evidenced by a letter from
each Rating Agency to the Trustee and Trust Administrator. 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 Overcollateralized Amount": With respect to the Class A
Certificates and the Mezzanine Certificates and any Distribution Date, the
excess, if any, of (i) the Overcollateralized Amount for such Distribution Date
(calculated for this purpose only after


                                       22
<PAGE>

assuming that 100% of the Principal Remittance Amount on such Distribution Date
has been distributed) over (ii) the Overcollateralization Target Amount for such
Distribution Date.

            "Exchange Act":  The Securities Exchange Act of 1934, as amended.

            "Expense Adjusted Maximum 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 Maximum Mortgage Rate
(or Mortgage Rate, in the case of any fixed-rate Mortgage Loan) for such
Mortgage Loan minus the sum of the (i) the Servicing Fee Rate and (ii) the
Credit Risk Manager Fee Rate.
            "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 Servicing Fee Rate and (ii) the Credit Risk Manager
Fee Rate.

            "Extraordinary Trust Fund Expenses": Any amounts reimbursable to the
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 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.

            "Fannie Mae": Fannie Mae, 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 Originator, the Sponsor, the Depositor or the Servicer pursuant
to or as contemplated by Section 2.03 or Section 9.01), a determination made by
the Servicer that all Liquidation Proceeds have been recovered. The Servicer
shall maintain records of each Final Recovery Determination made thereby.

            "Fitch": Fitch Ratings, or its successor in interest.

            "Floating Rate  Certificates":  The Class A  Certificates  and the
Mezzanine Certificates.

            "Formula Rate": With respect to any Distribution Date and each Class
of Floating Rate Certificates, the lesser of (i) One-Month LIBOR plus the
related Certificate Margin and (ii) the Maximum Cap Rate.


                                       23
<PAGE>

            "Freddie Mac": Freddie Mac, formally known as the Federal Home Loan
Mortgage Corporation, or any successor thereto.

            "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 Adjustable-Rate
Mortgage Loan.

            "Highest Priority": As of any date of determination, the Class of
Mezzanine Certificates then outstanding with a Certificate Principal Balance
greater than zero, with the highest priority for payments pursuant to Section
4.01, in the following order: Class M-1, Class M-2, Class M-3, Class M-4, Class
M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10 and Class M-11
Certificates.

            "Indenture": An indenture relating to the issuance of notes secured
by the Class CE Certificates, the Class P Certificates and/or the Residual
Certificates (or any portion thereof).

            "Independent": When used with respect to any specified Person, any
such Person who (a) is in fact independent of the Depositor, the Servicer and
their respective Affiliates, (b) does not have any direct financial interest in
or any material indirect financial interest in the Depositor, the Servicer or
any Affiliate thereof, and (c) is not connected with the Depositor, the 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
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
Servicer or any Affiliate thereof, as the case may be.

            "Independent Contractor": Either (i) any Person (other than the
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 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 each Adjustable-Rate Mortgage Loan and each
related Adjustment Date, the index specified in the related Mortgage Note.


                                       24
<PAGE>

            "Insurance Proceeds": Proceeds of any title policy, hazard policy or
other insurance policy covering a Mortgage Loan, 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 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
the Floating Rate Certificates, the period commencing on the Distribution Date
of the month immediately preceding the month in which such Distribution Date
occurs (or, in the case of the first Distribution Date, commencing on the
Closing Date) and ending on the day preceding such Distribution Date. With
respect to any Distribution Date and the Class CE Certificates and the REMIC
Regular Interests, the one-month period ending on the last day of the calendar
month preceding the month in which such Distribution Date occurs.

            "Interest Carry Forward Amount": With respect to any Distribution
Date and the Class A Certificates or the Mezzanine Certificates, the sum of (i)
the amount, if any, by which (a) the Interest Distribution Amount for such Class
of Certificates as of the immediately preceding Distribution Date exceeded (b)
the actual amount distributed on such Class of Certificates in respect of
interest on such immediately preceding Distribution Date, (ii) the amount of any
Interest Carry Forward Amount for such Class of Certificates remaining unpaid
from the previous Distribution Date and (iii) accrued interest on the sum of (i)
and (ii) above calculated at the related Pass-Through Rate for the most recently
ended Interest Accrual Period.

            "Interest Determination Date": With respect to the Floating Rate
Certificates and for purposes of the definition of Marker Rate and Maximum
I-LTZZ Uncertificated Interest Deferral Amount, REMIC I Regular Interest
I-LTA1A, REMIC I Regular Interest I-LTA1B, REMIC I Regular Interest I-LTA1C,
REMIC I Regular Interest I-LTA1D, REMIC I Regular Interest I-LTM1, REMIC I
Regular Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I Regular
Interest I-LTM4, REMIC I Regular Interest I-LTM5, REMIC I Regular Interest
I-LTM6, REMIC I Regular Interest I-LTM7, REMIC I Regular Interest I-LTM8, REMIC
I Regular Interest I-LTM9, REMIC I Regular Interest I-LTM10 and REMIC I Regular
Interest I-LTM11, and any Interest Accrual Period therefor, the second London
Business Day preceding the commencement of such Interest Accrual Period.

            "Interest Distribution Amount": With respect to any Floating Rate
Certificate and the Class CE Certificates and each Distribution Date, interest
accrued during the related Interest Accrual Period at the Pass-Through Rate for
such Certificate for such Distribution Date on the Certificate Principal
Balance, in the case of the Floating Rate Certificates, or on the Notional
Amount, in the case of the Class CE Certificates, of such Certificate
immediately prior to such Distribution Date. The Class P Certificates are not
entitled to distributions in respect of interest and, accordingly, shall not
accrue interest. All distributions of interest on the Floating Rate Certificates
shall be calculated on the basis of a 360-day year and the actual number of days
in the applicable Interest Accrual Period. All distributions of interest on the
Class CE Certificates shall be based on a 360-day year consisting of twelve
30-day months. The Interest Distribution Amount with respect to each
Distribution Date, as to any Floating Rate Certificate or the Class CE
Certificates, shall be reduced by an amount equal to the portion allocable to
such Certificate pursuant to Section 1.02 hereof of the sum of (a) the aggregate
Prepayment Interest Shortfall, if


                                       25
<PAGE>

any, for such Distribution Date to the extent not covered by payments pursuant
to Section 3.24 and (b) the aggregate amount of any Relief Act Interest
Shortfall, if any, for such Distribution Date.

            "Interest Remittance Amount": For any Distribution Date, the
Interest Remittance Amount will be (i) interest received or advanced on the
Mortgage Loans and (ii) amounts in respect of Prepayment Interest Shortfalls
paid by the Servicer on the Mortgage Loans (in each case, to the extent
remaining after payment of an allocable portion of (A) the servicing fees for
such distribution date and any unpaid servicing fees in respect of prior periods
collected by the Servicer and (B) the credit risk manager fee for such
distribution date).

            "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 any 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 REMIC I 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 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-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.

            "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.

            "Marker Rate": With respect to the Class CE Certificates and any
Distribution Date, a per annum rate equal to two (2) times the weighted average
of the REMIC I Remittance Rate for REMIC I Regular Interest I-LTA1A, REMIC I
Regular Interest I-LTA1B, REMIC I Regular Interest I-LTA1C, REMIC I Regular
Interest I-LTA1D, REMIC I Regular Interest I-LTM1, REMIC I Regular Interest
I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I Regular Interest I-LTM4, REMIC
I Regular Interest I-LTM5, REMIC I Regular Interest I-


                                       26
<PAGE>

LTM6, REMIC I Regular Interest I-LTM7, REMIC I Regular Interest I-LTM8, REMIC I
Regular Interest I-LTM9, REMIC I Regular Interest I-LTM10, REMIC I Regular
Interest I-LTM11 and REMIC I Regular Interest I-LTZZ, with the rate on each such
REMIC I Regular Interest (other than REMIC I Regular Interest I-LTZZ) subject to
a cap equal to the lesser of (i) One-Month LIBOR plus the related Certificate
Margin for the related Corresponding Certificate and (ii) the Net WAC
Pass-Through Rate for the related Corresponding Certificate for the purpose of
this calculation for such Distribution Date and with the rate on REMIC I Regular
Interest I-LTZZ subject to a cap of zero for the purpose of this calculation;
provided, however, each such cap shall be multiplied by a fraction, the
numerator of which is the actual number of days elapsed in the related Interest
Accrual Period and the denominator of which is 30.

            "Master  Agreement":  Any of the Master Mortgage Loan Purchase and
Interim Servicing Agreements between the Originator and the Sponsor.

            "Maximum Cap Rate": The Maximum Cap Rate for any Distribution Date
and the Floating Rate Certificates is a per annum rate (adjusted for the actual
number of days in the related Interest Accrual Period) equal to the weighted
average of the Expense Adjusted Maximum Mortgage Rates on the then outstanding
Mortgage Loans, weighted based on their principal balances as of the first day
of the related Due Period, plus an amount, expressed as a per annum rate, equal
to the product of (i) the payment made by the cap counterparty divided by the
aggregate principal balance of the Mortgage Loans and (ii) 12.

            "Maximum I-LTZZ Uncertificated Interest Deferral Amount": With
respect to any Distribution Date, the excess of (i) accrued interest at the
REMIC I Remittance Rate applicable to REMIC I Regular Interest I-LTZZ for such
Distribution Date on a balance equal to the Uncertificated Balance of REMIC I
Regular Interest I-LTZZ minus the REMIC I Overcollateralized Amount, in each
case for such Distribution Date, over (ii) Uncertificated Interest on REMIC I
Regular Interest I-LTA1A, REMIC I Regular Interest I-LTA1B, REMIC I Regular
Interest I-LTA1C, REMIC I Regular Interest I-LTA1D, REMIC I Regular Interest
I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC
I Regular Interest I-LTM4, REMIC I Regular Interest I-LTM5, REMIC I Regular
Interest I-LTM6, REMIC I Regular Interest I-LTM7, REMIC I Regular Interest
I-LTM8, REMIC I Regular Interest I-LTM9, REMIC I Regular Interest I-LTM10 and
REMIC I Regular Interest I-LTM11 for such Distribution Date, with the rate on
each such REMIC I Regular Interest subject to a cap equal to the lesser of (i)
One-Month LIBOR plus the related Certificate Margin for the related
Corresponding Certificate and (ii) the Net WAC Pass-Through Rate for the related
Corresponding Certificate; provided, however, each cap shall be multiplied by a
fraction, the numerator of which is the actual number of days elapsed in the
related Interest Accrual Period and the denominator of which is 30.

            "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.

            "MERS":   Mortgage  Electronic   Registration  Systems,   Inc.,  a
corporation  organized  and existing  under the laws of the State of Delaware,
or any successor thereto.


                                       27
<PAGE>

            "MERS System": The system of recording transfers of Mortgages
electronically maintained by MERS.

            "Mezzanine Certificates": Collectively, the Class M-1 Certificates,
the Class M-2 Certificates, the Class M-3 Certificates, the Class M-4
Certificates, Class M-5 Certificates, the Class M-6 Certificates, the Class M-7
Certificates, the Class M-8 Certificates, the Class M-9 Certificates, the Class
M-10 Certificates and the Class M-11 Certificates.

            "MIN": The Mortgage Identification Number for Mortgage Loans
registered with MERS on the MERS System.

            "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.

            "MOM Loan": With respect to any Mortgage Loans registered with MERS
on the MERS(R) 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 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.

            "Moody's":  Moody's Investors  Service,  Inc., or its successor in
interest.

            "Mortgage": The mortgage, deed of trust or other instrument creating
a first or second 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, the Mortgage Loans so held being
identified in the Mortgage Loan Schedule.

            "Mortgage Loan Remittance Rate": With respect to any Mortgage Loan
or REO Property, as of any date of determination, the then applicable Mortgage
Rate in respect thereof net of the Servicing Fee Rate.


                                       28
<PAGE>

            "Mortgage Loan Schedule": As of any date, the list of Mortgage Loans
included in REMIC I 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 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) the Value of the Mortgaged Property;

            (xviii) the sale price of the Mortgaged Property, if applicable;

            (xix) the actual unpaid principal balance of the Mortgage Loan as of
      the Cut-off Date;

            (xx) the Servicing Fee Rate;


                                       29
<PAGE>

            (xxi) the term of the Prepayment Charge , if any;

            (xxii) the percentage of the principal balance covered by lender
      paid mortgage insurance, if any; and

            (xxiii) with respect to each Adjustable-Rate Mortgage Loan, the
      Adjustment Dates, the Gross Margin, the Maximum Mortgage Rate, the Minimum
      Mortgage Rate, the Periodic Rate Cap, the maximum first Adjustment Date
      Mortgage Rate adjustment, the first Adjustment Date immediately following
      the origination date and the rounding code (i.e., nearest 0.125%, next
      highest 0.125%).

            The Mortgage Loan Schedule shall set forth the following information
with respect to the Mortgage Loans and 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, which rate (i) with respect to each fixed-rate Mortgage Loan shall
remain constant at the rate set forth in the Mortgage Loan Schedule as the
Mortgage Rate in effect immediately following the Cut-off Date and (ii) with
respect to the Adjustable-Rate Mortgage Loans, (A) as of any date of
determination until the first Adjustment Date following the Cut-off Date shall
be the rate set forth in the Mortgage Loan Schedule as the Mortgage Rate in
effect immediately following the Cut-off Date and (B) as of any date of
determination thereafter shall be the rate as adjusted on the most recent
Adjustment Date equal to the sum, rounded as provided in the Mortgage Note, of
the Index, as published as of a date prior to the Adjustment Date as set forth
in the related Mortgage Note, plus the related Gross Margin; provided that the
Mortgage Rate on such Adjustable-Rate Mortgage Loan on any Adjustment Date shall
never be more than the lesser of (i) the sum of the Mortgage Rate in effect
immediately prior to the Adjustment Date plus the related Periodic Rate Cap, if
any, and (ii) the related Maximum Mortgage Rate, and shall never be less than
the greater of (i) the Mortgage Rate in effect immediately prior to the
Adjustment Date less the Periodic Rate Cap, if any, and (ii) the related Minimum
Mortgage Rate. With respect to each Mortgage Loan that becomes an


                                       30
<PAGE>

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 Monthly Excess Cashflow": With respect to any Distribution
Date, the sum of (i) any Overcollateralization Reduction Amount and (ii) the
excess of (x) the Available Distribution Amount for such Distribution Date over
(y) the sum for such Distribution Date of (A) the Senior Interest Distribution
Amounts distributable to the holders of the Class A Certificates and the
Interest Distribution Amounts distributable to the holders of the Mezzanine
Certificates and (B) the Principal Remittance Amount.

            "Net WAC Pass-Through Rate": The Net WAC Pass-Through Rate for any
distribution date and the Floating Rate Certificates is a per annum rate
(adjusted for the actual number of days in the related Interest Accrual Period)
equal to the weighted average of the Expense Adjusted Mortgage Rates on the then
outstanding Mortgage Loans, weighted based on their principal balances as of the
first day of the related Due Period.

            "Net WAC Rate Carryover Reserve Account": The Net WAC Rate Carryover
Reserve Account established and maintained pursuant to Section 4.06.

            "Net WAC Rate Carryover Amount": With respect to any Distribution
Date and any Class of Floating Rate Certificates, the sum of (A) the positive
excess, if any, of (i) the amount of interest that would have accrued on such
Class of Certificates for such Distribution Date if the Pass-Through Rate for
such Class of Certificates for such Distribution Date were calculated at the
related Formula Rate over (ii) the amount of interest accrued on such Class of
Certificates at the Net WAC Pass-Through Rate for such Distribution Date and (B)
the related Net WAC Rate Carryover Amount for the previous Distribution Date not
previously distributed together with interest accrued on such unpaid amount for
the most recently ended Interest Accrual Period at the Formula Rate for such
Class of Certificates and such Distribution Date.

            "New Lease": Any lease of REO Property entered into on behalf of
REMIC I, including any lease renewed or extended on behalf of REMIC I, if REMIC
I has the right to renegotiate the terms of such lease.

            "Nonrecoverable Advance": Any P&I Advance or Servicing 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 Servicer will not or,
in the case of a proposed P&I Advance or Servicing 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.


                                       31
<PAGE>

            "Notional Amount": With respect to the Class CE Interest and any
Distribution Date, the aggregate Uncertificated Balance of the REMIC I Regular
Interests (other than REMIC I Regular Interest I-LTP for such Distribution Date.

            "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 Servicer, the Sponsor or
the Depositor, as applicable.

            "One-Month LIBOR": For purposes of the Marker Rate and Maximum
I-LTZZ Uncertificated Interest Deferral Amount, REMIC I Regular Interest
I-LTA1A, REMIC I Regular Interest I-LTA1B, REMIC I Regular Interest I-LTA1C,
REMIC I Regular Interest I-LTA1D, REMIC I Regular Interest I-LTM1, REMIC I
Regular Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I Regular
Interest I-LTM4, REMIC I Regular Interest I-LTM5, REMIC I Regular Interest
I-LTM6, REMIC I Regular Interest I-LTM7, REMIC I Regular Interest I-LTM8, REMIC
I Regular Interest I-LTM9, REMIC I Regular Interest I-LTM10 and REMIC I Regular
Interest I-LTM11, 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) LIBOR as determined on the previous Interest
Determination Date and (ii) the Reserve Interest Rate. Notwithstanding the
foregoing, if, under the priorities described above, LIBOR for an Interest
Determination Date would be based on LIBOR for the previous Interest
Determination Date for the third consecutive Interest Determination Date, the
Trust Administrator, after consultation with the Depositor, 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 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.


                                       32
<PAGE>

            "Optional Termination Date": The Determination Date on which the
aggregate Stated Principal Balance of the Mortgage Loans and each REO Property
remaining in the Trust Fund is less than 10% of the aggregate Stated Principal
Balance of the Mortgage Loans as of the Cut-off Date.

            "Original  Mortgage  Loan":  Any Mortgage  Loans included in Trust
Fund as of the Closing Date.

            "Originator":  Wells Fargo Bank, N.A.

            "Overcollateralization Deficiency Amount": With respect to any
Distribution Date, the excess, if any, of (a) the Overcollateralization Target
Amount applicable to such Distribution Date over (b) the Overcollateralized
Amount applicable to such Distribution Date (calculated for this purpose only
after assuming that 100% of the Principal Remittance Amount on such Distribution
Date has been distributed).

            "Overcollateralization Increase Amount": With respect to any
Distribution Date, the lesser of (a) the sum of (i) the Net Monthly Excess
Cashflow for such Distribution Date and (ii) any amounts received under the Cap
Contract for this purpose and (b) the Overcollateralization Deficiency Amount
for such Distribution Date (calculated for this purpose only after assuming that
100% of the Principal Remittance Amount on such Distribution Date has been
distributed).

            "Overcollateralization Reduction Amount": With respect to any
Distribution Date, an amount equal to the lesser of (a) the Principal Remittance
Amount for such Distribution Date and (b) the Excess Overcollateralized Amount.

            "Overcollateralization Target Amount": With respect to any
Distribution Date, (i) prior to the Stepdown Date, an amount equal to 1.75% of
the aggregate outstanding Stated Principal Balance of the Mortgage Loans as of
the Cut-off Date, (ii) on or after the Stepdown Date provided a Trigger Event is
not in effect, the greater of (x) 3.50% of the then current aggregate
outstanding Stated Principal Balance of the Mortgage Loans as of the last day of
the related Due Period and (y) 0.50% of the aggregate principal balance of the
mortgage loans as of the Cut-off Date, or (iii) on or after the Stepdown Date
and if a Trigger Event is in effect, the Overcollateralization Target Amount for
the immediately preceding Distribution Date. Notwithstanding the foregoing, on
and after any Distribution Date following the reduction of the aggregate
Certificate Principal Balance of the Class A Certificates and the Mezzanine
Certificates to zero, the Overcollateralization Target Amount shall be zero.

            "Overcollateralized Amount": With respect to any Distribution Date,
the excess, if any, of (a) the aggregate Stated Principal Balances of the
Mortgage Loans and REO Properties as of the last day of the related Due Period
(after giving effect to scheduled payments of principal due during the related
Due Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) over (b) the sum of the
aggregate Certificate Principal Balance of the Class A Certificates, the
Mezzanine Certificates and the Class P Certificates after giving effect to
distributions to be made on such Distribution Date.


                                       33
<PAGE>

            "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 Floating Rate Certificates
and any Distribution Date, the lesser of (x) the related Formula Rate for such
Distribution Date and (y) the related Net WAC Pass-Through Rate for such
Distribution Date.

            With respect to the Class CE Interest and any Distribution Date, a
per annum rate equal to the percentage equivalent of a fraction, the numerator
of which is (x) the sum of (i) 100% of the interest on REMIC I Regular Interest
I-LTP and (ii) interest on the Uncertificated Principal Balance of each REMIC I
Regular Interest listed in clause (y) below at a rate equal to the related REMIC
I Remittance Rate minus the Marker Rate and the denominator of which is (y) the
aggregate Uncertificated Balance of REMIC I Regular Interest I-LTAA, REMIC I
Regular Interest I-LTA1A, REMIC I Regular Interest I-LTA1B, REMIC I Regular
Interest I-LTA1C, REMIC I Regular Interest I-LTA1D, REMIC I Regular Interest
I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC
I Regular Interest I-LTM4, REMIC I Regular Interest I-LTM5, REMIC I Regular
Interest I-LTM6, REMIC I Regular Interest I-LTM7, REMIC I Regular Interest
I-LTM8, REMIC I Regular Interest I-LTM9, REMIC I Regular Interest I-LTM10, REMIC
I Regular Interest I-LTM11 and REMIC I Regular Interest I-LTZZ.

            With respect to the Class CE Certificates, 100% of the interest
distributable to the Class CE Interest, expressed as a per annum rate.

            "Percentage Interest": With respect to any Class of Certificates
(other than the Residual 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 Class A Certificates and the Mezzanine Certificates are issuable
only in minimum Percentage Interests corresponding to minimum initial
Certificate Principal Balances of $25,000 and integral multiples of $1.00 in
excess thereof. The Class P Certificates are issuable only in Percentage
Interests corresponding to initial Certificate Principal Balances of $20 and
integral multiples thereof. The Class CE Certificates are issuable only in
minimum Percentage Interests corresponding to minimum 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 or Notional
Amount of such Class or to an otherwise authorized denomination for such Class
plus such remainder. With respect to any Residual Certificate, the undivided
percentage ownership in such Class evidenced by such Certificate, as set forth
on the face of such Certificate. The Residual Certificates are issuable in
Percentage Interests of 20% and multiples thereof.

            "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


                                       34
<PAGE>

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.

            "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 Servicer, the Trustee, 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 that rate such securities 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
      affiliated with the Trustee, the Trust Administrator or an Affiliate of
      either of them, that have been rated "AAA" by S&P, "Aaa" by Moody's and
      "AAA" by Fitch; and

            (vii) if previously confirmed in writing to the 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 Class A 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.


                                       35
<PAGE>

            "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 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, Keogh
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.

            "Prepayment Assumption": As defined in the Prospectus Supplement.

            "Prepayment Charge": With respect to any Prepayment Period, any
prepayment premium, penalty or charge payable by a Mortgagor in connection with
any Principal Prepayment on a Mortgage Loan pursuant to the terms of the related
Mortgage Note (other than any Servicer Prepayment Charge Payment Amount).

            "Prepayment Charge Schedule": As of any date, the list of Prepayment
Charges included in the Trust Fund on such date, attached hereto as Schedule 2
(including the prepayment charge summary attached thereto). The Prepayment
Charge Schedule shall set forth the following information with respect to each
Prepayment Charge:

            (i) the Mortgage Loan identifying number;

            (ii) a code indicating the type of Prepayment Charge;

            (iii) the date on which the first Monthly Payment was due on the
      related Mortgage Loan;

            (iv) the term of the related Prepayment Charge;

            (v) the original Stated Principal Balance of the related Mortgage
      Loan; and

            (vi) the Stated Principal Balance of the related Mortgage Loan as of
      the Cut-off Date.

            "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 occurring between the first
day of the related Prepayment Period and the last day of the calendar month
preceding the calendar month in which such Distribution Date occurs, 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


                                       36
<PAGE>

the prepayment is applied and ending on the last day of the calendar month
preceding the calendar month in which such Distribution Date occurs. The
obligations of the Servicer in respect of any Prepayment Interest Shortfall are
set forth in Section 3.24.

            "Prepayment Period": With respect to each Distribution Date, the
Prepayment Period is the calendar month preceding the month in which such
Distribution Date occurs.

            "Prime Rate": The lesser of (i) the per annum rate of interest,
publicly announced from time to time by Chase Manhattan Bank 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
Chase Manhattan Bank) and (ii) the maximum rate permissible under applicable
usury or similar laws limiting interest rates.

            "Principal Distribution Amount": With respect to each Distribution
Date, the Principal Distribution Amount is equal to the sum of (i) the principal
portion of all scheduled monthly payments due on the Mortgage Loans during the
related Due Period, to the extent received on or prior to the related
Determination Date or advanced prior to such distribution date; (ii) the
principal portion of all proceeds received in respect of the repurchase of a
Mortgage Loan (or, in the case of a substitution, certain amounts representing a
principal adjustment) during the related Prepayment Period; (iii) the principal
portion of all other unscheduled collections, including insurance proceeds,
liquidation proceeds, Subsequent Recoveries and all full and partial principal
prepayments, received on the Mortgage Loans during the related Prepayment
Period, to the extent applied as recoveries of principal on the mortgage loans
and (iv) any Overcollateralization Increase Amount for such distribution date
minus (v) any Overcollateralization Reduction Amount for such distribution date.

            "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.

            "Principal Remittance Amount": With respect to any Distribution
Date, the Principal Remittance Amount will be equal to the sum of (i) through
(iii) of the Principal Distribution Amount.

            "Private Certificates": Any of the Class M-10, Class M-11, Class CE,
Class P or Residual Certificates.

            "Prospectus Supplement": The Prospectus Supplement, dated February
15, 2006, relating to the public offering of the Class A Certificates and the
Mezzanine Certificates (other than the Class M-10 and Class M-11 Certificates).

            "Purchase Price": With respect to any Mortgage Loan or REO Property
to be purchased by the Sponsor pursuant to or as contemplated by Section 2.03 or
Section 9.01, and as confirmed by an Officers' Certificate from the party
purchasing the Mortgage Loan 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


                                       37
<PAGE>

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 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 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 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. With
respect to any Mortgage Loan or REO Property to be purchased by the Originator
pursuant to or as contemplated by Section 2.03 or Section 9.01, and as confirmed
by an Officers' Certificate from the related Originator to the Trustee and the
Trust Administrator, an amount equal to the amount set forth pursuant to the
terms of the related Master Agreement.

            "Qualified Insurer": Any insurer which meets the requirements of
Fannie Mae and Freddie Mac.

            "Qualified Substitute Mortgage Loan": A mortgage loan substituted
for a Deleted Mortgage Loan by the Sponsor 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) 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, (iv) have a remaining term to maturity
not greater than (and not more than one year less than) that of the Deleted
Mortgage Loan, (v) 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, and (vi) conform to each representation and warranty set forth in
the related Assignment 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


                                       38
<PAGE>

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 (iv)
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 (vi) hereof must be satisfied as to each Qualified
Substitute Mortgage Loan or in the aggregate, as the case may be. With respect
to the Originator, a mortgage loan substituted for a Deleted Mortgage Loan
pursuant to the terms of the related Master Agreement which must, on the date of
such substitution conform to the terms set forth in the related Master
Agreement.

            "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, Moody's 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 and the
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 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


                                       39
<PAGE>

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
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 for which the 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 (vi) 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
Floating Rate Certificate so long as such Floating Rate Certificates is a
Book-Entry Certificate, the Business Day immediately preceding such Distribution
Date. With respect to each Distribution Date and any other Certificates,
including any Definitive Certificates, the last Business Day of the month
immediately preceding the month in which such Distribution Date occurs.

            "Refinanced Mortgage Loan": A Mortgage Loan the proceeds of which
were not used to purchase the related Mortgaged Property.

            "Regular   Certificate":   Any  Class  A  Certificate,   Mezzanine
Certificate, Class CE Certificate or Class P 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, or any state
law providing for similar relief.

            "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.


                                       40
<PAGE>

            "REMIC": A "real estate mortgage investment conduit" within the
meaning of Section 860D of the Code.

            "REMIC I": The segregated pool of assets subject hereto,
constituting the primary trust created hereby and to be administered hereunder,
with respect to which a REMIC election is to be made, consisting of: (i) such
Mortgage Loans and Prepayment Charges related thereto as from time to time are
subject to this Agreement, together with the Mortgage Files relating thereto,
and together with all collections thereon and proceeds thereof; (ii) any REO
Property, together with all collections thereon and proceeds thereof; (iii) the
Trustee's rights with respect to the Mortgage Loans under all insurance policies
required to be maintained pursuant to this Agreement and any proceeds thereof;
(iv) the Depositor's rights under the Assignment Agreements (including any
security interest created thereby); and (v) the Collection Account (other than
any amounts representing the Servicer Prepayment Charge Payment Amount), the
Distribution Account (other than any amounts representing the Servicer
Prepayment Charge Payment Amount) and any REO Account, and such assets that are
deposited therein from time to time and any investments thereof, together with
any and all income, proceeds and payments with respect thereto. Notwithstanding
the foregoing, however, REMIC I specifically excludes all payments and other
collections of principal and interest due on the Mortgage Loans on or before the
Cut-off Date, all Prepayment Charges payable in connection with Principal
Prepayments on the Mortgage Loans made before the Cut-off Date, the Net WAC Rate
Carryover Reserve Account, the Cap Contract, the Cap Account and Servicer
Prepayment Charge Payment Amounts.

            "REMIC I Interest Loss Allocation Amount": With respect to any
Distribution Date, an amount equal to (a) the product of (i) the aggregate
Stated Principal Balance of the Mortgage Loans and REO Properties then
outstanding and (ii) the REMIC I Remittance Rate for REMIC I Regular Interest
I-LTAA minus the Marker Rate, divided by (b) 12.

            "REMIC I Overcollateralized Amount": With respect to any date of
determination, (i) 1.00% of the aggregate Uncertificated Balance of the REMIC I
Regular Interests minus (ii) the aggregate Uncertificated Balance of REMIC I
Regular Interest I-LTA1A, REMIC I Regular Interest I-LTA1B, REMIC I Regular
Interest I-LTA1C, REMIC I Regular Interest I-LTA1D, REMIC I Regular Interest
I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC
I Regular Interest I-LTM4, REMIC I Regular Interest I-LTM5, REMIC I Regular
Interest I-LTM6, REMIC I Regular Interest I-


                                       41
<PAGE>

LTM7, REMIC I Regular Interest I-LTM8, REMIC I Regular Interest I-LTM9, REMIC I
Regular Interest I-LTM10, REMIC I Regular Interest I-LTM11 and REMIC I Regular
Interest I-LTP, in each case as of such date of determination.

            "REMIC I Principal Loss Allocation Amount": With respect to any
Distribution Date, an amount equal to the product of (i) the aggregate Stated
Principal Balance of the Mortgage Loans and REO Properties then outstanding and
(ii) 1 minus a fraction, the numerator of which is two times the aggregate
Uncertificated Balance of REMIC I Regular Interest I-LTA1A, REMIC I Regular
Interest I-LTA1B, REMIC I Regular Interest I-LTA1C, REMIC I Regular Interest
I-LTA1D, REMIC I Regular Interest I-LTM1, REMIC I Regular Interest I-LTM2, REMIC
I Regular Interest I-LTM3, REMIC I Regular Interest I-LTM4, REMIC I Regular
Interest I-LTM5, REMIC I Regular Interest I-LTM6, REMIC I Regular Interest
I-LTM7, REMIC I Regular Interest I-LTM8, REMIC I Regular Interest I-LTM9, REMIC
I Regular Interest I-LTM10, REMIC I Regular Interest I-LTM11 and the denominator
of which is the aggregate Uncertificated Balance of REMIC I Regular Interest
I-LTA1A, REMIC I Regular Interest I-LTA1B, REMIC I Regular Interest I-LTA1C,
REMIC I Regular Interest I-LTA1D, REMIC I Regular Interest I-LTM1, REMIC I
Regular Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I Regular
Interest I-LTM4, REMIC I Regular Interest I-LTM5, REMIC I Regular Interest
I-LTM6, REMIC I Regular Interest I-LTM7, REMIC I Regular Interest I-LTM8, REMIC
I Regular Interest I-LTM9, REMIC I Regular Interest I-LTM10, REMIC I Regular
Interest I-LTM11 and REMIC I Regular Interest I-LTZZ.

            "REMIC I Regular Interest": Any of the separate non-certificated
beneficial ownership interests in REMIC I issued hereunder and designated as a
"regular interest" in REMIC I. Each REMIC I Regular Interest shall accrue
interest at the related REMIC I Remittance Rate in effect from time to time or
shall otherwise be entitled to interest as set forth herein, and shall be
entitled to distributions of principal, subject to the terms and conditions
hereof, in an aggregate amount equal to its initial Uncertificated Balance as
set forth in the Preliminary Statement hereto. The REMIC I Regular Interests are
set forth in the Preliminary Statement hereto.

            "REMIC I Remittance Rate": With respect to REMIC I Regular Interest
I-LTAA, REMIC I Regular Interest I-LTA1A, REMIC I Regular Interest I-LTA1B,
REMIC I Regular Interest I-LTA1C, REMIC I Regular Interest I-LTA1D, REMIC I
Regular Interest I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular
Interest I-LTM3, REMIC I Regular Interest I-LTM4, REMIC I Regular Interest
I-LTM5, REMIC I Regular Interest I-LTM6, REMIC I Regular Interest I-LTM7, REMIC
I Regular Interest I-LTM8, REMIC I Regular Interest I-LTM9, REMIC I Regular
Interest I-LTM10, REMIC I Regular Interest I-LTM11, REMIC I Regular Interest
I-LTZZ and REMIC I Regular Interest I-LTP, the weighted average of the Expense
Adjusted Net Mortgage Rates of the Mortgage Loans.

            "REMIC  I  Required   Overcollateralized  Amount":  1.00%  of  the
Overcollateralization Target Amount.

            "REMIC I Subordinated Balance Ratio": The ratio between the
Uncertificated Balances of each REMIC I Regular Interest ending with the
designation "SUB," equal to the ratio between, with respect to each such REMIC I
Regular Interest, the excess of (x) the aggregate Stated Principal Balance of
the Mortgage Loans over (y) the current Certificate Principal Balance of Class A
Certificates.

            "REMIC II": The segregated pool of assets consisting of all of the
REMIC I Regular Interests conveyed in trust to the Trustee, for the benefit of
the Class A Certificates, the Mezzanine Certificates, the Class CE Interest, the
Class P Interest and the Class R-II Interest and all amounts deposited therein,
with respect to which a separate REMIC election is to be made.

            "REMIC III": The segregated pool of assets consisting of all of the
Class CE Interest conveyed in trust to the Trust Administrator, for the benefit
of the Class CE Certificates, and the Class R-III Interest and all amounts
deposited therein, with respect to which a separate REMIC election is to be
made.


                                       42
<PAGE>

            "REMIC IV": The segregated pool of assets consisting of all of the
Class P Interest conveyed in trust to the Trust Administrator, for the benefit
of the Class P Certificates, and the Class R-IV Interest and all amounts
deposited therein, with respect to which a separate REMIC election is to be
made.

            "REMIC Provisions": Provisions of the federal income tax law
relating to real estate mortgage investment conduits, which appear at Section
860A through 860G of the Code, and related provisions, and proposed, temporary
and final regulations and published rulings, notices and announcements
promulgated thereunder, as the foregoing may be in effect from time to time.

            "REMIC Regular Interests": The REMIC I Regular Interests, the Class
CE Interest and the Class P Interest.

            "Remittance Report": A report in form and substance acceptable to
the Trust Administrator and the Servicer in an electronic data file or tape
prepared by the Servicer pursuant to Section 4.03 with such additions, deletions
and modifications as agreed to by the Trust Administrator and the 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 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, 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 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.

            "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 Fannie Mae 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 42 United
States Code, Section 5402(6)).

            "Residual  Certificates":  The Class R Certificates  and the Class
R-X Certificates.


                                       43
<PAGE>

            "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 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.

            "S&P" Standard & Poor's Ratings Services, a division of the
McGraw-Hill Companies, Inc., or its successors in interest.

            "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.

            "Senior Enhancement Percentage": For any Distribution Date, the
Senior Enhancement Percentage is the percentage obtained by dividing (x) the
aggregate Certificate


                                       44
<PAGE>

Principal Balance of the Mezzanine Certificates and the Class CE Certificates,
calculated after taking into account distribution of the Principal Distribution
Amount to holders of the certificates then entitled to distributions thereof on
the related distribution date by (y) the aggregate principal balance of the
mortgage loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period).

            "Senior Interest Distribution Amount": With respect to any
Distribution Date, the Senior Interest Distribution Amount for each class of
Class A Certificates is equal to the sum of the Interest Distribution Amount for
that class for that distribution date and the Interest Carry Forward Amount, if
any, for that class for that distribution date.

            "Senior Principal Distribution Amount": With respect to any
Distribution Date, an amount equal to the excess of (i) the aggregate
Certificate Principal Balance of the Class A Certificates immediately prior to
the related distribution date over (ii) the lesser of (A) the product of (i)
approximately 61.20% and (ii) the aggregate principal balance of the mortgage
loans as of the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period, to the extent
received or advanced, and unscheduled collections of principal received during
the related Prepayment Period) and (B) the aggregate principal balance of the
mortgage loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period) minus 0.50% of the aggregate principal
balance of the mortgage loans as of the cut-off date.

            "Servicer":  Wells Fargo  Bank,  N.A.  or any  successor  Servicer
appointed as herein provided, each in its capacity as a Servicer hereunder.

            "Servicer Event of Default":  One or more of the events  described
in Section 7.01.

            "Servicer  Prepayment Charge Payment Amount":  The amounts payable
by the  Servicer  in respect  of any waived  Prepayment  Charges  pursuant  to
Section 3.01.

            "Servicer Remittance Date": With respect to any 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.

            "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 Servicer in connection with a default, delinquency or
other unanticipated event by the 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


                                       45
<PAGE>

Mortgage Loan being registered on the MERS System, (iii) the management
(including reasonable fees in connection therewith) and liquidation of any REO
Property, (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. Servicing
Advances shall also include any reasonable "out-of-pocket" costs and expenses
(including legal fees) incurred by the Servicer in connection with executing and
recording instruments of satisfaction, deeds of reconveyance or Assignments of
Mortgage in connection with any foreclosure in respect of any Mortgage Loan to
the extent not recovered from the related Mortgagor or otherwise payable under
this Agreement.The 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 Servicer, would not be ultimately recoverable from related
Insurance Proceeds or Liquidation Proceeds on such Mortgage Loan or REO Property
as provided herein. The Servicer shall not be required to make any Servicing
Advance that would be a Nonrecoverable Advance.

            "Servicing Fee": With respect to each Mortgage Loan, the amount of
the annual fee paid to the Servicer, which shall, for a period of one full
month, be equal to one-twelfth of the product of (a) the Servicing Fee Rate
(without regard to the words "per annum") and (b) the outstanding principal
balance of such Mortgage Loan. Such fee shall be payable monthly, computed on
the basis of the same principal amount and period respecting which any related
interest payment on a Mortgage Loan is received. The obligation for payment of
the Servicing Fee is limited to, and the Servicing Fee is payable solely from,
the interest portion (including recoveries with respect to interest from
Liquidation Proceeds) of such Monthly Payment collected by the Servicer, or as
otherwise provided under Section 3.11.

            "Servicing Fee Rate": With respect to each Mortgage Loan, the rate
of 0.50% per annum.

            "Servicing Officer": Any employee of the 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 Servicer to the
Trustee, the Trust Administrator and the Depositor on the Closing Date, as such
list may from time to time be amended.

            "Significance Percentage": The percentage equivalent of a fraction,
the numerator of which is (I) the present value (such calculation of present
value using the two-year swaps rate made available at Bloomberg Financial
Markets, L.P.) of the aggregate amount payable under the Cap Contract (assuming
that one-month LIBOR for each remaining Calculation Period (as defined in the
Cap Contract) beginning with the Calculation Period immediately following the
related Distribution Date is equal to the sum of (a) the one-month LIBOR rate
for each remaining Calculation Period made available at Bloomberg Financial
Markets, L.P. by typing in the following keystrokes: fwcv, 27, 3 (provided that
the Depositor shall notify the Trust Administrator in writing of any changes to
such keystrokes) and (b) the percentage equivalent of a fraction, the numerator
of which is 3.00% and the denominator of which is the remaining Distribution
Dates on which the Trust Administrator is entitled to receive payments under the
Cap Contract) and the denominator of which is (II) the aggregate Certificate
Principal Balance of the Class A Certificates and the Mezzanine Certificates on
such Distribution Date (after giving effect to all distributions on such
Distribution Date).


                                       46
<PAGE>

            "Single Certificate": With respect to any Class of Certificates
(other than the Residual Certificates), a hypothetical Certificate of such Class
evidencing a Percentage Interest for such Class corresponding to an initial
Certificate Principal Balance or Notional Amount of $1,000. With respect to the
Class P and the Residual Certificates, a hypothetical Certificate of such Class
evidencing a 20% Percentage Interest in such Class.

            "Sponsor":  Citigroup Global Markets Realty Corp. 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 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 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 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 Servicer is the subject of a proceeding under
the federal Bankruptcy Code and the making of 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
Servicer, a trustee in bankruptcy or a federal bankruptcy court and should have
been the subject of such Remittance absent such prohibition.

            "Stepdown Date": The earlier to occur of (i) the first Distribution
Date on which the aggregate Certificate Principal Balance of the Class A
Certificates has been reduced to zero and (ii) the later to occur of (a) the
Distribution Date occurring in March 2009 and (b) the first


                                       47
<PAGE>

Distribution Date on which the Senior Enhancement Percentage (calculated for
this purpose only after taking into account distributions of principal on the
Mortgage Loans but prior to any distribution of the Principal Distribution
Amount to the Certificates then entitled to distributions of principal on such
Distribution Date) is equal to or greater than 38.80%.

            "Sub-Servicer": Any Person with which any Servicer has entered into
a Sub- Servicing Agreement and which meets the qualifications of a Sub-Servicer
pursuant to Section 3.02.

            "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 Servicer.

            "Sub-Servicing Agreement": The written contract between the Servicer
and a Sub-Servicer relating to servicing and administration of certain Mortgage
Loans as provided in Section 3.02.

            "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 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.

            "Telerate Page 3750": The display designated as page "3750" on the
Dow Jones Telerate Capital Markets Report (or such other page as may replace
page 3750 on that report for the purpose of displaying London interbank offered
rates of major banks).

            "Termination Price":  As defined in Section 9.01.

            "Terminator": As defined in Section 9.01.

            "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.


                                       48
<PAGE>

            "Transferor":  Any  Person who is  disposing  by  Transfer  of any
Ownership Interest in a Certificate.

            "Trigger  Event": A Trigger Event is in effect on any Distribution
Date on or after the Stepdown Date if:

            (a) the Delinquency Percentage exceeds 40.50% of the Senior
Enhancement Percentage for the prior Distribution Date; or

            (b) the aggregate amount of Realized Losses incurred since the
Cut-off Date through the last day of the related Due Period (reduced by the
aggregate amount of Subsequent Recoveries received since the Cut-off Date
through the last day of the related Due Period) divided by aggregate Stated
Principal Balance of the Mortgage Loans as of the Cut-off Date exceeds the
applicable percentages set forth below with respect to such Distribution Date:

             DISTRIBUTION DATE OCCURRING IN               PERCENTAGE
            --------------------------------              ----------
            March 2008 through February 2009                1.15%
            March 2009 through February 2010                2.60%
            March 2010 through February 2011                4.05%
            March 2011 through February 2012                5.25%
            March 2012 and thereafter                       5.90%

            "Trust":  Citigroup Mortgage Loan Trust 2006-WFHE1.

            "Trust  Administrator":   Citibank,  N.A.,  or  its  successor  in
interest, or any successor trust administrator appointed as herein provided.

             "Trust Fund": Collectively, all of the assets of each Trust REMIC,
the Net WAC Rate Carryover Reserve Account, the Cap Contract, distributions made
to the Trust Administrator by the Cap Administrator under the Cap Administration
Agreement and the Cap Account, Servicer Prepayment Charge Payment Amounts and
the other assets conveyed by the Depositor to the Trustee pursuant to Section
2.01.

            "Trust REMIC": Any of REMIC I, REMIC II, REMIC III and REMIC IV.

            "Trustee":  U.S.  Bank National  Association,  or its successor in
interest, or any successor trustee appointed as herein provided.

            "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 4.01 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. The
Uncertificated Balance of REMIC I Regular Interest I-LTZZ shall be increased by
interest deferrals as provided in Section 4.01. With respect to the Class CE
Interest as of any date of determination, an amount equal to the excess, if any,
of (A) the then aggregate Uncertificated Principal Balance of the REMIC 1
Regular Interests over (B)


                                       49
<PAGE>

the then aggregate Certificate Principal Balance of the Floating Rate
Certificates and the Class P Certificates then outstanding. The Uncertificated
Principal Balance of each REMIC Regular Interest that has an Uncertificated
Principal Balance shall never be less than zero.

            "Uncertificated Interest": With respect to any REMIC Regular
Interest for any Distribution Date, one month's interest at the REMIC I
Remittance Rate applicable to such REMIC Regular Interest for such Distribution
Date, accrued on the Uncertificated Balance thereof immediately prior to such
Distribution Date. Uncertificated Interest in respect of any REMIC Regular
Interest shall accrue on the basis of a 360-day year consisting of twelve 30-day
months. Uncertificated Interest with respect to each Distribution Date, as to
any REMIC Regular Interest, shall be reduced by an amount equal to the sum of
(a) the aggregate Prepayment Interest Shortfall, if any, for such Distribution
Date to the extent not covered by payments pursuant to Section 3.24 and (b) the
aggregate amount of any Relief Act Interest Shortfall, if any allocated, in each
case, to such REMIC Regular Interest pursuant to Section 1.02. In addition,
Uncertificated Interest with respect to each Distribution Date, as to any REMIC
Regular Interest shall be reduced by Realized Losses, if any, allocated to such
REMIC Regular Interest pursuant to Section 1.02 and Section 4.04.

            "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
Residual 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, which have not yet
been issued, 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 lesser of (i)
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 and (ii) the
purchase price paid for the related Mortgaged Property by the Mortgagor with the
proceeds of the Mortgage Loan, provided, however, in the case of a Refinanced
Mortgage Loan, such value of the Mortgaged Property is based solely upon


                                       50
<PAGE>

the value determined by an appraisal made for the originator of such Refinanced
Mortgage Loan at the time of origination of such Refinanced Mortgage Loan by an
appraiser.

            "Voting Rights": The portion of the voting rights of all of the
Certificates which is allocated to any Certificate. With respect to any date of
determination, 98% of all Voting Rights will be allocated among the holders of
the Class A Certificates, the Mezzanine Certificates and the Class CE
Certificates in proportion to the then outstanding Certificate Principal
Balances of their respective Certificates, 1% of all Voting Rights will be
allocated to the holders of the Class P Certificates and 1% of all Voting Rights
will be allocated among the holders of the Residual Certificates. The Voting
Rights allocated to each Class of Certificate shall be allocated among Holders
of each such Class in accordance with their respective Percentage Interests as
of the most recent Record Date.

            SECTION 1.02      Allocation of Certain Interest Shortfalls.

            For purposes of calculating the Interest Distribution Amount for the
Floating Rate Certificates and the Class CE Certificates for any Distribution
Date, the aggregate amount of any Prepayment Interest Shortfalls (to the extent
not covered by payments by the Servicer pursuant to Section 3.24) and any Relief
Act Interest Shortfalls incurred in respect of the Mortgage Loans for any
Distribution Date shall be allocated first, to the Class CE Certificates based
on, and to the extent of, one month's interest at the then applicable
Pass-Through Rate on the Notional Amount of the Class CE Certificates and,
thereafter, among the Class A Certificates and the Mezzanine Certificates on a
PRO RATA basis based on, and to the extent of, one month's interest at the then
applicable respective Pass-Through Rate on the respective Certificate Principal
Balance of each such Certificate immediately prior to such Distribution Date.

            For purposes of calculating the amount of Uncertificated Interest
for the REMIC I Regular Interests for any Distribution Date:

            (A) The aggregate amount of any Prepayment Interest Shortfalls (to
the extent not covered by payments by the Servicer pursuant to Section 3.24) and
any Relief Act Interest Shortfalls incurred in respect of the Mortgage Loans for
any Distribution Date shall be allocated among REMIC I Regular Interest I-LTAA,
REMIC I Regular Interest I-LTA1A, REMIC I Regular Interest I-LTA1B, REMIC I
Regular Interest I-LTA1C, REMIC I Regular Interest I-LTA1D, REMIC I Regular
Interest I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular Interest
I-LTM3, REMIC I Regular Interest I-LTM4, REMIC I Regular Interest I-LTM5, REMIC
I Regular Interest I-LTM6, REMIC I Regular Interest I-LTM7, REMIC I Regular
Interest I-LTM8, REMIC I Regular Interest I-LTM9, REMIC I Regular Interest
I-LTM10, REMIC I Regular Interest I-LTM11 and REMIC I Regular Interest I-LTZZ
PRO RATA based on, and to the extent of, one month's interest at the then
applicable respective REMIC I Remittance Rate on the respective Uncertificated
Balance of each such REMIC I Regular Interest.


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<PAGE>

                                   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 Assignment
Agreements, payments made to the Trust Administrator by the Cap Administrator
under the Cap Administration Agreement and the Cap Account, and all other assets
included or to be included in REMIC I. Such assignment includes all interest and
principal received by the Depositor or the 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 Depositor herewith delivers
to the Trustee executed copies of the Assignment Agreements, and the Trustee and
the Trust Administrator acknowledge receipt of the same on behalf of the
Certificateholders.

            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 related Originator or an Affiliate of the related
      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 related Originator and from such Affiliate to the
      Trustee;

            (ii) The original recorded Mortgage, noting the presence of the MIN
      of the Mortgage Loan, if applicable, 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(R) System,
      an assignment from the related Originator or an Affiliate of the related
      Originator 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(R) System);

            (iv) Any original assumption, modification, buydown or
      conversion-to- fixed-interest-rate agreement applicable to the Mortgage
      Loan; and


                                       52
<PAGE>

            (v) 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.

            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 Servicer, at
the expense of the Sponsor 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 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 Servicer, at


                                       53
<PAGE>

the expense of the Sponsor, 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 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 Servicer shall submit each Assignment for recording, at no
expense to the Trust Fund or the 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 Servicer Event of Default, (C) the
occurrence of a bankruptcy, insolvency or foreclosure relating to the Sponsor,
(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 Sponsor fails to pay the cost of recording
the Assignments, such expense will be paid by the Servicer and the Servicer
shall be reimbursed for such expenses by the Trust as Servicing Advances.

            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 Servicer to, and the
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.


                                       54
<PAGE>

            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 Sponsor, the Depositor or the 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 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 a
Custodian on behalf of the Trustee.

            The parties hereto understand and agree that it is not intended that
any Mortgage Loan be included in the Trust that is a high-cost home loan as
defined by the Homeownership and Equity Protection Act of 1994 or any other
applicable predatory or abusive lending laws.

            The Depositor hereby directs the Trustee to execute, deliver and
perform its obligations under the Cap Contract on the Closing Date and
thereafter on behalf of the Trust and the Holders of the Floating Rate
Certificates. The Sponsor, the Depositor, the Servicer, the Trust Administrator
and the Holders of the Floating Rate Certificates by their acceptance of such
Certificates acknowledge and agree that the Trustee shall execute, deliver and
perform the Trust Fund's obligations under the Cap Contract and shall do so
solely in its capacity as Trustee of the Trust Fund and not in its individual
capacity. The Trustee shall not have any responsibility for the contents,
adequacy or sufficiency of the Cap contract, including, without limitation, any
representations and warranties contained therein.

            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)) above 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 related 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


                                       55
<PAGE>

course of such review the Trustee or the related 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 related Custodian on its behalf shall
promptly so notify the Depositor, the Trust Administrator, the Sponsor, the
Servicer and, if such notice is from the related Custodian on the Trustee's
behalf, the Trustee. In addition, upon the discovery by the Depositor, the
Servicer, the Trust Administrator or the Trustee of a breach of any of the
representations and warranties made by the related Originator or the Sponsor in
the related Assignment 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 related 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 related Mortgage Files of all the
related 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 Sponsor or the Depositor.

