CITIGROUP MORTGAGE LOAN TRUST INC.
                                    Depositor


                             WELLS FARGO BANK, N.A.
                                 Master Servicer


                             WELLS FARGO BANK, N.A.
                               Trust Administrator


                                       and


                       HSBC BANK USA, NATIONAL ASSOCIATION
                                     Trustee

                    _________________________________________

                         POOLING AND SERVICING AGREEMENT
                          Dated as of September 1, 2004
                    _________________________________________

                       Mortgage Pass-Through Certificates

                                Series 2004-HYB3



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                                TABLE OF CONTENTS


                                    ARTICLE I

                                   DEFINITIONS
<S>                                                                                                            <C>
  Section 1.01.       Defined Terms...............................................................................3
  Section 1.02.       Allocation of Certain Interest Shortfalls..................................................47
  Section 1.03.       Rule of Construction.......................................................................47

                                   ARTICLE II

         CONVEYANCE OF MORTGAGE LOANS ORIGINAL ISSUANCE OF CERTIFICATES
  Section 2.01.       Conveyance of Mortgage Loans...............................................................48
  Section 2.02.       Acceptance of Trust Fund by the Trustee....................................................51
  Section 2.03.       Repurchase or Substitution of Mortgage Loans by the Mortgage Loan Seller, the Underlying
                      Seller or the Depositor....................................................................53
  Section 2.04.       Reserved...................................................................................56
  Section 2.05.       Representations, Warranties and Covenants of the Master Servicer...........................56
  Section 2.06.       Issuance of the Certificates...............................................................58
  Section 2.07.       Conveyance of the REMIC I Regular Interests; Acceptance of REMIC II by the Trustee.........58

                                   ARTICLE III

               ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS
  Section 3.01.       Master Servicer to Act as Master Servicer..................................................59
  Section 3.02.       [Reserved].................................................................................60
  Section 3.03.       Monitoring of Servicers....................................................................60
  Section 3.04.       Fidelity Bond..............................................................................61
  Section 3.05.       Power to Act; Procedures...................................................................61
  Section 3.06.       Due on Sale Clauses; Assumption Agreements.................................................62
  Section 3.07.       Release of Mortgage Files..................................................................62
  Section 3.08.       Documents, Records and Funds in Possession of Master Servicer to be Held for Trustee.......63
  Section 3.09.       Standard Hazard Insurance and Flood Insurance Policies.....................................64
  Section 3.10.       Presentment of Claims and Collection of Proceeds...........................................64
  Section 3.11.       Maintenance of Primary Mortgage Insurance Policies.........................................65
  Section 3.12.       Trustee to Retain Possession of Certain Insurance Policies and Documents...................65
  Section 3.13.       Realization Upon Defaulted Mortgage Loans..................................................66
  Section 3.14.       Compensation for the Master Servicer.......................................................66
  Section 3.15.       REO Property...............................................................................66
  Section 3.16.       Annual Officer's Certificate as to Compliance..............................................67
  Section 3.17.       Annual Independent Accountant's Servicing Report...........................................67
  Section 3.18.       Obligations of the Master Servicer in Respect of Prepayment Interest Shortfalls............68
  Section 3.19.       Custodial Account..........................................................................68


                                       i


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  Section 3.20.       Master Servicer Collection Account.........................................................69
  Section 3.21.       Permitted Withdrawals and Transfers from the Master Servicer Collection Account............70
  Section 3.22.       Distribution Account.......................................................................72
  Section 3.23.       Permitted Withdrawals and Transfers from the Distribution Account..........................73
  Section 3.24.       Prohibited Activities With Respect to REO Properties.......................................73

                                   ARTICLE IV

                         PAYMENTS TO CERTIFICATEHOLDERS
  Section 4.01.       Distributions..............................................................................75
  Section 4.02.       Statements to Certificateholders...........................................................79
  Section 4.03.       P&I Advances...............................................................................82
  Section 4.04.       Allocation of Extraordinary Trust Fund Expenses and Realized Losses........................83
  Section 4.05.       Compliance with Withholding Requirements...................................................84
  Section 4.06.       Distributions on and Allocations of Realized Losses to the REMIC I Regular Interests.......85
  Section 4.07.       Commission Reporting.......................................................................85
  Section 4.08.       Excess Diverted Interest Reserve Account...................................................86

                                    ARTICLE V

                                THE CERTIFICATES
  Section 5.01.       The Certificates...........................................................................88
  Section 5.02.       Registration of Transfer and Exchange of Certificates......................................90
  Section 5.03.       Mutilated, Destroyed, Lost or Stolen Certificates..........................................95
  Section 5.04.       Persons Deemed Owners......................................................................95
  Section 5.05.       Certain Available Information..............................................................95

                                   ARTICLE VI

                      THE DEPOSITOR AND THE MASTER SERVICER
  Section 6.01.       Liability of the Depositor and the Master Servicer.........................................97
  Section 6.02.       Merger or Consolidation of the Depositor or the Master Servicer............................97
  Section 6.03.       Limitation on Liability of the Depositor, the Master Servicer and Others...................97
  Section 6.04.       Indemnification from the Master Servicer...................................................99
  Section 6.05.       Limitation on Resignation of the Master Servicer; Assignment of Master Servicing..........100
  Section 6.06.       Successor Master Servicer.................................................................101
  Section 6.07.       Rights of the Depositor in Respect of the Master Servicer.................................101

                                   ARTICLE VII

                                     DEFAULT
  Section 7.01.       Master Servicer Events of Termination.....................................................103
  Section 7.02.       Trustee to Act; Appointment of Successor..................................................105
  Section 7.03.       Notification to Certificateholders........................................................106


                                       ii
<PAGE>

  Section 7.04.       Waiver of Master Servicer Events of Termination...........................................106

                                  ARTICLE VIII

               CONCERNING THE TRUSTEE AND THE TRUST ADMINISTRATOR
  Section 8.01.       Duties of Trustee and Trust Administrator.................................................107
  Section 8.02.       Certain Matters Affecting the Trustee and the Trust Administrator.........................108
  Section 8.03.       Neither Trustee nor Trust Administrator Liable for Certificates or Mortgage Loans.........110
  Section 8.04.       Trustee and Trust Administrator May Own Certificates......................................110
  Section 8.05.       Trustee's and Trust Administrator's Fees and Expenses.....................................110
  Section 8.06.       Eligibility Requirements for Trustee and Trust Administrator..............................111
  Section 8.07.       Resignation and Removal of the Trustee and the Trust Administrator........................111
  Section 8.08.       Successor Trustee or Trust Administrator..................................................112
  Section 8.09.       Merger or Consolidation of Trustee or Trust Administrator.................................113
  Section 8.10.       Appointment of Co-Trustee or Separate Trustee.............................................113
  Section 8.11.       [intentionally omitted]...................................................................114
  Section 8.12.       Appointment of Office or Agency...........................................................114
  Section 8.13.       Representations and Warranties............................................................114
  Section 8.14.       No Trustee Liability for Actions or Inactions of Custodians...............................115

                                   ARTICLE IX

                                   TERMINATION
  Section 9.01.       Termination Upon Repurchase or Liquidation of the Trust Fund..............................116
  Section 9.02.       Additional Termination Requirements.......................................................118

                                    ARTICLE X

                                REMIC PROVISIONS
  Section 10.02.      Prohibited Transactions and Activities....................................................122
  Section 10.03.      Indemnification With Respect to Certain Taxes and Loss of REMIC Status....................122

                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS
  Section 11.01.      Amendment.................................................................................124
  Section 11.02.      Recordation of Agreement; Counterparts....................................................125
  Section 11.03.      Limitation on Rights of Certificateholders................................................125
  Section 11.04.      Governing Law.............................................................................126
  Section 11.05.      Notices...................................................................................126
  Section 11.06.      Severability of Provisions................................................................127
  Section 11.07.      Notice to Rating Agencies.................................................................127
  Section 11.08.      Article and Section References............................................................128
  Section 11.09.      Grant of Security Interest................................................................128
  Section 11.10.      Duties of Trust Fund as Owner of Mortgage Loans under Servicing Agreements................129


                                      iii
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  Section 11.11.      Duties of Custodian.......................................................................129
</TABLE>
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EXHIBITS

<S>               <C>
Exhibit A-1       Form of Class I-A Certificate
Exhibit A-2       Form of Class II-A Certificate
Exhibit A-3       Form of Class III-A Certificate
Exhibit A-4       Form of Class M-1 Certificate
Exhibit A-5       Form of Class B-1 Certificate
Exhibit A-6       Form of Class B-2 Certificate
Exhibit A-7       Form of Class B-3 Certificate
Exhibit A-8       Form of Class B-4 Certificate
Exhibit A-9       Form of Class B-5 Certificate
Exhibit A-10      Form of Class B-6 Certificate
Exhibit A-11      Form of Class R Certificate
Exhibit B         Form of each Assignment, Assumption and Recognition Agreement
Exhibit C-1       Form of Trustee's Initial Certification
Exhibit C-2       Form of Trustee's Final Certification
Exhibit C-3       Form of Receipt of Mortgage Note
Exhibit D         Form of Mortgage Loan Purchase Agreement
Exhibit E         Request for Release
Exhibit F         Form of  Transferor  Representation  Letter  and  Form of  Transferee  Representation  Letter  in
                  Connection with Transfer of Private Certificates Pursuant to Rule 144A Under the 1933 Act
Exhibit G         Form of Certification with respect to ERISA and the Code
Exhibit H         Form of Residual Certificate Transfer Affidavit
Exhibit I         Form of Master Servicer Certification

Schedule 1        Mortgage Loan Schedule
Schedule 2        Schedule of Servicers and Servicing Agreements
</TABLE>


<PAGE>



                  This Pooling and Servicing Agreement, is dated and effective
as of September 1, 2004, among CITIGROUP MORTGAGE LOAN TRUST INC., as Depositor,
WELLS FARGO BANK, N.A., as Master Servicer, WELLS FARGO BANK, N.A., as Trust
Administrator, and HSBC BANK USA, NATIONAL ASSOCIATION, as Trustee.

                             PRELIMINARY STATEMENT:

                  The Depositor intends to sell pass-through certificates
(collectively, the "Certificates"), to be issued hereunder in multiple classes,
which in the aggregate will evidence the entire beneficial ownership interest in
the Trust Fund created hereunder.

                                     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 subject to this Agreement as a REMIC (as defined herein)
for federal income tax purposes, and such segregated 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, solely 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>


                                                       Initial Uncertificated            Latest Possible
REMIC I Regular Interest   REMIC I Remittance Rate           Balance                     Maturity Date(1)
------------------------   -----------------------           -------                     ----------------
<S>      <C>                  <C>                      <C>                                <C>
         LT-1SUB                 Variable(2)            $      1,225.71                    August 25, 2034
         LT-1GRP                 Variable(2)            $     30,634.31                    August 25, 2034
         LT-2SUB                 Variable(2)            $        244.64                    August 25, 2034
         LT-2GRP                 Variable(2)            $      6,115.34                    August 25, 2034
         LT-3SUB                 Variable(2)            $        161.38                    August 25, 2034
         LT-3GRP                 Variable(2)            $      4,034.09                    August 25, 2034
          LT-ZZ                  Variable(2)            $407,794,982.76                    August 25, 2034
          LT-R                   Variable(2)            $        100.00                    August 25, 2034
_______________
</TABLE>

(1)  Solely 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.


<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 (as defined herein) for federal income tax purposes, and such
segregated pool of assets will be designated as "REMIC II". The Class R-II
Interest will be the sole class of "residual interests" in REMIC II for purposes
of the REMIC Provisions (as defined herein). The following table irrevocably
sets forth the designation, the Pass-Through Rate, the initial Certificate
Principal Balance and, solely for purposes of satisfying Treasury regulation
Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the
Classes of Certificates that evidence "regular interests" or "residual
interests" in REMIC II.

<TABLE>
<CAPTION>

                                                        Initial Aggregate Certificate         Latest Possible
    Designation              Pass-Through Rate                Principal Balance              Maturity Date(1)
    -----------              -----------------                -----------------              ----------------
<S>                          <C>                             <C>                           <C>
     Class I-A                  Variable(2)                    $294,086,000.00                August 25, 2034
     Class II-A                 Variable(2)                    $ 58,707,000.00                August 25, 2034
    Class III-A                 Variable(2)                    $ 38,727,000.00                August 25, 2034
     Class M-1                  Variable(2)                    $ 2,447,000.00                 August 25, 2034
     Class B-1                  Variable(2)                    $ 5,302,000.00                 August 25, 2034
     Class B-2                  Variable(2)                    $ 3,670,000.00                 August 25, 2034
     Class B-3                  Variable(2)                    $ 2,040,000.00                 August 25, 2034
     Class B-4                  Variable(2)                     $ 815,000.00                  August 25, 2034
     Class B-5                  Variable(2)                    $ 1,224,000.00                 August 25, 2034
     Class B-6                  Variable(2)                     $ 819,398.25                  August 25, 2034
      Class R                   Variable(2)                       $ 100.00                    August 25, 2034
_______________
</TABLE>
(1)  Solely 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 Class of Certificates.
(2)  Calculated in accordance with the definition of "Pass-Through Rate" herein.

                  As of the Cut-off Date, the Original Group I Mortgage Loans
had an aggregate Scheduled Principal Balance equal to $306,343,128.50. As of the
Cut-off Date, the Original Group II Mortgage Loans had an aggregate Scheduled
Principal Balance equal to $61,153,431.00. As of the Cut-off Date, the Original
Group III Mortgage Loans had an aggregate Scheduled Principal Balance equal to
$40,340,938.75.

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


                                       2
<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.

                  "AAR Agreement": Any one of the Assignment, Assumption and
Recognition Agreements attached hereto as Exhibit B, whereby the servicing of
those Mortgage Loans specified in such Assignment, Assumption & Recognition
Agreement was assigned to the Trustee for the benefit of the Certificateholders.

                  "Accepted Master Servicing Practices": With respect to any
Mortgage Loan, as applicable, either (x) those customary mortgage loan master
servicing practices of prudent mortgage servicing institutions that master
service mortgage loans of the same type and quality as such Mortgage Loan in the
jurisdiction where the related Mortgaged Property is located, to the extent
applicable to the Master Servicer (except in its capacity as successor to the
Servicer), or (y) as provided in Section 3.01 hereof, but in no event below the
standard set forth in clause (x).

                  "Adjustment Amount": With respect to each anniversary of the
Cut-off Date, an amount equal to the greatest of (i) 1.00% multiplied by the
aggregate outstanding Stated Principal Balance of the Mortgage Loans on the
Distribution Date immediately preceding such anniversary, (ii) the aggregate
outstanding Stated Principal Balance (as of the immediately preceding
Distribution Date) of the Mortgage Loans secured by Mortgaged Properties located
in the California postal zip code area in which the highest percentage of
related Mortgage Loans based on outstanding principal balance are located and
(iii) two times the outstanding principal balance of the Mortgage Loan having
the largest outstanding Stated Principal Balance, in each case as of such
anniversary of the Cut-off Date.

                  "Administration Fee": The amount payable to the Trust
Administrator on each Distribution Date pursuant to Section 8.05 as compensation
for all services rendered by the Trust Administrator in the execution of the
trust hereby created and in the exercise and performance of any of the powers
and duties of the Trust Administrator hereunder, which amount, with respect to
the Mortgage Loans and REO Properties and for any calendar month, shall be equal
to the Administration Fee Rate accrued for one month on the same principal
amount on which interest on each Mortgage Loan accrues for such calendar month
(or, in the case of an REO Property, on the Scheduled Principal Balance of such
REO Property as of the Due Date for the related Mortgage Loan occurring in the
month prior to the month of such Distribution Date). The fees payable to the
Trustee for all services rendered by it in the exercise and performance of any
of its respective powers and duties hereunder will be paid by the Trust
Administrator on an annual basis from its own funds in accordance with a
separate agreement between the Trust Administrator and the Trustee.

                                       3
<PAGE>

                  "Administration Fee Rate": 0.0025% per annum.

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

                  "Aggregate Senior Percentage": With respect to any
Distribution Date and the Class A Certificates, the lesser of (a) 100% and (b) a
fraction, expressed as a percentage, the numerator of which is the aggregate
Certificate Principal Balance of the Class A Certificates and Residual
Certificates for such Distribution Date and the denominator of which is the sum
of (i) the aggregate Scheduled Principal Balance of the Mortgage Loans, plus
(ii) the aggregate Scheduled Principal Balance of the REO Properties, in each
case before reduction for any Realized Losses on such Distribution Date.

                  "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 of
record the sale of the Mortgage.

                  "Available Distribution Amount": The sum of the Group I
Available Distribution Amount, the Group II Available Distribution Amount and
the Group III Available Distribution Amount.

                  "Bankruptcy Amount": As of any date of determination, an
amount equal to the excess, if any, of (A) $137,661 over (B) the aggregate
amount of Bankruptcy Losses allocated solely to the Subordinate Certificates in
accordance with Section 4.04.

                  "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, the Class M-1 Certificates, the Class B-1
Certificates, the Class B-2 Certificates and the Class B-3 Certificates.

                                       4
<PAGE>

                  "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 any state of the United
States in which a Servicer conducts its business of servicing the related
Mortgage Loans, the State of Maryland or the State of New York, or in any 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.

                  "Certificate": Any one of the Citigroup Mortgage Loan Trust
Inc., Mortgage Pass-Through Certificates, Series 2004-HYB3, 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 Certificate Principal
Balance 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 of such Class of Certificates to be made on such Distribution Date), and
the denominator of which is the initial Certificate Principal Balance of such
Class of Certificates as of the Closing Date.

                  "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 Master 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 Master 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 any
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, reduced by the aggregate
of (a) all distributions of principal made thereon on such immediately prior
Distribution Date and (b) without duplication of amounts described in clause (a)
above,

                                       5
<PAGE>

reductions in the Certificate Principal Balance thereof in connection with
allocations thereto of Realized Losses on the Mortgage Loans and Extraordinary
Trust Fund Expenses on such immediately prior Distribution Date (or, in the case
of any date of determination up to and including the initial Distribution Date,
the initial Certificate Principal Balance of such Certificate, as stated on the
face thereof). The Certificate Principal Balance of any Class of Certificates as
of any date of determination is equal to the aggregate of the Certificate
Principal Balances of the Certificates of such Class. Notwithstanding any of the
foregoing, the Certificate Principal Balance a Subordinate Certificate of the
Class of Subordinate Certificates outstanding with the highest numerical
designation at any given time shall not be greater than the Percentage Interest
evidenced by such Certificate multiplied by the excess, if any, of (A) the then
aggregate Stated Principal Balance of the Mortgage Loans over (B) the then
aggregate Certificate Principal Balances of all other Classes of Certificates
then outstanding.

                  "Certificate Register": The register maintained pursuant to
Section 5.02.

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

                  "Class A Certificates": Any Class I-A Certificate, Class II-A
Certificate or Class III-A Certificate.

                  "Class A Principal Adjustment Amount": As to any Distribution
Date on which the Certificate Principal Balance of any Class of Class A
Certificates has been reduced to zero, any remaining prepayments and recoveries
of principal collected in respect of the Mortgage Loans (and, with respect to
any Distribution Date on which the aggregate Certificate Principal Balance of
the Subordinate Certificates has been reduced to zero, any remaining scheduled
payments of principal in respect of the Mortgage Loans) in such Loan Group.

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

                  "Class III-A Certificate": Any one of the Class III-A
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 B Percentage": Any one of the Class B-1 Percentage, the
Class B-2 Percentage, the Class B-3 Percentage, the Class B-4 Percentage, the
Class B-5 Percentage or the Class B-6 Percentage.

                                       6
<PAGE>

                  "Class B-1 Certificate": Any one of the Class B-1 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 B-1 Percentage": With respect to any Distribution Date,
a fraction, expressed as a percentage, the numerator of which is the excess, if
any, of the Certificate Principal Balance of the Class B-1 Certificates
immediately prior to such date over the aggregate amount, if any, payable to the
Holders of the Class B-1 Certificates on such date pursuant to Section
4.01(b)(i)(Z), and the denominator of which is the aggregate Certificate
Principal Balance of the Subordinate Certificates immediately prior to such
date.

                  "Class B-2 Certificate": Any one of the Class B-2 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 B-2 Percentage": With respect to any Distribution Date,
a fraction, expressed as a percentage, the numerator of which is the excess, if
any, of the Certificate Principal Balance of the Class B-2 Certificates
immediately prior to such date over the aggregate amount, if any, payable to the
Holders of the Class B-2 Certificates on such date pursuant to Section
4.01(b)(i)(Z), and the denominator of which is the aggregate Certificate
Principal Balance of the Subordinate Certificates immediately prior to such
date.

                  "Class B-3 Certificate": Any one of the Class B-3 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 B-3 Percentage": With respect to any Distribution Date,
a fraction, expressed as a percentage, the numerator of which is the excess, if
any, of the Certificate Principal Balance of the Class B-3 Certificates
immediately prior to such date over the aggregate amount, if any, payable to the
Holders of the Class B-3 Certificates on such date pursuant to Section
4.01(b)(i)(Z), and the denominator of which is the aggregate Certificate
Principal Balance of the Subordinate Certificates immediately prior to such
date.

                  "Class B-4 Certificate": Any one of the Class B-4 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 B-4 Percentage": With respect to any Distribution Date,
a fraction, expressed as a percentage, the numerator of which is the excess, if
any, of the Certificate Principal Balance of the Class B-4 Certificates
immediately prior to such date over the aggregate amount, if any, payable to the
Holders of the Class B-4 Certificates on such date pursuant to Section
4.01(b)(i)(Z), and the denominator of which is the aggregate Certificate
Principal Balance of the Subordinate Certificates immediately prior to such
date.

                                       7
<PAGE>

                  "Class B-5 Certificate": Any one of the Class B-5 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 B-5 Percentage": With respect to any Distribution Date,
a fraction, expressed as a percentage, the numerator of which is the excess, if
any, of the Certificate Principal Balance of the Class B-5 Certificates
immediately prior to such date over the aggregate amount, if any, payable to the
Holders of the Class B-5 Certificates on such date pursuant to Section
4.01(b)(i)(Z), and the denominator of which is the aggregate Certificate
Principal Balance of the Subordinate Certificates immediately prior to such
date.

                  "Class B-6 Certificate": Any one of the Class B-6 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 B-6 Percentage": With respect to any Distribution Date,
a fraction, expressed as a percentage, the numerator of which is the excess, if
any, of the Certificate Principal Balance of the Class B-6 Certificates
immediately prior to such date over the aggregate amount, if any, payable to the
Holders of the Class B-6 Certificates on such date pursuant to Section
4.01(b)(i)(Z), and the denominator of which is the aggregate Certificate
Principal Balance of the Subordinate Certificates immediately prior to such
date.

                  "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-4 and evidencing a Regular Interest in
REMIC II for purposes of the REMIC Provisions.

                  "Class M-1 Percentage": With respect to any Distribution Date,
a fraction, expressed as a percentage, the numerator of which is the excess, if
any, of the Certificate Principal Balance of the Class M-1 Certificates
immediately prior to such date over the aggregate amount, if any, payable to the
Holders of the Class M-1 Certificates on such date pursuant to Section
4.01(b)(i)(Z), and the denominator of which is the aggregate Certificate
Principal Balance of the Subordinate Certificates immediately prior to such
date.

                  "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-11 and evidencing the ownership of the
Class R-I Interest and the Class R-II Interest for purposes of the REMIC
Provisions.

                  "Class R-I Interest": The Residual Interest in REMIC I for the
purposes of the REMIC Provisions.

                  "Class R-II Interest": The Residual Interest in REMIC II for
the purposes of the REMIC Provisions.

                                       8
<PAGE>

                  "Closing Date": September 30, 2004.

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

                  "Commission":  The Securities and Exchange Commission.

                  "Compensating Interest": With respect to the Servicer, the
amount in respect of Prepayment Interest Shortfalls required to be paid by the
Servicer pursuant to the Servicing Agreement from its own funds without right of
reimbursement. With respect to the Master Servicer, the amount in respect of
Prepayment Interest Shortfalls required to be paid by the Master Servicer
pursuant to Section 3.18 from its own funds without right of reimbursement
except as provided in Section 3.18.

                  "Corporate Trust Office": The principal corporate trust office
of the Trustee or the Trust Administrator, as the case may be, at which at any
particular time its corporate trust business in connection with this Agreement
shall be administered, which office at the date of the execution of this
instrument is located at (i) with respect to the Trustee, HSBC Bank USA,
National Association, 452 Fifth Avenue, New York, NY 10018, Attention: Corporate
Trust Department/ABS Group, or at such other address as the Trustee may
designate from time to time by notice to the Certificateholders, the Depositor,
the Master Servicer and the Trust Administrator, or (ii) with respect to the
Trust Administrator, (A) for Certificate transfer and surrender purposes, Wells
Fargo Bank, N.A., Sixth Street and Marquette Avenue, Minneapolis, Minnesota
55479, Attention: Corporate Trust Services--CMLTI 2004-HYB3, and (B) for all
other purposes, Wells Fargo Bank, N.A., 9062 Old Annapolis Road, Columbia,
Maryland 21045, Attention: Corporate Trust Services--CMLTI 2004-HYB3, or at such
other address as the Trust Administrator may designate from time to time by
notice to the Certificateholders, the Depositor, the Master Servicer and the
Trustee.

                  "Countrywide Mortgage Loan": Each Mortgage Loan with respect
to which Countrywide Home Loans Servicing LP is the related Servicer.

                  "Cross-Collateralization Date": Any Distribution Date on which
there exists one or more Undercollateralizated Loan Groups and one or more
Overcollateralized Loan Groups.

                  "Custodial Account": The account established and maintained
for the benefit of the Trustee by the Servicer with respect to the related
Mortgage Loans and REO Properties pursuant to the Servicing Agreement.

                  "Custodial Agreement": An agreement between the Mortgage Loan
Seller and the Custodian, dated September 1, 2003, pursuant to which the
Custodian holds certain of the Mortgage Files, which agreement (as it relates to
the Mortgage Loans) shall be assigned to the Trustee on the Closing Date.

                  "Custodian": A custodian of the Mortgage Files, which shall
initially be Citibank (West) FSB.

                                       9
<PAGE>

                  "Custodian Fee": The amount payable to the Custodian on each
Distribution Date pursuant to Section 8.05 as compensation for all services
rendered by it under the Custodial Agreement.

                  "Cut-off Date": With respect to each Original Mortgage Loan,
September 1, 2004. 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 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.

                  "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 Trust Administrator and the Trustee, 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 outstanding unsecured commercial paper or other
short-term unsecured debt obligations that are rated P-1 by Moody's and A-1 or
better by S&P (or a comparable rating if Moody's and S&P 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 day of the calendar month in which such Distribution Date occurs, after
which any Monthly Payments

                                       10
<PAGE>

received are not reported by the related Servicer as having been received for
inclusion in the amounts remitted by such Servicer on the related Servicer
Remittance Date in respect of Monthly Payments on the related Mortgage Loans.

                  "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 or the Master Servicer on behalf of the Trustee) shall not be
considered to Directly Operate an REO Property solely because the Trustee (or
the Servicer or the Master 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 meaning of Section 775 of the Code and (vi) any
other Person so designated by the Trustee or the Trust Administrator based upon
an Opinion of Counsel that the holding of an Ownership Interest in a Residual
Certificate by such Person may cause REMIC I 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 3.22 which shall
be entitled "Wells Fargo Bank, N.A. as Trust Administrator, in trust for the
registered holders of Citigroup Mortgage Loan Trust Inc., Mortgage Pass-Through
Certificates, Series 2004-HYB3--Distribution Account," and which shall 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 October 2004.

                  "Diverted Interest Amount": With respect to any Distribution
Date, one month's interest accrued during the related Interest Accrual Period on
the Overcollateralized Amount at

                                       11
<PAGE>

the Pass-Through Rate for the Class A Certificates related to the
Undercollateralized Loan Group or Loan Groups and any other unpaid interest
shortfalls on the Class A Certificates related to the Undercollateralized Loan
Group or Loan Groups, to the extent available.

                  "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 (or, in the case of any Mortgage Loan which has
its Monthly Payment due on a day each calendar month other than the first day of
each calendar month, the date that such Monthly Payment is due and which falls
within the Due Period relating to such Distribution Date).

                  "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 first day of the
calendar month in which such Distribution Date occurs.

                  "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 or (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. 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 Bankruptcy Loss": Any Bankruptcy Loss, or portion
thereof, which exceeds the then applicable Bankruptcy Amount.

                  "Excess Diverted Interest Reserve Account": The account
established and maintained pursuant to Section 4.08.

                  "Excess Diverted Interest Reserve Amount": With respect to the
Class A Certificates and any Distribution Date, an amount equal to the excess,
if any, of (i) one month's interest accrued during the related Interest Accrual
Period on the Overcollateralized Amount at the Pass-Through Rate for the Class A
Certificates relating to the Overcollateralized Loan Group or Loan Groups over
(ii) the Diverted Interest Amount.

                  "Excess Fraud Loss": Any Fraud Loss, or portion thereof, which
exceeds the then applicable Fraud Loss Amount.

                                       12
<PAGE>

                  "Excess Loss": Any Excess Bankruptcy Loss, Excess Special
Hazard Loss, Excess Fraud Loss or Extraordinary Loss.

                  "Excess Special Hazard Loss": Any Special Hazard Loss, or
portion thereof, that exceeds the then applicable Special Hazard Amount.

                  "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 (i) the applicable Servicing Fee Rate and (ii) the
Administration Fee Rate.

                  "Extraordinary Loss": Any Realized Loss or portion thereof
caused by or resulting from:

                  (i) nuclear or chemical reaction or nuclear radiation or
         radioactive or chemical contamination, all whether controlled or
         uncontrolled and whether such loss be direct or indirect, proximate or
         remote or be in whole or in part caused by, contributed to or
         aggravated by a peril covered by the definition of the term "Special
         Hazard Loss";

                  (ii) hostile or warlike action in time of peace or war,
         including action in hindering, combating or defending against an
         actual, impending or expected attack by any government or sovereign
         power, DE JURE or DE FACTO, or by any authority maintaining or using
         military, naval or air forces, or by military, naval or air forces, or
         by an agent of any such government, power, authority or forces;

                  (iii) any weapon of war employing atomic fission or
         radioactive forces whether in time of peace or war, and

                  (iv) insurrection, rebellion, revolution, civil war, usurped
         power or action taken by governmental authority in hindering, combating
         or defending against such an occurrence, seizure or destruction under
         quarantine or customs regulations, confiscation by order of any
         government or public authority, or risks of contraband or illegal
         transactions or trade.

                  "Extraordinary Trust Fund Expenses": Any amounts reimbursable
to the Master Servicer or the Depositor pursuant to Section 6.03, to the Master
Servicer pursuant to Section 3.03(c), any amounts payable from the Distribution
Account in respect of taxes pursuant to Section 10.01(g)(iii), any amounts
reimbursable to the Trustee or the Trust Administrator from the Trust Fund
pursuant to Section 2.01, Section 7.02 or Section 8.05, any indemnification to
the Servicer payable by the Trust Fund to the Servicer pursuant to the Servicing
Agreement 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.

                                       13
<PAGE>

                  "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 or repurchased by the Mortgage Loan Seller, an Underlying Seller or
the majority Holder of the Residual Certificates 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. Based on information provided to it by
the Servicer, the Master Servicer shall maintain records of each Final Recovery
Determination made.

                   "Fraud Loss": Any Realized Loss or portion thereof sustained
by reason of a default arising from intentional fraud, dishonesty or
misrepresentation in connection with the related Mortgage Loan, including by
reason of the denial of coverage under any related Primary Mortgage Insurance
Policy.

                  "Fraud Loss Amount": As of any date of determination after the
Cut-off Date, an amount equal to: (x) prior to the first anniversary of the
Cut-off Date an amount equal to 1.00% of the aggregate principal balance of the
Mortgage Loans as of the Cut-off Date minus the aggregate amount of Fraud Losses
on the Mortgage Loans allocated solely to the Subordinate Certificates in
accordance with Section 4.04 since the Cut-off Date up to such date of
determination, (y) from the first to the second anniversary of the Cut-off Date,
an amount equal to (1) the lesser of (a) the Fraud Loss Amount as of the most
recent anniversary of the Cut-off Date and (b) 1.00% of the aggregate
outstanding principal balance of all of the Mortgage Loans as of the most recent
anniversary of the Cut-off Date minus (2) the Fraud Losses on the Mortgage Loans
allocated solely to the Subordinate Certificates in accordance with Section 4.04
since the Cut-off Date up to such date of determination and (z) from the second
to the fifth anniversary of the Cut-off Date, an amount equal to (1) the lesser
of (a) the Fraud Loss Amount as of the most recent anniversary of the Cut-off
Date and (b) 0.50% of the aggregate outstanding principal balance of all of the
Mortgage Loans as of the most recent anniversary of the Cut-off Date minus (2)
the Fraud Losses on the Mortgage Loans allocated solely to the Subordinate
Certificates in accordance with Section 4.04 since the Cut-off Date up to such
date of determination. In addition, after the Certificate Principal Balances of
the Subordinate Certificates are reduced to zero, the Fraud Loss Amount will be
zero.

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

                  "Gross Margin": With respect to each 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 Mortgage Loan.

                                       14
<PAGE>

                  "Group Available Distribution Amount": The Group I Available
Distribution Amount, the Group II Available Distribution Amount or the Group III
Available Distribution Amount, as the context requires.

                  "Group I Allocation Percentage": With respect to any
Distribution Date, the percentage equivalent of a fraction, the numerator of
which is (x) the Group I Overcollateralized Amount and the denominator of which
is (y) the sum of the Group I Overcollateralized Amount, the Group II
Overcollateralized Amount and the Group III Overcollateralized Amount.

                  "Group I Available Distribution Amount": With respect to any
Distribution Date and the Group I Mortgage Loans, an amount equal to the excess
of (i) the sum attributable to such Mortgage Loans of (a) the aggregate of the
Monthly Payments due on or before the Due Date relating to such Distribution
Date and received by the Servicer on or prior to the related Determination Date,
(b) Liquidation Proceeds, Insurance Proceeds, Principal Prepayments, proceeds
from repurchases of and substitutions for Mortgage Loans, Subsequent Recoveries
and other unscheduled of principal and interest in respect of the Mortgage Loans
or REO Properties received by the Servicer during the related Prepayment Period
(exclusive of any prepayment charges, penalties or premiums), (c) the aggregate
of any amounts on deposit in the Distribution Account representing Compensating
Interest amounts paid by the Servicer or the Master Servicer in respect of
related 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) the aggregate
of any P&I Advances made in respect of the Mortgage Loans for such Distribution
Date pursuant to Section 4.03 by the Master Servicer (or other successor
Servicer), over (ii) the sum attributable to or allocable to such Mortgage Loans
of (a) amounts reimbursable or payable to the Servicer pursuant to the Servicing
Agreement or to the Master Servicer, the Trustee or the Trust Administrator
pursuant to Section 3.03(c), 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)(e) above remitted by the Servicer
to the Master Servicer in error or deposited in the Master Servicer Collection
Account or the Distribution Account in respect of the items set forth in clauses
(i)(a) through (i)(e) above in error, (c) the Administration Fee payable from
the Distribution Account pursuant to Section 8.05, (d) 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 Master Servicer or to be withdrawn by the Master
Servicer from the Master Servicer Collection Account pursuant to Section 3.21
and (e) Servicing Fees retained by the Servicer pursuant to the Servicing
Agreement. Notwithstanding the foregoing, the Group I Available Distribution
Amount for any Distribution Date shall be increased (in the case of an
Undercollateralized Loan Group with respect to Loan Group I) or decreased (in
the case of an Overcollateralized Loan Group with respect to Loan Group I) by
any applicable Diverted Interest Amount or Class A Principal Adjustment Amount,
in each case for such Distribution Date.

                  "Group I Excess Diverted Interest Reserve Deposit": An amount
withdrawn from the Excess Diverted Interest Reserve Account equal to the lesser
of (i) the amount on deposit in the Excess Diverted Interest Reserve Account and
(ii) the sum of (a) any interest shortfalls on the Class I-A Certificates and
(b) the aggregate amount of Realized Losses on the Group I Mortgage Loans on
such Distribution Date.

                                       15
<PAGE>

                  "Group I Mortgage Loan": A first lien adjustable-rate Mortgage
Loan with an initial fixed-rate period of 1 year following origination. The
Group I Mortgage Loans are identified as such on the Mortgage Loan Schedule.

                  "Group I Overcollateralized Amount": With respect to any
Distribution Date on which an Overcollateralized Amount exists, the excess, if
any, of (i) the sum of (a) the aggregate Scheduled Principal Balance of the
Group I Mortgage Loans plus (b) the aggregate Scheduled Principal Balance of the
REO Properties in Loan Group I over (ii) the Certificate Principal Balance of
the Class I-A Certificates immediately prior to such Distribution Date, in each
case, before reduction for any Realized Losses on such Distribution Date.