            (a)   Upon discovery or receipt of notice by the Depositor, the
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 Originator or the Sponsor of any representation, warranty or
covenant under an Assignment 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 related Originator and the Sponsor of such
defect, missing document or breach and request that the related Originator
deliver such missing document or cure such defect or that the


                                       56
<PAGE>

related Originator or the Sponsor, as applicable, cure such breach within 90
days from the date the related Originator or the Sponsor, as applicable, was
notified of such missing document, defect or breach, and if the related
Originator or Sponsor, as applicable, 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 related Originator or Sponsor, as
applicable, under the related Assignment Agreement (i) to repurchase such
Mortgage Loan from REMIC I at the Purchase Price within 90 days after the date
on which the Sponsor 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 related Originator or Sponsor, as applicable, is
obligated to do so under the related Assignment Agreement. The Purchase Price
for the repurchased Mortgage Loan and any indemnification shall be remitted by
the related Originator or the Sponsor, as applicable, to the Servicer for
deposit into the Collection Account, and the Trust Administrator, upon receipt
of written notice from the Servicer of such deposit, shall give written notice
to the Trustee and the related Custodian that such deposit has taken place and
the Trustee shall release (or cause the related Custodian to release on its
behalf) to the related Originator or the Sponsor, as applicable, 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 related Originator or the Sponsor, as applicable, shall furnish
to it and as shall be necessary to vest in the related Originator or the
Sponsor, as applicable, 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 related
Originator or the Sponsor, as applicable, is not a member of MERS and
repurchases a Mortgage Loan which is registered on the MERS System, the related
Originator or the Sponsor, as applicable, pursuant to the related Assignment
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 related Originator or the Sponsor, as
applicable, 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
related Assignment Agreement the related Originator or the Sponsor, as
applicable, may cause such Mortgage Loan to be removed from REMIC I (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 related Originator or the Sponsor, as applicable, 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 related
Assignment Agreement to perform any applicable indemnification obligations with
respect to any such omission, defect or breach, as provided in such Assignment
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)   Notwithstanding anything to the contrary in this Section 2.03,
with respect to any breach by the related Originator or the Sponsor, as
applicable, of any representation and warranty which breach materially and
adversely affects the value of any Prepayment Charge or the interests of the
Certificateholders therein, the Trustee shall enforce the obligation of the
related Originator or the Sponsor, as applicable, to remedy such breach as
provided in the related


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<PAGE>

Assignment Agreement as follows: upon any Principal Prepayment with respect to
the affected Mortgage Loan, the related Originator or the Sponsor, as
applicable, shall pay or cause to be paid to the Purchaser the excess, if any,
of (x) the amount of such Prepayment Charge calculated as set forth in the
Mortgage Loan Schedule and (y) the amount collected from the Mortgagor in
respect of such Prepayment Charge.

            (c)   Within 90 days of the earlier of discovery by the Servicer or
receipt of notice by the Depositor of the breach of any representation, warranty
or covenant of the Servicer set forth in Section 2.05 which materially and
adversely affects the interests of the Certificateholders in any Mortgage Loan,
the 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.

            As to any Deleted Mortgage Loan for which the related Originator or
the Sponsor, as applicable, substitutes a Qualified Substitute Mortgage Loan or
Loans, such substitution shall be effected by the related Originator or the
Sponsor, as applicable, delivering to the Trustee (or to the related 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
related 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 related 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 related Custodian on its behalf shall promptly so notify the
Depositor, the Trust Administrator, the related Originator, the Sponsor and the
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 related Originator or the Sponsor, as applicable. 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 related Originator or the Sponsor, as applicable, 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 related 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 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 related Assignment Agreement
(including all


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<PAGE>

applicable representations and warranties thereof included in such Assignment
Agreement), in each case as of the date of substitution.

            For any month in which the related Originator or the Sponsor, as
applicable, substitutes one or more Qualified Substitute Mortgage Loans for one
or more Deleted Mortgage Loans, the 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
related Originator or the Sponsor, as applicable, to deliver or cause to be
delivered, and shall request that such delivery be to the Servicer for deposit
in the Collection Account, an amount equal to the Substitution Shortfall Amount,
if any, and the Trustee (or the related 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 Servicer of such deposit, shall release to
the related Originator or the Sponsor, as applicable, 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 related Originator or the Sponsor, as applicable, shall deliver to it and as
shall be necessary to vest therein any Deleted Mortgage Loan released pursuant
hereto.

            In addition, the related Originator or the Sponsor, as applicable,
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.

            In addition, pursuant to the terms of the related Assignment
Agreement, the related Originator or the Seller, as applicable, 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 the Trust Fund, including without limitation, any
federal tax imposed on "prohibited transactions" under Section 860F(a)(I) of the
Code or on "contributions after the startup date" under Section 860G(d)(I) of
the Code or (b) any REMIC to fail to qualify as a REMIC at any time that any
Certificate is outstanding. If such Opinion of Counsel can not be delivered,
then such substitution may only be effected at such time as the required Opinion
of Counsel can be given.

            (e)   Upon discovery by the Depositor, the 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 Sponsor. In connection therewith, the related
Originator or the Sponsor, as applicable, pursuant to the related Assignment
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


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<PAGE>

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 related Originator or the Sponsor, as applicable, 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 related
Originator or the Sponsor, as applicable, under the related Assignment 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). The Trustee shall reconvey to the Depositor, the related
Originator or the Sponsor, 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 Originator or the Sponsor for breach of
a representation or warranty.

            SECTION 2.04      [Reserved].

            SECTION 2.05      Representations, Warranties and Covenants of the
                              Servicer.

            (a)   The 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 Servicer is a national banking association duly
            formed, validly existing and in good standing under the laws of the
            United States of America and is duly authorized and qualified to
            transact any and all business contemplated by this Agreement to be
            conducted by the Servicer;

                  (ii) The Servicer has the full power and authority to conduct
            its business as presently conducted by it and to execute, deliver
            and perform, and to enter into and consummate, all transactions
            contemplated by this Agreement. The Servicer has duly authorized the
            execution, delivery and performance of this Agreement, has duly
            executed and delivered this Agreement, and this Agreement, assuming
            the due authorization, execution and delivery thereof by the
            Trustee, the Depositor and the Trust Administrator, constitutes a
            legal, valid and binding obligation of the Servicer, enforceable
            against the Servicer in accordance with its terms except as the
            enforceability thereof may be limited by bankruptcy, insolvency,
            reorganization or similar laws affecting the enforcement of
            creditors' rights generally, laws affecting the contract obligations
            of insured banks and by general principles of equity;

                  (iii) The execution and delivery of this Agreement by the
            Servicer, the servicing of the Mortgage Loans by the Servicer
            hereunder, the consummation by the Servicer 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 Servicer and will not (A) result in a breach of any
            term or provision of the charter of by-laws of the Servicer or (B)
            conflict with, result in a breach, violation or acceleration of, or
            result in a default under, the terms of any


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<PAGE>

            other material agreement or instrument to which the Servicer is a
            party or by which it may be bound, or any statute, order or
            regulation applicable to the Servicer of any court, regulatory body,
            administrative agency or governmental body having jurisdiction over
            the Servicer; and the 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 Servicer's knowledge, would in the
            future materially and adversely affect, (x) the ability of the
            Servicer to perform its obligations under this Agreement, (y) the
            business, operations, financial condition, properties or assets of
            the Servicer taken as a whole or (z) the legality, validity or
            enforceability of this Agreement;

                  (iv) The Servicer is a HUD approved mortgagee pursuant to
            Section 203 and Section 211 of the National Housing Act and is an
            approved seller/servicer for Fannie Mae or Freddie Mac in good
            standing. No event has occurred, including but not limited to a
            change in insurance coverage, that would make the Servicer unable to
            comply with HUD eligibility requirements or that would require
            notification to HUD;

                  (v) The Servicer does not believe, nor does it have any reason
            or cause to believe, that it cannot perform each and every covenant
            made by it and contained in this Agreement;

                  (vi) No litigation is pending against the Servicer that would
            materially and adversely affect the execution, delivery or
            enforceability of this Agreement or the ability of the Servicer to
            service the Mortgage Loans or to perform any of its other
            obligations hereunder in accordance with the terms hereof;

                  (vii) There are no actions or proceedings against, or
            investigations known to it of, the Servicer before any court,
            administrative or other tribunal (A) that might prohibit its
            entering into this Agreement, (B) seeking to prevent the
            consummation of the transactions contemplated by this Agreement or
            (C) that might prohibit or materially and adversely affect the
            performance by the Servicer of its obligations under, or the
            validity or enforceability of, this Agreement;

                  (viii) No consent, approval, authorization or order of any
            court or governmental agency or body is required for the execution,
            delivery and performance by the Servicer of, or compliance by the
            Servicer with, this Agreement or the consummation by it 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;

            (ix) The Servicer has fully furnished and will continue to fully
      furnish, in accordance with the Fair Credit Reporting Act and its
      implementing regulations, accurate and complete information (e.g.,
      favorable and unfavorable) on its borrower credit files to


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<PAGE>

      Equifax, Experian and Trans Union Credit Information Company or their
      successors (the "Credit Repositories") in a timely manner; and

            (x) The Servicer 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 related 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 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 and the Trust Administrator. Subject to Section 7.01, the
obligation of the Servicer set forth in Section 2.03(c) to cure breaches shall
constitute the sole remedies against the 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 related 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 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,
authenticated and delivered, to or upon the order of the Depositor, the
Certificates in authorized denominations. The interests evidenced by the
Certificates (other than the Class CE Certificates, the Class P Certificates and
the Class R-X Certificates), the Class CE Interest and the Class P Interest
constitute the entire beneficial ownership interest in REMIC II.

            SECTION 2.07      Conveyance of the REMIC Regular Interests;
                              Acceptance of the Trust REMICs by the Trustee.

            (a)   The Depositor, concurrently with the execution and delivery
hereof, does hereby transfer, assign, set over and otherwise convey in trust to
the Trustee without recourse all the right, title and interest of the Depositor
in and to the assets described in the definition of REMIC I for the benefit of
the holders of the REMIC I Regular Interests (which are uncertificated) and the
Class R Certificates (in respect of the Class R-I Interest). The Trustee (or the
related Custodian on its behalf, as applicable) acknowledges receipt of the
assets described in the definition of REMIC I and declares that it holds and
will hold the same in trust for the exclusive use and benefit of the holders of
the REMIC I Regular Interests and the Class R Certificates (in respect of the
Class R-I Interest). The interests evidenced by the Class R-I


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<PAGE>

Interest, together with the REMIC I Regular Interests, constitute the entire
beneficial ownership interest in REMIC I.

            (b)   The Depositor, concurrently with the execution and delivery
hereof, does hereby transfer, assign, set over and otherwise convey in trust to
the Trustee without recourse all the right, title and interest of the Depositor
in and to the REMIC I Regular Interests (which are uncertificated) for the
benefit of the Holders of the Regular Certificates (other than the Class CE
Certificates and the Class P Certificates), the Class CE Interest, the Class P
Interest and the Class R Certificates (in respect of the Class R-II Interest).
The Trustee acknowledges receipt of the REMIC I Regular Interests and declares
that it holds and will hold the same in trust for the exclusive use and benefit
of the Holders of the Regular Certificates (other than the Class CE Certificates
and the Class P Certificates), the Class CE Interest, the Class P Interest and
the Class R Certificates (in respect of the Class R-II Interest). The interests
evidenced by the Class R-II Interest, together with the Regular Certificates,
the Class CE Interest and the Class P Interest, constitute the entire beneficial
ownership interest in REMIC II.

            (c)   The Depositor, concurrently with the execution and delivery
hereof, does hereby transfer, assign, set over and otherwise convey in trust to
the Trustee without recourse all the right, title and interest of the Depositor
in and to the Class CE Interest (which is uncertificated) for the benefit of the
Holders of the Class CE Certificates and the Class R-X Certificates (in respect
of the Class R-III Interest). The Trustee acknowledges receipt of the Class CE
Interest and declares that it holds and will hold the same in trust for the
exclusive use and benefit of the Holders of the Class CE Certificates and the
Class R-X Certificates (in respect of the Class R-III Interest). The interests
evidenced by the Class R-III Interest, together with the Class CE Certificates,
constitute the entire beneficial ownership interest in REMIC III.

            (d)   The Depositor, concurrently with the execution and delivery
hereof, does hereby transfer, assign, set over and otherwise convey in trust to
the Trustee without recourse all the right, title and interest of the Depositor
in and to the Class P Interest (which is uncertificated) for the benefit of the
Holders of the Class P Certificates and the Class R-X Certificates (in respect
of the Class R-IV Interest). The Trustee acknowledges receipt of the Class P
Interest and declares that it holds and will hold the same in trust for the
exclusive use and benefit of the Holders of the Class P Certificates and the
Class R-X Certificates (in respect of the Class R-IV Interest). The interests
evidenced by the Class R-IV Interest, together with the Class P Certificates,
constitute the entire beneficial ownership interest in REMIC IV.

            (e) Concurrently with (i) the assignment and delivery to the Trustee
of REMIC I and the acceptance by the Trustee thereof, pursuant to Section 2.01,
Section 2.02 and subsection (a) hereof, (ii) the assignment and delivery to the
Trustee of REMIC II (including the Residual Interest therein represented by the
Class R-II Interest) and the acceptance by the Trustee thereof, pursuant to
Section 2.01, Section 2.02 and subsection (b) hereof, (iii) the assignment and
delivery to the Trustee of REMIC III (including the Residual Interest therein
represented by the Class R-III Interest) and the acceptance by the Trustee
thereof, pursuant to Section 2.01, Section 2.02 and subsection (c) hereof and
(iv) the assignment and delivery to the Trustee of REMIC IV (including the
Residual Interest therein represented by the Class IV Interest) and the
acceptance by the Trustee thereof, pursuant to Section 2.01, Section 2.02 and
subsection (d) hereof, the Trustee, pursuant to the written request of the
Depositor executed by


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<PAGE>

an officer of the Depositor, has executed, authenticated and delivered to or
upon the order of the Depositor, (A) the Class R Certificates in authorized
denominations evidencing the Class R-I Interest and the Class R-II Interest and
(B) the Class R-X Certificates in authorized denominations evidencing the Class
R-III Interest and the Class R-IV Interest.


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<PAGE>

                                  ARTICLE III

                          ADMINISTRATION AND SERVICING
                              OF THE MORTGAGE LOANS

            SECTION 3.01      Servicer to Act as Servicer.

            The 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 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 Servicer, any Sub-Servicer or any
      Affiliate of the Servicer or any Sub-Servicer may have with the related
      Mortgagor;

            (ii) the ownership of any Certificate by the Servicer or any
      Affiliate of the Servicer;

            (iii) the Servicer's obligation to make P&I Advances or Servicing
      Advances; or

            (iv) the 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 Servicer (a) shall seek
the timely and complete recovery of principal and interest on the Mortgage Notes
and (b) shall waive (or permit a Sub-Servicer to waive) a Prepayment Charge only
under the following circumstances: (i) such waiver is standard and customary in
servicing similar Mortgage Loans and such waiver relates to a default or a
reasonably foreseeable default and would, in the reasonable judgment of the
Servicer, maximize recovery of total proceeds taking into account the value of
such Prepayment Charge and the related Mortgage Loan, (ii) the collection of
such Prepayment Charge would be in violation of applicable laws or (iii) the
amount of the Prepayment Charge set forth on the Prepayment Charge Schedule is
not consistent with the related Mortgage Note or is otherwise unenforceable. If
a Prepayment Charge is waived as permitted by meeting the standard described in
clauses (ii) or (iii) above, then, the Trustee shall make commercially
reasonable efforts to attempt to enforce the obligations of the related
Originator under the Master Agreement to pay the amount of such waived
Prepayment Charge, for the benefit of the Holders of the Class P Certificates;
provided, however, that the Trustee shall not be under any obligation to take
any action pursuant to this paragraph unless directed by the Depositor and
provided, further, the Depositor hereby agrees to assist the Trustee in
enforcing any obligations of any Originator to repurchase or substitute for a
Mortgage Loan which has breached a representation or warranty under the related
Assignment Agreement. If the Trustee makes a good faith determination as
evidenced by an officer's certificate delivered by the Trustee to the Trust
Administrator, that the Servicer's efforts are not reasonably expected to be
successful in enforcing such rights, it shall


                                       65
<PAGE>

notify the Trust Administrator of such failure and the Trust Administrator, with
the cooperation of the Servicer, shall enforce the obligation of the related
Originator under the Master Agreement to pay to the Servicer the amount of such
waived Prepayment Charge. If such Originator fails to pay the amount of such
waived Prepayment Charge in accordance with its obligations under the related
Master Agreement, the Trustee, Trust Administrator, the Servicer and the
Depositor shall consult on further actions to be taken against such Originator.
Notwithstanding the foregoing, to the extent that the Trustee and the related
Originator are the same entity, the Trust Administrator shall enforce the
obligations of the related Originator under the related Master Agreement
pursuant to the terms of this paragraph.

            To the extent consistent with the foregoing, the 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 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 Servicer in its
own name or in the name of a Sub-Servicer is hereby authorized and empowered by
the Trustee when the 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 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 Servicer shall also comply in the performance of
this Agreement with all reasonable rules and requirements of any standard hazard
insurance policy. Subject to Section 3.17, the Trustee shall execute, at the
written request of the Servicer, and furnish to the Servicer and any
Sub-Servicer such documents as are necessary or appropriate to enable the
Servicer or any Sub-Servicer to carry out their servicing and administrative
duties hereunder, and the Trustee hereby grants to the Servicer a power of
attorney to carry out such duties. The Trustee shall not be liable for the
actions of the Servicer or any Sub-Servicers under such powers of attorney.

            In accordance with the standards of the preceding paragraph, the
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
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 provided, however, that (subject to Section 3.07) the Servicer may
capitalize the amount of any Servicing Advances incurred pursuant to this
Section 3.01 in connection with the modification of a Mortgage Loan.


                                       66
<PAGE>

            The 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 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 Servicer, such default is reasonably foreseeable, incurred in
connection with the actions described in the preceding sentence, shall be
subject to withdrawal by the Servicer from the Collection Account.

            Notwithstanding anything in this Agreement to the contrary, the
Servicer may not make any future advances with respect to a Mortgage Loan
(except as provided in Section 4.03) and the 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 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 Servicer may delegate its responsibilities under this Agreement;
provided, however, that no such delegation shall release the Servicer from the
responsibilities or liabilities arising under this Agreement.

            SECTION 3.02      Sub-Servicing Agreements Between the Servicer and
                              Sub-Servicers.

            (a)   The 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; provided, however,
such sub-servicing arrangement and the terms of the related Sub-Subservicing
Agreement must provide for the servicing of Mortgage Loans in a manner
consistent with the servicing arrangement contemplated hereunder.

            (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 and (ii) a Freddie Mac or Fannie Mae approved


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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 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 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 Servicer, are conclusively
deemed to be inconsistent with this Agreement and therefore prohibited. The
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 Servicer's execution and delivery of such instruments.

            (c)   As part of its servicing activities hereunder, the 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, including,
without limitation, any obligation to make advances in respect of delinquent
payments as required by a Sub-Servicing Agreement. 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
Servicer, in its good faith business judgment, would require were it the owner
of the related Mortgage Loans. The 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 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 Servicer without any act or deed on the part of such Sub-Servicer or the
Servicer, and the 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 shall include the provision that such
agreement may be immediately terminated by the Trustee or the Trust
Administrator without fee, in


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accordance with the terms of this Agreement, in the event that the Servicer
shall, for any reason, no longer be the Servicer (including termination due to a
Servicer Event of Default).

            SECTION 3.04      Liability of the Servicer.

            Notwithstanding any Sub-Servicing Agreement, any of the provisions
of this Agreement relating to agreements or arrangements between the Servicer
and a Sub-Servicer or reference to actions taken through a Sub-Servicer or
otherwise, the 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
Servicer alone were servicing and administering the Mortgage Loans. The Servicer
shall be entitled to enter into any agreement with a Sub- Servicer for
indemnification of the 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
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 Servicer shall be solely liable for all
fees owed by it to any Sub-Servicer, irrespective of whether the Servicer's
compensation pursuant to this Agreement is sufficient to pay such fees.

            SECTION 3.06      Assumption or Termination of Sub-Servicing
                              Agreements by Trust Administrator.

            In the event the Servicer shall for any reason no longer be the
servicer (including by reason of the occurrence of a Servicer Event of Default),
the Trust Administrator or its designee shall thereupon assume all of the rights
and obligations of the Servicer under each Sub-Servicing Agreement that the
Servicer may have entered into, unless the Trust Administrator elects to
terminate any Sub-Servicing Agreement in accordance with its terms as provided
in Section 3.03. Upon such assumption, the Trust Administrator, its designee or
the successor servicer for the Trust Administrator appointed pursuant to Section
7.02 shall be deemed, subject to Section 3.03, to have assumed all of the
Servicer's interest therein and to have replaced the 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 Servicer shall not
thereby be relieved of any liability or obligations under any Sub-Servicing
Agreement and (ii) none of the Trust Administrator, its designee or any
successor Servicer shall be deemed to have assumed any liability or obligation
of the Servicer that arose before it ceased to be the Servicer.


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<PAGE>

            The Servicer at its expense shall, upon request of the Trust
Administrator, 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 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 applicable insurance policies, 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 Servicer may in its
discretion (i) waive any late payment charge or, if applicable, penalty interest
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 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 Servicer, such default is reasonably foreseeable, the
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 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); provided, however, the Servicer
shall not modify any Mortgage Loan in a manner that would capitalize the amount
of any unpaid Monthly Payments or tax or insurance payments advanced by the
Servicer on the Mortgagor's behalf unless the related Mortgagor shall have
remitted an amount equal to a full Monthly Payment (or, in the case of any
Mortgage Loan subject to a forbearance plan or bankruptcy plan, a full modified
monthly payment under such plan) in each of the three calendar months
immediately preceding the month of such modification.

            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. The Sub-Servicer shall deposit in the Sub-Servicing Account, in no
event more than two Business Days after the Sub-Servicer's receipt thereof, all
proceeds of Mortgage


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<PAGE>

Loans received by the Sub-Servicer less its servicing compensation to the extent
permitted by the Sub-Servicing Agreement. The Sub-Servicer shall thereafter
remit such proceeds to the Servicer for deposit in the Collection Account not
later than two Business Days after the deposit of such amounts in the
Sub-Servicing Account. For purposes of this Agreement, the 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.

            To the extent the terms of a Mortgage provide for Escrow Payments,
the Servicer shall 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 taxes, assessments, fire, flood, and
hazard insurance premiums, hazard insurance proceeds (to the extent such amounts
are to be applied to the restoration or repair of the property) and comparable
items for the account of the Mortgagors ("Escrow Payments") shall be deposited
and retained. Servicing Accounts shall be Eligible Accounts. The Servicer shall
deposit in the Servicing Accounts on a daily basis and in no event later than
the second Business Day after receipt, and retain therein, all Escrow Payments
collected on account of the Mortgage Loans, for the purpose of effecting the
timely 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
timely payment of taxes, assessments, fire, flood, and hazard insurance
premiums, and comparable items; (ii) reimburse the Servicer 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 fire, flood and 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; or (v) clear and terminate the Servicing
Account at the termination of the Servicer's obligations and responsibilities in
respect of the Mortgage Loans under this Agreement in accordance with Article
IX. As part of its servicing duties, the Servicer 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. Notwithstanding the foregoing, the Servicer shall not be
obligated to collect Escrow Payments if the related Mortgage Loan does not
require such payments but the Servicer shall nevertheless be obligated to make
Servicing Advances as provided in Section 3.01. In the event the Servicer shall
deposit in the Servicing Accounts any amount not required to be deposited
therein, it may at any time withdraw such amount from the Servicing Accounts,
any provision to the contrary notwithstanding.

            To the extent that a Mortgage does not provide for Escrow Payments,
the Servicer (i) shall determine whether any such payments are made by the
Mortgagor in a manner and at a time that is necessary to avoid the loss of the
Mortgaged Property due to a tax sale or the foreclosure as a result of a tax
lien and (ii) shall ensure that all insurance required to be maintained on the
Mortgaged Property pursuant to this Agreement is maintained. If any such payment
has not been made and the Servicer receives notice of a tax lien with respect to
the Mortgage Loan being imposed, the Servicer will, to the extent required to
avoid loss of the Mortgaged Property, advance or cause to be advanced funds
necessary to discharge such lien on the Mortgaged Property. The Servicer assumes
full responsibility for the payment of all such


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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 Servicing 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 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 Trust
Administrator, the Trustee and the Certificateholders. On behalf of the Trust
Fund, the 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 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 (but not Prepayment Charges), on the Mortgage Loans;

            (ii) all payments on account of interest (the related Servicing Fee)
      on each Mortgage Loan;

            (iii) all Insurance Proceeds and Liquidation Proceeds (other than
      proceeds collected in respect of any particular REO Property and amounts
      paid by the 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 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; and

            (viii) all Prepayment Charges collected by the Servicer and any
      Servicer Prepayment Charge Payment Amounts in connection with the
      Principal Prepayment of any of the Mortgage Loans.


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<PAGE>

            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 (other than Prepayment Charges) need not be deposited by the
Servicer in the Collection Account. In the event the 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 Trust Administrator, as agent
for the Trustee, 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 Servicer shall deliver to the Trust Administrator in immediately available
funds for deposit in the Distribution Account on or before 4:00 p.m. New York
time (i) on the Servicer Remittance Date, that portion of the Available
Distribution Amount (calculated without regard to the subtraction therefrom of
the Credit Risk Manager Fee) for the related Distribution Date then on deposit
in the Collection Account, the amount of all Prepayment Charges collected during
the applicable Prepayment Period by the Servicer and Servicer Prepayment Charge
Payment Amounts in connection with the Principal Prepayment of any of the
Mortgage Loans 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 Servicer shall, on or
before 4:00 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 Servicer, the Trustee, the Trust Administrator, the Sponsor 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 Servicer shall give notice to the Trustee, the Trust
Administrator and the Depositor of the location of the Collection Account
maintained by it when established and prior to any change thereof. The Trust
Administrator shall give notice to the Servicer, the Trustee 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 Servicer to 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 Trust Administrator shall have the sole
authority to withdraw any funds held pursuant to this subsection (d). In the
event the Servicer shall deliver to


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<PAGE>

the Trust Administrator for deposit in the Distribution Account any amount not
required to be deposited therein, it may at any time request that the Trust
Administrator withdraw such amount from the Distribution Account and remit to it
any such amount, any provision herein to the contrary notwithstanding. In
addition, the Servicer shall deliver to the Trust Administrator from time to
time for deposit, and upon written notification from the Servicer, the Trust
Administrator 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 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
Servicer, a trustee in bankruptcy, or federal bankruptcy court or other source,
the Trust Administrator shall deposit such funds in the Distribution Account,
subject to withdrawal thereof as permitted hereunder.

            (f)   The 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 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 Trust Administrator 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 Servicer for P&I
      Advances, but only to the extent of amounts received which represent Late
      Collections (net of the related Servicing 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 Servicer or any
      Sub-Servicer (A) any unpaid Servicing Fees, (B) any unreimbursed Servicing
      Advances with respect to each Mortgage Loan, but only to the extent of any
      Liquidation Proceeds, Insurance Proceeds


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<PAGE>

      or other amounts as may be collected by the Servicer from a Mortgagor, or
      otherwise received with respect to such Mortgage Loan and (C) without
      limiting any right of withdrawal set forth in clause (vi) below, any
      Servicing Advances made with respect to a Mortgage Loan that, following
      the final liquidation of a Mortgage Loan are Nonrecoverable Advances, 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 Servicer or any Sub-Servicer for such
      Servicing Advances;

            (iv) to pay to the Servicer as servicing compensation (in addition
      to the Servicing Fee) on the Servicer Remittance Date any interest or
      investment income earned on funds deposited in the Collection Account;

            (v) to pay to the Servicer, the Depositor or the Sponsor, 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 Servicer for any P&I Advance or Servicing
      Advance previously made which the Servicer has determined to be a
      Nonrecoverable Advance in accordance with the provisions of Section 4.03;

            (vii) to reimburse the Servicer or the Depositor for expenses
      incurred by or reimbursable to the Servicer or the Depositor, as the case
      may be, pursuant to Section 6.03;

            (viii) to reimburse the 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) [reserved];

            (x) to pay, or to reimburse the Servicer for advances in respect of
      expenses incurred in connection with any Mortgage Loan pursuant to Section
      3.16(b); and

            (xi) to clear and terminate the Collection Account pursuant to
      Section 9.01.

            The 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 Servicer shall provide written notification to the Trustee and the Trust
Administrator, on or prior to the next succeeding Servicer Remittance Date, upon
making any withdrawals from the Collection Account pursuant to subclause (vii)
above.

            (b) The Trust Administrator shall, from time to time, make
withdrawals from the Distribution Account, for any of the following purposes,
without priority:


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<PAGE>

            (i) to make distributions to the Cap Account in accordance with
      Section 4.08;

            (ii) to make distributions to Certificateholders in accordance with
      Section 4.01;

            (iii) to pay to itself any interest income earned on funds deposited
      in the Distribution Account pursuant to Section 3.12(c);

            (iv) to reimburse the Trust Administrator or the Trustee pursuant to
      Section 7.02;

            (v) to pay any amounts in respect of taxes pursuant to
      10.01(g)(iii);

            (vi) to pay any Extraordinary Trust Fund Expenses;

            (vii) to reimburse the Trust Administrator or the Trustee for any
      P&I Advance made by it under Section 7.01 (if not reimbursed by the
      Servicer) to the same extent the Servicer would be entitled to
      reimbursement under Section 3.11(a);

            (viii) to pay the Credit Risk Manager the Credit Risk Manager Fee;
      and

            (ix) 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 Servicer may direct any depository institution maintaining
the Collection Account (for purposes of this Section 3.12, an "Investment
Account"), and the Trust Administrator may at the direction of the Depositor
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 Trust Administrator 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 Trust Administrator 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:


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<PAGE>

            (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 Servicer, shall
be for the benefit of the Servicer and shall be subject to its withdrawal in
accordance with Section 3.11. The 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 Trust
Administrator, shall be for the benefit of the Trust Administrator and shall be
subject to its withdrawal at any time. The Trust Administrator 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 Trust Administrator 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      [Reserved].

            SECTION 3.14      Maintenance of Hazard Insurance and Errors and
                              Omissions and Fidelity Coverage.

            (a) The terms of each Mortgage Note require the related Mortgagor to
maintain fire, flood and hazard insurance policies. To the extent such policies
are not maintained, the Servicer shall cause to be maintained for each Mortgaged
Property fire and hazard insurance with extended coverage as is customary in the
area where the Mortgaged Property is located in an amount which is at least
equal to the lesser of the current principal balance of such Mortgage Loan and
the amount necessary to fully compensate for any damage or loss to the
improvements which are a part of such property on a replacement cost basis, 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 Servicer shall also cause to be maintained fire and hazard insurance
on each REO Property with extended coverage as is customary in the area


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where the Mortgaged Property is located 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. The 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
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
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 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; provided,
however, that the Servicer may capitalize the amount of any Servicing Advances
incurred pursuant to this Section 3.14 in connection with the modification of a
Mortgage Loan. 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
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 Servicer shall obtain and maintain a blanket
policy with an insurer having a General Policy Rating of B:VI or better in
Best's Key Rating Guide 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
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 Servicer agrees to prepare
and present, on behalf of itself, the Trustee, the Trust Fund and the
Certificateholders, claims under any such blanket policy in a timely fashion in
accordance with the terms of such policy.

            (b) The 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 its respective obligations under this Agreement,
which policy or policies shall be in such form and amount that would meet the
requirements of Fannie Mae or Freddie Mac if it were the purchaser of the
Mortgage Loans, unless the Servicer, has obtained a waiver of such requirements
from Fannie Mae or Freddie Mac. The Servicer shall each also maintain a fidelity
bond in the form and amount that would meet the requirements of Fannie Mae or
Freddie Mac, unless the Servicer, has obtained a waiver of such requirements
from


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Fannie Mae or Freddie Mac. The Servicer shall be deemed to have complied with
this provision if an Affiliate of the 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 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 and the
Trust Administrator.

            SECTION 3.15      Enforcement of Due-On-Sale Clauses; Assumption
                              Agreements.

            The 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
Servicer shall not exercise any such rights if prohibited by law from doing so.
If the 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 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 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 then current underwriting criteria of the Servicer for mortgage
loans similar to the Mortgage Loans. In connection with any assumption or
substitution, the 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 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 hazard insurance policy. Any fee collected by
the Servicer in respect of an assumption or substitution of liability agreement
will be retained by the 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 Servicer shall notify the Trustee and the
Trust Administrator that any such substitution or assumption agreement has been
completed by forwarding to the Trust Administrator on behalf of 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.


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            Notwithstanding the foregoing paragraph or any other provision of
this Agreement, the 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 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 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 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 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
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 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 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 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 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


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            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 3.16 shall be advanced by the Servicer, subject to the 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 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 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 Servicer, subject to the
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) The Servicer shall have the right to purchase from REMIC I any
defaulted Mortgage Loan that is 90 days or more delinquent, which the Servicer
determines in good faith will otherwise become subject to foreclosure
proceedings (evidence of such determination to be delivered in writing to the
Trustee and the Trust Administrator, in form and substance satisfactory to the
Trustee and the Trust Administrator prior to purchase), at a price equal to the
Purchase Price. The Purchase Price for any Mortgage Loan purchased hereunder
shall be deposited in the Collection Account, and the Trust Administrator, upon
receipt of written certification from the Servicer of such deposit, shall
release or cause to be released to the Servicer the related Mortgage File and
the Trust Administrator, upon receipt of written certification from the Servicer
of such deposit, shall execute and deliver such instruments of transfer or
assignment, in each case without recourse, as the Servicer shall furnish and as
shall be necessary to vest in the Servicer title to any Mortgage Loan released
pursuant hereto.

            (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
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 Servicer as follows: first, to unpaid
Servicing Fees; and second, to the balance of


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the interest then due and owing. The portion of the recovery so allocated to
unpaid Servicing Fees shall be reimbursed to the 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 Servicer of a notification that payment in full shall be escrowed in a
manner customary for such purposes, the Servicer will immediately notify the
related Custodian, on behalf of the Trustee, by a Request for Release 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 related Custodian, on behalf of the Trustee, deliver to it the Mortgage
File. Upon receipt of such certification and request, the related Custodian, on
behalf of the Trustee, shall promptly release the related Mortgage File to the
Servicer, and the Servicer is authorized to cause the removal from the
registration on the MERS(R) 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 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 insurance policy relating to the Mortgage Loans, the related Custodian, on
behalf of the Trustee, shall, upon request of the Servicer and delivery to the
related Custodian and the Trustee of a Request for Release in the form of
Exhibit E, release the related Mortgage File to the Servicer, and the related
Custodian, on behalf of the Trustee, shall, at the direction of the Servicer,
execute such documents as shall be necessary to the prosecution of any such
proceedings. Such Request for Release shall obligate the Servicer to return each
and every document previously requested from the Mortgage File to the related
Custodian when the need therefor by the 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 Servicer has delivered to the
related 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
related Custodian, on behalf of the Trustee, to the Servicer.


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            (c) Upon written certification of a Servicing Officer, the Trustee
shall execute and deliver to the 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 Servicer hereunder, the
Servicer shall be entitled to the Servicing Fee 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 Servicer shall be entitled to recover
unpaid Servicing 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 may not be transferred in whole or in
part except in connection with the transfer of all of the 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 (other than Prepayment
Charges) shall be retained by the Servicer (subject to Section 3.24) only to the
extent such fees or charges are received by the Servicer. The 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 Servicer shall be
required to pay all expenses incurred by it in connection with its servicing
activities hereunder (including 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
Servicer shall forward to the Trust Administrator, upon the request of the Trust
Administrator, a statement prepared by the 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 Fannie Mae Monthly Accounting
Report for its Guaranteed Mortgage Pass-Through Program


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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
any Certificateholder and to any Person identified to the Trust Administrator 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 Servicer to
the Trust Administrator.

            SECTION 3.20      Statement as to Compliance.

            The Servicer shall deliver to the Trust Administrator, on or before
March 15th of each calendar year beginning in 2007, an Officers' Certificate (an
"Annual Statement of Compliance") stating, as to each signatory thereof, that
(i) a review of the activities of the Servicer during the preceding calendar
year and of performance under this Agreement has been made under such officers'
supervision and (ii) to the best of such officers' knowledge, based on such
review, the Servicer has fulfilled all of its obligations under this Agreement
in all material respects throughout such year, or, if there has been a failure
to fulfill any such obligation in any material respect, specifying each such
failure known to such officer and the nature and status of cure provisions
thereof. The Servicer shall deliver, or cause any Sub-Servicer to deliver, a
similar Annual Statement of Compliance by any Sub-Servicer to which the Servicer
has delegated any servicing responsibilites with respect to the Mortgage Loans,
to the Trust Administrator as described above as and when required with respect
to the Servicer.

            If the Servicer cannot deliver the related Annual Statement of
Compliance by March 15th of such year, the Trust Administrator, at its sole
option, may permit a cure period for the Servicer to deliver such Annual
Statement of Compliance, but in no event later than March 20th of such year.

            Failure of the Servicer to timely comply with this Section 3.20,
which continues unremedied for ten (10) calendar days after the date on which
the Annual Statement of Compliance was required to be delivered, shall be deemed
an Event of Default, and upon the receipt of written notice from the Trust
Administrator of such Event of Default, the Trustee may at the direction of the
Depositor, in addition to whatever rights the Trustee may have under this
Agreement and at law or equity or to damages, including injunctive relief and
specific performance, upon notice immediately terminate all the rights and
obligations of the Servicer under this Agreement and in and to the Mortgage
Loans and the proceeds thereof without compensating the Servicer for the same;
PROVIDED that to the extent that any provision of this Agreement expressly
provides for the survival of certain rights or obligations following termination
of the Servicer, such provision shall be given effect. This paragraph shall
supercede any other provision in this Agreement or any other agreement to the
contrary.

            The Servicer shall indemnify and hold harmless the Depositor, the
Trust Administrator and their officers, directors and Affiliates from and
against any actual losses, damages, penalties, fines, forfeitures, reasonable
and necessary legal fees and related costs, judgments and other costs and
expenses that such Person may sustain based upon a breach of the Servicer's
obligations under this Section 3.20.


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            SECTION 3.21      Assessments of Compliance and Attestation Reports.

            (a) The Servicer shall service and administer the Mortgage Loans in
accordance with all applicable requirements of the Servicing Criteria (as set
forth in Exhibit C hereto). The Servicer shall deliver to the Trust
Administrator on or before March 1st of each calendar year beginning in 2007,
the following:

            (i) a report (an "Assessment of Compliance") regarding the
      Servicer's assessment of compliance with the Servicing Criteria during the
      immediately preceding calendar year, as required under Rules 13a-18 and
      15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report
      shall be signed by an authorized officer of the Servicer, and shall
      address each of the Servicing Criteria set forth in Exhibit C hereto;

            (ii) a report (an "Attestation Report") of a registered public
      accounting firm reasonably acceptable to the Depositor that attests to,
      and reports on, the assessment of compliance made by the Servicer and
      delivered pursuant to the preceding paragraph. Such attestation shall be
      in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under
      the Securities Act and the Exchange Act; and

            (iii) cause each Sub-Servicer, and each subcontractor determined by
      the Servicer to be "participating in the servicing function" within the
      meaning of Item 1122 of Regulation AB, to deliver an Assessment of
      Compliance and Attestation Report as and when provided in paragraphs (i)
      and (ii) of this Section 3.21(a).

            (iv) a statement as to which of the Servicing Criteria, if any, are
      not applicable to the Servicer, which statement shall be based on the
      activities it performs with respect to asset-backed securities
      transactions taken as a whole involving the Servicer, that are backed by
      the same asset type as the Mortgage Loans.

            (b) The Servicer shall, or shall cause any Sub-Servicer and each
subcontractor determined by the Servicer to be "participating in the servicing
function" within the meaning of Item 1122 of Regulation AB to, deliver to the
Trust Administrator and the Depositor an Assessment of Compliance and
Attestation Report as and when provided above.

            Such Assessment of Compliance, as to any Sub-Servicer, shall at a
minimum address each of the Servicing Criteria specified on Exhibit C hereto
which are indicated as applicable to any "primary servicer." Notwithstanding the
foregoing, as to any subcontractor, an Assessment of Compliance is not required
to be delivered unless it is required as part of a Form 10-K with respect to the
Trust Fund.

            If the Servicer cannot deliver any Assessment of Compliance or
Attestation Report by March 1st of such year, the Trust Administrator, at its
sole option, may permit a cure period for the Servicer to deliver such
Assessment of Compliance or Attestation Report, but in no event later than March
15th of such year.

            Failure of the Servicer to timely comply with this Section 3.21
shall be deemed a Servicer Event of Default, and upon the receipt of written
notice from the Trust Administrator of such Event of Default, the Trustee at the
direction of the Depositor may, in addition to whatever


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rights the Trustee may have under this Agreement and at law or equity or to
damages, including injunctive relief and specific performance, upon notice
immediately terminate all the rights and obligations of the Servicer under this
Agreement and in and to the Mortgage Loans and the proceeds thereof without
compensating the Servicer for the same; provided, however, the Depositor shall
not be entitled to instruct the Trustee to terminate the rights and obligations
of the Servicer pursuant to clause (iii) above if a failure of the Servicer to
identify a subcontractor "participating in the servicing function" within the
meaning of Item 1122 of Regulation AB was attributable solely to the role or
functions of such subcontractor with respect to mortgage loans other than the
Mortgage Loans. This paragraph shall supercede any other provision in this
Agreement or any other agreement to the contrary.

            The Trust Administrator shall also provide an Assessment of
Compliance and Attestation Report, as and when provided above, which shall at a
minimum address each of the Servicing Criteria specified on Exhibit C hereto
which are indicated as applicable to the "trust administrator."

            The Servicer shall indemnify and hold harmless the Depositor and the
Trust Administrator and their officers, directors and Affiliates from and
against any actual losses, damages, penalties, fines, forfeitures, reasonable
and necessary legal fees and related costs, judgments and other costs and
expenses that such Person may sustain based upon a breach of the Servicer's
obligations, as applicable, under this Section 3.21. The Trust Administrator
shall indemnify and hold harmless the Depositor and its officers, directors and
Affiliates from and against any actual losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related costs, judgments
and other costs and expenses that such Person may sustain based upon any failure
of the Trust Administrator to deliver when required its Assessment of
Compliance.

            SECTION 3.22      Access to Certain Documentation.

            The 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 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 Servicer as a prospective
transferee of a Certificate subject to the execution of a confidentiality
agreement in form and substance satisfactory to the servicer, upon reasonable
request during normal business hours at the offices of the Servicer designated
by it at the expense of the Person requesting such access. Nothing in this
Section 3.22 shall derogate from the obligation of any such party to observe any
applicable law prohibiting disclosure of information regarding the Mortgagors
and the failure of any such party to provide access as provided in this Section
as a result of such obligation shall not constitute a breach of this Section
3.22.


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<PAGE>

            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 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 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 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 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 Servicer shall be permitted to allow the Collection
Account to serve as the REO Account, subject to separate ledgers for each REO
Property. The Servicer shall be entitled to retain or withdraw any interest
income paid on funds deposited in the REO Account.

            (c) The 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 Servicer manages and operates similar property owned by the
Servicer or any of its Affiliates, all on such terms and for such period as the
Servicer deems to be in the best interests of Certificateholders. In connection
therewith, the 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 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;


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<PAGE>

            (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 Servicer
shall advance from its own funds such amount as is necessary for such purposes
if, but only if, the Servicer would make such advances if the Servicer owned the
REO Property and if in the 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 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 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 Servicer may take such actions
as are specified in such Opinion of Counsel.

            The 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 Servicer as soon as


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<PAGE>

      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 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 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 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 Servicer by such Independent
Contractor, and nothing in this Agreement shall be deemed to limit or modify
such indemnification. The Servicer shall be solely liable for all fees owed by
it to any such Independent Contractor, irrespective of whether the 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 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 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 Servicer from each REO
Account maintained by it and remitted to the Trust Administrator for deposit
into the Distribution Account in accordance with Section 3.10(d)(ii) on the
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 Servicer at such
price and upon such terms and conditions as the 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 Servicer or any Sub-Servicer as
provided above, shall be remitted to the Trust Administrator for deposit in the
Distribution Account in accordance with Section 3.10(d)(ii) on the 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


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<PAGE>

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 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 Servicer in Respect of
                              Prepayment Interest Shortfalls.

            The Servicer shall deliver to the Trust Administrator for deposit
into the Distribution Account on or before 3:00 p.m. New York time on the
Servicer Remittance Date from its own funds (or from a Sub-Servicer's own funds
received by the 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.

            SECTION 3.25      Obligations of the 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
Mortgage Rates, Monthly Payments or Stated Principal Balances that were made by
the Servicer in a manner not consistent with the terms of the related Mortgage
Note and this Agreement, the Servicer, upon discovery or receipt of notice
thereof, immediately shall deliver to the Trust Administrator 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 servicer in respect of any such
liability. Such indemnities shall survive the termination or discharge of this
Agreement. If amounts paid by the Servicer with respect to any Mortgage Loan
pursuant to this Section 3.25 are subsequently recovered from the related
Mortgagor, the 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      Advance Facility.

            (a)         Either (i) the Servicer or (ii) the Trust Administrator,
on behalf of the Trust Fund, with the consent of and at the direction of the
Servicer, is hereby authorized to enter into a facility with any Person which
provides that such Person (an "Advancing Person") may fund P&I Advances and/or
Servicing Advances to the Trust Fund under this Agreement, although no such
facility shall reduce or otherwise affect the Servicer's obligation to fund such
P&I Advances and/or Servicing Advances. If the Servicer enters into such an
Advance Facility pursuant to this Section 3.26, upon reasonable request of the
Advancing Person, the Trust Administrator shall execute a letter of
acknowledgment, confirming its receipt of notice of the


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<PAGE>

existence of such Advance Facility. If the Trust Administrator enters into such
an Advance Facility pursuant to this Section 3.26, the Servicer shall also be a
party to such Advance Facility. To the extent that an Advancing Person funds any
P&I Advance or any Servicing Advance and provides the Trust Administrator with
notice acknowledged by the Servicer that such Advancing Person is entitled to
reimbursement, such Advancing Person shall be entitled to receive reimbursement
pursuant to this Agreement for such amount to the extent provided in Section
3.26(b). Such notice from the Advancing Person must specify the amount of the
reimbursement, the Section of this Agreement that permits the applicable P&I
Advance or Servicing Advance to be reimbursed and the section(s) of the Advance
Facility that entitle the Advancing Person to request reimbursement from the
Trust Administrator, rather than the Servicer, and include the Servicer's
acknowledgment thereto or proof of an Event of Default under the Advance
Facility. The Trust Administrator shall have no duty or liability with respect
to any calculation of any reimbursement to be paid to an Advancing Person and
shall be entitled to rely without independent investigation on the Advancing
Person's notice provided pursuant to this Section 3.26. An Advancing Person
whose obligations hereunder are limited to the funding of P&I Advances and/or
Servicing Advances shall not be required to meet the qualifications of a
Servicer or a Sub-Servicer pursuant to Section 3.02 hereof and will not be
deemed to be a Sub-Servicer under this Agreement.

            (b) If an advancing facility is entered into, then the Servicer
shall not be permitted to reimburse itself therefor under Section 3.11(a)(ii),
Section 3.11(a)(iii) and Section 3.11(a)(vi) prior to the remittance to the
Trust Fund, but instead the Servicer shall include such amounts in the
applicable remittance to the Trust Administrator made pursuant to Section
3.11(a). The Trust Administrator is hereby authorized to pay to the Advancing
Person, reimbursements for P&I Advances and Servicing Advances from the
Distribution Account to the same extent the Servicer would have been permitted
to reimburse itself for such P&I Advances and/or Servicing Advances in
accordance with Section 3.11(a)(ii), Section 3.11(a)(iii) and Section
3.11(a)(vi), as the case may be, had the Servicer itself funded such P&I Advance
or Servicing Advance. The Trust Administrator is hereby authorized to pay
directly to the Advancing Person such portion of the Servicing Fee as the
parties to any advancing facility agree in writing.

            (c) All P&I Advances and Servicing Advances made pursuant to the
terms of this Agreement shall be deemed made and shall be reimbursed on a "first
in-first out" (FIFO) basis.

            (d) Any amendment to this Section 3.26 or to any other provision of
this Agreement that may be necessary or appropriate to effect the terms of an
Advance Facility as described generally in this Section 3.26, including
amendments to add provisions relating to a successor servicer, may be entered
into by the Trustee, the Trust Administrator and the Servicer without the
consent of any Certificateholder, notwithstanding anything to the contrary in
this Agreement.


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<PAGE>

                                   ARTICLE IV

                         PAYMENTS TO CERTIFICATEHOLDERS

            SECTION 4.01      Distributions.

            (a) (1) On each Distribution Date, the Trust Administrator shall,
first, withdraw from the Distribution Account an amount equal to the Credit Risk
Manager Fee for such Distribution Date and shall pay such amount to the Credit
Risk Manager and, second, withdraw from the Distribution Account an amount equal
to the Available Distribution Amount for such Distribution Date and shall
distribute the following amounts, in the following order of priority:

            (I) On each Distribution Date, the Interest Remittance Amount shall
be distributed to the Certificateholders in the following order of priority:

            (i) Concurrently, to the Holders of the Class A Certificates (on a
      pro rata basis based on the entitlement of each such class), the Senior
      Interest Distribution Amount allocable to the Class A Certificates; and

            (ii) sequentially, to the holders of the Class M-1, Class M-2, Class
      M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9,
      Class M-10 and Class M-11 Certificates, in that order, in an amount equal
      to the Interest Distribution Amount for each such class.

            (2)(I) On each Distribution Date (a) prior to the Stepdown Date or
(b) on which a Trigger Event is in effect, the Principal Distribution Amount
shall be distributed in the following order of priority:

            (i) to the Holders of the Class A Certificates (allocated among the
      classes of Class A Certificates in the priority described below), until
      the Certificate Principal Balance thereof has been reduced to zero; and

            (ii) sequentially, to the holders of the Class M-1, Class M-2, Class
      M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9,
      Class M-10 and Class M-11 Certificates, in that order, in each case, until
      the Certificate Principal Balance of each such class has been reduced to
      zero..

            (III) On each Distribution Date (a) prior to the Stepdown Date or
(b) on which a Trigger Event is in effect, the Principal Distribution Amount
remaining undistributed for such Distribution Date shall be distributed
sequentially to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class
M-6, Class M-7, Class M-8, Class M-9, Class M-10 and Class M-11 Certificates, in
that order, in each case, until the Certificate Principal Balance of such Class
has been reduced to zero.

            (IV) On each Distribution Date (a) on or after the Stepdown Date and
(b) on which a Trigger Event is not in effect, the Principal Distribution Amount
shall be distributed in the following order of priority:


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<PAGE>

            (i) to the Holders of the Class A Certificates (in the priority
      described below), the Senior Principal Distribution Amount, until the
      Certificate Principal Balances of such Classes have been reduced to zero;
      and

            (ii) to the Holders of the Class M-1 Certificates, the Class M-1
      Principal Distribution Amount, until the Certificate Principal Balance
      thereof has been reduced to zero;

            (iii) to the Holders of the Class M-2 Certificates, the Class M-2
      Principal Distribution Amount, until the Certificate Principal Balance
      thereof has been reduced to zero;

            (iv) to the Holders of the Class M-3 Certificates, the Class M-3
      Principal Distribution Amount, until the Certificate Principal Balance
      thereof has been reduced to zero;

            (v) to the Holders of the Class M-4 Certificates, the Class M-4
      Principal Distribution Amount, until the Certificate Principal Balance
      thereof has been reduced to zero;

            (vi) to the Holders of the Class M-5 Certificates, the Class M-5
      Principal Distribution Amount, until the Certificate Principal Balance
      thereof has been reduced to zero;

            (vii) to the Holders of the Class M-6 Certificates, the Class M-6
      Principal Distribution Amount, until the Certificate Principal Balance
      thereof has been reduced to zero;

            (viii) to the Holders of the Class M-7 Certificates, the Class M-7
      Principal Distribution Amount, until the Certificate Principal Balance
      thereof has been reduced to zero;

            (ix) to the Holders of the Class M-8 Certificates, the Class M-8
      Principal Distribution Amount, until the Certificate Principal Balance
      thereof has been reduced to zero;

            (x) to the Holders of the Class M-9 Certificates, the Class M-9
      Principal Distribution Amount, until the Certificate Principal Balance
      thereof has been reduced to zero;

            (xi) to the Holders of the Class M-10 Certificates, the Class M-10
      Principal Distribution Amount, until the Certificate Principal Balance
      thereof has been reduced to zero; and

            (xii) to the Holders of the Class M-11 Certificates, the Class M-11
      Principal Distribution Amount, until the Certificate Principal Balance
      thereof has been reduced to zero.


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<PAGE>

            (3) On each Distribution Date, the Net Monthly Excess Cashflow shall
be distributed by the Trust Administrator as follows:

            (i) to the Holders of the Class or Classes of Certificates then
      entitled to receive distributions in respect of principal, as part of the
      Principal Distribution Amount in an amount equal to the
      Overcollateralization Increase Amount for the Certificates, without taking
      into account amounts, if any, received under the cap contract,
      distributable as part of the Principal Distribution Amount;

            (ii) sequentially, to the Holders of the Class M-1, Class M-2, Class
      M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9,
      Class M-10 and Class M-11 Certificates, in that order, in each case, in an
      amount equal to the Interest Carry Forward Amount allocable to such Class
      of Certificates;

            (iii) sequentially to the Holders of the Class M-1, Class M-2, Class
      M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9,
      Class M-10 and Class M-11 Certificates, in that order, in each case up to
      the related Allocated Realized Loss Amount related to each such Class of
      Certificates for such Distribution Date;

            (iv) to the Net WAC Rate Carryover Reserve Account, any Net WAC Rate
      Carryover Amounts for the Floating Rate Certificates, without taking into
      account amount, if any, received under the cap contract for such
      Distribution Date;

            (v) to reimburse the Servicer for the amount of any P&I Advances or
      Servicing Advances added to the unpaid principal balance of a Mortgage
      Loan pursuant to a capitalization modification permitted in accordance
      with the proviso in the last sentence of Section 3.07 (it being understood
      that with respect to any P&I Advances or Servicing Advances outstanding on
      any modified Mortgage Loan that was modified pursuant to any modification
      of a kind not contemplated and permitted by such proviso, then such
      advances shall only be reimbursable as provided in clauses (ii), (iii) and
      (vi) of Section 3.11(a));

            (vi) to the Holders of the Class CE Certificates, (a) the Interest
      Distribution Amount and any Overcollateralization Reduction Amount for
      such Distribution Date and (b) on any Distribution Date on which the
      aggregate Certificate Principal Balance of the Floating Rate Certificates
      have been reduced to zero, any remaining amounts in reduction of the
      Certificate Principal Balance of the Class CE Certificates, until the
      Certificate Principal Balance thereof has been reduced to zero; and

            (vii) to the Holders of the Class R Certificates, any remaining
      amounts; provided that if such Distribution Date is the Distribution Date
      immediately following the expiration of the latest Prepayment Charge term
      on a Mortgage Loan as identified on the Mortgage Loan Schedule or any
      Distribution Date thereafter, then any such remaining amounts will be
      distributed first, to the Holders of the Class P Certificates, until the
      Certificate Principal Balance thereof has been reduced to zero; and
      second, to the Holders of the Class R Certificates.


                                       94
<PAGE>

            (4) On each Distribution Date, after making the distributions of the
Available Distribution Amount as set forth above, the Trust Administrator will
withdraw from the Net WAC Rate Carryover Reserve Account, to the extent of
amounts remaining on deposit therein, the amount of any Net WAC Rate Carryover
Amount for such Distribution Date and distribute such amount in the following
order of priority:

            (i) concurrently, to the Class A Certificates, on a pro rata basis
      based on the Certificate Principal Balance for each such Class prior to
      any distributions of principal on such Distribution Date and then on a PRO
      RATA basis based on any remaining Net WAC Rate Carryover Amount for each
      such Class; and

            (ii) sequentially, to the Class M-1, Class M-2, Class M-3, Class
      M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10 and
      Class M-11 Certificates, in that order, the related Net WAC Rate Carryover
      Amount.

            (5) On each Distribution Date, after making the distributions of the
Available Distribution Amount, Net Montly Excess Cashflow and amounts on the
deposit in the Net WAC Rate Carryover Reserve Account as set forth above, the
Trust Administrator, in its capacity as Cap Administrator, shall distribute the
amount on deposit in the Cap Account as follows:

            (i) concurrently, to each Class of Class A Certificates, the related
      Senior Interest Distribution Amount remaining undistributed after the
      distributions of the Interest Remittance Amount, on a PRO rata basis based
      on such respective remaining Senior Interest Distribution Amount;

            (ii) to the Holders of the Class or Classes of Certificates then
      entitled to receive distributions in respect of principal, in an amount
      equal to the difference between (x) the Overcollateralization Deficiency
      Amount, if any, and (y) the amount distributed pursuant to Section
      4.01(d)(i) of this Agreement;

            (iii) sequentially, to the Class M-1, Class M-2, Class M-3, Class
      M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10 and
      Class M-11 Certificates, in that order, the related Interest Distribution
      Amount and Interest Carry Forward Amount, to the extent remaining
      undistributed after the distributions of the Interest Remittance Amount
      and the Net Monthly Excess Cashflow; (iv) sequentially to the Class M-1,
      Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class
      M-8, Class M-9, Class M-10 and Class M-11 Certificates, in that order, in
      each case up to the related Allocated Realized Loss Amount related to such
      Certificates for such Distribution Date remaining undistributed after
      distribution of the Net Monthly Excess Cashflow;

            (v) concurrently, to each Class of Class A Certificates, the related
      Net WAC Rate Carryover Amount remaining unpaid after distributions from
      the Net WAC Rate Carryover Reserve Account, on a PRO RATA basis based on
      the Certificate Principal Balance for each such Class prior to any
      distributions of principal on such Distribution


                                       95
<PAGE>

      Date and then on a PRO RATA basis based on such respective remaining Net
      WAC Rate Carryover Amounts; and

            (vi) sequentially, to the Class M-1, Class M-2, Class M-3, Class
      M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10 and
      Class M-11 Certificates, in that order, the related Net WAC Rate Carryover
      Amount remaining unpaid after distributions from the Net WAC Rate
      Carryover Reserve Account.

            (6) On each Distribution Date, the following amounts, in the
following order of priority, shall be distributed by REMIC I to REMIC II on
account of the REMIC I Regular Interests or withdrawn from the Distribution
Account and distributed to the holders of the Class R-I Interest, as the case
may be:

            (i) to Holders of REMIC Regular Interest I-LTAA, REMIC I Regular
      Interest I-LTA1A, REMIC I Regular Interest I-LTA1B, REMIC I Regular
      Interest I-LTA1C, REMIC I Regular Interest I-LTA1D, REMIC I Regular
      Interest I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular Interest
      I-LTM3, REMIC I Regular Interest I-LTM4, REMIC I Regular Interest I-LTM5,
      REMIC I Regular Interest I-LTM6, REMIC I Regular Interest I-LTM7, REMIC I
      Regular Interest I-LTM8, REMIC I Regular Interest I-LTM9, REMIC I Regular
      Interest I-LTM10, REMIC I Regular Interest I-LTM11, REMIC I Regular
      Interest I-LTZZ and REMIC I Regular Interest I-LTP, in an amount equal to
      (A) the Uncertificated Interest for such Distribution Date, plus (B) any
      amounts in respect thereof remaining unpaid from previous Distribution
      Dates. Amounts payable as Uncertificated Interest in respect of REMIC I
      Regular Interest I-LTZZ shall be reduced when the sum of the REMIC I
      Overcollateralized Amount is less than the REMIC I Required
      Overcollateralized Amount, by the lesser of (x) the amount of such
      difference and (y) the Maximum I-LTZZ Uncertificated Interest Deferral
      Amount and such amounts will be payable to the Holders of REMIC I Regular
      Interest I-LTA1A, REMIC I Regular Interest I-LTA1B, REMIC I Regular
      Interest I-LTA1C, REMIC I Regular Interest I-LTA1D, REMIC I Regular
      Interest I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular Interest
      I-LTM3, REMIC I Regular Interest I-LTM4, REMIC I Regular Interest I-LTM5,
      REMIC I Regular Interest I-LTM6, REMIC I Regular Interest I-LTM7, REMIC I
      Regular Interest I-LTM8, REMIC I Regular Interest I-LTM9, REMIC I Regular
      Interest I-LTM10 and REMIC I Regular Interest I-LTM11, in the same
      proportion as the Overcollateralization Increase Amount is allocated to
      the Corresponding Certificates and the Uncertificated Balance of REMIC I
      Regular Interest I-LTZZ shall be increased by such amount;

            (ii) to the Holders of REMIC I Regular Interests, in an amount equal
      to the remainder of the Available Distribution Amount for such
      Distribution Date after the distributions made pursuant to clause (i)
      above, allocated as follows:

                  (a) 98.00% of such remainder (less the amount payable in
            clause (v) below) to the Holders of REMIC I Regular Interest I-LTAA,
            until the Uncertificated Balance of such REMIC I Regular Interest is
            reduced to zero;


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                  (b) 2.00% of such remainder (less the amount payable in clause
            (v) below) first, to the Holders of REMIC I Regular Interest
            I-LTA1A, REMIC I Regular Interest I-LTA1B, REMIC I Regular Interest
            I-LTA1C, REMIC I Regular Interest I-LTA1D, REMIC I Regular Interest
            I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular Interest
            I-LTM3, REMIC I Regular Interest I-LTM4, REMIC I Regular Interest
            I-LTM5, REMIC I Regular Interest I-LTM6, REMIC I Regular Interest
            I-LTM7, REMIC I Regular Interest I-LTM8, REMIC I Regular Interest
            I-LTM9, REMIC I Regular Interest I-LTM10 and REMIC I Regular
            Interest I-LTM11, and in the same proportion as principal payments
            are allocated to the Corresponding Certificates, until the
            Uncertificated Balances of such REMIC I Regular Interests are
            reduced to zero and second, to the Holders of REMIC I Regular
            Interest I-LTZZ, until the Uncertificated Balance of such REMIC I
            Regular Interest is reduced to zero; then

                  (c) to the Holders of REMIC I Regular Interest I-LTP, on the
            Distribution Date immediately following the expiration of the latest
            Prepayment Charge as identified on the Prepayment Charge Schedule or
            any Distribution Date thereafter until $100 has been distributed
            pursuant to this clause;

            (iii) any remaining amount to the Holders of the Class R
      Certificates (as Holder of the Class R-I Interest).

            (b) On each Distribution Date, the Trust Administrator shall
withdraw any amounts then on deposit in the Distribution Account that represent
Prepayment Charges collected by the Servicer or any Sub-Servicer in connection
with the Principal Prepayment of any of the Mortgage Loans or any Servicer
Prepayment Charge Payment Amount and shall distribute such amounts to the
Holders of the Class P Certificates. Such distributions shall not be applied to
reduce the Certificate Principal Balance of the Class P Certificates.

            Following the foregoing distributions, an amount equal to the amount
of Subsequent Recoveries shall be applied to increase the Certificate Principal
Balance of the Class of Certificates with the Highest Priority up to the extent
of such Realized Losses previously allocated to that Class of Certificates
pursuant to Section 4.04. An amount equal to the amount of any remaining
Subsequent Recoveries shall be applied to increase the Certificate Principal
Balance of the Class of Certificates with the next Highest Priority, up to the
amount of such Realized Losses previously allocated to that Class of
Certificates pursuant to Section 4.04. Holders of such Certificates will not be
entitled to any distribution in respect of interest on the amount of such
increases 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.

            (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


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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 Trust Administrator 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 Trust Administrator 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 Depositor or the 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
or the 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, 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 Trust Administrator 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 Trust Administrator 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 Trust


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      Administrator 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 Trust Administrator 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 Trust Administrator
      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 Trust Administrator 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 Trust Administrator 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).

            (f) Notwithstanding anything to the contrary herein, (i) in no event
shall the Certificate Principal Balance of a Class A Certificate or a Mezzanine
Certificate be reduced more than once in respect of any particular amount
allocated to such Certificate in respect of Realized Losses pursuant to Section
4.04 and (ii) in no event shall the Uncertificated Balance of a REMIC Regular
Interest be reduced more than once in respect of any particular amount both (a)
allocated to such REMIC Regular Interest in respect of Realized Losses pursuant
to Section 4.04 and (b) distributed on such REMIC Regular Interest in reduction
of the Uncertificated Balance thereof pursuant to this Section 4.01.

            SECTION 4.02      Statements to Certificateholders.

            On each Distribution Date, the Trust Administrator shall prepare and
make available on its website to each Holder of the Regular Certificates and the
Cap Provider, 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 and
      the amount of the distribution made on such Distribution Date to the
      Holders of the Class P Certificates allocable to Prepayment Charges;

            (ii) the amount of the distribution made on such Distribution Date
      to the Holders of Certificates of each such Class allocable to interest;

            (iii) the aggregate amount of P&I Advances for such Distribution
      Date (including the general purpose of such P&I Advances;


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            (iv) the fees and expenses of the trust accrued and paid on such
      Distribution Date and to whom such fees and expenses were paid;

            (v) the aggregate Stated Principal Balance of the Mortgage Loans and
      any REO Properties at the close of business on such Distribution Date;

            (vi) the number, aggregate principal balance, weighted average
      remaining term to maturity and weighted average Mortgage Rate of the
      Mortgage Loans as of the related Due Date;

            (vii) 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;

            (viii) with respect to any Mortgage Loan that became an REO Property
      during the preceding calendar month, the loan number of such Mortgage
      Loan, the unpaid principal balance and the Stated Principal Balance of
      such Mortgage Loan as of the date it became an REO Property;

            (ix) the Delinquency Percentage;

            (x) the book value and the Stated Principal Balance of any REO
      Property as of the close of business on the last Business Day of the
      calendar month preceding the Distribution Date;

            (xi) the aggregate amount of Principal Prepayments made during the
      related Prepayment Period;

            (xii) 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 Bankruptcy Losses;

            (xiii) the aggregate amount of Extraordinary Trust Fund Expenses
      withdrawn from the Collection Account or the Distribution Account for such
      Distribution Date;

            (xiv) the aggregate Certificate Principal Balance of each such Class
      of 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;

            (xv) the Certificate Factor for each such Class of Certificates
      applicable to such Distribution Date;


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            (xvi) the Interest Distribution Amount in respect of each such Class
      of 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;

            (xvii) the aggregate amount of any Prepayment Interest Shortfalls
      for such Distribution Date, to the extent not covered by payments by the
      Servicer pursuant to Section 3.24;

            (xviii) the aggregate amount of Relief Act Interest Shortfalls for
      such Distribution Date;

            (xix) the Net Monthly Excess Cashflow, the Overcollateralization
      Target Amount, the Overcollateralized Amount, the Overcollateralization
      Reduction Amount, the Overcollateralization Increase Amount and the Credit
      Enhancement Percentage;

            (xx) with respect to any Mortgage Loan as to which foreclosure
      proceedings have been concluded, the loan number and unpaid principal
      balance of such Mortgage Loan as of the date of such conclusion of
      foreclosure proceedings;

            (xxi) with respect to 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) any Allocated Realized Loss Amount with respect to each Class
      of Certificates for such Distribution Date;

            (xxiii) the amounts deposited into the Net WAC Rate Carryover
      Reserve Account for such Distribution Date, the amounts withdrawn from
      such account and distributed to each Class of Certificates, and the
      amounts remaining on deposit in such account after all deposits into and
      withdrawals from such account on such Distribution Date;

            (xxiv) the Net WAC Rate Carryover Amounts for each Class of
      Certificates, if any, for such Distribution Date and the amounts remaining
      unpaid after reimbursements therefor on such Distribution Date;

            (xxv) whether a Stepdown Date or Trigger Event is in effect;

            (xxvi) the total cashflows received and the general sources thereof;

            (xxvii) if applicable, material modificatios, extensions or waivers
      to mortgage loan terms, fees, penalties or payments during the preceding
      calendar month or that have become material over time;


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            (xxviii) the applicable Record Dates, Interest Accrual Periods and
      Determination Dates for calculating distributions for such Distribution
      Date; and

            (xxix) the Significance Percentage for such Distribution Date.

            In the case of information furnished pursuant to subclauses (i)
through (iii) above, the amounts shall 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 Trust Administrator shall forward to each Person (with a copy to 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
Trust Administrator shall be deemed to have been satisfied to the extent that
substantially comparable information shall be provided by the Trust
Administrator pursuant to any requirements of the Code as from time to time are
in force.

            On each Distribution Date, the Trust Administrator shall make
available to the Depositor, each Holder of a Residual Certificate, the Trustee,
the Servicer and the Credit Risk Manager, 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 Trust Administrator shall forward to each Person (with a copy to 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 Trust Administrator shall be deemed to
have been satisfied to the extent that substantially comparable information
shall be provided by the Trust Administrator to such Holders pursuant to the
rules and regulations of the Code as are in force from time to time.

            Upon request, the Trust Administrator 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 Trust Administrator's duties are limited to
the extent that the Trust Administrator receives timely reports as required from
the Servicer.

            On each Distribution Date, the Trust Administrator shall provide
Bloomberg Financial Markets, L.P. ("Bloomberg") on its website (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)


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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.

            For each Distribution Date, the Trust Administrator shall calculate
the Significance Percentage of the Cap Contract. If on any such Distribution
Date through and including the Distribution Date in December 2006, the
Significance Percentage is equal to or greater than 10%, the Trust Administrator
shall promptly notify the Depositor and the Depositor shall file, by Form 10-D
no later than fifteen days following the related Distribution Date, the
financial statements of the Cap Provider as required by Item 1115 of Regulation
AB.

            SECTION 4.03      Remittance Reports; P&I Advances.

            (a) No later than the Servicer Remittance Date, the Servicer shall
deliver to the Trust Administrator, in a mutually agreed upon electronic format
(or by such other means as the Servicer and the Trust Administrator may agree
from time to time) a Remittance Report with respect to the related Distribution
Date. The Trust Administrator shall, on behalf of the Servicer, on such date
furnish a copy of such Remittance Report to the Credit Risk Manager by such
means as the Trust Administrator shall agree from time to time. Such Remittance
Report will include such other information with respect to the Mortgage Loans as
the Trust Administrator may reasonably require to perform the calculations
necessary to make the distributions contemplated by Section 4.01 and to prepare
the statements to Certificateholders contemplated by Section 4.02. Neither the
Trustee nor the Trust Administrator shall be responsible to recompute,
recalculate or verify any information provided to it by the Servicer.

            (b) With respect to any Mortgage Loan on which a Monthly Payment was
due during the related Due Period and delinquent on the related Determination
Date, the amount of the Servicer's Advance will be equal to the excess, if any,
of the Monthly Payment (net of the related Servicing Fee) that would have been
due on the related Due Date in respect of the related Mortgage Loan, over the
net income from such REO Property deposited in the Collection Account pursuant
to Section 3.23 for distribution on such Distribution Date. 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 excess, if
any, of the Monthly Payment (net of the related Servicing Fee) that would have
been due on the related Due Date in respect of the related Mortgage Loan, over
the net income from such REO Property deposited in the Collection Account
pursuant to Section 3.23 for distribution on such Distribution Date.

            By 3:00 p.m. New York time on the Servicer Remittance Date, the
Servicer shall remit in immediately available funds to the Trust Administrator
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 for the
related Distribution Date either (i) from its own funds 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
the Collection Account that amounts held for future distribution have been, as
permitted by this Section 4.03, used by the


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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 Servicer with respect to the Mortgage Loans. Any amounts held for
future distribution used by the Servicer to make a P&I Advance as permitted in
the preceding sentence shall be appropriately reflected in the Servicer's
records and replaced by the Servicer by deposit in the Collection Account on or
before any future 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 Servicer Remittance Date) shall be less than
the total amount that would be distributed to the 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 Servicer by telecopy by the close of business on the
Business Day prior to the Distribution Date in the event that the amount
remitted by the Servicer to the Trust Administrator on such date is less than
the P&I Advances required to be made by the Servicer for the related
Distribution Date.

            (c) The obligation of the 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 the Trust Fund 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
or Servicing Advance shall be required to be made hereunder by the Servicer if
such P&I Advance or Servicing Advance would, if made, constitute a
Nonrecoverable P&I Advance or Nonrecoverable Servicing Advance, respectively.
The determination by the Servicer that it has made a Nonrecoverable P&I Advance
or a Nonrecoverable Servicing Advance or that any proposed P&I Advance or
Servicing Advance, if made, would constitute a Nonrecoverable P&I Advance or
Nonrecoverable Servicing Advance, respectively, shall be evidenced by a
certification of a Servicing Officer delivered to the Trust Administrator
(whereupon, upon receipt of such certification, the Trust Administrator shall
forward a copy of such certification to the Depositor, the Trustee and the
Credit Risk Manager). Notwithstanding the foregoing, if following the
application of Liquidation Proceeds on any Mortgage Loan that was the subject of
a Final Recovery Determination, any Servicing Advance with respect to such
Mortgage Loan shall remain unreimbursed to the Servicer, then without limiting
the provisions of Section 3.11(a), a certification of a Servicing Officer
regarding such Nonrecoverable Servicing Advance shall not be required to be
delivered by the Servicer to the Trust Administrator.

            SECTION 4.04      Allocation of Extraordinary Trust Fund Expenses
                              and Realized Losses.

            (a) Prior to each Distribution Date, the 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 Bankruptcy Losses; and (iii) the respective portions
of such Realized Losses allocable to interest and allocable to principal. Prior
to each Distribution Date, the Servicer shall also determine as to each Mortgage
Loan: (A) the total amount of Realized Losses, if any, incurred in connection
with any Deficient


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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 Servicer shall be either included in the related Remittance Report or
evidenced by an Officers' Certificate delivered to the Trust Administrator and
the Trustee by the 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 shall be allocated by
the Trust Administrator on each Distribution Date as follows: first, to the
Interest Distribution Amount for the Class CE Certificates for the related
Interest Accrual Period; second, to payments received under the cap contract,
third, to the Class CE Certificates, until the Certificate Principal Balance
thereof has been reduced to zero; fourth, to the Class M-11 Certificates, until
the Certificate Principal Balance thereof has been reduced to zero, fifth, to
the Class M-10 Certificates, until the Certificate Principal Balance thereof has
been reduced to zero, sixth, to the Class M-9 Certificates until the Certificate
Principal Balance thereof has been reduced to zero; seventh, to the Class M-8
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero; eighth, to the Class M-7 Certificates, until the Certificate Principal
Balance thereof has been reduced to zero; ninth, to the Class M-6 Certificates,
until the Certificate Principal Balance thereof has been reduced to zero; tenth,
to the Class M-5 Certificates, until the Certificate Principal Balance thereof
has been reduced to zero; eleventh, to the Class M-4 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero; twelfth, to the
Class M-3 Certificates, until the Certificate Principal Balance thereof has been
reduced to zero; thirteenth, to the Class M-2 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero and fourteenth,
to the Class M-1 Certificates, until the Certificate Principal Balance thereof
has been reduced to zero.

             All Realized Losses to be allocated to the Certificate Principal
Balances of all Classes on any Distribution Date shall be so allocated after the
actual distributions to be made on such date as provided above. All references
above to the Certificate Principal Balance of any Class of Certificates shall be
to the Certificate Principal Balance of such Class immediately prior to the
relevant Distribution Date, before reduction thereof by any Realized Losses, in
each case to be allocated to such Class of Certificates, on such Distribution
Date.

            Any allocation of Realized Losses to a Mezzanine Certificate on any
Distribution Date shall be made by reducing the Certificate Principal Balance
thereof by the amount so allocated and any allocation of Realized Losses to a
Class CE Certificates shall be made by reducing the amount otherwise payable in
respect thereof pursuant to Section 4.01(a)(3). No allocations of any Realized
Losses shall be made to the Certificate Principal Balances of the Class A
Certificates or the Class P Certificates.

            (c) All Realized Losses on the Mortgage Loans shall be allocated by
the Trust Administrator on each Distribution Date to the following REMIC I
Regular Interests in the specified percentages, as follows: first, to
Uncertificated Interest payable to the REMIC I Regular Interest I-LTAA and REMIC
I Regular Interest I-LTZZ up to an aggregate amount equal


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to the REMIC I Interest Loss Allocation Amount, 98% and 2%, respectively;
second, to the Uncertificated Balances of the REMIC I Regular Interest I-LTAA
and REMIC I Regular Interest I-LTZZ up to an aggregate amount equal to the REMIC
I Principal Loss Allocation Amount, 98% and 2%, respectively; third, to the
Uncertificated Balances of REMIC I Regular Interest I-LTAA, REMIC I Regular
Interest I-LTM11 and REMIC I Regular Interest I-LTZZ, 98%, 1% and 1%,
respectively, until the Uncertificated Balance of REMIC I Regular Interest
I-LTM11 has been reduced to zero; fourth, to the Uncertificated Balances of
REMIC I Regular Interest I-LTAA, REMIC I Regular Interest I-LTM10 and REMIC I
Regular Interest I-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated
Balance of REMIC I Regular Interest I-LTM10 has been reduced to zero; fifth, to
the Uncertificated Balances of REMIC I Regular Interest I-LTAA, REMIC I Regular
Interest I-LTM9 and REMIC I Regular Interest I-LTZZ, 98%, 1% and 1%,
respectively, until the Uncertificated Balance of REMIC I Regular Interest
I-LTM9 has been reduced to zero; sixth, to the Uncertificated Balances of REMIC
I Regular Interest I-LTAA, REMIC I Regular Interest I-LTM8 and REMIC I Regular
Interest I-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance
of REMIC I Regular Interest I-LTM8 has been reduced to zero; seventh, to the
Uncertificated Balances of REMIC I Regular Interest I-LTAA, REMIC I Regular
Interest I-LTM7 and REMIC I Regular Interest I-LTZZ, 98%, 1% and 1%,
respectively, until the Uncertificated Balance of REMIC I Regular Interest
I-LTM7 has been reduced to zero; eighth, to the Uncertificated Balances of REMIC
I Regular Interest I-LTAA, REMIC I Regular Interest I-LTM6 and REMIC I Regular
Interest I-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance
of REMIC I Regular Interest I-LTM6 has been reduced to zero; ninth, to the
Uncertificated Balances of REMIC I Regular Interest I-LTAA, REMIC I Regular
Interest I-LTM5 and REMIC I Regular Interest I-LTZZ, 98%, 1% and 1%,
respectively, until the Uncertificated Balance of REMIC I Regular Interest
I-LTM5 has been reduced to zero; tenth, to the Uncertificated Balances of REMIC
I Regular Interest I-LTAA, REMIC I Regular Interest I-LTM4 and REMIC I Regular
Interest I-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance
of REMIC I Regular Interest I-LTM4 has been reduced to zero; eleventh, to the
Uncertificated Balances of REMIC I Regular Interest I-LTAA, REMIC I Regular
Interest I-LTM3 and REMIC I Regular Interest I-LTZZ, 98%, 1% and 1%,
respectively, until the Uncertificated Balance of REMIC I Regular Interest
I-LTM3 has been reduced to zero; twelfth, to the Uncertificated Balances of
REMIC I Regular Interest I-LTAA, REMIC I Regular Interest I-LTM2 and REMIC I
Regular Interest I-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated
Balance of REMIC I Regular Interest I-LTM2 has been reduced to zero and
thirteenth, to the Uncertificated Balances of REMIC I Regular Interest I-LTAA,
REMIC I Regular Interest I-LTM1 and REMIC I Regular Interest I-LTZZ, 98%, 1% and
1%, respectively, until the Uncertificated Balance of REMIC I Regular Interest
I-LTM1 has been reduced to zero.

            The REMIC I Sub WAC Allocation Percentage of all Realized Losses
shall be applied after all distributions have been made on each Distribution
Date first, so as to keep the Uncertificated Balance of each REMIC I Regular
Interest ending with the designation "GRP" equal to 0.01% of the aggregate
Stated Principal Balance of the Mortgage Loans; second, to each REMIC I Regular
Interest ending with the designation "SUB," so that the Uncertificated Balance
of each such REMIC I Regular Interest is equal to 0.01% of the excess of (x) the
aggregate Stated Principal Balance of the Mortgage Loans over (y) the current
Certificate Principal Balance of the Class A Certificate (except that if any
such excess is a larger number than in the preceding distribution period, the
least amount of Realized Losses shall be applied to such


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REMIC I Regular Interests such that the REMIC I Subordinated Balance Ratio is
maintained); and third, any remaining Realized Losses shall be allocated to
REMIC I Regular Interest I-LTXX.

            SECTION 4.05      Compliance with Withholding Requirements.

            Notwithstanding any other provision of this Agreement, the Trust
Administrator shall comply with all federal withholding requirements respecting
payments to Certificateholders of interest or original issue discount that the
Trust Administrator reasonably believes are applicable under the Code. The
consent of Certificateholders shall not be required for such withholding. In the
event the Trust Administrator does withhold any amount from interest or original
issue discount payments or advances thereof to any Certificateholder pursuant to
federal withholding requirements, the Trust Administrator shall indicate the
amount withheld to such Certificateholders.

            SECTION 4.06      Net WAC Rate Carryover Reserve Account.

            (a) No later than the Closing Date, the Trust Administrator shall
establish and maintain a separate, segregated trust account titled, "Net WAC
Rate Carryover Reserve Account, Citibank, N.A., as Trust Administrator, in trust
for the registered holders of Citigroup Mortgage Loan Trust, Asset-Backed
Pass-Through Certificates, Series 2006-WFHE1."

            (b) On each Distribution Date, the Trust Administrator has been
directed by the Class CE Certificateholders to, and therefore shall, deposit
into the Net WAC Rate Carryover Reserve Account, any Net WAC Rate Carryover
Amounts for such Distribution Date, rather than distributing such amounts to the
Class CE Certificateholders. On each such Distribution Date, the Trust
Administrator shall hold all such amounts for the benefit of the Holders of the
Floating Rate Certificates, and shall distribute the aggregate Net WAC Rate
Carryover Amount, if any, for such Distribution Date from the Net WAC Rate
Carryover Reserve Account to the Holders of the Floating Rate Certificates in
the amounts and priorities set forth in Section 4.01(g).

            On each Distribution Date, after the payment of any Net WAC Rate
Carryover Amounts on the Floating Rate Certificates, any amounts remaining in
the Net WAC Rate Carryover Reserve Account, shall be payable to the Trust
Administrator as additional compensation to it, subject to the immediately
following paragraph.

            (c) For federal and state income tax purposes, the Class CE
Certificateholders shall be deemed to be the owners of the Net WAC Rate
Carryover Reserve Account and all amounts deposited into the Net WAC Rate
Carryover Reserve Account shall be treated as amounts distributed by REMIC II to
the Holder of the Class CE Interest and by REMIC III to the Holder of the Class
CE Certificates. Upon the termination of the Trust Fund, or the payment in full
of the Floating Rate Certificates, all amounts remaining on deposit in the Net
WAC Rate Carryover Reserve Account shall be released by the Trust Fund and
distributed to the Class CE Certificateholders or their designees. The Net WAC
Rate Carryover Reserve Account shall be part of the Trust Fund but not part of
any Trust REMIC and any payments to the Holders of the Floating Rate
Certificates of Net WAC Rate 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).


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            (d) By accepting a Class CE Certificate, each Class CE
Certificateholder hereby agrees to direct the Trust Administrator, and the Trust
Administrator is hereby is directed, to deposit into the Net WAC Rate Carryover
Reserve Account the amounts described above on each Distribution Date rather
than distributing such amounts to the Class CE Certificateholders. By accepting
a Class CE Certificate, each Class CE Certificateholder further agrees that such
direction is given for good and valuable consideration, the receipt and
sufficiency of which is acknowledged by such acceptance.

            (e) All amounts on deposit in the Net WAC Rate Carryover Reserve
Account shall remain uninvested.

            (f) For federal tax return and information reporting, the right of
the Holders of the Floating Rate Certificates to receive payments from the Net
WAC Rate Carryover Reserve Account in respect of any Net WAC Rate Carryover
Amount shall be assigned a value of zero.

            SECTION 4.07      Commission Reporting.

            (a) (i) The Trust Administrator and the Servicer shall reasonably
cooperate with the Depositor in connection with the Trust's satisfying the
reporting requirements under the Exchange Act. 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 ("EDGAR"), a Distribution Report on Form 10-D, signed by the
Depositor, with a copy of the monthly statement to be furnished by the Trust
Administrator to the Certificateholders for such Distribution Date and detailing
all data elements specified in Item 1121(a) of Regulation AB as part of the
monthly statement or otherwise as part of the Form 10-D; provided that the Trust
Administrator shall have received no later than four Business Days prior to the
date such Distribution Report on Form 10-D is required to be filed, all
information required to be provided to the Trust Administrator as described in
Section 4.07(a)(iv). The information required to be filed on Form 10-D is as set
forth in Exhibit C. The Trust Administrator shall not be responsible for
determing what information is required to be filed on Form 10-D or for any
filing that is not made on a timely basis in accordance with Regulation AB in
the event that such information is not delivered to the Trust Administrator on
or prior to the fourth Business Day prior to the applicable filing deadline.

            (ii) The Trust Administrator will prepare and file Current Reports
on Form 8-K in respect of the Trust, signed by the Depositor, as and when
required; provided, that, the Trust Administrator shall have received no later
than four Business Days prior to the filing deadline for such Current Report,
all information, data, and exhibits required to be provided or filed with such
Current Report and required to be provided to the Trust Administrator as
described in Section 4.07(a)(iv) below. The Depositor shall prepare or cause to
be prepared and file the Current Report on Form 8-K attaching this Agreement as
an exhibit. The information required to be filed on Form 8-K is as set forth in
Exhibit C. The Trust Administrator shall not be responsible for determing what
information is required to be filed on Form 8-K or for any filing that is not
made on a timely basis in accordance with Regulation AB in the event that such
information is not delivered to the Trust Adminsitrator on or prior to the
fourth Business Day prior to the applicable filing deadline.


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            (iii) No later than January 30, 2007, 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 (x) March 15, 2007 and (y)
unless and until a Form 15 Suspension Notice shall have been filed, prior to
March 15th of each year thereafter, the Servicer shall provide the Trust
Administrator with an Annual Compliance Statement, together with a copy of the
Assessment of Compliance and Attestation Report to be delivered by the Servicer
pursuant to Sections 3.21 and 3.22 (including with respect to any Sub-Servicer
or subcontractor, if required to be filed). Prior to (x) March 31, 2007 and (y)
unless and until a Form 15 Suspension Notice shall have been filed, March 31st
of each year thereafter, the Trust Administrator shall, subject to subsection
(d) below, file a Form 10-K, in substance as required by applicable law or
applicable Commission staff's interpretations and conforming to industry
standards, with respect to the Trust Fund. Such Form 10-K shall include the
Assessment of Compliance, Attestation Report, Annual Compliance Statements and
other documentation provided by the Servicer pursuant to Sections 3.20 and 3.21
(including with respect to any Sub-Servicer or subcontractor, if required to be
filed) and with respect to the Trust Administrator, and the Form 10-K
certification in the form attached hereto as Exhibit H-1 (the "Certification")
signed by the senior officer of the Depositor in charge of securitization;
provided that the Trust Administrator shall have received no later than March
25th of each calendar year prior to the filing deadline for the Form 10-K all
information, data and exhibits required to be provided or filed with such Form
10-K and required to be provided to the Trust Administrator as described in
clause (a)(iv) below. If they are not so timely delivered, the Trust
Administrator shall file an amended Form 10-K including such documents as
exhibits reasonably promptly after they are delivered to the Trust
Administrator. The information required to be filed on Form 10-K is as set forth
in Exhibit C. The Trust Administrator shall not be responsible for determing
what information is required to be filed on Form 10-K or for any filing that is
not made on a timely basis in accordance with Regulation AB in the event that
such information is not delivered to the Trust Adminsitrator on or prior to the
fourth Business Day prior to the applicable filing deadline.

            (iv) As to each item of information required to be included in any
Form 10-D, Form 8-K or Form 10-K, the Trust Administrator's obligation to
include the information in the applicable report is subject to receipt from the
entity that is indicated in Exhibit B as the responsible party for providing
that information, if other than the Trust Administrator, as and when required as
described above. The Depositor hereby agrees to notify and provide to the Trust
Administrator all information that is required to be included in any Form 10-D,
Form 8-K or Form 10-K, with respect to which that entity is indicated in Exhibit
B as the responsible party for providing that information. The Servicer shall be
responsible for determining the pool concentration applicable to any
Sub-Servicer at any time, for purposes of disclosure as required by Items 1117
and 1119 of Regulation AB. The Depositor shall be responsible for determining
the pool concentration applicable to any originator at any time, for purposes of
disclosure as required by Items 1117 and 1119 of Regulation AB. In addition, in
the event that affiliations among the parties to this transaction, other than as
disclosed in the Prospectus Supplement under the heading "AFFILIATIONS AND
RELATED TRANSACTIONS", are required to be reported on Form 10-K, the Depositor
shall notify the Trust Administrator of such requirement by no later than March
1st of each year in which a Form 10-K is filed.

            (b) In addition, (x) the Trust Administrator shall sign a
certification (in the form attached hereto as Exhibit H-2) for the benefit of
the Depositor and its officers, directors


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<PAGE>

and Affiliates regarding certain aspects of the Certification (the "Trust
Administrator Certification"); provided, however, that the Trust Administrator
shall not undertake an analysis of the Attestation Report attached as an exhibit
to the Form 10-K, and (y) the Servicer shall sign a certification (in the
related form attached hereto as Exhibit H-3) for the benefit of the Depositor,
the Trust Administrator and their officers, directors and Affiliates regarding
certain aspects of the Certification (the "Servicer Certification"). The
Servicer Certification shall be delivered to the Depositor and the Trust
Administrator no later than March 15th or if such day is not a Business Day, the
preceding Business Day, each year (subject to Section 4.07(a)).

            (c) In addition, (A) the Trust Administrator shall indemnify and
hold harmless the Depositor and its officers, directors and Affiliates from and
against any actual losses, damages, penalties, fines, forfeitures, reasonable
and necessary legal fees and related costs, judgments and other costs and
expenses arising out of third party claims based upon (i) a breach of the Trust
Administrator's obligations under this Section 4.07 or (ii) any material
misstatement or omission contained in the Trust Administrator Certification and
(B) the Servicer shall indemnify and hold harmless the Depositor, the Trust
Administrator and their respective officers, directors and Affiliates from and
against any actual losses, damages, penalties, fines, forfeitures, reasonable
and necessary legal fees and related costs, judgments and other costs and
expenses that such Person may sustain arising out of third party claims based
upon (i) a breach of such Servicer's obligations under this Section 4.07, (ii)
any material misstatement or omission contained in the Servicer's Certification,
the Annual Statement of Compliance provided by the Servicer pursuant to Section
3.20, the Assessment of Compliance provided by the Servicer pursuant to Section
3.21 or (iii) any information correctly derived by the Trust Administrator and
included in a Form 10-D or Form 10-K from information provided to the Trust
Administrator by the Servicer under this Agreement. If the indemnification
provided for herein is unavailable or insufficient to hold harmless the
Depositor, then (i) the Trust Administrator agrees that it shall contribute to
the amount paid or payable by the Depositor as a result of the losses, claims,
damages or liabilities of the Depositor in such proportion as is appropriate to
reflect the relative fault of the Depositor on the one hand and the Trust
Administrator on the other and (ii) the Servicer agrees that it shall contribute
to the amount paid or payable by the Depositor as a result of the losses,
claims, damages or liabilities of the Depositor in such proportion as is
appropriate to reflect the relative fault of the Depositor on the one hand and
the Servicer on the other. Notwithstanding the foregoing, in no event shall the
Trust Administrator be liable for any consequential, indirect or punitive
damages.

            SECTION 4.08      Cap Account

            (a) No later than the Closing Date, the Cap Administrator shall
establish and maintain with itself, as agent for the Trust Administrator, a
separate, segregated trust account titled, "Cap Account, Citibank, N.A., as Cap
Administrator, in trust for the Cap Provider and the registered holders of
Citigroup Mortgage Loan Trust Inc., Asset-Backed Pass-Through Certificates,
Series 2006-WFHE1." Such account shall be an Eligible Account and amounts
therein shall be held uninvested.

            (b) On each Distribution Date, prior to any distribution to any
Certificate, the Trust Administrator shall deposit into the Cap Account amounts
received by the Trust Administrator from the Cap Administrator, for distribution
in accordance with Section 4.01(a)(6) above, pursuant to the Cap Administration
Agreement, dated as of the Closing Date (the "Cap Administration Agreement"),
among Citibank, N.A. in its capacity as Trust Administrator and


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Cap Administrator and Citigroup Global Markets Realty Corp. (in substantially
the form attached hereto as Exhibit N).

            (c) For federal income tax purposes, the Cap Account shall be owned
by the majority Holder of the Class CE Certificates.

            (d) For federal and state income tax purposes, the Class CE
Certificateholders shall be deemed to be the owners of the Cap Account. Upon the
termination of the Trust Fund, or the payment in full of the Floating Rate
Certificates, all amounts remaining on deposit in the Cap Account shall be
released by the Trust Fund and distributed to the Class CE Certificateholders or
their designees. The Cap Account shall be part of the Trust Fund but not part of
any Trust REMIC and any payments to the Holders of the Floating Rate
Certificates of Net WAC Rate 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).

      By accepting a Class CE Certificate, each Class CE Certificateholder
hereby agrees to direct the Trust Administrator, and the Trust Administrator is
hereby directed, to deposit into the Cap Account the amounts described above on
each Distribution Date.


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                                   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-6. 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,
authenticated and delivered by the Trust Administrator to or upon the order of
the Depositor. The Certificates shall be executed and attested by manual or
facsimile signature on behalf of the Trust Administrator by an authorized
signatory. Certificates bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Trust Administrator
shall bind the Trust Administrator, 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 Trust Administrator 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 Trust Administrator 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 Trust Administrator 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


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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 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 Trust
Administrator resigns or is removed in accordance with the terms hereof, the
successor Trust Administrator 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 Servicer 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 Trust Administrator 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 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 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 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 Trust Administrator 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 Trust Administrator 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
Trust Administrator shall issue the Definitive Certificates. Such Definitive
Certificates will be issued in minimum denominations of $25,000, except that any
beneficial ownership that was represented by a Book-Entry Certificate in an
amount less than $25,000 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 Servicer,
the Trust Administrator 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 Trust Administrator, to the extent applicable with respect to such


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Definitive Certificates, and the Trust Administrator shall recognize the Holders
of the Definitive Certificates as Certificateholders hereunder.

            SECTION 5.02      Registration of Transfer and Exchange of
                              Certificates.

            (a) The Trust Administrator 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 Trust
Administrator shall provide for the registration of Certificates and of
transfers and exchanges of Certificates as herein provided.

            (b) No transfer of any Private Certificate 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 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 (i) the initial
transfer of any such Certificate by the Depositor to an Affiliate of the
Depositor or, in the case of the Residual Certificates, the first transfer by an
Affiliate of the Depositor, (ii) the transfer of any such Class CE, Class P or
Residual Certificate to the issuer under the Indenture or the indenture trustee
or indenture trustee administrator under the Indenture or (iii) a transfer of
any such Class CE, Class P or Residual Certificate from the issuer under the
Indenture or the indenture trustee or indenture trustee administrator under the
Indenture to the Depositor or an Affiliate of the Depositor), the Trustee 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
Certificateholder desiring to effect the transfer and from such
Certificateholder's prospective transferee, substantially in the forms attached
hereto 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
(which Opinion of Counsel shall not be an expense of the Trust Fund or of the
Depositor, the Trustee, the Trust Administrator, the 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. None of the Depositor, the Trust Administrator 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 shall, and does hereby agree to, indemnify the
Trustee, the Trust Administrator, the Depositor and the 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.

            Notwithstanding the foregoing, 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 Ownership
Interest by the Depositor, such transfer shall be required to be made in
reliance upon Rule 144A under the 1933 Act, and the transferee will be deemed to
have made each of the transferee representations and warranties set forth
Exhibit F-1 hereto in respect of such interest as if it was evidenced by a
Definitive Certificate. The Certificate Owner of any such Ownership Interest in
any such Book-Entry Certificate desiring to


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<PAGE>

effect such transfer shall, and does hereby agree to, indemnify the Trustee 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.

            Notwithstanding the foregoing, no certification or Opinion of
Counsel described in this Section 5.02(b) will be required in connection with
the transfer, on the Closing Date, of any Residual Certificate by the Depositor
to an "accredited investor" within the meaning of Rule 501(d) of the 1933 Act.

            No transfer of a Private 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 Department of Labor regulation promulgated at 29 C.F.R.ss. 2510.3-101 ("Plan
Assets"), as certified by such transferee in the form of Exhibit G, unless, (i)
in the case of a Class CE Certificate, a Class P Certificate or Residual
Certificate, the Trust Administrator is provided with an Opinion of Counsel on
which the Trust Administrator, the Depositor, the Trustee and the Servicer may
rely, to the effect that the purchase of such Certificates is permissible under
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 Servicer, the Trustee, the Trust Administrator 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 Servicer,
the Trustee, the Trust Administrator or the Trust Fund or (ii) in the case of a
Class M-10 or Class M-11 Certificate, (1) such Person is an insurance company,
(2) the source of funds used to acquire or hold the Certificate or interest
therein is an "insurance company general account," as such term is defined in
Prohibited Transaction Class Exemption ("PTCE") 95-60 and (3) the conditions in
Sections I and III of PTCE 95-60 have been satisfied. Neither a certification
nor an Opinion of Counsel will be required in connection with (i) the initial
transfer of any such Certificate by the Depositor to an Affiliate of the
Depositor or, in the case of the Residual Certificates, the first transfer by an
Affiliate of the Depositor, (ii) the transfer of any such Class CE, Class P or
Residual Certificate to the issuer under the Indenture or the indenture trustee
under the Indenture or (iii) a transfer of any such Class CE, Class P or
Residual Certificate from the issuer under the Indenture or the indenture
trustee under the Indenture to the Depositor or 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 Trust Administrator shall be entitled to conclusively rely upon a
representation (which, upon the request of the Trust Administrator, shall be a
written representation) from the Depositor of the status of such transferee as
an affiliate of the Depositor.

            Each beneficial owner of a Mezzanine Certificate (other than a Class
M-10 or Class M-11 Certificate) or any interest therein shall be deemed to have
represented, by virtue of its acquisition or holding of that certificate or
interest therein, that either (i) it is not a Plan investor, (ii) it has
acquired and is holding such Mezzanine Certificate in reliance on the
Underwriters' Exemption, and that it understands that there are certain
conditions to the availability of the Underwriters' Exemption, including that
such Mezzanine Certificate must be rated, at the time of purchase, not lower
than "BBB-" (or its equivalent) by S&P, Moody's or


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Fitch and the Certificates are so rated or (iii) (1) it is an insurance company,
(2) the source of funds used to acquire or hold the Certificate or interest
therein is an "insurance company general account," as such term is defined in
PTCE 95-60, and (3) the conditions in Sections I and III of PTCE 95-60 have been
satisfied.

            If any Private Certificate or Mezzanine 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 two paragraphs shall indemnify and hold harmless
the Depositor, the Servicer, the Trustee, the Trust Administrator 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.

            (c)   (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 Trust Administrator 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 Trust Administrator 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 Trust
            Administrator 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 Trust
            Administrator, 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 Trust Administrator who is assigned to
            this transaction has actual knowledge that the proposed Transferee
            is not a Permitted Transferee, no Transfer


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            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 Trust Administrator
            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 Trust Administrator
            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 Trust Administrator 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 Trust Administrator as a condition to such
      registration. In addition, no Transfer of a Residual Certificate shall be
      made unless the Trust Administrator 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 Trust Administrator 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 Trust Administrator 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 Trust Administrator on such terms as the Trust
            Administrator may choose. Such purported Transferee shall promptly
            endorse and deliver each Residual Certificate in accordance with the
            instructions


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            of the Trust Administrator. Such purchaser may be the Trust
            Administrator itself or any Affiliate of the Trust Administrator.
            The proceeds of such sale, net of the commissions (which may include
            commissions payable to the Trust Administrator or its Affiliates),
            expenses and taxes due, if any, will be remitted by the Trust
            Administrator 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 Trust Administrator, and the Trust
            Administrator 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 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.

            (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 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 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.

            (d) Subject to the preceding subsections, upon surrender for
registration of transfer of any Certificate at any office or agency of the Trust
Administrator maintained for such purpose pursuant to Section 8.12, the Trust
Administrator shall execute, 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.


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            (e) 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 Trust Administrator maintained for
such purpose pursuant to Section 8.12. Whenever any Certificates are so
surrendered for exchange, upon notice from the Trust Administrator, the Trust
Administrator shall execute, 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 Trust Administrator) be duly endorsed by, or be accompanied by a
written instrument of transfer in the form satisfactory to the Trust
Administrator duly executed by, the Holder thereof or his attorney duly
authorized in writing. In addition, (i) with respect to each Class R
Certificate, the Holder thereof may exchange, in the manner described above,
such Class R Certificate for two separate Certificates, each representing such
Holder's respective Percentage Interest in the Class R-I Interest and the Class
R-II Interest that was evidenced by the Class R Certificate being exchanged and
(ii) with respect to each Class R-X Certificate, the Holder thereof may
exchange, in the manner described above, such Class R-X Certificate for two
separate Certificates, each representing such Holder's respective Percentage
Interest in the Class R-III Interest and the Class R-IV Interest, respectively,
in each case that was evidenced by the Class R-X Certificate being exchanged.

            (f) No service charge to the Certificateholders shall be made for
any transfer or exchange of Certificates, but the Trust Administrator 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.

            (g) All Certificates surrendered for transfer and exchange shall be
canceled and destroyed by the Trust Administrator in accordance with its
customary procedures.

            SECTION 5.03      Mutilated, Destroyed, Lost or Stolen Certificates.

            If (i) any mutilated Certificate is surrendered to the Trust
Administrator, or the Trust Administrator receive evidence to its satisfaction
of the destruction, loss or theft of any Certificate, and (ii) there is
delivered to 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 Trust Administrator that such Certificate has been
acquired by a bona fide purchaser, the Trust Administrator shall execute,
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 Trust Administrator 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 Trust Administrator) 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.


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            SECTION 5.04      Persons Deemed Owners.

            The Depositor, the Servicer, the Trustee, the Trust Administrator
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 Servicer, the Trustee, the Trust Administrator or
any agent of any of them shall be affected by notice to the contrary.

            SECTION 5.05      Certain Available Information.

            The Trust Administrator 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 Trust
Administrator 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 by the Servicer since the Closing Date to
evidence such Servicer's determination that any P&I Advance or Servicing Advance
was, or if made, would be a Nonrecoverable Advance and (E) any and all Officers'
Certificates delivered to the Trust Administrator by the 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 Trust Administrator upon request
at the expense of the person requesting the same.


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                                   ARTICLE VI

                         THE DEPOSITOR AND THE SERVICER

            SECTION 6.01      Liability of the Depositor and the Servicer.

            The Servicer shall be liable in accordance herewith only to the
extent of the obligations specifically imposed by this Agreement and undertaken
hereunder by the Servicer herein. The Depositor shall be liable in accordance
herewith only to the extent of the obligations specifically imposed by this
Agreement and undertaken hereunder by the Depositor herein.

            SECTION 6.02      Merger or Consolidation of the Depositor or the
                              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
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 Fannie Mae or
Freddie Mac in good standing. The Depositor and the 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 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 Servicer shall be a party, or any Person succeeding
to the business of the Depositor or the Servicer, shall be the successor of the
Depositor or the 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 Servicer shall be qualified to service
mortgage loans on behalf of Fannie Mae or Freddie Mac; and provided further that
the Rating Agencies' ratings of the Class A Certificates and the Mezzanine
Certificates 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
                              Servicer and Others.

            None of the Depositor, the Servicer (and any Sub-Servicer) or any of
the directors, officers, employees or agents of the Depositor or the Servicer
(and any Sub-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 the related Sub-Servicing
Agreement, as applicable, or for errors in judgment; provided, however, that
this provision shall not protect the Depositor, the Servicer (and any
Sub-Servicer) or any such person against any breach of warranties,
representations or covenants made herein, or against any


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specific liability imposed on the Servicer (and any Sub-Servicer) pursuant
hereto or the related Sub-Servicing Agreement, as applicable, 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 or the related Sub-Servicing
Agreement, as applicable. The Depositor, the Servicer (and any Sub-Servicer) and
any director, officer, employee or agent of the Depositor or the 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 or
the related Sub-Servicing Agreement, as applicable. The Depositor, the Servicer
(and any Sub-Servicer) and any director, officer, employee or agent of the
Depositor or the Servicer (and any Sub-Servicer) shall be indemnified and held
harmless by the Trust Fund against (i) any loss, liability or expense incurred
in connection with any legal action relating to this Agreement or the
Certificates (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 the related Sub-Servicing Agreement, as
applicable, or by reason of reckless disregard of obligations and duties
hereunder or the related Sub-Servicing Agreement, as applicable, and (ii) any
breach of a representation or warranty regarding the Mortgage Loans. None of the
Depositor or the Servicer (and any Sub-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 or the related Sub-Servicing
Agreement, as applicable, and, in its opinion, does not involve it in any
expense or liability; provided, however, that each of the Depositor and the
Servicer (and any Sub-Servicer) may in its discretion undertake any such action
which it may deem necessary or desirable with respect to this Agreement or the
related Sub-Servicing Agreement, as applicable, and the rights and duties of the
parties hereto or to the related Sub-Servicing Agreement, as applicable, and the
interests of the Certificateholders hereunder. In such event, unless the
Depositor or the Servicer (and any Sub-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 or
the related Sub-Servicing Agreement, as applicable), 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 or the related Sub-Servicing
Agreement, as applicable) shall be expenses, costs and liabilities of the Trust
Fund, and the Depositor (subject to the limitations set forth above) and the
Servicer (and any Sub-Servicer) shall be entitled to be reimbursed therefor from
the Collection Account as and to the extent provided in Section 3.11 or from the
corresponding custodial account established under the related Sub-Servicing
Agreement, 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 Servicer.

            The 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


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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 Servicer hereunder. Any such
determination pursuant to clause (i) of the preceding sentence permitting the
resignation of the Servicer shall be evidenced by an Opinion of Counsel to such
effect obtained at the expense of the Servicer and delivered to the Trustee and
the Trust Administrator. No resignation of the Servicer shall become effective
until the Trust Administrator or the Trustee, as applicable, in accordance with
Section 7.02 hereof, or a successor servicer shall have assumed the 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 Servicer shall not assign
or 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 Servicer hereunder. If, pursuant to any provision hereof, the duties of the
Servicer are transferred to a successor servicer, the entire amount of the
Servicing Fee and other compensation payable to the Servicer pursuant hereto
shall thereafter be payable to such successor servicer.

            SECTION 6.05      Rights of the Depositor in Respect of the
                              Servicer.

            The 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 Servicer (and any such Sub-Servicer) in
respect of the Servicer's rights and obligations hereunder and access to
officers of the Servicer (and those of any such Sub-Servicer) responsible for
such obligations. Upon request, the 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 Servicer and such other
information relating to the Servicer's capacity to perform its obligations under
this Agreement that it possesses. 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 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 Servicer under this Agreement and may, but is not obligated to, perform,
or cause a designee to perform, any defaulted obligation of the Servicer under
this Agreement or exercise the rights of any of the Servicer under this
Agreement; provided that the 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 Servicer and is not obligated to
supervise the performance of the Servicer under this Agreement or otherwise.


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            SECTION 6.06      Duties of the Credit Risk Manager.

            For and on behalf of the Trust, the Credit Risk Manager will provide
reports and recommendations concerning certain delinquent and defaulted Mortgage
Loans, and as to the collection of any Prepayment Charges with respect to the
Mortgage Loans. Such reports and recommendations will be based upon information
provided to the Credit Risk Manager pursuant to the respective Credit Risk
Management Agreement, and the Credit Risk Manager shall look solely to the
Servicer for all information and data (including loss and delinquency
information and data) relating to the servicing of the related Mortgage Loans.
Upon any termination of the Credit Risk Manager or the appointment of a
successor Credit Risk Manager, the Depositor shall give written notice thereof
to the Servicer, the Trustee, the Trust Administrator and each Rating Agency.
Notwithstanding the foregoing, the termination of the Credit Risk Manager
pursuant to this Section shall not become effective until the appointment of a
successor Credit Risk Manager.