                  "Group I Senior Percentage": With respect to any Distribution
Date and the Class I-A Certificates, the lesser of (a) 100% and (b) a fraction,
expressed as a percentage, the numerator of which is the excess, if any, of the
Certificate Principal Balance of the Class I-A Certificates for such
Distribution Date over the aggregate amount, if any, payable to the Holders of
the Class I-A Certificates on such date pursuant to clause (d) of the definition
of "Senior Principal Distribution Amount," and the denominator of which is the
sum of (i) the aggregate Scheduled Principal Balance of the Group I Mortgage
Loans, plus (ii) the aggregate Scheduled Principal Balance of the REO Properties
in Loan Group I, in each case before reduction for any Realized Losses on such
Distribution Date.

                  Notwithstanding the foregoing, on any Cross-Collateralization
Date on which the aggregate Scheduled Principal Balance of the Group I Mortgage
Loans exceeds the Certificate Principal Balance of the Class I-A Certificates,
the Group I Senior Percentage will equal the sum of the Certificate Principal
Balance of the Class I-A Certificates immediately prior to such Distribution
Date plus the Group I Allocation Percentage of the Overcollateralized Amount
divided by the aggregate Scheduled Principal Balance of the Group I Mortgage
Loans immediately prior to such Distribution Date. On any Distribution Date
after the reduction of the aggregate Certificate Principal Balance of the Class
II-A Certificates and the Class III-A Certificates to zero, the Group I Senior
Percentage will be a percentage equal to the Certificate Principal Balance of
the Class I-A Certificates immediately prior to such Distribution Date divided
by the aggregate Scheduled Principal Balance of all of the Mortgage Loans
immediately prior to such Distribution Date.

                  "Group I Senior Prepayment Percentage": With respect to any
Distribution Date and the Class I-A Certificates within the range indicated
below, the percentage as indicated below:

<TABLE>
<CAPTION>

             DISTRIBUTION DATE                                GROUP I SENIOR PREPAYMENT PERCENTAGE
             -----------------                                ------------------------------------
<S>                                          <C>
October 2004 through September 2015          100%
October 2015 through September 2016          Group  I  Senior  Percentage,  plus  70% of the  Group  I  Subordinate
                                             Percentage
October 2016 through September 2017          Group  I  Senior  Percentage,  plus  60% of the  Group  I  Subordinate
                                             Percentage
October 2017 through September 2018          Group  I  Senior  Percentage,  plus  40% of the  Group  I  Subordinate
                                             Percentage
October 2018 through September 2019          Group  I  Senior  Percentage,  plus  20% of the  Group  I  Subordinate
                                             Percentage


                                       16
<PAGE>

October 2019 and thereafter                  Group I Senior Percentage;
</TABLE>

PROVIDED, HOWEVER, no reduction to the Group I Senior Prepayment Percentage
described above shall be made as of any Distribution Date unless (i) the
outstanding principal balance of the Mortgage Loans delinquent 60 days or more
(including REO Properties and Mortgage Loans in foreclosure) averaged over the
last six months does not exceed 50% of the sum of the then current Certificate
Principal Balances of the Subordinate Certificates and (ii) Realized Losses on
the Mortgage Loans to date are less than the then applicable Trigger Amount.

                  On any Distribution Date on which Realized Losses on the
Mortgage Loans to date are greater than the then applicable Trigger Amount, the
Group I Senior Prepayment Percentage will be the greater of (x) the Group I
Senior Prepayment Percentage for such Distribution Date or (y) the Group I
Senior Prepayment Percentage for the immediately preceding Distribution Date.

                  Notwithstanding the above, if on any Distribution Date (a) the
Subordinate Percentage, prior to giving effect to any distributions on such
Distribution Date, equals or exceeds two times the initial Subordinate
Percentage, (b) the provisions of clause (i) of the immediately preceding
paragraph are met and (c) (i) on or prior to the Distribution Date occurring in
October 2007, cumulative Realized Losses on the Mortgage Loans as of the end of
the related Prepayment Period do not exceed 20% of the initial aggregate
Certificate Principal Balance of the Subordinate Certificates and (b) after the
Distribution Date occurring in October 2007, cumulative Realized Losses on the
Mortgage Loans as of the end of the related Prepayment Period do not exceed 30%
of the initial aggregate Certificate Principal Balance of the Subordinate
Certificates, then the Group I Senior Prepayment Percentage for such
Distribution Date will equal the Group I Senior Percentage plus 50% of the Group
I Subordinate Percentage for such Distribution Date, if such Distribution Date
is prior to October 2007, and will equal the Group I Senior Percentage for such
Distribution Date, if such Distribution Date occurs on or after October 2007.

                  On any Distribution Date on which the Aggregate Senior
Percentage exceeds the initial Aggregate Senior Percentage, the Group I Senior
Prepayment Percentage shall be 100%.

                  "Group I Subordinate Percentage": With respect to the
Subordinate Certificates and any Distribution Date, a percentage equal to 100%
minus the Group I Senior Percentage.

                  "Group I Subordinate Prepayment Percentage": With respect to
the Subordinate Certificates and any Distribution Date, 100% minus the Group I
Senior Prepayment Percentage for such Distribution Date.

                  "Group II Allocation Percentage": With respect to any
Distribution Date, the percentage equivalent of a fraction, the numerator of
which is (x) the Group II Overcollateralized Amount and the denominator of which
is (y) the sum of the Group I Overcollateralized Amount, the Group II
Overcollateralized Amount and the Group III Overcollateralized Amount.

                                       17
<PAGE>

                  "Group II Available Distribution Amount": With respect to any
Distribution Date and the Group II Mortgage Loans, an amount equal to the excess
of (i) the sum attributable to such Mortgage Loans of (a) the aggregate of the
Monthly Payments due on or before the Due Date relating to such Distribution
Date and received by the Servicer on or prior to the related Determination Date,
(b) Liquidation Proceeds, Insurance Proceeds, Principal Prepayments, proceeds
from repurchases of and substitutions for Mortgage Loans, Subsequent Recoveries
and other unscheduled of principal and interest in respect of the Mortgage Loans
or REO Properties received by the Servicer during the related Prepayment Period
(exclusive of any prepayment charges, penalties or premiums), (c) the aggregate
of any amounts on deposit in the Distribution Account representing Compensating
Interest amounts paid by the Servicer or the Master Servicer in respect of
related 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) the aggregate
of any P&I Advances made in respect of the Mortgage Loans for such Distribution
Date pursuant to Section 4.03 by the Master Servicer (or other successor
Servicer), over (ii) the sum attributable to or allocable to such Mortgage Loans
of (a) amounts reimbursable or payable to the Servicer pursuant to the Servicing
Agreement or to the Master Servicer, the Trustee or the Trust Administrator
pursuant to Section 3.03(c), 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)(e) above remitted by the Servicer
to the Master Servicer in error or deposited in the Master Servicer Collection
Account or the Distribution Account in respect of the items set forth in clauses
(i)(a) through (i)(e) above in error, (c) the Administration Fee payable from
the Distribution Account pursuant to Section 8.05, (d) 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 Master Servicer or to be withdrawn by the Master
Servicer from the Master Servicer Collection Account pursuant to Section 3.21
and (e) Servicing Fees retained by the Servicer pursuant to the Servicing
Agreement. Notwithstanding the foregoing, the Group II Available Distribution
Amount for any Distribution Date shall be increased (in the case of an
Undercollateralized Loan Group with respect to Loan Group II) or decreased (in
the case of an Overcollateralized Loan Group with respect to Loan Group II) by
any applicable Diverted Interest Amount or Class A Principal Adjustment Amount,
in each case for such Distribution Date.

                  "Group II Excess Diverted Interest Reserve Deposit": An amount
withdrawn from the Excess Diverted Interest Reserve Account equal to the lesser
of (i) the amount on deposit in the Excess Diverted Interest Reserve Account and
(ii) the sum of (a) any interest shortfalls on the Class II-A Certificates and
(b) the aggregate amount of Realized Losses on the Group II Mortgage Loans on
such Distribution Date.

                  "Group II Mortgage Loan": A first lien adjustable-rate
Mortgage Loan with an initial fixed-rate period of 3 years following
origination. The Group II Mortgage Loans are identified as such on the Mortgage
Loan Schedule.

                  "Group II Overcollateralized Amount": With respect to any
Distribution Date on which an Overcollateralized Amount exists, the excess, if
any, of (i) the sum of (a) the aggregate Scheduled Principal Balance of the
Group II Mortgage Loans plus (b) the aggregate Scheduled Principal Balance of
the REO Properties in Loan Group II over (ii) the Certificate Principal



                                       18
<PAGE>

Balance of the Class II-A Certificates immediately prior to such Distribution
Date, in each case, before reduction for any Realized Losses on such
Distribution Date.

                  "Group II Senior Percentage": With respect to any Distribution
Date and the Class II-A Certificates, the lesser of (a) 100% and (b) a fraction,
expressed as a percentage, the numerator of which is the excess, if any, of the
Certificate Principal Balance of the Class II-A Certificates for such
Distribution Date over the aggregate amount, if any, payable to the Holders of
the Class II-A Certificates on such date pursuant to clause (d) of the
definition of "Senior Principal Distribution Amount," and the denominator of
which is the sum of (i) the aggregate Scheduled Principal Balance of the Group
II Mortgage Loans, plus (ii) the aggregate Scheduled Principal Balance of the
REO Properties in Loan Group II, in each case before reduction for any Realized
Losses on such Distribution Date.

                  Notwithstanding the foregoing, on any Cross-Collateralization
Date on which the aggregate Scheduled Principal Balance of the Group II Mortgage
Loans exceeds the Certificate Principal Balance of the Class II-A Certificates,
the Group II Senior Percentage will equal the sum of the Certificate Principal
Balance of the Class II-A Certificates immediately prior to such Distribution
Date plus the Group II Allocation Percentage of the Overcollateralized Amount
divided by the aggregate Scheduled Principal Balance of the Group II Mortgage
Loans immediately prior to such Distribution Date. On any Distribution Date
after the reduction of the aggregate Certificate Principal Balance of the Class
I-A Certificates and the Class III-A Certificates to zero, the Group II Senior
Percentage will be a percentage equal to the Certificate Principal Balance of
the Class II-A Certificates immediately prior to such Distribution Date divided
by the aggregate Scheduled Principal Balance of all of the Mortgage Loans
immediately prior to such Distribution Date.

                  "Group II Senior Prepayment Percentage": With respect to any
Distribution Date and the Class II-A Certificates within the range indicated
below, the percentage as indicated below:

<TABLE>
<CAPTION>

             DISTRIBUTION DATE                               GROUP II SENIOR PREPAYMENT PERCENTAGE
<S>                                          <C>
October 2004 through September 2015          100%
October 2015 through September 2016          Group  II  Senior  Percentage,  plus 70% of the  Group II  Subordinate
                                             Percentage
October 2016 through September 2017          Group  II  Senior  Percentage,  plus 60% of the  Group II  Subordinate
                                             Percentage
October 2017 through September 2018          Group  II  Senior  Percentage,  plus 40% of the  Group II  Subordinate
                                             Percentage
October 2018 through September 2019          Group  II  Senior  Percentage,  plus 20% of the  Group II  Subordinate
                                             Percentage
October 2019 and thereafter                  Group II Senior Percentage;
</TABLE>

PROVIDED, HOWEVER, no reduction to the Group II Senior Prepayment Percentage
described above shall be made as of any Distribution Date unless (i) the
outstanding principal balance of the Mortgage Loans delinquent 60 days or more
(including REO Properties and Mortgage Loans in foreclosure) averaged over the
last six months does not exceed 50% of the sum of the then



                                       19
<PAGE>

current Certificate Principal Balances of the Subordinate Certificates and (ii)
Realized Losses on the Mortgage Loans to date are less than the then applicable
Trigger Amount.

                  On any Distribution Date on which Realized Losses on the
Mortgage Loans to date are greater than the then applicable Trigger Amount, the
Group II Senior Prepayment Percentage will be the greater of (x) the Group II
Senior Prepayment Percentage for such Distribution Date or (y) the Group II
Senior Prepayment Percentage for the immediately preceding Distribution Date.

                  Notwithstanding the above, if on any Distribution Date (a) the
Subordinate Percentage, prior to giving effect to any distributions on such
Distribution Date, equals or exceeds two times the initial Subordinate
Percentage, (b) the provisions of clause (i) of the immediately preceding
paragraph are met and (c) (i) on or prior to the Distribution Date occurring in
October 2007, cumulative Realized Losses on the Mortgage Loans as of the end of
the related Prepayment Period do not exceed 20% of the initial aggregate
Certificate Principal Balance of the Subordinate Certificates and (b) after the
Distribution Date occurring in October 2007, cumulative Realized Losses on the
Mortgage Loans as of the end of the related Prepayment Period do not exceed 30%
of the initial aggregate Certificate Principal Balance of the Subordinate
Certificates, then the Group II Senior Prepayment Percentage for such
Distribution Date will equal the Group II Senior Percentage plus 50% of the
Group II Subordinate Percentage for such Distribution Date, if such Distribution
Date is prior to October 2007, and will equal the Group II Senior Percentage for
such Distribution Date, if such Distribution Date occurs on or after October
2007.

                  On any Distribution Date on which the Aggregate Senior
Percentage exceeds the initial Aggregate Senior Percentage, the Group II Senior
Prepayment Percentage shall be 100%.

                  "Group II Subordinate Percentage": With respect to the
Subordinate Certificates and any Distribution Date, a percentage equal to 100%
minus the Group II Senior Percentage.

                  "Group II Subordinate Prepayment Percentage": With respect to
the Subordinate Certificates and any Distribution Date, 100% minus the Group II
Senior Prepayment Percentage for such Distribution Date.

                  "Group III Allocation Percentage": With respect to any
Distribution Date, the percentage equivalent of a fraction, the numerator of
which is (x) the Group III Overcollateralized Amount and the denominator of
which is (y) the sum of the Group I Overcollateralized Amount, the Group II
Overcollateralized Amount and the Group III Overcollateralized Amount.

                  "Group III Available Distribution Amount": With respect to any
Distribution Date and the Group III Mortgage Loans, an amount equal to the
excess of (i) the sum attributable to such Mortgage Loans of (a) the aggregate
of the Monthly Payments due on or before the Due Date relating to such
Distribution Date and received by the Servicer on or prior to the related
Determination Date, (b) Liquidation Proceeds, Insurance Proceeds, Principal
Prepayments, proceeds from repurchases of and substitutions for Mortgage Loans,
Subsequent Recoveries and other unscheduled of principal and interest in respect
of the Mortgage Loans or REO Properties



                                       20
<PAGE>

received by the Servicer during the related Prepayment Period (exclusive of any
prepayment charges, penalties or premiums), (c) the aggregate of any amounts on
deposit in the Distribution Account representing Compensating Interest amounts
paid by the Servicer or the Master Servicer in respect of related 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) the aggregate of any P&I Advances
made in respect of the Mortgage Loans for such Distribution Date pursuant to
Section 4.03 by the Master Servicer (or other successor Servicer), over (ii) the
sum attributable to or allocable to such Mortgage Loans of (a) amounts
reimbursable or payable to the Servicer pursuant to the Servicing Agreement or
to the Master Servicer, the Trustee or the Trust Administrator pursuant to
Section 3.03(c), 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)(e) above remitted by the Servicer to the Master
Servicer in error or deposited in the Master Servicer Collection Account or the
Distribution Account in respect of the items set forth in clauses (i)(a) through
(i)(e) above in error, (c) the Administration Fee payable from the Distribution
Account pursuant to Section 8.05, (d) 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 Master Servicer or to be withdrawn by the Master Servicer
from the Master Servicer Collection Account pursuant to Section 3.21 and (e)
Servicing Fees retained by the Servicer pursuant to the Servicing Agreement.
Notwithstanding the foregoing, the Group III Available Distribution Amount for
any Distribution Date shall be increased (in the case of an Undercollateralized
Loan Group with respect to Loan Group III) or decreased (in the case of an
Overcollateralized Loan Group with respect to Loan Group III) by any applicable
Diverted Interest Amount or Class A Principal Adjustment Amount, in each case
for such Distribution Date.

                  "Group III Excess Diverted Interest Reserve Deposit": An
amount withdrawn from the Excess Diverted Interest Reserve Account equal to the
lesser of (i) the amount on deposit in the Excess Diverted Interest Reserve
Account and (ii) the sum of (a) any interest shortfalls on the Class III-A
Certificates and (b) the aggregate amount of Realized Losses on the Group III
Mortgage Loans on such Distribution Date.

                  "Group III Mortgage Loan": A first lien adjustable-rate
Mortgage Loan with an initial fixed-rate period of 7 years following
origination. The Group III Mortgage Loans are identified as such on the Mortgage
Loan Schedule.

                  "Group III Overcollateralized Amount": With respect to any
Distribution Date on which an Overcollateralized Amount exists, the excess, if
any, of (i) the sum of (a) the aggregate Scheduled Principal Balance of the
Group III Mortgage Loans plus (b) the aggregate Scheduled Principal Balance of
the REO Properties in Loan Group III over (ii) the aggregate Certificate
Principal Balance of the Class III-A Certificates and the Residual Certificates
immediately prior to such Distribution Date, in each case, before reduction for
any Realized Losses on such Distribution Date.

                  "Group III Senior Percentage": With respect to any
Distribution Date and the Class III-A Certificates, the lesser of (a) 100% and
(b) a fraction, expressed as a percentage, the numerator of which is the excess,
if any, of the aggregate Certificate Principal Balance of the

                                       21
<PAGE>

Class III-A Certificates and the Residual Certificates for such Distribution
Date over the aggregate amount, if any, payable to the Holders of the Class
III-A Certificates and Residual Certificates on such date pursuant to clause (d)
of the definition of "Senior Principal Distribution Amount," and the denominator
of which is the sum of (i) the aggregate Scheduled Principal Balance of the
Group III Mortgage Loans, plus (ii) the aggregate Scheduled Principal Balance of
the REO Properties in Loan Group III, in each case before reduction for any
Realized Losses on such Distribution Date.

                  Notwithstanding the foregoing, on any Cross-Collateralization
Date on which the aggregate Scheduled Principal Balance of the Group III
Mortgage Loans exceeds the aggregate Certificate Principal Balance of the Class
III-A Certificates and Residual Certificates, the Group III Senior Percentage
will equal the sum of the aggregate Certificate Principal Balance of the Class
III-A Certificates and Residual Certificates immediately prior to such
Distribution Date plus the Group III Allocation Percentage of the
Overcollateralized Amount divided by the aggregate Scheduled Principal Balance
of the Group III Mortgage Loans immediately prior to such Distribution Date. On
any Distribution Date after the reduction of the aggregate Certificate Principal
Balance of the Class I-A Certificates and the Class II-A Certificates to zero,
the Group III Senior Percentage will be a percentage equal to the aggregate
Certificate Principal Balance of the Class III-A Certificates and Residual
Certificates immediately prior to such Distribution Date divided by the
aggregate Scheduled Principal Balance of all of the Mortgage Loans immediately
prior to such Distribution Date.

                  "Group III Senior Prepayment Percentage": With respect to any
Distribution Date and the Class III-A Certificates within the range indicated
below, the percentage as indicated below:

<TABLE>
<CAPTION>

             DISTRIBUTION DATE                               GROUP III SENIOR PREPAYMENT PERCENTAGE
<S>                                          <C>
October 2004 through September 2015          100%
October 2015 through September 2016          Group III  Senior  Percentage,  plus 70% of the Group III  Subordinate
                                             Percentage
October 2016 through September 2017          Group III  Senior  Percentage,  plus 60% of the Group III  Subordinate
                                             Percentage
October 2017 through September 2018          Group III  Senior  Percentage,  plus 40% of the Group III  Subordinate
                                             Percentage
October 2018 through September 2019          Group III  Senior  Percentage,  plus 20% of the Group III  Subordinate
                                             Percentage
October 2019 and thereafter                  Group III Senior Percentage;
</TABLE>

PROVIDED, HOWEVER, no reduction to the Group III Senior Prepayment Percentage
described above shall be made as of any Distribution Date unless (i) the
outstanding principal balance of the Mortgage Loans delinquent 60 days or more
(including REO Properties and Mortgage Loans in foreclosure) averaged over the
last six months does not exceed 50% of the sum of the then current Certificate
Principal Balances of the Subordinate Certificates and (ii) Realized Losses on
the Mortgage Loans to date are less than the then applicable Trigger Amount.

                  On any Distribution Date on which Realized Losses on the
Mortgage Loans to date are greater than the then applicable Trigger Amount, the
Group III Senior Prepayment



                                       22
<PAGE>

Percentage will be the greater of (x) the Group III Senior Prepayment Percentage
for such Distribution Date or (y) the Group III Senior Prepayment Percentage for
the immediately preceding Distribution Date.

                  Notwithstanding the above, if on any Distribution Date (a) the
Subordinate Percentage, prior to giving effect to any distributions on such
Distribution Date, equals or exceeds two times the initial Subordinate
Percentage, (b) the provisions of clause (i) of the immediately preceding
paragraph are met and (c) (i) on or prior to the Distribution Date occurring in
October 2007, cumulative Realized Losses on the Mortgage Loans as of the end of
the related Prepayment Period do not exceed 20% of the initial aggregate
Certificate Principal Balance of the Subordinate Certificates and (b) after the
Distribution Date occurring in October 2007, cumulative Realized Losses on the
Mortgage Loans as of the end of the related Prepayment Period do not exceed 30%
of the initial aggregate Certificate Principal Balance of the Subordinate
Certificates, then the Group III Senior Prepayment Percentage for such
Distribution Date will equal the Group III Senior Percentage plus 50% of the
Group III Subordinate Percentage for such Distribution Date, if such
Distribution Date is prior to October 2007, and will equal the Group III Senior
Percentage for such Distribution Date, if such Distribution Date occurs on or
after October 2007.

                  On any Distribution Date on which the Aggregate Senior
Percentage exceeds the initial Aggregate Senior Percentage, the Group III Senior
Prepayment Percentage shall be 100%.

                  "Group III Subordinate Percentage": With respect to the
Subordinate Certificates and any Distribution Date, a percentage equal to 100%
minus the Group III Senior Percentage.

                  "Group III Subordinate Prepayment Percentage": With respect to
the Subordinate Certificates and any Distribution Date, 100% minus the Group III
Senior Prepayment Percentage for such Distribution Date.

                  "Highest Priority": As of any date of determination, the Class
of Subordinate Certificates then outstanding with a Certificate Principal
Balance greater than zero, with the earliest priority for distributions pursuant
to Section 4.01, in the following order: Class M-1 Certificates, Class B-1
Certificates, Class B-2 Certificates, Class B-3 Certificates, Class B-4
Certificates, Class B-5 Certificates and Class B-6 Certificates.

                  "Independent": When used with respect to any specified Person,
any such Person who (a) is in fact independent of the Servicer, the Depositor,
the Master Servicer, the Trustee, the Trust Administrator and their respective
Affiliates, (b) does not have any direct financial interest in or any material
indirect financial interest in the Servicer, the Depositor, the Master Servicer,
the Trustee, the Trust Administrator or any Affiliate thereof, and (c) is not
connected with the Servicer, the Depositor, the Master Servicer, the Trustee,
the Trust Administrator 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 Servicer, the Depositor, the Master Servicer, the Trustee, the Trust
Administrator or any Affiliate thereof merely because such Person is the
beneficial owner of 1% or less of any class of securities issued by the
Servicer, the Depositor or the Master Servicer, the Trustee, the Trust
Administrator or any Affiliate thereof, as the case may be.

                                       23
<PAGE>

                  "Independent Contractor": Either (i) any Person (other than a
Servicer or the Master Servicer) that would be an "independent contractor" with
respect to REMIC I within the meaning of Section 856(d)(3) of the Code if REMIC
I 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 REMIC I
does not receive or derive any income from such Person and provided that the
relationship between such Person and REMIC I 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 Servicers and the Master 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 any Mortgage Loan, the index for the
adjustment of the Mortgage Rate set forth as such on the related Mortgage Note.

                  "Insurance Proceeds": Proceeds of any Primary Mortgage
Insurance Policy, 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 followed by the Servicer under the Servicing
Agreement, subject to the terms and conditions of the related Mortgage Note and
Mortgage.

                  "Interest Accrual Period": With respect to any Distribution
Date and any Class of Certificates, the one-month period ending on the last day
of the calendar month preceding the month in which such Distribution Date
occurs.

                  "Interest Distribution Amount": With respect to any Class of
Certificates for any Distribution Date, an amount equal to one month's interest
accrued during the most recently ended Interest Accrual Period at the applicable
Pass-Through Rate on the Certificate Principal Balance thereof immediately prior
to such Distribution Date. The Interest Distribution Amount for any Class of
Certificates (a) will also include, in the case of any Distribution Date
subsequent to the initial Distribution Date, the excess, if any, of the Interest
Distribution Amount in respect of such Certificates for the immediately
preceding Distribution Date, over the aggregate distributions of interest made
in respect of such Certificates pursuant to Section 4.01(a)(1) on such
immediately preceding Distribution Date and (b) will be reduced, in the case of
any Distribution Date, by the amount of any Prepayment Interest Shortfalls (to
the extent not covered by payments in respect of Compensating Interest by the
Servicers or by the Master Servicer) and Relief Act Interest Shortfalls that
were allocated to such Class on such Distribution Date pursuant to Section 1.02.
The Interest Distribution Amount for any Class of Certificates will be based on
a 360 day year consisting of twelve 30 day Interest Accrual Periods.

                                       24
<PAGE>

                  "Late Collections": With respect to any Mortgage Loan, all
amounts received by the Servicer 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 REMIC I 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 Master 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
purchase, repurchase, substitution or sale of a Mortgage Loan or an REO Property
pursuant to the Servicing Agreement or pursuant to or as contemplated by Section
2.03 or Section 9.01.

                  "Loan Group": Any of Loan Group I, Loan Group II or Loan Group
III.

                  "Loan Group I": The Loan Group consisting of the Group I
Mortgage Loans. With respect to the Class I-A Certificates, Loan Group I is
sometimes referred to herein as the related Loan Group and the Mortgage Loans in
such Loan Group are sometimes referred to herein as the related Mortgage Loans.

                  "Loan Group II": The Loan Group consisting of the Group II
Mortgage Loans. With respect to the Class II-A Certificates, Loan Group II is
sometimes referred to herein as the related Loan Group and the Mortgage Loans in
such Loan Group are sometimes referred to herein as the related Mortgage Loans.

                  "Loan Group III": The Loan Group consisting of the Group III
Mortgage Loans. With respect to the Class III-A Certificates, Loan Group III is
sometimes referred to herein as the related Loan Group and the Mortgage Loans in
such Loan Group are sometimes referred to herein as the related Mortgage Loans.

                  "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.

                  "Master Servicer": As of the Closing Date, Wells Fargo Bank,
N.A. and thereafter, its respective successors in interest who meet the
qualifications of the Master Servicer under this Agreement and any required
qualifications of the Servicer under the Servicing



                                       25
<PAGE>

Agreement. The Master Servicer and the Trust Administrator shall at all times be
the same Person.

                  "Master Servicer Certification": A written certification,
substantially in the form attached hereto as Exhibit N, covering servicing of
the Mortgage Loans by the Servicer and signed by an officer of the Master
Servicer that complies with (i) the Sarbanes-Oxley Act of 2002, as amended from
time to time, and (ii) the February 21, 2003 Statement by the Staff of the
Division of Corporation Finance of the Securities and Exchange Commission
Regarding Compliance by Asset-Backed Issuers with Exchange Act Rules 13a-14 and
15d-14, as in effect from time to time; provided that if, after the Closing Date
(a) the Sarbanes-Oxley Act of 2002 is amended, (b) the Statement referred to in
clause (ii) is modified or superceded by any subsequent statement, rule or
regulation of the Securities and Exchange Commission or any statement of a
division thereof, or (c) any future releases, rules and regulations are
published by the Securities and Exchange Commission from time to time pursuant
to the Sarbanes-Oxley Act of 2002, which in any such case affects the form or
substance of the required certification and results in the required
certification being, in the reasonable judgment of the Master Servicer,
materially more onerous than the form of the required certification as of the
Closing Date, the Master Servicer Certification shall be as agreed to by the
Master Servicer and the Depositor following a negotiation in good faith to
determine how to comply with any such new requirements.

                  "Master Servicer Collection Account": The trust account or
accounts created and maintained pursuant to Section 3.20, which shall be
entitled "Wells Fargo Bank, N.A. as Master Servicer, for HSBC Bank USA, National
Association as trustee, in trust for the registered holders of Citigroup
Mortgage Loan Trust Inc., Mortgage Pass-Through Certificates, Series
2004-HYB3--Master Servicer Collection Account," and which shall be an Eligible
Account. The Master Servicer Collection Account may be deemed to be a
sub-account of the Distribution Account.

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

                  "Master Servicing Compensation": The meaning specified in
Section 3.14.

                  "Maximum Mortgage Rate": With respect to each 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.

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

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

                  "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



                                       26
<PAGE>

for the originator of such Mortgage Loan and its successors and assigns, at the
origination thereof.

                  "Minimum Mortgage Rate": With respect to each Mortgage Loan,
the percentage set forth in the related Mortgage Note as the minimum Mortgage
Rate thereunder.

                  "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 or any state law providing for similar relief, (b) except as provided
in the Servicing Agreement, without giving effect to any extension granted or
agreed to by the Servicer pursuant to the Servicing Agreement and (c) except as
provided in the Servicing Agreement, 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 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 Purchase Agreement": The agreement between the
Depositor and the Mortgage Loan Seller regarding the transfer of the Mortgage
Loans by the Mortgage Loan Seller to or at the direction of the Depositor,
substantially in the form of Exhibit D annexed hereto.

                  "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 Servicer's Mortgage Loan identifying number;

                  (ii) the state and zip code of the related Mortgaged Property;

                  (iii) a code indicating whether the Mortgaged Property is
         owner-occupied;

                  (iv) the type of Residential Dwelling constituting the
         Mortgaged Property;

                  (v) the original months to maturity;

                                       27
<PAGE>

                  (vi) the original date of the mortgage;

                  (vii) the Loan-to-Value Ratio as of the Cut-off Date;

                  (viii) the Mortgage Rate in effect immediately following the
         Cut-off Date;

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

                  (x) the stated maturity date;

                  (xi) the amount of the Monthly Payment at origination;

                  (xii) the amount of the Monthly Payment as of the Cut-off
         Date;

                  (xiii) the last Due Date on which a Monthly Payment was
         actually applied to the unpaid Stated Principal Balance;

                  (xiv) the original principal amount of the Mortgage Loan;

                  (xv) the Scheduled Principal Balance of the Mortgage Loan as
         of the close of business on the Cut-off Date;

                  (xvi) a code indicating the purpose of the Mortgage Loan
         (i.e., purchase financing, rate/term refinancing, cash-out
         refinancing);

                  (xvii) if available, a code indicating the documentation style
         (i.e., full, alternative or reduced);

                  (xviii) the Value of the Mortgaged Property;

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

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

                  (xxi) the rounding code, the Minimum Mortgage Rate, the
         Maximum Mortgage Rate, the Gross Margin, the next Adjustment Date and
         the initial Periodic Rate Cap and the subsequent Periodic Rate Cap;

                  (xxii) a code indicating if the Mortgage Loan is subject to a
         Primary Mortgage Insurance Policy;

                  (xxiii) whether such Mortgage Loan is a Group I Mortgage Loan,
         a Group II Mortgage Loan or a Group III Mortgage Loan; and

                  (xxiv) the related Servicer.

                                       28
<PAGE>

                  The Mortgage Loan Schedule shall set forth the following
information with respect to the Mortgage Loans in the aggregate as of the
Cut-off Date: (1) the number of Mortgage Loans; (2) [reserved]; (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 Loan Seller": Citigroup Global Markets Realty Corp.,
or its successor in interest, in its capacity as seller under the Mortgage Loan
Purchase Agreement.

                  "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 consisting of Loan
Group I, Loan Group II and Loan Group III, 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. With respect to each Mortgage Loan that becomes an 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.

                  "National City Mortgage Loan": Each Mortgage Loan with respect
to which National City Mortgage Co. is the related Servicer.

                  "Net WAC Pass-Through Rate": With respect to the Class I-A
Certificates and any Distribution Date, a rate per annum equal to the weighted
average of the Expense Adjusted Mortgage Rates of the Group I Mortgage Loans,
weighted based on their Stated Principal Balances as of the first day of the
related Due Period. For federal income tax purposes, the equivalent of the
foregoing shall be expressed as the weighted average of the REMIC I Remittance
Rate on REMIC I Regular Interest LT-1GRP, weighted on the basis of the
Uncertificated Principal Balance of such REMIC I Regular Interest.

                                       29
<PAGE>

                  With respect to the Class II-A Certificates and any
Distribution Date, a rate per annum equal to the weighted average of the Expense
Adjusted Mortgage Rates of the Group II Mortgage Loans, weighted based on their
Stated Principal Balances as of the first day of the related Due Period. For
federal income tax purposes, the equivalent of the foregoing shall be expressed
as the weighted average of the REMIC I Remittance Rate on REMIC I Regular
Interest LT-2GRP, weighted on the basis of the Uncertificated Principal Balance
of such REMIC I Regular Interest.

                  With respect to the Class III-A Certificates and any
Distribution Date and the Residual Certificates and the first Distribution Date,
a rate per annum equal to the weighted average of the Expense Adjusted Mortgage
Rates of the Group III Mortgage Loans, weighted based on their Stated Principal
Balances as of the first day of the related Due Period. For federal income tax
purposes, the equivalent of the foregoing shall be expressed as the weighted
average of the REMIC I Remittance Rate on REMIC I Regular Interest LT-3GRP,
weighted on the basis of the Uncertificated Principal Balance of such REMIC I
Regular Interest.

                  With respect to the Subordinate Certificates and any
Distribution Date, a rate per annum equal to the weighted average, weighted in
proportion to the results of subtracting from the aggregate Stated Principal
Balance of each Loan Group the aggregate Certificate Principal Balance of the
related Class A Certificates, of the weighted average Expense Adjusted Mortgage
Rates of the Group I Mortgage Loans, the Group II Mortgage Loans and the Group
III Mortgage Loans. For federal income tax purposes, the equivalent of the
foregoing shall be expressed as the weighted average of the REMIC I Remittance
Rate on REMIC I Regular Interest LT-1SUB, REMIC I Regular Interest LT-2SUB and
REMIC I Regular Interest LT-3SUB (in each case, subject to a cap and a floor
equal to the weighted average of the Expense Adjusted Mortgage Rates of the
Mortgage Loans in the related Loan Group, weighted on the basis of the
Uncertificated Principal Balance of each such REMIC I Regular Interest.

                  "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 P&I Advance": Any P&I 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 or Master Servicer, as
applicable, will not or, in the case of a proposed P&I 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.

                  "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 Mortgage Loan Seller or the
Depositor, as applicable; with respect to the Master Servicer, any officer who
is authorized to act for the Master Servicer in matters relating to this
Agreement, and whose action is binding upon the Master Servicer.

                                       30
<PAGE>

                  "Opinion of Counsel": A written opinion of counsel, who may,
without limitation, be salaried counsel for the Mortgage Loan Seller, an
Underlying Seller, a Servicer, the Depositor or the Master Servicer, reasonably
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.

                  "Original Group I Mortgage Loan": Any Mortgage Loans included
in Loan Group I as of the Closing Date.

                  "Original Group II Mortgage Loan": Any Mortgage Loans included
in Loan Group II as of the Closing Date.

                  "Original Group III Mortgage Loan": Any Mortgage Loans
included in Loan Group III as of the Closing Date.

                  "Original Mortgage Loan": Any Original Group I Mortgage Loans,
Original Group II Mortgage Loans or Original Group III Mortgage Loans.

                  "Overcollateralized Amount": As to any Distribution Date, an
amount equal to the sum of the Undercollateralized Amounts for the unrelated
Class or Classes of Class A Certificates.

                  "Overcollateralized Loan Group": As to any Distribution Date
on which there is one or more Undercollateralized Loan Groups, any Loan Group
for which there is no Undercollateralized Amount.

                  "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 any Class of Certificates
and any Distribution Date, the related Net WAC Pass-Through Rate.

                  "Percentage Interest": With respect to any Class of
Certificates and any Certificate of such Class, the portion of the respective
Class evidenced by such Certificate, expressed as a percentage, the numerator of
which is the initial Certificate Principal Balance represented by such
Certificate, and the denominator of which is the initial Certificate Principal
Balance of such Class. The Book-Entry Certificates are issuable only in
Percentage Interests corresponding to initial Certificate Principal Balances of
$100,000 and integral multiples of $1 in excess thereof. The Private
Certificates are issuable only in Percentage Interests corresponding to the
initial Certificate Principal Balances of $100,000 and integral multiples of $1
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 of such
Class or to an otherwise authorized denomination for such



                                       31
<PAGE>

Class plus such remainder. The Residual Certificates are issuable only in
Percentage Interests of 20% and multiples thereof.

                  "Periodic Rate Cap": With respect to each 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 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 or managed by the Depositor, a Servicer, the Master
Servicer, the Trustee, the Trust Administrator or any of their respective
Affiliates or for which an Affiliate of the Trustee or the Trust Administrator
serves as an advisor: (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
each Rating Agency 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 each
Rating Agency 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 managed or advised by the Trust Administrator or an Affiliate
thereof, that have been rated "AAAm" or "AAAM-G" by S&P and "Aaa" by Moody's (if
rated by Moody's); and (viii) if previously confirmed in writing to the Master
Servicer, the Trust Administrator and the Trustee, as applicable, any other
demand, money market or time deposit, or any other obligation, security or
investment, as may be acceptable to each Rating Agency 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.

                  "Permitted Transferee": Any Transferee of a Residual
Certificate other than a Disqualified Organization or Non-United States Person.

                                       32
<PAGE>

                  "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": With respect to any Distribution Date, as to
any Mortgage Loan or REO Property, any advance made by the Servicer in respect
of Monthly Payments due during the related Due Period pursuant to the Servicing
Agreement or by the Master Servicer (or other successor Servicer) 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 and Section 4975 of the Code.

                  "Prepayment Assumption": A prepayment rate for the Mortgage
Loans of 25% CPR. The Prepayment Assumption is used solely for determining the
accrual of original issue discount on the Certificates for federal income tax
purposes.

                  "Prepayment Interest Shortfall": With respect to any
Distribution Date, for each Countrywide Mortgage Loan that was during the
related Prepayment Period the subject of a Principal Prepayment in full or in
part that was applied by the Servicer to reduce the outstanding principal
balance of such loan on a date preceding the Due Date in the succeeding
Prepayment Period, an amount equal to one month's interest on the Mortgage Loan
less any payments in respect of interest for such month made by the Mortgagor.
With respect to any Distribution Date, for each National City Mortgage Loan and
Wells Fargo Mortgage Loan that was the subject of a Principal Prepayment in full
or in part during the related Prepayment Period, an amount equal to one month's
interest on the Mortgage Loan less any payments in respect of interest for such
month made by the Mortgagor.

                  "Prepayment Period": With respect to any Distribution Date and
any Countrywide Mortgage Loan, 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 first day of the calendar month in which such
Distribution Date occurs. With respect to any Distribution Date and any National
City Mortgage Loan or Wells Fargo Mortgage Loan, the calendar month preceding
the month in which such Distribution Date occurs.

                  "Primary Mortgage Insurance Policy": Each primary policy of
mortgage guaranty insurance in effect as represented by the related Underlying
Seller and as so indicated on the Mortgage Loan Schedule, or any replacement
policy therefor obtained by the Servicer or any Sub-Servicer pursuant to the
Servicing Agreement.

                  "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; provided,




                                       33
<PAGE>

however, the amount of the Principal Prepayment shall not include the amount of
any related prepayment penalty or premium.

                  "Private Certificates": As defined in Section 5.02(b).

                  "Purchase Price": With respect to any Mortgage Loan or REO
Property to be purchased pursuant to or as contemplated by Section 2.03 or
Section 9.01, an amount equal to the sum of (i)(a) 100% of the Stated Principal
Balance of such Mortgage Loan (b) interest on such Stated Principal Balance at
the Mortgage Loan Remittance Rate from the date on which interest has last been
paid and remitted to the Master Servicer to the last day of the month in which
such repurchase occurs, less amounts received or advanced in respect of such
repurchased Mortgage Loan which are being held in the Custodial Account for
distribution in the month of repurchase and (ii) any costs and damages (if any)
incurred by the Trust Fund in connection with any violation of such Mortgage
Loan of any predatory or abusive lending laws.

                  "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 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) have a remaining term to maturity not
greater than (and not more than one year less than) that of the Deleted Mortgage
Loan, (iv) have the same Due Date as the Due Date on the Deleted Mortgage Loan,
(v) 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, (vi)
have a Maximum Mortgage Rate not less than the Maximum Mortgage Rate on the
Deleted Mortgage Loan, (vii) have a Minimum Mortgage Rate not less than the
Minimum Mortgage Rate of the Deleted Mortgage Loan, (viii) have a Gross Margin
equal to the Gross Margin of the Deleted Mortgage Loan, (ix) have a next
Adjustment Date not more than two months later than the next Adjustment Date on
the Deleted Mortgage Loan, (x) 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 and (xi) conform to each representation and warranty made by
the related Underlying Seller and by the Mortgage Loan Seller 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 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
(iii) shall be determined on the basis of weighted average remaining terms to
maturity, the Loan-to-Value Ratios described in clause (v) 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



                                       34
<PAGE>

(xi) hereof must be satisfied as to each Qualified Substitute Mortgage Loan or
in the aggregate, as the case may be.

                  "Rating Agency": Moody's and S&P or their successors. If such
agencies or their successors are no longer in existence, the "Rating Agency"
shall be such nationally recognized statistical rating agency, or other
comparable Person, designated by the Depositor, written notice of which
designation shall be given to the Trustee, the Trust Administrator and the
Master Servicer. References herein to "the Rating Agency" shall be deemed to
refer to both Rating Agencies, as the context may require.

                  "Realized Loss": With respect to each Mortgage Loan or REO
Property as to which a Final Recovery Determination has been made, (a) a
Bankruptcy Loss, Fraud Loss or Special Hazard Loss or (b) with respect to any
defaulted Mortgage Loan that is finally liquidated through foreclosure sale,
disposition of the related Mortgaged Property (if acquired on behalf of the
Certificateholders by foreclosure or deed in lieu of foreclosure) or otherwise,
is the amount of loss realized, if any, equal to the portion of the Stated
Principal Balance remaining unpaid, plus interest thereon through the last day
of the month in which such Mortgage Loan was finally liquidated, after
application of all Liquidation Proceeds (net of amounts reimbursable therefrom
to the Servicer pursuant to the Servicing Agreement for P&I Advances, servicing
advances and other related expenses, including attorney's fees or to the Master
Servicer hereunder) in respect of such Mortgage Loan.

                  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.

                  To the extent the Trust Fund receives Subsequent Recoveries
with respect to any Mortgage Loan, the amount of the Realized Loss with respect
to that Mortgage Loan will be reduced to the extent such recoveries are applied
to reduce the Certificate Principal Balance of any Class of Certificates on any
Distribution Date.

                  "Record Date": With respect to each Distribution Date and each
Class of Certificates, the last Business Day of the month immediately preceding
the month in which such Distribution Date occurs.

                  "Regular Certificate": Any Class A Certificate or Subordinate
Certificate.

                  "Regular Interest": A "regular interest" in a REMIC within the
meaning of Section 860G(a)(1) of the Code.

                                       35
<PAGE>

                  "Relief Act": The Servicemembers Civil Relief Act, as amended.

                  "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 or any state law providing for
similar relief.

                  "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 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 under all insurance
policies required to be maintained pursuant to this Agreement or the Servicing
Agreement and any proceeds thereof; (iv) the Depositor's rights under the
Mortgage Loan Purchase Agreement (including any security interests created
thereby but excluding any indemnification rights pursuant to Section 18
thereof); (v) the rights of the Trustee under the Servicing Agreements and the
AAR Agreements relating thereto and (v) the Custodial Account, the Master
Servicer Collection Account and the Distribution 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.

                  "REMIC I Regular Interests": The REMIC I Regular Interests, as
defined in the Preliminary Statement.

                  "REMIC I Remittance Rate": With respect to REMIC I Regular
Interest LT-1SUB, REMIC I Regular Interest LT-2SUB, REMIC I Regular Interest
LT-3SUB and REMIC I Regular Interest LT-ZZ, the weighted average of the Expense
Adjusted Mortgage Rates of the Mortgage Loans. With respect to REMIC I Regular
Interest LT-1GRP, the weighted average of the Expense Adjusted Mortgage Rates of
the Group I Mortgage Loans. With respect to REMIC I Regular Interest LT-2GRP,
the weighted average of the Expense Adjusted Mortgage Rates of the Group II
Mortgage Loans. With respect to REMIC I Regular Interest LT-3GRP and REMIC I
Regular Interest LT-R, the weighted average of the Expense Adjusted Mortgage
Rates of the Group III Mortgage Loans.

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

                                       36
<PAGE>

                  "REMIC II": As defined in the Preliminary Statement.

                  "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.

                  "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 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 Net Mortgage 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 Principal Amortization": With respect to any REO
Property, for any calendar month, the excess, if any, of (a) the aggregate of
all amounts received in respect of such REO Property during such calendar month,
whether in the form of rental income, sale proceeds (including, without
limitation, that portion of the Termination Price paid in connection with a
purchase of all of the Mortgage Loans and REO Properties pursuant to Section
9.01 that is allocable to such REO Property) or otherwise, net of any portion of
such amounts (i) payable pursuant to the Servicing Agreement in respect of the
proper operation, management and maintenance of such REO Property or (ii)
payable or reimbursable to the Servicer for unpaid Servicing Fees in respect of
the related Mortgage Loan and unreimbursed Servicing Advances and P&I Advances
in respect of such REO Property or the related Mortgage Loan, over (b) the REO
Imputed Interest in respect of such REO Property for 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.

                  "Request for Release": A request for release in such
electronic or other format as shall be mutually agreeable by the Trust
Administrator and the Servicer, in substantially 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 Certificate":  Any one of the Class R Certificates.

                                       37
<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 of the Trust Administrator 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, a division of the McGraw-Hill
Companies, Inc., or its successor 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 aggregate amount of REO Principal Amortization, if any, in
respect of such REO Property for all previously ended calendar months; and (b)
as of any Due Date subsequent to the occurrence of a Liquidation Event with
respect to such REO Property, zero.

                                       38
<PAGE>

                  "Senior Interest Distribution Amount": With respect to any
Distribution Date, an amount equal to the aggregate of the Interest Distribution
Amounts for such Distribution Date for each Class of Class A Certificates and,
in the case of the first Distribution Date, the Residual Certificates.

                  "Senior Percentage": The Group I Senior Percentage, the Group
II Senior Percentage or the Group III Senior Percentage, as the context
requires.

                  "Senior Prepayment Percentage": The Group I Senior Prepayment
Percentage, the Group II Senior Prepayment Percentage or the Group III Senior
Prepayment Percentage, as the context requires.

                  "Senior Principal Distribution Amount": For any Distribution
Date and any Class of Class A Certificates, an amount equal to the sum of:

                  (a) the product of (x) the then-applicable related Senior
Percentage and (y) the sum of the following:

                    (i) the aggregate of the principal portions of all Monthly
               Payments due during the related Due Period in respect of the
               related Mortgage Loans whether or not received;

                    (ii) the principal portion of all Insurance Proceeds,
               Liquidation Proceeds (other than amounts described in clause (c)
               below) and Subsequent Recoveries received in respect of the
               related Mortgage Loans during the related Prepayment Period
               (other than any such related Mortgage Loan that was purchased,
               sold or replaced pursuant to or as contemplated by Section 2.03
               or Section 9.01 during the related Prepayment Period), net of any
               portion thereof that represents a recovery of principal for which
               a P&I Advance was made in respect of a preceding Distribution
               Date;

                    (iii) the Stated Principal Balance (calculated immediately
               prior to such Distribution Date) of each related Mortgage Loan
               that was purchased, sold or replaced pursuant to or as
               contemplated by Section 2.03 or Section 9.01 during the related
               Prepayment Period;

                    (iv) all REO Principal Amortization collected in respect of
               any REO Property in respect of a related Mortgage Loan during the
               related Prepayment Period; and

                    (v) in connection with the substitution of one or more
               Qualified Substitute Mortgage Loans for one or more Deleted
               Mortgage Loans in the related Loan Group pursuant to Section 2.03
               during the related Prepayment Period, the excess, if any, of (A)
               the aggregate Stated Principal Balance (calculated as of the
               respective dates of substitution) of such Deleted Mortgage Loans,
               net of the aggregate of the principal portions of the Monthly
               Payments due during the related Prepayment Period (to the extent
               received from the related Mortgagor or advanced and distributed
               pursuant to Section 4.01 on the Distribution Date in the related
               Prepayment Period) in respect of each such Deleted Mortgage Loan
               that was replaced prior to the Distribution Date in the



                                       39
<PAGE>

               related Prepayment Period, over (B) the aggregate Stated
               Principal Balance (calculated as of the respective dates of
               substitution) of such Qualified Substitute Mortgage Loans;

                  (b) the product of (x) the then-applicable related Senior
Prepayment Percentage and (y) the aggregate of all Principal Prepayments
received in respect of the related Mortgage Loans during the related Prepayment
Period;

                  (c) with respect to any related Mortgage Loan which was the
subject of a Final Recovery Determination in the related Prepayment Period, the
least of (a) the then-applicable related Senior Prepayment Percentage multiplied
by the net Liquidation Proceeds and Insurance Proceeds allocable to principal in
respect of the related Mortgage Loans, (b) the then-applicable related Senior
Percentage multiplied by the Scheduled Principal Balance of the related Mortgage
Loan at the time of such Final Recovery Determination and (c) the principal
portion of all amounts collected in connection with such a Final Recovery
Determination;

                  (d) in the case of any Distribution Date subsequent to the
initial Distribution Date, an amount equal to the excess, if any, of the related
Senior Principal Distribution Amount for the immediately preceding Distribution
Date, over the aggregate distributions of principal made in respect of the
related Class of Class A Certificates on such immediately preceding Distribution
Date pursuant to Section 4.01 to the extent that any such amounts are not
attributable to Realized Losses which were allocated to the Subordinate
Certificates pursuant to Section 4.04; and

                  (e) any Class A Principal Adjustment Amount (allocated among
the Class A Certificates on a PRO RATA basis based on the aggregate Certificate
Principal Balance of each such Class), so long as (a) the Subordination Test has
not been met with respect to such Distribution Date and (b) there is more than
one Class of Class A Certificates still outstanding.

                  On any Distribution Date on which only one Class of Class A
Certificates remains outstanding, such Class of Class A Certificates will be
entitled to receive distributions in respect of all principal collected on any
of the remaining Mortgage Loans.

                  "Servicer": With respect to any Mortgage Loan, the servicer
thereof pursuant to the related Servicing Agreement, or the successor to such
party as the servicer of such Mortgage Loan. The Servicers of the Mortgage Loans
as of the Cut-off Date and the Servicing Agreement pursuant to which each
Servicer is Servicing the Mortgage Loans serviced by it as of the Cut-off Date
are identified on Schedule 2 hereto.

                  "Servicer Remittance Date": The day each month that the
Servicer pursuant to the Servicing Agreement is required to remit scheduled and
unscheduled collections on the Mortgage Loans to the Master Servicer.

                  "Servicing Advances": All customary, reasonable and necessary
"out-of-pocket" costs and expenses other than P&I Advances (including reasonable
attorneys' fees and disbursements) incurred in the performance by the Servicer
of its servicing obligations, including, but not limited to, the cost of (a) the
preservation, restoration and protection of the Mortgaged Property, (b) any
enforcement or judicial proceedings, including foreclosures and (c)



                                       40
<PAGE>

the management and liquidation of any REO Property. If the Master Servicer (or
another successor Servicer) succeeds as Servicer, it 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 Master Servicer (or other successor
Servicer), would not be ultimately recoverable from related Late Collections,
Insurance Proceeds or Liquidation Proceeds on such Mortgage Loan or REO
Property.

                  "Servicing Agreement": With respect to each Servicer and the
Mortgage Loans serviced by such Servicer, the servicing agreement, servicing
guide or other document governing the servicing of such Mortgage Loans by such
Servicer, as such servicing agreement has been assigned and, if applicable,
modified pursuant to the related AAR Agreement. The Servicers of the Mortgage
Loans as of the Cut-off Date and the Servicing Agreement pursuant to which each
Servicer is servicing the Mortgage Loans serviced by it as of the Cut-off Date
are identified on Schedule 2 hereto.

                  "Servicing Fee": With respect to each Mortgage Loan and for
any calendar month, an amount equal to one month's interest (or in the event of
any payment of interest which accompanies a Principal Prepayment in full made by
the Mortgagor during such calendar month, interest for the number of days
covered by such payment of interest) at the applicable Servicing Fee Rate on the
same principal amount on which interest on such Mortgage Loan accrues for such
calendar month. A portion of such Servicing Fee may be retained by any
Sub-Servicer as its servicing compensation.

                  "Servicing Fee Rate": With respect to the any Mortgage Loan,
0.250% per annum.

                  "Servicing Officer": With respect to the Servicer, any officer
of the Servicer involved in or responsible for, the administration and servicing
of the Mortgage Loans whose name appears on a list of servicing officers
furnished by the Servicer to the Master Servicer, the Trust Administrator and
the Trustee upon request, as such list may from time to time be amended. With
respect to the Master Servicer, any officer of the Master Servicer involved in
or responsible for, the administration and master servicing of the Mortgage
Loans whose name appears on a list of servicing officers furnished by the Master
Servicer to the Trust Administrator and the Trustee upon request, as such list
may from time to time be amended.

                  "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 of $1,000. With respect to the Residual
Certificates, a hypothetical Certificate of such Class evidencing a 20%
Percentage Interest in such Class.

                  "Special Hazard Amount": Initially, an amount equal to
$5,585,754. As of each anniversary of the Cut-off Date, the Special Hazard
Amount shall equal the lesser of (i) the Special Hazard Amount on the
immediately preceding anniversary of the Cut-off Date less the sum of all
amounts allocated to the Subordinate Certificates in respect of Special Hazard
Losses on the Mortgage Loans during such year and (ii) the Adjustment Amount for
such anniversary.



                                       41
<PAGE>

After the Certificate Principal Balances of the Subordinate Certificates are
reduced to zero, the Special Hazard Amount will be zero.

                  "Special Hazard Loss": Any Realized Loss or portion thereof
not in excess of the lesser of the cost of repair or replacement of a Mortgaged
Property suffered by such Mortgaged Property by reason of damage caused by
certain hazards (including earthquakes, mudflows, and, to a limited extent,
floods) not insured against under the hazard insurance policies or fire or flood
insurance policies required to be maintained in respect of such Mortgaged
Property pursuant to Section 3.14, or by reason of the application of any
co-insurance provision. Special Hazard Losses shall not include any
Extraordinary Loss or any of the following:

                  (a) wear and tear, deterioration, rust or corrosion, mold, wet
or dry rot; inherent vice or latent defect; animals, birds, vermin, insects;

                    (i) smog, smoke, vapor, liquid or dust discharge from
               agricultural or industrial operations; pollution; contamination;

                    (ii) settling, subsidence, cracking, shrinkage, bulging or
               expansion of pavements, foundations, walls, floors, roofs or
               ceilings; and

                    (iii) errors in design, faulty workmanship or faulty
               materials, unless the collapse of the property or a part thereof
               ensues and then only for the ensuing loss.

                  "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, 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 sum of (I) if such REO Property was acquired before
the Distribution Date in any calendar month, the principal portion of the



                                       42
<PAGE>

Monthly Payment due on the Due Date in the calendar month of acquisition, to the
extent advanced by the Servicer and distributed pursuant to Section 4.01 on or
before such date of determination, to the extent distributed pursuant to Section
4.01 on or before such date of determination, and (II) the aggregate amount of
REO Principal Amortization in respect of such REO Property for all previously
ended calendar months, to the extent 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.

                   "Subordinate Certificate": Any Class M-1 Certificate, Class
B-1 Certificate, Class B-2 Certificate, Class B-3 Certificate, Class B-4
Certificate, Class B-5 Certificate or Class B-6 Certificate.

                  "Subordinate Percentage": The Subordinate Percentage with
respect to any distribution date will be the percentage equal to the aggregate
Certificate Principal Balance of the Subordinate Certificates immediately prior
to such Distribution Date divided by the aggregate Scheduled Principal Balance
of all of the Mortgage Loans as of the close of business on the first day of the
calendar month immediately preceding such Distribution Date.

                  "Subordinate Principal Distribution Amount": For any
Distribution Date, an amount equal to the sum of:

                  (a) the product of (x) the then-applicable Group I Subordinate
Percentage, Group II Subordinate Percentage or Group III Subordinate Percentage,
as applicable, and (y) the sum of the following:

                    (i) the aggregate of the principal portions of all Monthly
               Payments due during the related Due Period in respect of the
               Mortgage Loans whether or not received;

                    (ii) the principal portion of all Insurance Proceeds,
               Liquidation Proceeds (other than amounts described in clause (c)
               below) and Subsequent Recoveries received in respect of the
               related Mortgage Loans during the related Prepayment Period
               (other than any such Mortgage Loan that was purchased, sold or
               replaced pursuant to or as contemplated by Section 2.03 or
               Section 9.01 during the related Prepayment Period), net of any
               portion thereof that represents a recovery of principal for which
               an advance was made by the Servicer pursuant to the Servicing
               Agreement in respect of a preceding Distribution Date;

                    (iii) the Stated Principal Balance (calculated immediately
               prior to such Distribution Date) of each related Mortgage Loan
               that was purchased, sold or replaced pursuant to or as
               contemplated by Section 2.03 or Section 9.01 during the related
               Prepayment Period;

                    (iv) all REO Principal Amortization collected in respect of
               any REO Property during the related Prepayment Period; and

                                       43
<PAGE>

                    (v) in connection with the substitution of one or more
               Qualified Substitute Mortgage Loans for one or more Deleted
               Mortgage Loans in the related Loan Group pursuant to Section 2.03
               during the related Prepayment Period, the excess, if any, of (A)
               the aggregate Stated Principal Balance (calculated as of the
               respective dates of substitution) of such Deleted Mortgage Loans,
               net of the aggregate of the principal portions of the Monthly
               Payments due during the related Prepayment Period (to the extent
               received from the related Mortgagor or advanced and distributed
               pursuant to Section 4.01 on the Distribution Date in the related
               Prepayment Period) in respect of each such Deleted Mortgage Loan
               that was replaced prior to the Distribution Date in the related
               Prepayment Period, over (B) the aggregate Stated Principal
               Balance (calculated as of the respective dates of substitution)
               of such Qualified Substitute Mortgage Loans;

                  (b) the product of (x) the then-applicable Group I Subordinate
Prepayment Percentage, Group II Subordinate Prepayment Percentage or Group III
Subordinate Prepayment Percentage, as applicable, and (y) all Principal
Prepayments received in respect of the related Mortgage Loans during the related
Prepayment Period;

                  (c) with respect to any related Mortgage Loans which were the
subject of a Final Recovery Determination in the related Prepayment Period, the
amount, if any, by which the net Liquidation Proceeds and Insurance Proceeds
allocable to principal in respect of such Mortgage Loans exceed the amount
distributable to the related Class A Certificates pursuant to clause (c) of the
definition of "Senior Principal Distribution Amount";

                  (d) in the case of any Distribution Date subsequent to the
initial Distribution Date, an amount equal to the excess, if any, of the
Subordinate Principal Distribution Amount for the immediately preceding
Distribution Date, over the aggregate distributions of principal made in respect
of the Subordinate Certificates on such immediately preceding Distribution Date
pursuant to Section 4.01 to the extent that any such amounts are not
attributable to Realized Losses that were allocated to the Subordinate
Certificates pursuant to Section 4.04; and

                  (e) any Class A Principal Adjustment Amount, so long as (a)
the Subordination Test has been met with respect to such Distribution Date and
(b) there is more than one Class of Class A Certificates still outstanding.

                  "Subordination Test": With respect to any Distribution Date,
the Subordination Test will be met if the Subordinate Percentage is equal to or
greater than two times the Subordinate Percentage on the Closing Date.

                  "Sub-Servicer": Any Person with which the Servicer has entered
into a Sub-Servicing Agreement meeting the requirements set forth in the
Servicing Agreement.

                  "Sub-Servicing Agreement": The written contract between the
Servicer and a Sub-Servicer relating to servicing and administration of certain
Mortgage Loans meeting the requirements set forth in the Servicing Agreement.

                  "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 Servicer or the



                                       44
<PAGE>

Master Servicer from such amounts under the related 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.

                  "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.

                  "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.

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

                  "Trigger Amount": With respect to any Class of Class A
Certificates and any Distribution Date, the Trigger Amount occurring after the
first ten years will be as follows: for any Distribution Date during the
eleventh year after the Closing Date, 30% of the initial aggregate Certificate
Principal Balance of the Subordinate Certificates; for any Distribution Date
during the twelfth year after the Closing Date, 35% of the initial aggregate
Certificate Principal Balance of the Subordinate Certificates; for any
Distribution Date during the thirteenth year after the Closing Date, 40% of the
initial aggregate Certificate Principal Balance of the Subordinate Certificates;
for any Distribution Date during the fourteenth year after the Closing Date, 45%
of the initial aggregate Certificate Principal Balance of the Subordinate
Certificates; and for any Distribution Date during the fifteenth year (or any
year thereafter) after the Closing Date, 50% of the initial aggregate
Certificate Principal Balance of the Subordinate Certificates.

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

                  "Trust Fund": Collectively, all of the assets of REMIC I and
REMIC II.

                  "Trust REMIC": Each of REMIC I and REMIC II.

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


                                       45
<PAGE>


                  "Uncertificated Balance": The amount of any REMIC I Regular
Interest outstanding as of any date of determination. As of the Closing Date,
the Uncertificated Balance of each REMIC I 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 I Regular Interest shall be reduced by all distributions of principal
made on such REMIC I Regular Interest on such Distribution Date pursuant to
Section 4.08 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.

                  "Undercollateralized Amount": As to any Distribution Date and
Loan Group I, the excess, if any, of the aggregate Certificate Principal Balance
of the Class I-A Certificates immediately prior to such Distribution Date over
the sum of (i) the aggregate Scheduled Principal Balance of the Group I Mortgage
Loans plus (ii) the aggregate Scheduled Principal Balance of the REO Properties
in Loan Group I, in each case before reduction for any Realized Losses on such
Distribution Date. As to any Distribution Date and Loan Group II, the excess, if
any, of the aggregate Certificate Principal Balance of the Class II-A
Certificates immediately prior to such Distribution Date over the sum of (i) the
aggregate Scheduled Principal Balance of the Group II Mortgage Loans plus (ii)
the aggregate Scheduled Principal Balance of the REO Properties in Loan Group
II, in each case before reduction for any Realized Losses on such Distribution
Date. As to any Distribution Date and Loan Group III, the excess, if any, of the
aggregate Certificate Principal Balance of the Class III-A Certificates
immediately prior to such Distribution Date over the sum of (i) the aggregate
Scheduled Principal Balance of the Group III Mortgage Loans plus (ii) the
aggregate Scheduled Principal Balance of the REO Properties in Loan Group III,
in each case before reduction for any Realized Losses on such Distribution Date.

                  "Undercollateralized Loan Group": As to any Distribution Date,
any Loan Group for which an Undercollateralized Amount greater than zero is
calculated.

                  "Underlying Seller": With respect to any Countrywide Mortgage
Loan, Countrywide Home Loans, Inc. With respect to any National City Mortgage
Loan, National City Mortgage Co. With respect to any Wells Fargo Mortgage Loan,
Wells Fargo Bank, N.A..

                  "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 the
Servicing Agreement.

                  "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 Class R 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



                                       46
<PAGE>

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 value
thereof as determined by an appraisal made for the originator of the Mortgage
Loan at the time of origination of the Mortgage Loan or such other value
assigned to such Mortgaged Property by the originator at the time of origination
of the Mortgage Loan.

                  "Voting Rights": The portion of the voting rights of all of
the Certificates which is allocated to any Certificate. At all times during the
term of this Agreement, (i) 99% of all of the Voting Rights shall be allocated
to the Regular Certificates in proportion to their then outstanding Certificate
Principal Balances and (ii) 1% of all Voting Rights will be allocated among the
holders of the Residual Certificates, in proportion to their Percentage
Interests in each such Class. All Voting Rights allocated to any Class of
Certificates shall be allocated among such Certificates PRO RATA in accordance
with the respective Percentage Interests evidenced thereby.

                  "Wells Fargo Mortgage Loan": Each Mortgage Loan with respect
to which Wells Fargo Bank, N.A. is the related Servicer.

Section 1.02.     Allocation of Certain Interest Shortfalls.

                  The aggregate amount of any Prepayment Interest Shortfalls (to
the extent not covered by Compensating Interest payments by the Servicer or the
Master Servicer) and any Relief Act Interest Shortfalls incurred in respect of
the Mortgage Loans for any Distribution Date shall be allocated among the
Certificates on a PRO RATA basis in accordance with, and to the extent of, one
month's interest at the Pass-Through Rate on the respective Certificate
Principal Balance of such Certificate immediately prior to such Distribution
Date.

                  The aggregate amount of any Prepayment Interest Shortfalls (to
the extent not covered by Compensating Interest payments by the Servicer or the
Master Servicer) and any Relief Act Interest Shortfalls incurred in respect of
the Mortgage Loans for any Distribution Date shall be allocated to the REMIC I
Regular Interests, 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.

Section 1.03.     Rule of Construction.

                  References to the Servicer or to the Servicing Agreement shall
be deemed to be references to the related Servicer or Servicing Agreement, to
each Servicer or Servicing Agreement or to any Servicer or Servicing Agreement,
as the context requires.

                                       47
<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
Mortgage Loan Purchase Agreement (including any security interests created
thereby) except Section 18 thereof, 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 Master 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 or Principal Prepayments and
unscheduled collections received prior to the first Prepayment Period). The
Depositor herewith delivers to the Trustee an executed copy of the Mortgage Loan
Purchase Agreement. The Depositor herewith delivers to the Trustee a copy of
each Servicing Agreement.

                  In connection with such transfer and assignment, the Depositor
does hereby deliver to, and deposit with, the Trustee or a Custodian on behalf
of the Trustee, the following documents or instruments (a "Mortgage File") with
respect to each Mortgage Loan so transferred and assigned:

               (i) the original Mortgage Note, endorsed in one of the following
          forms: (i) in the name of the Trustee or (ii) in blank, in each case,
          with all prior and intervening endorsements showing a complete chain
          of endorsement from the originator to the Person so endorsing to the
          Trustee;

               (ii) (A) the original Mortgage, noting the presence of the MIN of
          the Mortgage Loan and language indicating that the Mortgage Loan is a
          MOM Loan if the Mortgage Loan is a MOM Loan, with evidence of
          recording thereon, and (B) the original recorded power of attorney, if
          the Mortgage was executed pursuant to a power of attorney, with
          evidence of recording thereon;

               (iii) unless the Mortgage Loan is registered on the MERS(R)
          System, of the Mortgage in recordable form in blank or to the Trustee;

               (iv) the original recorded Assignment or Assignments showing a
          complete chain of assignment from the originator to the Person
          assigning the Mortgage to the Trustee (or to MERS, if the Mortgage
          Loan is registered on the MERS(R) System and noting the presence of
          the MIN) as contemplated by the immediately preceding clause (iii);

                                       48
<PAGE>

               (v) the original of or a copy of each related assumption,
          modification, consolidation or extension agreement, with evidence of
          recording thereon, if any;

               (vi) with respect to any Mortgage Loan listed on the Mortgage
          Loan Schedule as subject to a Primary Mortgage Insurance Policy, the
          original Primary Mortgage Insurance Policy or certificate;

               (vii) the original mortgagee title insurance policy (which may be
          a certificate relating to a master policy of title insurance) or an
          attorney's opinion of title where customary; and

               (viii) any of the following that are in the possession of the
          Mortgage Loan Seller or a document custodian on its behalf: (A) the
          original of or a copy of any security agreement, chattel mortgage or
          equivalent document executed in connection with the Mortgage or (B)
          the original of or a copy of any power of attorney, if applicable.

                  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 clause (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 the 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
the Custodian on behalf of the Trustee) is subsequently located, such original
Mortgage Note shall be delivered to the Trustee (or the Custodian on behalf of
the Trustee) within three Business Days.

                  If any of the documents referred to in Sections 2.01(ii),
(iii) or (iv) above has as of the Closing Date been submitted for recording but
either (x) has not been returned from the applicable public recording office or
(y) has been lost or such public recording office has retained the original of
such document, the obligations of the Depositor to deliver such documents shall
be deemed to be satisfied upon (1) delivery to the Trustee (or the Custodian) of
a copy of each such document certified by the related Underlying Seller in the
case of (x) above or the applicable public recording office in the case of (y)
above to be a true and complete copy of the original that was submitted for
recording and (2) if such copy is certified by the related Underlying Seller,
delivery to the Trustee (or the Custodian) promptly upon receipt thereof of
either the original or a copy of such document certified by the applicable
public recording office to be a true and complete copy of the original.

                  In instances where the original title insurance policy
referred to in clause (vii) 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 the
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, deliver to the Trustee or the 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



                                       49
<PAGE>

the Custodian on behalf of the Trustee) within 270 days of the Closing Date. In
instances where an original assumption, modification, consolidation or extension
agreement cannot be delivered by the Depositor to the Trustee (or the 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, deliver a certified copy thereof.

                  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 Trustee shall enforce the obligation of the
related Servicer or Underlying Seller under the related Servicing Agreement to
promptly (within sixty days following the later of the Closing Date and the date
of receipt by the Trustee (or the Custodian on behalf of the Trustee) of the
recording information for a Mortgage, but in no event later than ninety days
following the Closing Date) submit or cause to be submitted for recording, at
the expense of such Servicer or Underlying Seller (except, in the case of any
Mortgage Loan, to the extent such Servicer or Underlying Seller shall have paid
for one such recordation as required under the related Servicing Agreement, in
which case, such obligation to record shall be an obligation of the Mortgage
Loan Seller and such cost shall be at the expense of the Mortgage Loan Seller)
and at no expense to the Trust Fund, the Trustee, the Trust Administrator, the
Master Servicer or the Depositor, in the appropriate public office for real
property records, each Assignment referred to in clauses (iii) and (iv) above
and the Depositor shall execute or cause to be executed each original Assignment
or cause each original Assignment to be executed in the following form: "HSBC
Bank USA, National Association as Trustee under the applicable agreement." In
the event that any such Assignment is lost or returned unrecorded because of a
defect therein, the Trust Administrator, at the expense of the Underlying Seller
or the Mortgage Loan Seller, 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. If the
related Underlying Seller or the Mortgage Loan Seller, as applicable, fails to
pay the cost of recording the Assignments or of correcting any such defect, such
expense will be paid by the Trust Administrator and shall be reimbursable to the
Trust Administrator as an Extraordinary Trust Fund Expense. Notwithstanding the
foregoing, neither the Trustee nor the Trust Administrator shall be responsible
for determining whether any Assignment delivered by the Depositor hereunder is
in recordable form. Notwithstanding any of the foregoing, but without limiting
the requirement that such Assignments be in recordable form, neither the Trust
Administrator nor the Trustee shall be required to submit or cause to be
submitted for recording each Assignment delivered to it (or to the Custodian)
pursuant to Sections 2.01(iii) and (iv), 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. Nothing herein shall limit any obligation any Servicer may have to
record any Assignment when required by the applicable servicing standard or
other provisions of the related Servicing Agreement.

                  In connection with the assignment of any Mortgage Loan
registered on the MERS(R) System, the Depositor further agrees that it will
cause, within 30 Business Days after the Closing Date, the MERS(R) 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 (or deleting, in the case of Mortgage Loans
which are



                                       50
<PAGE>

repurchased in accordance with this Agreement) 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 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.

                  The Depositor shall deliver or cause to be delivered to the
Trustee (or the 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.

                  All original documents relating to the Mortgage Loans that are
not delivered to the Trustee (or the Custodian) are and shall be held by or on
behalf of the Mortgage Loan Seller, the Servicer, the Depositor or the Master
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 the Custodian). 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 the 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 in the New Jersey Home Ownership Act effective November
27, 2003.

Section 2.02.     Acceptance of Trust Fund by the Trustee.

                  Subject to the provisions of Section 2.01, subject to the
review described below and any exceptions noted on the exception report
described in the next paragraph below and based solely on a certification
received by it from each Custodian, the Trustee acknowledges receipt of the
documents referred to in Section 2.01 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 a 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 agrees to execute and deliver (or cause the
Custodian to execute and deliver) to the Depositor, the Mortgage Loan Seller,
the Master Servicer, the Trustee and the Trust Administrator on or prior to the
Closing Date an acknowledgment of receipt of the related original Mortgage Note
for each Mortgage Loan (with any exceptions noted), substantially in the form
attached as Exhibit C-3 hereto.