            SECTION 6.07      Limitation Upon Liability of the Credit Risk
                              Manager.

            Neither the Credit Risk Manager, nor any of its directors, officers,
employees, or agents shall be under any liability to the Trustee, the
Certificateholders, the Trust Administrator or the Depositor for any action
taken or for refraining from the taking of any action made in good faith
pursuant to this Agreement, in reliance upon information provided by the
Servicer under the related Credit Risk Management Agreement, or for errors in
judgment; provided, however, that this provision shall not protect the Credit
Risk Manager or any such person against liability that would otherwise be
imposed by reason of willful malfeasance or bad faith in its performance of its
duties. The Credit Risk Manager and any director, officer, employee, or agent of
the Credit Risk Manager may rely in good faith on any document of any kind PRIMA
FACIE properly executed and submitted by any Person respecting any matters
arising hereunder, and may rely in good faith upon the accuracy of information
furnished by the Servicer pursuant to the applicable Credit Risk Management
Agreement in the performance of its duties thereunder and hereunder.

            SECTION 6.08      Removal of the Credit Risk Manager.

            The Credit Risk Manager may be removed as Credit Risk Manager by
Certificateholders holding not less than 66 2/3% of the Voting Rights in the
Trust Fund, in the exercise of its or their sole discretion. The
Certificateholders shall provide written notice of the Credit Risk Manager's
removal to the Trust Administrator. Upon receipt of such notice, the Trust
Administrator shall provide written notice to the Credit Risk Manager of its
removal, which shall be effective upon receipt of such notice by the Credit Risk
Manager.


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                                  ARTICLE VII

                                     DEFAULT

            SECTION 7.01      Servicer Events of Default.

            With respect to the Servicer, individually, if any one of the
following events ("Servicer Event of Default") shall occur and be continuing:

            (i) any failure by the Servicer to remit to the Trust Administrator
      for distribution to the Certificateholders any payment (other than a P&I
      Advance required to be made from its own funds on any 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
      two Business Days after the date upon which written notice of such
      failure, requiring the same to be remedied, shall have been given to the
      Servicer by the Depositor, the Trust Administrator or the Trustee (in
      which case notice shall be provided by telecopy), or to the Servicer, the
      Depositor, the Trust Administrator 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 Servicer duly to observe or
      perform in any material respect any other of the covenants or agreements
      on the part of the Servicer contained in this Agreement, or the breach by
      the Servicer of any representation and warranty contained in Section 2.05
      (other than representation 2.05(a)(x)), which continues unremedied for a
      period of 30 days (or if such failure or breach cannot be remedied within
      30 days, then such remedy shall have been commenced within 30 days and
      diligently pursued thereafter; provided, however, that in no event shall
      such failure or breach be allowed to exist for a period of greater than 60
      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
      Servicer by the Depositor, the Trust Administrator or the Trustee, or to
      the 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; 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 Servicer and if such proceeding is
      being contested by the 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 Servicer shall consent to the appointment of a conservator
      or receiver or liquidator in any insolvency, readjustment of debt,
      marshalling of assets and liabilities


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<PAGE>

      or similar proceedings of or relating to the Servicer or of or relating to
      all or substantially all of its property; or

            (v) the 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 Servicer to make any P&I Advance on any
      Servicer Remittance Date required to be made from its own funds pursuant
      to Section 4.03 which continues unremedied until 5:00 p.m. New York time
      on first Business Day after the date upon which written notice of such
      failure, requiring the same to be remedied, shall have been given to the
      Servicer by the Trust Administrator or the Trustee (in which case notice
      shall be provided by telecopy).

            If a 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 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 Servicer (and to the Depositor and the Trust Administrator if
given by the Trustee or to the Trustee and the Trust Administrator if given by
the Depositor), terminate all of the rights and obligations of the Servicer in
its capacity as a Servicer under this Agreement, to the extent permitted by law,
and in and to the Mortgage Loans and the proceeds thereof. If a Servicer Event
of Default described in clause (vi) hereof shall occur and shall not have been
remedied during the applicable time period set forth in clause (vi) above, the
Trust Administrator shall, by notice in writing to the Servicer and the
Depositor, terminate all of the rights and obligations of the Servicer in its
capacity as a Servicer under this Agreement and in and to the Mortgage Loans and
the proceeds thereof. On or after the receipt by the Servicer of such written
notice, all authority and power of the 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 Trust
Administrator pursuant to and under this Section and, without limitation, the
Trust Administrator is hereby authorized and empowered, as attorney-in-fact or
otherwise, to execute and deliver on behalf of and at the expense of the
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
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 Trust
Administrator with all documents and records requested by it to enable it to
assume the Servicer's functions under this Agreement, and to cooperate with the
Trust Administrator in effecting the termination of the Servicer's
responsibilities and rights under this Agreement, including, without limitation,
the transfer within one Business Day to the Trust Administrator for
administration by it of all cash amounts which at the time shall be or should
have been credited by the Servicer to the Collection Account held by or on
behalf of the Servicer, the Distribution Account or any REO Account or Servicing
Account held by or on behalf of the Servicer or thereafter be received with
respect to the Mortgage Loans or any REO Property serviced by the Servicer
(provided, however, that the Servicer shall continue to be entitled to receive
all amounts accrued or owing to it under this


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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 and the Trust Administrator shall not be deemed to have knowledge of a
Servicer Event of Default unless a Responsible Officer of the Trustee or the
Trust Administrator, as the case may be, assigned to and working in the
Trustee's or the Trust Administrator's Corporate Trust Office, as applicable,
has actual knowledge thereof or unless written notice of any event which is in
fact such a Servicer Event of Default is received by the Trustee or the Trust
Administrator, as applicable, and such notice references the Certificates, the
Trust Fund or this Agreement.

            SECTION 7.02      Trust Administrator or Trustee to Act; Appointment
                              of Successor.

            (a) On and after the time the Servicer receives a notice of
termination, the Trust Administrator (and in the event the Trust Administrator
fails in its obligation, the Trustee) shall be the successor in all respects to
the Servicer in its capacity as Servicer under this Agreement, the Servicer
shall not have the right to withdraw any funds from the Collection Account
without the consent of the Trust Administrator or the Trustee, as applicable,
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 Servicer (except for any representations or warranties
of the 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 Servicer's obligations to make P&I
Advances pursuant to Section 4.03; provided, however, that if the Trust
Administrator or the Trustee, as applicable, is prohibited by law or regulation
from obligating itself to make advances regarding delinquent mortgage loans,
then the Trust Administrator or the Trustee, as applicable, 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
Servicer's failure to provide information required by Section 7.01 shall not be
considered a default by the Trust Administrator or the Trustee, as applicable,
as successor to the Servicer hereunder. As compensation therefor, the Trust
Administrator or the Trustee, as applicable, shall be entitled to the Servicing
Fees and all funds relating to the Mortgage Loans to which the Servicer would
have been entitled if it had continued to act hereunder (other than amounts
which were due or would become due to the Servicer prior to its termination or
resignation). Notwithstanding the above, the Trust Administrator or the Trustee,
as applicable, 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 Trust Administrator
or the Trustee, as applicable, 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 Servicer under this Agreement in the
assumption of all or any part of the responsibilities, duties or liabilities of
the Servicer under this Agreement. No appointment of a successor Servicer under
this Agreement shall be effective until the assumption by the successor of all
of the Servicer's responsibilities, duties and liabilities hereunder. In
connection with such appointment and assumption described herein, the Trust
Administrator or the Trustee, as applicable, may make


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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 Servicer as such
hereunder. The Depositor, the Trust Administrator, 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 Servicer under this Agreement, the Trust Administrator or the Trustee, as
applicable, shall act in such capacity as hereinabove provided.

            (b) In connection with the termination or resignation of the
Servicer hereunder, either (i) the successor servicer, including the Trust
Administrator or the Trustee, as applicable, if the Trust Administrator or the
Trustee, as applicable, is acting as successor 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 Servicer shall cooperate with the successor Servicer in
causing MERS to revise its records to reflect the transfer of servicing to the
successor Servicer as necessary under MERS' rules and regulations, or (ii) the
predecessor Servicer shall cooperate with the successor Servicer in causing MERS
to execute and deliver an assignment of Mortgage in recordable form to transfer
the Mortgage from MERS to the Trust Administrator or the Trustee, as applicable,
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(R) System to the successor Servicer.
The predecessor Servicer shall file or cause to be filed any such assignment in
the appropriate recording office. The predecessor 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 a Servicer pursuant to Section 7.01
above or any appointment of a successor to a Servicer pursuant to Section 7.02
above, the Trust Administrator 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 Servicer Event of Default or five days after a Responsible Officer
of the Trust Administrator becomes aware of the occurrence of such an event, the
Trust Administrator shall transmit by mail to all Holders of Certificates notice
of each such occurrence, unless such default or Servicer Event of Default shall
have been cured or waived.

            SECTION 7.04      Waiver of 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 Servicer Event of Default hereunder may waive such default or
Servicer Event of Default; provided, however, that a default or 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
Servicer


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Event of Default, such default or 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 Servicer Event of
Default or impair any right consequent thereon except to the extent expressly so
waived.


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                                  ARTICLE VIII

               CONCERNING THE TRUSTEE AND THE TRUST ADMINISTRATOR

            SECTION 8.01      Duties of Trustee and Trust Administrator.

            Each of the Trustee and the Trust Administrator, prior to the
occurrence of a Servicer Event of Default and after the curing of all Servicer
Events of Default which may have occurred, undertakes to perform such duties and
only such duties as are specifically set forth in this Agreement. During a
Servicer Event of Default, each of the Trustee and the Trust Administrator 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 or the Trust Administrator
enumerated in this Agreement shall not be construed as a duty.

            Each of the Trustee and the Trust Administrator, 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 neither the Trustee nor the Trust Administrator 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 or the Trust Administrator from liability for its own negligent action,
its own negligent failure to act or its own misconduct; provided, however, that:

            (i) Prior to the occurrence of a Servicer Event of Default, and
      after the curing of all such Servicer Events of Default which may have
      occurred, the duties and obligations of each of the Trustee and the Trust
      Administrator shall be determined solely by the express provisions of this
      Agreement, neither the Trustee nor the Trust Administrator 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 or the
      Trust Administrator and, in the absence of bad faith on the part of the
      Trustee or the Trust Administrator, as applicable, the Trustee or the
      Trust Administrator, 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 or the
      Trust Administrator, as the case may be, that conform to the requirements
      of this Agreement;

            (ii) Neither the Trustee nor the Trust Administrator shall be
      personally liable for any error of judgment made in good faith by a
      Responsible Officer or Responsible


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      Officers of it unless it shall be proved that it was negligent in
      ascertaining the pertinent facts;

            (iii) Neither the Trustee nor the Trust Administrator 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) Neither the Trustee nor the Trust Administrator shall be
      required to take notice or be deemed to have notice or knowledge of any
      default unless a Responsible Officer of the Trustee or the Trust
      Administrator, as the case may be, 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 or
      Trust Administrator, as applicable, may conclusively assume there is no
      default.

            Neither the Trustee nor the Trust Administrator 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 or the Trust Administrator, as
applicable, including the compensation and the expenses and disbursements of its
agents and counsel, in the ordinary course of the Trustee's or the Trust
Administrator'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 and the Trust
Administrator, none of the provisions contained in this Agreement shall in any
event require the Trustee or the Trust Administrator, as the case may be, to
perform, or be responsible for the manner of performance of, any of the
obligations of the Servicer under this Agreement, except during such time, if
any, as the Trustee or the Trust Administrator, as applicable, shall be the
successor to, and be vested with the rights, duties, powers and privileges of,
the Servicer in accordance with the terms of this Agreement.

            SECTION 8.02      Certain Matters Affecting the Trustee and the
                              Trust Administrator.

            (a) Except as otherwise provided in Section 8.01:

            (i) Each of the Trustee and the Trust Administrator and any
      director, officer, employee or agent of the Trustee or the Trust
      Administrator, 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;


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<PAGE>

            (ii) Each of the Trustee and the Trust Administrator, as the case
      may be, 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) Neither the Trustee nor the Trust Administrator 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 or the Trust
      Administrator, 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 or the Trust Administrator to perform
      any discretionary act enumerated in this Agreement shall not be construed
      as a duty, and neither the Trustee nor the Trust Administrator 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 Trust Administrator or the Trustee of the obligation, upon the
      occurrence of a 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) Neither the Trustee nor the Trust Administrator 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) Prior to the occurrence of a Servicer Event of Default
      hereunder, and after the curing of all Servicer Events of Default which
      may have occurred, neither the Trustee nor the Trust Administrator 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 or the Trust Administrator, 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
      or the Trust Administrator, as applicable, not reasonably assured to the
      Trustee or the Trust Administrator, as applicable, by such
      Certificateholders, the Trustee or the Trust Administrator, 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 and the Trust Administrator may execute any
      of the trusts or powers hereunder or perform any duties hereunder either
      directly or by or through agents or attorneys and neither the Trustee nor
      the Trust Administrator shall be responsible for any misconduct or
      negligence on the part of any agent or attorney appointed with due care;


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            (vii) Neither the Trustee nor the Trust Administrator shall be
      personally liable for any loss resulting from the investment of funds held
      in the Collection Account at the direction of the Servicer pursuant to
      Section 3.12; and

            (viii) Any request or direction of the Depositor, the 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 or the Trust Administrator, 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 or the Trust
Administrator shall be brought in its name for the benefit of all the Holders of
such Certificates, subject to the provisions of this Agreement.

            SECTION 8.03      Neither the Trustee nor Trust Administrator Liable
                              for Certificates or Mortgage Loans.

            The recitals contained herein and in the Certificates (other than
the signature of the Trust Administrator, on behalf of the Trustee, the
authentication of the Trust Administrator on the Certificates, the
acknowledgments of the Trustee and the Trust Administrator contained in Article
II and the representations and warranties of the Trustee and the Trust
Administrator in Section 8.12) shall be taken as the statements of the Depositor
and neither the Trustee nor the Trust Administrator assumes any responsibility
for their correctness. Neither the Trustee nor the Trust Administrator 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 Trust Administrator and
authentication of the Trust Administrator on the Certificates) or of any
Mortgage Loan or related document or of MERS or the MERS System. Neither the
Trustee nor the Trust Administrator 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 Servicer in respect of the Mortgage Loans or deposited in or
withdrawn from the Collection Account by the Servicer.

            SECTION 8.04      Trustee and Trust Administrator May Own
                              Certificates.

            Each of the Trustee and the Trust Administrator 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 or the Trust
Administrator, as applicable.

            SECTION 8.05      Trustee's, Trust Administrator's and Custodians'
                              Fees and Expenses.

            (a) The Trust Administrator shall withdraw from the Distribution
Account on each Distribution Date and pay to itself any income and gain realized
from the investment of funds deposited in the Distribution Account. The
Trustee's fees will be paid by the Trust Administrator pursuant to a separate
agreement between the Trustee and the Trust Administrator, and such compensation
will not be an expense of the Trust. Each of the Trustee, the Trust
Administrator, a Custodian and any director, officer, employee or agent of any
of them, as


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<PAGE>

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 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 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 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 any Servicer's obligations in connection with this
Agreement for which the Servicer shall indemnify the Trustee and the Trust
Administrator pursuant to Section 8.05(b) and Section 10.03 (and in the case of
the Trustee, resulting from any breach of the Trust Administrator's obligations
in connection with this Agreement for which the Trust Administrator shall
indemnify the Trustee pursuant to Section 10.03(a) and in the case of the Trust
Administrator, resulting from any breach of the Trustee's obligations in
connection with this Agreement for which the Trustee shall indemnify the Trust
Administrator pursuant to Section 10.03(c)), (ii) that constitutes a specific
liability of the Trustee or the Trust Administrator, 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 or the Trust Administrator'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, 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,
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 Trust Administrator
for payment to the applicable indemnified Person from the Distribution Account
at any time.

            (b) The Servicer agrees to indemnify the Trustee, the Trust
Administrator and any Custodian from, and hold each harmless against, any loss,
liability or expense resulting from a breach of the 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 or such Custodian, as the case may be. Any payment hereunder
made by the Servicer to the Trustee, the Trust Administrator or such Custodian
shall be from the 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


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<PAGE>

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 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 both the Trustee and the Trust
Administrator resign or are 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 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 both the Trustee and
the Trust Administrator resign or are 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 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
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


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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.


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<PAGE>

            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 or property securing the same may at the time be located, the
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, and to
vest in such Person or Persons, in such capacity, such title to REMIC I, or any
part thereof, and, subject to the other provisions of this Section 8.10, such
powers, duties, obligations, rights and trusts as the Servicer and the Trustee
may consider necessary or desirable. If the 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 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 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 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


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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      [Reserved].

            SECTION 8.12      Appointment of Office or Agency.

            The Trust Administrator 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 Trust Administrator in respect of the Certificates
and this Agreement may be served.

            SECTION 8.13      Representations and Warranties.

            Each of the Trustee and the Trust Administrator hereby represents
and warrants to the Servicer, the Depositor and the Trustee and the Trust
Administrator, as applicable, as of the Closing Date, that:

            (i) It is a national banking association duly organized, validly
      existing and in good standing under the laws of the United States of
      America.

            (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


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      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      [Reserved].

            SECTION 8.15      No Trustee or Trust Administra tor Liability for
                              Actions or Inactions of Custodians.

            Notwithstanding anything to the contrary herein, in no event shall
the Trustee or the Trust Administrator 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 Trust Administrator, as the case may be, 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.


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                                   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 Servicer, the
Trustee and the Trust Administrator with respect to the Mortgage Loans (other
than the obligations of the Servicer to the Trustee and the Trust Administrator
pursuant to Section 8.05 and of the Servicer to provide for and the Trust
Administrator to make payments in respect of the REMIC I Regular Interests and
the Classes of Certificates as hereinafter set forth) shall terminate upon
payment to the Certificateholders 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 Terminator (on a servicing retained
basis) of all Mortgage Loans and each related REO Property remaining in REMIC I
and (ii) the final payment or other liquidation (or any advance with respect
thereto) of the last Mortgage Loan or related REO Property remaining in REMIC I;
provided, however, that in no event shall the trust created hereby continue
beyond the earlier of (a) the expiration of 21 years from the death of the last
survivor of the descendants of Joseph P. Kennedy, the late ambassador of the
United States to the Court of St. James, living on the date hereof and (b) the
Latest Possible Maturity Date (as defined in the Preliminary Statement).

            Subject to Section 3.10 hereof, the purchase by the Terminator of
all Mortgage Loans and each REO Property remaining in REMIC I shall be at a
price equal to the greater of (i) the Stated Principal Balance of the Mortgage
Loans and the appraised value of any REO Properties (such appraisal to be
conducted by an appraiser mutually agreed upon by the Servicer and the Trust
Administrator) and (ii) the fair market value of the Mortgage Loans and the REO
Properties (as determined by the Servicer, with the consent of the Trust
Administrator 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 the
related Certificateholders pursuant to Section 9.01(c)), in each case plus
accrued and unpaid interest thereon at the weighted average of the Mortgage
Rates through the end of the Due Period preceding the final Distribution Date
plus unreimbursed Servicing Advances allocable to such Mortgage Loans and REO
Properties (the "Termination Price"); provided, however, such option may only be
exercised if the Termination Price is sufficient to result in the payment of all
interest accrued on, as well as amounts necessary to retire the principal
balance of, each class of notes issued pursuant to the Indenture.

            (b) The Servicer shall have the right (the party exercising such
right, the "Terminator"), to purchase all of the Mortgage Loans and each REO
Property remaining in REMIC I pursuant to clause (i) of the preceding paragraph
no later than the Determination Date in the month immediately preceding the
Distribution Date on which the Certificates will be retired; provided, however,
that the Terminator may elect to purchase all of the Mortgage Loans and each REO
Property remaining in REMIC I pursuant to clause (i) above only if the aggregate
Stated Principal Balance of the Mortgage Loans and each REO Property remaining
in the Trust Fund at the time of such election is reduced to less than 10% of
the aggregate Stated Principal


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Balance of the Mortgage Loans as of the Cut-off Date. By acceptance of a
Residual Certificate, the Holders of the Residual Certificates agree, in
connection with any termination hereunder, to assign and transfer any amounts in
excess of par, and to the extent received in respect of such termination, to pay
any such amounts to the Holders of the Class CE Certificates.

            (c) Notice of the liquidation of any Certificates shall be given
promptly by the Trust Administrator by letter to the related Certificateholders
mailed (a) in the event such notice is given in connection with the purchase of
the Mortgage Loans and each related REO Property remaining in REMIC I by the
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 will terminate and final payment of the
Certificates and will be made upon presentation and surrender of the
Certificates at the office of the Trust Administrator 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 Trust
Administrator. In the event such notice is given in connection with the purchase
of all of the Mortgage Loans and each REO Property remaining in REMIC I by the
Terminator, the Terminator shall deliver to the Trust Administrator for deposit
in the Distribution Account 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 Termination Price. Upon certification
to the Trust Administrator by a Servicing Officer of the making of such final
deposit, the Trust Administrator shall promptly release or cause to be released
to the related Terminator the Mortgage Files for the remaining Mortgage Loans
and the Trust Administrator shall execute all assignments, endorsements and
other instruments delivered to it which are necessary to effectuate such
transfer.

            (d) Upon receipt of notice by the Trust Administrator of the
presentation of the Certificates by the Certificateholders on the related final
Distribution Date to the Trust Administrator, the Trust Administrator 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 Trust Administrator 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 Trust Administrator 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


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shall not have been surrendered for cancellation, the Trust Administrator 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 Trust Administrator 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 Trust Administrator 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 Certificates the Trust Fund shall terminate.

            SECTION 9.02      Additional Termination Requirements.

            (a) In the event that the Terminator purchases all the Mortgage
Loans and each REO Property, REMIC I 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 Mortgage Loan or REO Property
remaining in REMIC I, 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's 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
      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 shall sell all of the assets of REMIC I to the Terminator
      for cash; and

            (iii) At the time of the making of the final payment on the related
      Certificates, the Trust Administrator shall distribute or credit, or cause
      to be distributed or credited, to the Holders of the Class R Certificates
      all cash on hand in REMIC I (other than cash retained to meet claims), and
      REMIC I shall terminate at that time.

            (b) At the expense of the Terminator (or in the event of termination
      under Section 9.01(a)(ii), at the expense of the Servicer), 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 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 which authorization shall be binding upon
      all successor Certificateholders.


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                                    ARTICLE X

                                REMIC PROVISIONS

            SECTION 10.01     REMIC Administration.

            (a) The Trust Administrator 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, the REMIC I Regular Interests shall be
designated as the Regular Interests in REMIC I and the Class R-I Interest shall
be designated as the Residual Interest in REMIC I. The Floating Rate
Certificates, the Class CE Interest and the Class P Interest shall be designated
as the Regular Interests in REMIC II and the Class R-II Interest shall be
designated as the Residual Interest in REMIC II. The Class CE Certificates shall
be designated as the Regular Interests in REMIC III and the Class R-III Interest
shall be designated as the Residual Interest in REMIC III. The Class P
Certificates shall be designated as the Regular Interests in REMIC IV and the
Class R-IV Interest shall be designated as the Residual Interest in REMIC IV.
Neither the Trustee nor the Trust Administrator shall permit the creation of any
"interests" in any Trust REMIC (within the meaning of Section 860G of the Code)
other than the REMIC Regular Interests and the interests represented by the
Certificates.

            (b) The Closing Date is hereby designated as the "Startup Day" of
each Trust 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 related 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 Servicer shall
provide on a timely basis to the Trust Administrator or its designee such
information with


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<PAGE>

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 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 Trustee, the Trust Administrator, the Servicer and the
Holders of Certificates shall take such action or cause the 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 Trustee, the Trust Administrator and the
Servicer shall not take any action or 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 each 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 has 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
Trustee or the Trust Administrator) 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 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; provided that the Servicer may conclusively rely on such Opinion of
Counsel and shall incur no liability for its action or failure to act in
accordance with such Opinion of Counsel. In addition, prior to taking any action
with respect to any Trust REMIC or the respective assets of each, or causing any
Trust REMIC to take any action, which is not contemplated under the terms of
this Agreement, the Servicer consult with the Trustee and the Trust
Administrator or their designee, in writing,


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<PAGE>

with respect to whether such action could cause an Adverse REMIC Event to occur
with respect to any Trust REMIC and the 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; provided that the Servicer may conclusively rely on such writing and
shall incur no liability for its action or failure to act in accordance with
such writing. 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 Trustee, the Trust Administrator and
the Servicer will ensure that substantially all of the assets of REMIC I 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, to the
extent such obligations are within the Trustee's, Trust Administrator's or
Servicer's, as applicable, control and not otherwise inconsistent with the terms
of this Agreement.

            (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 Servicer pursuant to Section 10.03 hereof, if such tax arises out
of or results from a breach by the Servicer of any of its obligations under
Article III or this Article X, or otherwise (iv) 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 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 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.


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<PAGE>

            SECTION 10.02     Prohibited Transactions and Activities.

            None of the Depositor, the Servicer, the Trust Administrator 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     Servicer, Trustee and Trust Administrator
                              Indemnification.

            (a) The Trust Administrator agrees to indemnify the Trust Fund, the
Depositor, the 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 Servicer or the Trustee as a result of a breach
of the Trust Administrator's covenants set forth in this Article X.

            (b) The 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 Servicer's covenants set forth in Article III or this Article
X.

            (c) The Trustee agrees to indemnify the Trust Fund, the Depositor,
the Trust Administrator and the Servicer 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 Servicer, as a result
of a breach of the Trustee's covenants set forth in this Article X.


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                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

            SECTION 11.01     Amendment.

            This Agreement may be amended from time to time by the Depositor,
the Servicer, the Trustee 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 either (a) an Opinion of Counsel delivered to the
Trustee and the Trust Administrator, adversely affect in any material respect
the interests of any Certificateholder or (b) written notice to the Depositor,
the Servicer, the Trustee and the Trust Administrator from the Rating Agencies
that such action will not result in the reduction or withdrawal of the rating of
any outstanding Class of Certificates with respect to which it is a Rating
Agency). 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 or Rating Agency confirmation 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 Servicer, the Trustee 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 Cap Provider or 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
Cap Provider or Holders of any Class of Certificates (as evidenced by either (i)
an Opinion of Counsel delivered to the Trustee and Trust Administrator or (ii)
written notice to the Depositor, the Servicer, the Trustee and the Trust
Administrator from the Rating Agencies that such action will not result in the
reduction or withdrawal of the rating of any outstanding Class of Certificates
with respect to which it is a Rating Agency) 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 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, neither
the Trustee nor the Trust Administrator shall 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


                                      147
<PAGE>

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
Trustee and 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.

            Notwithstanding any of the other provisions of this Section 11.01,
none of the Depositor, the Servicer or the Trustee shall enter into any
amendment to Section 4.01(e), Section 4.08 or Section 11.10 of this Agreement
without the prior written consent of the Cap Provider.

            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 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
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


                                      148
<PAGE>

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 and Trust Administrator 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 and the Trust Administrator to
institute such action, suit or proceeding in its own name as Trustee or Trust
Administrator hereunder and shall have offered to the Trustee or the Trust
Administrator, as applicable, such indemnity satisfactory to it against the
costs, expenses and liabilities to be incurred therein or thereby, and the
Trustee or the Trust Administrator, 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, the Trustee and the Trust Administrator, 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,
the Trustee and the Trust Administrator 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, 390
Greenwich Street, New York, New York 10013, Attention: Mortgage Finance Group
(telecopy number (212) 723-8604), or such other address or telecopy number as
may


                                      149

<PAGE>

hereafter be furnished to the Servicer, the Trust Administrator and the
Trustee in writing by the Depositor, (b) in the case of the Servicer, 1 Home
Campus, Des Moines, IA 50328-0001, Attention: John B. Brown, MAC X 2401-042,
(telecopy number: (515) 213-7121), with a copy to General Counsel, 1 Home
Campus, Des Moines, IA 50328-0001, MAC X 2401-06T, (telecopy number: (515)
213-5192) or such other address or telecopy number as may hereafter be furnished
to the Trustee, the Trust Administrator and the Depositor in writing by the
Servicer, (c) in the case of the Trust Administrator, Citibank, N.A., 388
Greenwich Street, 14th Floor, New York, New York 10013, Attention: Mortgage
Finance (telecopy number (212) 816-5527), or such other address or telecopy
number as may hereafter be furnished to the Trustee, the Servicer and the
Depositor in writing by the Trust Administrator and (d) in the case of the
Trustee, U.S. Bank National Association, One Federal Street, 3rd Floor, Boston,
Massachusetts 02110, Attention: Structured Finance/CMLTI 2006-WFHE1 (telecopy
number (866) 856-9757), or such other address or telecopy number as may
hereafter be furnished to the Servicer, the Trust Administrator 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 the Servicer 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 or the Servicer, as
applicable, has actual knowledge:

            1. Any material change or amendment to this Agreement;

            2. The occurrence of any Servicer Event of Default that has not been
cured or waived;

            3. The resignation or termination of any Servicer, the Trust
Administrator 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;

                                      150
<PAGE>

            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 Trust
Administrator or the Trustee, as applicable, were it to succeed as Servicer, to
make advances regarding delinquent Mortgage Loans; and

            8. The filing of any claim under the 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 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 McGraw-Hill Companies, Inc., 55
Water Street, New York, New York 10041 and to Moody's at 99 Church Street, New
York, New York 10007 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,


                                      151
<PAGE>

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.

            SECTION 11.10     Third Party Rights.

            The Cap Provider shall be deemed a third-party beneficiary of this
Agreement to the same extent as if it were a party hereto, and shall have the
right to enforce the provisions of this Agreement.

            SECTION 11.11     Intention of the Parties and Interpretation.

            Each of the parties acknowledges and agrees that the purpose of
Sections 3.20, 3.21 and 4.07 of this Agreement is to facilitate compliance by
the Depositor with the provisions of Regulation AB promulgated by the Commission
under the 1934 Act (17 C.F.R. ss.ss. 229.1100 - 229.1123), as such may be
amended from time to time and subject to clarification and interpretive advice
as may be issued by the staff of the Commission from time to time. Therefore,
each of the parties agrees that (a) the obligations of the parties hereunder
shall be interpreted in such a manner as to accomplish that purpose, (b) the
parties' obligations hereunder will be supplemented and modified as necessary to
be consistent with any such amendments, interpretive advice or guidance,
convention or consensus among active participants in the asset-backed securities
markets, opinion of counsel, or otherwise in respect of the requirements of
Regulation AB, (c) the parties shall comply with requests made by the Depositor
for delivery of additional or different information, to the extent that such
information is available or reasonably attainable, as the Depositor may
determine in good faith is necessary to comply with the provisions of Regulation
AB, and (d) no amendment of this Agreement shall be required to effect any such
changes in the parties' obligations as are necessary to accommodate evolving
interpretations of the provisions of Regulation AB; provided, however, that any
such changes shall require the consent of each of the parties hereto.


                                      152
<PAGE>

            IN WITNESS WHEREOF, the Depositor, the Servicer, the Trust
Administrator 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/ Mathhew R. Bollo
                                    ------------------------------------------
                                    Name:      Matthew R. Bollo
                                    Title:     Asst. Vice President



                                    WELLS FARGO BANK, N.A.,
                                    as Servicer

                                    By:    /s/ Bradley A. Davis
                                    ------------------------------------------
                                    Name:      Bradley A. Davis
                                    Title:     Vice President



                                    CITIBANK, N.A.,
                                    as Trust Administrator

                                    By:    /s/ Jennifer McCourt
                                    ------------------------------------------
                                    Name:      Jennifer McCourt
                                    Title:     Vice President



                                    U.S. BANK NATIONAL ASSOCIATION, not in its
                                    individual capacity but solely as Trustee

                                    By:    /s/ Clare M. O'Brien
                                    ------------------------------------------
                                    Name:      Clare M. O' Brien
                                    Title:     Vice President



<PAGE>


STATE OF NEW YORK       )
                        ) ss.:
COUNTY OF NEW YORK      )

            On the ____ day of February 2006, before me, a notary public in and
for said State, personally appeared __________________, known to me to be a
__________________ 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]

<PAGE>

STATE OF _______________)
                        ) ss.:
COUNTY OF ______________)

            On the ____ day of February 2006, before me, a notary public in and
for said State, personally appeared _________________, known to me to be a
________________ of Wells Fargo Bank, N.A., 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 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]

<PAGE>

 STATE OF NEW YORK      )
                        ) ss.:
COUNTY OF NEW YORK      )

            On the ____ day of February 2006, before me, a notary public in and
for said State, personally appeared _________________, known to me to be a
________________ of Citibank, N.A., 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 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]

<PAGE>

STATE OF _______________)
                        ) ss.:
COUNTY OF ______________)

            On the ____ day of February 2006, 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]

<PAGE>


                                 EXHIBIT A-1


                        FORM OF CLASS A-1A 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 2006-WFHE1                           Aggregate Certificate Principal
                                            Balance of the Class A-1A
                                            Certificates as of the Issue Date:
                                            $169,803,000.00

Pass-Through Rate: Variable                 Denomination: $169,803,000.00

Cut-off Date and date of Pooling and        Servicer:  Wells Fargo Bank, N.A.
Servicing Agreement: February 1, 2006

First Distribution Date: March 27, 2006     Trust Administrator:  Citibank, N.A.

No. 1                                       Trustee: U.S. Bank National
                                            Association

                                            Issue Date: February 28, 2006

                                            CUSIP: 17307G 2J 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.

<PAGE>

                      ASSET-BACKED 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,
fixed-rate  and  adjustable-rate,  first lien and second 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  SERVICER,  THE TRUST
      ADMINISTRATOR,  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 A-1A
Certificates  as of the  Issue  Date)  in that  certain  beneficial  ownership
interest  evidenced by all the Class A-1A  Certificates  in the REMIC  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 Servicer,  the Trust Administrator 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 25th day of each  month  or,  if such  25th 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  A-1A
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  Trust  Administrator  by
wire  transfer  in  immediately  available  funds to the account of the Person
entitled   thereto  if  such  Person   shall  have  so   notified   the  Trust
Administrator  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 Trust  Administrator  of the pendency of such  distribution  and
only upon  presentation  and  surrender of this  Certificate  at the office or
agency  appointed by the Trust  Administrator  for that purpose as provided in
the Agreement.

            This   Certificate   is  one  of  a  duly   authorized   issue  of
Certificates  designated  as  Asset-Backed  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 the 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 Servicer,  the Trust Administrator and the Trustee and the
rights  of the  Certificateholders,  under  the  Agreement  at any time by the
Depositor,  the  Servicer,  the Trust  Administrator  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 Trust  Administrator  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 Trust  Administrator  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 Trust
Administrator  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 Servicer,  the Trust Administrator the Trustee
and any agent of the Depositor,  the Servicer,  the Trust Administrator 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 Servicer,
the Trust  Administrator,  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  Trust  Administrator  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 REMIC and (ii) the  purchase  by the
party  designated  in the  Agreement at a price  determined as provided in the
Agreement from the REMIC 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 REMIC all
the Mortgage  Loans and all property  acquired in respect of any Mortgage Loan
at a price  determined  as provided  in the  Agreement.  The  exercise of such
right will effect early retirement of the  Certificates;  however,  such right
to  purchase  is  subject to the  aggregate  Stated  Principal  Balance of the
Mortgage  Loans at the time of purchase  being less than 10% of the  aggregate
principal balance of the Mortgage Loans 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 Trust  Administrator,  by manual signature,  this Certificate shall not
be entitled to any benefit under the Agreement or be valid for any purpose.

<PAGE>

IN WITNESS WHEREOF,  the Trust Administrator has caused this Certificate to be
duly executed.

Dated: February ___, 2006


                                          Citibank, N.A., as Trust Administrator


                                          By:___________________________________
                                                    Authorized Officer



                          CERTIFICATE OF AUTHENTICATION

      This  is one of the  Certificates  referred  to in the  within-mentioned
      Agreement.


                                          Citibank, N.A., as Trust Administrator


                                          By:___________________________________
                                                    Authorized Signatory

<PAGE>

                                  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               _____________________________
   if survivorship and not as                                (State)
   tenants in common

      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  Asset-Backed  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

<PAGE>

                            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.

<PAGE>

                                   EXHIBIT A-2

                         FORM OF CLASS A-1B 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 2006-WFHE1                           Aggregate Certificate Principal
                                            Balance of the Class A-1B
                                            Certificates as of the Issue Date:
                                            $55,916,000.00

Pass-Through Rate: Variable                 Denomination: : $55,916,000.00

Cut-off Date and date of Pooling and        Servicer:  Wells Fargo Bank, N.A.
Servicing Agreement: February 1, 2006

First Distribution Date: March 27, 2006     Trust Administrator:  Citibank, N.A.

No. 1                                       Trustee: U.S. Bank National
                                            Association

                                            Issue Date: February 28, 2006

                                            CUSIP: 17307G 2K 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.

                      ASSET-BACKED 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,
fixed-rate  and  adjustable-rate,  first lien and second 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  SERVICER,  THE TRUST
      ADMINISTRATOR,  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 A-1B
Certificates  as of the  Issue  Date)  in that  certain  beneficial  ownership
interest  evidenced by all the Class A-1B  Certificates  in the REMIC  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 Servicer,  the Trust Administrator 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 25th day of each  month  or,  if such  25th 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  A-1B
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  Trust  Administrator  by
wire  transfer  in  immediately  available  funds to the account of the Person
entitled   thereto  if  such  Person   shall  have  so   notified   the  Trust
Administrator  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 Trust  Administrator  of the pendency of such  distribution  and
only upon  presentation  and  surrender of this  Certificate  at the office or
agency  appointed by the Trust  Administrator  for that purpose as provided in
the Agreement.

            This   Certificate   is  one  of  a  duly   authorized   issue  of
Certificates  designated  as  Asset-Backed  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 the 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 Servicer,  the Trust Administrator and the Trustee and the
rights  of the  Certificateholders,  under  the  Agreement  at any time by the
Depositor,  the  Servicer,  the Trust  Administrator  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 Trust  Administrator  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 Trust  Administrator  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 Trust
Administrator  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 Servicer,  the Trust Administrator the Trustee
and any agent of the Depositor,  the Servicer,  the Trust Administrator 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 Servicer,
the Trust  Administrator,  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  Trust  Administrator  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 REMIC and (ii) the  purchase  by the
party  designated  in the  Agreement at a price  determined as provided in the
Agreement from the REMIC 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 REMIC all
the Mortgage  Loans and all property  acquired in respect of any Mortgage Loan
at a price  determined  as provided  in the  Agreement.  The  exercise of such
right will effect early retirement of the  Certificates;  however,  such right
to  purchase  is  subject to the  aggregate  Stated  Principal  Balance of the
Mortgage  Loans at the time of purchase  being less than 10% of the  aggregate
principal balance of the Mortgage Loans 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 Trust  Administrator,  by manual signature,  this Certificate shall not
be entitled to any benefit under the Agreement or be valid for any purpose.

<PAGE>

IN WITNESS WHEREOF,  the Trust Administrator has caused this Certificate to be
duly executed.

Dated: February ___, 2006


                                          Citibank, N.A., as Trust Administrator


                                          By:___________________________________
                                                    Authorized Officer



                          CERTIFICATE OF AUTHENTICATION

      This  is one of the  Certificates  referred  to in the  within-mentioned
      Agreement.


                                          Citibank, N.A., as Trust Administrator


                                          By:___________________________________
                                                    Authorized Signatory

<PAGE>

                                  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               _____________________________
   if survivorship and not as                                (State)
   tenants in common

      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  Asset-Backed  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

<PAGE>

                            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.

<PAGE>

                                   EXHIBIT A-3

                         FORM OF CLASS A-1C 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 2006-WFHE1                           Aggregate Certificate Principal
                                            Balance of the Class A-1C
                                            Certificates as of the Issue Date:
                                            $58,376,000.00

Pass-Through Rate: Variable                 Denomination: $58,376,000.00

Cut-off Date and date of Pooling and        Servicer:  Wells Fargo Bank, N.A.
Servicing Agreement: February 1, 2006

First Distribution Date: March 27, 2006     Trust Administrator:  Citibank, N.A.

No. 1                                       Trustee: U.S. Bank National
                                            Association

                                            Issue Date: February 28, 2006

                                            CUSIP: 17307G 2L 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.

<PAGE>

                      ASSET-BACKED 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,
fixed-rate  and  adjustable-rate,  first lien and second 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  SERVICER,  THE TRUST
      ADMINISTRATOR,  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 A-1C
Certificates  as of the  Issue  Date)  in that  certain  beneficial  ownership
interest  evidenced by all the Class A-1C  Certificates  in the REMIC  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 Servicer,  the Trust Administrator 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 25th day of each  month  or,  if such  25th 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  A-1C
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  Trust  Administrator  by
wire  transfer  in  immediately  available  funds to the account of the Person
entitled   thereto  if  such  Person   shall  have  so   notified   the  Trust
Administrator  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 Trust  Administrator  of the pendency of such  distribution  and
only upon  presentation  and  surrender of this  Certificate  at the office or
agency  appointed by the Trust  Administrator  for that purpose as provided in
the Agreement.

            This   Certificate   is  one  of  a  duly   authorized   issue  of
Certificates  designated  as  Asset-Backed  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 the 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 Servicer,  the Trust Administrator and the Trustee and the
rights  of the  Certificateholders,  under  the  Agreement  at any time by the
Depositor,  the  Servicer,  the Trust  Administrator  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 Trust  Administrator  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 Trust  Administrator  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 Trust
Administrator  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 Servicer, the Trust Administrator,  the Trustee
and any agent of the Depositor,  the Servicer,  the Trust Administrator 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 Servicer,
the Trust  Administrator,  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  Trust  Administrator  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 REMIC and (ii) the  purchase  by the
party  designated  in the  Agreement at a price  determined as provided in the
Agreement from the REMIC 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 REMIC all
the Mortgage  Loans and all property  acquired in respect of any Mortgage Loan
at a price  determined  as provided  in the  Agreement.  The  exercise of such
right will effect early retirement of the  Certificates;  however,  such right
to  purchase  is  subject to the  aggregate  Stated  Principal  Balance of the
Mortgage  Loans at the time of purchase  being less than 10% of the  aggregate
principal balance of the Mortgage Loans 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 Trust  Administrator,  by manual signature,  this Certificate shall not
be entitled to any benefit under the Agreement or be valid for any purpose.

<PAGE>

IN WITNESS WHEREOF,  the Trust Administrator has caused this Certificate to be
duly executed.

Dated: February ___, 2006


                                          Citibank, N.A., as Trust Administrator


                                          By:___________________________________
                                                    Authorized Officer



                          CERTIFICATE OF AUTHENTICATION

      This  is one of the  Certificates  referred  to in the  within-mentioned
      Agreement.


                                          Citibank, N.A., as Trust Administrator


                                          By:___________________________________
                                                    Authorized Signatory

<PAGE>

                                  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               _____________________________
   if survivorship and not as                                (State)
   tenants in common

      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  Asset-Backed  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

<PAGE>

                            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.

<PAGE>

                                   EXHIBIT A-4

                         FORM OF CLASS A-1D 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 2006-WFHE1                        Aggregate Certificate Principal Balance
                                         of the Class A-1D Certificates as of
                                         the Issue Date: $47,579,000.00

Pass-Through Rate: Variable              Denomination: $47,579,000.00

Cut-off Date and date of Pooling and     Servicer:  Wells Fargo Bank, N.A.
Servicing Agreement: February 1, 2006

First Distribution Date: March 27, 2006  Trust Administrator:  Citibank, N.A.

No. 1                                    Trustee: U.S. Bank National Association

                                         Issue Date: February 28, 2006

                                         CUSIP: 17307G 2M 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.

<PAGE>

                      ASSET-BACKED 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,
fixed-rate  and  adjustable-rate,  first lien and second 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  SERVICER,  THE TRUST
      ADMINISTRATOR,  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 A-1D
Certificates  as of the  Issue  Date)  in that  certain  beneficial  ownership
interest  evidenced by all the Class A-1D  Certificates  in the REMIC  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 Servicer,  the Trust Administrator 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 25th day of each  month  or,  if such  25th 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  A-1D
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  Trust  Administrator  by
wire  transfer  in  immediately  available  funds to the account of the Person
entitled   thereto  if  such  Person   shall  have  so   notified   the  Trust
Administrator  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 Trust  Administrator  of the pendency of such  distribution  and
only upon  presentation  and  surrender of this  Certificate  at the office or
agency  appointed by the Trust  Administrator  for that purpose as provided in
the Agreement.

            This   Certificate   is  one  of  a  duly   authorized   issue  of
Certificates  designated  as  Asset-Backed  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 the 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 Servicer,  the Trust Administrator and the Trustee and the
rights  of the  Certificateholders,  under  the  Agreement  at any time by the
Depositor,  the  Servicer,  the Trust  Administrator  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 Trust  Administrator  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 Trust  Administrator  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 Trust
Administrator  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 Servicer,  the Trust Administrator the Trustee
and any agent of the Depositor,  the Servicer,  the Trust Administrator 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 Servicer,
the Trust  Administrator,  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  Trust  Administrator  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 REMIC and (ii) the  purchase  by the
party  designated  in the  Agreement at a price  determined as provided in the
Agreement from the REMIC 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 REMIC all
the Mortgage  Loans and all property  acquired in respect of any Mortgage Loan
at a price  determined  as provided  in the  Agreement.  The  exercise of such
right will effect early retirement of the  Certificates;  however,  such right
to  purchase  is  subject to the  aggregate  Stated  Principal  Balance of the
Mortgage  Loans at the time of purchase  being less than 10% of the  aggregate
principal balance of the Mortgage Loans 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 Trust  Administrator,  by manual signature,  this Certificate shall not
be entitled to any benefit under the Agreement or be valid for any purpose.

<PAGE>

IN WITNESS WHEREOF,  the Trust Administrator has caused this Certificate to be
duly executed.

Dated: February ___, 2006


                                          Citibank, N.A., as Trust Administrator


                                          By:___________________________________
                                                    Authorized Officer



                          CERTIFICATE OF AUTHENTICATION

      This  is one of the  Certificates  referred  to in the  within-mentioned
      Agreement.


                                          Citibank, N.A., as Trust Administrator


                                          By:___________________________________
                                                    Authorized Signatory

<PAGE>

                                  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               _____________________________
   if survivorship and not as                                (State)
   tenants in common

      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  Asset-Backed  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

<PAGE>

                            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.

<PAGE>

                                   EXHIBIT A-5

                          FORM OF CLASS M-1 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 CLASS A CERTIFICATES TO THE EXTENT
  DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

  NO  TRANSFER OF THIS  CERTIFICATE  TO AN  EMPLOYEE  BENEFIT  PLAN OR OTHER
  RETIREMENT  ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
  ACT OF  1974,  AS  AMENDED,  OR THE  CODE  WILL BE  REGISTERED  EXCEPT  IN
  COMPLIANCE WITH THE PROCEDURES.

Series 2006-WFHE1                          Aggregate Certificate Principal
                                           Balance of the Class M-1 Certificates
                                           as of the Issue Date: $14,197,000.00

Pass-Through Rate: Variable                Denomination: $14,197,000.00

Cut-off Date and date of Pooling and       Servicer:  Wells Fargo Bank, N.A.
Servicing Agreement: February 1, 2006

First Distribution Date: March 27, 2006    Trust Administrator:  Citibank, N.A.

No. 1                                      Trustee: U.S. Bank National
                                           Association

                                           Issue Date: February 28, 2006

                                           CUSIP: 17307G 2N 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.

<PAGE>

                      ASSET-BACKED 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,
fixed-rate  and  adjustable-rate,  first lien and second 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  SERVICER,  THE TRUST
      ADMINISTRATOR,  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 M-1
Certificates  as of the  Issue  Date)  in that  certain  beneficial  ownership
interest  evidenced  by all the Class M-1  Certificates  in the REMIC  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 Servicer,  the Trust Administrator 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 25th day of each  month  or,  if such  25th 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  M-1
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  Trust  Administrator  by
wire  transfer  in  immediately  available  funds to the account of the Person
entitled   thereto  if  such  Person   shall  have  so   notified   the  Trust
Administrator  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 Trust  Administrator  of the pendency of such  distribution  and
only upon  presentation  and  surrender of this  Certificate  at the office or
agency  appointed by the Trust  Administrator  for that purpose as provided in
the Agreement.

            This   Certificate   is  one  of  a  duly   authorized   issue  of
Certificates  designated  as  Asset-Backed  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 the 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 Servicer,  the Trust Administrator and the Trustee and the
rights  of the  Certificateholders,  under  the  Agreement  at any time by the
Depositor,  the  Servicer,  the Trust  Administrator  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 Trust  Administrator  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 Trust  Administrator  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(b) 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 Trust
Administrator  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 Servicer, the Trust Administrator,  the Trustee
and any agent of the Depositor,  the Servicer,  the Trust Administrator 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 Servicer,
the Trust  Administrator,  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  Trust  Administrator  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 REMIC and (ii) the  purchase  by the
party  designated  in the  Agreement at a price  determined as provided in the
Agreement from the REMIC 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 REMIC all
the Mortgage  Loans and all property  acquired in respect of any Mortgage Loan
at a price  determined  as provided  in the  Agreement.  The  exercise of such
right will effect early retirement of the  Certificates;  however,  such right
to  purchase  is  subject to the  aggregate  Stated  Principal  Balance of the
Mortgage  Loans at the time of purchase  being less than 10% of the  aggregate
principal balance of the Mortgage Loans 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 Trust  Administrator,  by manual signature,  this Certificate shall not
be entitled to any benefit under the Agreement or be valid for any purpose.

<PAGE>

IN WITNESS WHEREOF,  the Trust Administrator has caused this Certificate to be
duly executed.

Dated: February ___, 2006


                                          Citibank, N.A., as Trust Administrator


                                          By:___________________________________
                                                    Authorized Officer



                          CERTIFICATE OF AUTHENTICATION

      This  is one of the  Certificates  referred  to in the  within-mentioned
      Agreement.


                                          Citibank, N.A., as Trust Administrator


                                          By:___________________________________
                                                    Authorized Signatory

<PAGE>

                                  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               _____________________________
   if survivorship and not as                                (State)
   tenants in common

      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  Asset-Backed  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

<PAGE>

                            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.

<PAGE>

                                   EXHIBIT A-6

                          FORM OF CLASS M-2 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 CLASS A CERTIFICATES AND THE CLASS
  M-1  CERTIFICATES  TO THE EXTENT  DESCRIBED  IN THE POOLING AND  SERVICING
  AGREEMENT REFERRED TO HEREIN.

  NO  TRANSFER OF THIS  CERTIFICATE  TO AN  EMPLOYEE  BENEFIT  PLAN OR OTHER
  RETIREMENT  ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
  ACT OF  1974,  AS  AMENDED,  OR THE  CODE  WILL BE  REGISTERED  EXCEPT  IN
  COMPLIANCE WITH THE PROCEDURES.

Series 2006-WFHE1                          Aggregate Certificate Principal
                                           Balance of the Class M-2 Certificates
                                           as of the Issue Date: $12,962,000.00

Pass-Through Rate: Variable                Denomination: $12,962,000.00

Cut-off Date and date of Pooling and       Servicer:  Wells Fargo Bank, N.A.
Servicing Agreement: February 1, 2006

First Distribution Date: March 27, 2006    Trust Administrator:  Citibank, N.A.

No. 1                                      Trustee: U.S. Bank National
                                           Association

                                           Issue Date: February 28, 2006

                                           CUSIP: 17307G 2P 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.

<PAGE>

                      ASSET-BACKED 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,
fixed-rate  and  adjustable-rate,  first lien and second 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  SERVICER,  THE TRUST
      ADMINISTRATOR,  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 M-2
Certificates  as of the  Issue  Date)  in that  certain  beneficial  ownership
interest  evidenced  by all the Class M-2  Certificates  in the REMIC  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 Servicer,  the Trust Administrator 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 25th day of each  month  or,  if such  25th 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  M-2
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  Trust  Administrator  by
wire  transfer  in  immediately  available  funds to the account of the Person
entitled   thereto  if  such  Person   shall  have  so   notified   the  Trust
Administrator  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 Trust  Administrator  of the pendency of such  distribution  and
only upon  presentation  and  surrender of this  Certificate  at the office or
agency  appointed by the Trust  Administrator  for that purpose as provided in
the Agreement.

            This   Certificate   is  one  of  a  duly   authorized   issue  of
Certificates  designated  as  Asset-Backed  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 the 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 Servicer,  the Trust Administrator and the Trustee and the
rights  of the  Certificateholders,  under  the  Agreement  at any time by the
Depositor,  the  Servicer,  the Trust  Administrator  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 Trust  Administrator  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 Trust  Administrator  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(b) 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 Trust
Administrator  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 Servicer, the Trust Administrator,  the Trustee
and any agent of the Depositor,  the Servicer,  the Trust Administrator 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 Servicer,
the Trust  Administrator,  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  Trust  Administrator  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 REMIC and (ii) the  purchase  by the
party  designated  in the  Agreement at a price  determined as provided in the
Agreement from the REMIC 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 REMIC all
the Mortgage  Loans and all property  acquired in respect of any Mortgage Loan
at a price  determined  as provided  in the  Agreement.  The  exercise of such
right will effect early retirement of the  Certificates;  however,  such right
to  purchase  is  subject to the  aggregate  Stated  Principal  Balance of the
Mortgage  Loans at the time of purchase  being less than 10% of the  aggregate
principal balance of the Mortgage Loans 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 Trust  Administrator,  by manual signature,  this Certificate shall not
be entitled to any benefit under the Agreement or be valid for any purpose.

<PAGE>

IN WITNESS WHEREOF,  the Trust Administrator has caused this Certificate to be
duly executed.