                                       51
<PAGE>

                  The Trustee agrees, for the benefit of the Certificateholders,
to review, or that it has reviewed pursuant to Section 2.01 (or to cause the
Custodian to review or that it has caused the Custodian to have reviewed) each
Mortgage File on or prior to the Closing Date, with respect to each Mortgage
Loan (or, with respect to any document delivered after the Startup Day, within
90 days of receipt and with respect to any Qualified Substitute Mortgage, within
90 days after the assignment thereof). The Trustee further agrees, for the
benefit of the Certificateholders, to deliver (or cause the Custodian to
deliver) to the Depositor, the Mortgage Loan Seller, the Master Servicer, the
Trust Administrator and the Trustee, a certification substantially in the form
attached hereto as Exhibit C-1 (or substantially in such similar form as such
certification may be obtained from the Custodian under the applicable custodial
agreement), within 90 days following the Closing Date, with respect to each
Mortgage Loan (or, with respect to any document delivered after the Startup Day,
within 90 days of receipt and with respect to any Qualified Substitute Mortgage,
within 90 days after the assignment thereof) that, as to each Mortgage Loan
listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full
or any Mortgage Loan specifically identified in the exception report annexed
thereto as not being covered by such certification), (i) all documents required
to be delivered to it pursuant to Section 2.01 of this Agreement (other than,
with respect to any Mortgage Loan listed on the Mortgage Loan Schedule as
subject to a Primary Mortgage Insurance Policy, the original Primary Mortgage
Insurance Policy, the receipt of which it shall not be a duty of the Trustee or
the Custodian to ascertain) are in its possession, (ii) such documents have been
reviewed by it and have not been mutilated, damaged or torn and relate to such
Mortgage Loan and (iii) based on its examination and only as to the foregoing,
the Mortgage Loan identifying number, the state and zip code, the original
principal amount, the Monthly Payment amount at origination, the original stated
maturity, the first Due Date and the Gross Margin set forth in the Mortgage Loan
Schedule accurately reflects information set forth in the Mortgage File. It is
herein acknowledged that, in conducting such review, the Trustee (or the
Custodian, as applicable) is under no duty or obligation to inspect, review or
examine any such documents, instruments, certificates or other papers to
determine that they are genuine, legally enforceable, valid or binding or
appropriate for the represented purpose or that they have actually been recorded
or that they are other than what they purport to be on their face.

                  Prior to the first anniversary date of this Agreement the
Trustee shall deliver (or cause the Custodian to deliver) to the Depositor, the
Mortgage Loan Seller, the Master Servicer, the Trust Administrator and the
Trustee a final certification in the form annexed hereto as Exhibit C-2, with
any applicable exceptions noted thereon.

                  If in the process of reviewing the Mortgage Files and making
or preparing, as the case may be, the certifications referred to above, the
Trustee (or the Custodian, as applicable) finds any document or documents
constituting a part of a Mortgage File to be missing or defective in any
material respect, at the conclusion of its review the Trustee (or the Custodian,
as applicable) shall so notify (cause the Custodian to notify) the Depositor,
the Mortgage Loan Seller, the Master Servicer, the Trust Administrator and the
Trustee. In addition, upon the discovery by the Depositor or the Master Servicer
(or upon receipt by the Trustee of written notification of such breach) of a
breach of any of the representations and warranties made by the related
Underlying Seller under the related Servicing Agreement or by the Mortgage Loan
Seller under the Mortgage Loan Purchase Agreement in respect of any Mortgage
Loan which



                                       52
<PAGE>

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 to this Agreement.

                  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.

Section 2.03. Repurchase or Substitution of Mortgage Loans by the Mortgage Loan
              Seller, the Underlying Seller or the Depositor

                  (a) Upon discovery or receipt of notice by the Depositor, the
Master 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 related Underlying Seller or the Mortgage Loan Seller of any
representation, warranty or covenant under the applicable Servicing Agreement or
under the Mortgage Loan Purchase Agreement, as applicable, 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 Underlying Seller and
the Mortgage Loan Seller of such defect, missing document or breach and request
that the related Underlying Seller or the Mortgage Loan Seller, as applicable,
deliver such missing document or cure such defect or breach within 90 days from
the date such Underlying Seller or the Mortgage Loan Seller, as applicable, was
notified of such missing document, defect or breach, and if such Underlying
Seller or the Mortgage Loan Seller, 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 such Underlying Seller or
the Mortgage Loan Seller, as applicable, under the related Servicing Agreement
or the Mortgage Loan Purchase Agreement, as applicable, (i) to repurchase such
Mortgage Loan from REMIC I at the Purchase Price within 90 days after the date
on which such Underlying Seller or the Mortgage Loan Seller, as applicable, 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 such Underlying Seller or the Mortgage Loan Seller, as applicable,
is obligated to do so under the related Servicing Agreement or the Mortgage Loan
Purchase Agreement, as applicable. The Purchase Price for the repurchased
Mortgage Loan and any indemnification shall be remitted by the related
Underlying Seller or the Mortgage Loan Seller, as applicable, to the Master
Servicer for deposit into the Master Servicer Collection Account, and the Trust
Administrator, upon receipt of written notice from the Master Servicer of such
deposit, shall give written notice to the Trustee that such deposit has taken
place and the Trustee shall release (or cause the Custodian to



                                       53
<PAGE>

release) to the related Underlying Seller or the Mortgage Loan Seller, 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 such Underlying Seller or the
Mortgage Loan Seller, as applicable, shall furnish to it and as shall be
necessary to vest in such Underlying Seller or the Mortgage Loan Seller, 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 lieu of repurchasing any such Mortgage Loan as provided above,
if so provided in the related Servicing Agreement or the Mortgage Loan Purchase
Agreement, as applicable, the related Underlying Seller or the Mortgage Loan
Seller, 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 Underlying Seller or the Mortgage Loan Seller, 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 Servicing Agreement or the Mortgage Loan
Purchase Agreement, as applicable, to perform any applicable indemnification
obligations with respect to any such omission, defect or breach, as provided in
the related Underlying Agreement or the Mortgage Loan Purchase 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) Reserved.

                  (c) Within 90 days of the earlier of discovery by the Master
Servicer or receipt of notice by the Master Servicer of the breach of any
representation, warranty or covenant of the Master Servicer set forth in Section
2.05 which materially and adversely affects the interests of the
Certificateholders in any Mortgage Loan, the Master 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 an Underlying Seller
or the Mortgage Loan Seller, as applicable, substitutes a Qualified Substitute
Mortgage Loan or Loans, such substitution shall be effected by such Underlying
Seller or the Mortgage Loan Seller, as applicable, delivering to the Trustee (or
to the Custodian, 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
Trustee (or the Custodian, as applicable) shall acknowledge receipt for such
Qualified Substitute Mortgage Loan or Loans and shall thereafter, review such
documents within the time periods and in the manner specified in Section 2.02
and deliver the applicable certifications, with



                                       54
<PAGE>

any applicable exceptions noted thereon, within the time periods and in the
manner specified in Section 2.02. 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 Underlying Seller or the Mortgage Loan Seller,
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 Underlying
Seller or the Mortgage Loan Seller, 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 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 Master 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, the related Servicing Agreement (including all applicable
representations and warranties thereof included in such Servicing Agreement) and
the Mortgage Loan Purchase Agreement (including all applicable representations
and warranties thereof included in the Mortgage Loan Purchase Agreement), in
each case as of the date of substitution.

                  For any month in which an Underlying Seller or the Mortgage
Loan Seller, as applicable, substitutes one or more Qualified Substitute
Mortgage Loans for one or more Deleted Mortgage Loans, the Master Servicer will
monitor the obligation of the Servicer, to the extent provided in the Servicing
Agreement, to 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. If the Servicing Agreement does not require the
Servicer to determine the Substitution Shortfall Amount, the Master Servicer,
based on information provided to it by the Servicer, shall determine the
Substitution Shortfall Amount. Upon receipt of the Servicer's determination of
the Substitution Shortfall Amount or upon determination by the Master Servicer
of the Substitution Shortfall Amount, the Master Servicer shall give prompt
written notice thereof to the Trustee. On the date of such substitution, the
Trustee will monitor the obligation of the Underlying Seller or the Mortgage
Loan Seller, as applicable, to deliver or cause to be delivered, and shall
request that such delivery be to the Master Servicer for deposit in the Master
Servicer Collection Account, an amount equal to the Substitution Shortfall
Amount, if any, and the Trustee (or the Custodian, as applicable), upon receipt
of the related Qualified Substitute Mortgage Loan or Loans and written notice
given by the Master Servicer of such deposit, shall release to the Underlying
Seller or the Mortgage Loan Seller, 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
Underlying Seller or the Mortgage Loan Seller, as applicable, shall deliver to
it and as shall be necessary to vest therein any Deleted Mortgage Loan released
pursuant hereto.



                                       55
<PAGE>

                  In addition, the Underlying Seller or the Mortgage Loan
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 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.

(e) Upon discovery by the Depositor, the Master 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 related Underlying Seller and the Mortgage Loan
Seller. In connection therewith, the related Underlying Seller pursuant to the
related Servicing Agreement, the Mortgage Loan Seller pursuant to the Mortgage
Loan Purchase 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 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 Underlying Seller, 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 Underlying Seller under
the related Servicing Agreement, (ii) by the Mortgage Loan Seller 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 Mortgage Loan
Seller under the Mortgage Loan Purchase Agreement and does not result from a
breach of any representation, warranty or covenant made by the Underlying Seller
under the related Servicing 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 Mortgage Loan Seller or the related Underlying Seller, 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 Mortgage Loan Seller or such Underlying Seller for breach of
a representation or warranty.

Section 2.04.     Reserved.

Section 2.05.     Representations, Warranties and Covenants of the Master
                  Servicer

                  The Master Servicer hereby represents, warrants and covenants
to the Trustee, for the benefit of the Trustee and the Certificateholders, and
to the Depositor, that as of the Closing Date or as of such date specifically
provided herein:

               (i) The Master 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



                                       56
<PAGE>

          authorized and qualified to transact any and all business contemplated
          by this Agreement to be conducted by the Master Servicer;

               (ii) The Master 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 Master Servicer has
          duly authorized the execution, delivery and performance of this
          Agreement, has duly executed and delivered this Agreement, and this
          Agreement, assuming due authorization, execution and delivery by the
          Depositor and the Trustee, constitutes a legal, valid and binding
          obligation of the Master Servicer, enforceable against it 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 and by
          general principles of equity;

               (iii) The execution and delivery of this Agreement by the Master
          Servicer, the consummation by the Master 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
          Master Servicer and will not (A) result in a breach of any term or
          provision of charter and by-laws of the Master Servicer or (B)
          conflict with, result in a breach, violation or acceleration of, or
          result in a default under, the terms of any other material agreement
          or instrument to which the Master Servicer is a party or by which it
          may be bound, or any statute, order or regulation applicable to the
          Master Servicer of any court, regulatory body, administrative agency
          or governmental body having jurisdiction over the Master Servicer; and
          the Master 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 Master Servicer's knowledge, would in the future materially
          and adversely affect, the ability of the Master Servicer to perform
          its obligations under this Agreement;

               (iv) The Master Servicer or an Affiliate thereof is an approved
          seller/servicer for Fannie Mae or Freddie Mac in good standing and is
          a HUD approved mortgagee pursuant to Section 203 of the National
          Housing Act;

               (v) The Master 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 Master Servicer that
          would materially and adversely affect the execution, delivery or
          enforceability of this Agreement or the ability of the Master Servicer
          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 Master 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


                                       57
<PAGE>

          transactions contemplated by this Agreement or (C) that might prohibit
          or materially and adversely affect the performance by the Master
          Servicer of its obligations under, or validity or enforceability of,
          this Agreement; and

               (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 Master Servicer of, or compliance by the Master
          Servicer with, this Agreement or the consummation 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.

                  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 Custodian on its behalf) and
shall inure to the benefit of the Trustee, the Depositor and the
Certificateholders. Upon discovery by any of the Depositor, the Master Servicer
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 other parties to this Agreement.

Section 2.06.     Issuance of the Certificates.

                  The Trustee acknowledges the assignment to it of the Mortgage
Loans and the delivery to it (or the 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 constitute the entire beneficial ownership interest in REMIC II.

Section 2.07. Conveyance of the REMIC I Regular Interests; Acceptance of REMIC
              II by the Trustee.

                  The Depositor, concurrently with the execution and delivery
hereof, does hereby transfer, assign, set over and otherwise convey to the
Trustee, without recourse all the right, title and interest of the Depositor in
and to the REMIC I Regular Interests for the benefit of the Class R
Certificateholders (as holder of the Class R-I Interest) and REMIC II (as holder
of the REMIC I Regular Interests). 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 all present and future Class R
Certificateholders (as holder of the Class R-I Interest) and REMIC II (as holder
of the REMIC I Regular Interests). The rights of the Class R Certificateholders
(as holder of the Class R-I Interest) and of REMIC II (as holder of the REMIC I
Regular Interests) to receive distributions from the proceeds of REMIC I, and
all ownership interests evidenced or constituted by the Class R-I Interest and
the REMIC I Regular Interests, shall be as set forth in this Agreement.

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                                  ARTICLE III

                          ADMINISTRATION AND SERVICING
                              OF THE MORTGAGE LOANS

Section 3.01.     Master Servicer to Act as Master Servicer.

                  The Master Servicer shall supervise, monitor and oversee the
obligation of the Servicer to service and administer the Mortgage Loans in
accordance with the terms of the Servicing Agreement and shall have full power
and authority to do any and all things which it may deem necessary or desirable
in connection with such master servicing and administration. In performing its
obligations hereunder, the Master Servicer shall act in a manner consistent with
Accepted Master Servicing Practices. Furthermore, the Master Servicer shall
oversee and consult with the Servicer as necessary from time-to-time to carry
out the Master Servicer's obligations hereunder, shall receive, review and
evaluate all reports, information and other data provided to the Master Servicer
by the Servicer and shall cause the Servicer to perform and observe the
covenants, obligations and conditions to be performed or observed by the
Servicer under the Servicing Agreement. The Master Servicer shall independently
monitor the Servicer's servicing activities with respect to each Mortgage Loan,
reconcile the results of such monitoring with such information provided in the
previous sentence on a monthly basis and coordinate corrective adjustments to
the Servicer's and Master Servicer's records, and based on such reconciled and
corrected information, the Master Servicer shall provide such information to the
Trust Administrator as shall be necessary in order for it to prepare the
statements specified in Section 4.02, and prepare any other information and
statements required to be forwarded by the Master Servicer hereunder. The Master
Servicer shall reconcile the results of its Mortgage Loan monitoring with the
actual remittances of the Servicers to the Custodial Account pursuant to the
Servicing Agreement.

                  The Trustee shall furnish the Servicer and the Master Servicer
with any powers of attorney and other documents in form as provided to it
necessary or appropriate to enable the Servicer and the Master Servicer to
service and administer the Mortgage Loans and REO Properties.

                  The Trustee and the Trust Administrator shall provide access
to the records and documentation in possession of the Trustee or the Trust
Administrator, as applicable, regarding the Mortgage Loans and REO Properties
and the servicing thereof to the Certificateholders, the FDIC, and the
supervisory agents and examiners of the FDIC, such access being afforded only
upon reasonable prior written request and during normal business hours at the
office of the Trustee or the Trust Administrator, as applicable; provided,
however, that, unless otherwise required by law, neither the Trustee nor the
Trust Administrator shall be required to provide access to such records and
documentation if the provision thereof would violate the legal right to privacy
of any Mortgagor. The Trustee and the Trust Administrator shall allow
representatives of the above entities to photocopy any of the records and
documentation and shall provide equipment for that purpose at a charge that
covers the Trustee's or Trust Administrator's, as applicable, actual costs.



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<PAGE>

                  The Trustee shall execute and deliver to the Servicer and the
Master Servicer any court pleadings, requests for trustee's sale or other
documents necessary or desirable to (i) the foreclosure or trustee's sale with
respect to a Mortgaged Property; (ii) any legal action brought to obtain
judgment against any Mortgagor on the Mortgage Note or Security Instrument;
(iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any
other rights or remedies provided by the Mortgage Note or Mortgage or otherwise
available at law or equity.

Section 3.02.     [Reserved]

Section 3.03.     Monitoring of Servicers

                  (a) The Master Servicer shall be responsible for reporting to
the Trustee, the Trust Administrator and the Depositor the compliance by the
Servicer with its duties under the Servicing Agreement. In the review of the
Servicer's activities, the Master Servicer may rely upon an officer's
certificate of the Servicer (or similar document signed by an officer of the
Servicer) with regard to such Servicer's compliance with the terms of the
Servicing Agreement. In the event that the Master Servicer, in its judgment,
determines that the Servicer should be terminated in accordance with the
Servicing Agreement, or that a notice should be sent pursuant to such Servicing
Agreement with respect to the occurrence of an event that, unless cured, would
constitute grounds for such termination, the Master Servicer shall notify the
Depositor, the Trust Administrator and the Trustee thereof and the Master
Servicer shall issue such notice or take such other action as it deems
appropriate.

                  (b) The Master Servicer, for the benefit of the Trustee and
the Certificateholders, shall enforce the obligations of the Servicer under the
Servicing Agreement, and shall, in the event that the Servicer fails to perform
its obligations in accordance with the Servicing Agreement, subject to the
preceding paragraph, terminate the rights and obligations of such Servicer
thereunder and act as Servicer of the related Mortgage Loans or cause the
Trustee to enter in to a new Servicing Agreement with a successor Servicer
selected by the Master Servicer; provided, however, it is understood and
acknowledged by the parties hereto that there will be a period of transition
(not to exceed 90 days) before the actual servicing functions can be fully
transferred to such successor Servicer; and provided, further, that any such new
Servicing Agreement shall be in a form acceptable to the Trustee which is not
inconsistent with the duties of the Trustee under this Agreement and the
Servicing Agreement with the terminated Servicer. Such enforcement, including,
without limitation, the legal prosecution of claims, termination of the
Servicing Agreement 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 Master
Servicer, in its good faith business judgment, would require were it the owner
of the related Mortgage Loans. The Master Servicer shall pay the costs of such
enforcement at its own expense, provided that the Master Servicer shall not be
required to prosecute or defend any legal action except to the extent that the
Master Servicer shall have received reasonable indemnity for its costs and
expenses in pursuing such action.

                  (c) To the extent that the costs and expenses of the Master
Servicer related to any termination of a Servicer, appointment of a successor
Servicer or the transfer and assumption of servicing by the Master Servicer with
respect to any Servicing Agreement (including, without



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limitation, (i) all legal costs and expenses and all due diligence costs and
expenses associated with an evaluation of the potential termination of the
Servicer as a result of an event of default by such Servicer and (ii) all costs
and expenses associated with the complete transfer of servicing, including all
servicing files and all servicing data and the completion, correction or
manipulation of such servicing data as may be required by the successor Servicer
to correct any errors or insufficiencies in the servicing data or otherwise to
enable the successor Servicer to service the Mortgage Loans in accordance with
the Servicing Agreement) are not fully and timely reimbursed by the terminated
Servicer, the Master Servicer shall be entitled to reimbursement of such costs
and expenses from the Master Servicer Collection Account.

                  (d) The Master Servicer shall require the Servicer to comply
with the remittance requirements and other obligations set forth in the
Servicing Agreement.

                  (e) If the Master Servicer acts as Servicer, it will not
assume liability for the representations and warranties of the Servicer, if any,
that it replaces.

Section 3.04.     Fidelity Bond.

                  The Master Servicer, at its expense, shall maintain in effect
a blanket fidelity bond and an errors and omissions insurance policy, affording
coverage with respect to all directors, officers, employees and other Persons
acting on such Master Servicer's behalf, and covering errors and omissions in
the performance of the Master Servicer's obligations hereunder. The errors and
omissions insurance policy and the fidelity bond shall be in such form and
amount generally acceptable for entities serving as master servicers or
trustees.

Section 3.05.     Power to Act; Procedures.

                  The Master Servicer shall master service the Mortgage Loans
and shall have full power and authority, subject to the REMIC Provisions and the
provisions of Article X hereof, to do any and all things that it may deem
necessary or desirable in connection with the master servicing and
administration of the Mortgage Loans, including but not limited to the power and
authority (i) to execute and deliver, on behalf of the Certificateholders and
the Trustee, customary consents or waivers and other instruments and documents,
(ii) to consent to transfers of any Mortgaged Property and assumptions of the
Mortgage Notes and related Mortgages, (iii) to collect any Insurance Proceeds
and Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion
of the ownership of the Mortgaged Property securing any Mortgage Loan, in each
case, in accordance with the provisions of this Agreement and the related
Servicing Agreement, as applicable; provided, however, that the Master Servicer
shall not (and, consistent with its responsibilities under Article X, shall not
permit any Servicer to) knowingly or intentionally take any action, or fail to
take (or fail to cause to be taken) any action reasonably within its control and
the scope of duties more specifically set forth herein, that, under the REMIC
Provisions, if taken or not taken, as the case may be, would cause any Trust
REMIC to fail to qualify as a



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REMIC or 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) unless the Master Servicer has received an Opinion
of Counsel (but not at the expense of the Master Servicer) to the effect that
the contemplated action would not cause any REMIC to fail to qualify as a REMIC
or result in the imposition of a tax upon any REMIC. The Trustee shall furnish
the Master Servicer or any Servicer, upon written request from a Servicing
Officer, with any powers of attorney empowering the Master Servicer or any
Servicer to execute and deliver instruments of satisfaction or cancellation, or
of partial or full release or discharge, and to foreclose upon or otherwise
liquidate Mortgaged Property, and to appeal, prosecute or defend in any court
action relating to the Mortgage Loans or the Mortgaged Property, in accordance
with the applicable Servicing Agreement and this Agreement, and the Trustee
shall execute and deliver such other documents, as the Master Servicer may
request, to enable the Master Servicer to master service and administer the
Mortgage Loans and carry out its duties hereunder, in each case in accordance
with Accepted Master Servicing Practices (and the Trustee shall have no
liability for misuse of any such powers of attorney by the Master Servicer or
any Servicer). If the Master Servicer or the Trustee has been advised that it is
likely that the laws of the state in which action is to be taken prohibit such
action if taken in the name of the Trustee or that the Trustee would be
adversely affected under the "doing business" or tax laws of such state if such
action is taken in its name, the Master Servicer shall join with the Trustee in
the appointment of a co-trustee pursuant to Section 8.10 hereof. In the
performance of its duties hereunder, the Master Servicer shall be an independent
contractor and shall not, except in those instances where it is taking action in
the name of the Trustee, be deemed to be the agent of the Trustee.

Section 3.06.     Due on Sale Clauses; Assumption Agreements

                  To the extent provided in the Servicing Agreement, to the
extent Mortgage Loans contain enforceable due-on-sale clauses, the Master
Servicer shall cause the Servicer to enforce such clauses in accordance with the
Servicing Agreement. If applicable law prohibits the enforcement of a
due-on-sale clause or such clause is otherwise not enforced in accordance with
the Servicing Agreement, and, as a consequence, a Mortgage Loan is assumed, the
original Mortgagor may be released from liability in accordance with the
applicable Servicing Agreement.

Section 3.07.     Release of Mortgage Files

(a) Upon becoming aware of the payment in full of any Mortgage Loan, or the
receipt by any Servicer of a notification that payment in full has been escrowed
in a manner customary for such purposes for payment to Certificateholders on the
next Distribution Date, the Servicer will, if required under the applicable
Servicing Agreement (or if the Servicer does not, the Master Servicer may),
promptly furnish to the Custodian, on behalf of the Trustee, two copies of a
certification substantially in the form of Exhibit E hereto signed by a
Servicing Officer or in a mutually agreeable electronic format which will, in
lieu of a signature on its face, originate from a Servicing Officer (which
certification shall include a statement to the effect that all amounts received
in connection with such payment that are required to be deposited in the
Custodial Account maintained by the applicable Servicer pursuant to the
Servicing Agreement have been or will be so deposited) and shall request that
the Custodian, on behalf of the Trustee, deliver to the applicable Servicer the
related Mortgage File. Upon receipt of such certification and request, the
Custodian, on behalf of the Trustee, shall promptly release the related Mortgage
File to the applicable Servicer and the Trustee, the Trust Administrator and the
Custodian shall have no further responsibility with regard to such Mortgage
File. Upon any such payment in full,



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<PAGE>

the Servicer is authorized, to give, as agent for the Trustee, as the mortgagee
under the Mortgage that secured the Mortgage Loan, an instrument of satisfaction
(or assignment of mortgage without recourse) regarding the Mortgaged Property
subject to the Mortgage, which instrument of satisfaction or assignment, as the
case may be, shall be delivered to the Person or Persons entitled thereto
against receipt therefor of such payment, it being understood and agreed that no
expenses incurred in connection with such instrument of satisfaction or
assignment, as the case may be, shall be chargeable to the Custodial Account.

                  (b) From time to time and as appropriate for the servicing or
foreclosure of any Mortgage Loan and in accordance with the applicable Servicing
Agreement, the Trustee shall execute such documents as shall be prepared and
furnished to the Trustee by the Servicer or the Master Servicer (in form
reasonably acceptable to the Trustee) and as are necessary to the prosecution of
any such proceedings. The Custodian, on behalf of the Trustee, shall, upon the
request of the Servicer or the Master Servicer, and delivery to the Custodian,
on behalf of the Trustee, of two copies of a request for release signed by a
Servicing Officer substantially in the form of Exhibit E (or in a mutually
agreeable electronic format which will, in lieu of a signature on its face,
originate from a Servicing Officer), release the related Mortgage File held in
its possession or control to the Servicer or the Master Servicer, as applicable.
Such trust receipt shall obligate the Servicer or the Master Servicer to return
the Mortgage File to the Custodian on behalf of the Trustee, when the need
therefor by the Servicer or the Master Servicer no longer exists unless the
Mortgage Loan shall be liquidated, in which case, upon receipt of a certificate
of a Servicing Officer similar to that hereinabove specified, the Mortgage File
shall be released by the Custodian, on behalf of the Trustee, to the Servicer or
the Master Servicer.

Section 3.08. Documents, Records and Funds in Possession of Master Servicer to
              be Held for Trustee

                  (a) The Master Servicer shall transmit and the Servicer (to
the extent required by the Servicing Agreement) shall transmit to the Trustee or
Custodian such documents and instruments coming into the possession of the
Master Servicer or such Servicer from time to time as are required by the terms
hereof, or in the case of the Servicer, the Servicing Agreement, to be delivered
to the Trustee or Custodian. Any funds received by the Master Servicer or by a
Servicer in respect of any Mortgage Loan or which otherwise are collected by the
Master Servicer or by a Servicer as Liquidation Proceeds or Insurance Proceeds
in respect of any Mortgage Loan shall be held for the benefit of the Trustee and
the Certificateholders subject to the Master Servicer's right to retain or
withdraw from the Master Servicer Collection Account the Master Servicing
Compensation and other amounts provided in this Agreement, and to the right of
each Servicer to retain its Servicing Fee and other amounts as provided in the
applicable Servicing Agreement. The Master Servicer shall, and (to the extent
provided in the applicable Servicing Agreement) shall cause each Servicer to,
provide access to information and documentation regarding the Mortgage Loans to
the Trustee, its agents and accountants at any time upon reasonable request and
during normal business hours, and to Certificateholders that are savings and
loan associations, banks or insurance companies, the Office of Thrift
Supervision, the FDIC and the supervisory agents and examiners of such Office
and Corporation or examiners of any other federal or state banking or insurance
regulatory authority if so required by applicable regulations of the Office of
Thrift Supervision or other regulatory authority, such



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access to be afforded without charge but only upon reasonable request in writing
and during normal business hours at the offices of the Master Servicer
designated by it. In fulfilling such a request the Master Servicer shall not be
responsible for determining the sufficiency of such information.

                  (b) All Mortgage Files and funds collected or held by, or
under the control of, the Master Servicer, in respect of any Mortgage Loans,
whether from the collection of principal and interest payments or from
Liquidation Proceeds or Insurance Proceeds, shall be held by the Master Servicer
for and on behalf of the Trustee and the Certificateholders and shall be and
remain the sole and exclusive property of the Trustee; provided, however, that
the Master Servicer and the Servicer shall be entitled to setoff against, and
deduct from, any such funds any amounts that are properly due and payable to the
Master Servicer or such Servicer under this Agreement or the Servicing
Agreement, as applicable.

Section 3.09.     Standard Hazard Insurance and Flood Insurance Policies.

                  (a) For each Mortgage Loan, the Master Servicer shall enforce
any obligation of the Servicers under the related Servicing Agreements to
maintain or cause to be maintained standard fire and casualty insurance and,
where applicable, flood insurance, all in accordance with the provisions of the
related Servicing Agreements. It is understood and agreed that such insurance
shall be with insurers meeting the eligibility requirements set forth in the
applicable Servicing Agreement and that no earthquake or other additional
insurance is to be required of any Mortgagor or to be maintained on property
acquired in respect of a defaulted loan, other than pursuant to such applicable
laws and regulations as shall at any time be in force and as shall require such
additional insurance.

                  (b) Pursuant to Section 3.19 and Section 3.20, any amounts
collected by the Master Servicer under any insurance policies (other than
amounts to be applied to the restoration or repair of the property subject to
the related Mortgage or released to the Mortgagor in accordance with the
applicable Servicing Agreement) shall be deposited into the Master Servicer
Collection Account, subject to withdrawal pursuant to Section 3.20 and Section
3.21. Any cost incurred by the Master Servicer in maintaining any such insurance
if the Mortgagor defaults in its obligation to do so shall be added to the
amount owing under the Mortgage Loan where the terms of the Mortgage Loan so
permit; provided, however, that the addition of any such cost shall not be taken
into account for purposes of calculating the distributions to be made to
Certificateholders and shall be recoverable by the Master Servicer pursuant to
Section 3.20 and Section 3.21.

Section 3.10.     Presentment of Claims and Collection of Proceeds.

                  The Master Servicer shall cause the related Servicer (to the
extent provided in the applicable Servicing Agreement) to, prepare and present
on behalf of the Trustee and the Certificateholders all claims under the
insurance policies and take such actions (including the negotiation, settlement,
compromise or enforcement of the insured's claim) as shall be necessary to
realize recovery under such policies. Any proceeds disbursed to the Master
Servicer (or disbursed to a Servicer and remitted to the Master Servicer) in
respect of such policies, bonds or contracts shall be promptly deposited in the
Master Servicer Collection Account upon receipt,



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except that any amounts realized that are to be applied to the repair or
restoration of the related Mortgaged Property as a condition precedent to the
presentation of claims on the related Mortgage Loan to the insurer under any
applicable insurance policy need not be so deposited (or remitted).

Section 3.11.     Maintenance of Primary Mortgage Insurance Policies.

(a) The Master Servicer shall not take, or permit the Servicer (to the extent
such action is prohibited under the Servicing Agreement) to take, any action
that would result in noncoverage under any applicable Primary Mortgage Insurance
Policy of any loss which, but for the actions of the Master Servicer or such
Servicer, would have been covered thereunder. The Master Servicer shall use its
best reasonable efforts to cause the Servicer (to the extent required under the
related Servicing Agreement) to keep in force and effect (to the extent that the
Mortgage Loan requires the Mortgagor to maintain such insurance), primary
mortgage insurance applicable to each Mortgage Loan in accordance with the
provisions of this Agreement and the Servicing Agreement, as applicable. The
Master Servicer shall not, and shall not permit the Servicer (to the extent
required under the related Servicing Agreement) to, cancel or refuse to renew
any such Primary Mortgage Insurance Policy that is in effect at the date of the
initial issuance of the Mortgage Note and is required to be kept in force
hereunder except in accordance with the provisions of this Agreement and the
Servicing Agreement, as applicable.

(b) The Master Servicer agrees to present, or to cause the Servicer (to the
extent required under the Servicing Agreement) to present, on behalf of the
Trustee and the Certificateholders, claims to the insurer under any Primary
Mortgage Insurance Policies and, in this regard, to take such reasonable action
as shall be necessary to permit recovery under any Primary Mortgage Insurance
Policies respecting defaulted Mortgage Loans. Pursuant to Section 3.19 and
Section 3.20, any amounts collected by the Master Servicer or the Servicer under
any Primary Mortgage Insurance Policies shall be deposited in the Master
Servicer Collection Account, subject to withdrawal pursuant to Section 3.20 and
Section 3.21.

Section 3.12.     Trustee to Retain Possession of Certain Insurance Policies and
                  Documents.

                  The Trustee shall retain (or cause a Custodian on its behalf
to retain) possession and custody of the originals (to the extent available) of
any Primary Mortgage Insurance Policies, or certificate of insurance if
applicable, and any certificates of renewal as to the foregoing as may be issued
from time to time as contemplated by this Agreement. Until all amounts
distributable in respect of the Certificates have been distributed in full and
the Master Servicer otherwise has fulfilled its obligations under this
Agreement, the Trustee shall also retain (or cause a Custodian on its behalf to
retain) possession and custody of each Mortgage File in accordance with and
subject to the terms and conditions of this Agreement. The Master Servicer shall
promptly deliver or cause to be delivered to the Trustee (or to the Custodian on
the Trustee's behalf), upon the execution or receipt thereof the originals of
any Primary Mortgage Insurance Policies, any certificates of renewal, and such
other documents or instruments that constitute portions of the Mortgage File
that come into the possession of the Master Servicer from time to time.



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Section 3.13.     Realization Upon Defaulted Mortgage Loans.

                  The Master Servicer shall cause the Servicer (to the extent
required under the Servicing Agreement) to foreclose upon, repossess or
otherwise comparably convert the ownership of Mortgaged 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, all
in accordance with the applicable Servicing Agreement.

Section 3.14.     Compensation for the Master Servicer.

                  The Master Servicer will be entitled to all income and gain
realized from any investment of funds in the Master Servicer Collection Account,
pursuant to Section 3.20 and Section 3.21 and all income and gain realized from
any investment of funds in the Distribution Account pursuant to Section 3.22 and
Section 3.23, for the performance of its activities hereunder (the "Master
Servicer Compensation"). Servicing compensation in the form of assumption fees,
if any, late payment charges, as collected, if any, or otherwise shall be
retained by the Servicer in accordance with the Servicing Agreement. The Master
Servicer shall be required to pay all expenses incurred by it in connection with
its activities hereunder and shall not be entitled to reimbursement therefor
except as provided in this Agreement.

Section 3.15.     REO Property.

                  (a) In the event the Trust Fund acquires ownership of any REO
Property in respect of any related Mortgage Loan, the deed or certificate of
sale shall be issued to the Trustee, or to its nominee, on behalf of the related
Certificateholders. The Master Servicer shall, to the extent provided in the
applicable Servicing Agreement, cause the applicable Servicer to sell, any REO
Property as expeditiously as possible and in accordance with the provisions of
this Agreement and the related Servicing Agreement, as applicable. Pursuant to
its efforts to sell such REO Property, the Master Servicer shall cause the
applicable Servicer to protect and conserve such REO Property (and to conduct
any activities relating to the operation or management of such REO Property) in
accordance with the REMIC Provisions and in a manner that does not result in a
tax on "net income from foreclosure property" or cause such REO Property to fail
to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of
the Code (but, in the case of a Group S Mortgage Loan, only in the manner and to
the extent required by the applicable Servicing Agreement).

                  (b) The Master Servicer shall, to the extent required by the
Servicing Agreement, cause the applicable Servicer to deposit all funds
collected and received in connection with the operation of any REO Property in
the Custodial Account.

                  (c) The Master Servicer and the applicable Servicer, upon the
final disposition of any REO Property, shall be entitled to reimbursement for
any related unreimbursed P&I Advances and other unreimbursed advances as well as
any unpaid Servicing Fees from Liquidation Proceeds received in connection with
the final disposition of such REO Property; provided, that any such unreimbursed
P&I Advances as well as any unpaid Servicing Fees may be reimbursed or paid, as
the case may be, prior to final disposition, out of any net rental income or
other net amounts derived from such REO Property.

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<PAGE>

                  (d) To the extent provided in the Servicing Agreement, the
Liquidation Proceeds from the final disposition of the REO Property, net of any
payment to the Master Servicer and the applicable Servicer as provided above
shall be deposited in the Custodial Account on or prior to the Determination
Date in the month following receipt thereof and be remitted by wire transfer in
immediately available funds to the Master Servicer for deposit into the Master
Servicer Collection Account on the next succeeding Servicer Remittance Date.

Section 3.16.     Annual Officer's Certificate as to Compliance.