Dated: February ___, 2006


                                          Citibank, N.A., as Trust Administrator


                                          By:___________________________________
                                                    Authorized Officer



                          CERTIFICATE OF AUTHENTICATION

      This  is one of the  Certificates  referred  to in the  within-mentioned
      Agreement.


                                          Citibank, N.A., as Trust Administrator


                                          By:___________________________________
                                                    Authorized Signatory

<PAGE>

                                  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               _____________________________
   if survivorship and not as                                (State)
   tenants in common

      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  Asset-Backed  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

<PAGE>

                            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.

<PAGE>

                                   EXHIBIT A-7

                          FORM OF CLASS M-3 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 CLASS A  CERTIFICATES,  THE CLASS
  M-1  CERTIFICATES  AND THE CLASS M-2  CERTIFICATES TO THE EXTENT DESCRIBED
  IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

  NO  TRANSFER OF THIS  CERTIFICATE  TO AN  EMPLOYEE  BENEFIT  PLAN OR OTHER
  RETIREMENT  ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
  ACT OF  1974,  AS  AMENDED,  OR THE  CODE  WILL BE  REGISTERED  EXCEPT  IN
  COMPLIANCE WITH THE PROCEDURES.

Series 2006-WFHE1                          Aggregate Certificate Principal
                                           Balance of the Class M-3 Certificates
                                           as of the Issue Date: $8,436,000.00

Pass-Through Rate: Variable                Denomination: : $8,436,000.00

Cut-off Date and date of Pooling and       Servicer:  Wells Fargo Bank, N.A.
Servicing Agreement: February 1, 2006

First Distribution Date: March 27, 2006    Trust Administrator:  Citibank, N.A.

No. 1                                      Trustee: U.S. Bank National
                                           Association

                                           Issue Date: February 28, 2006

                                           CUSIP: 17307G 2Q 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.

                      ASSET-BACKED 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,
fixed-rate  and  adjustable-rate,  first lien and second 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  SERVICER,  THE TRUST
      ADMINISTRATOR,  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 M-3
Certificates  as of the  Issue  Date)  in that  certain  beneficial  ownership
interest  evidenced  by all the Class M-3  Certificates  in the REMIC  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 Servicer,  the Trust Administrator 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 25th day of each  month  or,  if such  25th 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  M-3
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  Trust  Administrator  by
wire  transfer  in  immediately  available  funds to the account of the Person
entitled   thereto  if  such  Person   shall  have  so   notified   the  Trust
Administrator  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 Trust  Administrator  of the pendency of such  distribution  and
only upon  presentation  and  surrender of this  Certificate  at the office or
agency  appointed by the Trust  Administrator  for that purpose as provided in
the Agreement.

            This   Certificate   is  one  of  a  duly   authorized   issue  of
Certificates  designated  as  Asset-Backed  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 the 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 Servicer,  the Trust Administrator and the Trustee and the
rights  of the  Certificateholders,  under  the  Agreement  at any time by the
Depositor,  the  Servicer,  the Trust  Administrator  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 Trust  Administrator  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 Trust  Administrator  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(b) 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 Trust
Administrator  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 Servicer, the Trust Administrator,  the Trustee
and any agent of the Depositor,  the Servicer,  the Trust Administrator 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 Servicer,
the Trust  Administrator,  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  Trust  Administrator  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 REMIC and (ii) the  purchase  by the
party  designated  in the  Agreement at a price  determined as provided in the
Agreement from the REMIC 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 REMIC all
the Mortgage  Loans and all property  acquired in respect of any Mortgage Loan
at a price  determined  as provided  in the  Agreement.  The  exercise of such
right will effect early retirement of the  Certificates;  however,  such right
to  purchase  is  subject to the  aggregate  Stated  Principal  Balance of the
Mortgage  Loans at the time of purchase  being less than 10% of the  aggregate
principal balance of the Mortgage Loans 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 Trust  Administrator,  by manual signature,  this Certificate shall not
be entitled to any benefit under the Agreement or be valid for any purpose.

<PAGE>

IN WITNESS WHEREOF,  the Trust Administrator has caused this Certificate to be
duly executed.

Dated: February ___, 2006


                                          Citibank, N.A., as Trust Administrator


                                          By:___________________________________
                                                    Authorized Officer



                          CERTIFICATE OF AUTHENTICATION

      This  is one of the  Certificates  referred  to in the  within-mentioned
      Agreement.


                                          Citibank, N.A., as Trust Administrator


                                          By:___________________________________
                                                    Authorized Signatory

<PAGE>

                                  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               _____________________________
   if survivorship and not as                                (State)
   tenants in common

      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  Asset-Backed  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

<PAGE>

                            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.

<PAGE>

                                   EXHIBIT A-8

                          FORM OF CLASS M-4 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 CLASS A  CERTIFICATES,  THE CLASS
  M-1   CERTIFICATES,   THE  CLASS  M-2   CERTIFICATES  AND  THE  CLASS  M-3
  CERTIFICATES  TO  THE  EXTENT  DESCRIBED  IN  THE  POOLING  AND  SERVICING
  AGREEMENT REFERRED TO HEREIN.

  NO  TRANSFER OF THIS  CERTIFICATE  TO AN  EMPLOYEE  BENEFIT  PLAN OR OTHER
  RETIREMENT  ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
  ACT OF  1974,  AS  AMENDED,  OR THE  CODE  WILL BE  REGISTERED  EXCEPT  IN
  COMPLIANCE WITH THE PROCEDURES.

Series 2006-WFHE1                          Aggregate Certificate Principal
                                           Balance of the Class M-4 Certificates
                                           as of the Issue Date: $6,379,000.00

Pass-Through Rate: Variable                Denomination: $6,379,000.00

Cut-off Date and date of Pooling and       Servicer:  Wells Fargo Bank, N.A.
Servicing Agreement: February 1, 2006

First Distribution Date: March 27, 2006    Trust Administrator:  Citibank, N.A.

No. 1                                      Trustee: U.S. Bank National
                                           Association

                                           Issue Date: February 28, 2006

                                           CUSIP: 17307G 2R 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.

<PAGE>

                      ASSET-BACKED 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,
fixed-rate  and  adjustable-rate,  first lien and second 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  SERVICER,  THE TRUST
      ADMINISTRATOR,  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 M-4
Certificates  as of the  Issue  Date)  in that  certain  beneficial  ownership
interest  evidenced  by all the Class M-4  Certificates  in the REMIC  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 Servicer,  the Trust Administrator 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 25th day of each  month  or,  if such  25th 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  M-4
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  Trust  Administrator  by
wire  transfer  in  immediately  available  funds to the account of the Person
entitled   thereto  if  such  Person   shall  have  so   notified   the  Trust
Administrator  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 Trust  Administrator  of the pendency of such  distribution  and
only upon  presentation  and  surrender of this  Certificate  at the office or
agency  appointed by the Trust  Administrator  for that purpose as provided in
the Agreement.

            This   Certificate   is  one  of  a  duly   authorized   issue  of
Certificates  designated  as  Asset-Backed  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 the 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 Servicer,  the Trust Administrator and the Trustee and the
rights  of the  Certificateholders,  under  the  Agreement  at any time by the
Depositor,  the  Servicer,  the Trust  Administrator  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 Trust  Administrator  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 Trust  Administrator  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(b) 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 Trust
Administrator  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 Servicer, the Trust Administrator,  the Trustee
and any agent of the Depositor,  the Servicer,  the Trust Administrator 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 Servicer,
the Trust  Administrator,  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  Trust  Administrator  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 REMIC and (ii) the  purchase  by the
party  designated  in the  Agreement at a price  determined as provided in the
Agreement from the REMIC 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 REMIC all
the Mortgage  Loans and all property  acquired in respect of any Mortgage Loan
at a price  determined  as provided  in the  Agreement.  The  exercise of such
right will effect early retirement of the  Certificates;  however,  such right
to  purchase  is  subject to the  aggregate  Stated  Principal  Balance of the
Mortgage  Loans at the time of purchase  being less than 10% of the  aggregate
principal balance of the Mortgage Loans 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 Trust  Administrator,  by manual signature,  this Certificate shall not
be entitled to any benefit under the Agreement or be valid for any purpose.

<PAGE>

IN WITNESS WHEREOF,  the Trust Administrator has caused this Certificate to be
duly executed.

Dated: February ___, 2006


                                          Citibank, N.A., as Trust Administrator


                                          By:___________________________________
                                                    Authorized Officer



                          CERTIFICATE OF AUTHENTICATION

      This  is one of the  Certificates  referred  to in the  within-mentioned
      Agreement.


                                          Citibank, N.A., as Trust Administrator


                                          By:___________________________________
                                                    Authorized Signatory

<PAGE>

                                  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               _____________________________
   if survivorship and not as                                (State)
   tenants in common

      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  Asset-Backed  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

<PAGE>

                            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.

<PAGE>

                                   EXHIBIT A-9

                          FORM OF CLASS M-5 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 CLASS A  CERTIFICATES,  THE CLASS
  M-1 CERTIFICATES,  THE CLASS M-2 CERTIFICATES,  THE CLASS M-3 CERTIFICATES
  AND THE CLASS M-4  CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND
  SERVICING AGREEMENT REFERRED TO HEREIN.

  NO  TRANSFER OF THIS  CERTIFICATE  TO AN  EMPLOYEE  BENEFIT  PLAN OR OTHER
  RETIREMENT  ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
  ACT OF  1974,  AS  AMENDED,  OR THE  CODE  WILL BE  REGISTERED  EXCEPT  IN
  COMPLIANCE WITH THE PROCEDURES.

Series 2006-WFHE1                          Aggregate Certificate Principal
                                           Balance of the Class M-5 Certificates
                                           as of the Issue Date: $6,378,000.00

Pass-Through Rate: Variable                Denomination: $6,378,000.00

Cut-off Date and date of Pooling and       Servicer:  Wells Fargo Bank, N.A.
Servicing Agreement: February 1, 2006

First Distribution Date: March 27, 2006    Trust Administrator:  Citibank, N.A.

No. 1                                      Trustee: U.S. Bank National
                                           Association

                                           Issue Date: February 28, 2006

                                           CUSIP: 17307G 2S 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.

<PAGE>

                      ASSET-BACKED 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,
fixed-rate  and  adjustable-rate,  first lien and second 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  SERVICER,  THE TRUST
      ADMINISTRATOR,  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 M-5
Certificates  as of the  Issue  Date)  in that  certain  beneficial  ownership
interest  evidenced  by all the Class M-5  Certificates  in the REMIC  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 Servicer,  the Trust Administrator 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 25th day of each  month  or,  if such  25th 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  M-5
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  Trust  Administrator  by
wire  transfer  in  immediately  available  funds to the account of the Person
entitled   thereto  if  such  Person   shall  have  so   notified   the  Trust
Administrator  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 Trust  Administrator  of the pendency of such  distribution  and
only upon  presentation  and  surrender of this  Certificate  at the office or
agency  appointed by the Trust  Administrator  for that purpose as provided in
the Agreement.

            This   Certificate   is  one  of  a  duly   authorized   issue  of
Certificates  designated  as  Asset-Backed  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 the 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 Servicer,  the Trust Administrator and the Trustee and the
rights  of the  Certificateholders,  under  the  Agreement  at any time by the
Depositor,  the  Servicer,  the Trust  Administrator  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 Trust  Administrator  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 Trust  Administrator  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(b) 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 Trust
Administrator  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 Servicer, the Trust Administrator,  the Trustee
and any agent of the Depositor,  the Servicer,  the Trust Administrator 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 Servicer,
the Trust  Administrator,  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  Trust  Administrator  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 REMIC and (ii) the  purchase  by the
party  designated  in the  Agreement at a price  determined as provided in the
Agreement from the REMIC 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 REMIC all
the Mortgage  Loans and all property  acquired in respect of any Mortgage Loan
at a price  determined  as provided  in the  Agreement.  The  exercise of such
right will effect early retirement of the  Certificates;  however,  such right
to  purchase  is  subject to the  aggregate  Stated  Principal  Balance of the
Mortgage  Loans at the time of purchase  being less than 10% of the  aggregate
principal balance of the Mortgage Loans 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 Trust  Administrator,  by manual signature,  this Certificate shall not
be entitled to any benefit under the Agreement or be valid for any purpose.

<PAGE>

IN WITNESS WHEREOF,  the Trust Administrator has caused this Certificate to be
duly executed.

Dated: February ___, 2006


                                          Citibank, N.A., as Trust Administrator


                                          By:___________________________________
                                                    Authorized Officer



                          CERTIFICATE OF AUTHENTICATION

      This  is one of the  Certificates  referred  to in the  within-mentioned
      Agreement.


                                          Citibank, N.A., as Trust Administrator


                                          By:___________________________________
                                                    Authorized Signatory

<PAGE>

                                  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               _____________________________
   if survivorship and not as                                (State)
   tenants in common

      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  Asset-Backed  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

<PAGE>

                            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.

<PAGE>

                                  EXHIBIT A-10

                          FORM OF CLASS M-6 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 CLASS A  CERTIFICATES,  THE CLASS
  M-1 CERTIFICATES,  THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES,
  THE CLASS M-4  CERTIFICATES  AND THE CLASS M-5  CERTIFICATES TO THE EXTENT
  DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

  NO  TRANSFER OF THIS  CERTIFICATE  TO AN  EMPLOYEE  BENEFIT  PLAN OR OTHER
  RETIREMENT  ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
  ACT OF  1974,  AS  AMENDED,  OR THE  CODE  WILL BE  REGISTERED  EXCEPT  IN
  COMPLIANCE WITH THE PROCEDURES.

Series 2006-WFHE1                          Aggregate Certificate Principal
                                           Balance of the Class M-6 Certificates
                                           as of the Issue Date: $5,350,000.00

Pass-Through Rate: Variable                Denomination: : $5,350,000.00

Cut-off Date and date of Pooling and       Servicer:  Wells Fargo Bank, N.A.
Servicing Agreement: February 1, 2006

First Distribution Date: March 27, 2006    Trust Administrator:  Citibank, N.A.

No. 1                                      Trustee: U.S. Bank National
                                           Association

                                           Issue Date: February 28, 2006

                                           CUSIP: 17307G 2T 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.

<PAGE>

                      ASSET-BACKED 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,
fixed-rate  and  adjustable-rate,  first lien and second 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  SERVICER,  THE TRUST
      ADMINISTRATOR,  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 M-6
Certificates  as of the  Issue  Date)  in that  certain  beneficial  ownership
interest  evidenced  by all the Class M-6  Certificates  in the REMIC  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 Servicer,  the Trust Administrator 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 25th day of each  month  or,  if such  25th 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  M-6
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  Trust  Administrator  by
wire  transfer  in  immediately  available  funds to the account of the Person
entitled   thereto  if  such  Person   shall  have  so   notified   the  Trust
Administrator  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 Trust  Administrator  of the pendency of such  distribution  and
only upon  presentation  and  surrender of this  Certificate  at the office or
agency  appointed by the Trust  Administrator  for that purpose as provided in
the Agreement.

            This   Certificate   is  one  of  a  duly   authorized   issue  of
Certificates  designated  as  Asset-Backed  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 the 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 Servicer,  the Trust Administrator and the Trustee and the
rights  of the  Certificateholders,  under  the  Agreement  at any time by the
Depositor,  the  Servicer,  the Trust  Administrator  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 Trust  Administrator  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 Trust  Administrator  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(b) 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 Trust
Administrator  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 Servicer, the Trust Administrator,  the Trustee
and any agent of the Depositor,  the Servicer,  the Trust Administrator 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 Servicer,
the Trust  Administrator,  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  Trust  Administrator  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 REMIC and (ii) the  purchase  by the
party  designated  in the  Agreement at a price  determined as provided in the
Agreement from the REMIC 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 REMIC all
the Mortgage  Loans and all property  acquired in respect of any Mortgage Loan
at a price  determined  as provided  in the  Agreement.  The  exercise of such
right will effect early retirement of the  Certificates;  however,  such right
to  purchase  is  subject to the  aggregate  Stated  Principal  Balance of the
Mortgage  Loans at the time of purchase  being less than 10% of the  aggregate
principal balance of the Mortgage Loans 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 Trust  Administrator,  by manual signature,  this Certificate shall not
be entitled to any benefit under the Agreement or be valid for any purpose.

<PAGE>

IN WITNESS WHEREOF,  the Trust Administrator has caused this Certificate to be
duly executed.

Dated: February ___, 2006


                                          Citibank, N.A., as Trust Administrator


                                          By:___________________________________
                                                    Authorized Officer



                          CERTIFICATE OF AUTHENTICATION

      This  is one of the  Certificates  referred  to in the  within-mentioned
      Agreement.


                                          Citibank, N.A., as Trust Administrator


                                          By:___________________________________
                                                    Authorized Signatory

<PAGE>

                                  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               _____________________________
   if survivorship and not as                                (State)
   tenants in common

      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  Asset-Backed  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

<PAGE>

                            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.

<PAGE>

                                  EXHIBIT A-11

                          FORM OF CLASS M-7 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 CLASS A  CERTIFICATES,  THE CLASS
  M-1 CERTIFICATES,  THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES,
  THE CLASS M-4  CERTIFICATES,  THE CLASS M-5 CERTIFICATES AND THE CLASS M-6
  CERTIFICATES  TO  THE  EXTENT  DESCRIBED  IN  THE  POOLING  AND  SERVICING
  AGREEMENT REFERRED TO HEREIN.

  NO  TRANSFER OF THIS  CERTIFICATE  TO AN  EMPLOYEE  BENEFIT  PLAN OR OTHER
  RETIREMENT  ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
  ACT OF  1974,  AS  AMENDED,  OR THE  CODE  WILL BE  REGISTERED  EXCEPT  IN
  COMPLIANCE WITH THE PROCEDURES.

Series 2006-WFHE1                          Aggregate Certificate Principal
                                           Balance of the Class M-7 Certificates
                                           as of the Issue Date: $4,732,000.00

Pass-Through Rate: Variable                Denomination: $4,732,000.00

Cut-off Date and date of Pooling and       Servicer:  Wells Fargo Bank, N.A.
Servicing Agreement: February 1, 2006

First Distribution Date: March 27, 2006    Trust Administrator:  Citibank, N.A.

No. 1                                      Trustee: U.S. Bank National
                                           Association

                                           Issue Date: February 28, 2006

                                           CUSIP: 17307G 2U 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.

<PAGE>

                      ASSET-BACKED 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,
fixed-rate  and  adjustable-rate,  first lien and second 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  SERVICER,  THE TRUST
      ADMINISTRATOR,  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 M-7
Certificates  as of the  Issue  Date)  in that  certain  beneficial  ownership
interest  evidenced  by all the Class M-7  Certificates  in the REMIC  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 Servicer,  the Trust Administrator 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 25th day of each  month  or,  if such  25th 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  M-7
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  Trust  Administrator  by
wire  transfer  in  immediately  available  funds to the account of the Person
entitled   thereto  if  such  Person   shall  have  so   notified   the  Trust
Administrator  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 Trust  Administrator  of the pendency of such  distribution  and
only upon  presentation  and  surrender of this  Certificate  at the office or
agency  appointed by the Trust  Administrator  for that purpose as provided in
the Agreement.

            This   Certificate   is  one  of  a  duly   authorized   issue  of
Certificates  designated  as  Asset-Backed  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 the 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  Servicer,  the Trust  Administrator  the Trustee and the
rights  of the  Certificateholders,  under  the  Agreement  at any time by the
Depositor,  the  Servicer,  the Trust  Administrator  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 Trust  Administrator  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 Trust  Administrator  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(b) 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 Trust
Administrator  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 Servicer, the Trust Administrator,  the Trustee
and any agent of the Depositor,  the Servicer,  the Trust Administrator 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 Servicer,
the Trust  Administrator,  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  Trust  Administrator  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 REMIC and (ii) the  purchase  by the
party  designated  in the  Agreement at a price  determined as provided in the
Agreement from the REMIC 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 REMIC all
the Mortgage  Loans and all property  acquired in respect of any Mortgage Loan
at a price  determined  as provided  in the  Agreement.  The  exercise of such
right will effect early retirement of the  Certificates;  however,  such right
to  purchase  is  subject to the  aggregate  Stated  Principal  Balance of the
Mortgage  Loans at the time of purchase  being less than 10% of the  aggregate
principal balance of the Mortgage Loans 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 Trust  Administrator,  by manual signature,  this Certificate shall not
be entitled to any benefit under the Agreement or be valid for any purpose.

<PAGE>

IN WITNESS WHEREOF,  the Trust Administrator has caused this Certificate to be
duly executed.

Dated: February ___, 2006


                                          Citibank, N.A., as Trust Administrator


                                          By:___________________________________
                                                    Authorized Officer



                          CERTIFICATE OF AUTHENTICATION

      This  is one of the  Certificates  referred  to in the  within-mentioned
      Agreement.


                                          Citibank, N.A., as Trust Administrator


                                          By:___________________________________
                                                    Authorized Signatory

<PAGE>

                                  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               _____________________________
   if survivorship and not as                                (State)
   tenants in common

      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  Asset-Backed  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

<PAGE>

                            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.

<PAGE>

                                  EXHIBIT A-12

                          FORM OF CLASS M-8 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 CLASS A  CERTIFICATES,  THE CLASS
  M-1 CERTIFICATES,  THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES,
  THE CLASS M-4  CERTIFICATES,  THE  CLASS M-5  CERTIFICATES,  THE CLASS M-6
  CERTIFICATES  AND THE CLASS M-7  CERTIFICATES  TO THE EXTENT  DESCRIBED IN
  THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

  NO  TRANSFER OF THIS  CERTIFICATE  TO AN  EMPLOYEE  BENEFIT  PLAN OR OTHER
  RETIREMENT  ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
  ACT OF  1974,  AS  AMENDED,  OR THE  CODE  WILL BE  REGISTERED  EXCEPT  IN
  COMPLIANCE WITH THE PROCEDURES.

Series 2006-WFHE1                          Aggregate Certificate Principal
                                           Balance of the Class M-8 Certificates
                                           as of the Issue Date: $2,675,000.00

Pass-Through Rate: Variable                Denomination: $2,675,000.00

Cut-off Date and date of Pooling and       Servicer:  Wells Fargo Bank, N.A.
Servicing Agreement: February 1, 2006

First Distribution Date: March 27, 2006    Trust Administrator:  Citibank, N.A.

No. 1                                      Trustee: U.S. Bank National
                                           Association

                                           Issue Date: February 28, 2006

                                           CUSIP: 17307G 2V 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.

<PAGE>

                      ASSET-BACKED 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,
fixed-rate  and  adjustable-rate,  first lien and second 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  SERVICER,  THE TRUST
      ADMINISTRATOR,  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 M-8
Certificates  as of the  Issue  Date)  in that  certain  beneficial  ownership
interest  evidenced  by all the Class M-8  Certificates  in the REMIC  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 Servicer,  the Trust Administrator 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 25th day of each  month  or,  if such  25th 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  M-8
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  Trust  Administrator  by
wire  transfer  in  immediately  available  funds to the account of the Person
entitled   thereto  if  such  Person   shall  have  so   notified   the  Trust
Administrator  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 Trust  Administrator  of the pendency of such  distribution  and
only upon  presentation  and  surrender of this  Certificate  at the office or
agency  appointed by the Trust  Administrator  for that purpose as provided in
the Agreement.

            This   Certificate   is  one  of  a  duly   authorized   issue  of
Certificates  designated  as  Asset-Backed  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 the 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 Servicer,  the Trust Administrator and the Trustee and the
rights  of the  Certificateholders,  under  the  Agreement  at any time by the
Depositor,  the  Servicer,  the Trust  Administrator  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 Trust  Administrator  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 Trust  Administrator  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(b) 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 Trust
Administrator  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 Servicer, the Trust Administrator,  the Trustee
and any agent of the Depositor,  the Servicer,  the Trust Administrator 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 Servicer,
the Trust  Administrator,  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  Trust  Administrator  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 REMIC and (ii) the  purchase  by the
party  designated  in the  Agreement at a price  determined as provided in the
Agreement from the REMIC 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 REMIC all
the Mortgage  Loans and all property  acquired in respect of any Mortgage Loan
at a price  determined  as provided  in the  Agreement.  The  exercise of such
right will effect early retirement of the  Certificates;  however,  such right
to  purchase  is  subject to the  aggregate  Stated  Principal  Balance of the
Mortgage  Loans at the time of purchase  being less than 10% of the  aggregate
principal balance of the Mortgage Loans 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 Trust  Administrator,  by manual signature,  this Certificate shall not
be entitled to any benefit under the Agreement or be valid for any purpose.

<PAGE>

IN WITNESS WHEREOF,  the Trust Administrator has caused this Certificate to be
duly executed.

Dated: February ___, 2006


                                          Citibank, N.A., as Trust Administrator


                                          By:___________________________________
                                                    Authorized Officer



                          CERTIFICATE OF AUTHENTICATION

      This  is one of the  Certificates  referred  to in the  within-mentioned
      Agreement.


                                          Citibank, N.A., as Trust Administrator


                                          By:___________________________________
                                                    Authorized Signatory

<PAGE>

                                  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               _____________________________
   if survivorship and not as                                (State)
   tenants in common

      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  Asset-Backed  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

<PAGE>

                            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.

<PAGE>

                                  EXHIBIT A-13

                          FORM OF CLASS M-9 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 CLASS A  CERTIFICATES,  THE CLASS
  M-1 CERTIFICATES,  THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES,
  THE CLASS M-4  CERTIFICATES,  THE  CLASS M-5  CERTIFICATES,  THE CLASS M-6
  CERTIFICATES,  THE CLASS M-7  CERTIFICATES  AND THE CLASS M-8 CERTIFICATES
  TO THE EXTENT  DESCRIBED IN THE POOLING AND SERVICING  AGREEMENT  REFERRED
  TO HEREIN.

  NO  TRANSFER OF THIS  CERTIFICATE  TO AN  EMPLOYEE  BENEFIT  PLAN OR OTHER
  RETIREMENT  ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
  ACT OF  1974,  AS  AMENDED,  OR THE  CODE  WILL BE  REGISTERED  EXCEPT  IN
  COMPLIANCE WITH THE PROCEDURES.

Series 2006-WFHE1                          Aggregate Certificate Principal
                                           Balance of the Class M-9 Certificates
                                           as of the Issue Date: $3,909,000.00

Pass-Through Rate: Variable                Denomination: $3,909,000.00

Cut-off Date and date of Pooling and       Servicer:  Wells Fargo Bank, N.A.
Servicing Agreement: February 1, 2006

First Distribution Date: March 27, 2006    Trust Administrator:  Citibank, N.A.

No. 1                                      Trustee: U.S. Bank National
                                           Association

                                           Issue Date: February 28, 2006

                                           CUSIP: 17307G 2W 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.

<PAGE>

                      ASSET-BACKED 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,
fixed-rate  and  adjustable-rate,  first lien and second 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  SERVICER,  THE TRUST
      ADMINISTRATOR,  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 M-9
Certificates  as of the  Issue  Date)  in that  certain  beneficial  ownership
interest  evidenced  by all the Class M-9  Certificates  in the REMIC  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 Servicer,  the Trust Administrator 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 25th day of each  month  or,  if such  25th 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  M-9
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  Trust  Administrator  by
wire  transfer  in  immediately  available  funds to the account of the Person
entitled   thereto  if  such  Person   shall  have  so   notified   the  Trust
Administrator  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 Trust  Administrator  of the pendency of such  distribution  and
only upon  presentation  and  surrender of this  Certificate  at the office or
agency  appointed by the Trust  Administrator  for that purpose as provided in
the Agreement.

            This   Certificate   is  one  of  a  duly   authorized   issue  of
Certificates  designated  as  Asset-Backed  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 the 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 Servicer,  the Trust Administrator and the Trustee and the
rights  of the  Certificateholders,  under  the  Agreement  at any time by the
Depositor,  the  Servicer,  the Trust  Administrator  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 Trust  Administrator  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 Trust  Administrator  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(b) 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 Trust
Administrator  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 Servicer, the Trust Administrator,  the Trustee
and any agent of the Depositor,  the Servicer,  the Trust Administrator 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 Servicer,
the Trust  Administrator,  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  Trust  Administrator  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 REMIC and (ii) the  purchase  by the
party  designated  in the  Agreement at a price  determined as provided in the
Agreement from the REMIC 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 REMIC all
the Mortgage  Loans and all property  acquired in respect of any Mortgage Loan
at a price  determined  as provided  in the  Agreement.  The  exercise of such
right will effect early retirement of the  Certificates;  however,  such right
to  purchase  is  subject to the  aggregate  Stated  Principal  Balance of the
Mortgage  Loans at the time of purchase  being less than 10% of the  aggregate
principal balance of the Mortgage Loans 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 Trust  Administrator,  by manual signature,  this Certificate shall not
be entitled to any benefit under the Agreement or be valid for any purpose.

<PAGE>

IN WITNESS WHEREOF,  the Trust Administrator has caused this Certificate to be
duly executed.

Dated: February ___, 2006


                                          Citibank, N.A., as Trust Administrator


                                          By:___________________________________
                                                    Authorized Officer



                          CERTIFICATE OF AUTHENTICATION

      This  is one of the  Certificates  referred  to in the  within-mentioned
      Agreement.


                                          Citibank, N.A., as Trust Administrator


                                          By:___________________________________
                                                    Authorized Signatory

<PAGE>

                                  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               _____________________________
   if survivorship and not as                                (State)
   tenants in common

      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  Asset-Backed  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

<PAGE>

                            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.

<PAGE>

                                  EXHIBIT A-14

                         FORM OF CLASS M-10 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 CLASS A  CERTIFICATES,  THE CLASS
  M-1 CERTIFICATES,  THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES,
  THE CLASS M-4  CERTIFICATES,  THE  CLASS M-5  CERTIFICATES,  THE CLASS M-6
  CERTIFICATES,  THE CLASS M-7 CERTIFICATES,  THE CLASS M-8 CERTIFICATES AND
  THE CLASS M-9  CERTIFICATES  TO THE EXTENT  DESCRIBED  IN THE  POOLING AND
  SERVICING AGREEMENT REFERRED TO HEREIN.

  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 SECTION 5.02 OF
  THE AGREEMENT.

  NO  TRANSFER OF THIS  CERTIFICATE  TO AN  EMPLOYEE  BENEFIT  PLAN OR OTHER
  RETIREMENT  ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
  ACT OF  1974,  AS  AMENDED,  OR THE  CODE  WILL BE  REGISTERED  EXCEPT  IN
  COMPLIANCE WITH THE PROCEDURES.

Series 2006-WFHE1                          Aggregate Certificate Principal
                                           Balance of the Class M-10
                                           Certificates as of the Issue Date:
                                           $3,498,000.00

Pass-Through Rate: Variable                Denomination: $3,498,000.00

Cut-off Date and date of Pooling and       Servicer:  Wells Fargo Bank, N.A.
Servicing Agreement: February 1, 2006

First Distribution Date: March 27, 2006    Trust Administrator:  Citibank, N.A.

No. 1                                      Trustee: U.S. Bank National
                                           Association

                                           Issue Date: February 28, 2006

                                           CUSIP: 17307G 2X 5

   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.

<PAGE>

                      ASSET-BACKED 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,
fixed-rate  and  adjustable-rate,  first lien and second 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  SERVICER,  THE TRUST
      ADMINISTRATOR,  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 M-10
Certificates  as of the  Issue  Date)  in that  certain  beneficial  ownership
interest  evidenced by all the Class M-10  Certificates  in the REMIC  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 Servicer,  the Trust Administrator 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 25th day of each  month  or,  if such  25th 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  M-10
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  Trust  Administrator  by
wire  transfer  in  immediately  available  funds to the account of the Person
entitled   thereto  if  such  Person   shall  have  so   notified   the  Trust
Administrator  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 Trust  Administrator  of the pendency of such  distribution  and
only upon  presentation  and  surrender of this  Certificate  at the office or
agency  appointed by the Trust  Administrator  for that purpose as provided in
the Agreement.

            This   Certificate   is  one  of  a  duly   authorized   issue  of
Certificates  designated  as  Asset-Backed  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 the 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 Servicer,  the Trust Administrator and the Trustee and the
rights  of the  Certificateholders,  under  the  Agreement  at any time by the
Depositor,  the  Servicer,  the Trust  Administrator  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 Trust  Administrator  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 Trust  Administrator  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  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 Trust  Administrator 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 Trust  Administrator  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 Trust
Administrator,  the Depositor,  the Servicer and any Sub-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(b) 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 Trust
Administrator  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 Servicer, the Trust Administrator,  the Trustee
and any agent of the Depositor,  the Servicer,  the Trust Administrator 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 Servicer,
the Trust  Administrator,  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  Trust  Administrator  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 REMIC and (ii) the  purchase  by the
party  designated  in the  Agreement at a price  determined as provided in the
Agreement from the REMIC 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 REMIC all
the Mortgage  Loans and all property  acquired in respect of any Mortgage Loan
at a price  determined  as provided  in the  Agreement.  The  exercise of such
right will effect early retirement of the  Certificates;  however,  such right
to  purchase  is  subject to the  aggregate  Stated  Principal  Balance of the
Mortgage  Loans at the time of purchase  being less than 10% of the  aggregate
principal balance of the Mortgage Loans 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 Trust  Administrator,  by manual signature,  this Certificate shall not
be entitled to any benefit under the Agreement or be valid for any purpose.

<PAGE>

IN WITNESS WHEREOF,  the Trust Administrator has caused this Certificate to be
duly executed.

Dated: February ___, 2006


                                          Citibank, N.A., as Trust Administrator


                                          By:___________________________________
                                                    Authorized Officer



                          CERTIFICATE OF AUTHENTICATION

      This  is one of the  Certificates  referred  to in the  within-mentioned
      Agreement.


                                          Citibank, N.A., as Trust Administrator


                                          By:___________________________________
                                                    Authorized Signatory

<PAGE>

                                  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               _____________________________
   if survivorship and not as                                (State)
   tenants in common

      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  Asset-Backed  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

<PAGE>

                            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.

<PAGE>

                                  EXHIBIT A-15

                         FORM OF CLASS M-11 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 CLASS A  CERTIFICATES,  THE CLASS
  M-1 CERTIFICATES,  THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES,
  THE CLASS M-4  CERTIFICATES,  THE  CLASS M-5  CERTIFICATES,  THE CLASS M-6
  CERTIFICATES,  THE CLASS M-7 CERTIFICATES, THE CLASS M-8 CERTIFICATES, THE
  CLASS M-9  CERTIFICATES  AND THE CLASS  M-10  CERTIFICATES  TO THE  EXTENT
  DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

  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 SECTION 5.02 OF
  THE AGREEMENT.

  NO  TRANSFER OF THIS  CERTIFICATE  TO AN  EMPLOYEE  BENEFIT  PLAN OR OTHER
  RETIREMENT  ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
  ACT OF  1974,  AS  AMENDED,  OR THE  CODE  WILL BE  REGISTERED  EXCEPT  IN
  COMPLIANCE WITH THE PROCEDURES.


Series 2006-WFHE1                          Aggregate Certificate Principal
                                           Balance of the Class M-11
                                           Certificates as of the Issue Date:
                                           $4,115,000.00

Pass-Through Rate: Variable                Denomination: : $4,115,000.00

Cut-off Date and date of Pooling and       Servicer:  Wells Fargo Bank, N.A.
Servicing Agreement: February 1, 2006

First Distribution Date: March 27, 2006    Trust Administrator:  Citibank, N.A.

No. 1                                      Trustee: U.S. Bank National
                                           Association

                                           Issue Date: February 28, 2006

                                           CUSIP: 17307G 2Y 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.

<PAGE>

                      ASSET-BACKED 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,
fixed-rate  and  adjustable-rate,  first lien and second 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  SERVICER,  THE TRUST
      ADMINISTRATOR,  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 M-11
Certificates  as of the  Issue  Date)  in that  certain  beneficial  ownership
interest  evidenced by all the Class M-11  Certificates  in the REMIC  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 Servicer,  the Trust Administrator 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 25th day of each  month  or,  if such  25th 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  M-11
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  Trust  Administrator  by
wire  transfer  in  immediately  available  funds to the account of the Person
entitled   thereto  if  such  Person   shall  have  so   notified   the  Trust
Administrator  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 Trust  Administrator  of the pendency of such  distribution  and
only upon  presentation  and  surrender of this  Certificate  at the office or
agency  appointed by the Trust  Administrator  for that purpose as provided in
the Agreement.

            This   Certificate   is  one  of  a  duly   authorized   issue  of
Certificates  designated  as  Asset-Backed  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 the 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 Servicer,  the Trust Administrator and the Trustee and the
rights  of the  Certificateholders,  under  the  Agreement  at any time by the
Depositor,  the  Servicer,  the Trust  Administrator  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 Trust  Administrator  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 Trust  Administrator  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  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 Trust  Administrator 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 Trust  Administrator  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 Trust
Administrator,  the Depositor,  the Servicer and any Sub-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(b) 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 Trust
Administrator  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 Servicer, the Trust Administrator,  the Trustee
and any agent of the Depositor,  the Servicer,  the Trust Administrator 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 Servicer,
the Trust  Administrator,  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  Trust  Administrator  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 REMIC and (ii) the  purchase  by the
party  designated  in the  Agreement at a price  determined as provided in the
Agreement from the REMIC 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 REMIC all
the Mortgage  Loans and all property  acquired in respect of any Mortgage Loan
at a price  determined  as provided  in the  Agreement.  The  exercise of such
right will effect early retirement of the  Certificates;  however,  such right
to  purchase  is  subject to the  aggregate  Stated  Principal  Balance of the
Mortgage  Loans at the time of purchase  being less than 10% of the  aggregate
principal balance of the Mortgage Loans 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 Trust  Administrator,  by manual signature,  this Certificate shall not
be entitled to any benefit under the Agreement or be valid for any purpose.

<PAGE>

IN WITNESS WHEREOF,  the Trust Administrator has caused this Certificate to be
duly executed.

Dated: February ___, 2006


                                          Citibank, N.A., as Trust Administrator


                                          By:___________________________________
                                                    Authorized Officer



                          CERTIFICATE OF AUTHENTICATION

      This  is one of the  Certificates  referred  to in the  within-mentioned
      Agreement.


                                          Citibank, N.A., as Trust Administrator


                                          By:___________________________________
                                                    Authorized Signatory

<PAGE>

                                  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               _____________________________
   if survivorship and not as                                (State)
   tenants in common

      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  Asset-Backed  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

<PAGE>

                            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.

<PAGE>

                                  EXHIBIT A-17

                          FORM OF CLASS CE 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  IS  SUBORDINATE  TO THE  CLASS A  CERTIFICATES  AND THE
  MEZZANINE  CERTIFICATES  TO  THE  EXTENT  DESCRIBED  IN  THE  POOLING  AND
  SERVICING AGREEMENT REFERRED TO HEREIN.

  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 SECTION 5.02 OF
  THE AGREEMENT.

  NO  TRANSFER OF THIS  CERTIFICATE  TO AN  EMPLOYEE  BENEFIT  PLAN OR OTHER
  RETIREMENT  ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
  ACT OF  1974,  AS  AMENDED,  OR THE  CODE  WILL BE  REGISTERED  EXCEPT  IN
  COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN.

Series: 2006-WFHE1                         Aggregate Certificate Principal
                                           Balance of the Class CE Certificates
                                           as of the Issue Date: $7,201,767.37
Pass-Through Rate: Variable                Denomination: $7,201,767.37

Cut-off  Date and date of  Pooling  and    Servicer: Wells Fargo Bank, N.A.
Servicing Agreement: February 1, 2006

First Distribution Date: March 27, 2006    Trust Administrator: Citibank, N.A.

No. 1                                      Trustee: U.S. Bank National
                                           Association

Aggregate Notional Amount of the Class     Issue Date: February 28, 2006

CE  Certificates  as of the Issue Date:
$411,506,767.37


   THE OUTSTANDING  CERTIFICATE  PRINCIPAL BALANCE OR NOTIONAL AMOUNT HEREOF
   AT ANY  TIME MAY BE LESS  THAN  THE  AMOUNT  SHOWN  ABOVE AS THE  INITIAL
   CERTIFICATE  PRINCIPAL BALANCE OR NOTIONAL AMOUNT, AS THE CASE MAY BE, OF
   THIS CERTIFICATE.

<PAGE>

                      ASSET BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial  ownership  interest in a portion of a Trust Fund (the
"Trust  Fund")  consisting  primarily  of  a  pool  of  conventional  one-  to
four-family,  fixed-rate  and  adjustable-rate,  first  lien and  second  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  SERVICER,  THE TRUST
      ADMINISTRATOR,  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 Realty Corp. 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 CE  Certificates  as of the Issue  Date) in that  certain
beneficial  ownership  interest  evidenced by all the Class CE Certificates in
REMIC II 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 Servicer,  Trust  Administrator 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 25th day of each  month  or,  if such  25th 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  CE
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  Trust  Administrator  by
wire  transfer  in  immediately  available  funds to the account of the Person
entitled   thereto  if  such  Person   shall  have  so   notified   the  Trust
Administrator  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 Trust  Administrator  of the pendency of such  distribution  and
only upon  presentation  and  surrender of this  Certificate  at the office or
agency  appointed by the Trust  Administrator  for that purpose as provided in
the Agreement.

            This   Certificate   is  one  of  a  duly   authorized   issue  of
Certificates  designated  as Asset  Backed  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 the 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 Servicer,  the Trust Administrator and the Trustee and the
rights  of the  Certificateholders  under  the  Agreement  at any  time by the
Depositor,  the  Servicer,  the Trust  Administrator  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 Trust  Administrator  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 Trust  Administrator  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  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 Trust  Administrator 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  or the  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 Trust  Administrator  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  Trust  Administrator,  the  Depositor,  the  Servicer  and  any
Sub-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(b) 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 Trust
Administrator  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 Servicer, the Trust Administrator,  the Trustee
and any agent of the Depositor,  the Servicer,  the Trust Administrator 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 Servicer,
the Trust  Administrator,  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  Trust  Administrator  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 REMIC I and (ii) the purchase by the party
designated  in  the  Agreement  at a  price  determined  as  provided  in  the
Agreement from REMIC I 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  REMIC I all the
Mortgage Loans and all property  acquired in respect of any Mortgage Loan at a
price  determined  as provided in the  Agreement.  The  exercise of such right
will effect  early  retirement  of the  Certificates;  however,  such right to
purchase is subject to the aggregate Stated Principal  Balance of the Mortgage
Loans at the time of  purchase  being  less than 10% of the  aggregate  Stated
Principal Balance of the Mortgage Loans 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 Trust  Administrator,  by manual signature,  this Certificate shall not
be entitled to any benefit under the Agreement or be valid for any purpose.

<PAGE>

IN WITNESS WHEREOF,  the Trust Administrator has caused this Certificate to be
duly executed.

Dated: February ___, 2006


                                          Citibank, N.A., as Trust Administrator


                                          By:___________________________________
                                                    Authorized Officer



                          CERTIFICATE OF AUTHENTICATION

      This  is one of the  Certificates  referred  to in the  within-mentioned
      Agreement.


                                          Citibank, N.A., as Trust Administrator


                                          By:___________________________________
                                                    Authorized Signatory

<PAGE>

                                  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               _____________________________
   if survivorship and not as                                (State)
   tenants in common

      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  Asset-Backed  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

<PAGE>

                            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.

<PAGE>

                                  EXHIBIT A-18

                           FORM OF CLASS 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 SECTION 5.02 OF
  THE AGREEMENT.

  NO  TRANSFER OF THIS  CERTIFICATE  TO AN  EMPLOYEE  BENEFIT  PLAN OR OTHER
  RETIREMENT  ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
  ACT OF  1974,  AS  AMENDED,  OR THE  CODE  WILL BE  REGISTERED  EXCEPT  IN
  COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN.



Series: 2006-WFHE1                        Aggregate     Certificate    Principal
                                          Balance  of the  Class P  Certificates
                                          as of the Issue Date: $100.00

Cut-off  Date and date of Pooling and     Denomination: $100.00
Servicing Agreement: February 1, 2006

First Distribution Date: March 27, 2006   Servicer:  Wells Fargo Bank, N.A.

No. 1                                     Trust Administrator:  Citibank, N.A.
                                          Trustee:     U.S.     Bank    National
                                          Association

                                          Issue Date: February 28, 2006

      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.

<PAGE>

                      ASSET BACKED 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,
fixed-rate  and  adjustable-rate,  first lien and second 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  SERVICER,  THE TRUST
      ADMINISTRATOR,  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 Realty Corp. 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 P  Certificates  as of the Issue  Date) in that  certain
beneficial  ownership  interest  evidenced by all the Class P Certificates  in
REMIC II 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 Servicer 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 25th day of each  month  or,  if such  25th 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  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  Trust  Administrator  by
wire  transfer  in  immediately  available  funds to the account of the Person
entitled   thereto  if  such  Person   shall  have  so   notified   the  Trust
Administrator  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 Trust  Administrator  of the pendency of such  distribution  and
only upon  presentation  and  surrender of this  Certificate  at the office or
agency  appointed by the Trust  Administrator  for that purpose as provided in
the Agreement.

            This   Certificate   is  one  of  a  duly   authorized   issue  of
Certificates  designated  as Asset  Backed  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 the 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 Servicer,  the Trust Administrator and the Trustee and the
rights  of the  Certificateholders  under  the  Agreement  at any  time by the
Depositor,  the  Servicer,  the Trust  Administrator  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 Trust  Administrator  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 Trust  Administrator  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  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 Trust  Administrator 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  or the  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 Trust  Administrator  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  Trust  Administrator,  the  Depositor,  the  Servicer  and  any
Sub-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(b) 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 Trust
Administrator  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 Servicer, the Trust Administrator,  the Trustee
and any agent of the Depositor,  the Servicer,  the Trust Administrator 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 Servicer,
the Trust  Administrator,  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  Trust  Administrator  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 REMIC I and (ii) the purchase by the party
designated  in  the  Agreement  at a  price  determined  as  provided  in  the
Agreement from REMIC I 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  REMIC I all the
Mortgage Loans and all property  acquired in respect of any Mortgage Loan at a
price  determined  as provided in the  Agreement.  The  exercise of such right
will effect  early  retirement  of the  Certificates;  however,  such right to
purchase is subject to the aggregate Stated Principal  Balance of the Mortgage
Loans at the time of  purchase  being  less than 10% of the  aggregate  Stated
Principal Balance of the Mortgage Loans 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 Trust  Administrator,  by manual signature,  this Certificate shall not
be entitled to any benefit under the Agreement or be valid for any purpose.

<PAGE>

IN WITNESS WHEREOF,  the Trust Administrator has caused this Certificate to be
duly executed.

Dated: February ___, 2006


                                          Citibank, N.A., as Trust Administrator


                                          By:___________________________________
                                                    Authorized Officer



                          CERTIFICATE OF AUTHENTICATION

      This  is one of the  Certificates  referred  to in the  within-mentioned
      Agreement.


                                          Citibank, N.A., as Trust Administrator


                                          By:___________________________________
                                                    Authorized Signatory

<PAGE>

                                  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               _____________________________
   if survivorship and not as                                (State)
   tenants in common

      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  Asset-Backed  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

<PAGE>

                            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.

<PAGE>

                                  EXHIBIT A-19

                           FORM OF CLASS 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, AS AMENDED (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 AGREEMENT  REFERRED TO
HEREIN.

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 SECTION 5.02 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"),  OR THE 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(D) OF THE
AGREEMENT REFERRED TO HEREIN. ANY PERSON THAT IS A DISQUALIFIED  ORGANIZATION IS
PROHIBITED FROM ACQUIRING BENEFICIAL OWNERSHIP OF THIS CERTIFICATE.

Series 2006-WFHE1                           Aggregate Percentage Interest of the
                                            Class R Certificates as of the Issue
                                            Date: 100%
Cut-off Date and date of Pooling and
Servicing Agreement: February 1, 2006

First Distribution Date: March 27, 2006     Servicer:  Wells Fargo Bank, N.A.

No. 1                                       Trust Administrator:  Citibank, N.A.

                                            Trustee: U.S. Bank National
                                            Association

                                            Issue Date: February 28, 2006

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.

<PAGE>

                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing  a  beneficial  ownership  interest in a portion of a Trust Fund (the
"Trust  Fund")   consisting   primarily  of  a  pool  of  conventional  one-  to
four-family, 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  SERVICER,  THE TRUST
      ADMINISTRATOR,  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 R Certificates as of
the Issue Date) in that certain  beneficial  ownership interest evidenced by all
the Class R Certificates  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  Servicer,  the Trust  Administrator  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 25th day of each  month or, if such 25th 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 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 Trust  Administrator  by wire
transfer in immediately  available  funds to the account of the Person  entitled
thereto if such Person shall have so notified the Trust Administrator 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 Trust Administrator of the
pendency of such  distribution and only upon  presentation and surrender of this
Certificate  at the office or agency  appointed by the Trust  Administrator  for
that purpose as provided in the Agreement.

            This  Certificate is one of a duly authorized  issue of Certificates
designated as Asset-Backed  Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest in the Class of Certificates equal to the denomination specified on the
face hereof divided by the aggregate  Certificate Principal Balance of the Class
of Certificates specified on the face hereof.

            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 Servicer, the Trust Administrator, the Trustee, and the rights of
the  Certificateholders  under the Agreement at any time by the  Depositor,  the
Servicer,  the Trust  Administrator  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.

            Any resale, transfer or other disposition of this certificate may be
made only in  accordance  with the  provisions  of section 5.02 of the agreement
referred to herein.

            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 Trust  Administrator  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 Trust  Administrator  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 Trust  Administrator  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.

            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 Trust Administrator 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  or the 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 Trust  Administrator  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 Trust  Administrator,  the
Depositor,  the Servicer and any  Sub-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(b) of the Agreement.

            Prior to registration of any transfer,  sale or other disposition of
this   Certificate,   the  proposed   transferee  shall  provide  to  the  Trust
Administrator  (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 REMIC I and REMIC II, (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 the Trust Fund to cease
to qualify as a REMIC or cause the imposition of a tax upon REMIC I or REMIC II.

            No service charge will be made for any such registration of transfer
or exchange of Certificates,  but the Trust Administrator 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 Servicer,  the Trust Administrator,  the Trustee
and any agent of the Depositor,  the Servicer,  the Trust  Administrator  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  Servicer,  the
Trust Administrator,  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 Trust  Administrator and required to be paid to them pursuant to the
Agreement  following the earlier of (i) the purchase by the holders of the Class
X  Certificates  or the Servicer of all Mortgage  Loans and related REO Property
remaining  in REMIC I,  (ii) the  final  payment  or other  liquidation  (or any
advance  with  respect  thereto)  of the  last  Mortgage  Loan  or REO  Property
remaining in REMIC I. The  Agreement  permits,  but does not require,  the party
designated in the Agreement to purchase from REMIC I all the Mortgage  Loans and
all property  acquired in respect of any Mortgage Loan at a price  determined as
provided  in the  Agreement.  The  exercise  of such  right  will  effect  early
retirement of the  Certificates;  however,  such right to purchase is subject to
the  aggregate  Stated  Principal  Balance of the Mortgage  Loans at the time of
purchase being less than 10% of the aggregate  principal balance of the Mortgage
Loans as of the Cut-off Date.

            The recitals  contained  herein shall be taken as  statements of the
Depositor,  and none of the  Trustee,  Servicer  or Trust  Administrator  assume
responsibility for their correctness.

            Unless the certificate of authentication hereon has been executed by
the Trust Administrator, by manual signature, this Certificate shall not
be entitled to any benefit under the Agreement or be valid for any purpose.

<PAGE>

IN WITNESS WHEREOF,  the Trust  Administrator  has caused this Certificate to be
duly executed.

Dated: February ___, 2006


                                          Citibank, N.A., as Trust Administrator


                                          By:___________________________________
                                                    Authorized Officer



                          CERTIFICATE OF AUTHENTICATION

This is one of the Certificates referred to in the within-mentioned Agreement.


                                          Citibank, N.A., as Trust Administrator


                                          By:___________________________________
                                                    Authorized Signatory

<PAGE>

                                  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               _____________________________
   if survivorship and not as                                (State)
   tenants in common

      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  Asset-Backed  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

<PAGE>

                            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.

<PAGE>

                                  EXHIBIT A-20

                          FORM OF CLASS R-X 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, AS AMENDED (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 AGREEMENT  REFERRED TO
HEREIN.

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 SECTION 5.02 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"),  OR THE 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(D) OF THE
AGREEMENT REFERRED TO HEREIN. ANY PERSON THAT IS A DISQUALIFIED  ORGANIZATION IS
PROHIBITED FROM ACQUIRING BENEFICIAL OWNERSHIP OF THIS CERTIFICATE.

Series 2006-WFHE1                        Aggregate Percentage Interest of the
                                         Class R-X Certificates as of the
                                         Issue Date: 100%
Cut-off Date and date of Pooling and
Servicing Agreement: February 1, 2006

First Distribution Date: March 27, 2006  Servicer:  Wells Fargo Bank, N.A.

No. 1                                    Trust Administrator:  Citibank, N.A.

                                         Trustee:     U.S.    Bank    National
                                         Association

                                         Issue Date: February 28, 2006

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.

<PAGE>

                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing  a  beneficial  ownership  interest in a portion of a Trust Fund (the
"Trust  Fund")   consisting   primarily  of  a  pool  of  conventional  one-  to
four-family, 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  SERVICER,  THE TRUST
      ADMINISTRATOR,  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 R-X
Certificates as of the Issue Date) in that certain beneficial ownership interest
evidenced by all the Class R-X  Certificates  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  Servicer,  the Trust
Administrator 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 25th day of each  month or, if such 25th 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 R-X 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 Trust  Administrator  by wire
transfer in immediately  available  funds to the account of the Person  entitled
thereto if such Person shall have so notified the Trust Administrator 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 Trust Administrator of the
pendency of such  distribution and only upon  presentation and surrender of this
Certificate  at the office or agency  appointed by the Trust  Administrator  for
that purpose as provided in the Agreement.