                  The Master Servicer shall deliver to the Trustee, the
Depositor and the Rating Agencies on or before March 1 of each year, commencing
on March 1, 2005, an Officer's Certificate, certifying that with respect to the
period ending December 31 of the prior year: (i) such Servicing Officer has
reviewed the activities of such Master Servicer during the preceding calendar
year or portion thereof and its performance under this Agreement, (ii) to the
best of such Servicing Officer's knowledge, based on such review, such Master
Servicer has performed and fulfilled its duties, responsibilities and
obligations under this Agreement in all material respects throughout such year,
or, if there has been a default in the fulfillment of any such duties,
responsibilities or obligations, specifying each such default known to such
Servicing Officer and the nature and status thereof, (iii) nothing has come to
the attention of such Servicing Officer to lead such Servicing Officer to
believe that any Servicer has failed to perform any of its duties,
responsibilities and obligations under its Servicing Agreement in all material
respects throughout such year, or, if there has been a material default in the
performance or fulfillment of any such duties, responsibilities or obligations,
specifying each such default known to such Servicing Officer and the nature and
status thereof. Copies of such statements shall be provided to any
Certificateholder upon request, by the Trust Administrator at the Master
Servicer's expense.

Section 3.17.     Annual Independent Accountant's Servicing Report.

                  If the Master Servicer has, during the course of any fiscal
year, directly serviced any of the Mortgage Loans, then the Master Servicer at
its expense shall cause a nationally recognized firm of independent certified
public accountants to furnish a statement to the Trustee, the Depositor and the
Rating Agencies on or before March 1 of each year, commencing on March 1, 2005
to the effect that, with respect to the most recently ended fiscal year, such
firm has examined certain records and documents relating to the Master
Servicer's performance of its servicing obligations under this Agreement and
pooling and servicing and trust agreements in material respects similar to this
Agreement and to each other and that, on the basis of such examination conducted
substantially in compliance with the audit program for mortgages serviced for
Freddie Mac or the Uniform Single Attestation Program for Mortgage Bankers, such
firm is of the opinion that the Master Servicer's activities have been conducted
in compliance with this Agreement, or that such examination has disclosed no
material items of noncompliance except for (i) such exceptions as such firm
believes to be immaterial, (ii) such other exceptions as are set forth in such
statement and (iii) such exceptions that the Uniform Single Attestation Program
for Mortgage Bankers or the Audit Program for Mortgages Serviced by Freddie Mac
requires it to report. Copies of such statements shall be provided to any
Certificateholder upon request by the Trust Administrator at the expense of the
Master Servicer. If such report discloses exceptions that are material, the
Master Servicer shall advise the Trustee whether such



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exceptions have been or are susceptible of cure, and if susceptible of cure will
take prompt action to cure.

Section 3.18.     Obligations of the Master Servicer in Respect of Prepayment
                  Interest Shortfalls.

                  In the event of a Prepayment Interest Shortfall, the Master
Servicer shall remit to the Trust Administrator, from its own funds and without
right of reimbursement (except as described below), not later than the related
Distribution Date, Compensating Interest in an amount equal to the lesser of (i)
the aggregate amounts in respect of Compensating Interest required to be paid by
the Servicer with respect to Prepayment Interest Shortfalls attributable to
Principal Prepayments in full on the related Mortgage Loans for the related
Distribution Date and not so paid by the Servicer and (ii) the aggregate
Administration Fee for the Trust Administrator for the related collection period
under this Agreement. In the event the Master Servicer pays any amount in
respect of such Compensating Interest prior to the time it shall have succeeded
as successor Servicer, the Master Servicer shall be subrograted to the Trust
Fund's right to receive such amount from the Servicer. In the event the Trust
Fund receives from the Servicer all or any portion of amounts in respect of
Compensating Interest required to be paid by the Servicer in connection with
Principal Prepayments in full, not so paid by the Servicer when required, and
paid by the Master Servicer pursuant to this Section 3.18, then the Master
Servicer may reimburse itself for the amount of Compensating Interest paid by
the Master Servicer from such receipts by the Trust Fund.

Section 3.19.     Custodial Account.

                  (a) The Master Servicer shall enforce the obligation of the
Servicer to establish and maintain a Custodial Account in accordance with the
applicable Servicing Agreement, with records to be kept with respect thereto on
a Mortgage Loan by Mortgage Loan basis, into which accounts shall be deposited
within 48 hours (or as of such other time specified in the related Servicing
Agreement) of receipt, all collections of principal and interest on any Mortgage
Loan and any REO Property received by a Servicer, including Principal
Prepayments, Insurance Proceeds, Liquidation Proceeds, and advances made from
the Servicer's own funds (less servicing compensation as permitted by the
applicable Servicing Agreement and other amounts permitted to be netted from
such required deposits pursuant to the applicable Servicing Agreement) and all
other amounts to be deposited in the Custodial Account. The Servicer is hereby
authorized to make withdrawals from and deposits to the related Custodial
Account for purposes required or permitted by this Agreement. To the extent
provided in the Servicing Agreement, the Custodial Account shall be an Eligible
Account and segregated on the books of any applicable Depository Institution in
the name of the Trustee for the benefit of Certificateholders.

                  (b) The Master Servicer shall enforce the obligations of the
Servicer under the Servicing Agreement with respect (i) to the segregation the
Custodial Account and with respect to required deposits into the Custodial
Account, in each case pursuant to the terms of the Servicing Agreement, (ii)
withdrawals from the Custodial Account permitted or required to be



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made pursuant to the terms of the Servicing Agreement and (iii) the protection
and investment of funds in the Custodial Account pursuant to the terms of the
Servicing Agreement.

Section 3.20.     Master Servicer Collection Account.

                  (a) The Master Servicer shall establish and maintain in the
name of the Trustee, for the benefit of the Certificateholders, the Master
Servicer Collection Account as a segregated trust account or accounts. The
Master Servicer Collection Account shall be an Eligible Account. The Master
Servicer will deposit in the Master Servicer Collection Account as identified by
the Master Servicer and as received by the Master Servicer, the following
amounts:

               (i) Any amounts remitted to the Master Servicer by the Servicer
          from the Custodial Account;

               (ii) Any P&I Advance and any Compensating Interest Payments
          received from the Servicer or made by the Master Servicer (unless, in
          the case of the Master Servicer, such amounts are deposited by the
          Master Servicer directly into the Distribution Account);

               (iii) Any Insurance Proceeds or Net Liquidation Proceeds received
          by or on behalf of the Master Servicer or which were not deposited in
          the Custodial Account;

               (iv) The Purchase Price with respect to any Mortgage Loans
          repurchased by the Mortgage Loan Seller pursuant to the Mortgage Loan
          Purchase Agreement or by an Underlying Seller pursuant to the related
          Servicing Agreement or purchased by the majority Holder of the
          Residual Certificates pursuant to Section 9.01 and any Substitution
          Shortfall Amounts;

               (v) Any amounts required to be deposited with respect to losses
          on investments of deposits in the Master Servicer Collection Account;
          and

               (vi) Any other amounts received by or on behalf of the Master
          Servicer and required to be deposited in the Master Servicer
          Collection Account pursuant to this Agreement.

                  (b) All amounts deposited to the Master Servicer Collection
Account shall be held by the Master Servicer in the name of the Trustee in trust
for the benefit of the Certificateholders in accordance with the terms and
provisions of this Agreement. The requirements for crediting the Master Servicer
Collection Account or the Distribution Account shall be exclusive, it being
understood and agreed that, without limiting the generality of the foregoing,
payments in the nature of (A) prepayment or late payment charges or assumption,
tax service, statement account or payoff, substitution, satisfaction, release
and other like fees and charges and (B) the items enumerated in Section 3.21(a)
(with respect the clearing and termination of the Master Servicer Collection
Account and with respect to amounts deposited in error), in Section 3.21(b) or
in clauses (i), (ii), (iii), (iv), (vi) of Section 3.21(c), need not be credited
by the Master Servicer to the Distribution Account or the Master Servicer
Collection Account, as applicable. In the event that the Master Servicer shall
deposit or cause to be



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<PAGE>

deposited to the Distribution Account any amount not required to be credited
thereto, the Trustee or the Trust Administrator, upon receipt of a written
request therefor signed by a Servicing Officer of the Master Servicer, shall
promptly transfer such amount to the Master Servicer, any provision herein to
the contrary notwithstanding.

                  (c) The amount at any time credited to the Master Servicer
Collection Account may be invested, in the name of the Trustee, or its nominee,
for the benefit of the Certificateholders, in Permitted Investments as directed
by Master Servicer. All Permitted Investments shall mature or be subject to
redemption or withdrawal on or before, and shall be held until, the Business Day
immediately preceding the next Distribution Date. Any and all investment
earnings on amounts on deposit in the Master Servicer Account from time to time
shall be for the account of the Master Servicer. The Master Servicer from time
to time shall be permitted to withdraw or receive distribution of any and all
investment earnings from the Master Servicer Collection Account. The risk of
loss of moneys required to be distributed to the Certificateholders resulting
from such investments shall be borne by and be the risk of the Master Servicer.
The Master Servicer shall deposit the amount of any such loss in the Master
Servicer Collection Account within two Business Days of receipt of notification
of such loss but not later than the second Business Day prior to the
Distribution Date on which the moneys so invested are required to be distributed
to the Certificateholders.

Section 3.21.     Permitted Withdrawals and Transfers from the Master Servicer
                  Collection Account.

                  (a) The Master Servicer will, from time to time on demand of
the Servicer or the Trust Administrator, make or cause to be made such
withdrawals or transfers from the Master Servicer Collection Account as the
Master Servicer has designated for such transfer or withdrawal pursuant to this
Agreement and the related Servicing Agreement. The Master Servicer may clear and
terminate the Master Servicer Collection Account pursuant to Section 9.01 and
remove amounts from time to time deposited in error.

                  (b) On an ongoing basis, the Master Servicer shall withdraw
from the Master Servicer Collection Account (i) to pay any Extraordinary Trust
Fund Expenses including but not limited to amounts payable to the Master
Servicer pursuant to Section 6.03(c), and (ii) any amounts expressly payable to
the Master Servicer as set forth in Section 3.14.

                  (c) The Master Servicer may withdraw from the Master Servicer
Collection Account any of the following amounts (in the case of any such amount
payable or reimbursable to the Servicer, only to the extent the Servicer shall
not have paid or reimbursed itself such amount prior to making any remittance to
the Master Servicer pursuant to the terms of the Servicing Agreement):

               (i) to reimburse the Master Servicer or the Servicer for any P&I
          Advance of its own funds, the right of the Master Servicer or a
          Servicer to reimbursement pursuant to this subclause (i) being limited
          to amounts received on a particular Mortgage Loan (including, for this
          purpose, the Purchase Price therefor, Insurance Proceeds and
          Liquidation Proceeds) which represent late payments or recoveries of
          the principal of or interest on such Mortgage Loan respecting which
          such P&I Advance was made;



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<PAGE>

               (ii) to reimburse the Master Servicer or the Servicer from
          Insurance Proceeds or Liquidation Proceeds relating to a particular
          Mortgage Loan for amounts expended by the Master Servicer or such
          Servicer in good faith in connection with the restoration of the
          related Mortgaged Property which was damaged by an Uninsured Cause or
          in connection with the liquidation of such Mortgage Loan;

               (iii) to reimburse the Master Servicer or the Servicer from
          Insurance Proceeds relating to a particular Mortgage Loan for insured
          expenses incurred with respect to such Mortgage Loan and to reimburse
          the Master Servicer or such Servicer from Liquidation Proceeds from a
          particular Mortgage Loan for Liquidation Expenses incurred with
          respect to such Mortgage Loan;

               (iv) to reimburse the Master Servicer or any Servicer for
          advances of funds (other than P&I Advances) made with respect to the
          Mortgage Loans, and the right to reimbursement pursuant to this
          subclause being limited to amounts received on the related Mortgage
          Loan (including, for this purpose, the Purchase Price therefor,
          Insurance Proceeds and Liquidation Proceeds) which represent late
          recoveries of the payments for which such advances were made;

               (v) to reimburse the Master Servicer or the Servicer for any P&I
          Advance or Servicing Advance, after a Realized Loss has been allocated
          with respect to the related Mortgage Loan if the P&I Advance or
          Servicing Advance has not been reimbursed pursuant to clauses (i)
          through (iv);

               (vi) without duplication of any of the foregoing, to reimburse or
          pay any Servicer any such amounts as are due thereto under the
          applicable Servicing Agreement and have not been retained by or paid
          to the Servicer, to the extent provided in the related Servicing
          Agreement and to refund to the Servicer any amount remitted by the
          Servicer to the Master Servicer in error.

                  The Master Servicer shall keep and maintain separate
accounting, on a Mortgage Loan by Mortgage Loan basis, for the purpose of
accounting for any reimbursement from the Master Servicer Collection Account
pursuant to clauses (i) through (vi) above or with respect to any such amounts
which would have been covered by such clauses had the amounts not been retained
by the Master Servicer without being deposited in the Master Servicer Collection
Account.

                  (d) On or before the Business Day prior to each Distribution
Date, the Master Servicer shall remit to the Trust Administrator for deposit in
the Distribution Account any P&I Advances required to be made and any
Compensating Interest required to be paid, in either such case by the Master
Servicer with respect to the Mortgage Loans.

                  (e) Without duplication of the amount set forth in Section
3.21(d) above, no later than 3:00 p.m. New York time on the Business Day prior
to each Distribution Date, the Master Servicer shall remit the Available
Distribution Amount on deposit in the Master Servicer Collection Account with
respect to the related Distribution Date to the Trust Administrator for deposit
in the Distribution Account.



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<PAGE>

Section 3.22.     Distribution Account.

                  (a) On behalf of the Trust Fund, the Trust Administrator shall
establish and maintain one or more accounts (such account or accounts, the
"Distribution Account"), held in trust for the benefit of the Trustee and the
Certificateholders. The Distribution Account shall be an Eligible Account.

                  (b) The Trust Administrator may direct any depository
institution maintaining the Distribution Account to invest the funds on deposit
in such account or to hold such funds uninvested. All investments pursuant to
this Section 3.22 shall be in one or more Permitted Investments 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 or if such investment is
managed or advised by a Person other than the Trust Administrator or an
Affiliate of the Trust Administrator, 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 or if such
investment is managed or advised by the Trust Administrator or any Affiliate.
All such Permitted Investments shall be held to maturity, unless payable on
demand. Any investment of funds in the Distribution 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 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 the Distribution Account are at any
time invested in a Permitted Investment payable on demand, the Trust
Administrator shall:

                           (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
         Distribution Account.

                  (c) All income and gain realized from the investment of funds
deposited in the Distribution Account shall be for the benefit of the Master
Servicer. The Trust Administrator 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 Account immediately upon realization of such loss.
Notwithstanding the foregoing, the Trust Administrator may at its discretion,
and without liability, hold the funds in the Distribution Account uninvested.

                  (d) The Trust Administrator shall deposit into the
Distribution Account upon receipt any amounts remitted to it for deposit therein
pursuant to Section 3.21 or any other provision of this Agreement.



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<PAGE>

Section 3.23. Permitted Withdrawals and Transfers from the Distribution Account.

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

               (i) to make distributions in accordance with Section 4.01;

               (ii) to pay to the Trust Administrator on each Distribution Date
          the Administration Fee;

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

               (iv) without duplication of the amount set forth in clause (iii)
          above, to pay any Extraordinary Trust Fund Expenses to the extent not
          paid by the Master Servicer from the Master Servicer Collection
          Account;

               (v) to pay to the Master Servicer, any interest or investment
          income earned on funds deposited in the Distribution Account;

               (vi) to withdraw any amount deposited in the Distribution Account
          in error; and

               (vii) to clear and terminate the Distribution Account pursuant to
          Section 9.01.

Section 3.24.     Prohibited Activities With Respect to REO Properties.

                  Notwithstanding anything to the contrary in this Agreement or
in the Servicing Agreement, none of the Master 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 Master Servicer has obtained an
          Opinion of Counsel, provided to 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



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<PAGE>

          by the Trust Fund, in which case the Master Servicer may take such
          actions as are specified in such Opinion of Counsel.



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                                   ARTICLE IV

                         PAYMENTS TO CERTIFICATEHOLDERS

Section 4.01.     Distributions.

                  (a) (1) On each Distribution Date, the Trust Administrator
shall withdraw from the Distribution Account an amount equal to the Available
Distribution Amount and distribute the following amounts, in the following order
of priority:

               (i) concurrently, to the Holders of the Class A Certificates, and
          on the first Distribution Date, the Holders of the Residual
          Certificates, the Interest Distribution Amount for each such Class for
          such Distribution Date, on a PRO RATA basis based on the entitlement
          of each such Class to such interest;

               (ii) concurrently, (A) to the Holders of the Class I-A
          Certificates, to the extent of the Senior Principal Distribution
          Amount for such Class of Class A Certificates, in reduction of the
          Certificate Principal Balance of such Class, until the Certificate
          Principal Balance of such Class has been reduced to zero, (B) to the
          Holders of the Class II-A Certificates, to the extent of the Senior
          Principal Distribution Amount for such Class of Class A Certificates,
          in reduction of the Certificate Principal Balance of such Class, until
          the Certificate Principal Balance of such Class has been reduced to
          zero and (C) to the Holders of the Class III-A Certificates, and on
          the first Distribution Date, the Residual Certificates, the extent of
          the Senior Principal Distribution Amount for such Classes of
          Certificates, in reduction of the Certificate Principal Balance of
          each such Class, first to the Residual Certificates until the
          Certificate Principal Balance of such Class has been reduced to zero
          and then to the Class III-A Certificates until the Certificate
          Principal Balance of such Class has been reduced to zero;

               (iii) to the Holders of the Subordinate Certificates, the
          Interest Distribution Amount for each such Class for such Distribution
          Date, distributable in the order of priority from the Class of
          Subordinate Certificates with the lowest numerical designation to the
          Class of Subordinate Certificates with the highest numerical
          designation;

               (iv) to the Holders of the Subordinate Certificates, an aggregate
          amount equal to the Subordinate Principal Distribution Amount for such
          Distribution Date, allocable among the Classes of Subordinate
          Certificates in reduction of the Certificate Principal Balances
          thereof PRO RATA in accordance with the respective amounts payable as
          to each such Class pursuant to the priorities and amounts set forth in
          Section 4.01(b)(i);

               (v) to the Excess Diverted Interest Reserve Account, the Excess
          Diverted Interest Reserve Amount, if any, and

               (vi) to the Holders of the Class R Certificates, any remaining
          amounts.

                  Immediately prior to the distributions to the Holders of the
Certificates on each Distribution Date, any adjustments to the Certificate
Principal Balances of the Certificates



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required by this paragraph shall be made. An amount equal to the lesser of (x)
the amount of Subsequent Recoveries included in the Available Funds for such
Distribution Date and (y) the aggregate amount of related Realized Losses, other
than Excess Bankruptcy Losses, Excess Fraud Losses, Excess Special Hazard Losses
and Extraordinary Losses, previously allocated to the Certificates and that
remain "outstanding" as set forth below shall be applied as follows: first, to
increase the Certificate Principal Balance of the Class of Certificates with the
highest payment priority to which such Realized Losses were previously
allocated, to the extent of any such Realized Losses previously allocated to
such Class and remaining "outstanding"; second, to increase the Certificate
Principal Balance of the Class of Certificates with the next highest payment
priority to which such Realized Losses were previously allocated, to the extent
of any such Realized Losses previously allocated to such Class and remaining
"outstanding"; and so forth. For purposes of the foregoing, with respect to any
Class of Certificates, the amount of previously allocated Realized Losses that
have been offset by an increase in Certificate Principal Balance as provided
above shall be deemed no longer "outstanding". but not by more than the amount
of Realized Losses previously allocated to that Class of Certificates pursuant
to Section 4.04. Holders of any Class of Certificates with respect to which
there shall have been a Certificate Principal Balance increase pursuant to this
paragraph will not be entitled to any distribution in respect of interest on the
amount of such increase 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.

                  (2) All references above to the Certificate Principal Balance
of any Class of Certificates shall be to the Certificate Principal Balance of
such Class prior to the allocation of Extraordinary Trust Fund Expenses and
Realized Losses, in each case allocated to such Class of Certificates, on such
Distribution Date pursuant to Section 4.04.

                  (b) (i) On each Distribution Date, the aggregate distributions
of principal made on such date in respect of the Subordinate Certificates
pursuant to Section 4.01(a)(1)(iv) above shall be applied among the various
Classes thereof, in the order of priority from the Class of Subordinate
Certificates with the lowest numerical designation to the Class of Subordinate
Certificates with the highest numerical designation, in each case to the extent
of remaining available funds up to the amount allocable to such Class for such
Distribution Date and in each case until the aggregate Certificate Principal
Balance of each such Class is reduced to zero, in an amount with respect to each
such Class equal to the sum of (X) the Class M-1 Percentage or the related Class
B Percentage, as applicable, of the amounts described in clauses (i) through (v)
of clause (a) of the definition of Subordinate Principal Distribution Amount,
(Y) the portion of the amounts described in clauses (b), (c) and (e) of the
definition of Subordinate Principal Distribution Amount allocable to such Class
pursuant to Section 4.01(b)(ii) below and (Z) the excess, if any, of the amount
required to be distributed to such Class pursuant to this Section 4.01(b)(i) for
the immediately preceding Distribution Date, over the aggregate distributions of
principal made in respect of such Class of Certificates on such immediately
preceding Distribution Date pursuant to Section 4.01 to the extent that any such
excess is not attributable to Realized Losses which were allocated to
Subordinate Certificates with a lower priority pursuant to Section 4.04.



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<PAGE>

                  (ii) On any Distribution Date, the portion of (a) all net
Liquidation Proceeds and Insurance Proceeds with respect to any Mortgage Loans
that were the subject of a Final Recovery Determination in the related
Prepayment Period and (b) all Principal Prepayments received in respect of the
Mortgage Loans in the related Prepayment Period, allocable to principal and not
included in the Senior Principal Distribution Amount, will be allocated on a PRO
RATA basis among the following Classes of Subordinate Certificates (each, an
"Eligible Class") in proportion to the respective outstanding Certificate
Principal Balances thereof: (i) the Class M-1 Certificates, (ii) the Class B-1
Certificates, (iii) the Class B-2 Certificates, if on such Distribution Date the
aggregate percentage interest in the Trust Fund evidenced by the Class B-2
Certificates, the Class B-3 Certificates, the Class B-4 Certificates, the Class
B-5 Certificates and the Class B-6 Certificates equals or exceeds 2.10% before
giving effect to distributions on such Distribution Date, (iv) the Class B-3
Certificates, if on such Distribution Date the aggregate percentage interest in
the Trust Fund evidenced by the Class B-3 Certificates, the Class B-4
Certificates, the Class B-5 Certificates and the Class B-6 Certificates equals
or exceeds 1.20% before giving effect to distributions on such Distribution
Date, (v) the Class B-4 Certificates, if on such Distribution Date the aggregate
percentage interest in the Trust Fund evidenced by the Class B-4 Certificates,
the Class B-5 Certificates and the Class B-6 Certificates equals or exceeds
0.70% before giving effect to distributions on such Distribution Date, (vi) the
Class B-5 Certificates, if on such Distribution Date the aggregate percentage
interest in the Trust Fund evidenced by the Class B-5 Certificates and the Class
B-6 Certificates equals or exceeds 0.50% before giving effect to distributions
on such Distribution Date and (vii) the Class B-6 Certificates, if on such
Distribution Date the percentage interest in the Trust Fund evidenced by the
Class B-6 Certificates equals or exceeds 0.20% before giving effect to
distributions on such Distribution Date. Notwithstanding the foregoing, if the
application of the foregoing on any Distribution Date as provided in Section
4.01 would result in a distribution in respect of principal to any Class or
Classes of Subordinate Certificates in an amount greater than the remaining
Certificate Principal Balance thereof (any such Class, a "Maturing Class") then:
(a) the amount to be allocated to each Maturing Class shall be reduced to a
level that, when applied as described above, would exactly reduce the
Certificate Principal Balance of such Class to zero and (b) the total amount of
the reductions pursuant to clause (a) above in the amount to be allocated to the
Maturing Class or Classes shall be allocated among the remaining Eligible
Classes on a PRO RATA basis in proportion to the respective outstanding
Certificate Principal Balances thereof prior to the allocation thereto of any of
the amounts described in the preceding sentence. Furthermore, if the Class M-1
Certificates or a Class of Class B Certificates is not an Eligible Class, any
amounts allocable to principal and distributable pursuant to this Section
4.01(b)(ii) will be distributed among the Class M-1 Certificates and the Class B
Certificates that are Eligible Classes in the manner set forth above.

                  (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 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



                                       77
<PAGE>

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 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 Master 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 Master 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
          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



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<PAGE>

          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 the 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).

Section 4.02.     Statements to Certificateholders.

                  On each Distribution Date, based, as applicable, on
information provided to the Trust Administrator by the Master Servicer (which in
turn shall be based, as applicable, on information provided to the Master
Servicer by the Servicer), the Trust Administrator shall prepare and make
available to each Holder of the Certificates, the other parties hereto and the
Rating Agencies, a statement as to the distributions to be made on such
Distribution Date containing the following information:

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

               (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 compensation received by the
          Servicer, the Master Servicer and the Trust Administrator in respect
          of related Due Period and such other customary information as the
          Trust Administrator deems necessary or desirable, or which a
          Certificateholder reasonably requests, to enable Certificateholders to
          prepare their tax returns;

               (iv) the aggregate amount of P&I Advances for each Loan Group for
          such Distribution Date;

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



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

               (vii) the number and aggregate unpaid principal balance of
          Mortgage Loans in each Loan Group 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 (in the case of the Mortgage Loans set forth in this
          clause (e), separately indicating the number and aggregate unpaid
          principal balance of Mortgage Loans within such category that have the
          characteristics set forth in clauses (a), (b), (c) and (d) above);

               (viii) with respect to the Mortgage Loans in each Loan Group that
          became REO Properties during the preceding calendar month, the total
          number of such Mortgage Loans and the unpaid principal balance and the
          Stated Principal Balance of such Mortgage Loans in the aggregate as of
          the date they became REO Properties;

               (ix) with respect to each Loan Group, the aggregate Stated
          Principal Balance of any REO Properties as of the close of business on
          the last Business Day of the calendar month preceding the Distribution
          Date;

               (x) with respect to each Loan Group, the aggregate amount of
          Principal Prepayments made during the related Prepayment Period;

               (xi) the aggregate amount of Realized Losses with respect to the
          Mortgage Loans in each Loan Group incurred during the related
          Prepayment Period (or, in the case of Bankruptcy Losses allocable to
          interest, allocable to the related Due Period), separately identifying
          whether such Realized Losses constituted Fraud Losses, Special Hazard
          Losses or Bankruptcy Losses;

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

               (xiii) 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 and separately identifying whether such Realized Losses
          constituted Fraud Losses, Special Hazard Losses, Bankruptcy Losses or
          Excess Losses;

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

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               (xv) 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;

               (xvi) the aggregate amount of any Prepayment Interest Shortfalls
          for such Distribution Date, to the extent not covered by Compensating
          Interest paid by the Servicer or the Master Servicer;

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

               (xviii) the then-applicable Bankruptcy Amount, Fraud Loss Amount,
          and Special Hazard Amount;

               (xix) and in the case of any Distribution Date, the amount of any
          distributions to the Holders of the Residual Certificates (apart from
          the principal thereof and interest thereon in the case of the first
          Distribution Date).

               (xx) with respect to Mortgage Loans as to which a Final
          Liquidation has occurred, the number of Mortgage Loans, the aggregate
          unpaid principal balance of such Mortgage Loans and the aggregate
          amount of proceeds (including Liquidation Proceeds and Insurance
          Proceeds) collected in respect of such Mortgage Loans.

                  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.

                  The Trust Administrator will make such statement (and, at its
option, any additional files containing the same information in an alternative
format) available each month to Certificateholders, the Master Servicer, the
Depositor and the Rating Agencies via the Trust Administrator's internet
website. The Trust Administrator's internet website shall initially be located
at "www.ctslink.com". Assistance in using the website can be obtained by calling
the Trust Administrator's customer service desk at (301) 815-6600. Parties that
are unable to use the above distribution options are entitled to have a paper
copy mailed to them via first class mail by calling the customer service desk
and indicating such. The Trust Administrator shall have the right to change the
way such statements are distributed in order to make such distribution more
convenient and/or more accessible to the above parties and the Trust
Administrator shall provide timely and adequate notification to all above
parties regarding any such changes.Within a reasonable period of time after the
end of each calendar year, the Trust Administrator shall forward to each Person
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.

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<PAGE>

                  Within a reasonable period of time after the end of each
calendar year, the Trust Administrator shall upon request forward to each Person
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
prepared by the Trust Administrator and furnished 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 such Certificateholder, or otherwise with respect to
the purposes of this Agreement, all such reports or information to be provided
at the expense of such Certificateholder in accordance with such reasonable and
explicit instructions and directions as such Certificateholder may provide. For
purposes of this Section 4.02, the Trust Administrator's duties are limited to
the extent that the Master Servicer receives timely reports as required from the
Servicer.

                  On each Distribution Date, the Trust Administrator shall
provide Bloomberg Financial Markets, L.P. ("Bloomberg") cusip level factors for
each class of Certificates as of such Distribution Date, using a format and
media mutually acceptable to the Trust Administrator and Bloomberg.

Section 4.03.     P&I Advances.

                  (a) In the event the Servicer fails to make any P&I Advance
required to be made by it under the Servicing Agreement, then the Master
Servicer (in the Master Servicer's capacity as successor Servicer, or in the
Master Servicer's capacity as Master Servicer hereunder if such Servicer shall
not have been terminated and succeeded to under such Servicing Agreement) or any
other successor Servicer shall be required to make such P&I Advance on the
Distribution Date with respect to which the Servicer was required to make such
Advance, subject to the Master Servicer's (or such successor Servicer's)
determination of recoverability. The Master Servicer (or other successor
Servicer) shall not be required to make any P&I Advance to cover any Relief Act
Shortfall on any Mortgage Loan. If the Master Servicer (or other successor
Servicer) is required to make any P&I Advances, such advances may be made by it
(i) from its own funds or (ii) from the Custodial Account or Master Servicer
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
Custodial Account or Master Servicer Collection Account, as applicable, that
amounts held for future distribution have been, as permitted by this Section
4.03, used by the Master Servicer (or other successor 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 Master Servicer
(or other successor Servicer) with respect to the Mortgage Loans and REO
Properties. Any amounts held for future distribution and so used shall be
appropriately reflected in the Master Servicer's (or other successor Servicer's)
records and replaced by the Master Servicer (or other successor Servicer) by
deposit in the Custodial



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Account or the Master Servicer Collection Account, as applicable, 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 such Servicer Remittance Date) shall be less than
the total amount that would be distributed to the Classes of 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.

                  (b) The obligation of the Master Servicer (or other successor
Servicer) to make such P&I Advances is mandatory, notwithstanding any other
provision of this Agreement but subject to Section 4.03(c) 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 REMIC
I pursuant to any applicable provision of this Agreement, except as otherwise
provided in this Section.

                  (c) Notwithstanding anything herein to the contrary, no P&I
Advance shall be required to be made hereunder by the Master Servicer (or other
successor Servicer) if such P&I Advance would, if made, be deemed by the Master
Servicer (or other successor Servicer) to be a Nonrecoverable P&I Advance. The
determination by the Master Servicer (or other successor Servicer) that it has
made a Nonrecoverable P&I Advance or that any proposed P&I Advance, if made,
would constitute a Nonrecoverable P&I Advance, shall be evidenced by an
Officers' Certificate of the Master Servicer (or other successor Servicer)
delivered to the Depositor and the Trustee.

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

                  (a) Prior to each Distribution Date, the Master Servicer shall
determine, based on information provided to it by the Servicer, 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 Fraud Losses or Special Hazard Losses; and (iii) the
respective portions of such Realized Losses allocable to interest and allocable
to principal. Prior to each Distribution Date, the Master Servicer shall also
determine as to each Mortgage Loan, based on information provided to it by the
Servicer: (A) the total amount of Realized Losses, if any, incurred in
connection with any Deficient 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.

                  (b) All Realized Losses on the Mortgage Loans (other than
Excess Losses) shall be allocated by the Trust Administrator on each
Distribution Date as follows: first, to the Class B-6 Certificates; second, to
the Class B-5 Certificates; third, to the Class B-4 Certificates; fourth, to the
Class B-3 Certificates; fifth, to the Class B-2 Certificates; sixth, to the
Class B-1 Certificates, in each case until the Certificate Principal Balance
thereof has been reduced to zero and seventh, to the Class M-1 Certificates, in
each case until the Certificate Principal Balance thereof has been reduced to
zero. Thereafter, upon the reduction of the Certificate Principal Balances of
the Subordinate Certificates to zero, such Realized Losses will be allocated on
any



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Distribution Date first, to any amounts on deposit in the Excess Diverted
Interest Reserve Account and second, to the Class A-1 Certificates (if the
Realized Loss is on a Group I Mortgage Loan); to the Class A-2 Certificates (if
the Realized Loss is on a Group II Mortgage Loan) and to the Class A-3
Certificates (if the Realized Loss is on a Group III Mortgage Loan). If a
Realized Loss is allocated to the Excess Diverted Interest Reserve Account, the
Trust Administrator shall pay the Group I Excess Diverted Interest Reserve
Deposit, the Group II Excess Diverted Interest Reserve Deposit or the Group III
Excess Diverted Interest Reserve Deposit, as applicable, to the Available
Distribution Amount to which the Realized Loss relates.

                  Excess Losses shall be allocated on any Distribution Date by
allocating (i) the related Senior Percentage of the Excess Loss to the Class A-1
Certificates (if the Realized Loss is on a Group I Mortgage Loan); to the Class
A-2 Certificates (if the Realized Loss is on a Group II Mortgage Loan); and to
the Class A-3 Certificates (if the Realized Loss is on a Group III Mortgage
Loan) and (ii) the Group I Subordinate Percentage, the Group II Subordinate
Percentage or the Group III Subordinate Percentage, as applicable, of the Excess
Loss to the Subordinate Certificates.

                  Extraordinary Trust Fund Expenses shall be allocated on any
Distribution Date as follows: first, to the Class B-6 Certificates; second, to
the Class B-5 Certificates; third, to the Class B-4 Certificates; fourth, to the
Class B-3 Certificates; fifth, to the Class B-2 Certificates; sixth, to the
Class B-1 Certificates and seventh, to the Class M-1 Certificates, in each case
until the Certificate Principal Balance of the related Class has been reduced to
zero. Thereafter, the Extraordinary Trust Fund Expenses will be allocated on any
Distribution Date among the Class A-1 Certificates, the Class A-2 Certificates
and the Class A-3 Certificates, as applicable, on a PRO RATA basis.

                  As used herein, an allocation of a Realized Loss or
Extraordinary Trust Fund Expense on a "PRO RATA basis" among two or more
specified Classes of Certificates means an allocation on a PRO RATA basis, among
the various Classes so specified, to each such Class of Certificates on the
basis of their then outstanding Certificate Principal Balances prior to giving
effect to distributions to be made on such Distribution Date. All Realized
Losses and all other losses allocated to a Class of Certificates hereunder will
be allocated among the Certificates of such Class in proportion to the
Percentage Interests evidenced thereby.

                  (c) Notwithstanding anything to the contrary herein, in no
event shall the Certificate Principal Balance of a Class A Certificate be
reduced more than once in respect of any particular amount both (i) allocable to
such Certificate in respect of Realized Losses or Extraordinary Trust Fund
Expenses pursuant to Section 4.04 and (ii) payable to the Holder of such
Certificate pursuant to Section 4.01(a) as a portion of the Senior Principal
Distribution Amount.

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

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<PAGE>

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.     Distributions on and Allocations of Realized Losses to the
                  REMIC I Regular Interests.

                  Distributions of principal shall be deemed to be made to the
REMIC I Regular Interests, in each case from the related Loan Group, first, to
REMIC I Regular Interest LT-1SUB, REMIC I Regular Interest LT-2SUB and REMIC I
Regular Interest LT-3SUB and, as applicable, so that the Uncertificated Balance
of each such REMIC I Regular Interest is equal to 0.01% of the excess of (x) the
aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan
Group over (y) the current Certificate Principal Balance of the Class A
Certificates (and with respect to the first Distribution Date, the Class R
Certificates) in such Loan Group (except that if any such excess is a larger
number than in the preceding distribution period, the least amount of principal
shall be distributed to such REMIC I Regular Interests such that the REMIC I
Subordinated Balance Ratio is maintained); and second, any remaining principal
in each Loan Group to REMIC I Regular Interest LT-ZZ. Realized Losses from each
Loan Group shall be applied after all distributions have been made on each
Distribution Date, first, to REMIC I Regular Interest LT-1SUB, REMIC I Regular
Interest LT-2SUB and REMIC I Regular Interest LT-3SUB, as applicable, so that
the Uncertificated Balance of each such REMIC I Regular Interest is equal to
0.01% of the excess of (x) the aggregate Scheduled Principal Balance of the
Mortgage Loans in the related Loan Group over (y) the current Certificate
Principal Balance of the Class A Certificate in the related Loan Group (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 REMIC I
Regular Interests such that the REMIC I Subordinated Balance Ratio is
maintained); and second, any remaining Realized Losses from each Loan Group
shall be allocated to REMIC I Regular Interest LT-ZZ.

Section 4.07.     Commission Reporting.

                  The Depositor shall prepare or cause to be prepared the
initial current report on Form 8-K. 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 Form 8-K with a copy of the statement to be furnished to the
Certificateholders for such Distribution Date as an exhibit thereto. Prior to
January 30, 2005, 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 (i) March 31, 2005 and (ii) unless and until a Form 15
Suspension Notice shall have been filed, March 31st of each year thereafter, the
Master Servicer, in its capacity as master servicer hereunder, shall execute and
file a Form 10-K, in substance conforming to industry standards, with respect to
the Trust. Such Form 10-K shall include the Master Servicer Certification
(substantially in the form attached hereto as Exhibit N), the annual independent
accountant's servicing report and annual statement of compliance to be delivered
by the Servicer pursuant to the Servicing Agreement and the annual independent
accountant's servicing report (if applicable) and annual statement of compliance
to



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be delivered by the Master Servicer pursuant to Sections 3.16 and 3.17. The
Depositor hereby grants to the Trust Administrator a limited power of attorney
to execute and file the Form 8-K on behalf of the Depositor. Such power of
attorney shall continue until either the earlier of (i) receipt by the Trust
Administrator from the Depositor of written termination of such power of
attorney and (ii) the termination of the Trust Fund. The Depositor agrees to
promptly furnish to the Trust Administrator and the Master Servicer, from time
to time upon request, such further information, reports and financial statements
within its control related to this Agreement or the Mortgage Loans as the Trust
Administrator or the Master Servicer reasonably deems appropriate to prepare and
file all necessary reports with the Commission. Neither the Trust Administrator
nor the Master Servicer shall have any responsibility to file any items other
than those specified in this Section 4.07; provided, however, the Trust
Administrator and the Master Servicer will cooperate with the Depositor in
connection with any additional filings with respect to the Trust Fund as the
Depositor deems necessary under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"). Fees and expenses incurred by the Trust Administrator or
the Master Servicer in connection with this Section 4.07 shall not be
reimbursable from the Trust Fund.

Section 4.08.     Excess Diverted Interest Reserve Account

                  (a) No later than the Closing Date, the Trust Administrator
shall establish and maintain with itself, a separate, segregated trust account
titled "Wells Fargo Bank, N.A., as Trust Administrator for HSBC Bank USA,
National Association as Trustee, in trust for the registered holders of
Citigroup Mortgage Loan Trust Inc., Mortgage Pass-Through Certificates, Series
2004-HYB3--Excess Diverted Interest Reserve Account."

                  (b) On each Distribution Date as to which there is an Excess
Diverted Interest Reserve Amount payable to a Class of Class A Certificates, the
Trust Administrator shall deposit into the Excess Diverted Interest Reserve
Account the amount of such Excess Diverted Interest Reserve Amount, rather than
distributing such amounts to the Class R Certificateholders. On each such
Distribution Date, the Trust Administrator shall hold all such amounts for the
benefit of the Holders of the Class A Certificates, and will distribute such
amounts to the Holders of the Class A Certificates, in the amounts and
priorities set forth in Section 4.01.

                  (c) For federal and state income tax purposes, the Excess
Diverted Interest Reserve Account will be a "qualified reserve fund" within the
meaning of Code Section 860(G)(7)(B).

                  (d) At the written direction of the Holders of a majority in
Percentage Interest in the Class R Certificates, the Trust Administrator shall
direct any depository institution maintaining the Excess Diverted Interest
Reserve Account to invest the funds in such account in one or more Permitted
Investments, selected in writing by the Holders of a majority in Percentage
Interest in the Class R Certificates, 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 or an Affiliate manages or advises such investment, 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 or an Affiliate
manages



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or advises such investment. Interest earned on such investment shall be
deposited into the Excess Diverted Interest Reserve Account.

(e) For federal tax return and information reporting, the right of the Holders
of the Class A Certificates to receive payments from the Excess Diverted
Interest Reserve Account in respect of any Excess Diverted Interest Reserve
Amount shall be assigned a value of zero.

(f) On the final Distribution Date, all Excess Diverted Interest Reserve Amounts
remaining in the Excess Diverted Interest Reserve Account, if any, shall be paid
to the Holders of the Class R Certificates.



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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 Exhibit A-1 through A-10. 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 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 the 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



                                       88
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agreement that it has with the Depository authorizing it to act as such. The
Book-Entry 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 Master Servicer, the Trust Administrator (if the Trust
Administrator is not the Book-Entry Custodian) 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 Master 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, (ii) [reserved] or (iii) after the occurrence of a Master
Servicer Event of Termination, 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 $100,000,
except that any beneficial ownership that was represented by a Book-Entry
Certificate in an amount less than $100,000 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
Master Servicer, the Trustee or the Trust Administrator 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.



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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 Definitive Certificates, and the Trustee 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 Class B-4 Certificate, Class B-5
Certificate or Class B-6 Certificate (the "Private Certificates") 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 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 a Private Certificate is to be made without
registration or qualification (other than in connection with the initial
transfer of any such Certificate by the Depositor to an affiliate of the
Depositor), 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 Certificateholder desiring to effect the
transfer and from such Certificateholder's prospective transferee, substantially
in the forms attached hereto as Exhibit F; 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 Depositor, the Trustee, the Trust Administrator or the Master
Servicer, in each case its capacity as such, or the Trust Fund), 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 the Private
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 a Private Certificate or interest therein
shall, and does hereby agree to, indemnify the Trustee, the Trust Administrator,
the Depositor and the Master 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.

                  (c) No transfer of a Private Certificate or Residual
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 DOL Regulations ("Plan Assets"), as
certified by such transferee in the form of Exhibit G, unless the Trust
Administrator is provided with an Opinion of Counsel on which the Trustee, the
Trust Administrator, the Depositor and the Master Servicer may rely which
establishes to the satisfaction of the Trust



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Administrator that the purchase of such Certificates is permissible under
applicable law, will not constitute or result in any prohibited transaction
under ERISA or Section 4975 of the Code and will not subject the Depositor, the
Master 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 Master
Servicer, the Trustee, the Trust Administrator or the Trust Fund; provided,
however, that unless such an Opinion of Counsel is provided, each Person
acquiring a Private Certificate or any interest therein shall be required to
provide a certification, that either (i) it is not a Plan or investing with
"Plan Assets" or (ii) (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 Prohibited Transaction
Class Exemption ("PTCE") 95-60, and (3) the conditions in Sections I and III of
PTCE 95-60 have been satisfied. Neither an Opinion of Counsel, nor any
certification as provided above, will be required in connection with the initial
transfer of any such Certificate by the Depositor (in which case, the Depositor
shall be 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 Class M-1 Certificate, Class B-1
Certificate, Class B-2 Certificate or Class B-3 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 or investing with "Plan Assets," (ii) it has acquired and is holding such
certificate in reliance on PTCE 2002-41, as amended from time to time
("Exemption"), and that it understands that there are certain conditions to the
availability of the Exemption, including that the certificate must be rated, at
the time of purchase, not lower than "BBB-" (or its equivalent) by Moody's,
Fitch Ratings or S&P and the certificate is 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 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 Master 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.

                  (d) (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)



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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 H, 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 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 H, 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."

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               (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 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 on behalf of the Trustee 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.



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                  (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 and the Trustee at the
expense of the party seeking to modify, add to or eliminate any such provision
the following:

                    (A) written notification from each Rating Agency to the
               effect that the modification, addition to or elimination of such
               provisions will not cause such Rating Agency 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 and the Trustee, 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.

                  (e) 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.

                  (f) 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 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.

                  (g) 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.

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

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Section 5.03.     Mutilated, Destroyed, Lost or Stolen Certificates.

                  If (i) any mutilated Certificate is surrendered to the Trust
Administrator, or the Trust Administrator receives evidence to its satisfaction
of the destruction, loss or theft of any Certificate, and (ii) there is
delivered to the Trust Administrator and the Trustee 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 protected purchaser, the Trust Administrator shall execute 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.

Section 5.04.     Persons Deemed Owners.

                  The Depositor, the Master 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 Master 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.

                  On or prior to the date of the first sale of any Private
Certificate to an Independent third party, the Depositor shall provide to the
Trust Administrator ten copies of any private placement memorandum or other
disclosure document used by the Depositor in connection with the offer and sale
of the Private Certificates. In addition, if any such private placement
memorandum or disclosure document is revised, amended or supplemented at any
time following the delivery thereof to the Trust Administrator, the Depositor
promptly shall inform the Trust Administrator of such event and shall deliver to
the Trust Administrator ten copies of the private placement memorandum or
disclosure document, as revised, amended or supplemented. 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: (i) in the case of a Holder or prospective transferee of a Private
Certificate, the private placement memorandum or other disclosure document
relating to such Certificates in the form most recently provided to the Trust
Administrator; and (ii) in all cases, (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) [reserved] and (D)


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any and all Officers' Certificates delivered to the Trust Administrator by the
Master Servicer since the Closing Date to evidence the Master Servicer's
determination that any P&I Advance was, or if made, would be a Nonrecoverable
P&I Advance. 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 MASTER SERVICER

Section 6.01.     Liability of the Depositor and the Master Servicer.

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

Section 6.02.   Merger or Consolidation of the Depositor or the Master 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 Master Servicer will keep in full effect its existence, rights and
franchises as a national banking association and shall ensure that it (or an
Affiliate) maintains its qualification as an approved conventional
seller/servicer for Fannie Mae or Freddie Mac in good standing. The Depositor
and the Master 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 Master 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 Master Servicer shall be a party, or
any Person succeeding to the business of the Depositor or the Master Servicer,
shall be the successor of the Depositor or the Master 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 Master Servicer shall be qualified to service mortgage loans on behalf of
Fannie Mae or Freddie Mac; and provided further that the Rating Agency's ratings
of the Class A 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 Master Servicer and
               Others.

(a) Subject, in the case of the Master Servicer, to the obligation of the Master
Servicer to indemnify the Indemnified Persons pursuant to Section 6.04 below,
none of the Depositor, the Master Servicer or any of the directors, officers,
employees or agents of the Depositor or the Master 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 for errors in judgment; PROVIDED, HOWEVER, that this provision
shall not protect the Depositor, the Master Servicer or any such Person against
any



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breach of warranties, representations or covenants made herein, or against any
specific liability imposed on the Master Servicer pursuant hereto, 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. The Depositor, the Master
Servicer and any director, officer, employee or agent of the Depositor or the
Master 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.

                  The Master Servicer and any director, officer, employee or
agent of the Master Servicer 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. In taking or recommending any course of action pursuant to
this Agreement, unless specifically required to do so pursuant to this
Agreement, the Master Servicer shall not be required to investigate or make
recommendations concerning potential liabilities which the Trust might incur as
a result of such course of action by reason of the condition of the Mortgaged
Properties but shall give notice to the Trustee if it has notice of such
potential liabilities. The Master Servicer shall not be liable for any acts or
omissions of any Servicer, except as otherwise expressly provided herein.

                  (b) The Depositor and any director, officer, employee or agent
of the Depositor shall be indemnified and held harmless by the Trust Fund
against any loss, liability or expense incurred in connection with any legal
action relating to this Agreement, the Certificates or any Servicing Agreement,
other than any loss, liability or expense to any specific Mortgage Loan or
Mortgage Loans (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 by reason of reckless disregard of
obligations and duties hereunder.

                  (c) The Master Servicer, the Custodian and any director,
officer, employee or agent of the Master Servicer or the Custodian shall be
indemnified by the Trust Fund and held harmless thereby against any loss,
liability or expense including reasonable legal fees and disbursements of
counsel incurred by the Master Servicer sustained in connection with, arising
out of, or related to, any claim or legal action (including any pending or
threatened claim or legal action) relating to this Agreement, the Certificates
or any Servicing Agreement or otherwise arising out of or in connection with the
acceptance or administration of the obligations and duties of the Master
Servicer under this Agreement or any Servicing Agreement, other than any loss,
liability or expense (i) that does not constitute an "unanticipated expense"
within the meaning of the REMIC Provisions, (ii) that is specifically required
to be incurred by the Master Servicer or the Custodian, as applicable, without
right of reimbursement pursuant to this Agreement, (iii) for which the Master
Servicer or the Custodian, as applicable, receives indemnification, from the
Servicer or otherwise, pursuant to the AAR Agreement or the Servicing Agreement,
(iv) in the case of the Master Servicer, that constitutes a Servicing Advance
relating to a specific Mortgage Loan or Mortgage Loans for which the Master
Servicer's entitlement to reimbursement shall be governed by Section 3.21 or (v)
that is incurred by reason of willful misfeasance, bad faith or negligence of
the Master Servicer or the Custodian, as applicable, in the performance of its
duties hereunder hereunder (in the case of the Master Servicer) or its duties
referred to herein or its duties under any applicable custodial agreement (in
the case of the Custodian), as applicable,



                                       98
<PAGE>

or by reason of the Master Servicer's or the Custodian's, as applicable,
reckless disregard of obligations and duties hereunder (in the case of the
Master Servicer) or its duties referred to herein or its duties under any
applicable custodial agreement (in the case of the Custodian), as applicable, or
as a result of a breach of the Master Servicer's obligations under Article X
hereof (in the case of the Master Servicer). Notwithstanding the foregoing, if
the Master Servicer shall be acting as successor to the Servicer under the
Servicing Agreement, the provisions of Section 6.03(d), and not the provisions
of this Section 6.03(c), shall govern the Trust Fund's indemnification of the
Master Servicer when it is acting in such capacity.

                  (d) The Master Servicer, if it shall be acting in a capacity
as successor Servicer, and any director, officer, employee or agent of the
Master Servicer shall be indemnified and held harmless by the Trust Fund against
any loss, liability or expense, including reasonable legal fees and
disbursements of counsel, incurred in connection with the Master Servicer's
acting in such capacity and sustained in connection with, arising out of, or
related to, any claim or legal action (including any pending or threatened claim
or legal action) relating to this Agreement, the Certificates or any Servicing
Agreement, other than any loss, liability or expense to any specific Mortgage
Loan or Mortgage Loans (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 by reason of reckless disregard of
obligations and duties hereunder.

                  (e) Neither the Depositor nor the Master 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 and, in its
opinion, does not involve it in any expense or liability; PROVIDED, HOWEVER,
that each of the Depositor and the Master Servicer may in its discretion
undertake any such action which it may deem necessary or desirable with respect
to this Agreement and the rights and duties of the parties hereto and the
interests of the Certificateholders hereunder. In such event, unless the
Depositor or the Master 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), 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) shall be expenses, costs
and liabilities of the Trust Fund, and the Depositor (subject to the limitations
set forth above) and the Master Servicer shall be entitled to be reimbursed
therefor from the Master Servicer Collection Account as an Extraordinary Trust
Fund Expense, any such right of reimbursement being prior to the rights of the
Certificateholders to receive any amount in the Master Servicer Collection
Account. Nothing in this Section 6.03(e) shall affect the Master Servicer's
obligation to supervise, or to take such actions as are necessary to ensure, the
servicing and administration of the Mortgage Loans pursuant to Section 3.01.

Section 6.04.     Indemnification from the Master Servicer.

                  The Master Servicer agrees to indemnify the Indemnified
Persons for, and to hold them harmless against, any loss, liability or expense
(including reasonable legal fees



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and disbursements of counsel) incurred on their part that may be sustained in
connection with, arising out of, or relating to, any claim or legal action
(including any pending or threatened claim or legal action) relating to this
Agreement, the Servicing Agreement, the AAR Agreement or the Certificates or the
powers of attorney delivered by the Trustee hereunder (i) related to the Master
Servicer's failure to perform its duties in compliance with this Agreement
(except as any such loss, liability or expense shall be otherwise reimbursable
pursuant to this Agreement) or (ii) incurred by reason of the Master Servicer's
willful misfeasance, bad faith or gross negligence in the performance of duties
hereunder or by reason of reckless disregard of obligations and duties
hereunder, provided, in each case, that with respect to any such claim or legal
action (or pending or threatened claim or legal action), the Trustee shall have
given the Master Servicer and the Depositor written notice thereof promptly
after the Trustee shall have with respect to such claim or legal action
knowledge thereof. The Master Servicer's failure to receive any such notice
shall not affect any Indemnified Person's right to indemnification under this
Section 6.04, except to the extent the Master Servicer is materially prejudiced
by such failure to give notice. This indemnity shall survive the resignation or
removal of the Trustee, Master Servicer or the Trust Administrator and the
termination of this Agreement. For purposes of this Section 6.04, "Indemnified
Persons" means the Trustee, the Custodian (if it is not the Master Servicer) and
their officers, directors, agents and employees and, with respect to the
Trustee, any separate co-trustee and its officers, directors, agents and
employees.

Section 6.05.     Limitation on Resignation of the Master Servicer; Assignment
                  of Master Servicing.

                  (a) Except as provided in Section 6.05(b) below, the Master
Servicer shall not resign from the obligations and duties hereby imposed on it
except upon determination that its duties hereunder are no longer permissible
under applicable law. Any such determination pursuant to the preceding sentence
permitting the resignation of the Master Servicer shall be evidenced by an
Opinion of Counsel rendered by an Independent counsel to such effect obtained at
the expense of the Master Servicer and delivered to the Trustee and the Rating
Agencies. No resignation of the Master Servicer shall become effective until the
Trustee or a successor Master Servicer shall have assumed the Master Servicer's
responsibilities, duties, liabilities (other than those liabilities arising
prior to the appointment of such successor) and obligations under this
Agreement.

                  (b) The Master Servicer may sell and assign its rights and
delegate its duties and obligations in its entirety as Master Servicer under
this Agreement; provided, however, that: (i) the purchaser or transferee accept
in writing such assignment and delegation and assume the obligations of the
Master Servicer hereunder and that the purchaser or transferee (a) be a Person
which shall be qualified to service mortgage loans for Fannie Mae or Freddie
Mac; (b) have a net worth of not less than $15,000,000 (unless otherwise
approved by each Rating Agency pursuant to clause (ii) below); (c) be reasonably
satisfactory to the Trustee (as evidenced in a writing signed by the Trustee);
and (d) execute and deliver to the Trustee an agreement, in form and substance
reasonably satisfactory to the Trustee, which contains an assumption by such
Person of the due and punctual performance and observance of each covenant and
condition to be performed or observed by it after the date of such assumption as
master servicer under this Agreement, any custodial agreement from and after the
effective date of such agreement; (ii)

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each Rating Agency shall be given prior written notice of the identity of the
proposed successor to the Master Servicer and each Rating Agency's rating of the
Certificates in effect immediately prior to such assignment, sale and delegation
will not be downgraded, qualified or withdrawn as a result of such assignment,
sale and delegation, as evidenced by a letter to such effect delivered to the
Master Servicer and the Trustee; and (iii) the Master Servicer assigning and
selling the master servicing shall deliver to the Trustee an officer's
certificate and an Opinion of Independent counsel, each stating that all
conditions precedent to such action under this Agreement have been completed and
such action is permitted by and complies with the terms of this Agreement. No
such assignment or delegation shall affect any liability of the Master Servicer
arising out of acts or omissions prior to the effective date thereof.

Section 6.06.     Successor Master Servicer.

                  In connection with the appointment of any successor Master
Servicer or the assumption of the duties of the Master Servicer, the Depositor
or the Trustee may make such arrangements for the compensation of such successor
Master Servicer out of payments on the Mortgage Loans as the Depositor or the
Trustee and such successor Master Servicer shall agree. If the successor Master
Servicer does not agree that such market value is a fair price, such successor
Master Servicer shall obtain two quotations of market value from third parties
actively engaged in the master servicing of single-family mortgage loans.
Notwithstanding the foregoing, the compensation payable to a successor Master
Servicer may not exceed the compensation which the Master Servicer would have
been entitled to retain if the Master Servicer had continued to act as Master
Servicer hereunder.

Section 6.07.     Rights of the Depositor in Respect of the Master Servicer.

                  The Master Servicer shall afford the Depositor and the
Trustee, upon reasonable notice, during normal business hours, access to all
records maintained by the Master Servicer in respect of the Master Servicer's
rights and obligations hereunder and access to officers of the Master Servicer
responsible for such obligations. Upon request, the Master Servicer shall
furnish to the Depositor and the Trustee its most recent financial statements of
the parent company of the Master Servicer and such other information relating to
the Master 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 and the Trustee shall not disseminate any information
obtained pursuant to the preceding two sentences without the Master 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 or the Trust Fund, and in either case, the Depositor or
the Trustee, 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 Master Servicer
under this Agreement and may, but is not obligated to, perform, or cause a
designee to perform, any defaulted obligation of the Master Servicer under this
Agreement or exercise the rights of the Master Servicer under this Agreement;
provided that the Master Servicer shall not be relieved of any of its
obligations under



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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 Master Servicer and is not obligated to supervise the
performance of the Master Servicer under this Agreement or otherwise.

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                                  ARTICLE VII

                                     DEFAULT

Section 7.01.     Master Servicer Events of Termination.

                  "Master Servicer Event of Termination," wherever used herein,
means any one of the following events (whatever the reason for such Master
Servicer Event of Termination and whether it shall be voluntary or involuntary
or be effected by operation of law or pursuant to any judgment, decree or order
of any court or any order, rule or regulation of any administrative or
governmental body) and only with respect to the defaulting Master Servicer:

               (i) the Master Servicer fails to cause to be deposited in the
          Distribution Account any amount so required to be deposited pursuant
          to this Agreement (other than a P&I Advance), and such failure
          continues unremedied for a period of three Business Days after the
          date upon which written notice of such failure, requiring the same to
          be remedied, shall have been given to the Master Servicer; or

               (ii) the Master Servicer fails to observe or perform in any
          material respect any other material covenants and agreements set forth
          in this Agreement to be performed by it, which covenants and
          agreements materially affect the rights of Certificateholders, and
          such failure continues unremedied for a period of 60 days after the
          date on which written notice of such failure, properly requiring the
          same to be remedied, shall have been given to the Master Servicer by
          the Trustee or to the Master Servicer and the Trustee by the Holders
          of Certificates evidencing not less than 25% of the Voting Rights; or

               (iii) there is entered against the Master Servicer a decree or
          order by a court or agency or supervisory authority having
          jurisdiction in the premises for the appointment of a conservator,
          receiver or liquidator in any insolvency, readjustment of debt,
          marshaling of assets and liabilities or similar proceedings, or for
          the winding up or liquidation of its affairs, and the continuance of
          any such decree or order is unstayed and in effect for a period of 60
          consecutive days, or an involuntary case is commenced against the
          Master Servicer under any applicable insolvency or reorganization
          statute and the petition is not dismissed within 60 days after the
          commencement of the case; or

               (iv) the Master Servicer consents to the appointment of a
          conservator or receiver or liquidator in any insolvency, readjustment
          of debt, marshaling of assets and liabilities or similar proceedings
          of or relating to the Master Servicer or substantially all of its
          property; or the Master Servicer admits in writing its inability to
          pay its debts generally as they become due, files a petition to take
          advantage of any applicable insolvency or reorganization statute,
          makes an assignment for the benefit of its creditors, or voluntarily
          suspends payment of its obligations; or

               (v) the Master Servicer assigns or delegates its duties or rights
          under this Agreement in contravention of the provisions permitting
          such assignment or delegation under Section 6.05; or



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               (vi) any failure of the Master Servicer to make any P&I Advance
          (other than a Nonrecoverable P&I Advance) required to be made from its
          own funds pursuant to Section 4.03 by 5:00 p.m. New York time on the
          Business Day prior to the applicable Distribution Date.

                  In each and every such case, so long as such Master Servicer
Event of Termination with respect to the Master Servicer shall not have been
remedied, either the Trustee or the Holders of Certificates evidencing not less
than 51% of the Voting Rights, by notice in writing to the Depositor, the Master
Servicer (and to the Trustee if given by such Certificateholders), with a copy
to the Rating Agencies, may terminate all of the rights and obligations (but not
the liabilities) of the Master Servicer under this Agreement and in and to the
Mortgage Loans and/or the REO Property master serviced by the Master Servicer
and the proceeds thereof. Upon the receipt by the Master Servicer of the written
notice, all authority and power of the Master Servicer under this Agreement,
whether with respect to the Certificates, the Mortgage Loans, REO Property or
under any other related agreements (but only to the extent that such other
agreements relate to the Mortgage Loans or related REO Property) shall, subject
to Section 7.02, automatically and without further action pass to and be vested
in the Trustee pursuant to this Section 7.01; and, without limitation, the
Trustee is hereby authorized and empowered to execute and deliver, on behalf of
the Master Servicer as attorney-in-fact or otherwise, 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 Master Servicer agrees to cooperate with
the Trustee in effecting the termination of the Master Servicer's rights and
obligations hereunder, including, without limitation, the transfer to the
Trustee of (i) the property and amounts which are then or should be part of the
Trust Fund or which thereafter become part of the Trust; and (ii) originals or
copies of all documents of the Master Servicer reasonably requested by the
Trustee to enable it to assume the Master Servicer's duties thereunder. In
addition to any other amounts which are then, or, notwithstanding the
termination of its activities under this Agreement, may become payable to the
Master Servicer under this Agreement, the Master Servicer shall be entitled to
receive, out of any amount received on account of a Mortgage Loan or related REO
Property, that portion of such payments which it would have received as
reimbursement under this Agreement if notice of termination had not been given.
The termination of the rights and obligations of the Master Servicer shall not
affect any obligations incurred by the Master Servicer prior to such
termination.

                  Notwithstanding the foregoing, if a Master Servicer Event of
Termination described in clause (vi) of this Section 7.01 shall occur, the
Trustee shall, by notice in writing to the Master Servicer, which may be
delivered by telecopy, immediately terminate all of the rights and obligations
of the Master Servicer thereafter arising under this Agreement, but without
prejudice to any rights it may have as a Certificateholder or to reimbursement
of P&I Advances and other advances of its own funds, and the Trustee shall act
as provided in Section 7.02 to carry out the duties of the Master Servicer,
including the obligation to make any P&I Advance the nonpayment of which was a
Master Servicer Event of Termination described in clause (vi) of this Section
7.01. Any such action taken by the Trustee must be prior to the distribution on
the relevant Distribution Date.

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Section 7.02.     Trustee to Act; Appointment of Successor.

                  (a) Upon the receipt by the Master Servicer of a notice of
termination pursuant to Section 7.01 or an Opinion of Counsel rendered by
Independent counsel pursuant to Section 6.05 to the effect that the Master
Servicer is legally unable to act or to delegate its duties to a Person which is
legally able to act, the Trustee shall automatically become the successor in all
respects to the Master Servicer in its capacity under this Agreement and the
transactions set forth or provided for herein and shall thereafter be subject to
all the responsibilities, duties, liabilities and limitations on liabilities
relating thereto placed on the Master Servicer by the terms and provisions
hereof; provided, however, that the Trustee shall have no obligation whatsoever
with respect to any liability (other than P&I Advances deemed recoverable and
not previously made) incurred by the Master Servicer at or prior to the time of
termination. As compensation therefor, but subject to Section 6.06, the Trustee
shall be entitled to compensation which the Master Servicer would have been
entitled to retain if the Master Servicer had continued to act hereunder, except
for those amounts due the Master Servicer as reimbursement permitted under this
Agreement for advances previously made or expenses previously incurred.
Notwithstanding the above, the Trustee may, if it shall be unwilling so to act,
or shall, if it is legally unable so to act, appoint or petition a court of
competent jurisdiction to appoint, any established housing and home finance
institution which is a Fannie Mae- or Freddie Mac-approved servicer, and with
respect to a successor to the Master Servicer only, having a net worth of not
less than $10,000,000, as the successor to the Master Servicer hereunder in the
assumption of all or any part of the responsibilities, duties or liabilities of
the Master Servicer hereunder; provided, that the Trustee shall obtain a letter
or other evidence from each Rating Agency that the ratings, if any, on each of
the Certificates will not be lowered as a result of the selection of the
successor to the Master Servicer. Pending appointment of a successor to the
Master Servicer hereunder, the Trustee shall act in such capacity as hereinabove
provided. In connection with such appointment and assumption, the Trustee may
make such arrangements for the compensation of such successor out of payments on
the Mortgage Loans as it and such successor shall agree; provided, however, that
the provisions of Section 6.06 shall apply, the compensation shall not be in
excess of that which the Master Servicer would have been entitled to if the
Master Servicer had continued to act hereunder, and that such successor shall
undertake and assume the obligations of the Trustee to pay compensation to any
third Person acting as an agent or independent contractor in the performance of
master servicing responsibilities hereunder. The Trustee and such successor
shall take such action, consistent with this Agreement, as shall be necessary to
effectuate any such succession.

                  (b) If the Trustee shall succeed to any duties of the Master
Servicer respecting the Mortgage Loans as provided herein, it shall do so in a
separate capacity and not in its capacity as Trustee and, accordingly, the
provisions of Article VIII shall be inapplicable to the Trustee in its duties as
the successor to the Master Servicer in the servicing of the Mortgage Loans
(although such provisions shall continue to apply to the Trustee in its capacity
as Trustee); the provisions of Article VI, however, shall apply to it in its
capacity as successor Master.

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Section 7.03.     Notification to Certificateholders.

                  (a) Upon any termination of the Master Servicer pursuant to
Section 7.01 above or any appointment of a successor to the Master Servicer
pursuant to Section 7.02 above, the Trustee 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 Master Servicer Event of Termination or five days after a
Responsible Officer of the Trustee becomes aware of the occurrence of such an
event, the Trustee shall transmit by mail to all Holders of Certificates notice
of each such occurrence, unless such default or Master Servicer Event of
Termination shall have been cured or waived.

Section 7.04.     Waiver of Master Servicer Events of Termination.

                  The Holders representing at least 66% of the Voting Rights
evidenced by all Classes of Certificates affected by any default or Master
Servicer Event of Termination hereunder may waive such default or Master
Servicer Event of Termination; PROVIDED, HOWEVER, that a default or Master
Servicer Event of Termination 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 Master Servicer Event of Termination, such default or
Master Servicer Event of Termination 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 Master Servicer Event of Termination 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.

                  The Trustee and the Trust Administrator, prior to the
occurrence of a Master Servicer Event of Termination and after the curing of all
Master Servicer Events of Termination which may have occurred, undertakes to
perform such duties and only such duties as are specifically set forth in this
Agreement. If a Master Servicer Event of Termination has occurred (which has not
been cured) of which a Responsible Officer has knowledge, 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 man would exercise or use under the circumstances in the
conduct of his own affairs.

                  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 the Trustee or the Trust Administrator, as applicable, shall
take such action as it deems appropriate to have the instrument corrected, and
if the instrument is not corrected to the Trustee's or the Trust Administrator's
satisfaction, the Trustee or the Trust Administrator, as applicable, 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 Master Servicer Event of
          Termination, and after the curing of all such Master Servicer Events
          of Termination which may have occurred, the duties and obligations of
          the Trustee and the Trust Administrator shall be determined solely by
          the express provisions of this Agreement, the Trustee and the Trust
          Administrator shall not 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 applicable, 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, and conforming to the requirements
          of this Agreement;

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               (ii) Neither the Trustee nor the Trust Administrator shall be
          personally liable for an error of judgment made in good faith by a
          Responsible Officer of the Trustee or the Trust Administrator, as
          applicable, unless it shall be proved that the Trustee or the Trust
          Administrator, as the case may be, 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 evidencing not less than 51%
          of the Voting Rights relating to the time, method and place of
          conducting any proceeding for any remedy available to the Trustee or
          the Trust Administrator, as applicable, or exercising or omitting to
          exercise any trust or power conferred upon the Trustee, under this
          Agreement; and

               (iv) The Trustee shall not be required to take notice or be
          deemed to have notice or knowledge of any default or Master Servicer
          Event of Termination unless a Responsible Officer of the Trustee at
          the Corporate Trust Office obtains actual knowledge of such failure or
          the Trustee receives written notice of such failure from the
          Depositor, the Servicer or the Holders of Certificates evidencing not
          less than 51% of the Voting Rights.

                  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, 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, and none of the provisions contained in this
Agreement shall in any event require the Trustee to perform, or be responsible
for the manner of performance of, any of the obligations of the Master Servicer
under this Agreement, except during such time, if any, as the Trustee shall be
the successor to, and be vested with the rights, duties, powers and privileges
of, the Master 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) Either the Trustee or the Trust Administrator may request and
          rely upon, and shall be 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, and the manner of
          obtaining consents and of evidencing the authorization of the
          execution thereof by Certificateholders shall be subject to such
          reasonable regulations as the Trustee or the Trust Administrator may
          prescribe;

               (ii) Either the Trustee or the Trust Administrator may consult
          with counsel and any Opinion of Counsel shall be full and complete
          authorization and protection in



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          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 rights 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, reasonable
          security or indemnity 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 Trustee of
          the obligation, upon the occurrence of a Master Servicer Event of
          Termination of which the Trustee has received written notice or of
          which a Responsible Officer of the Trustee has actual knowledge (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
          under the circumstances in the conduct of his own affairs;

               (iv) Prior to the occurrence of a Master Servicer Event of
          Termination hereunder and after the curing or waiver of all Master
          Servicer Events of Termination which may have occurred, 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 Master Servicer Event of
          Termination and after the curing of all Master Servicer Events of
          Termination 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 documents, unless requested in
          writing to do so by the Majority Certificateholder; 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 the security afforded to it
          by the terms of this Agreement, the Trustee or the Trust
          Administrator, as applicable, may require reasonable indemnity against
          such cost, expense or liability as a condition to such proceeding; and

               (vi) Either the Trustee or 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, custodians or
          nominees.

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                  (b) All rights of action under this Agreement or under any of
the Certificates, enforceable by the Trustee, 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 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 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, the authentication of the Trust
Administrator on the Certificates, the acknowledgments of the Trustee contained
in Article II and the representations and warranties of the Trustee and the
Trust Administrator in Section 8.13) 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
8.13) 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. 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 Master Servicer in
respect of the Mortgage Loans or deposited in or withdrawn from the Master
Servicer Collection Account by the Master 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 Trustee or Trust
Administrator, as applicable. Each of the Trustee and the Trust Administrator in
its individual capacity or any other capacity may transact any banking and trust
business with the Underlying Sellers, the Servicer, the Depositor or their
Affiliates.

Section 8.05.     Trustee's and Trust Administrator's Fees and Expenses.

                  (a) The Trust Administrator shall withdraw from the
Distribution Account on each Distribution Date and pay to itself the
Administration Fee with respect to the calendar month that immediately preceded
the month of such Distribution Date. The annual fees of the Trustee hereunder
and of the Custodian shall be paid in accordance with a side letter agreement
with the Trust Administrator and at the sole expense of the Trust Administrator.
The Trustee, the Trust Administrator or any director, officer, employee or agent
of any of them, shall be indemnified by the Trust Fund and held harmless against
any loss, liability or expense (not including expenses and disbursements
incurred or made by the Trustee or the Trust Administrator, 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 performance in
accordance with the provisions of this Agreement) incurred by the Trustee or by
the Trust Administrator arising out of or in connection with the acceptance or
administration of the obligations and duties of the Trustee or the Trust
Administrator under this Agreement, other than



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any loss, liability or expense (i) resulting from a breach of the Servicer's or
the Master Servicer's obligations and duties under the Servicing Agreement or
this Agreement, as applicable, for which the Trustee or the Trust Administrator,
as applicable, is indemnified under the Servicing Agreement or under Section
6.04 of this Agreement, as applicable or (ii) any loss, liability or expense
incurred by reason of willful misfeasance, bad faith or negligence of the
Trustee or of the Trust Administrator, as applicable, in the performance of its
duties hereunder or by reason of the Trustee's or the Trust Administrator's , as
applicable, reckless disregard of obligations and duties hereunder or as a
result of a breach of the Trustee's or the Trust Administrator's, as applicable,
obligations under Article X hereof. Any amounts payable to the Trustee, the
Trust Administrator or any director, officer, employee or agent of the Trustee
or the Trust Administrator, in respect of the indemnification provided by this
Section 8.05(a), or pursuant to any other right of reimbursement from the Trust
Fund that the Trustee, the Trust Administrator or any director, officer,
employee or agent of the Trustee or the Trust Administrator, 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.
The foregoing indemnity shall survive the resignation or removal of the Trustee
or the Trust Administrator.

                  (b) The Depositor shall pay or cause to be paid any annual
rating agency fees of the Rating Agencies for ongoing surveillance from its own
funds without right of reimbursement.

Section 8.06.     Eligibility Requirements for Trustee and Trust Administrator.