            This  Certificate is one of a duly authorized  issue of Certificates
designated as Asset-Backed  Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest in the Class of Certificates equal to the denomination specified on the
face hereof divided by the aggregate  Certificate Principal Balance of the Class
of Certificates specified on the face hereof.

            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 Servicer, the Trust Administrator, the Trustee, and the rights of
the  Certificateholders  under the Agreement at any time by the  Depositor,  the
Servicer,  the Trust  Administrator  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.

            Any resale, transfer or other disposition of this certificate may be
made only in  accordance  with the  provisions  of section 5.02 of the agreement
referred to herein.

            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 Trust  Administrator  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 Trust  Administrator  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 Trust  Administrator  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.

            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 Trust Administrator 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  or the 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 Trust  Administrator  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 Trust  Administrator,  the
Depositor,  the Servicer and any  Sub-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(b) of the Agreement.

            Prior to registration of any transfer,  sale or other disposition of
this   Certificate,   the  proposed   transferee  shall  provide  to  the  Trust
Administrator  (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-X  Certificates  have  been  designated  as a
residual  interest in REMIC I and REMIC II, (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-X 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 the Trust Fund to cease
to qualify as a REMIC or cause the imposition of a tax upon REMIC I or REMIC II.

            No service charge will be made for any such registration of transfer
or exchange of Certificates,  but the Trust Administrator 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 Servicer,  the Trust Administrator,  the Trustee
and any agent of the Depositor,  the Servicer,  the Trust  Administrator  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  Servicer,  the
Trust Administrator,  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 Trust  Administrator and required to be paid to them pursuant to the
Agreement  following the earlier of (i) the purchase by the holders of the Class
X  Certificates  or the Servicer of all Mortgage  Loans and related REO Property
remaining  in REMIC I,  (ii) the  final  payment  or other  liquidation  (or any
advance  with  respect  thereto)  of the  last  Mortgage  Loan  or REO  Property
remaining in REMIC I. The  Agreement  permits,  but does not require,  the party
designated in the Agreement to purchase from REMIC I all the Mortgage  Loans and
all property  acquired in respect of any Mortgage Loan at a price  determined as
provided  in the  Agreement.  The  exercise  of such  right  will  effect  early
retirement of the  Certificates;  however,  such right to purchase is subject to
the  aggregate  Stated  Principal  Balance of the Mortgage  Loans at the time of
purchase being less than 10% of the aggregate  principal balance of the Mortgage
Loans as of the Cut-off Date.

            The recitals  contained  herein shall be taken as  statements of the
Depositor,  and none of the  Trustee,  Servicer  or Trust  Administrator  assume
responsibility for their correctness.

            Unless the certificate of authentication hereon has been executed by
the Trust  Administrator,  by manual  signature,  this Certificate  shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

<PAGE>

IN WITNESS WHEREOF,  the Trust  Administrator  has caused this Certificate to be
duly executed.

Dated: February ___, 2006


                                          Citibank, N.A., as Trust Administrator


                                          By:___________________________________
                                                    Authorized Officer



                          CERTIFICATE OF AUTHENTICATION

      This  is one of the  Certificates  referred  to in the  within-mentioned
      Agreement.


                                          Citibank, N.A., as Trust Administrator


                                          By:___________________________________
                                                    Authorized Signatory

<PAGE>

                                  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               _____________________________
   if survivorship and not as                                (State)
   tenants in common

      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  Asset-Backed  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

<PAGE>

                            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.

<PAGE>

                                    EXHIBIT B

                        FORM 10-D, FORM 8-K AND FORM 10-K
                            REPORTING RESPONSIBILITY

As to each item  described  below,  the entity  indicated  as the  Responsible
Party shall be primarily  responsible  for  reporting the  information  to the
Trust   Administrator   pursuant   to  Section   4.07(a)(iv).   If  the  Trust
Administrator is indicated below as to any item, then the Trust  Administrator
is primarily responsible for obtaining that information.

Under Item 1 of Form 10-D:  a) items marked "4.02  statement"  are required to
be included in the periodic  Distribution  Date statement  under Section 4.02,
provided by the Trust  Administrator  based on  information  received from the
Servicer;  and b) items  marked  "Form 10-D  report" are required to be in the
Form  10-D  report  but  not  the  4.02  statement,   provided  by  the  party
indicated.  Information  under all other  Items of Form 10-D is to be included
in the Form 10-D report.

<TABLE>
<CAPTION>
   FORM               ITEM                              DESCRIPTION                           RESPONSIBLE PARTY
------------------------------------------------------------------------------------------------------------------
10-D               Must be filed within 15 days of the Distribution Date.
------------------------------------------------------------------------------------------------------------------
<S>         <C>                       <C>                                                 <C>
                        1             DISTRIBUTION AND POOL PERFORMANCE INFORMATION
                                      ----------------------------------------------------------------------------
                                      ITEM   1121(A)  -   DISTRIBUTION   AND  POOL
                                      PERFORMANCE INFORMATION
                                      ----------------------------------------------------------------------------
                                      (1) Any  applicable  record  dates,  accrual        4.02 statement
                                      dates,  determination  dates for calculating
                                      distributions and actual  distribution dates
                                      for the distribution period.

                                      (2)  Cash  flows  received  and the  sources        4.02 statement
                                      thereof   for   distributions,    fees   and
                                      expenses.

                                      (3) Calculated  amounts and  distribution of        4.02 statement
                                      the flow of funds  for the  period  itemized
                                      by type and priority of payment, including:

                                              (i)  Fees or  expenses  accrued  and        4.02 statement
                                      paid, with an  identification of the general
                                      purpose   of  such   fees   and  the   party
                                      receiving such fees or expenses.

                                              (ii)  Payments  accrued or paid with        4.02 statement
                                      respect  to  enhancement  or  other  support
                                      identified  in Item  1114 of  Regulation  AB
                                      (such  as   insurance   premiums   or  other
                                      enhancement   maintenance   fees),  with  an
                                      identification  of the  general  purpose  of
                                      such payments and the party  receiving  such
                                      payments.

                                              (iii) Principal,  interest and other        4.02 statement
                                      distributions   accrued   and  paid  on  the
                                      asset-backed   securities  by  type  and  by
                                      class  or  series  and  any   principal   or
                                      interest shortfalls or carryovers.

                                              (iv) The amount of excess  cash flow        4.02 statement
                                      or  excess  spread  and the  disposition  of
                                      excess cash flow.

                                      (4) Beginning and ending principal  balances        4.02 statement
                                      of the asset-backed securities.

                                      (5) Interest  rates  applicable  to the pool        4.02 statement
                                      assets and the asset-backed  securities,  as
                                      applicable.   Consider   providing  interest
                                      rate   information   for  pool   assets   in
                                      appropriate    distributional    groups   or
                                      incremental ranges.

                                      (6)   Beginning   and  ending   balances  of        4.02 statement
                                      transaction   accounts,   such  as   reserve
                                      accounts,   and  material  account  activity
                                      during the period.

                                      (7)  Any   amounts   drawn  on  any   credit        4.02 statement
                                      enhancement  or other support  identified in
                                      Item 1114 of Regulation  AB, as  applicable,
                                      and the amount of coverage  remaining  under
                                      any   such   enhancement,   if   known   and
                                      applicable.

                                      (8) Number and amount of pool  assets at the        4.02 statement
                                      beginning  and  ending of each  period,  and
                                      updated pool composition  information,  such        Updated pool
                                      as   weighted   average   coupon,   weighted        composition
                                      average  life,  weighted  average  remaining        information fields to
                                      term, pool factors and prepayment amounts.          be as specified by
                                                                                          Depositor from time to
                                                                                          time

                                      (9)  Delinquency  and loss  information  for        4.02 statement.
                                      the period.
                                                                                          Form    10-D    report:
                                      In addition,  describe any material  changes        Depositor
                                      to  the   information   specified   in  Item
                                      1100(b)(5)  of  Regulation  AB regarding the
                                      pool assets.

                                      (10)  Information  on the amount,  terms and        4.02 statement
                                      general  purpose  of any  advances  made  or
                                      reimbursed during the period,  including the
                                      general  use  of  funds   advanced  and  the
                                      general source of funds for reimbursements.

                                      (11) Any material modifications,  extensions        Form    10-D    report:
                                      or  waivers  to  pool  asset  terms,   fees,        Trust     Administrator
                                      penalties    or    payments    during    the        (to the  extent  of the
                                      distribution    period    or    that    have        Trust   Administrator's
                                      cumulatively become material over time.             actual knowledge)

                                      (12)   Material   breaches   of  pool  asset        Form 10-D report
                                      representations     or     warranties     or
                                      transaction covenants.

                                      (13)  Information  on  ratio,   coverage  or        4.02 statement
                                      other tests used for  determining  any early
                                      amortization,     liquidation    or    other
                                      performance  trigger and whether the trigger
                                      was met.

                                      (14) Information  regarding any new issuance        Form    10-D    report:
                                      of  asset-backed  securities  backed  by the        Depositor
                                      same asset pool,
                                      [information   regarding]   any  pool  asset        Form    10-D    report:
                                      changes  (other  than in  connection  with a        Depositor
                                      pool   asset   converting   into   cash   in
                                      accordance   with   its   terms),   such  as
                                      additions or removals in  connection  with a
                                      prefunding  or  revolving  period  and  pool
                                      asset  substitutions  and  repurchases  (and        Form    10-D    report:
                                      purchase  rates,  if  applicable),  and cash        Depositor
                                      flows available for future  purchases,  such
                                      as  the  balances  of  any   prefunding   or
                                      revolving accounts, if applicable.
                                      Disclose   any   material   changes  in  the
                                      solicitation,               credit-granting,
                                      underwriting,  origination,  acquisition  or
                                      pool selection  criteria or  procedures,  as
                                      applicable,  used to  originate,  acquire or
                                      select the new pool assets.
                                      ----------------------------------------------------------------------------
                                      ITEM  1121(B)  -  PRE-FUNDING  OR  REVOLVING        Depositor
                                      PERIOD INFORMATION
                                      ----------------------------------------------------------------------------
                                      Updated pool  information  as required under
                                      Item 1121(b).
------------------------------------------------------------------------------------------------------------------
                   2                  LEGAL PROCEEDINGS
------------------------------------------------------------------------------------------------------------------
                                      Item  1117  -  Legal   proceedings   pending
                                      against  the  following  entities,  or their
                                      respective  property,  that is  material  to
                                      Certificateholders,   including  proceedings        Seller
                                      known  to be  contemplated  by  governmental        Depositor
                                      authorities:                                        Trustee
                                      Seller                                              Trust Administrator
                                      Depositor                                           Depositor
                                      Trustee                                             Servicer
                                      Trust Administrator                                 Originator
                                      Issuing entity                                      Custodian
                                      Servicer
                                      Originator
                                      Custodian
------------------------------------------------------------------------------------------------------------------
                   3                  SALES OF SECURITIES AND USE OF PROCEEDS
------------------------------------------------------------------------------------------------------------------
                                      INFORMATION  FROM  ITEM  2(A)  OF PART II OF
                                      FORM 10-Q:

                                      With  respect to any sale of  securities  by        Depositor
                                      the sponsor,  depositor  or issuing  entity,
                                      that are  backed by the same  asset  pool or
                                      are otherwise  issued by the issuing entity,
                                      whether  or  not  registered,   provide  the
                                      sales  and use of  proceeds  information  in
                                      Item   701  of   Regulation   S-K.   Pricing
                                      information  can be  omitted  if  securities
                                      were not registered.
------------------------------------------------------------------------------------------------------------------
                   4                  DEFAULTS UPON SENIOR SECURITIES
------------------------------------------------------------------------------------------------------------------
                                      INFORMATION  FROM  ITEM 3 OF PART II OF FORM
                                      10-Q:
                                      ----------------------------------------------------------------------------
                                      Report  the   occurrence  of  any  Event  of                  N/A
                                      Default  (after   expiration  of  any  grace
                                      period and provision of any required notice)
------------------------------------------------------------------------------------------------------------------
                   5                  SUBMISSION OF MATTERS TO A VOTE OF SECURITY
                                      HOLDERS
------------------------------------------------------------------------------------------------------------------
                                      INFORMATION FROM ITEM 4 OF PART II OF FORM          Depositor    or   Trust
                                      10-Q                                                Administrator  (to  the
                                                                                          extent   of  the  Trust
                                                                                          Administrator's  actual
                                                                                          knowledge)
------------------------------------------------------------------------------------------------------------------
                   6                  SIGNIFICANT OBLIGORS OF POOL ASSETS
------------------------------------------------------------------------------------------------------------------
                                      ITEM   1112(B)   -    SIGNIFICANT    OBLIGOR        Depositor
                                      FINANCIAL INFORMATION*

                                      *This  information  need only be reported on
                                      the Form  10-D for the  distribution  period
                                      in which  updated  information  is  required
                                      pursuant to the Item.
------------------------------------------------------------------------------------------------------------------
                   7                  SIGNIFICANT ENHANCEMENT PROVIDER INFORMATION
------------------------------------------------------------------------------------------------------------------
                                      ITEM   1114(B)(2)   -   CREDIT   ENHANCEMENT
                                      PROVIDER FINANCIAL INFORMATION*
                                      ----------------------------------------------------------------------------
                                      Determining applicable disclosure threshold         Depositor
                                      Obtaining required financial  information or
                                      effecting incorporation by reference                Depositor

                                      ITEM  1115(B)  -   DERIVATIVE   COUNTERPARTY
                                      FINANCIAL INFORMATION*
                                      Determining    current   maximum    probable        Depositor
                                      exposure
                                      Determining current significance percentage
                                      Obtaining required financial  information or        Trust Administrator
                                      effecting incorporation by reference                Depositor

                                      *This  information  need only be reported on
                                      the Form  10-D for the  distribution  period
                                      in which  updated  information  is  required
                                      pursuant to the Items.
------------------------------------------------------------------------------------------------------------------
                   8                  OTHER INFORMATION
------------------------------------------------------------------------------------------------------------------
                                      DISCLOSE  ANY  INFORMATION  REQUIRED  TO  BE        The Responsible Party
                                      REPORTED  ON  FORM  8-K  DURING  THE  PERIOD        for the applicable
                                      COVERED BY THE FORM 10-D BUT NOT REPORTED           Form 8-K item as
                                                                                          indicated below
------------------------------------------------------------------------------------------------------------------
                   9                  EXHIBITS
------------------------------------------------------------------------------------------------------------------
                                      Distribution report                                 Trust Administrator

                                      EXHIBITS  REQUIRED BY ITEM 601 OF REGULATION        Depositor
                                      S-K, SUCH AS MATERIAL AGREEMENTS
------------------------------------------------------------------------------------------------------------------
8-K                Must be filed within four business days of an event reportable on Form 8-K.
------------------------------------------------------------------------------------------------------------------
                   1.01               ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
------------------------------------------------------------------------------------------------------------------
                                      Disclosure is required  regarding  entry into       Depositor
                                      or  amendment  of  any  definitive  agreement
                                      that is material to the securitization,  even
                                      if depositor is not a party.
                                      Examples:   servicing  agreement,   custodial
                                      agreement.
                                      Note:   disclosure   not   required   as   to
                                      definitive    agreements   that   are   fully
                                      disclosed in the prospectus
------------------------------------------------------------------------------------------------------------------
                   1.02               TERMINATION   OF   A   MATERIAL    DEFINITIVE
                                      AGREEMENT
------------------------------------------------------------------------------------------------------------------
                                      Disclosure is required regarding  termination       Depositor
                                      of   any   definitive   agreement   that   is
                                      material  to the  securitization  (other than
                                      expiration  in  accordance  with its  terms),
                                      even if depositor is not a party.
                                      Examples:   servicing  agreement,   custodial
                                      agreement.

------------------------------------------------------------------------------------------------------------------
                   1.03               BANKRUPTCY OR RECEIVERSHIP
------------------------------------------------------------------------------------------------------------------
                                      Disclosure   is   required    regarding   the       Trust Administrator
                                      bankruptcy  or  receivership  with respect to       (to the extent of the
                                      any of the following:                               Trust Administrator's
                                      Sponsor (Seller), Depositor,  Servicer, Trust       actual knowledge)
                                      Administrator, Cap Provider, Custodian
------------------------------------------------------------------------------------------------------------------
                   2.04               TRIGGERING EVENTS THAT ACCELERATE OR
                                      INCREASE A DIRECT FINANCIAL OBLIGATION OR AN
                                      OBLIGATION UNDER AN OFF-BALANCE SHEET
                                      ARRANGEMENT
------------------------------------------------------------------------------------------------------------------
                                      Includes an early  amortization,  performance       Trust    Administrator
                                      trigger or other  event,  including  event of       (to the  extent of the
                                      default,  that  would  materially  alter  the       Trust  Administrator's
                                      payment    priority/distribution    of   cash       actual knowledge)
                                      flows/amortization schedule.
                                      Disclosure  will be made of events other than
                                      waterfall  triggers  which are  disclosed  in
                                      the 4.02 statement
------------------------------------------------------------------------------------------------------------------
                   3.03               MATERIAL MODIFICATION TO RIGHTS OF SECURITY
                                      HOLDERS
------------------------------------------------------------------------------------------------------------------
                                      Disclosure is required of any material              Trust Administrator
                                      modification to documents defining the
                                      rights of Certificateholders, including the
                                      Pooling and Servicing Agreement
------------------------------------------------------------------------------------------------------------------
                   5.03               AMENDMENTS TO ARTICLES OF INCORPORATION OR
                                      BYLAWS; CHANGE IN FISCAL YEAR
------------------------------------------------------------------------------------------------------------------
                                      Disclosure is required of any amendment "to         Depositor
                                      the governing documents of the issuing
                                      entity"
------------------------------------------------------------------------------------------------------------------
                   5.06               CHANGE IN SHELL COMPANY STATUS
------------------------------------------------------------------------------------------------------------------
                                     [Not applicable to ABS issuers]                     Depositor
------------------------------------------------------------------------------------------------------------------
                   6.01               ABS INFORMATIONAL AND COMPUTATIONAL MATERIAL
------------------------------------------------------------------------------------------------------------------
                                      [Not included in reports to be filed under          Depositor
                                      Section 4.07]
------------------------------------------------------------------------------------------------------------------
                   6.02               CHANGE   OF   SERVICER,   TRUSTEE   OR  TRUST
                                      ADMINISTRATOR
------------------------------------------------------------------------------------------------------------------
                                      Requires    disclosure    of   any   removal,       Trust Administrator
                                      replacement,  substitution or addition of any       or Servicer
                                      master servicer,  affiliated servicer,  other
                                      servicer   servicing  10%  or  more  of  pool
                                      assets  at time  of  report,  other  material
                                      servicers,  trust  administrator  or trustee.
                                      Reg AB  disclosure  about  any new  servicer,
                                      trust   administrator   or  trustee  is  also
                                      required.
------------------------------------------------------------------------------------------------------------------
                   6.03               CHANGE IN CREDIT ENHANCEMENT OR OTHER
                                      EXTERNAL SUPPORT
------------------------------------------------------------------------------------------------------------------
                                      Covers  termination  of  any  enhancement  in       Depositor
                                      manner other than by its terms,  the addition
                                      of an  enhancement,  or a material  change in
                                      the   enhancement   provided.    Applies   to
                                      external  credit   enhancements  as  well  as
                                      derivatives.  Reg  AB  disclosure  about  any
                                      new enhancement provider is also required.
------------------------------------------------------------------------------------------------------------------
                   6.04               FAILURE TO MAKE A REQUIRED DISTRIBUTION             Trust Administrator
------------------------------------------------------------------------------------------------------------------
                   6.05               SECURITIES ACT UPDATING DISCLOSURE
------------------------------------------------------------------------------------------------------------------
                                      If any material pool  characteristic  differs       Depositor
                                      by 5% or more at the time of  issuance of the
                                      securities  from the description in the final
                                      prospectus,    provide    updated    Reg   AB
                                      disclosure about the actual asset pool.
                                      ----------------------------------------------      -----------------------
                                      If   there   are   any   new   servicers   or       Depositor
                                      originators  required to be  disclosed  under
                                      Regulation  AB as a result of the  foregoing,
                                      provide the  information  called for in Items
                                      1108 and 1110 respectively.
------------------------------------------------------------------------------------------------------------------
                   7.01               REGULATION FD DISCLOSURE                            Depositor
------------------------------------------------------------------------------------------------------------------
                   8.01               OTHER EVENTS
------------------------------------------------------------------------------------------------------------------
                                      Any event,  with respect to which information       Depositor
                                      is not  otherwise  called  for in  Form  8-K,
                                      that the  registrant  deems of  importance to
                                      security holders.
------------------------------------------------------------------------------------------------------------------
                   9.01               FINANCIAL STATEMENTS AND EXHIBITS                            N/A
------------------------------------------------------------------------------------------------------------------
10-K               Must be filed within 90 days of the fiscal year end for the registrant.
------------------------------------------------------------------------------------------------------------------
                   9B                 OTHER INFORMATION
------------------------------------------------------------------------------------------------------------------
                                      Disclose   any   information   required  to  be        Depositor
                                      reported on Form 8-K during the fourth  quarter
                                      covered by the Form 10-K but not reported
------------------------------------------------------------------------------------------------------------------
                   15                 EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
------------------------------------------------------------------------------------------------------------------
                                      ITEM 1112(B) -  SIGNIFICANT  OBLIGOR  FINANCIAL                N/A
                                      INFORMATION
                                      ------------------------------------------------       ---------------------
                                      ITEM 1114(B)(2) - CREDIT  ENHANCEMENT  PROVIDER
                                      FINANCIAL INFORMATION
                                      Determining applicable disclosure threshold            Depositor
                                      Obtaining  required  financial  information  or        Depositor
                                      effecting incorporation by reference
                                      ------------------------------------------------       ---------------------
                                      ITEM   1115(B)   -   DERIVATIVE    COUNTERPARTY
                                      FINANCIAL INFORMATION
                                      Determining current maximum probable exposure          Trust Administrator
                                      Determining current significance percentage
                                      Obtaining  required  financial  information  or        Trust Administrator
                                      effecting incorporation by reference
                                                                                             Depositor

                                      Item  1119  -  Affiliations  and  relationships
                                      between  the  following   entities,   or  their
                                      respective  affiliates entered into outside the
                                      ordinary  course  of  business  or is on  terms
                                      other  than  would  be  obtained  in  an  arm's
                                      length  transaction  with  an  unrelated  third
                                      party,  apart from the asset-backed  securities
                                      transaction,     that    are     material    to        Seller
                                      Certificateholders:                                    Depositor
                                      Seller                                                 Trustee
                                      Depositor                                              Trust Administrator
                                      Trustee                                                Issuing entity
                                      Trust Administrator                                    Servicer
                                      Issuing entity                                         Originator
                                      Servicer                                               Custodian
                                      Originator                                             Depositor
                                      Custodian                                              Depositor
                                      Credit Enhancer/Support Provider, if any
                                      Significant Obligor, if any
------------------------------------------------------------------------------------------------------------------
                                      ITEM  1122  -  ASSESSMENT  OF  COMPLIANCE  WITH        Each           Party
                                      SERVICING CRITERIA                                     participating     in
                                                                                             the        servicing
                                                                                             function
------------------------------------------------------------------------------------------------------------------
                                      ITEM 1123 - SERVICER COMPLIANCE STATEMENT              Servicer
------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

                                          EXHIBIT C

                              SERVICING CRITERIA TO BE ADDRESSED
                                 IN ASSESSMENT OF COMPLIANCE

Definitions

Primary Servicer - transaction party having borrower contact

Master Servicer - aggregator of pool assets

Trust Administrator - waterfall calculator (may be the Trustee, or may be the
Master Servicer)

Back-up Servicer - named in the transaction (in the event a Back up Servicer
becomes the Primary Servicer, follow Primary Servicer obligations)

Custodian - safe keeper of pool assets

Paying Agent - distributor of funds to ultimate investor (Trust Administrator
performs this function)

Trustee - fiduciary of the transaction

Note: The definitions above describe the essential function that the party
performs, rather than the party's title. So, for example, in a particular
transaction, the trustee may perform the "paying agent" and "trust
administrator" functions, while in another transaction, the trust administrator
may perform these functions.

Where there are multiple checks for criteria the attesting party will identify
in their management assertion that they are attesting only to the portion of the
distribution chain they are responsible for in the related transaction
agreements.

KEY:
X - obligation


<TABLE>
<CAPTION>
REG AB                                                   PRIMARY          MASTER         TRUST
REFERENCE             SERVICING CRITERIA                 SERVICER         SERVICER       ADMINISTRATOR
---------------       ----------------------------       ----------       --------       -------------
                      GENERAL SERVICING CONSIDERATIONS
------------------------------------------------------------------------------------------------------
<S>                   <C>                                <C>              <C>            <C>
1122(d)(1)(i)         Policies   and   procedures           X                X
                      are  instituted  to monitor
                      any  performance  or  other
                      triggers   and   events  of
                      default in accordance  with
                      the transaction agreements.
---------------       ----------------------------       ---------       ----------       ------------
1122(d)(1)(ii)        If any  material  servicing           X                X
                      activities  are  outsourced
                      to third parties,  policies
                      and      procedures     are
                      instituted  to monitor  the
                      third  party's  performance
                      and  compliance  with  such
                      servicing activities.
---------------       ----------------------------       ---------       ----------       ------------
                      Any   requirements  in  the
                      transaction  agreements  to
                      maintain      a     back-up
                      servicer   for   the   Pool
1122(d)(1)(iii)       Assets are maintained.
---------------       ----------------------------       ---------       ----------       ------------
1122(d)(1)(iv)        A fidelity  bond and errors           X                X
                      and omissions  policy is in
                      effect    on   the    party
                      participating     in    the
                      servicing          function
                      throughout   the  reporting
                      period  in  the  amount  of
                      coverage  required  by  and
                      otherwise   in   accordance
                      with   the   terms  of  the
                      transaction agreements.
---------------       ----------------------------       ---------       ----------       ------------
                      CASH COLLECTION AND
                      ADMINISTRATION
---------------       ----------------------------       ---------       ----------       ------------
1122(d)(2)(i)         Payments   on  pool  assets           X                X                 X
                      are   deposited   into  the
                      appropriate  custodial bank
                      accounts  and related  bank
                      clearing  accounts  no more
                      than  two   business   days
                      following receipt,  or such
                      other    number   of   days
                      specified       in      the
                      transaction agreements.
---------------       ----------------------------       ---------       ----------       ------------
                      Disbursements    made   via           X                X                 X
                      wire  transfer on behalf of
                      an   obligor   or   to   an
                      investor  are made  only by
1122(d)(2)(ii)        authorized personnel.
---------------       ----------------------------       ---------       ----------       ------------
                      Advances    of   funds   or           X                X
                      guarantees        regarding
                      collections,  cash flows or
                      distributions,    and   any
                      interest   or  other   fees
                      charged for such  advances,
                      are  made,   reviewed   and
                      approved  as  specified  in
                      the             transaction
1122(d)(2)(iii)       agreements.
---------------       ----------------------------       ---------       ----------       ------------
                      The  related  accounts  for                                              X
                      the  transaction,  such  as
                      cash  reserve  accounts  or
                      accounts  established  as a
                      form         of        over
                      collateralization,      are
                      separately       maintained
                      (e.g.,   with   respect  to
                      commingling   of  cash)  as
                      set     forth     in    the
1122(d)(2)(iv)        transaction agreements.
---------------       ----------------------------       ---------       ----------       ------------
                      Each  custodial  account is           X                X                 X
                      maintained  at a  federally
                      insured          depository
                      institution  as  set  forth
                      in     the      transaction
                      agreements.   For  purposes
                      of     this      criterion,
                      "federally          insured
                      depository     institution"
                      with  respect  to a foreign
                      financial       institution
                      means a  foreign  financial
                      institution  that meets the
                      requirements     of    Rule
                      13k-1(b)(1)      of     the
1122(d)(2)(v)         Securities Exchange Act. *
---------------       ----------------------------       ---------       ----------       ------------
                      Unissued     checks     are           X
                      safeguarded    so   as   to
                      prevent        unauthorized
1122(d)(2)(vi)        access.
---------------       ----------------------------       ---------       ----------       ------------
1122(d)(2)(vii)       Reconciliations         are           X                X                 X
                      prepared   on   a   monthly
                      basis for all  asset-backed
                      securities   related   bank
                      accounts,         including
                      custodial    accounts   and
                      related    bank    clearing
                      accounts.             These
                      reconciliations   are   (A)
                      mathematically    accurate;
                      (B)   prepared   within  30
                      calendar   days  after  the
                      bank    statement    cutoff
                      date,  or such other number
                      of  days  specified  in the
                      transaction     agreements;
                      (C)  reviewed  and approved
                      by  someone  other than the
                      person  who   prepared  the
                      reconciliation;   and   (D)
                      contain   explanations  for
                      reconciling   items.  These
                      reconciling    items    are
                      resolved      within     90
                      calendar   days  of   their
                      original    identification,
                      or  such  other  number  of
                      days   specified   in   the
                      transaction agreements.
---------------       ----------------------------       ---------       ----------       ------------
                      INVESTOR REMITTANCES AND
                      REPORTING
---------------       ----------------------------       ---------       ----------       ------------
1122(d)(3)(i)         Reports    to    investors,           X                X                 X
                      including   those   to   be
                      filed with the  Commission,
                      are      maintained      in
                      accordance     with     the
                      transaction  agreements and
                      applicable       Commission
                      requirements.
                      Specifically,  such reports
                      (A)   are    prepared    in
                      accordance  with timeframes
                      and  other  terms set forth
                      in     the      transaction
                      agreements;   (B)   provide
                      information  calculated  in
                      accordance  with the  terms
                      specified       in      the
                      transaction     agreements;
                      (C)  are  filed   with  the
                      Commission  as  required by
                      its rules and  regulations;
                      and    (D)    agree    with
                      investors'      or      the
                      trustee's   records  as  to
                      the total unpaid  principal
                      balance  and number of Pool
                      Assets   serviced   by  the
                      Servicer.
---------------       ----------------------------       ---------       ----------       ------------
                      Amounts  due  to  investors           X                X                 X
                      are  allocated and remitted
                      in     accordance      with
                      timeframes,    distribution
                      priority  and  other  terms
                      set     forth     in    the
1122(d)(3)(ii)        transaction agreements.
---------------       ----------------------------       ---------       ----------       ------------
                      Disbursements  made  to  an           X                X                 X
                      investor are posted  within
                      two  business  days  to the
                      Servicer's         investor
                      records,   or  such   other
                      number  of  days  specified
                      in     the      transaction
1122(d)(3)(iii)       agreements.
---------------       ----------------------------       ---------       ----------       ------------
                      Amounts     remitted     to           X                X                 X
                      investors  per the investor
                      reports      agree     with
                      cancelled  checks, or other
                      form   of    payment,    or
1122(d)(3)(iv)        custodial bank statements.
---------------       ----------------------------       ---------       ----------       ------------
                      POOL ASSET ADMINISTRATION
---------------       ----------------------------       ---------       ----------       ------------
1122(d)(4)(i)         Collateral  or  security on           X                X
                      pool  assets is  maintained
                      as    required    by    the
                      transaction  agreements  or
                      related      pool     asset
                      documents.
---------------       ----------------------------       ---------       ----------       ------------
1122(d)(4)(ii)        Pool   assets  and  related           X                X
                      documents  are  safeguarded
                      as    required    by    the
                      transaction agreements
---------------       ----------------------------       ---------       ----------       ------------
1122(d)(4)(iii)       Any additions,  removals or           X                X
                      substitutions  to the asset
                      pool  are  made,   reviewed
                      and approved in  accordance
                      with  any   conditions   or
                      requirements     in     the
                      transaction agreements.
---------------       ----------------------------       ---------       ----------       ------------
1122(d)(4)(iv)        Payments  on  pool  assets,           X
                      including    any   payoffs,
                      made  in  accordance   with
                      the   related   pool  asset
                      documents   are  posted  to
                      the   Servicer's    obligor
                      records  maintained no more
                      than  two   business   days
                      after   receipt,   or  such
                      other    number   of   days
                      specified       in      the
                      transaction     agreements,
                      and       allocated      to
                      principal,    interest   or
                      other items (e.g.,  escrow)
                      in   accordance   with  the
                      related      pool     asset
                      documents.
---------------       ----------------------------       ---------       ----------       ------------
                      The   Servicer's    records           X
                      regarding  the pool  assets
                      agree  with the  Servicer's
                      records  with respect to an
                      obligor's  unpaid principal
1122(d)(4)(v)         balance.
---------------       ----------------------------       ---------       ----------       ------------
                      Changes   with  respect  to           X                X
                      the  terms or  status of an
                      obligor's    pool    assets
                      (e.g.,  loan  modifications
                      or  re-agings)   are  made,
                      reviewed  and  approved  by
                      authorized   personnel   in
                      accordance     with     the
                      transaction  agreements and
                      related      pool     asset
1122(d)(4)(vi)        documents.
---------------       ----------------------------       ---------       ----------       ------------
                      Loss      mitigation     or           X                X
                      recovery   actions   (e.g.,
                      forbearance          plans,
                      modifications  and deeds in
                      lieu    of     foreclosure,
                      foreclosures            and
                      repossessions,           as
                      applicable)  are initiated,
                      conducted  and concluded in
                      accordance     with     the
                      timeframes     or     other
                      requirements    established
                      by     the      transaction
1122(d)(4)(vii)       agreements.
---------------       ----------------------------       ---------       ----------       ------------
1122(d)(4)(viii)      Records         documenting           X
                      collection    efforts   are
                      maintained    during    the
                      period  a  pool   asset  is
                      delinquent   in  accordance
                      with    the     transaction
                      agreements.   Such  records
                      are  maintained on at least
                      a  monthly  basis,  or such
                      other  period  specified in
                      the             transaction
                      agreements,   and  describe
                      the entity's  activities in
                      monitoring  delinquent pool
                      assets    including,    for
                      example,    phone    calls,
                      letters     and     payment
                      rescheduling    plans    in
                      cases where  delinquency is
                      deemed   temporary   (e.g.,
                      illness or unemployment).
---------------       ----------------------------       ---------       ----------       ------------
1122(d)(4)(ix)        Adjustments   to   interest           X                X
                      rates or  rates  of  return
                      for   pool    assets   with
                      variable      rates     are
                      computed   based   on   the
                      related      pool     asset
                      documents.
---------------       ----------------------------       ---------       ----------       ------------
1122(d)(4)(x)         Regarding  any  funds  held           X
                      in  trust  for  an  obligor
                      (such as escrow  accounts):
                      (A)    such    funds    are
                      analyzed,   in   accordance
                      with  the  obligor's   pool
                      asset   documents,   on  at
                      least an annual  basis,  or
                      such      other      period
                      specified       in      the
                      transaction     agreements;
                      (B)  interest on such funds
                      is paid,  or  credited,  to
                      obligors   in    accordance
                      with  applicable pool asset
                      documents  and state  laws;
                      and  (C)  such   funds  are
                      returned   to  the  obligor
                      within 30 calendar  days of
                      full   repayment   of   the
                      related  pool  assets,   or
                      such  other  number of days
                      specified       in      the
                      transaction agreements.
---------------       ----------------------------       ---------       ----------       ------------
                      Payments  made on behalf of           X
                      an obligor  (such as tax or
                      insurance   payments)   are
                      made  on  or   before   the
                      related      penalty     or
                      expiration     dates,    as
                      indicated       on      the
                      appropriate     bills    or
                      notices for such  payments,
                      provided  that such support
                      has  been  received  by the
                      servicer    at   least   30
                      calendar   days   prior  to
                      these dates,  or such other
                      number  of  days  specified
                      in     the      transaction
1122(d)(4)(xi)        agreements.
---------------       ----------------------------       ---------       ----------       ------------
                      Any late payment  penalties           X
                      in   connection   with  any
                      payment   to  be   made  on
                      behalf  of an  obligor  are
                      paid  from  the  Servicer's
                      funds  and not  charged  to
                      the  obligor,   unless  the
                      late  payment  was  due  to
                      the   obligor's   error  or
1122(d)(4)(xii)       omission.
---------------       ----------------------------       ---------       ----------       ------------
               )      Disbursements    made    on           X
                      behalf  of an  obligor  are
                      posted  within two business
                      days   to   the   obligor's
                      records  maintained  by the
                      servicer,   or  such  other
                      number  of  days  specified
                      in     the      transaction
1122(d)(4)(xiii       agreements.
---------------       ----------------------------       ---------       ----------       ------------
                      Delinquencies,  charge-offs                            X
                      and uncollectible  accounts
                      are      recognized     and
                      recorded   in    accordance
                      with    the     transaction
1122(d)(4)(xiv)       agreements.
---------------       ----------------------------       ---------       ----------       ------------
                      Any  external   enhancement                                              X
                      or      other      support,
                      identified      in     Item
                      1114(a)(1)  through  (3) or
                      Item  1115  of   Regulation
                      AB,  is  maintained  as set
                      forth  in  the  transaction
1122(d)(4)(xv)        agreements.
---------------       ----------------------------       ---------       ----------       ------------
</TABLE>
------------
* Subject to clarification from the SEC.

<PAGE>

                                    EXHIBIT D


                ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

         This is an Assignment, Assumption and Recognition Agreement (this "AAR
Agreement") made as of February 28, 2006, among Citigroup Global Markets Realty
Corp. (the "Assignor"), Wells Fargo Bank, N.A. (the "Company") and U.S. Bank
National Association, as trustee (the "Assignee") for the benefit of the holders
of Citigroup Mortgage Loan Trust 2006-WFHE1, Asset-Backed Pass-Through
Certificates, Series 2006-WFHE1.

         In consideration of the mutual promises contained herein the parties
hereto agree that (i) the residential mortgage loans (the "Assigned Loans")
listed on Attachment 1 annexed hereto (the "Assigned Loan Schedule") and (ii)
the Master Mortgage Loan Purchase Agreement (the "Agreement"), dated as of
November 1, 2005, between the Assignor and the Company, pursuant to which the
Assigned Loans were purchased by the Assignor from the Company, shall be subject
to the terms of this AAR Agreement. Capitalized terms used herein but not
defined shall have the meanings ascribed to them in the Agreement.

                            Assignment and Assumption

         Except as expressly provided for herein, the Assignor hereby grants,
transfers and assigns to the Assignee all of its right, title and interest as
in, to and under (a) the Assigned Loans and (b) the Agreement with respect to
the Assigned Loans; provided, however, that the Assignor is not assigning to the
Assignee any of its right, title or interest, in, to and under the Agreement
with respect to any mortgage loan other than the Assigned Loans listed on
Attachment 1. Except as is otherwise expressly provided herein, the Assignor
makes no representations, warranties or covenants to the Assignee and the
Assignee acknowledges that the Assignor has no obligations to the Assignee under
the terms of the Agreement or otherwise relating to the transaction contemplated
herein (including, but not limited to, any obligation to indemnify the
Assignee). The rights of the Assignor under Section 4(b) of the Agreement shall
survive the execution and delivery of this AAR Agreement.

                    REPRESENTATIONS, WARRANTIES AND COVENANTS

         1. Assignor warrants and represents to Assignee and Company as of the
date hereof:

         (a) The Agreement is in full force and effect as of the date hereof and
the provisions of which have not been waived, amended or modified in any
respect, nor has any notice of termination been given thereunder;

         (b) Assignor is the lawful owner of the Assigned Loans with full right
to transfer the Assigned Loans and any and all of its interests, rights and
obligations under the Agreement as they relate to the Assigned Loans, free and
clear from any and all claims and encumbrances; and upon the transfer of the
Assigned Loans to Assignee as contemplated herein, Assignee shall have good
title to each and every Assigned Loan, as well as any and all of Assignee's
interests, rights and obligations under the Agreement as they relate to the
Assigned Loans, free and clear of any and all liens, claims and encumbrances;

         (c) There are no offsets, counterclaims or other defenses available to
Company with respect to the Assigned Loans or the Agreement;

         (d) Assignor has no knowledge of, and has not received notice of, any
waivers under, or any modification of, any Assigned Loan;

         (e) Assignor is duly organized, validly existing and in good standing
under the laws of the jurisdiction of its incorporation, and has all requisite
power and authority to acquire, own and sell the Assigned Loans;

         (f) Assignor has full corporate power and authority to execute, deliver
and perform its obligations under this AAR Agreement, and to consummate the
transactions set forth herein. The consummation of the transactions contemplated
by this AAR Agreement is in the ordinary course of Assignor's business and will
not conflict with, or result in a breach of, any of the terms, conditions or
provisions of Assignor's charter or by-laws or any legal restriction, or any
material agreement or instrument to which Assignor is now a party or by which it
is bound, or result in the violation of any law, rule, regulation, order,
judgment or decree to which Assignor or its property is subject. The execution,
delivery and performance by Assignor of this AAR Agreement and the consummation
by it of the transactions contemplated hereby, have been duly authorized by all
necessary corporate action on the part of Assignor. This AAR Agreement has been
duly executed and delivered by Assignor and, upon the due authorization,
execution and delivery by Assignee and Company, will constitute the valid and
legally binding obligation of Assignor enforceable against Assignor in
accordance with its terms except as enforceability may be limited by bankruptcy,
reorganization, insolvency, moratorium or other similar laws now or hereafter in
effect relating to creditors' rights generally, and by general principles of
equity regardless of whether enforceability is considered in a proceeding in
equity or at law;

         (g) No consent, approval, order or authorization of, or declaration,
filing or registration with, any governmental entity is required to be obtained
or made by Assignor in connection with the execution, delivery or performance by
Assignor of this AAR Agreement, or the consummation by it of the transactions
contemplated hereby;

         (h) Neither Assignor nor anyone acting on its behalf has offered,
transferred, pledged, sold or otherwise disposed of the Assigned Loans or any
interest in the Assigned Loans, or solicited any offer to buy or accept a
transfer, pledge or other disposition of the Assigned Loans, or any interest in
the Assigned Loans or otherwise approached or negotiated with respect to the
Assigned Loans, or any interest in the Assigned Loans with any Person in any
manner, or made any general solicitation by means of general advertising or in
any other manner, or taken any other action which would constitute a
distribution of the Assigned Loans under the Securities Act of 1933, as amended
(the "1933 Act") or which would render the disposition of the Assigned Loans a
violation of Section 5 of the 1933 Act or require registration pursuant thereto;

         (i) The Assignor has received from Company, and has delivered to the
Assignee, all documents required to be delivered to Assignor by the Company
prior to the date hereof pursuant to the Agreement with respect to the Assigned
Loans and has not received, and has not requested from the Company, any
additional documents;

         (j) There is no action, suit, proceeding, investigation or litigation
pending or, to Assignor's knowledge, threatened, which either in any instance or
in the aggregate, if determined adversely to Assignor, would adversely affect
Assignor's execution or delivery of, or the enforceability of, this AAR
Agreement, or the Assignor's ability to perform its obligations under this AAR
Agreement;

         (k) The Assignor hereby represents and warrants that to the best of the
Assignor's knowledge, nothing has occurred in the period of time from the
related Closing Date (as defined in the Agreement) to the date hereof which
would cause such representation and warranties referred to in Exhibit A to be
untrue in any material respect as of the date hereof;

         (l) No Mortgage Loan originated on or after October 1, 2002 through
March 6, 2003 is governed by the Georgia Fair Lending Act; and

         (m) 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 5.6(c)
Glossary Revised, Appendix E).

         2. Assignee warrants and represents to, and covenants with, Assignor
and Company as of the date hereof:

         (a) Assignee is a national banking association duly organized, validly
existing and in good standing under the laws of the United States and has all
requisite power and authority to hold the Assigned Loans as trustee on behalf of
the holders of the Citigroup Mortgage Loan Trust 2006-WFHE1, Asset-Backed
Pass-Through Certificates, Series 2006-WFHE1;

         (b) Assignee has full power and authority to execute, deliver and
perform its obligations under this AAR Agreement, and to consummate the
transactions set forth herein. The consummation of the transactions contemplated
by this AAR Agreement is in the ordinary course of Assignee's business and will
not conflict with, or result in a breach of, any of the terms, conditions or
provisions of Assignee's charter or by-laws or any legal restriction, or any
material agreement or instrument to which Assignee is now a party or by which it
is bound, or result in the violation of any law, rule, regulation, order,
judgment or decree to which Assignee or its property is subject. The execution,
delivery and performance by Assignee of this AAR Agreement and the consummation
by it of the transactions contemplated hereby, have been duly authorized by all
necessary corporate action on part of Assignee. This AAR Agreement has been duly
executed and delivered by Assignee and, upon the due authorization, execution
and delivery by Assignor and Company, will constitute the valid and legally
binding obligation of Assignee enforceable against Assignee in accordance with
its terms except as enforceability may be limited by bankruptcy, reorganization,
insolvency, moratorium or other similar laws now or hereafter in effect relating
to creditors' rights generally, and by general principles of equity regardless
of whether enforceability is considered in a proceeding in equity or at law;

         (c) No consent, approval, order or authorization of, or declaration,
filing or registration with, any governmental entity is required to be obtained
or made by Assignee in connection with the execution, delivery or performance by
Assignee of this AAR Agreement, or the consummation by it of the transactions
contemplated hereby;

         (d) There is no action, suit, proceeding, investigation or litigation
pending or, to Assignee's knowledge, threatened, which either in any instance or
in the aggregate, if determined adversely to Assignee, would adversely affect
Assignee's execution or delivery of, or the enforceability of, this AAR
Agreement, or the Assignee's ability to perform its obligations under this AAR
Agreement;

         (e) Assignee assumes for the benefit of each of the Assignor and the
Company all of the rights of the Assignor under the Agreement with respect to
the Assigned Loans; and

         (f) The Assignee agrees to be bound, as purchaser, by all of the terms,
covenants and conditions of the Agreement and the Assigned Loans, and from and
after the date hereof, the Assignee assumes for the benefit of each of the
Company and the Assignor all of the Assignor's obligations as purchaser
thereunder, with respect to the Assigned Loans.

         3. Company warrants and represents to, and covenant with, Assignor and
Assignee as of the date hereof:

         (a) The Agreement is in full force and effect as of the date hereof and
the provisions of which have not been waived, amended or modified in any
respect, nor has any notice of termination been given thereunder;

         (b) Company is a national banking association duly organized, validly
existing and in good standing under the laws of the United States, and has all
requisite power and authority to service the Assigned Loans and otherwise to
perform its obligations under the Agreement;

         (c) Company has full power and authority to execute, deliver and
perform its obligations under this AAR Agreement, and to consummate the
transactions set forth herein. The consummation of the transactions contemplated
by this AAR Agreement is in the ordinary course of Company's business and will
not conflict with, or result in a breach of, any of the terms, conditions or
provisions of Company's charter or by-laws or any legal restriction, or any
material agreement or instrument to which Company is now a party or by which it
is bound, or result in the violation of any law, rule, regulation, order,
judgment or decree to which Company or its property is subject. The execution,
delivery and performance by Company of this AAR Agreement and the consummation
by it of the transactions contemplated hereby, have been duly authorized by all
necessary action on the part of Company. This AAR Agreement has been duly
executed and delivered by Company, and, upon the due authorization, execution
and delivery by Assignor and Assignee, will constitute the valid and legally
binding obligation of Company, enforceable against Company in accordance with
its terms except as enforceability may be limited by the effect of insolvency,
liquidation, conservatorship and other similar laws administered by the Federal
Deposit Insurance Corporation affecting the enforcement of contract obligations
of insured banks and subject to the application of the rules of equity,
including those respecting the availability of specific performance;

         (d) No consent, approval, order or authorization of, or declaration,
filing or registration with, any governmental entity is required to be obtained
or made by Company in connection with the execution, delivery or performance by
Company of this AAR Agreement, or the consummation by it of the transactions
contemplated hereby; (e) No event has occurred from the Closing Date to the date
hereof which would render the representations and warranties as to the Company
in Section 6(a) of the Agreement to be untrue in any material respect;

         (f) Each of the representations and warranties regarding the Assigned
Loans set forth in Section 6(b) of the Agreement (and attached hereto as Exhibit
A) are true and correct as of the related Closing Date (as defined in the
Agreement);

         (g) Each prepayment penalty with respect to any Assigned Loan is
permissible, enforceable and collectible under applicable federal, state and
local law and each such prepayment penalty actually charged to the related
borrower is in accordance with the prepayment penalty matrices set forth in
Exhibit B; and

         (h) Neither this AAR Agreement nor any certification, statement, report
or other agreement, document or instrument furnished or to be furnished by the
Company pursuant to this AAR Agreement contains or will contain any materially
untrue statement of fact or omits or will omit to state a fact necessary to make
the statements contained therein not misleading.

         4. Assignor hereby agrees to indemnify and hold the Assignee (and its
successors and assigns) harmless against any and all claims, losses, penalties,
fines, forfeitures, legal fees and related costs, judgments, and any other
costs, fees and expenses that Assignee (and its successors and assigns) may
sustain in any way related to any breach of the representations or warranties of
Assignor set forth in this AAR Agreement or the breach of any covenant or
condition contained herein.

                             Recognition of Assignee

         5. From and after the date hereof, Company shall recognize Assignee as
owner of the Assigned Loans, and acknowledges that the Assigned Loans will be
part of a REMIC, and will service the Assigned Loans in accordance with the
Pooling and Servicing Agreement, dated as of February 1, 2006, among the
Citigroup Mortgage Loan Trust Inc. as depositor (the "Depositor"), Wells Fargo
Bank, N.A. as servicer (the "Servicer"), Citibank, N.A. as trust administrator
(the "Trust Administrator") and U.S. Bank National Association as trustee (the
"Trustee"). It is the intention of Assignor, Company and Assignee that this AAR
Agreement shall be binding upon and for the benefit of the respective successors
and assigns of the parties hereto. Neither Company nor Assignor shall amend or
agree to amend, modify, waive, or otherwise alter any of the terms or provisions
of the Agreement which amendment, modification, waiver or other alteration would
in any way affect the Assigned Loans without the prior written consent of
Assignee.

              Remedies for Breach of Representations and Warranties

         6. The Company hereby acknowledges and agrees that the remedies
available to the Assignor, the Assignee and the Trust (including the Trustee and
the Servicer acting on the Trust's behalf) in connection with any breach of the
representations and warranties made by the Company set forth in Section 3 hereof
shall be as set forth in Section 4(b) of the Agreement as if they were set forth
herein (including without limitation the repurchase and indemnity obligations
set forth therein).

         In addition to the foregoing, in the event that a breach of any
representation of the Company materially and adversely affects the interests of
the Assignor in any prepayment penalty or the collectability of such prepayment
penalty, the Company shall pay the amount of the scheduled prepayment penalty to
the Assignor upon the payoff of any related Assigned Loan.

         The Assignor hereby acknowledges and agrees that the remedies available
to the Assignee and the Trust (including the Trustee and the Servicers acting on
the Trust's behalf) in connection with any breach of the representations and
warranties made by the Assignor set forth in Section 4 hereof shall be as set
forth in Section 2.03 of the Pooling Agreement as if they were set forth herein.

                                  Miscellaneous

         7. All demands, notices and communications related to the Assigned
Loans, the Agreements and this AAR Agreement shall be in writing and shall be
deemed to have been duly given if personally delivered at or mailed by
registered mail, postage prepaid, as follows:

         (a)      In the case of Company:
                  WELLS FARGO BANK, N.A. 1 Home Campus
                  Des Moines, Iowa 50328-0001
                  Attention:  John B. Brown, MAC X2401-042
                  Facsimile:  (515) 213-7121

                  With a copy to :
                  WELLS FARGO BANK, N.A.
                  1 Home Campus
                  Des Moines, Iowa 50328-0001
                  Attention:  General Counsel, MAC X2401-06T
                  Facsimile:  (515) 213-5192

         (b)      In the case of Assignor:
                  CITIGROUP GLOBAL MARKETS REALTY CORP.
                  390 Greenwich Street
                  New York, New York 10013
                  Attention:  Mortgage Finance Group
                  Facsimile:  (212) 723-8604

         (c)      In the case of Assignee:
                  U.S. BANK NATIONAL ASSOCIATION
                  Corporate Trust Services
                  One Federal Street, Third Floor
                  Boston, MA 02110
                  Attention: Daniel Scully, Jr.
                  Facsimile: (617) 603-6637

         8. Each party will pay any commissions it has incurred and the fees of
its attorneys in connection with the negotiations for, documenting of and
closing of the transactions contemplated by this AAR Agreement.

         9. This AAR Agreement shall be construed in accordance with the laws of
the State of New York, without regard to conflicts of law principles, and the
obligations, rights and remedies of the parties hereunder shall be determined in
accordance with such laws.

         10. No term or provision of this AAR Agreement may be waived or
modified unless such waiver or modification is in writing and signed by the
party against whom such waiver or modification is sought to be enforced.

         11. This AAR Agreement shall inure to the benefit of the successors and
assigns of the parties hereto. Any entity into which Assignor, Assignee or
Company may be merged or consolidated shall, without the requirement for any
further writing, be deemed Assignor, Assignee or Company, respectively,
hereunder.

         12. This AAR Agreement shall survive the conveyance of the Assigned
Loans, the assignment of the Agreement to the extent of the Assigned Loans by
Assignor to Assignee and the termination of the Agreement.

         13. This AAR Agreement may be executed simultaneously in any number of
counterparts. Each counterpart shall be deemed to be an original and all such
counterparts shall constitute one and the same instrument.

         14. In the event that any provision of this AAR Agreement conflicts
with any provision of the Agreement with respect to the Assigned Loans, the
terms of this AAR Agreement shall control.