                  Each of the Trustee and the Trust Administrator hereunder
shall at all times be an entity duly organized and validly existing under the
laws of the United States of America or any state thereof, 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. If such entity publishes reports of condition at least
annually, pursuant to law or to the requirements of the aforesaid supervising or
examining authority, then for the purposes of this Section 8.06, the combined
capital and surplus of such entity shall be deemed to be its combined capital
and surplus as set forth in its most recent report of condition so published.
The principal offices of each of the Trustee and the Trust Administrator (other
than the initial Trustee and initial Trust Administrator) shall be in a state
with respect to which an Opinion of Counsel has been delivered to such Trustee
or Trust Administrator, as applicable, at the time such Trustee or Trust
Administrator, as applicable, is appointed Trustee or Trust Administrator, as
applicable, to the effect that the Trust will not be a taxable entity under the
laws of such state. In case at any time the Trustee or the Trust Administrator
shall cease to be eligible in accordance with the provisions of this Section
8.06, the Trustee or the Trust Administrator, as applicable, 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.

                  The Trustee or the Trust Administrator may at any time resign
and be discharged from the trusts hereby created by giving written notice
thereof to the Depositor, the Servicer, the



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Master Servicer, each Rating Agency 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, one copy of which instrument shall
be delivered to the resigning Trustee or Trust Administrator, as applicable, and
one copy to the successor Trustee or Trust Administrator. If no successor
Trustee or Trust Administrator, as applicable, shall have been so appointed and
having accepted appointment within 30 days after the giving of such notice of
resignation, the resigning Trustee or Trust Administrator 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 be legally unable to act, or shall be adjudged a
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 the Servicer may remove the Trustee or the Trust Administrator, as
applicable. If the Depositor or the Servicer removes the Trustee or the Trust
Administrator under the authority of the immediately preceding sentence, the
Depositor shall promptly appoint a successor Trustee or Trust Administrator, as
applicable, by written instrument, in duplicate, one copy of which instrument
shall be delivered to the Trustee or Trust Administrator so removed and one copy
to the successor Trustee or Trust Administrator.

                  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 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 Trust Administrator so removed and one complete set to the
successor so appointed. A copy of such instrument shall be delivered to the
Certificateholders and the Master Servicer by the Depositor.

                  Any resignation or removal of the Trustee or Trust
Administrator and appointment of a successor Trustee or Trust Administrator
pursuant to any of the provisions of this Section shall not become effective
until acceptance of appointment by the successor trustee as provided in Section
8.08.

                  Notwithstanding anything to the contrary contained herein, the
Master Servicer and the Trust Administrator shall at all times be the same
Person.

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 Servicer and to its predecessor Trustee or Trust Administrator an
instrument accepting such appointment hereunder, and



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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 like effect as if originally named as Trustee or Trust
Administrator. 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 fully and certainly vesting and confirming in the
successor Trustee Trust Administrator all such rights, powers, duties and
obligations.

                  No successor Trustee or Trust Administrator shall accept
appointment as provided in this Section 8.08 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 the Regular
Certificates by either Rating Agency, as evidenced by a letter from each Rating
Agency.

                  Upon acceptance of appointment by a successor Trustee or Trust
Administrator as provided in this Section 8.08, the successor Trustee or Trust
Administrator shall mail notice of the appointment of a successor Trustee or
Trust Administrator hereunder to all Holders of Certificates at their addresses
as shown in the Certificate Register and to each Rating Agency.

Section 8.09.     Merger or Consolidation of Trustee or Trust Administrator.

                  Any entity into which the Trustee or the Trust Administrator
may be merged or converted or with which it may be consolidated, or any entity
resulting from any merger, conversion or consolidation to which the Trustee or
the Trust Administrator shall be a party, or any entity succeeding to the
business of the Trustee or Trust Administrator, shall be the successor of the
Trustee or the Trust Administrator hereunder, as applicable, provided such
entity shall be eligible under the provisions of Section 8.06 and 8.08, 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
Master 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 cotrustee 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 Master Servicer and the
Trustee may consider necessary or desirable. If the Master 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 Master Servicer Event of Termination 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



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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 Master 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 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.     [intentionally omitted]

Section 8.12.     Appointment of Office or Agency.

                  The Trust Administrator will appoint an office or agency in
the City of Minneapolis, Minnesota 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 Master Servicer and the Depositor, as of the
Closing Date, that:

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

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               (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 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.     No Trustee Liability for Actions or Inactions of Custodians.

                  Notwithstanding anything to the contrary herein, in no event
shall the Trustee 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, in
the case of the Group S Mortgage Loans, 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 Trust Fund.

                  (a) Subject to Section 9.02, the respective obligations and
responsibilities under this Agreement of the Depositor, the Master Servicer, the
Trust Administrator and the Trustee with respect to the Mortgage Loans (other
than the obligations of the Master Servicer to the Trustee pursuant to Section
6.04 and of the Master Servicer to provide for and the Trust Administrator to
make payments to the Holders of the related Class(es) 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 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 of all Mortgage Loans and each 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 REO Property remaining in REMIC I;
provided, however, that in no event shall the trust created hereby continue
beyond 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. The purchase by the
Terminator of all Mortgage Loans and each REO Property remaining in REMIC I
shall be at a price (the "Termination Price") equal to the greater of (A) the
aggregate Purchase Price of all the Mortgage Loans included in such Trust REMIC,
plus the appraised value of each REO Property, if any, included in such Trust
REMIC, such appraisal to be conducted by an appraiser mutually agreed upon by
the Master Servicer and the Trustee in their reasonable discretion and (B) the
aggregate fair market value of all of the assets in such Trust REMIC (as
determined by the Master Servicer, with the consent of the Trustee, 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 Certificateholders pursuant to
the third paragraph of this Section 9.01).

                  (b) The majority Holder of the Class R Certificates (unless
such Holder is the Mortgage Loan Seller, Citigroup Global Markets Inc. or an
Affiliate of either of them) or if such majority Holder fails to exercise such
option, the Master Servicer (either such Holder or the Servicer, as applicable,
the "Terminator") shall have the right 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, as provided above, 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 Balance
of the Mortgage Loans at the Cut-off Date. For federal income tax purposes, the
purchase by the Terminator of all Mortgage Loans and all REO Properties
underlying the Certificates is intended to facilitate a redemption of such
Certificates pursuant to a "cleanup call" within the meaning of Treasury
regulation section 1.860G-2(j). Notwithstanding the foregoing, the Terminator
shall



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<PAGE>

have the right to transfer, sell or assign its rights to purchase all of the
Mortgage Loans and each REO Property remaining in REMIC I.

                  (c) Notice of the liquidation of the Certificates shall be
given promptly by the Trust Administrator by letter to Certificateholders mailed
(a) in the event such notice is given in connection with the purchase of the
Mortgage Loans and each 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 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 the Trust Fund will terminate and final payment of the
Certificates 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
from Trust Administrator as to the making of such final deposit, the Trustee
shall promptly release or cause to be released to the Terminator the Mortgage
Files for the remaining Mortgage Loans, and the Trustee shall execute all
assignments, endorsements and other instruments delivered to it which are
necessary to effectuate such transfer.

                  (d) Upon presentation of the Certificates by the
Certificateholders on the final Distribution Date, 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 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



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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 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, the Trust Fund shall be terminated 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),
unless the Trust Administrator and the Master Servicer have received an Opinion
of Counsel, which Opinion of Counsel shall be at the expense of the Terminator
(or in connection with a termination resulting from the final payment on or
other liquidation of the last Mortgage Loan or REO Property remaining in such
Trust REMIC, which Opinion of Counsel shall be at the expense of the person
seeking nonadherence to the following additional requirements but which in no
event shall be at the expense of the Trust Fund or, unless it is the person
seeking nonadherence to the following additional requirements, the Master
Servicer or the Trust Administrator), to the effect that the failure of such
Trust REMIC or any other Trust REMIC to comply with such additional requirements
of this Section 9.02 will not (i) result in the imposition on the Trust Fund of
taxes on "prohibited transactions," as described in Section 860F of the Code, or
(ii) cause any Trust REMIC to fail to qualify as a REMIC at any time that any
Certificate is outstanding:

               (i) The Trust Administrator shall specify the first day in the
          90-day liquidation period in a statement attached to each related
          Trust REMIC'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 Master Servicer (in connection with a
          termination resulting from the final payment on or other liquidation
          of the last Mortgage Loan or REO Property remaining in such Trust
          REMIC) or at the expense of the Terminator (in connection with a
          termination resulting from the exercise of a cleanup call);

               (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 on behalf of the Trustee 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
          Certificates, the Trust Administrator shall distribute or credit, or
          cause to be distributed or credited, to the Holders of the Residual
          Certificates all cash on hand in REMIC I (other than cash retained to
          meet claims), and each Trust REMIC 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 Trust
Administrator), the Trust Administrator shall



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prepare or cause to be prepared the documentation required in connection with
the adoption of a plan of liquidation for each Trust REMIC being terminated
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 each Trust REMIC, which authorization shall be binding
upon all successor Certificateholders.

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                                   ARTICLE X

                                REMIC PROVISIONS

                  SECTION 10.01.            REMIC Administration.

                  (a) Separate REMIC elections as set forth in the Preliminary
Statement shall be made by the Trust Administrator on Form 1066 or other
appropriate federal tax or information return for the taxable year ending on the
last day of the calendar year in which the Certificates are issued. The regular
interests and residual interest in each Trust REMIC shall be as designated in
the Preliminary Statement.

                  (b) The Closing Date is hereby designated as the "Startup Day"
of each Trust REMIC 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 any Trust REMIC (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), including the expense of obtaining any tax related Opinion of
Counsel. The Trust Administrator shall be entitled to reimbursement of expenses
incurred pursuant to this Section 10.01(c) to the extent provided in Section
8.05.

                  (d) The Trust Administrator shall prepare and the Trustee
shall sign and the Trust Administrator shall file all of the Tax Returns in
respect of each 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 Master Servicer shall provide on a timely basis to
the Trust Administrator or its designee such information with 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 Holder of the Class R Certificates at any time holding
the largest Percentage Interest thereof shall be the "tax matters person" as
defined in the REMIC Provisions (the related "Tax Matters Person") with respect
to REMIC I and shall act as Tax Matters Person for REMIC I. The Holder of the
Class R Certificates at any time holding the largest Percentage Interest thereof
shall be the Tax Matters Person with respect to REMIC II and shall act as Tax
Matters Person for REMIC II. The Trust Administrator, as agent for each Tax
Matters Person, shall perform on behalf of each Trust REMIC all reporting and
other tax compliance duties that are the responsibility of such REMIC under the
Code, the REMIC Provisions, or other compliance guidance issued by the Internal
Revenue Service or any state or local taxing authority. Among its other duties,
if required by the Code, the REMIC Provisions, or other such guidance, the Trust
Administrator, as agent for the Tax Matters Person, shall provide (i) to the
Treasury or other governmental authority such information as is necessary for
the application of any tax relating to the transfer of a related Residual
Certificate to any disqualified person or organization and (ii) to the
Certificateholders such information or reports as are required by the Code or
REMIC Provisions. The Trust Administrator, as agent for each Tax Matters Person,
shall represent each Trust REMIC in any administrative or judicial proceedings
relating to an examination or audit by any governmental taxing authority,
request an administrative adjustment



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as to any taxable year of any Trust REMIC, enter into settlement agreements with
any government taxing agency, extend any statute of limitations relating to any
item of any Trust REMIC and otherwise act on behalf of any Trust REMIC in
relation to any tax matter involving the Trust Fund.

                  (f) The Trustee, the Trust Administrator, the Master Servicer
and the Holders of Certificates shall take any action or cause each Trust REMIC
to take any action necessary to create or maintain the status of such Trust
REMIC as a REMIC under the REMIC Provisions and shall assist each other as
necessary to create or maintain such status. Neither the Trustee, the Trust
Administrator, the Master Servicer nor the Holder of any Residual Certificate
shall take any action, cause any Trust REMIC created hereunder 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 such Trust REMIC as a REMIC or (ii) result in the imposition of a
tax upon such Trust REMIC (including but not limited to the tax on prohibited
transactions as defined in Code Section 860F(a)(2) and the tax on prohibited
contributions set forth on Section 860G(d) of the Code) (either such event, an
"Adverse REMIC Event") unless the Trustee, the Trust Administrator and the
Master Servicer have received an Opinion of Counsel (at the expense of the party
seeking to take such action) to the effect that the contemplated action will not
endanger such status or result in the imposition of such a tax. In addition,
prior to taking any action with respect to any Trust REMIC created hereunder or
the assets therein, or causing such Trust REMIC to take any action, which is not
expressly permitted under the terms of this Agreement, any Holder of a related
Residual Certificate will consult with the Trustee, the Trust Administrator and
the Master Servicer, or their respective designees, in writing, with respect to
whether such action could cause an Adverse REMIC Event to occur with respect to
any Trust REMIC, and no such Person shall take any such action or cause any
Trust REMIC to take any such action as to which the Trustee, the Trust
Administrator or the Master Servicer has advised it in writing that an Adverse
REMIC Event could occur.

                  (g) In the event that any tax is imposed on "prohibited
transactions" of any Trust REMIC created hereunder as defined in Section
860F(a)(2) of the Code, on the "net income from foreclosure property" of such
Trust REMIC as defined in Section 860G(c) of the Code, on any contributions to
such Trust 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 Master Servicer pursuant to
Section 10.03 hereof, if such tax arises out of or results from a breach by the
Master 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) The Trust Administrator, as agent for each Tax Matters
Person, shall, for federal income tax purposes, maintain books and records with
respect to each Trust REMIC created hereunder on a calendar year and on an
accrual basis.

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                  (i) No additional contributions of assets shall be made to any
Trust REMIC created hereunder, except as expressly provided in this Agreement
with respect to eligible substitute mortgage loans.

                  (j) None of the Trustee, the Trust Administrator or the Master
Servicer shall enter into any arrangement by which any Trust REMIC created
hereunder will receive a fee or other compensation for services.

                  (k) The Trust Administrator will apply for an Employee
Identification Number from the Internal Revenue Service via a Form SS-4 or other
acceptable method for all tax entities and shall complete the Form 8811.

Section 10.02.    Prohibited Transactions and Activities.

                  None of the Depositor, the Master Servicer, the Trustee or the
Trust Administrator shall sell, dispose of, or substitute for any of the
Mortgage Loans, except in a disposition pursuant to (i) the foreclosure of a
Mortgage Loan, (ii) the bankruptcy of the Trust Fund, (iii) the termination of
any Trust REMIC created hereunder pursuant to Article X of this Agreement, (iv)
a substitution pursuant to Article II of this Agreement or (v) a repurchase of
Mortgage Loans pursuant to Article II of this Agreement, nor acquire any assets
for any Trust REMIC, nor sell or dispose of any investments in the Distribution
Account for gain, nor accept any contributions to any Trust REMIC after the
Closing Date, unless it has received an Opinion of Counsel (at the expense of
the party causing such sale, disposition, or substitution) that such
disposition, acquisition, substitution, or acceptance will not (a) affect
adversely the status of any Trust REMIC created hereunder as a REMIC or of the
interests therein other than the Residual Certificates as the regular interests
therein, (b) affect the distribution of interest or principal on the
Certificates, (c) result in the encumbrance of the assets transferred or
assigned to the Trust Fund (except pursuant to the provisions of this Agreement)
or (d) cause any Trust REMIC created hereunder to be subject to a tax on
prohibited transactions or prohibited contributions pursuant to the REMIC
Provisions.

Section 10.03.    Indemnification With Respect to Certain Taxes and Loss of
                  REMIC Status.

                  (a) In the event that any Trust REMIC fails to qualify as a
REMIC, loses its status as a REMIC, or incurs federal, state or local taxes as a
result of a prohibited transaction or prohibited contribution under the REMIC
Provisions due to the negligent performance by the Master Servicer of its duties
and obligations set forth herein or due to a breach of the Master Servicer's
covenants set forth in this Article X, the Master Servicer shall indemnify the
Trustee, the Trust Administrator and the Trust Fund against any and all losses,
claims, damages, liabilities or expenses ("Losses") resulting from such
negligence or breach; provided, however, that the Master Servicer shall not be
liable for any such Losses attributable to the action or inaction of the
Trustee, the Trust Administrator, the Depositor, the Servicer or any Holder of
Residual Certificates, as applicable, nor for any such Losses resulting from
misinformation provided by a Holder of Residual Certificates on which the Master
Servicer has relied. The foregoing shall not be deemed to limit or restrict the
rights and remedies of the Holders of Residual Certificates now or hereafter
existing at law or in equity. Notwithstanding the foregoing, however, in no
event



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shall the Master Servicer have any liability (1) for any action or omission that
is taken in accordance with and in compliance with the express terms of, or
which is expressly permitted by the terms of, this Agreement, (2) for any Losses
other than arising out of a negligent performance by the Master Servicer of its
duties and obligations set forth herein or out of a breach of the Master
Servicer's covenants set forth in this Article X and (3) for any special or
consequential damages to Certificateholders (in addition to payment of principal
and interest on the Certificates).

                  (b) In the event that any Trust REMIC fails to qualify as a
REMIC, loses its status as a REMIC, or incurs federal, state or local taxes as a
result of a prohibited transaction or prohibited contribution under the REMIC
Provisions due to the negligent performance by the Trustee or the Trust
Administrator of its duties and obligations set forth herein or due to a breach
of the Trustee's or Trust Administrator's covenants set forth in this Article X,
the Trustee or the Trust Administrator, as applicable, shall indemnify the Trust
Fund against any and all Losses resulting from such negligence or breach by it;
provided, however, that neither the Trustee nor the Trust Administrator shall be
liable for any such Losses attributable to the action or inaction of the
Servicer, the Master Servicer, the Depositor or a Holder of Residual
Certificates, as applicable, nor for any such Losses resulting from
misinformation provided by a Holder of Residual Certificates on which the
Trustee or the Trust Administrator has relied. The foregoing shall not be deemed
to limit or restrict the rights and remedies of the Holders of Residual
Certificate now or hereafter existing at law or in equity. Notwithstanding the
foregoing, however, in no event shall the Trustee or the Trust Administrator
have any liability (1) for any action or omission that is taken in accordance
with and in compliance with the express terms of, or which is expressly
permitted by the terms of, this Agreement, (2) for any Losses other than arising
out of a negligent performance by the Trustee or the Trust Administrator, as
applicable, of its duties and obligations set forth herein or out of a breach of
the Trustee's or Trust Administrator's covenants set forth in this Article X,
and (3) for any special or consequential damages to Certificateholders (in
addition to payment of principal and interest on the Certificates).

                                      123
<PAGE>

                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

Section 11.01.    Amendment.

                  This Agreement may be amended from time to time by the
Depositor, the Master Servicer, the Trust Administrator and the Trustee 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), (iii) to amend the
provisions of Section 4.07 or (iv) 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 adversely affect in any material respect the interests of any
Certificateholder, as evidenced by either (a) an Opinion of Counsel delivered to
the Trust Administrator or (b) written notice to the Depositor, the Master
Servicer, the Trust Administrator and the Trustee or other written evidence 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 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 Master Servicer, the Trust Administrator and the Trustee 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 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 Holders of any
Class of Certificates 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 Master 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, the
Trust Administrator shall not 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 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.

                                      124
<PAGE>

                  Promptly after the execution of any such amendment the Trust
Administrator shall notify each Certificateholder and make available to each
Certificateholder a copy of such amendment.

                  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, to the extent the Trustee or the Trust Administrator is
taking such action on behalf of the Certificateholders.

                  Notwithstanding the foregoing, the Master Servicer, the
Trustee or the Trust Administrator may, but none of them shall 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 Master Servicer at the expense of the Certificateholders, but
only upon direction of the Trustee or the Trust Administrator 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 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



                                      125
<PAGE>

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 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 to institute such action, suit or
proceeding in its own name as Trustee hereunder and shall have offered to the
Trustee such reasonable indemnity as it may require against the costs, expenses
and liabilities to be incurred therein or thereby, and the Trustee, 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 and the Trustee, 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
and the Trustee 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 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 hereafter be furnished to the Master
Servicer, the Trust Administrator and the Trustee in writing by the Depositor,
(b) in the case of the Master Servicer or the Trust Administrator, Wells Fargo
Bank, N.A., P.O. Box 98, Columbia, Maryland 21046, Attention: CMLTI 2004-HYB3
(telecopy number (410) 715-2380), with a copy to Wells Fargo Bank, N.A., 9062
Old Annapolis Road, Columbia, Maryland 21045, Attention: CMLTI 2004-HYB3
(telecopy number (410) 715-2380), with a copy to Wells Fargo Bank, N.A., Sixth
Street and Marquette Avenue, Minneapolis, Minnesota 55479, Attention: CMLTI
2004-HYB3, or such other address or telecopy number as may hereafter be
furnished to the Depositor and the Trustee in writing by the Master Servicer and
the Trust Administrator, and (c) in the case of the Trustee, HSBC Bank USA,
National Association, 452 Fifth Avenue, New York, NY 10018, Attention:



                                      126
<PAGE>

Issuer Services Dept., (telecopy number 212-525-1300), or such other address or
telecopy number as may hereafter be furnished to the Master 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 telecopid 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 each Rating Agency with respect to each of the following of
which it has actual knowledge:

                  (a) Any material change or amendment to this Agreement;

                  (b) The occurrence of any Master Servicer Event of Termination
that has not been cured or waived;

                  (c) The resignation or termination of, or the appointment of a
successor to, the Master Servicer, the Trust Administrator or the Trustee;

                  (d) The repurchase or substitution of Mortgage Loans pursuant
to or as contemplated by Section 2.03;

                  (e) The final payment to the Holders of any Class of
Certificates;

                  (f) Any change in the location of the Master Servicer
Collection Account or the Distribution Account;

                  (g) Any event that would result in the inability of the
Trustee, were it to succeed as Master Servicer, to make advances regarding
delinquent Mortgage Loans to the same extent the Master Servicer is required to
make such advances as provided in Section 4.03; and

                  (h) The filing of any claim under the Master Servicer's
blanket bond and errors and omissions insurance policy required hereunder or the
cancellation or material modification of coverage under any such instrument.

                  In addition, the Trust Administrator shall promptly make
available to the Rating Agency copies of each report to Certificateholders
described in Section 4.02 and the Master

                                      127
<PAGE>

Servicer shall promptly furnish or cause to be furnished to each Rating Agency
copies of the following:

                  1. Each annual statement as to compliance described in Section
3.16; and

                  2. Each annual independent public accountants' servicing
report described in Section 3.17.

                  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, a division of the McGraw-Hill Companies, Inc., 55 Water
Street, New York, New York 10004 and Moody's Investors Service, Inc, 99 Church
Street, New York, New York 10007, Attention: Residential Mortgage Surveillance
Group, 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, 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 Master Servicer 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

                                      128
<PAGE>

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.    Duties of Trust Fund as Owner of Mortgage Loans under
                  Servicing Agreements.

                  To the extent the Trust Fund has any duties or obligations
under the Servicing Agreements or is otherwise asked to perform under such
Servicing Agreements, the Master Servicer (or the Custodian with respect to any
custody-related matter) shall perform any such duties or obligations relating to
the Mortgage Loans being serviced thereunder, and the Trustee shall perform any
such duties and obligations relating to (i) enforcement of any duties and
obligations of the assignor under any Assignment, Assumption and Recognition
Agreement, (ii) to financial obligations of the Trust Fund, which obligations
shall be paid solely by the Trustee on behalf of the Trust Fund out of the
assets of the Trust Fund (except for expenses and disbursements incurred or made
by the Trustee in connection therewith, including the compensation and the
expenses and disbursements of its agents and counsel, in the ordinary course of
the Trustee's performance in accordance with the provisions of this Agreement)
and (iii) any other such duties or obligations which must be performed by the
legal owner of the Trust Fund, such as, by way of illustration, execution of any
release of any mortgages upon the sale or other disposition of the related
mortgage loan. With respect to any additional duties or obligations of the Trust
Fund under the Servicing agreements, the Master Servicer, Custodian, Trust
Administrator and Trustee will together, in good faith, determine which party is
best suited to perform such obligation or duty. For the avoidance of doubt, this
Agreement has generally established which obligations under the Servicing
Agreements the Trustee, the Master Servicer, the Trust Administrator and the
Custodian will perform on behalf of the Trust Fund, and it is the intention of
the parties hereto that the Servicing Agreements shall be interpreted in a like
manner.

Section 11.11.    Duties of Custodian.

                  Wherever in this Agreement the Trustee is obligated to perform
custody-related functions or to cause the related Custodian to perform such
functions, the Trustee hereby agrees to so cause the related Custodian to
perform such functions to the extent the applicable Custodian is required to
perform the same under the applicable custodial agreement, and (ii) wherever in
the applicable custodial agreement the Trustee (as the successor owner of such
Mortgage Loan under such custodial agreement) is required to give any direction
required to be given by the owner of such Mortgage Loan thereunder, the Trustee
hereby agrees to give such direction. In addition, the Trust Administrator
agrees to pay the fees (and ordinary expenses of the kind not reimbursable
pursuant to Section 8.05 hereof) of the related Custodian, from out of its
Administration Fees or from its own funds, in either such case without right of
reimbursement from the Trust Fund or any other party to this Agreement.



                                      129
<PAGE>


                  IN WITNESS WHEREOF, the Depositor, the Master 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/ Peter Steinmetz
                                --------------------------------------
                             Name:     Peter Steinmetz
                             Title:


                             WELLS FARGO BANK, N.A.,
                               as Master Servicer

                             By:   /s/ Peter A. Gobell
                                --------------------------------------
                             Name:     Peter A. Gobell
                             Title:    Vice President


                             WELLS FARGO BANK, N.A.,
                             as Trust Administrator

                             By:   /s/ Peter A. Gobell
                                --------------------------------------
                             Name:     Peter A. Gobell
                             Title:    Vice President


                             HSBC BANK USA, NATIONAL ASSOCIATION,
                             as Trustee


                             By: /s/ Wendy Zhang
                                --------------------------------------
                             Name:   Wendy Zhang
                             Title:  Assistant Vice President


<PAGE>


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


                  On the __ day of September 2004, 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 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 September 2004, 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                   )
                           ) ss.:
COUNTY OF                  )


                  On the ____ day of September 2004, 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                   )
                           ) ss.:
COUNTY OF ________         )


                  On the ___ day of September 2004, before me, a notary public
in and for said State, personally appeared ______________, known to me to be a
________________ of HSBC Bank USA, 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 I-A 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").

<TABLE>
<CAPTION>
<S>                                              <C>
Series 2004-HYB3                                 Aggregate Certificate Principal Balance of
                                                 the Class I-A Certificates as of the Issue Date:
Pass-Through Rate: Variable                      $ 294,086,000.00

Cut-off Date and date of Pooling and             Denomination: $ 294,086,000.00
Servicing Agreement: September 1, 2004
                                                 Master Servicer: Wells Fargo Bank, N.A.
First Distribution Date: October 25, 2004
                                                 Trust Administrator: Wells Fargo Bank, N.A.
No. 1
                                                 Trustee: HSBC Bank USA, National Association

                                                 Issue Date: September 30, 2004

                                                 CUSIP: 17307G JX 7
</TABLE>

         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.




                                     A-1-1
<PAGE>



                        MORTGAGE 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, adjustable-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 MASTER
         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 I-A Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class I-A 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 Master 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 I-A 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 Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trustee 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 Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Trustee for that purpose as provided in the
Agreement.



                                     A-1-2
<PAGE>


                  This Certificate is one of a duly authorized issue of
Certificates designated as Mortgage 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 Master Servicer, the Trust Administrator, the
Trustee, and the rights of the Certificateholders under the Agreement at any
time by the Depositor, the Master Servicer, the Trust Adminstrator 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 Trustee 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
Trustee 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 Trustee 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 Master Servicer, the Trust Administrator,
the Trustee and any agent of the Depositor, the Master 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 Master Servicer, the Trust Administrator, the Trustee nor any such agent
shall be affected by notice to the contrary.



                                     A-1-3
<PAGE>


                  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 Trustee 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
5% 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 Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.




                                     A-1-4
<PAGE>





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

Dated: September __, 2004

                                        CITIGROUP MORTGAGE LOAN TRUST
                                        2004-HYB3

                                        WELLS FARGO BANK, N.A., not in its
                                             individual capacity, but solely as
                                             Trust Administrator


                                        By: ____________________________________
                                                 Authorized Officer




                          CERTIFICATE OF AUTHENTICATION
                          -----------------------------

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

                                        CITIGROUP MORTGAGE LOAN TRUST
                                        2004-HYB3

                                        WELLS FARGO BANK, N.A., not in its
                                              individual capacity, but solely 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
JT TEN - as joint tenants with right                         to Minors Act
         if survivorship and not as                          ___________________
         tenants in common                                         (State)

     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 Mortgage 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



                                     A-1-6
<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.




                                     A-1-7
<PAGE>


                                   EXHIBIT A-2
                                   -----------

                         FORM OF CLASS II-A 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").

         INTERNAL REVENUE CODE OF 1986 (THE "CODE").

<TABLE>
<CAPTION>
<S>                                              <C>
Series 2004-HYB3                                 Aggregate Certificate Principal Balance of
                                                 the Class II-A Certificates as of the Issue Date:
Pass-Through Rate: Variable                      $ 58,707,000.00

Cut-off Date and date of Pooling and             Denomination: 58,707,000.00
Servicing Agreement: September 1, 2004
                                                 Master Servicer: Wells Fargo Bank, N.A.
First Distribution Date: October 25, 2004
                                                 Trust Administrator: Wells Fargo Bank, N.A.
No. 1
                                                 Trustee: HSBC Bank USA, National Association

                                                 Issue Date: September 30, 2004

                                                 CUSIP: 17307G JY 5
</TABLE>






                                     A-2-1
<PAGE>



         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.

                        MORTGAGE 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, adjustable-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 MASTER
         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 II-A Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class II-A 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 Master 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 II-A 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 Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trustee in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date




                                     A-2-2
<PAGE>



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 Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Trustee for that purpose as provided in the
Agreement.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Mortgage 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 Master Servicer, the Trust Administrator, the
Trustee, and the rights of the Certificateholders under the Agreement at any
time by the Depositor, the Master Servicer, the Trust Adminstrator 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 Trustee 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
Trustee 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 Trustee 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.



                                     A-2-3
<PAGE>


                  The Depositor, the Master Servicer, the Trust Administrator,
the Trustee and any agent of the Depositor, the Master 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 Master 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 Trustee 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
5% 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 Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.




                                     A-2-4
<PAGE>



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

Dated: September __, 2004

                                        CITIGROUP MORTGAGE LOAN TRUST
                                        2004-HYB3

                                        WELLS FARGO BANK, N.A., not in its
                                             individual capacity, but solely as
                                             Trust Administrator


                                        By: ____________________________________
                                                 Authorized Officer




                          CERTIFICATE OF AUTHENTICIATION
                          ------------------------------

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

                                        CITIGROUP MORTGAGE LOAN TRUST
                                        2004-HYB3

                                        WELLS FARGO BANK, N.A., not in its
                                              individual capacity, but solely 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
JT TEN - as joint tenants with right                         to Minors Act
         if survivorship and not as                          ___________________
         tenants in common                                         (State)

     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 Mortgage 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




                                     A-2-6
<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.




                                     A-2-7
<PAGE>




                                   EXHIBIT A-3
                                   -----------

                         FORM OF CLASS III-A 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").

<TABLE>
<CAPTION>
<S>                                              <C>
Series 2004-HYB3                                 Aggregate Certificate Principal Balance of
                                                 the Class II-A Certificates as of the Issue Date:
Pass-Through Rate: Variable                      $ 38,727,000.00

Cut-off Date and date of Pooling and             Denomination:  $38,727,000.00
Servicing Agreement: September 1, 2004
                                                 Master Servicer: Wells Fargo Bank, N.A.
First Distribution Date: October 25, 2004
                                                 Trust Administrator: Wells Fargo Bank, N.A.
No. 1
                                                 Trustee: HSBC Bank USA, National Association

                                                 Issue Date: September 30, 2004

                                                 CUSIP:17307G JZ 2
</TABLE>

         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.



                                     A-3-1
<PAGE>


                        MORTGAGE 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, adjustable-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 MASTER
         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 III-A Certificates
as of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class III-A 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 Master 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 III-A 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 Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trustee 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 Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Trustee for that purpose as provided in the
Agreement.



                                     A-3-2
<PAGE>


                  This Certificate is one of a duly authorized issue of
Certificates designated as Mortgage 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 Master Servicer, the Trust Administrator, the
Trustee, and the rights of the Certificateholders under the Agreement at any
time by the Depositor, the Master Servicer, the Trust Adminstrator 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 Trustee 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
Trustee 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 Trustee 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 Master Servicer, the Trust Administrator,
the Trustee and any agent of the Depositor, the Master 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 Master Servicer, the Trust Administrator, the Trustee nor any such agent
shall be affected by notice to the contrary.



                                     A-3-3
<PAGE>


                  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 Trustee 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
5% 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 Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.




                                     A-3-4
<PAGE>





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

Dated: September __, 2004

                                        CITIGROUP MORTGAGE LOAN TRUST
                                        2004-HYB3

                                        WELLS FARGO BANK, N.A., not in its
                                             individual capacity, but solely as
                                             Trust Administrator


                                        By: ____________________________________
                                                 Authorized Officer




                          CERTIFICATE OF AUTHENTICIATION
                          ------------------------------

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

                                        CITIGROUP MORTGAGE LOAN TRUST
                                        2004-HYB3

                                        WELLS FARGO BANK, N.A., not in its
                                              individual capacity, but solely 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
JT TEN - as joint tenants with right                         to Minors Act
         if survivorship and not as                          ___________________
         tenants in common                                         (State)

     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 Mortgage 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




                                     A-3-6
<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.




                                     A-3-7
<PAGE>




                                   EXHIBIT A-4
                                   -----------

                          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 SENIOR CERTIFICATES TO
         THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
         REFERRED TO HEREIN.

         ANY PURCHASER OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE
         MADE THE REPRESENTATION SET FORTH IN SECTION 5.02(c) OF THE
         AGREEMENT.




                                     A-5-1
<PAGE>




<TABLE>
<CAPTION>
<S>                                              <C>
Series 2004-HYB3                                 Aggregate Certificate Principal Balance of
                                                 the Class M-1 Certificates as of the Issue Date:
Pass-Through Rate: Variable                      $ 2,447,000.00

Cut-off Date and date of Pooling and             Denomination: $ 2,447,000.00
Servicing Agreement: September 1, 2004
                                                 Master Servicer: Wells Fargo Bank, N.A.
First Distribution Date: October 25, 2004
                                                 Trust Administrator: Wells Fargo Bank, N.A.
No. 1
                                                 Trustee: HSBC Bank USA, National Association

                                                 Issue Date: September 30, 2004

                                                 CUSIP:17307G KA 5
</TABLE>

         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.




                                     A-5-2
<PAGE>



                        MORTGAGE 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, adjustable-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 MASTER
         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 Master 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 Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trustee 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 Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Trustee for that purpose as provided in the
Agreement.



                                     A-5-3
<PAGE>


                  This Certificate is one of a duly authorized issue of
Certificates designated as Mortgage 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 Master Servicer, the Trust Administrator, the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Master 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 purchaser of this Certificate shall be deemed to have made
the representation set forth in section 5.02 (c) of the Agreement.

                  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 Trustee 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
Trustee 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 Trustee 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 Master Servicer, the Trust Administrator,
the Trustee and any agent of the Depositor, the Master Servicer, the Trust
Administrator or the Trustee may treat the



                                     A-5-4
<PAGE>



Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Master 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 Trustee 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
5% 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 Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.





                                     A-5-5
<PAGE>



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

Dated: September __, 2004

                                        CITIGROUP MORTGAGE LOAN TRUST
                                        2004-HYB3

                                        WELLS FARGO BANK, N.A., not in its
                                             individual capacity, but solely as
                                             Trust Administrator


                                        By: ____________________________________
                                                 Authorized Officer




                          CERTIFICATE OF AUTHENTICIATION
                          ------------------------------

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

                                        CITIGROUP MORTGAGE LOAN TRUST
                                        2004-HYB3

                                        WELLS FARGO BANK, N.A., not in its
                                              individual capacity, but solely 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
JT TEN - as joint tenants with right                         to Minors Act
         if survivorship and not as                          ___________________
         tenants in common                                         (State)

     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 Mortgage 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




                                     A-4-7
<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.





                                     A-4-8
<PAGE>




                                   EXHIBIT A-5
                                   -----------

                          FORM OF CLASS B-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 SENIOR CERTIFICATES
         AND THE MEZZANINE CERTIFICATES TO THE EXTENT DESCRIBED IN THE
         POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

         ANY PURCHASER OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE
         MADE THE REPRESENTATION SET FORTH IN SECTION 5.02(c) OF THE
         AGREEMENT.