         15. Trustee Capacity: It is expressly understood and agreed by the
parties hereto that insofar as this AAR Agreement is executed by the Trustee:
(i) this AAR Agreement is executed and delivered by U.S. Bank National
Association, not in its individual capacity but solely as Trustee under the
Pooling and Servicing Agreement referred to herein, in the exercise of the
powers and authority conferred and invested in it thereunder, (ii) each of the
representations, undertakings and agreements herein made on the part of the
Trustee 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
purpose of binding only Citigroup Mortgage Loan Trust 2006-WFHE1 and the Trust
Fund pledged by it to secure its Asset-Backed Pass-Through Certificates, Series
2006-WFHE1, (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 either expressed or implied contained
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, and (iv)
under no circumstances shall U.S. Bank National Association, in its individual
capacity be personally 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 AAR
Agreement.

<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this AAR Agreement
as of the day and year first above written.

                                        CITIGROUP GLOBAL MARKETS REALTY CORP.

                                        By:  ___________________________________
                                             Name:
                                             Title:

                                        U.S. BANK NATIONAL ASSOCIATION,
                                        as Trustee for the Holders of Citigroup
                                        Mortgage Loan Trust Inc., Asset-Backed
                                        Pass-Through Certificates, Series
                                        2006-WFHE1

                                        By:  ___________________________________
                                             Name:
                                             Title:

                                        WELLS FARGO BANK, N.A.

                                        By:  ___________________________________
                                             Name:
                                             Title:

<PAGE>

                                  ATTACHMENT 1

                             ASSIGNED LOANS SCHEDULE

                             AVAILABLE UPON REQUEST

<PAGE>

                                    EXHIBIT A

                         REPRESENTATIONS AND WARRANTIES

         Capitalized terms used in this Exhibit A but not defined in this
Agreement shall have the meanings given to such terms in the Purchase Agreement.

                  (i)      Mortgage Loans as Described.

                           The information set forth in the respective Mortgage
                           Loan Schedule and the information contained on the
                           Data File, delivered to the Purchaser is true and
                           correct;

                  (ii)     Payments Current.

                           Except as disclosed in the Prospectus Supplement,
                           dated February 15, 2006, all payments required to be
                           made up to the related Cut-off Date for the Mortgage
                           Loan under the terms of the Mortgage Note have been
                           made and credited. No payment under any Mortgage Loan
                           has been 30 days delinquent more than one time within
                           twelve (12) months prior to the related Closing Date;

                  (iii)    No Outstanding Charges.

                           There are no defaults in complying with the terms of
                           the Mortgages, and all taxes, governmental
                           assessments, insurance premiums, leasehold payments,
                           water, sewer and municipal charges, which previously
                           became due and owing have been paid, or an escrow of
                           funds has been established in an amount sufficient to
                           pay for every such item which remains unpaid and
                           which has been assessed but is not yet due and
                           payable. The Seller has not advanced funds, or
                           induced, or solicited directly or indirectly, the
                           payment of any amount required under the Mortgage
                           Loan, except for interest accruing from the date of
                           the Mortgage Note or date of disbursement of the
                           Mortgage Loan proceeds, whichever is later, to the
                           day which precedes by one month the Due Date of the
                           first installment of principal and interest;

                  (iv)     Original Terms Unmodified.

                           The terms of the Mortgage Note and Mortgage have not
                           been impaired, waived, altered or modified in any
                           respect, except by a written instrument which has
                           been recorded or registered with the MERS System, if
                           necessary, to protect the interests of the Purchaser
                           and which has been delivered to the Custodian. The
                           substance of any such waiver, alteration or
                           modification has been approved by the issuer of any
                           related PMI Policy and the title insurer, to the
                           extent required by the policy, and its terms are
                           reflected on the related Mortgage Loan Schedule. No
                           Mortgagor has been released, in whole or in part,
                           except in connection with an assumption agreement
                           approved by the issuer of any related PMI Policy and
                           the title insurer, to the extent required by the
                           policy, and which assumption agreement is part of the
                           Mortgage File delivered to the Custodian and the
                           terms of which are reflected in the related Mortgage
                           Loan Schedule;

                  (v)      No Defenses.

                           The Mortgage Loan is not subject to any right of
                           rescission, set-off, counterclaim or defense,
                           including without limitation the defense of usury,
                           nor will the operation of any of the terms of the
                           Mortgage Note or the Mortgage, or the exercise of any
                           right thereunder, render either the Mortgage Note or
                           the Mortgage unenforceable, in whole or in part, or
                           subject to any right of rescission, set-off,
                           counterclaim or defense, including without limitation
                           the defense of usury, and no such right of
                           rescission, set-off, counterclaim or defense has been
                           asserted with respect thereto;

                  (vi)     No Satisfaction of Mortgage.

                           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, release, cancellation,
                           subordination or rescission;

                  (vii)    Validity of Mortgage Documents.

                           The Mortgage Note and the Mortgage and related
                           documents are genuine, and each is the legal, valid
                           and binding obligation of the maker thereof
                           enforceable in accordance with its terms. 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.

                           With respect to each Cooperative Loan, the Mortgage
                           Note, the Mortgage, the Pledge Agreement, and related
                           documents are genuine, and each is the legal, valid
                           and binding obligation of the maker thereof
                           enforceable in accordance with its terms. All parties
                           to the Mortgage Note, the Mortgage, the Pledge
                           Agreement, the Proprietary Lease, the Stock Power,
                           Recognition Agreement and the Assignment of
                           Proprietary Lease had legal capacity to enter into
                           the Mortgage Loan and to execute and deliver such
                           documents, and such documents have been duly and
                           properly executed by such parties;

                  (viii)   No Fraud.

                           No error, omission, misrepresentation, negligence,
                           fraud or similar occurrence with respect to a
                           Mortgage Loan has taken place on the part of the
                           Seller, or the Mortgagor, or to the best of the
                           Seller's knowledge, any appraiser, any builder, or
                           any developer, or any other party involved in the
                           origination of the Mortgage Loan or in the
                           application of any insurance in relation to such
                           Mortgage Loan;

                  (ix)     Compliance with Applicable Laws.

                           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 or predatory and abusive lending laws
                           applicable to the Mortgage Loan have been complied
                           with. 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 and fire underwriting certificates, have
                           been made or obtained from the appropriate
                           authorities;

                  (x)      Location and Type of Mortgaged Property.

                           The Mortgaged Property is located in the state
                           identified in the related Mortgage Loan Schedule and
                           consists of a contiguous parcel of real property with
                           a detached single family residence erected thereon,
                           or a two- to four-family dwelling, or an individual
                           condominium unit in a condominium project, or an
                           individual unit in a planned unit development, or a
                           townhouse, or a cooperative, provided, however, that
                           any condominium project or planned unit development
                           shall conform with the applicable Fannie Mae or
                           Freddie Mac requirements, or the Underwriting
                           Guidelines, regarding such dwellings, and no
                           residence or dwelling is a mobile home. As of the
                           respective appraisal date for each Mortgaged
                           Property, any Mortgaged Property being used for
                           commercial purposes conforms to the Underwriting
                           Guidelines and, to the best of the Seller's
                           knowledge, since the date of such appraisal, no
                           portion of the Mortgaged Property has been used for
                           commercial purposes outside of the Underwriting
                           Guidelines;

                  (xi)     Valid First Lien.

                           The Mortgage is a valid, subsisting and enforceable
                           first lien on the Mortgaged Property, including all
                           buildings on the Mortgaged Property and all
                           installations and mechanical, electrical, plumbing,
                           heating and air conditioning systems located in or
                           annexed to such buildings, and all additions,
                           alterations and replacements made at any time with
                           respect to the foregoing. The lien of the Mortgage is
                           subject only to:

                           (1)      the lien of current real property taxes and
                                    assessments not yet due and payable;

                           (2)      covenants, conditions and restrictions,
                                    rights of way, easements and other matters
                                    of the public record as of the date of
                                    recording acceptable to mortgage lending
                                    institutions generally and specifically
                                    referred to in the lender's title insurance
                                    policy delivered to the originator of the
                                    Mortgage Loan and (i) referred to or
                                    otherwise considered in the appraisal made
                                    for the originator of the Mortgage Loan and
                                    (ii) which do not adversely affect the
                                    Appraised Value of the Mortgaged Property
                                    set forth in such appraisal; and

                           (3)      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 mortgage or
                                    the use, enjoyment, 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 and enforceable first
                           lien and first priority security interest on the
                           property described therein and the Seller has full
                           right to sell and assign the same to the Purchaser.

                           With respect to each Cooperative Loan, each Pledge
                           Agreement creates a valid, enforceable and subsisting
                           first security interest in the Cooperative Shares and
                           Proprietary Lease, subject only to (i) the lien of
                           the related Cooperative for unpaid assessments
                           representing the Mortgagor's pro rata share of the
                           Cooperative's payments for its blanket mortgage,
                           current and future real property taxes, insurance
                           premiums, maintenance fees and other assessments to
                           which like collateral is commonly subject and (ii)
                           other matters to which like collateral is commonly
                           subject which do not materially interfere with the
                           benefits of the security intended to be provided by
                           the Pledge Agreement; provided, however, that the
                           appurtenant Proprietary Lease may be subordinated or
                           otherwise subject to the lien of any mortgage on the
                           Project;

                  (xii)    Full Disbursement of Proceeds.

                           The proceeds of the Mortgage Loan have been fully
                           disbursed, except for escrows established or created
                           due to seasonal weather conditions, and there is no
                           requirement for future advances thereunder. All
                           costs, fees and expenses incurred in making or
                           closing the Mortgage Loan and the recording of the
                           Mortgage were paid, and the Mortgagor is not entitled
                           to any refund of any amounts paid or due under the
                           Mortgage Note or Mortgage;

                  (xiii)   Consolidation of Future Advances.

                           Any future advances made 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
                           reflected on the related Mortgage Loan Schedule. 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 Fannie Mae or Freddie Mac; the
                           consolidated principal amount does not exceed the
                           original principal amount of the Mortgage Loan; the
                           Seller shall not make future advances after the
                           related Cut-off Date;

                  (xiv)    Ownership.

                           The Seller is the sole owner of record and holder of
                           the Mortgage Loans and the related Mortgage Note and
                           the Mortgage are not assigned or pledged, and the
                           Seller has good and marketable title thereto and has
                           full right and authority to transfer and sell the
                           Mortgage Loan to the Purchaser. The Seller is
                           transferring the Mortgage Loan free and clear of any
                           and all encumbrances, liens, pledges, equities,
                           participation interests, claims, charges or security
                           interests of any nature encumbering such Mortgage
                           Loan;

                  (xv)     Origination/Doing Business.

                           The Mortgage Loan was originated by a savings and
                           loan association, a savings bank, a commercial bank,
                           a credit union, an insurance company, or similar
                           institution that is supervised and examined by a
                           federal or state authority or by a mortgagee approved
                           by the Secretary of Housing and Urban Development
                           pursuant to Sections 203 and 211 of the National
                           Housing Act. 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)
                           (1) in compliance with any and all applicable
                           licensing requirements of the laws of the state
                           wherein the Mortgaged Property is located, and (2)
                           organized under the laws of such state, or (3)
                           qualified to do business in such state, or (4)
                           federal savings and loan associations or national
                           banks having principal offices in such state, or (5)
                           not doing business in such state;

                  (xvi)    LTV, PMI Policy.

                           Each Mortgage Loan has an LTV as specified on the
                           related Mortgage Loan Schedule. Except for Pledged
                           Asset Mortgage Loans, if the LTV of the Mortgage Loan
                           was greater than 80% at the time of origination, a
                           portion of the unpaid principal balance of the
                           Mortgage Loan is and will be insured as to payment
                           defaults by a PMI Policy. If the Mortgage Loan is
                           insured by a PMI Policy for which the Mortgagor pays
                           all premiums, the coverage will remain in place until
                           (i) the LTV decreases to 78% or (ii) the PMI Policy
                           is otherwise terminated pursuant to the Homeowners
                           Protection Act of 1998, 12 USC ss.4901, et seq. All
                           provisions of such PMI Policy or LPMI Policy have
                           been and are being complied with, such policy is in
                           full force and effect, and all premiums due
                           thereunder have been paid. The Qualified Insurer has
                           a claims paying ability acceptable to Fannie Mae or
                           Freddie Mac. Any Mortgage Loan subject to a PMI
                           Policy or LPMI Policy obligates the Mortgagor or the
                           Seller to maintain the PMI Policy or LPMI Policy and
                           to pay all premiums and charges in connection
                           therewith. The Mortgage Interest Rate for the
                           Mortgage Loan as set forth on the related Mortgage
                           Loan Schedule is net of any such insurance premium;

                  (xvii)   Title Insurance.

                           The Mortgage Loan is covered by an ALTA lender's
                           title insurance policy (or in the case of any
                           Mortgage Loan secured by a Mortgaged Property located
                           in a jurisdiction where such policies are generally
                           not available, an opinion of counsel of the type
                           customarily rendered in such jurisdiction in lieu of
                           title insurance) or other generally acceptable form
                           of policy of insurance acceptable to Fannie Mae or
                           Freddie Mac, issued by a title insurer acceptable to
                           Fannie Mae or Freddie Mac and qualified to do
                           business in the jurisdiction where the Mortgaged
                           Property is located, insuring the Seller, its
                           successors and assigns, as to the first priority lien
                           of the Mortgage in the original principal amount of
                           the Mortgage Loan, subject only to the exceptions
                           contained in clauses (1), (2) and (3) of subsection
                           (xi) of this Section 6(b), and against any loss by
                           reason of the invalidity or unenforceability of the
                           lien resulting from the provisions of the Mortgage
                           providing for adjustment to the Mortgage Interest
                           Rate and Monthly Payment. Additionally, such lender's
                           title insurance policy includes no exceptions
                           regarding ingress, egress or encroachments that
                           impact the value or the marketability of the
                           Mortgaged Property. The Seller 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 force and effect upon the
                           consummation of the transactions contemplated by this
                           Agreement. No claims have been made under such
                           lender's title insurance policy, and no prior holder
                           of the Mortgage, including the Seller, has done, by
                           act or omission, anything which would impair the
                           coverage of such lender's title insurance policy;

                  (xviii)  No Defaults.

                           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 neither the
                           Seller nor its predecessors have waived any default,
                           breach, violation or event of acceleration;

                  (xix)    No Mechanics' Liens.

                           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 the law
                           could give rise to such liens) affecting the related
                           Mortgaged Property which are or may be liens prior
                           to, or equal or coordinate with, the lien of the
                           related Mortgage which are not insured against by the
                           title insurance policy referenced in Paragraph (q)
                           above;

                  (xx)     Location of Improvements; No Encroachments.

                           Except as insured against by the title insurance
                           policy referenced in subsection (xvii) above, all
                           improvements which were considered in determining the
                           Appraised Value of the 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. No improvement located on or being part of
                           the Mortgaged Property is in violation of any
                           applicable zoning law or regulation;

                  (xxi)    Payment Terms.

                           Except with respect to the Interest Only Mortgage
                           Loans, principal payments commenced no more than 60
                           days after the funds were disbursed to the Mortgagor
                           in connection with the Mortgage Loan. The Mortgage
                           Loans have an original term to maturity of not more
                           than 30 years, with interest payable in arrears on
                           the first day of each month. As to each adjustable
                           rate Mortgage Loan on each applicable Adjustment
                           Date, the Mortgage Interest Rate will be adjusted to
                           equal the sum of the Index plus the applicable Gross
                           Margin, rounded up or down to the nearest multiple of
                           0.125% indicated by the Mortgage Note; provided that
                           the Mortgage Interest Rate will not increase or
                           decrease by more than the Periodic Interest Rate Cap
                           on any Adjustment Date, and will in no event exceed
                           the maximum Mortgage Interest Rate or be lower than
                           the minimum Mortgage Interest Rate listed on the
                           related Mortgage Loan Schedule for such Mortgage
                           Loan. As to each adjustable rate Mortgage Loan that
                           is not an Interest Only Mortgage Loan, each Mortgage
                           Note requires a monthly payment which is sufficient,
                           during the period prior to the first adjustment to
                           the Mortgage Interest Rate, to fully amortize the
                           outstanding principal balance as of the first day of
                           such period over the then remaining term of such
                           Mortgage Note and to pay interest at the related
                           Mortgage Interest Rate. As to each adjustable rate
                           Mortgage Loan, if the related Mortgage Interest Rate
                           changes on an Adjustment Date or, with respect to an
                           Interest Only Mortgage Loan, on an Adjustment Date
                           following the related interest only period, the then
                           outstanding principal balance will be reamortized
                           over the remaining life of such Mortgage Loan. No
                           Mortgage Loan contains terms or provisions which
                           would result in negative amortization;

                  (xxii)   Customary Provisions.

                           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, (1) in the case of a Mortgage
                           designated as a deed of trust, by trustee's sale, and
                           (2) otherwise by judicial foreclosure. There is no
                           homestead or other exemption available to a Mortgagor
                           which would interfere with the right to sell the
                           Mortgaged Property at a trustee's sale or the right
                           to foreclose the Mortgage;

                  (xxiii)  Occupancy of the Mortgaged Property.

                           As of the date of origination, the Mortgaged Property
                           was in good repair and was lawfully occupied under
                           applicable law;

                  (xxiv)   No Additional Collateral.

                           Except in the case of a Pledged Asset Mortgage Loan
                           and as indicated on the related Data File, the
                           Mortgage Note is not and has not been secured by any
                           collateral, pledged account or other security except
                           the lien of the corresponding Mortgage and the
                           security interest of any applicable security
                           agreement or chattel mortgage referred to in
                           subsection (xi) above;

                  (xxv)    Deeds of Trust.

                           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
                           Mortgagee to the trustee under the deed of trust,
                           except in connection with a trustee's sale after
                           default by the Mortgagor;

                  (xxvi)   Acceptable Investment.

                           The Seller has no knowledge of any circumstances or
                           conditions with respect to the Mortgage Loan, the
                           Mortgaged Property, the Mortgagor or the Mortgagor's
                           credit standing that can reasonably be expected to
                           cause private institutional investors to regard the
                           Mortgage Loan as an unacceptable investment, cause
                           the Mortgage Loan to become delinquent, or adversely
                           affect the value or marketability of the Mortgage
                           Loan;

                  (xxvii)  Transfer of Mortgage Loans.

                           If the Mortgage Loan is not a MERS Mortgage Loan, the
                           Assignment of Mortgage, upon the insertion of the
                           name of the assignee and recording information, is in
                           recordable form and is acceptable for recording under
                           the laws of the jurisdiction in which the Mortgaged
                           Property is located;

                  (xxviii) Mortgaged Property Undamaged.

                           The Mortgaged Property is undamaged by waste, fire,
                           earthquake or earth movement, windstorm, flood,
                           tornado or other casualty so as to affect adversely
                           the value of the Mortgaged Property as security for
                           the Mortgage Loan or the use for which the premises
                           were intended;

                  (xxix)   Collection Practices; Escrow Deposits.

                           The origination, servicing and collection practices
                           used with respect to the Mortgage Loan have been in
                           accordance with Accepted Servicing Practices, and
                           have been in all material respects legal and proper.
                           With respect to escrow deposits and Escrow Payments,
                           all such payments are in the possession of the Seller
                           and there exist no deficiencies in connection
                           therewith for which customary arrangements for
                           repayment thereof have not been made. All Escrow
                           Payments have been collected in full compliance with
                           state and federal law. No escrow deposits or Escrow
                           Payments or other charges or payments due the Seller
                           have been capitalized under the Mortgage Note;

                  (xxx)    No Condemnation.

                           There is no proceeding pending or to the best of the
                           Seller's knowledge threatened for the total or
                           partial condemnation of the related Mortgaged
                           Property;

                  (xxxi)   The Appraisal.

                           The Servicing File include an appraisal, with the
                           exception of any Time$aver(R) Mortgage Loan (which at
                           the original origination were on form 1004 or form
                           2055 with interior inspections), of the related
                           Mortgaged Property. The appraisal was conducted by an
                           appraiser who had no interest, direct or indirect, in
                           the Mortgaged Property or in any loan made on the
                           security thereof; and whose compensation is not
                           affected by the approval or disapproval of the
                           Mortgage Loan, and the appraisal and the appraiser
                           both satisfy the applicable requirements of Title XI
                           of the Financial Institution Reform, Recovery, and
                           Enforcement Act of 1989 and the regulations
                           promulgated thereunder, all as in effect on the date
                           the Mortgage Loan was originated;

                  (xxxii)  Insurance.

                           The Mortgaged Property securing each Mortgage Loan is
                           insured by an insurer acceptable to Fannie Mae or
                           Freddie Mac against loss by fire and such hazards as
                           are covered under a standard extended coverage
                           endorsement and such other hazards as are customary
                           in the area where the Mortgaged Property is located
                           pursuant to insurance policies conforming to the
                           requirements of Section 4.10 of the Servicing
                           Agreement, in an amount which is at least equal to
                           the lesser of (1) 100% of the insurable value, on a
                           replacement cost basis, of the improvements on the
                           related Mortgaged Property, or (2) the greater of (x)
                           the outstanding principal balance of the Mortgage
                           Loan or (y) an amount such that the proceeds of such
                           insurance shall be sufficient to avoid the
                           application to the Mortgagor or loss payee of any
                           coinsurance clause under the policy. If the Mortgaged
                           Property is a condominium unit, it is included under
                           the coverage afforded by a blanket policy for the
                           project. If the improvements on the Mortgaged
                           Property are in an area identified in the Federal
                           Register by the Federal Emergency Management Agency
                           as having special flood hazards, a flood insurance
                           policy meeting the requirements of the current
                           guidelines of the Federal Insurance Administration is
                           in effect with a generally acceptable insurance
                           carrier, in an amount representing coverage not less
                           than the least of (a) the outstanding principal
                           balance of the Mortgage Loan, (b) the full insurable
                           value and (c) the maximum amount of insurance which
                           was available under the Flood Disaster Protection Act
                           of 1973, as amended. All individual insurance
                           policies contain a standard mortgagee clause naming
                           the Seller and its successors and assigns as
                           mortgagee, and all premiums thereon have been paid.
                           The Mortgage obligates the Mortgagor thereunder to
                           maintain a hazard insurance policy at the Mortgagor's
                           cost and expense, and on the Mortgagor's failure to
                           do so, authorizes the holder of the Mortgage to
                           obtain and maintain such insurance at such
                           Mortgagor's cost and expense, and to seek
                           reimbursement therefor from the Mortgagor. The hazard
                           insurance policy is the valid and binding obligation
                           of the insurer, is in full force and effect, and will
                           be in full force and effect and inure to the benefit
                           of the Purchaser upon the consummation of the
                           transactions contemplated by this Agreement. The
                           Seller has not acted or failed to act so as to impair
                           the coverage of any such insurance policy or the
                           validity, binding effect and enforceability thereof;

                  (xxxiii) Servicemembers Civil Relief Act.

                           The Mortgagor has not notified the Seller, and the
                           Seller has no knowledge of any relief requested or
                           allowed to the Mortgagor under the Servicemembers
                           Civil Relief Act, as amended;

                  (xxxiv)  No Balloon Payments, Graduated Payments or Contingent
                           Interests.

                           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. No
                           Mortgage Loan has a balloon payment feature;

                  (xxxv)   No Construction Loans.

                           No Mortgage Loan was made in connection with (1) the
                           construction or rehabilitation of a Mortgage Property
                           or (2) facilitating the trade-in or exchange of a
                           Mortgaged Property other than a
                           construction-to-permanent loan which has converted to
                           a permanent Mortgage Loan;

                 (xxxvi)   Underwriting.

                           Each Mortgage Loan was underwritten in accordance
                           with the Underwriting Guidelines of the Seller; and
                           the Mortgage Note and Mortgage are on forms
                           acceptable to Freddie Mac or Fannie Mae;

                  (xxxvii) Buydown Mortgage Loans.

                           With respect to each Mortgage Loan that is a Buydown
                           Mortgage Loan:

                           (1)      On or before the date of origination of such
                                    Mortgage Loan, the Seller and the Mortgagor,
                                    or the Seller, the Mortgagor and the seller
                                    of the Mortgaged Property or a third party
                                    entered into a Buydown Agreement. The
                                    Buydown Agreement provides that the seller
                                    of the Mortgaged Property (or third party)
                                    shall deliver to the Seller temporary
                                    Buydown Funds in an amount equal to the
                                    aggregate undiscounted amount of payments
                                    that, when added to the amount the Mortgagor
                                    on such Mortgage Loan is obligated to pay on
                                    each Due Date in accordance with the terms
                                    of the Buydown Agreement, is equal to the
                                    full scheduled Monthly Payment due on such
                                    Mortgage Loan. The temporary Buydown Funds
                                    enable the Mortgagor to qualify for the
                                    Buydown Mortgage Loan. The effective
                                    interest rate of a Buydown Mortgage Loan if
                                    less than the interest rate set forth in the
                                    related Mortgage Note will increase within
                                    the Buydown Period as provided in the
                                    related Buydown Agreement so that the
                                    effective interest rate will be equal to the
                                    interest rate as set forth in the related
                                    Mortgage Note. The Buydown Mortgage Loan
                                    satisfies the requirements of the
                                    Underwriting Guidelines;

                           (2)      The Mortgage and Mortgage Note reflect the
                                    permanent payment terms rather than the
                                    payment terms of the Buydown Agreement. The
                                    Buydown Agreement provides for the payment
                                    by the Mortgagor of the full amount of the
                                    Monthly Payment on any Due Date that the
                                    Buydown Funds are available. The Buydown
                                    Funds were not used to reduce the original
                                    principal balance of the Mortgage Loan or to
                                    increase the Appraised Value of the Mortgage
                                    Property when calculating the Loan-to-Value
                                    Ratios for purposes of the Agreement and, if
                                    the Buydown Funds were provided by the
                                    Seller and if required under Underwriting
                                    Guidelines, the terms of the Buydown
                                    Agreement were disclosed to the appraiser of
                                    the Mortgaged Property;

                           (3)      The Buydown Funds may not be refunded to the
                                    Mortgagor unless the Mortgagor makes a
                                    principal payment for the outstanding
                                    balance of the Mortgage Loan; and

                           (4)      As of the date of origination of the
                                    Mortgage Loan, the provisions of the related
                                    Buydown Agreement complied with the
                                    requirements of Fannie Mae or Freddie Mac
                                    regarding buydown agreements;

                  (xxxviii) Cooperative Loans.

                           With respect to each Cooperative Loan:

                           (1)      The Cooperative Shares are held by a person
                                    as a tenant-stockholder in a Cooperative.
                                    Each original UCC financing statement,
                                    continuation statement or other governmental
                                    filing or recordation necessary to create or
                                    preserve the perfection and priority of the
                                    first lien and security interest in the
                                    Cooperative Loan and Proprietary Lease has
                                    been timely and properly made. Any security
                                    agreement, chattel mortgage or equivalent
                                    document related to the Cooperative Loan and
                                    delivered to Purchaser or its designee
                                    establishes in Purchaser a valid and
                                    subsisting perfected first lien on and
                                    security interest in the Mortgaged Property
                                    described therein, and Purchaser has full
                                    right to sell and assign the same;

                           (2)      A Cooperative Lien Search has been made by a
                                    company competent to make the same which
                                    company is acceptable to Fannie Mae or
                                    Freddie Mac and qualified to do business in
                                    the jurisdiction where the Cooperative is
                                    located;

                           (3)      (i) The term of the related Proprietary
                                    Lease is not less than the terms of the
                                    Cooperative Loan; (ii) there is no provision
                                    in any Proprietary Lease which requires the
                                    Mortgagor to offer for sale the Cooperative
                                    Shares owned by such Mortgagor first to the
                                    Cooperative; (iii) there is no prohibition
                                    in any Proprietary Lease against pledging
                                    the Cooperative Shares or assigning the
                                    Proprietary Lease; (iv) the Cooperative has
                                    been created and exists in full compliance
                                    with the requirements for residential
                                    cooperatives in the jurisdiction in which
                                    the Project is located and qualifies as a
                                    cooperative housing corporation under
                                    Section 210 of the Code; (v) the Recognition
                                    Agreement is on a form published by Aztech
                                    Document Services, Inc. or includes similar
                                    provisions; and (vi) the Cooperative has
                                    good and marketable title to the Project,
                                    and owns the Project either in fee simple;
                                    such title is free and clear of any adverse
                                    liens or encumbrances, except the lien of
                                    any blanket mortgage;

                           (4)      The Seller has the right under the terms of
                                    the Mortgage Note, Pledge Agreement and
                                    Recognition Agreement to pay any maintenance
                                    charges or assessments owed by the
                                    Mortgagor; and

                           (5)      Each Stock Power (i) has all signatures
                                    guaranteed or (ii) if all signatures are not
                                    guaranteed, then such Cooperative Shares
                                    will be transferred by the stock transfer
                                    agent of the Cooperative if the Seller
                                    undertakes to convert the ownership of the
                                    collateral securing the related Cooperative
                                    Loan.;

                  (xxxix)  HOEPA.

                           No Mortgage Loan is a Covered Loan or a High Cost
                           Loan (in the case of state or local law, as
                           determined without giving effect to any available
                           federal preemption, other than any exemptions
                           specifically provided for in the relevant state or
                           local law);

                  (xl)     Anti-Money Laundering Laws.

                           The Seller has complied with all applicable
                           anti-money laundering laws and regulations, (the
                           "Anti-Money Laundering Laws"), and has established an
                           anti-money laundering compliance program as required
                           by the Anti-Money Laundering Laws;

                  (xli)    Bankruptcy.

                           No Mortgagor was a debtor in any state or federal
                           bankruptcy or insolvency proceeding as of the date
                           the Mortgage Loan was closed and the proceeds of the
                           Mortgage Loan were distributed;

                  (xlii)   Due on Sale.

                           The Mortgage or Mortgage Note contains an enforceable
                           provision, to the extent not prohibited by federal
                           law, for the acceleration of the payment of the
                           unpaid principal balance of the Mortgage Loan in the
                           event that the Mortgaged Property is sold or
                           transferred without the prior written consent of the
                           Mortgagee thereunder, provided that, with respect to
                           Mortgage Notes which bear an adjustable rate of
                           interest, such provision shall not be enforceable if
                           the Mortgagor causes to be submitted to the Seller to
                           evaluate the intended transferee as if a new Mortgage
                           Loan were being made to such transferee, and the
                           Seller reasonably determines that the security will
                           not be impaired by such Mortgage Loan assumption and
                           that the risk of breach of any covenant or agreement
                           in such Mortgage is acceptable to the Purchaser;

                  (xliii)  Credit Reporting.

                           With respect to each Mortgage Loan, the Seller has
                           furnished complete information on the related
                           borrower credit files to Equifax, Experian and Trans
                           Union Credit Information Seller, in accordance with
                           the Fair Credit Reporting Act and its implementing
                           regulations;

                  (xliv)   Delivery of Mortgage Files.

                           The Mortgage Loan Documents required to be delivered
                           by the Seller have been delivered to the Custodian.
                           The Seller is in possession of a complete, true and
                           accurate Mortgage File, except for such documents the
                           originals of which have been delivered to the
                           Custodian or for such documents where the originals
                           of which have been sent for recordation;

                  (xlv) Single Premium Credit Life Insurance.

                           No Mortgagor has been offered or required to purchase
                           single premium credit insurance in connection with
                           the origination of the Mortgage Loan;

                  (xlvi) Payment in Full.

                           The Seller had no knowledge, at the time of
                           origination of the Mortgage Loan, of any fact that
                           should have led it to expect that such Mortgage Loan
                           would not be paid in full when due;

                  (xlvii)  MERS Mortgage Loans.

                           With respect to each MERS Mortgage Loan, a MIN has
                           been assigned to the Mortgage Loan, the MIN appears
                           on the Mortgage or related Assignment of Mortgage to
                           MERS, the Mortgage or the related Assignment of
                           Mortgage to MERS has been duly and properly recorded
                           on MERS, and the transfer to the Purchaser has been
                           properly reflected in the MERS System pursuant to the
                           Purchaser's registration instructions;

                  (xlviii) Leasehold Estates.

                           No Mortgage Loan is leasehold Mortgage Loan; and

                  (xlix)   Mixed-Use Property.

                           No Mortgaged Property shall be used solely for
                           commercial purposes. With respect to any Mortgaged
                           Property that is a mixed-use property (i) the
                           Mortgaged Property is a single family dwelling, (ii)
                           any commercial use of the Mortgaged Property
                           represents a legal, permissible use of the Mortgaged
                           Property under federal, state and local laws and
                           ordinances; (iii) the Mortgagor is both the owner and
                           the operator of the business conducted on the
                           Mortgaged Property; and (iv) income from the business
                           use of the Mortgaged Property was not taken into
                           account in determining the Appraised Value of the
                           Mortgaged Property. The Mortgaged Property with
                           respect to each mixed-use property is in material
                           compliance with all applicable environmental laws
                           pertaining to environmental hazards and neither the
                           Company nor, to the Company's knowledge, the related
                           Mortgagor, has received any notice of any violation
                           or potential violation of such law.

                                    EXHIBIT B

                            PREPAYMENT PENALTY MATRIX



<PAGE>

                                   EXHIBIT E

                              REQUEST FOR RELEASE

      TO:   Citibank West
            5280 Corporate Drive
            MS 0052
            Frederick, MD 21703

Re:   Pooling and  Servicing  Agreement  dated as of  February 1, 2006,  among
      Citigroup  Mortgage  Loan Trust Inc.,  as  Depositor,  Wells Fargo Bank,
      N.A. as Servicer,  Citibank,  N.A. as Trust  Administrator and U.S. Bank
      National Association as Trustee

            In connection with the  administration  of the Mortgage Loans held
by you as Trustee for the Owner pursuant to the above-captioned  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:      ______________________________
                                                  Name:
                                                  Title:


Issuer:  ____________________________

                                         Address: ______________________________





Date:    ____________________________   ________________________________________


Trustee


U.S. BANK NATIONAL ASSOCIATION


Please  acknowledge  the execution of the above request by your  signature and
date below:

_____________________________________
Signature                                Date

Documents returned to Trustee:

____________________________________
Trustee                                  Date


<PAGE>

                                   EXHIBIT F-1

                    FORM OF TRANSFEROR REPRESENTATION LETTER

[Date]

Citibank, N.A.
388 Greenwich Street, 14th Floor
New York, NY 10013

      Re:   Citigroup Mortgage Loan Trust Inc., Asset-Backed Pass-Through
            Certificates, Series 2006-WFHE1,  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 February 1, 2006,  among  Citigroup  Mortgage
Loan Trust Inc., as Depositor,  Wells Fargo Bank, N.A. as Servicer,  Citibank,
N.A. as trust  administrator  and U.S.  Bank National  Association  as Trustee
(the  "Pooling  and  Servicing  Agreement"),  pursuant  to which  Pooling  and
Servicing Agreement the Certificates were issued.

<PAGE>

            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:


<PAGE>

                    FORM OF TRANSFEREE REPRESENTATION LETTER

[Date]

Citibank, N.A.
388 Greenwich Street, 14th Floor
New York, NY 10013

      Re:   Citigroup  Mortgage  Loan Trust  Inc.,  Asset-Backed  Pass-Through
            Certificates,   Class,   Series   2006-WFHE1,   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 February 1, 2006,  among  Citigroup  Mortgage Loan Trust
Inc.,  as Depositor,  Wells Fargo Bank,  N.A. as Servicer,  Citibank,  N.A. as
trust administrator and U.S. Bank National Association as Trustee ,   pursuant
to which the Certificates were issued.

                                         [Transferee]



                                         By:      ______________________________
                                                  Name:
                                                  Title:

<PAGE>

                              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
         ___  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.

___   ___     Will the Transferee be purchasing the Certificates  only for the
Yes   No      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.


          ------------------

            (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.



Dated:

                                          ______________________________________
                                          Print Name of Transferee


                                         By:      ______________________________
                                                  Name:
                                                  Title:

<PAGE>

                              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


<PAGE>

                    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

<PAGE>

                                   EXHIBIT F-2



                 FORM OF RESIDUAL CERTIFICATE TRANSFER AFFIDAVIT

STATE OF                  )
                          )  ss.:
COUNTY OF                 )


      The undersigned, being first duly sworn, deposes and says as follows:

            1. The undersigned is an officer of, the proposed Transferee of an
Ownership Interest in a Residual Certificate (the "Certificate") issued pursuant
to the Pooling and Servicing Agreement dated as of February 1, 2006 (the
"Agreement"), among Citigroup Mortgage Loan Trust Inc., as depositor (the
"Depositor"), Wells Fargo Bank, N.A. as Servicer, (the "Servicer"), Citibank,
N.A. as trust administrator and U.S. Bank National Association, as trustee (the
"Trustee"). Capitalized terms used, but not defined herein or in Exhibit 1
hereto, shall have the meanings ascribed to such terms in the Agreement. The
Transferee has authorized the undersigned to make this affidavit on behalf of
the Transferee for the benefit of the Depositor and the Trustee.

            2. The Transferee is, as of the date hereof, and will be, as of the
date of the Transfer, a Permitted Transferee. The Transferee is acquiring its
Ownership Interest in the Certificate for its own account. The Transferee has no
knowledge that any such affidavit is false.

            3. The Transferee has been advised of, and understands that (i) a
tax will be imposed on Transfers of the Certificate to Persons that are not
Permitted Transferees; (ii) such tax will be imposed on the transferor, or, if
such Transfer is through an agent (which includes a broker, nominee or
middleman) for a Person that is not a Permitted Transferee, on the agent; and
(iii) the Person otherwise liable for the tax shall be relieved of liability for
the tax if the subsequent Transferee furnished to such Person an affidavit that
such subsequent Transferee is a Permitted Transferee and, at the time of
Transfer, such Person does not have actual knowledge that the affidavit is
false.

            4. The Transferee has been advised of, and understands that a tax
will be imposed on a "pass-through entity" holding the Certificate if at any
time during the taxable year of the pass-through entity a Person that is not a
Permitted Transferee is the record holder of an interest in such entity. The
Transferee understands that such tax will not be imposed for any period with
respect to which the record holder furnishes to the pass-through entity an
affidavit that such record holder is a Permitted Transferee and the pass-through
entity does not have actual knowledge that such affidavit is false. (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 and, except as may be provided in Treasury Regulations,
persons holding interests in pass-through entities as a nominee for another
Person.)

            5. The Transferee has reviewed the provisions of Section 5.02(d) of
the Agreement and understands the legal consequences of the acquisition of an
Ownership Interest in the Certificate including, without limitation, the
restrictions on subsequent Transfers and the provisions regarding voiding the
Transfer and mandatory sales. The Transferee expressly agrees to be bound by and
to abide by the provisions of Section 5.02(d) of the Agreement and the
restrictions noted on the face of the Certificate. The Transferee understands
and agrees that any breach of any of the representations included herein shall
render the Transfer to the Transferee contemplated hereby null and void.

            6. The Transferee agrees to require a Transfer Affidavit from any
Person to whom the Transferee attempts to Transfer its Ownership Interest in the
Certificate, and in connection with any Transfer by a Person for whom the
Transferee is acting as nominee, trustee or agent, and the Transferee will not
Transfer its Ownership Interest or cause any Ownership Interest to be
Transferred to any Person that the Transferee knows is not a Permitted
Transferee. In connection with any such Transfer by the Transferee, the
Transferee agrees to deliver to the Trustee a certificate substantially in the
form set forth as Exhibit L to the Agreement (a "Transferor Certificate") to the
effect that such Transferee has no actual knowledge that the Person to which the
Transfer is to be made is not a Permitted Transferee.

            7. The Transferee has historically paid its debts as they have come
due, intends to pay its debts as they come due in the future, and understands
that the taxes payable with respect to the Certificate may exceed the cash flow
with respect thereto in some or all periods and intends to pay such taxes as
they become due. The Transferee does not have the intention to impede the
assessment or collection of any tax legally required to be paid with respect to
the Certificate.

            8. The Transferee's taxpayer identification number is ___________.

            9. The Transferee is a U.S. Person as defined in Code Section
7701(a)(30).

            10. The Transferee is aware that the Certificate may be a
"noneconomic residual interest" within the meaning of proposed Treasury
regulations promulgated pursuant to 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 was to impede the assessment or collection of tax.

            11. The Transferee will not cause income from the Certificate to be
attributable to a foreign permanent establishment or fixed base, within the
meaning of an applicable income tax treaty, of the Transferee or any other U.S.
person.

            12. Check one of the following:

              The present value of the anticipated tax liabilities  associated
with holding the Certificate, as applicable, does not exceed the sum of:

            (i)   the present value of any consideration given to the Transferee
                  to acquire such Certificate;

            (ii)  the present value of the expected future distributions on such
                  Certificate; and

            (iii) the present value of the anticipated tax savings associated
                  with holding such Certificate as the related REMIC generates
                  losses.

            For purposes of this  calculation,  (i) the  Transferee is assumed
to pay tax at the highest rate  currently  specified  in Section  11(b) of the
Code (but the tax rate in  Section 55(b)(1)(B) of the Code may be used in lieu
of the highest rate  specified in Section 11(b) of the Code if the  Transferee
has been subject to the  alternative  minimum tax under Section 55 of the Code
in the preceding two years and will compute its taxable  income in the current
taxable year using the  alternative  minimum tax rate) and (ii) present values
are  computed  using a discount  rate  equal to the  short-term  Federal  rate
prescribed  by Section  1274(d) of the Code for the month of the  transfer and
the compounding period used by the Transferee.

              The  transfer of the  Certificate  complies  with U.S.  Treasury
Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly,

            (i)   the Transferee is an "eligible corporation," as defined in
                  U.S. Treasury Regulations Section 1.860E-1(c)(6)(i), as to
                  which income from the Certificate will only be taxed in the
                  United States;

            (ii)  at the time of the transfer, and at the close of the
                  Transferee's two fiscal years preceding the year of the
                  transfer, the Transferee had gross assets for financial
                  reporting purposes (excluding any obligation of a person
                  related to the Transferee within the meaning of U.S. Treasury
                  Regulations Section 1.860E-1(c)(6)(ii)) in excess of $100
                  million and net assets in excess of $10 million;

            (iii) the Transferee will transfer the Certificate only to another
                  "eligible corporation," as defined in U.S. Treasury
                  Regulations Section 1.860E-1(c)(6)(i), in a transaction that
                  satisfies the requirements of Sections 1.860E-1(c)(4)(i), (ii)
                  and (iii) and Section 1.860E-1(c)(5) of the U.S. Treasury
                  Regulations; and

            (iv)  the Transferee determined the consideration paid to it to
                  acquire the Certificate based on reasonable market assumptions
                  (including, but not limited to, borrowing and investment
                  rates, prepayment and loss assumptions, expense and
                  reinvestment assumptions, tax rates and other factors specific
                  to the Transferee) that it has determined in good faith.

            None  of the above.

            13. The Transferee is not an employee benefit plan that is subject
to Title I of ERISA or a plan that is subject to Section 4975 of the Code or a
plan subject to any Federal, state or local law that is substantially similar to
Title I of ERISA or Section 4975 of the Code, and the Transferee is not acting
on behalf of or investing plan assets of such a plan.


<PAGE>


            IN WITNESS WHEREOF, the Transferee has caused this instrument to be
executed on its behalf, pursuant to authority of its Board of Directors, by its
duly authorized officer and its corporate seal to be hereunto affixed, duly
attested, this day of , 20 .


                                        [NAME OF TRANSFEREE]


                                        By:  ___________________________________
                                             Name:
                                             Title:



 [Corporate Seal]

ATTEST:

-----------------------------------------
 [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 the  ___________  of  the  Transferee,  and  acknowledged  that  he
executed  the  same as his  free act and deed and the free act and deed of the
Transferee.

            Subscribed and sworn before me this      day of          , 20  .



                                                      NOTARY PUBLIC

                                         My Commission expires the __ day
                                         of _________, 20__

<PAGE>

                          FORM OF TRANSFEROR AFFIDAVIT

STATE OF NEW YORK         )
                          )
COUNTY OF NEW YORK        )


            __________________________,  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 R  Certificates  or Class R-X
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.

<PAGE>

            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:


<PAGE>

                                    EXHIBIT G

            FORM OF CERTIFICATION WITH RESPECT TO ERISA AND THE CODE

                                     [Date]

Citibank, N.A.
388 Greenwich Street, 14th Floor
New York, NY 10013

Re:   Citigroup Mortgage Loan Trust Inc.
      Asset-Backed Pass-Through Certificates, Series 2006-WFHE1, Mortgage
Class

Dear Sirs:

      _______________________  (the  "Transferee")  intends  to  acquire  from
_____________________  (the "Transferor")  $____________  Initial  Certificate
Principal  Balance  of  Citigroup  Mortgage  Loan  Trust,  Series  2006-WFHE1,
Mortgage Pass-Through  Certificates,  Class [CE] [P] [R] (the "Certificates"),
issued  pursuant to a Pooling and Servicing  Agreement dated as of February 1,
2006  (the  "Agreement"),   among  Citigroup  Mortgage  Loan  Trust  Inc.,  as
depositor  (the  "Depositor"),  Wells  Fargo  Bank,  N.A.  as  Servicer,  (the
"Servicer"),  Citibank,  N.A. as trust  administrator  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 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,  Keogh 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 C.F.R.ss. 2510.3-101.

<PAGE>

                                         Very truly yours,




                                        By:  ___________________________________
                                             Name:
                                             Title:

<PAGE>

                                   EXHIBIT H-1

        FORM CERTIFICATION TO BE PROVIDED BY THE DEPOSITOR WITH FORM 10-K

                  Re:    Citigroup Mortgage Loan Trust, Series 2006-WFHE1
                         Asset Backed Pass-Through Certificates, Series
                         2006-WFHE1
                         ----------------------------------------------------


            I, [_____], certify that:

            l.    I have  reviewed  this annual  report on Form 10-K,  and all
reports on Form 10-D required to be filed in respect of the period  covered by
this  report on Form  10-K of  Citigroup  Mortgage  Loan  Trust,  Asset-Backed
Pass-Through  Certificates,  Series  2006-WFHE1  (the  "Exchange  Act periodic
reports");

            2.    Based on my  knowledge,  the Exchange Act periodic  reports,
taken as a whole,  do 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
with respect to the period covered by this report;

            3.    Based on my knowledge,  all of the  distribution,  servicing
and other  information  required to be provided under Form 10-D for the period
covered by this report is included in the Exchange Act periodic reports;

            4.    Based  on  my  knowledge  and  upon  the  annual  compliance
statement  required  in this  report  under  Item 1123 of  Regulation  AB, and
except as disclosed in the  Exchange  Act periodic  reports,  the Servicer has
fulfilled each of its obligations under the servicing agreement; and

            5.    All  of  the  reports  on  assessment  of  compliance   with
servicing criteria for asset-backed  securities and their related  attestation
reports on assessment of compliance with servicing  criteria for  asset-backed
securities  required to be included  in this  report in  accordance  with Item
1122 of  Regulation  AB and  Exchange  Act Rules  13a-18 and 15d-18  have been
included as an exhibit to this report,  except as otherwise  disclosed in this
report.  Any  material  instances of  noncompliance  described in such reports
have been disclosed in this report on Form 10-K.

            In giving the  certifications  above, I have reasonably  relied on
information provided to me by the following  unaffiliated parties: Wells Fargo
Bank, N.A. and Citibank, N.A.

                                    Date: [__], 2006

<PAGE>


                                         CITIGROUP MORTGAGE LOAN TRUST, INC.


                                        By:  ___________________________________
                                             Name:
                                             Title:
                                             Date:


<PAGE>

                                   EXHIBIT H-2

                            FORM CERTIFICATION TO BE
                PROVIDED TO DEPOSITOR BY THE TRUST ADMINISTRATOR

                  Re:    Citigroup Mortgage Loan Trust, Series 2006-WFHE1
                         Asset Backed Pass-Through Certificates, Series
                         2006-WFHE1
                         ----------------------------------------------------

            The  Trust   Administrator  of  the  Trust,  hereby  certifies  to
Citigroup  Mortgage  Loan  Trust Inc.  (the  "Depositor"),  and its  officers,
directors  and  affiliates,  and with the  knowledge and intent that they will
rely upon this certification, that:

            1.    The Trust  Administrator  has reviewed the annual  report on
Form 10-K for the fiscal year [___],  and all reports on Form 10-D required to
be filed in respect of the period  covered by such Form 10-K of the  Depositor
relating to the above-referenced trust (the "Exchange Act periodic reports");

            2.    Based   on  the   Trust   Administrator's   knowledge,   the
information in the distribution  reports prepared by the Trust  Administrator,
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 that annual report; and

            3.    The   information   provided  by  the  Trust   Administrator
pursuant to Sections 3.21 and 4.07 (solely with respect to  information  about
the Trust  Administrator)  does not contain any untrue  statement  of material
fact.

            4.    Based   on  the   Trust   Administrator's   knowledge,   the
distribution  information  required to be provided by the Trust  Administrator
under the Pooling and  Servicing  Agreement  is included in the  Exchange  Act
periodic reports.

            Capitalized  terms used but not defined  herein have the  meanings
ascribed to them in the Pooling and  Servicing  Agreement,  dated  February 1,
2006  (the  "Pooling  and  Servicing  Agreement"),   among  the  Depositor  as
depositor,  Wells  Fargo  Bank,  N.A.  as  Servicer,  Citibank,  N.A. as trust
administrator and U.S. Bank National Association as trustee.

                                         CITIBANK, N.A.,

                                         as Trust Administrator

                                        By:  ___________________________________
                                             Name:
                                             Title:
                                             Date:

<PAGE>

                                 EXHIBIT H-3

                           FORM CERTIFICATION TO BE
                    PROVIDED TO DEPOSITOR BY THE SERVICER


                  Re:    Citigroup Mortgage Loan Trust, Series 2006-WFHE1
                         Asset Backed Pass-Through Certificates, Series
                         2006-WFHE1
                         ------------------------------------------------------


            I,  [identify the certifying  individual],  acting of [Wells Fargo
Bank, N.A. ("Wells  Fargo")],  certify to Citigroup  Mortgage Loan Trust, Inc.
(the  "Depositor"),  the Trust  Administrator  and their respective  officers,
directors  and  affiliates,  and with the  knowledge and intent that they will
rely upon this certification, that:

            1.    I have  reviewed  the  information  provided  to  the  Trust
Administrator by the Servicer pursuant to the Pooling and Servicing  Agreement
and included in the annual report on Form 10-K for the fiscal year [___],  and
all  reports  on Form  10-D  required  to be filed in  respect  of the  period
covered by such Form 10-K of the  Depositor  relating to the  above-referenced
trust (the "Exchange Act periodic reports") (the "Servicing Information");

            2.    Based on my  knowledge,  the  Servicing  Information  in the
Exchange Act periodic  reports,  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 that annual report;

            3.    Based on my knowledge,  the Servicing  Information  required
to be provided to the Trust  Administrator  by the Servicer has been  provided
as required under the Pooling and Servicing Agreement;

            4.    I am responsible  for reviewing the activities  performed by
the  Servicer  under the Pooling and  Servicing  Agreement  and based upon the
review  required  under the Pooling  and  Servicing  Agreement,  and except as
disclosed  to the  Depositor  and the Trust  Administrator,  the  Servicer has
fulfilled  in all  material  respects  its  obligations  under the Pooling and
Servicing Agreement; and

            5.    I  have  disclosed  to  the  Servicer's   certified   public
accountants  and the Depositor all  significant  deficiencies  relating to the
Servicer's  compliance with the Servicing Criteria as set forth in the Pooling
and Servicing Agreement.

<PAGE>

      Capitalized  terms  used  but  not  defined  herein  have  the  meanings
      ascribed to them in the
Pooling and  Servicing  Agreement,  dated  February 1, 2006 (the  "Pooling and
Servicing  Agreement"),  among the Depositor as  depositor,  Wells Fargo Bank,
N.A.  as  servicer,  Citibank,  N.A.  as trust  administrator  and  U.S.  Bank
National Association as trustee.

                                         [WELLS FARGO BANK, N.A.]


                                        By:  ___________________________________
                                             Name:
                                             Title:
                                             Date:

<PAGE>


                                    EXHIBIT I

                              FORM OF CAP CONTRACT


                     SWISS RE FINANCIAL PRODUCTS CORPORATION
                               55 East 52nd Street
                            New York, New York 10055
                    Fax: (917) 322-7322/Phone: (212) 407-7322


DATE:             February 28, 2006

TO:               U.S. Bank National Association, not in its individual
                  capacity, but solely as trustee for the Citigroup Mortgage
                  Loan Trust Inc., Asset-Backed Pass-Through Certificates,
                  Series 2006-WFHE1 (the "Trustee") ("Party B")
                  Corporate Trust Services
                  One Federal Street - 3rd floor
                  Boston, Massachusetts 02110
                  Phone: (617) 603-6402
                  Fax: (617) 603-6638

                  With a copy to:

                  c/o Citibank, N.A.
                  Jennifer McCourt
                  388 Greenwich St., 14th Floor
                  New York, NY  10013
                  Phone: (212) 816-5680
                  Fax: (212) 816-5527

FROM:             Swiss Re Financial Products Corporation ("Party A")

RE:               CORRIDOR TRANSACTION

Our Reference Number: 803616

Dear Sir or Madam:

         The purpose of this letter agreement is to confirm the terms and
conditions of the Transaction entered into between U.S. Bank National
Association, not in its individual capacity, but solely as trustee for the
Citigroup Mortgage Loan Trust Inc., Asset Backed Pass-Through Certificates,
Series 2006-WFHE1, and Swiss Re Financial Products Corporation (each a "party"
and together "the parties") on the Trade Date specified below (the
"Transaction").

This letter agreement constitutes a "Confirmation" and the definitions and
provisions contained in the 2000 ISDA Definitions (the "Definitions") as
published by the International Swaps and Derivatives Association, Inc., ("ISDA")
are incorporated into this Confirmation. In the event of any inconsistency
between the Definitions and this Confirmation, this Confirmation will govern.
This Confirmation will be governed by and subject to the terms and conditions
which would be applicable if, prior to the Trade Date, the parties had executed
and delivered an ISDA Master Agreement (Multicurrency-Cross Border), in the form
published by ISDA in 1992 (the "Master Agreement"), with the attached Schedule B
as the Schedule to the Master Agreement and the modifications provided below
(collectively, the "Agreement"). In the event of any inconsistency between the
provisions of the Master Agreement and this Confirmation, this Confirmation and
the attached Schedule B will govern.

Other capitalized terms used herein (but not otherwise defined) shall have the
meaning specified in that certain Pooling and Servicing Agreement, dated as of
February 1, 2006 (the "PSA"), among Citigroup Mortgage Loan Trust Inc., as
depositor, Wells Fargo Bank, N.A., as servicer, Citibank, N.A., as trust
administrator, and U.S. Bank National Association, as trustee.

IN THIS CONFIRMATION "PARTY A" MEANS SWISS RE FINANCIAL PRODUCTS CORPORATION AND
"PARTY B" MEANS U.S. BANK NATIONAL ASSOCIATION, NOT IN ITS INDIVIDUAL CAPACITY,
BUT SOLELY AS TRUSTEE FOR THE CITIGROUP MORTGAGE LOAN TRUST INC., ASSET-BACKED
PASS-THROUGH CERTIFICATES, SERIES 2006-WFHE1.

1.       This Confirmation evidences a complete binding agreement between the
parties as to the terms of the Transaction to which this Confirmation relates.
In addition, each party represents to the other party and will be deemed to
represent to the other party on the date on which it enters into a Transaction
that (absent a written agreement between the parties that expressly imposes
affirmative obligations to the contrary for that Transaction):

(I)      PRINCIPAL. In the case of Party A, it is acting as principal and not as
         agent when entering into the Transaction and in the case of Party B, it
         is acting not in its individual capacity but solely as Trustee of the
         Trust when entering into the Transaction.

(II)     NON-RELIANCE. In the case of Party A, it is acting for its own account
         and, in the case of Party B, it is acting not in its individual
         capacity but solely as Trustee, and in the case of both parties, it has
         made its own independent decisions to enter into that Transaction and
         as to whether that Transaction is appropriate or proper for it based
         upon its own judgment and upon advice from such advisors as it has
         deemed necessary and, with respect to Party B, as directed under the
         PSA. It is not relying on any communication (written or oral) of the
         other party as investment advice or as a recommendation to enter into
         that Transaction; it being understood that information and explanations
         related to the terms and conditions of a Transaction shall not be
         considered investment advice or a recommendation to enter into that
         Transaction. No communication (written or oral) received from the other
         party shall be deemed to be an assurance or guarantee as to the
         expected results of that Transaction.

(III)    EVALUATION AND UNDERSTANDING. 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 the Agreement and the Transaction. It is also capable of assuming,
         and assumes, the financial and other risks of the Agreement and the
         Transaction.

(IV)     STATUS OF PARTIES. The other party is not acting as an agent, fiduciary
         or advisor for it in respect of that Transaction


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


      Notional Amount:                  As set forth in the Attached Schedule,
                                        Schedule A

      Trade Date:                       February 14, 2006

      Effective Date:                   February 28, 2006

      Termination Date:                 May 25, 2011, subject to adjustment in
                                        accordance with the Following Business
                                        Day Convention.




FIXED AMOUNTS:

      Fixed Rate Payer:                 Party B

      Fixed Rate Payer Payment Date:    February 28, 2006

      Fixed Amount:                     USD 4,340,000

FLOATING AMOUNTS:

      Floating Rate Payer:              Party A

      Cap Rate:                         4.75%

      Floating                          Rate Payer Period End Dates: The 25th
                                        day of each month of each year,
                                        commencing March 25, 2006, subject to
                                        adjustment in accordance with the
                                        Modified Following Business Day
                                        Convention.

      Floating Rate Payer               Early payment shall be applicable. The
        Payment Dates:                  Floating Rate Payer Payment Date shall
                                        be two (2) Business Days prior to each
                                        Period End Date, commencing on March 23,
                                        2006


      Floating Rate Option:             USD-LIBOR-BBA, provided however, the
                                        rate for a Reset Date will be the rate
                                        for deposits in USD for a period of the
                                        Designated Maturity which appears on the
                                        Telerate Page 3750 as of 11:00 a.m.,
                                        London time, on the day that is two New
                                        York and London Banking Days preceding
                                        that Reset Date. Designated Maturity:
                                        One month

      Spread:                                                  None

      Floating Rate Day                 Actual/360
        Count Fraction:

      Reset Dates:                      The first day of each Calculation
                                        Period.

      Compounding:                      Inapplicable

Business Days for payment:              New York

Calculation Agent:                      Party A

3.       RECORDING OF CONVERSATIONS

Each party (i) consents to the recording of the telephone conversations of
trading and marketing personnel of the parties, (ii) agrees to obtain any
necessary consent of, and give notice of such recording to, such personnel of
it, and (iii) agrees that recordings may be submitted in evidence in any
proceedings relating to this Agreement or any potential Transaction.


4.       ACCOUNT DETAILS:

         Account for payments           JPMorgan Chase Bank
           to Party A:                  SWIFT: CHASUS33
                                        Account of: Swiss Re Financial Products
                                        Account No.: 066-911184
                                        ABA# 021000021

         Account for payments to
           Party B:

5.       OFFICES:

         The Office of Party A for      New York, NY
           this Transaction is:

         The Office of Party B for      Boston, Massachusetts
           this Transaction:

Please promptly confirm that the foregoing correctly sets forth the terms of the
Transaction entered into between us by responding within three (3) Business Days
by executing this Confirmation and returning it to us by facsimile to:

                     SWISS RE FINANCIAL PRODUCTS CORPORATION
                      ATTENTION: DERIVATIVES DOCUMENTATION
                    FAX: (917) 322-7201 PHONE: (212) 407-7322

Failure to respond within such period shall not affect the validity or
enforceability of this Transaction, and shall be deemed to be an affirmation of
the terms and conditions contained herein, absent manifest error.


SWISS RE FINANCIAL PRODUCTS CORPORATION ACCEPTED AND CONFIRMED AS OF THE DATE
FIRST WRITTEN:

                                        U.S. BANK NATIONAL ASSOCIATION, NOT IN
                                        ITS INDIVIDUAL CAPACITY, BUT SOLELY AS
                                        TRUSTEE FOR THE CITIGROUP MORTGAGE LOAN
                                        TRUST INC., ASSET- BACKED PASS-THROUGH
                                        CERTIFICATES, SERIES 2006-WFHE1



By:                                         By:
____________________________________        ____________________________________

Name:                                       Name:
____________________________________                   _________________________

Title:                                      Title:
____________________________________                   _________________________




<PAGE>



SCHEDULE A to the Confirmation dated as February 28, 2006
Re: Reference Number: 803616

Between Swiss Re Financial Products Corporation and U.S. Bank National
Association, not in its individual capacity, but solely as trustee for the
Citigroup Mortgage Loan Trust Inc., Asset-Backed Pass-Through Certificates,
Series 2006-WFHE1.

AMORTIZATION SCHEDULE, subject to adjustment in accordance with the Following
Business Day Convention


<TABLE>
<CAPTION>
         ----------------------------- ------------------------------ ---------------------------
              FROM AND INCLUDING             TO BUT EXCLUDING           NOTIONAL AMOUNT (USD)
         ----------------------------- ------------------------------ ---------------------------
<S>                                    <C>                            <C>
         February 28, 2006             March 25, 2006                       417,400,000.00
         March 25, 2006                April 25, 2006                       411,754,792.19
         April 25, 2006                May 25, 2006                         405,201,032.69
         May 25, 2006                  June 25, 2006                        397,755,858.07
         June 25, 2006                 July 25, 2006                        389,442,143.12
         July 25, 2006                 August 25, 2006                      380,288,791.45
         August 25, 2006               September 25, 2006                   370,330,878.80
         September 25, 2006            October 25, 2006                     359,609,737.48
         October 25, 2006              November 25, 2006                    348,201,526.15
         November 25, 2006             December 25, 2006                    336,481,174.93
         December 25, 2006             January 25, 2007                     325,147,535.76
         January 25, 2007              February 25, 2007                    314,187,825.37
         February 25, 2007             March 25, 2007                       303,589,684.00
         March 25, 2007                April 25, 2007                       293,341,161.26
         April 25, 2007                May 25, 2007                         283,430,702.61
         May 25, 2007                  June 25, 2007                        273,847,136.20
         June 25, 2007                 July 25, 2007                        264,579,660.15
         July 25, 2007                 August 25, 2007                      255,614,872.92
         August 25, 2007               September 25, 2007                   246,937,630.03
         September 25, 2007            October 25, 2007                     238,088,431.02
         October 25, 2007              November 25, 2007                    226,600,580.15
         November 25, 2007             December 25, 2007                    206,091,714.70
         December 25, 2007             January 25, 2008                     187,714,235.93
         January 25, 2008              February 25, 2008                    171,475,195.16
         February 25, 2008             March 25, 2008                       158,621,658.66
         March 25, 2008                April 25, 2008                       152,734,307.21
         April 25, 2008                May 25, 2008                         147,058,628.33
         May 25, 2008                  June 25, 2008                        141,586,910.24
         June 25, 2008                 July 25, 2008                        136,311,726.88
         July 25, 2008                 August 25, 2008                      131,225,922.81
         August 25, 2008               September 25, 2008                   126,322,612.22
         September 25, 2008            October 25, 2008                     121,595,153.54
         October 25, 2008              November 25, 2008                    117,037,154.36
         November 25, 2008             December 25, 2008                    112,642,712.64
         December 25, 2008             January 25, 2009                     108,406,137.50
         January 25, 2009              February 25, 2009                    104,321,164.65
         February 25, 2009             March 25, 2009                       100,382,295.15
         March 25, 2009                April 25, 2009                       100,378,180.65
         April 25, 2009                May 25, 2009                         96,844,000.16
         May 25, 2009                  June 25, 2009                        93,436,027.69
         June 25, 2009                 July 25, 2009                        90,149,694.68
         July 25, 2009                 August 25, 2009                      86,980,597.29
         August 25, 2009               September 25, 2009                   83,924,494.52
         September 25, 2009            October 25, 2009                     80,977,300.72
         October 25, 2009              November 25, 2009                    78,135,079.87
         November 25, 2009             December 25, 2009                    75,394,040.01
         December 25, 2009             January 25, 2010                     72,750,527.95
         January 25, 2010              February 25, 2010                    70,201,024.10
         February 25, 2010             March 25, 2010                       67,742,137.55
         March 25, 2010                April 25, 2010                       65,370,601.30
         April 25, 2010                May 25, 2010                         63,083,267.68
         May 25, 2010                  June 25, 2010                        60,877,103.95
         June 25, 2010                 July 25, 2010                        58,749,188.08
         July 25, 2010                 August 25, 2010                      56,628,887.58
         August 25, 2010               September 25, 2010                   54,577,318.79
         September 25, 2010            October 25, 2010                     52,598,398.38
         October 25, 2010              November 25, 2010                    50,689,355.70
         November 25, 2010             December 25, 2010                    48,847,847.47
         December 25, 2010             January 25, 2011                     47,067,109.04
         January 25, 2011              February 25, 2011                    45,349,443.59
         February 25, 2011             March 25, 2011                       43,692,584.78
         March 25, 2011                April 25, 2011                       42,094,348.78
         April 25, 2011                May 25, 2011                         40,552,631.30
</TABLE>

SCHEDULE B to the Confirmation dated as of February 28, 2006
Re: Reference Number: 803616

Between Swiss Re Financial Products Corporation ("Party A") and U.S. Bank
National Association, not in its individual capacity, but solely as trustee for
the Citigroup Mortgage Loan Trust Inc., Asset Backed Pass-Through Certificates,
Series 2006-WFHE1 ("Party B").

  PART 1. TERMINATION PROVISIONS.

(a)      "SPECIFIED ENTITY" means in relation to Party A for the purpose of the
         Agreement:

         Section 5(a)(v): None.
         Section 5(a)(vi): None.
         Section 5(a)(vii): None.
         Section 5(b)(iv): None.

         and in relation to Party B for the purpose of the Agreement:

         Section 5(a)(v): None.
         Section 5(a)(vi): None.
         Section 5(a)(vii): None.
         Section 5(b)(iv): None.

(b)      "SPECIFIED TRANSACTION" is inapplicable to Party A and Party B for any
         purpose.

(c)      The "BREACH OF AGREEMENT" provisions of Section 5(a)(ii) of the
         Agreement will be inapplicable to Party A and Party B.

(d)      The "CREDIT SUPPORT DEFAULT" provisions of Section 5(a)(iii) of the
         Agreement will be inapplicable to Party B.

(e)      The "MISREPRESENTATION" provisions of Section 5(a)(iv) of the Agreement
         will be inapplicable to Party A and Party B.

(f)      The "DEFAULT UNDER SPECIFIED TRANSACTION" provisions of Section 5(a)(v)
         of the Agreement will be inapplicable to Party A and Party B.

(g)      The "CROSS DEFAULT" provisions of Section 5(a)(vi) of the Agreement
         will be inapplicable to Party A and Party B.

(h)      The "BANKRUPTCY" provision of Section 5(a)(vii)(2) of the Agreement
         will be inapplicable to Party B.

(i)      The "CREDIT EVENT UPON MERGER" provisions of Section 5(b)(iv) of the
         Agreement will be inapplicable to Party A and Party B.

(j)      The "AUTOMATIC EARLY TERMINATION" provision of Section 6(a) of the
         Agreement will be inapplicable to Party A and Party B

(k)      PAYMENTS ON EARLY TERMINATION. For the purpose of Section 6(e) of the
         Agreement:

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

(l)      "TERMINATION CURRENCY" means United States Dollars.

(m)      "ADDITIONAL TERMINATION EVENT" will not apply, except as provided in
         Part 5(l) hereof or any confirmation.

PART 2.  TAX REPRESENTATIONS.

         PAYER REPRESENTATIONS. For the purpose of Section 3(e) of the
         Agreement, Party A and Party B will make the following representation:

         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 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 Agreement, (ii) the satisfaction of the agreement
         contained in Section 4(a)(i) or 4(a)(iii) of the 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 Agreement and (iii) the
         satisfaction of the agreement of the other party contained in Section
         4(d) of the 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) of
         the Agreement by reason of material prejudice to its legal or
         commercial position.

         PAYEE REPRESENTATIONS. For the purpose of Section 3(f) of the
         Agreement, Party A and Party B make the following representations:

         (i) Party A represents that it is a corporation organized under the
laws of the State of Delaware.

         (ii) Party B represents that it is a Trustee under the Pooling and
Servicing Agreement.


PART 3. AGREEMENT TO DELIVER DOCUMENTS.

For the purpose of Sections 4(a)(i) and (ii) of the Agreement, Party A and Party
B agree to deliver the following documents, as applicable:

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

<TABLE>
<CAPTION>
----------------------------- ---------------------------------------------------------- --------------------------------
  PARTY REQUIRED TO DELIVER     FORM/DOCUMENT/CERTIFICATE                                  DATE BY WHICH
  DOCUMENT                                                                                 TO BE DELIVERED
----------------------------- ---------------------------------------------------------- --------------------------------
<S>                           <C>                                                        <C>
  Party                       A and Party B Any form or document required or
                              reasonably requested to Promptly upon reasonable
                              allow the other party to make payments under the
                              demand by the other party. Agreement without any
                              deduction or withholding for or on account of any
                              Tax, or with such deduction or withholding at a
                              reduced rate.
----------------------------- ---------------------------------------------------------- --------------------------------
</TABLE>



(b)      Other documents to be delivered and covered by the Section 3(d)
         representation are:--

<TABLE>
<CAPTION>
---------------------------- --------------------------------- ---------------------------- -------------------------
PARTY REQUIRED TO DELIVER    FORM/DOCUMENT/OR CERTIFICATE      DATE BY WHICH TO BE          COVERED BY SECTION 3(D)
                                                               DELIVERED                    REPRESENTATION
---------------------------- --------------------------------- ---------------------------- -------------------------
<S>                          <C>                               <C>                          <C>
Party A   and Party B        Certified copy of the Board of    Concurrently with the        Yes
                             Directors resolution (or          execution and delivery of
                             equivalent authorizing            the Confirmation.
                             documentation) which sets forth
                             the authority of each signatory
                             to the Confirmation signing on
                             its behalf and the authority of
                             such party to enter into
                             Transactions contemplated and
                             performance of its obligations
                             hereunder.
---------------------------- --------------------------------- ---------------------------- -------------------------

Party A and Party B          Incumbency Certificate (or, if    Concurrently with the        Yes
                             available the current             execution and delivery of
                             authorized signature book or      the Confirmation unless
                             equivalent authorizing            previously delivered and
                             documentation) specifying the     still in full force and
                             names, titles, authority and      effect.
                             specimen signatures of the
                             persons authorized to execute
                             the Confirmation which sets
                             forth the specimen signatures
                             of each signatory to the
                             Confirmation signing on its
                             behalf.
---------------------------- --------------------------------- ---------------------------- -------------------------

Party A                      The Guaranty of Swiss             Concurrently with the        No
                             Reinsurance Company ("Swiss       execution and delivery of
                             Re"), dated as of the date        the Confirmation.
                             hereof, issued by Swiss Re as
                             Party A's Credit Support
                             Provider (in the form annexed
                             hereto as Exhibit A).
---------------------------- --------------------------------- ---------------------------- -------------------------
Party B                      The PSA.                          Concurrently with the No
                                                               execution and delivery of
                                                               the Confirmation.


---------------------------- --------------------------------- ---------------------------- -------------------------
</TABLE>



PART 4.  MISCELLANEOUS.

(a)      ADDRESSES FOR NOTICES. For the purposes of Section 12(a) of the
         Agreement:

         Addresses for notices or communications to Party A and to Party B shall
         be those set forth on the first page of the Confirmation.

(b)      PROCESS AGENT. For the purpose of Section 13(c) of the Agreement:

         Party A appoints as its Process Agent: None.
         Party B appoints as its Process Agent: None.

(c)      OFFICES. With respect to Party A, the provisions of Section 10(a) of
         the Agreement will apply.

(d)      MULTIBRANCH PARTY. For the purpose of Section 10(c) of the Agreement:

         Party A is not a Multibranch Party. Party B is not a Multibranch Party.

(e)      CREDIT SUPPORT DOCUMENT. Details of any Credit Support Document:
         Guaranty of Swiss Re dated as of the date hereof in the form annexed
         hereto as Exhibit A.

(f)      CREDIT SUPPORT PROVIDER.

         Credit Support Provider means in relation to Party A: Swiss Re.
         Credit Support Provider means in relation to Party B: None.

(g)      GOVERNING LAW. This Agreement will be governed by and construed in
         accordance with the laws of the State of New York (without reference to
         choice of law doctrine other than Sections 5-1401 and 5-1402 of the New
         York General Obligations Law).

(h)      NETTING OF PAYMENTS. Subparagraph (ii) of Section 2(c) of the Agreement
         will apply to the Transaction evidenced by the Confirmation.

(i)      "AFFILIATE" will have the meaning specified in Section 14 of the
         Agreement, provided that Party B shall be deemed not to have any
         Affiliates for purposes of this Agreement.

(j)      JURISDICTION. Section 13(b) of the Agreement is hereby amended by: (i)
         deleting in the second line of subparagraph (i) thereof the word
         "non-": and (ii) deleting the final paragraph thereof.

PART 5.  OTHER PROVISIONS.

(a)      MODIFICATIONS TO THE AGREEMENT. Section 3(a) of the Agreement shall be
         amended to include the following additional representations after
         paragraph 3(a)(v):

         (vi) ELIGIBLE CONTRACT PARTICIPANT ETC. It is an "eligible contract
         participant" as defined in Section 1a(12) of the U.S. Commodity
         Exchange Act (7 U.S.C. 1a), as amended by the Commodity Futures
         Modernization Act of 2000 and the Transaction evidenced hereby has been
         the subject of individual negotiations and is intended to be exempt
         from, or otherwise not subject to regulation thereunder.

(b)      WAIVER OF RIGHT TO TRIAL BY JURY. Each party hereby irrevocably waives
         any and all rights to trial by jury in any legal proceeding arising out
         of or relating to this Agreement or any Transaction hereunder.

(c)      ABSENCE OF LITIGATION. In Section 3(c) of the Agreement the words "or
         any of its Affiliates" shall be deleted.

(d)      TAX EVENT. In Section 5(b)(ii)(y) of the Agreement the words ", or
         there is a substantial likelihood that it will," shall be deleted.

(e)      FULLY-PAID PARTY PROTECTED.

         Notwithstanding the terms of Sections 5 and 6 of the Agreement, if
         Party B has satisfied its payment obligations under Section 2(a)(i) of
         the Agreement, then unless Party A is required pursuant to appropriate
         proceedings to return to (a) Party B or otherwise returns to Party B
         upon demand of Party B any portion of such payment, the occurrence of
         an event described in Section 5(a) of the Agreement with respect to
         Party B with respect to this Transaction shall not constitute an Event
         of Default or Potential Event of Default with respect to Party B as the
         Defaulting Party and (b) Party A 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 Agreement with respect to Party A as the
         Affected Party or Section 5(b)(iii) of the Agreement with respect to
         Party A as the Burdened Party. For purposes of the Transaction to which
         this Confirmation relates, Party B's only payment obligation under
         Section 2(a)(i) of the Agreement is to pay the Fixed Amount on the
         Fixed Rate Payer Payment Date.

(f)      TRUSTEE CAPACITY.

         It is expressly understood and agreed by the parties hereto that: (a)
         the sole recourse in respect of the obligations of Party B hereunder
         shall be to the Trust Fund (as defined in the Pooling and Servicing
         Agreement); (b) U.S. Bank National Association ("US Bank") is entering
         into this Confirmation solely in its capacity as trustee under the
         Pooling and Servicing Agreement and not in its individual capacity; (c)
         in no case shall US Bank (or any person acting as successor trustee
         under the Pooling and Servicing Agreement) be personally liable for or
         on account of any of the statements, representations, warranties,
         covenants or obligations stated to be those of Party B under the terms
         of this Confirmation, all such liability, if any, being expressly
         waived by Party A and any person claiming by, through or under Party A;
         and (d) and (d) the parties hereto acknowledge and agree that under the
         Pooling and Servicing Agreement and in connection with this Agreement,
         Citibank, N.A., as Trust Administrator under the Pooling and Servicing
         Agreement (in such capacity, the "Trust Administrator") may act for
         Party B hereunder, and Party A hereby acknowledges and agrees that it
         will, unless otherwise directed by the Trustee under the Pooling and
         Servicing Agreement, make all payments hereunder to, and otherwise deal
         directly with, the Trust Administrator on behalf of Party B. Any and
         all payments made by Party A to the Trust Administrator pursuant to
         this provision shall discharge in full Party A's obligations to make
         payments to Party B under this Agreement.

(g)      TRANSFER, AMENDMENT AND ASSIGNMENT

         No transfer, amendment, waiver, supplement, assignment or other
         modification of this Transaction shall be permitted by either party
         unless (i) each party has given prior written consent to the other
         party, and (ii) each of Moody's Investors Service, Inc. ("Moody's") and
         Standard & Poor's, a division of The McGraw-Hill Companies, Inc.
         ("S&P") have been provided prior notice of such modification and
         confirms in writing (including by facsimile transmission) after such
         notice is given that it will not downgrade, withdraw or modify its
         then-current rating of the Citigroup Mortgage Loan Trust Inc.,
         Asset-Backed Pass-Through Certificates, Series 2006-WFHE1 (the
         "Securities").

(h)      PROCEEDINGS.

         Party A shall not institute against or cause any other person to
         institute against, or join any other person in instituting against,
         Party B, 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 Securities.

(i)      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.

(j)      SECTION 1(C)

         For purposes of Section 1(c) of the Agreement, this Transaction shall
         be the sole Transaction under the Agreement.

(k)      DOWNGRADE OF PARTY A.

         (i) In the event (any such event, a "COLLATERALIZATION EVENT") that the
         long-term senior unsecured debt rating and the short-term obligations
         ratings of Party A's guarantor (or, if there is no guarantor, Party A)
         is reduced below A and A-1 by S&P, or A1 and P-1 by Moody's,
         respectively, to the extent such obligations are rated by S&P and
         Moody's (such ratings thresholds, the "APPROVED RATINGS THRESHOLDS "),
         then within 30 days after such rating downgrade, Party A, at its own
         expense and subject to the Rating Agency Condition, shall either (i)
         cause another entity to replace Party A as party to this Agreement that
         meets or exceeds the Approved Rating Thresholds on terms substantially
         similar to this Agreement, or (ii) deliver collateral in the form of
         cash or U.S. treasury obligations equal to the amount required pursuant
         to the then-current published criteria of the applicable Rating Agency
         (or, if there is no such criteria, an amount equal to Party B's
         "Exposure" (as such term is defined in the CSA) of the Transaction)
         pursuant to the form of the 1994 ISDA Credit Support Annex (New York
         law) (the "CSA") the terms of which are hereby incorporated by
         reference herein, or (iii) obtain a guaranty in a form reasonably
         acceptable to S&P and Moody's, as applicable, of, or a contingent
         agreement of, another person with the Approved Rating Thresholds to
         honor Party A's obligation under this Agreement, or (iv) take such
         other action as Party A may agree in writing with S&P and Moody's,. For
         purposes of this provision, "Rating Agency Condition" means, with
         respect to any particular proposed act or omission to act hereunder
         that the party acting or failing to act must consult with each of the
         Swap Rating Agencies then providing a rating of the Certificates and
         receive from each of the Swap Rating Agencies a prior written
         confirmation that the proposed action or inaction would not cause a
         downgrade or withdrawal of the then-current rating of the Certificates.

         (ii) In the event (any such event, a "SUBSTITUTION EVENT") that the
         long-term senior unsecured debt rating of Party A's guarantor (or, if
         there is no guarantor, Party A) is withdrawn or reduced below BBB- by
         S&P, then within 10 days after such rating withdrawal or downgrade,
         Party A, at its own expense and subject to the Rating Agency Condition,
         shall either (i) cause another entity to replace Party A 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 in a form reasonably acceptable to S&P of, or a contingent
         agreement of, another person with the Approved Rating Thresholds to
         honor Party A's obligation under this Agreement.

         (iii) Upon successful consummation of any replacement or of any
         guaranty pursuant to Part 5(k)(i) or (ii) above, Party A's obligations
         to post collateral as contemplated by this Part 5(k) shall terminate
         and Party B shall release its security interest in, and promptly return
         to Party A, any then-posted collateral (which return shall not be
         subject to the application of any priority of payments or similar
         provision).

(l)      ADDITIONAL TERMINATION EVENTS.

         (i) If, upon the occurrence of a Swap Disclosure Event (as defined in
         Part 5(m) below) Party A has not, within 10 days after such Swap
         Disclosure Event complied with any of the provisions set forth in Part
         5(m)(iii) below, then an Additional Termination Event shall have
         occurred with respect to Party A and Party A shall be the sole Affected
         Party with respect to such Additional Termination Event.

         (ii) If either a Collateralization Event has occurred and Party A has
         not complied with Part 5(k)(i) above or a Substitution Event has
         occurred and Party A has not complied with Part 5(k)(ii) above, then an
         Additional Termination Event shall have occurred with respect to Party
         A and Party A shall be the sole Affected Party with respect to such an
         Additional Termination Event.

(m)      COMPLIANCE WITH REGULATION AB.

         (i) Party A agrees and acknowledges that Citigroup Mortgage Loan Trust
         Inc. ("CMLTI") is required under Regulation AB under the Securities Act
         of 1933, as amended, and the Securities Exchange Act of 1934, as
         amended (the "EXCHANGE ACT") (" REGULATION AB"), to disclose certain
         financial information regarding Party A or its group of affiliated
         entities, if applicable, depending on the aggregate "significance
         percentage" of this Agreement and any other derivative contracts
         between Party A or its group of affiliated entities, if applicable, and
         Party B, as calculated from time to time in accordance with Item 1115
         of Regulation AB.

         (ii) It shall be a swap disclosure event ("SWAP DISCLOSURE EVENT") if,
         on any Business Day after the date hereof, CMLTI requests from Party A
         the applicable financial information described in Item 1115 of
         Regulation AB (such request to be based on a reasonable determination
         by CMLTI, in good faith, that such information is required under
         Regulation AB) (the "SWAP FINANCIAL DISCLOSURE").

         (iii) Upon the occurrence of a Swap Disclosure Event, Party A, at its
         own expense, shall (a) provide to CMLTI the Swap Financial Disclosure,
         (b) secure another entity (which may be an affiliate of Party A) to
         replace Party A as party to this Agreement on terms substantially
         similar to this Agreement and subject to prior notification to the Swap
         Rating Agencies, which entity (or a guarantor therefor) meets or
         exceeds the Approved Rating Thresholds and which entity is able to
         comply with the requirements of Item 1115 of Regulation AB or (c)
         obtain a guaranty, subject to Rating Agency Condition, in a form
         reasonably acceptable to S&P, Moody's, and Fitch, as applicable, of, or
         a contingent agreement of, another person with the Approved Rating
         Thresholds to honor Party A's obligation under this Agreement; provided
         that such person is an affiliate of Party A that is able to comply with
         the financial information disclosure requirements of Item 1115 of
         Regulation AB, such that disclosure provided in respect of such
         affiliate will satisfy any disclosure requirements applicable to Party
         A, and provided, further, that Party A will cause such affiliate to
         provide Swap Financial Disclosure to CMLTI. If permitted by Regulation
         AB, any required Swap Financial Disclosure may be provided by
         incorporation by reference from reports filed pursuant to the Exchange
         Act.

         (iv) Party A agrees that, in the event that Party A provides Swap
         Financial Disclosure to CMLTI in accordance with Part 5(m)(iii)(a) or
         causes its affiliate to provide Swap Financial Disclosure to CMLTI in
         accordance with Part 5(m)(iii)(c), it or the guarantor, if applicable,
         will indemnify and hold harmless CMLTI, its respective directors or
         officers and any person controlling CMLTI, from and against any and all
         losses, claims, damages and liabilities caused by any untrue statement
         or alleged untrue statement of a material fact contained in such Swap
         Financial Disclosure or caused by any omission or alleged omission to
         state in such Swap Financial Disclosure a material fact required to be
         stated therein or necessary to make the statements therein, in light of
         the circumstances under which they were made, not misleading.

(n)      AMENDMENT TO ISDA FORM.

         The "Failure to Pay or Deliver" provision in Section 5(a)(i) of the
         Agreement is hereby amended by deleting the word "third" in the third
         line thereof and inserting the word "first" in place thereof.

(o)      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.


<PAGE>



                                                                       Exhibit A

                                    GUARANTY

To: U.S. Bank National Association, not in its individual capacity, but solely
as trustee for the Citigroup Mortgage Loan Trust Inc., Asset Backed Pass-Through
Certificates, Series 2006-WFHE1 (the "Rated Securities") pursuant to the Pooling
and Servicing Agreement, dated as of February 1, 2006, among Citicorp Mortgage
Loan Trust Inc. as depositor, Wells Fargo Bank, N.A., as servicer, Citibank,
N.A., as trust administrator and U.S. Bank National Association, as trustee

1.       The undersigned, SWISS REINSURANCE COMPANY, a Swiss company (the
"Guarantor"), hereby absolutely and unconditionally guarantees the prompt
payment as and when due of all obligations of its indirect, wholly-owned
subsidiary SWISS RE FINANCIAL PRODUCTS CORPORATION, a Delaware corporation ("THE
GUARANTEED SUBSIDIARY") under, in connection with or ancillary to a long form
confirmation dated as of February 28, 2006 between the Beneficiary and THE
GUARANTEED SUBSIDIARY as amended or restated from time to time (the
"Agreements") which support the issuance of the Rated Securities. In this
Guarantee these obligations are referred to as the "Guaranteed Obligations".
This Guarantee is given solely for the benefit of, and is enforceable only by,
the Beneficiary or any trustee as assignee of the Beneficiary to which this
Guarantee has been validly assigned in accordance with applicable law and who is
acting as trustee for the investors in the Rated Securities.

2.       This Guarantee constitutes a Guarantee of payment and not of collection
and is not conditional or contingent upon any attempts to collect from, or
pursue or exhaust any rights or remedies against, THE GUARANTEED SUBSIDIARY. A
demand for payment hereunder may at the Beneficiary's option be made in writing
addressed to the Chief Financial Officer of the Guarantor. This Guarantee is not
however dependent in any way on the manner of the demand for payment. Delay in
making a claim will not affect the Guarantor's obligations under this Guarantee
unless the relevant legal limitation period has expired.

3.       This Guarantee constitutes, and is intended by the Guarantor to
constitute, an unlimited non-accessory undertaking (,,unbeschrankte, nicht
akzessorische Verpflichtung") within the meaning of Article 111 of the Swiss
Code of Obligations (,CO`) and is not a mere surety (,,Burgschaft") within the
meaning of Article 492 et seq of the CO.

4.       Notwithstanding any reference to the obligations of THE GUARANTEED
SUBSIDIARY, the Guarantor's obligations under this Guarantee are its absolute
and independent obligations as a primary obligor. Payment of a claim hereunder
is required as soon as the Guaranteed Obligations are due and payable.

5.       To the extent that any event or circumstance would give rise to any
legal or equitable discharge, defence or other rights of the Guarantor under
this Guarantee, but which event or circumstance would not give rise to any
discharge, defence or other rights of THE GUARANTEED SUBSIDIARY under the
Agreements, the Guarantor hereby fully waives, subject to paragraph 7 below,
such discharge, defence, or other rights and the Guarantor's liability hereunder
shall continue as if such event or circumstance had not arisen.

6.       The Guarantor further agrees, subject to paragraph 7 below, that to the
extent that any event or circumstance gives rise to any legal or equitable
discharge, defence or other rights available to both the Guarantor under the
Guarantee and THE GUARANTEED SUBSIDIARY under the Agreements, the Guarantor
hereby agrees to waive such discharge, defense or other rights against the
Beneficiary, until such time as all the Guaranteed Obligations in relation to
the same event or circumstance have been fully met as required to protect
investors in the Rated Securities.

7.       Notwithstanding any other provision of this Guarantee, the Guarantor
will have the right, prior to making any payment under this Guarantee, to (a)
assert such rights of offset as are set forth in the Agreements to the extent
that such rights relate to amounts due and payable by the Beneficiary to THE
GUARANTEED SUBSIDIARY and not to amounts which are subject to dispute; and (b)
defend manifestly fraudulent claims under this Guarantee made by the
Beneficiary.

8.       This Guarantee will continue in full force and effect in relation to
all Guaranteed Obligations until all the Guaranteed Obligations have been
satisfied in full. For the avoidance of doubt, all Guaranteed Obligations
entered into by THE GUARANTEED SUBSIDIARY during the term of this Guarantee
shall be honoured in accordance with this Guarantee and shall be binding on the
Guarantor and its successors and assigns. This Guarantee may be amended only as
necessary to reflect changes to the Guaranteed Obligations which are validly
agreed to by the Beneficiary (or the trustee as assignee of the Beneficiary) in
accordance with the terms of the Rated Securities, including any requirement to
obtain the consent of some or all of the investors in the Rated Securities.

9.       If any payment by THE GUARANTEED SUBSIDIARY is avoided, recaptured or
reduced as a result of insolvency or any similar event affecting creditors
rights generally having occurred in respect of THE GUARANTEED SUBSIDIARY, the
Guarantor's liability under this Guarantee shall continue as if the avoided,
recaptured or reduced payment had not occurred.

10.      Upon payment by the Guarantor to the Beneficiary of any amount due
under this Guarantee, the Guarantor shall be entitled to require the assignment
to it of the rights of the Beneficiary against THE GUARANTEED SUBSIDIARY to the
extent satisfied by such payment, and the Beneficiary will take at the
Guarantor's expense such steps as the Guarantor may reasonably require to
implement such assignment. The Guarantor shall not exercise any rights against
THE GUARANTEED SUBSIDIARY which it may acquire in consequence of such payment
and assignment unless and until all the Guaranteed Obligations to the
Beneficiary shall have been paid in full.

11.      This Guarantee is governed and will be construed in accordance with
Swiss law. The exclusive place of jurisdiction for any legal proceeding
hereunder shall be Zurich, Switzerland.

IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be executed in
its name as of the 28th day of February, 2006.



                                        SWISS REINSURANCE COMPANY




<PAGE>

                                  EXHIBIT J


                          CAP ADMINISTRATION AGREEMENT

                  This Cap Administration Agreement, dated February 28, 2006
(this "Agreement"), among Citibank, N.A., a national banking association
("Citibank"), as cap administrator (in such capacity, the "Cap Administrator")
and as trust administrator under the Pooling and Servicing Agreement, as
hereinafter defined (in such capacity, the "Trust Administrator"), and Citigroup
Global Markets Realty Corp. ("CGMRC").

                  WHEREAS, the U.S. Bank National Association as trustee under
the Pooling and Servicing Agreement (the "Trustee"), on behalf of the holders of
the Citigroup Mortgage Loan Trust Inc., Asset-Backed Pass-Through Certificates,
Series 2006-WFHE1 is counterparty to a Cap Contract (the "Cap Contract"), a copy
of which is attached hereto as Exhibit A, between the Trustee and Citibank, N.A.
(the "Cap Provider"); and

                  WHEREAS, it is desirable to irrevocably appoint the Cap
Administrator, and the Cap Administrator desires to accept such appointment, to
receive and distribute funds payable by Cap Provider under the Cap Contract as
provided herein;

                  NOW, THEREFORE, in consideration of the mutual covenants
contained herein, and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties agree as follows:

1.       Definitions. Capitalized terms used but not otherwise defined herein
shall have the respective meanings assigned thereto in the Pooling and Servicing
Agreement, dated as of February 1, 2006 (the "Pooling and Servicing Agreement"),
among Citigroup Mortgage Loan Trust Inc., as depositor, Wells Fargo Bank, N.A.,
as servicer, the Trustee and the Trust Administrator relating to the Citigroup
Mortgage Loan Trust 2006-WFHE1, Asset-Backed Pass-Through Certificates, Series
2006-WFHE1 (the "Certificates"), or in the related Indenture, as the case may
be, as in effect on the date hereof.

2.       Cap Administrator.

         (a) The Cap Administrator is hereby irrevocably appointed to receive
all funds paid by Cap Provider, or its successors in interest under the Cap
Contract and the Cap Administrator hereby accepts such appointment and hereby
agrees to receive such amounts on each Distribution Date and distribute such
amounts in the following order of priority:

                  (i) first, to the Trust Administrator for deposit into the Cap
         Account, an amount equal to the sum of the following amounts remaining
         outstanding after distribution of the Net Monthly Excess Cashflow: (A)
         Unpaid Interest Carry Forward Amounts; (B) Net WAC Rate Carryover
         Amounts; (C) an amount necessary to maintain or restore the
         Overcollateralization Target Amount; and (D) any Allocated Realized
         Loss Amounts;

                  (ii) second, to CGMRC, any amounts remaining after payment of
         (i) above, PROVIDED, HOWEVER, upon the issuance of notes by an issuer
         (the "Trust"), secured by all or a portion of the Class CE Certificates
         and the Class P Certificates (the "NIM Notes"), CGMRC hereby instructs
         the Cap Administrator to make any payments under this clause 2(a)(ii)
         in the following order of priority:

                           (A) to the Indenture Trustee Administrator for the
                  Trust, for deposit into the Note Account (each as to defined
                  in the related Indenture), and until satisfaction and
                  discharge of the Indenture, the Floating Amount (as defined in
                  Annex I); and

                           (B) concurrently, to the Holders of the Class CE
                  Certificates, PRO RATA based on the outstanding Notional
                  Amount of each such Certificate.

         (b) The Cap Administrator agrees to hold any amounts under the Cap
Contract in trust upon the terms and conditions and for the exclusive use and
benefit of the Trustee, the Trust Administrator and the Indenture Trustee
Administrator, as applicable (in turn for the benefit of the Certificateholders,
the Noteholders and the NIMS Insurer, if any) as set forth herein. The rights,
duties and liabilities of the Cap Administrator in respect of this Agreement
shall be as follows:

                  (i) The Cap Administrator shall have the full power and
         authority to do all things not inconsistent with the provisions of this
         Agreement that it may deem advisable in order to enforce the provisions
         hereof. The Cap Administrator shall not be answerable or accountable
         except for its own bad faith, willful misconduct or negligence. The Cap
         Administrator shall not be required to take any action to exercise or
         enforce any of its rights or powers hereunder which, in the opinion of
         the Cap Administrator, shall be likely to involve expense or liability
         to the Cap Administrator, unless the Cap Administrator shall have
         received an agreement satisfactory to it in its sole discretion to
         indemnify it against such liability and expense.

                  (ii) The Cap Administrator shall not be liable with respect to
         any action taken or omitted to be taken by it in good faith in
         accordance with the direction of any party hereto or the NIMS Insurer,
         if any, or otherwise as provided herein, relating to the time, method
         and place of conducting any proceeding for any remedy available to the
         Cap Administrator or exercising any right or power conferred upon the
         Cap Administrator under this Agreement.

                  (iii) The Cap Administrator may perform any duties hereunder
         either directly or by or through agents or attorneys of the Cap
         Administrator. The Cap Administrator shall not be liable for the acts
         or omissions of its agents or attorneys so long as the Cap
         Administrator chose such Persons with due care.

         3. Cap Account. The Cap Administrator shall segregate and hold all
funds received from Cap Provider pursuant to the Cap Contract (including any Cap
Termination Payment) separate and apart from any of its own funds and general
assets and shall establish and maintain in the name of the Cap Administrator one
or more segregated accounts (such account or accounts, the "Cap Account"), held
in trust for the benefit of the Trustee, the Trust Administrator, the Indenture
Trustee Administrator and the parties to this Agreement. All amounts on deposit
in the Cap Account shall remain uninvested unless the Cap Administrator receives
instructions to the contrary from any party hereto, with the consent of the NIMS
Insurer, if any. The Cap Administrator hereby agrees that it holds and shall
hold the Cap Account and all amounts deposited therein in trust for the
exclusive use and benefit of the Trustee, the Trust Administrator and the
Indenture Trustee Administrator as their interests may appear.

         4. Replacement Cap Contracts.

                  The Trust Administrator shall, at the direction of the NIMS
Insurer, if any, or, with the consent of the NIMS Insurer, if any, at the
direction of CGMRC, enforce all of its rights and exercise any remedies under
the Cap Contract. In the event the Cap Contract is terminated as a result of the
designation by either party thereto of an Early Termination Date (as defined
therein), the Trust Administrator shall, at the direction of CGMRC, find a
replacement counterparty to enter into a replacement cap contract.

                  Any Cap Termination Payment received by the Cap Administrator
shall be deposited in the Cap Account and shall be used to make any upfront
payment required under a replacement cap contract.

         5. Representations and Warranties of Citibank. Citibank represents and
warrants as follows:

         (a) Citibank is duly organized and validly existing as a national
banking association under the laws of the United States and has all requisite
power and authority to execute and deliver this Agreement, to perform its
obligations as Cap Administrator hereunder.

         (b) The execution, delivery and performance of this Agreement by
Citibank as Trust Administrator have been duly authorized in the Pooling and
Servicing Agreement.

         (c) This Agreement has been duly executed and delivered by Citibank as
Cap Administrator and Trust Administrator and is enforceable against Citibank in
such capacities in accordance with its terms, except as enforceability may be
affected by bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws relating to or affecting creditors' rights
generally, general equitable principles (whether considered in a proceeding in
equity or at law).

         6. Replacement of Cap Administrator.

                  Any corporation, bank, trust company or association into which
the Cap Administrator may be merged or converted or with which it may be
consolidated, or any corporation, bank, trust company or association resulting
from any merger, conversion or consolidation to which the Cap Administrator
shall be a party, or any corporation, bank, trust company or association
succeeding to all or substantially all the corporate trust business of the Cap
Administrator, shall be the successor of the Cap Administrator hereunder,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto, except to the extent that assumption of its duties
and obligations, as such, is not effected by operation of law.

                  No resignation or removal of the Cap Administrator and no
appointment of a successor Cap Administrator shall become effective until the
appointment by CGMRC of a successor cap administrator acceptable to the NIMS
Insurer, if any. Any successor cap administrator shall execute such documents or
instruments necessary or appropriate to vest in and confirm to such successor
cap administrator all such rights and powers conferred by this Agreement.

                  The Cap Administrator may resign at any time by giving written
notice thereof to the other parties hereto with a copy to the NIMS Insurer, if
any. If a successor cap administrator shall not have accepted the appointment
hereunder within 30 days after the giving by the resigning cap administrator of
such notice of resignation, the resigning cap administrator may petition any
court of competent jurisdiction for the appointment of a successor cap
administrator acceptable to the NIMS Insurer, if any.

                  In the event of a resignation or removal of the Cap
Administrator, CGMRC shall promptly appoint a successor Cap Administrator
acceptable to the NIMS Insurer, if any. If no such appointment has been made
within 10 days of the resignation or removal, the NIMS Insurer, if any, may
appoint a successor Cap Administrator.

         7. Trustee or Trust Administrator Obligations.

                  Whenever the Trustee or the Trust Administrator, has the
option or is requested in such capacity, whether such request is by the
counterparty to such agreement, to take any action or to give any consent,
approval or waiver that it is entitled to take or give in such capacity,
including, without limitation, in connection with an amendment of such agreement
or the occurrence of a default or termination event thereunder, the Trustee
shall cause the Trust Administrator to promptly notify the parties hereto and
the NIMS Insurer, if any, of such request in such detail as is available to it
and, shall, on behalf of the parties hereto and the NIMS Insurer, if any, take
such action in connection with the exercise and/or enforcement of any rights
and/or remedies available to it in such capacity with respect to such request as
the NIMS Insurer, if any, shall direct in writing; provided that if no such
direction is received prior to the date that is established for taking such
action or giving such consent, approval or waiver (notice of which date shall be
given by the Trust Administrator to the parties hereto and the NIMS Insurer, if
any), Trust Administrator may abstain from taking such action or giving such
consent, approval or waiver.

                  The Trustee shall cause the Trust Administrator to forward to
the parties hereto and the NIMS Insurer, if any, on the Payment Date following
its receipt thereof copies of any and all notices, statements, reports and/or
other material communications and information (collectively, the "Cap Reports")
that it receives in connection with the Cap Contract or from the counterparty
thereto.

         8. Miscellaneous.

         (a) This Agreement shall be governed by and construed in accordance
with the laws of the State of New York.

         (b) Any action or proceeding against any of the parties hereto relating
in any way to this Agreement may be brought and enforced in the courts of the
State of New York sitting in the borough of Manhattan or of the United States
District Court for the Southern District of New York and the Cap Administrator
irrevocably submits to the jurisdiction of each such court in respect of any
such action or proceeding. The Cap Administrator waives, to the fullest extent
permitted by law, any right to remove any such action or proceeding by reason of
improper venue or inconvenient forum.

         (c) This Agreement may be amended, supplemented or modified in writing
by the parties hereto, but only with the consent of the NIMS Insurer, if any.

         (d) This Agreement may not be assigned or transferred without the prior
written consent of the NIMS Insurer, if any; provided, however, the parties
hereto acknowledge and agree to the assignment of the rights of CGMRC as
provided under this Agreement pursuant to the Sale Agreement, the Trust
Agreement and the Indenture.

         (e) This Agreement may be executed by one or more of the parties to
this Agreement on any number of separate counterparts (including by facsimile
transmission), and all such counterparts taken together shall be deemed to
constitute one and the same instrument.

         (f) Any provision of this Agreement which is prohibited 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 shall not invalidate or render unenforceable such provision in any
other jurisdiction.

         (g) The representations and warranties made by the parties to this
Agreement shall survive the execution and delivery of this Agreement. No act or
omission on the part of any party hereto shall constitute a waiver of any such
representation or warranty.

         (h) The article and section headings herein are for convenience of
reference only, and shall not limit or otherwise affect the meaning hereof.

         (i) The representations and warranties made by the parties to this
Agreement shall survive the execution and delivery of this Agreement. No act or
omission on the part of any party hereto shall constitute a waiver of any such
representation or warranty.

         9. Third-Party Beneficiary. Each of the Note Insurer, the Backup Note
Insurer and the Indenture Trustee Administrator, if any, shall be deemed a
third-party beneficiary of this Agreement to the same extent as if it were a
party hereto, and shall have the right to enforce the provisions of this
Agreement.

         10. Cap Administrator and Trust Administrator Rights. The Cap
Administrator shall be entitled to the same rights, protections and indemnities
afforded to the Trust Administrator under the Pooling and Servicing Agreement
and the Indenture Trustee Administrator under the Indenture, in each case, as if
specifically set forth herein with respect to the Cap Administrator.

         11. Limited Recourse. It is expressly understood and agreed by the
parties hereto that this Agreement is executed and delivered by the Trust
Administrator, not in its individual capacity but solely as trust administrator
under the Pooling and Servicing Agreement. Notwithstanding any other provisions
of this Agreement, the obligations of the Trust Administrator under this
Agreement are non-recourse to the Trust Administrator, its assets and its
property, and shall be payable solely from the assets of the Trust Fund, and
following realization of such assets, any claims of any party hereto shall be
extinguished and shall not thereafter be reinstated. No recourse shall be had
against any principal, director, officer, employee, beneficiary, shareholder,
partner, member, trustee, agent or affiliate of the Trust Administrator or any
person owning, directly or indirectly, any legal or beneficial interest in the
Trust Administrator, or any successors or assigns of any of the foregoing (the
"Exculpated Parties") for the payment of any amount payable under this
Agreement. The parties hereto shall not enforce the liability and obligations of
the Trust Administrator to perform and observe the obligations contained in this
Agreement by any action or proceeding wherein a money judgment establishing any
personal liability shall be sought against the Trust Administrator, subject to
the following sentence, or the Exculpated Parties. The agreements in this
paragraph shall survive termination of this Agreement and the performance of all
obligations hereunder.

<PAGE>

                  IN WITNESS WHEREOF, the parties have caused this Agreement to
be duly executed and delivered as of the day and year first above written.

                                        CITIBANK, N.A.
                                        as Cap Administrator


                                        By:  ___________________________________
                                             Name:
                                             Title:

                                        CITIBANK, N.A.,
                                        not in its individual capacity but
                                        solely as Trust Administrator under the
                                        Pooling and Servicing Agreement


                                        By:  ___________________________________
                                             Name:
                                             Title:

                                        CITIGROUP GLOBAL MARKETS REALTY CORP.


                                        By:  ___________________________________
                                             Name:
                                             Title:


Agreed and Confirmed by:
U.S. BANK NATIONAL ASSOCIATION,
not in its individual capacity but solely as
Trustee

By:  ___________________________________
     Name:
     Title:

<PAGE>



                                    EXHIBIT A

                                  CAP CONTRACT

<PAGE>


                                     ANNEX I

The amounts paid under clause 2(a)(ii) of the Cap Administration Agreement shall
be calculated as follows:

FLOATING AMOUNT:

      Floating Rate Payer:              Citibank, N.A.

      Cap Rate:                         4.6000%


      Floating                          Amount To be determined in accordance
                                        with the following formula:

                                        The product of: (i) LIBOR minus the Cap
                                        Rate, (ii) the Notional Amount; and
                                        (iii) the Floating Rate Day Count
                                        Fraction;

                                        PROVIDED, HOWEVER, the Cap Administrator
                                        will only be obligated to pay the
                                        Floating Amount up to the amount
                                        remaining after payments are made under
                                        clause 2(a)(i) of the Cap Administration
                                        Agreement.

                                        The Floating Amount shall be paid to the
                                        Indenture Trustee for payment in
                                        accordance with Section 2.09(e) of the
                                        Indenture.

      Floating Rate Day                 Actual/360.
        Count Fraction:

     Notional Amount:                   The amount set forth for such period in
                                        the Amortization Schedule A.


<PAGE>

                              SCHEDULE A TO ANNEX I

                                  CAP SCHEDULE

------------ ---------------------- -------- ----------------------
  PERIOD     NOTIONAL BALANCE ($)   PERIOD   NOTIONAL BALANCE ($)
------------ ---------------------- -------- ----------------------
     1                                33
             417,400,000.00                     117,037,154.36

     2       411,754,792.19           34        112,642,712.64

     3       405,201,032.69           35        108,406,137.50

     4       397,755,858.07           36        104,321,164.65

     5       389,442,143.12           37        100,382,295.15

     6       380,288,791.45           38        100,378,180.65

     7       370,330,878.80           39         96,844,000.16

     8       359,609,737.48           40         93,436,027.69

     9       348,201,526.15           41         90,149,694.68

    10       336,481,174.93           42         86,980,597.29

    11       325,147,535.76           43         83,924,494.52

    12       314,187,825.37           44         80,977,300.72

    13       303,589,684.00           45         78,135,079.87

    14       293,341,161.26           46         75,394,040.01

    15       283,430,702.61           47         72,750,527.95

    16       273,847,136.20           48         70,201,024.10

    17       264,579,660.15           49         67,742,137.55

    18       255,614,872.92           50         65,370,601.30

    19       246,937,630.03           51         63,083,267.68

    20       238,088,431.02           52         60,877,103.95

    21       226,600,580.15           53         58,749,188.08

    22       206,091,714.70           54         56,628,887.58

    23       187,714,235.93           55         54,577,318.79

    24       171,475,195.16           56         52,598,398.38

    25       158,621,658.66           57         50,689,355.70

    26       152,734,307.21           58         48,847,847.47

    27       147,058,628.33           59         47,067,109.04

    28       141,586,910.24           60         45,349,443.59

    29       136,311,726.88           61         43,692,584.78

    30       131,225,922.81           62         42,094,348.78

    31       126,322,612.22           63         40,552,631.30

    32       121,595,153.54           64                  0.00
------------ ---------------------- -------- ----------------------


<PAGE>


                                   SCHEDULE 1

                             MORTGAGE LOAN SCHEDULE

                            (Available upon request)


<PAGE>

                                  SCHEDULE 2

                          PREPAYMENT CHARGE SCHEDULE






             * Subject to clarification from the SEC.