                                     A-5-1
<PAGE>





<TABLE>
<CAPTION>
<S>                                              <C>
Series 2004-HYB3                                 Aggregate Certificate Principal Balance of
                                                 the Class B-1 Certificates as of the Issue Date:
Pass-Through Rate: Variable                      $ 5,302,000.00

Cut-off Date and date of Pooling and             Denomination: $ 5,302,000.00
Servicing Agreement: September 1, 2004
                                                 Master Servicer: Wells Fargo Bank, N.A.
First Distribution Date: October 25, 2004
                                                 Trust Administrator: Wells Fargo Bank, N.A.
No. 1
                                                 Trustee: HSBC Bank USA, National Association

                                                 Issue Date: September 30, 2004

                                                 CUSIP: 17307G KB 3
</TABLE>

         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.




                                     A-5-2
<PAGE>



                        MORTGAGE 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, adjustable-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 MASTER
         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 B-1 Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class B-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 Master 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 B-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 Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trustee 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 Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Trustee for that purpose as provided in the
Agreement.



                                     A-5-3
<PAGE>


                  This Certificate is one of a duly authorized issue of
Certificates designated as Mortgage 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 Master Servicer, the Trust Administrator, the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Master 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 purchaser of this Certificate shall be deemed to have made
the representation set forth in section 5.02 (c) of the Agreement.

                  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 Trustee 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
Trustee 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 Trustee 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 Master Servicer, the Trust Administrator,
the Trustee and any agent of the Depositor, the Master Servicer, the Trust
Administrator or the Trustee may treat the



                                     A-5-4
<PAGE>



Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Master 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 Trustee 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
5% 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 Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.





                                     A-5-5
<PAGE>



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

Dated: September __, 2004

                                        CITIGROUP MORTGAGE LOAN TRUST
                                        2004-HYB3

                                        WELLS FARGO BANK, N.A., not in its
                                             individual capacity, but solely as
                                             Trust Administrator


                                        By: ____________________________________
                                                 Authorized Officer




                          CERTIFICATE OF AUTHENTICIATION
                          ------------------------------

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

                                        CITIGROUP MORTGAGE LOAN TRUST
                                        2004-HYB3

                                        WELLS FARGO BANK, N.A., not in its
                                              individual capacity, but solely 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
JT TEN - as joint tenants with right                         to Minors Act
         if survivorship and not as                          ___________________
         tenants in common                                         (State)

     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 Mortgage 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




                                     A-5-7
<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.




                                     A-5-8
<PAGE>



                                   EXHIBIT A-6
                                   -----------

                          FORM OF CLASS B-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 SENIOR CERTIFICATES,
         THE MEZZANINE CERTIFICATES AND THE CLASS B-1 CERTIFICATE TO
         THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
         REFERRED TO HEREIN.

         ANY PURCHASER OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE
         MADE THE REPRESENTATION SET FORTH IN SECTION 5.02(c) OF THE
         AGREEMENT.



<PAGE>




<TABLE>
<CAPTION>
<S>                                              <C>
Series 2004-HYB3                                 Aggregate Certificate Principal Balance of
                                                 the Class B-2 Certificates as of the Issue Date:
Pass-Through Rate: Variable                      $ 3,670,000.00

Cut-off Date and date of Pooling and             Denomination: $ 3,670,000.00
Servicing Agreement: September 1, 2004
                                                 Master Servicer: Wells Fargo Bank, N.A.
First Distribution Date: October 25, 2004
                                                 Trust Administrator: Wells Fargo Bank, N.A.
No. 1
                                                 Trustee: HSBC Bank USA, National Association

                                                 Issue Date: September 30, 2004

                                                 CUSIP: 17307G  KC 1
</TABLE>

         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.




                                     A-6-2
<PAGE>



                        MORTGAGE 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, adjustable-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 MASTER
         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 B-2 Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class B-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 Master 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 B-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 Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trustee 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 Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Trustee for that purpose as provided in the
Agreement.



                                     A-6-3
<PAGE>


                  This Certificate is one of a duly authorized issue of
Certificates designated as Mortgage 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 Master Servicer, the Trust Administrator, the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Master 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 purchaser of this Certificate shall be deemed to have made
the representation set forth in section 5.02(c) of the Agreement.

                  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 Trustee 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
Trustee 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 Trustee 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 Master Servicer, the Trust Administrator,
the Trustee and any agent of the Depositor, the Master Servicer, the Trust
Administrator or the Trustee may treat the



                                     A-6-4
<PAGE>



Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Master 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 Trustee 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
5% 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 Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.




                                     A-6-5
<PAGE>



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

Dated: September __, 2004

                                        CITIGROUP MORTGAGE LOAN TRUST
                                        2004-HYB3

                                        WELLS FARGO BANK, N.A., not in its
                                             individual capacity, but solely as
                                             Trust Administrator


                                        By: ____________________________________
                                                 Authorized Officer




                          CERTIFICATE OF AUTHENTICIATION
                          ------------------------------

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

                                        CITIGROUP MORTGAGE LOAN TRUST
                                        2004-HYB3

                                        WELLS FARGO BANK, N.A., not in its
                                              individual capacity, but solely 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
JT TEN - as joint tenants with right                         to Minors Act
         if survivorship and not as                          ___________________
         tenants in common                                         (State)

     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 Mortgage 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




                                     A-6-7
<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.




                                     A-6-8
<PAGE>




                                   EXHIBIT A-7
                                   -----------

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

         ANY PURCHASER OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE
         MADE THE REPRESENTATION SET FORTH IN SECTION 5.02(c) OF THE
         AGREEMENT.




                                     A-7-1
<PAGE>





<TABLE>
<CAPTION>
<S>                                              <C>
Series 2004-HYB3                                 Aggregate Certificate Principal Balance of
                                                 the Class B-3 Certificates as of the Issue Date:
Pass-Through Rate: Variable                      $ 2,040,000.00

Cut-off Date and date of Pooling and             Denomination: $ 2,040,000.00
Servicing Agreement: September 1, 2004
                                                 Master Servicer: Wells Fargo Bank, N.A.
First Distribution Date: October 25, 2004
                                                 Trust Administrator: Wells Fargo Bank, N.A.
No. 1
                                                 Trustee: HSBC Bank USA, National Association

                                                 Issue Date: September 30, 2004

                                                 CUSIP: 17307G KD 9
</TABLE>

         DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL
         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.




                                     A-7-2
<PAGE>



                        MORTGAGE 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, adjustable-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 MASTER
         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 B-3 Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class B-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 Master 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 B-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 Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trustee 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 Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Trustee for that purpose as provided in the
Agreement.



                                     A-7-3
<PAGE>


                  This Certificate is one of a duly authorized issue of
Certificates designated as Mortgage 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 Master Servicer, the Trustee and the rights of
the Certificateholders under the Agreement at any time by the Depositor, the
Master Servicer 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 purchaser of this Certificate shall be deemed to have made
the representation set forth in section 5.02(c) of the Agreement.

                  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 Trustee 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
Trustee 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 Trustee 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 Master Servicer, the Trust Administrator,
the Trustee and any agent of the Depositor, the Master Servicer, the Trust
Administrator or the Trustee may treat the



                                     A-7-4
<PAGE>



Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Master 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 Trustee 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
5% 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 Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.




                                     A-7-5
<PAGE>



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

Dated: September __, 2004

                                        CITIGROUP MORTGAGE LOAN TRUST
                                        2004-HYB3

                                        WELLS FARGO BANK, N.A., not in its
                                             individual capacity, but solely as
                                             Trust Administrator


                                        By: ____________________________________
                                                 Authorized Officer




                          CERTIFICATE OF AUTHENTICIATION
                          ------------------------------

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

                                        CITIGROUP MORTGAGE LOAN TRUST
                                        2004-HYB3

                                        WELLS FARGO BANK, N.A., not in its
                                              individual capacity, but solely 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
JT TEN - as joint tenants with right                         to Minors Act
         if survivorship and not as                          ___________________
         tenants in common                                         (State)

     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 Mortgage 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




                                     A-7-7
<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.





                                     A-7-8
<PAGE>




                                   EXHIBIT A-8
                                   -----------

                          FORM OF CLASS B-4 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 SENIOR CERTIFICATES,
         THE CLASS M-1 CERTIFICATES, THE CLASS B-1 CERTIFICATES, THE
         CLASS B-2 CERTIFICATES AND THE CLASS B-3 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.




                                     A-8-1
<PAGE>




<TABLE>
<CAPTION>
<S>                                              <C>
Series 2004-HYB3                                 Aggregate Certificate Principal Balance of
                                                 the Class B-4 Certificates as of the Issue Date:
Pass-Through Rate: Variable                      $ 815,000.00

Cut-off Date and date of Pooling and             Denomination: $815,000.00
Servicing Agreement: September 1, 2004
                                                 Master Servicer: Wells Fargo Bank, N.A.
First Distribution Date: October 25, 2004
                                                 Trust Administrator: Wells Fargo Bank, N.A.
No. 1
                                                 Trustee: HSBC Bank USA, National Association

                                                 Issue Date: September 30, 2004

                                                 CUSIP: 17307G KF 4
</TABLE>

         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.





                                     A-8-2
<PAGE>



                        MORTGAGE 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, adjustable-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 MASTER
         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
B-4 Certificates as of the Issue Date) in that certain beneficial ownership
interest evidenced by all the Class B-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
Master 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 B-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 Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trustee 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 Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Trustee for that purpose as provided in the
Agreement.




                                     A-8-3
<PAGE>


                  This Certificate is one of a duly authorized issue of
Certificates designated as Mortgage 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 Master Servicer, the Trustee and the rights of
the Certificateholders under the Agreement at any time by the Depositor, the
Master Servicer 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 Trustee 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
Trustee 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 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 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 Master 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




                                     A-8-4
<PAGE>



such Holder's prospective transferee upon which such Opinion of Counsel is
based. None of the Depositor or the Trustee 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 Depositor, the Trust
Administrator and the Master 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(c) 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 Trustee 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 Master Servicer, the Trust Administrator,
the Trustee and any agent of the Depositor, the Master 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 Master 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 Trustee 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
5% 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.




                                     A-8-5
<PAGE>


                  Unless the certificate of authentication hereon has been
executed by the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.






                                     A-8-6
<PAGE>




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

Dated: September __, 2004

                                        CITIGROUP MORTGAGE LOAN TRUST 2004-HYB3

                                        WELLS FARGO BANK, N.A., not in its
                                             individual capacity, but solely as
                                             Trust Administrator


                                        By: ____________________________________
                                                     Authorized Officer




                          CERTIFICATE OF AUTHENTICIATION
                          ------------------------------

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

                                        CITIGROUP MORTGAGE LOAN TRUST 2004-HYB3

                                        WELLS FARGO BANK, N.A., not in its
                                             individual capacity, but solely 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
JT TEN - as joint tenants with right                         to Minors Act
         if survivorship and not as                          ___________________
         tenants in common                                         (State)

     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 Mortgage 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




                                     A-8-8
<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.





                                     A-8-9
<PAGE>




                                   EXHIBIT A-9
                                   -----------

                          FORM OF CLASS B-5 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 SENIOR CERTIFICATES,
         THE CLASS M-1 CERTIFICATES, THE CLASS B-1 CERTIFICATES, THE
         CLASS B-2 CERTIFICATES, THE CLASS B-3 CERTIFICATES AND THE
         CLASS B-4 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.




                                     A-9-1
<PAGE>




<TABLE>
<CAPTION>
<S>                                              <C>
Series 2004-HYB3                                 Aggregate Certificate Principal Balance of
                                                 the Class B-5 Certificates as of the Issue Date:
Pass-Through Rate: Variable                      $ 1,224,000.00

Cut-off Date and date of Pooling and             Denomination: $ 1,224,000.00
Servicing Agreement: September 1, 2004
                                                 Master Servicer: Wells Fargo Bank, N.A.
First Distribution Date: October 25, 2004
                                                 Trust Administrator: Wells Fargo Bank, N.A.
No. 1
                                                 Trustee: HSBC Bank USA, National Association

                                                 Issue Date: September 30, 2004

                                                 CUSIP: 17307G KG 2
</TABLE>

         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.




                                     A-9-2
<PAGE>



                        MORTGAGE 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, adjustable-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 MASTER
         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
B-5 Certificates as of the Issue Date) in that certain beneficial ownership
interest evidenced by all the Class B-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
Master 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 B-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 Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trustee 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 Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Trustee for that purpose as provided in the
Agreement.




                                     A-9-3
<PAGE>


                  This Certificate is one of a duly authorized issue of
Certificates designated as Mortgage 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 Master Servicer, the Trustee, and the rights
of the Certificateholders under the Agreement at any time by the Depositor, the
Master Servicer 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 Trustee 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
Trustee 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 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 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, 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 Master 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



                                     A-9-4
<PAGE>



such Holder's prospective transferee upon which such Opinion of Counsel is
based. None of the Depositor or the Trustee 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 Depositor, the Trust
Administrator and the Master 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(c) 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 Trustee 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 Master Servicer, the Trust Administrator,
the Trustee and any agent of the Depositor, the Master 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 Master 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 Trustee 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
5% 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.



                                     A-9-5
<PAGE>


                  Unless the certificate of authentication hereon has been
executed by the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.






                                     A-9-6
<PAGE>



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

Dated: September __, 2004

                                        CITIGROUP MORTGAGE LOAN TRUST 2004-HYB3

                                        WELLS FARGO BANK, N.A., not in its
                                             individual capacity, but solely as
                                             Trust Administrator

                                        By: ____________________________________
                                                    Authorized Officer




                          CERTIFICATE OF AUTHENTICIATION
                          ------------------------------

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

                                        CITIGROUP MORTGAGE LOAN TRUST 2004-HYB3

                                        WELLS FARGO BANK, N.A., not in its
                                             individual capacity, but solely 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
JT TEN - as joint tenants with right                         to Minors Act
         if survivorship and not as                          ___________________
         tenants in common                                         (State)

     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 Mortgage 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




                                     A-9-8
<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.





                                     A-9-9
<PAGE>




                                  EXHIBIT A-10
                                  ------------

                          FORM OF CLASS B-6 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 SENIOR CERTIFICATES,
         THE CLASS M-1 CERTIFICATES, THE CLASS B-1 CERTIFICATES, THE
         CLASS B-2 CERTIFICATES, THE CLASS B-3 CERTIFICATES, THE CLASS
         B-4 CERTIFICATES AND THE CLASS B-5 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.




                                     A-10-1
<PAGE>




<TABLE>
<CAPTION>
<S>                                              <C>
Series 2004-HYB3                                 Aggregate Certificate Principal Balance of
                                                 the Class B-6 Certificates as of the Issue Date:
Pass-Through Rate: Variable                      $ 815,998.95

Cut-off Date and date of Pooling and             Denomination: $ 815,998.95
Servicing Agreement: September 1, 2004
                                                 Master Servicer: Wells Fargo Bank, N.A.
First Distribution Date: October 25, 2004
                                                 Trust Administrator: Wells Fargo Bank, N.A.
No. 1
                                                 Trustee: HSBC Bank USA, National Association

                                                 Issue Date: September 30, 2004

                                                 CUSIP: 17307G KH 0
</TABLE>

         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.




                                     A-10-2
<PAGE>



                        MORTGAGE 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, adjustable-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 MASTER
         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
B-6 Certificates as of the Issue Date) in that certain beneficial ownership
interest evidenced by all the Class B-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
Master 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 B-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 Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trustee 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 Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Trustee for that purpose as provided in the
Agreement.



                                     A-10-3
<PAGE>


                  This Certificate is one of a duly authorized issue of
Certificates designated as Mortgage 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 Master Servicer, the Trust Administrator, the
Trustee, and the rights of the Certificateholders under the Agreement at any
time by the Depositor, the Master 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 Trustee 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
Trustee 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 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 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, 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 Master 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



                                     A-10-4
<PAGE>



such Holder's prospective transferee upon which such Opinion of Counsel is
based. None of the Depositor or the Trustee 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 Depositor, the Trust
Administrator and the Master 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(c) 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 Trustee 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 Master Servicer, the Trust Administrator,
the Trustee and any agent of the Depositor, the Master 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 Master 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 Trustee 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
5% 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.



                                     A-10-5
<PAGE>



                  Unless the certificate of authentication hereon has been
executed by the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.






                                     A-10-6
<PAGE>



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

Dated: September __, 2004

                                        CITIGROUP MORTGAGE LOAN TRUST 2004-HYB3

                                        WELLS FARGO BANK, N.A., not in its
                                                 individual capacity, but solely
                                                 as Trust Administrator


                                        By: ____________________________________
                                                      Authorized Officer




                          CERTIFICATE OF AUTHENTICIATION
                          ------------------------------

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

                                        CITIGROUP MORTGAGE LOAN TRUST 2004-HYB3

                                        WELLS FARGO BANK, N.A., not in its
                                                 individual capacity, but solely
                                                 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
JT TEN - as joint tenants with right                         to Minors Act
         if survivorship and not as                          ___________________
         tenants in common                                         (State)

     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 Mortgage 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




                                     A-10-8
<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.





                                     A-10-9
<PAGE>




                                  EXHIBIT A-11
                                  ------------

                           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 (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 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 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



                                     A-11-1
<PAGE>



         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 POOLING AND SERVICING AGREEMENT REFERRED TO
         HEREIN. ANY PERSON THAT IS A DISQUALIFIED ORGANIZATION IS
         PROHIBITED FROM ACQUIRING BENEFICIAL OWNERSHIP OF THIS
         CERTIFICATE.


<TABLE>
<CAPTION>
<S>                                              <C>
Series 2004-HYB3                                 Aggregate Certificate Principal Balance of
                                                 the Class R Certificates as of the Issue Date:
Pass-Through Rate: Variable                      $100.00

Cut-off Date and date of Pooling and             Denomination: $100.00
Servicing Agreement: September 1, 2004
                                                 Master Servicer: Wells Fargo Bank, N.A.
First Distribution Date: October 25, 2004
                                                 Trust Administrator: Wells Fargo Bank, N.A.
No. 1
                                                 Trustee: HSBC Bank USA, National Association

                                                 Issue Date: September 30, 2004
</TABLE>





                                     A-11-2
<PAGE>



                        MORTGAGE 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, adjustable-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 MASTER
         SERVICER, 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 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
Master 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 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 Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trustee 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 Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Trustee for that purpose as provided in the
Agreement.



                                     A-11-3
<PAGE>


                  This Certificate is one of a duly authorized issue of
Certificates designated as Mortgage 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 Master Servicer and the Trustee and the rights
of the Certificateholders under the Agreement at any time by the Depositor, the
Master Servicer 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 Trustee 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
Trustee 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(c) 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 Trustee 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.



                                     A-11-4
<PAGE>


                  Prior to registration of any transfer, sale or other
disposition of this Certificate, the proposed transferee shall provide to the
Trustee (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 a REMIC, (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 the
REMIC.

                  The Depositor, the Master Servicer, the Trustee and any agent
of the Depositor, the Master Servicer 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 Master Servicer, 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 Trustee 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
5% 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.



                                     A-11-5
<PAGE>


                  Unless the certificate of authentication hereon has been
executed by the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.







                                     A-11-6
<PAGE>



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

Dated: September __, 2004

                                        CITIGROUP MORTGAGE LOAN TRUST 2004-HYB3

                                        WELLS FARGO BANK, N.A., not in its
                                             individual capacity, but solely as
                                             Trust Administrator


                                        By: ____________________________________
                                                   Authorized Officer




                          CERTIFICATE OF AUTHENTICIATION
                          ------------------------------

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

                                        CITIGROUP MORTGAGE LOAN TRUST 2004-HYB3

                                        WELLS FARGO BANK, N.A., not in its
                                             individual capacity, but solely 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
JT TEN - as joint tenants with right                         to Minors Act
         if survivorship and not as                          ___________________
         tenants in common                                         (State)

     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 Mortgage 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




                                     A-11-8
<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.





                                     A-11-9
<PAGE>





                                    EXHIBIT B
                                    ---------

          FORM OF EACH ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

                               See Tabs 9, 10 & 11













                                       B-1
<PAGE>



                                   EXHIBIT C-1
                                   -----------

                     FORM OF TRUSTEE'S INITIAL CERTIFICATION

                                                              ____________, 2004

Citigroup Mortgage Loan Trust Inc.
390 Greenwich Street, 4th Floor
New York, New York 10013

         Re:      Pooling and Servicing Agreement, dated as of September 1,
                  2004, among Citigroup Mortgage Loan Trust Inc., Wells Fargo
                  Bank, N.A. as master servicer and trust administrator and HSBC
                  Bank USA, National Association as Trustee, Mortgage
                  Pass-through Certificates, Series 2004-HYB3
                  --------------------------------------------------------------

Ladies and Gentlemen:

                  Attached is the Trustee's preliminary exceptions in accordance
with Section 2.02 of the referenced Pooling and Servicing Agreement (the
"Pooling and Servicing Agreement"). Capitalized terms used but not otherwise
defined herein shall have the meanings ascribed to them in the Pooling and
Servicing Agreement.

                  As to each Mortgage Loan listed in the Mortgage Loan Schedule
(other than any Mortgage Loan paid in full or any Mortgage Loan specifically
identified in the exception report annexed thereto as not being covered by such
certification), (i) all documents required to be delivered to it pursuant
Section 2.01 of the Agreement are in its possession, (ii) such documents have
been reviewed by it and have not been mutilated, damaged or torn and relate to
such Mortgage Loan and (iii) based on its examination and only as to the
foregoing, the information set forth in the Mortgage Loan Schedule that
corresponds to items (i), (iii) and (xiv) of the Mortgage Loan Schedule
accurately reflects information set forth in the Mortgage File.

                  The Trustee is under no duty or obligation to inspect, review
or examine any such documents, instruments, certificates or other papers to
determine that they are genuine, enforceable, or appropriate for the represented
purpose or that they have actually been recorded or that they are other than
what they purport to be on their face.

                                        HSBC BANK USA, NATIONAL ASSOCIATION,
                                        as Trustee


                                        By: __________________________________
                                        Name:
                                        Title:




                                      C-1-1
<PAGE>



                                   EXHIBIT C-2
                                   -----------

                      FORM OF TRUSTEE'S FINAL CERTIFICATION

                                                              [Date]

Citigroup Mortgage Loan Trust Inc.
390 Greenwich Street, 4th Floor
New York, NY 10013


         Re:      Pooling and Servicing Agreement, dated as of September 1,
                  2004, among Citigroup Mortgage Loan Trust Inc., Wells Fargo
                  Bank, N.A. as master servicer and trust administrator, HSBC
                  Bank USA, National Association as Trustee, Mortgage
                  Pass-Through Certificates, Series 2004-HYB3
                  ------------------------------------------------------------

Ladies and Gentlemen:

                  In accordance with Section 2.01 of the above-captioned Pooling
and Servicing Agreement, the undersigned, as Trustee, hereby certifies that as
to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any
Mortgage Loan paid in full or listed on the attachment hereto), it or a
Custodian on its behalf has received:

                  (i) the original Mortgage Note, endorsed in one of the
following forms: (A) in the name of the Trustee or (B) in blank, in each case,
with all prior and intervening endorsements showing a complete chain of
endorsement from the originator to the Person so endorsing to the Trustee;

                  (ii) (A) the original Mortgage, noting the presence of the MIN
of the Mortgage Loan and language indicating that the Mortgage Loan is a MOM
Loan if the Mortgage Loan is a MOM Loan, with evidence of recording thereon, and
(B) the original recorded power of attorney, if the Mortgage was executed
pursuant to a power of attorney, with evidence of recording thereon;

                  (iii) unless the Mortgage Loan is registered on the MERS(R)
System, of the Mortgage iN recordable form in blank or to the Trustee;

                  (iv) the original recorded Assignment or Assignments showing a
complete chain of assignment from the originator to the Person assigning the
Mortgage to the Trustee (or to MERS, if the Mortgage Loan is registered on the
MERS(R) System and noting the presence of the MIN) as contemplated by the
immediately precedinG clause (iii);

                  (v) the original of or a copy of each related assumption,
modification, consolidation or extension agreement, with evidence of recording
thereon, if any;

                  (vi) with respect to any Mortgage Loan listed on the Mortgage
Loan Schedule as subject to a Primary Mortgage Insurance Policy, the original
Primary Mortgage Insurance Policy or certificate;



                                      C-2-1
<PAGE>



                  (vii) the original mortgagee title insurance policy (which may
be a certificate relating to a master policy of title insurance) or an
attorney's opinion of title where customary; and

                  (viii) any of the following that are in the possession of the
Mortgage Loan Seller or a document custodian on its behalf: (A) the original of
or a copy of any security agreement, chattel mortgage or equivalent document
executed in connection with the Mortgage or (B) the original of or a copy of any
power of attorney, if applicable.

                  The Trustee is under no duty or obligation to inspect, review
or examine any such documents, instruments, certificates or other papers to
determine that they are genuine, enforceable, or appropriate for the represented
purpose or that they have actually been recorded or that they are other than
what they purport to be on their face.

                  Capitalized words and phrases used herein shall have the
respective meanings assigned to them in the above-captioned Pooling and
Servicing Agreement.

                                       HSBC BANK USA, NATIONAL ASSOCIATION,
                                       as Trustee


                                       By: __________________________________
                                       Name:
                                       Title:










                                      C-2-2

<PAGE>



                                   EXHIBIT C-3
                                   -----------

                        FORM OF RECEIPT OF MORTGAGE NOTE

                                                 September 30, 2004

Citigroup Mortgage Loan Trust Inc.
390 Greenwich Street, 4th Floor
New York, NY 10013


         Re:      Pooling and Servicing Agreement, dated as of September 1,
                  2004, among Citigroup Mortgage Loan Trust Inc., Wells Fargo
                  Bank, N.A. as master servicer and trust administrator and HSBC
                  Bank USA, National Association as Trustee, Mortgage
                  Pass-Through Certificates, Series 2004-HYB3
                  --------------------------------------------------------------

Ladies and Gentlemen:

                  In accordance with Section 2.01 of the above-captioned Pooling
and Servicing Agreement, we hereby acknowledge the receipt of the original
Mortgage Notes (a copy of which is attached hereto as Exhibit 1) with any
exceptions thereto listed on Exhibit 2.

                                        HSBC BANK USA, NATIONAL ASSOCIATION,
                                        as Trustee


                                        By: __________________________________
                                        Name:
                                        Title:




                                      C-3-1


<PAGE>



                                    EXHIBIT D
                                    ---------

                    FORM OF MORTGAGE LOAN PURCHASE AGREEMENT

                                    See Tab 3










                                       D-1

<PAGE>


                        MORTGAGE LOAN PURCHASE AGREEMENT

                  This is a Mortgage Loan Purchase Agreement (the "Agreement"),
dated September 28, 2004, between Citigroup Mortgage Loan Trust Inc., a Delaware
corporation (the "Purchaser") and Citigroup Global Markets Realty Corp., a New
York corporation (the "Seller").

                              PRELIMINARY STATEMENT

                  The Seller intends to sell the Mortgage Loans (as hereinafter
defined) to the Purchaser on the terms and subject to the conditions set forth
in this Agreement. The Purchaser intends to deposit the Mortgage Loans into a
mortgage pool comprising the trust fund. The trust fund will be evidenced by a
single series of mortgage pass-through certificates designated as Series
2004-HYB3 (the "Certificates"). The Certificates will consist of eleven classes
of certificates. The Certificates will be issued pursuant to a Pooling and
Servicing Agreement, dated as of September 1, 2004 (the "Pooling and Servicing
Agreement"), among the Purchaser as depositor, Wells Fargo Bank, N.A. as master
servicer (in such capacity, the "Master Servicer") and as trust administrator
(in such capacity, the "Trust Administrator") and HSBC Bank USA, National
Association as trustee (the "Trustee"). Capitalized terms used but not defined
herein shall have the meanings set forth in the Pooling and Servicing Agreement.

                  The parties hereto agree as follows:

                  SECTION 1. AGREEMENT TO PURCHASE. The Seller agrees to sell,
and the Purchaser agrees to purchase, on or before September 30, 2004 (the
"Closing Date"), certain adjustable-rate, conventional residential mortgage
loans (the "Mortgage Loans") purchased by the Seller from Countrywide Home
Loans, Inc. ("Countrywide Home Loans"), National City Mortgage Co. ("National
City") and Wells Fargo Home Mortgage, Inc. ("WFHM") (each, an "Originator", and
collectively, the "Originators"), having an aggregate principal balance as of
the close of business on September 1, 2004 (the "Cut-off Date") of
$407,837,498.25 (the "Closing Balance"), after giving effect to all payments due
on the Mortgage Loans on or before the Cut-off Date, whether or not received.

                  SECTION 2. MORTGAGE LOAN SCHEDULE. The Purchaser and the
Seller have agreed upon which of the mortgage loans owned by the Seller are to
be purchased by the Purchaser pursuant to this Agreement and the Seller will
prepare or cause to be prepared on or prior to the Closing Date a final schedule
(the "Closing Schedule") that together shall describe such Mortgage Loans and
set forth all of the Mortgage Loans to be purchased under this Agreement. The
Closing Schedule will conform to the requirements set forth in this Agreement
and to the definition of "Mortgage Loan Schedule" under the Pooling and
Servicing Agreement. The Closing Schedule shall be used as the Mortgage Loan
Schedule under the Pooling and Servicing Agreement and shall be prepared by the
Seller based on information provided by the Originators.

                  SECTION 3. CONSIDERATION.

<PAGE>

                  (a) In consideration for the Mortgage Loans to be purchased
hereunder, the Purchaser shall, as described in Section 7, pay to or upon the
order of the Seller in immediately available funds an amount (the "Mortgage Loan
Purchase Price") equal to the net sale proceeds of the Certificates, plus
accrued interest.

                  (b) The Purchaser or any assignee, transferee or designee of
the Purchaser shall be entitled to all scheduled payments of principal due after
the Cut-off Date, all other payments of principal due and collected after the
Cut-off Date, and all payments of interest on the Mortgage Loans allocable to
the period after the Cut-off Date. All scheduled payments of principal and
interest due on or before the Cut-off Date and collected after the Cut-off Date
shall belong to the Seller.

                  (c) Pursuant to the Pooling and Servicing Agreement, the
Purchaser will assign all of its right, title and interest in and to the
Mortgage Loans, together with its rights under this Agreement, to the Trustee
for the benefit of the related Certificateholders.

                  SECTION 4. TRANSFER OF THE MORTGAGE LOANS.

                  (a) POSSESSION OF MORTGAGE FILES. The Seller does hereby sell,
transfer, assign, set over and convey to the Purchaser, without recourse but
subject to the terms of this Agreement, all of its right, title and interest in,
to and under the Mortgage Loans. The contents of each Mortgage File not
delivered to the Purchaser or to any assignee, transferee or designee of the
Purchaser on or prior to the Closing Date are and shall be held in trust by the
Seller for the benefit of the Purchaser or any assignee, transferee or designee
of the Purchaser. Upon the sale of the Mortgage Loans, the ownership of each
Mortgage Note, the related Mortgage and the other contents of the related
Mortgage File is vested in the Purchaser and the ownership of all records and
documents with respect to the related Mortgage Loan prepared by or that come
into the possession of the Seller on or after the Closing Date shall immediately
vest in the Purchaser and shall be delivered immediately to the Purchaser or as
otherwise directed by the Purchaser.

                  (b) DELIVERY OF MORTGAGE LOAN DOCUMENTS. The Seller will, on
or prior to the Closing Date, deliver or cause to be delivered to the Purchaser
or any assignee, transferee or designee of the Purchaser each of the following
documents for each Mortgage Loan:

                    (i) the original Mortgage Note, endorsed in one of the
               following forms: (i) in the name of the Trustee or (ii) in blank,
               in each case, with all prior and intervening endorsements showing
               a complete chain of endorsement from the originator to the Person
               so endorsing to the Trustee;

                    (ii) the original Mortgage with evidence of recording
               thereon;

                    (iii) an original Assignment of the Mortgage in recordable
               form in blank or to the Trustee;

                    (iv) the original recorded Assignment or Assignments of the
               Mortgage showing a complete chain of assignment from the
               originator to the Person assigning the Mortgage in blank or to
               the Trustee as contemplated by the immediately preceding clause
               (iii);

                                       2
<PAGE>

                    (v) the original of or a copy of each related assumption,
               modification, consolidation or extension agreement, with evidence
               of recording thereon, if any;

                    (vi) with respect to any Mortgage Loan listed on the
               Mortgage Loan Schedule as subject to a Primary Mortgage Insurance
               Policy, the original Primary Mortgage Insurance Policy or
               certificate;

                    (vii) the original mortgagee title insurance policy or an
               attorney's opinion of title where customary; and

                    (viii) any of the following that are in the possession of
               the Seller or a document custodian on its behalf: (A) the
               original of or a copy of any security agreement, chattel mortgage
               or equivalent document executed in connection with the Mortgage
               or (B) the original of or a copy of any power of attorney, if
               applicable.

                  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 Section 4(b)(i) above cannot be located, the obligations of the Seller to
deliver such documents shall be deemed to be satisfied upon delivery to the
Trust Administrator (as designee of the Purchaser) 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 Trust
Administrator is subsequently located, such original Mortgage Note shall be
delivered to the Trust Administrator within three Business Days.

                  If any of the documents referred to in Sections 4(b)(ii),
(iii) or (iv) above has as of the Closing Date been submitted for recording but
either (x) has not been returned from the applicable public recording office or
(y) has been lost or such public recording office has retained the original of
such document, the obligations of the Seller to deliver such documents shall be
deemed to be satisfied upon (1) delivery to the Trust Administrator of a copy of
each such document certified by the Originator in the case of (x) above or the
applicable public recording office in the case of (y) above to be a true and
complete copy of the original that was submitted for recording and (2) if such
copy is certified by the Originator, delivery to the Trust Administrator
promptly upon receipt thereof of either the original or a copy of such document
certified by the applicable public recording office to be a true and complete
copy of the original.

                  To the extent not already recorded, the Trust Administrator,
at the expense of the Seller shall pursuant to the Pooling and Servicing
Agreement promptly (and in no event later than three months following the later
of the Closing Date and the date of receipt by the Trust Administrator of the
recording information for a Mortgage) submit or cause to be submitted for
recording, at no expense to the Trust Estate or the Trust Administrator, in the
appropriate public office for real property records, each Assignment delivered
to it pursuant to Sections 4(b)(iii) and (iv) above. In the event that any such
Assignment is lost or returned unrecorded because of a defect therein, the Trust
Administrator, at the expense of the Seller, 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,

                                     -128-
<PAGE>

neither the Trust Administrator nor the Trustee shall be required to submit or
cause to be submitted for recording each Assignment delivered to it pursuant to
Sections 4(b)(iii) and (iv) 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.

                  The Seller shall deliver or cause to be delivered to the Trust
Administrator 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.

                  All original documents relating to the Mortgage Loans that are
not delivered to the Trust Administrator are and shall be held by or on behalf
of the Seller, the Servicer, the Purchaser or the Master 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 Trust Administrator. Any such
original document delivered to or held by the Seller or the Purchaser 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 related Servicer.

                  Notwithstanding the foregoing, with respect to any materially
defective document in, or any document missing from, a Mortgage File, if the
Seller would not be in breach of any obligation pursuant to this Section 4 but
for a breach by WFHM pursuant to the Seller's Warranties and Servicing
Agreements (the "Wells Servicing Agreements"), dated May 1, 2004, and July 1,
2004, between the Seller and WFHM, by National City pursuant to the Master
Seller's Warranties and Servicing Agreement (the "National City Servicing
Agreement"), dated September 1, 2003, as amended, between the Seller and
National City, or by Countrywide pursuant to the Master Mortgage Loan Purchase
and Servicing Agreement (the "Countrywide Servicing Agreement"), dated December
15, 2003, between Countrywide and the Seller; the Countrywide Servicing
Agreement, the Wells Servicing Agreements and the National City Servicing
Agreement, in each case as assigned to the Trustee pursuant to an assignment,
assumption and recognition agreement, the "Servicing Agreements"), then the
applicable Originator thereunder, in the manner and to the extent set forth
therein, and not the Seller hereunder, shall be required to remedy such breach.

                  (c) ACCEPTANCE OF MORTGAGE LOANS. The documents delivered
pursuant to Section 4(b) hereof shall be reviewed by the Purchaser or any
assignee, transferee or designee of the Purchaser at any time before or after
the Closing Date (and with respect to each document permitted to be delivered
after the Closing Date within seven days of its delivery) to ascertain that all
required documents have been executed and received and that such documents
relate to the Mortgage Loans identified on the Mortgage Loan Schedule.

                  (d) TRANSFER OF INTEREST IN AGREEMENTS. The Purchaser has the
right to assign its interest under this Agreement, in whole or in part, to the
Trustee, as may be required to effect the purposes of the Pooling and Servicing
Agreement, without the consent of the Seller, and the assignee shall succeed to
the rights and obligations hereunder of the Purchaser. Any expense



                                        4
<PAGE>

reasonably incurred by or on behalf of the Purchaser or the Trustee in
connection with enforcing any obligations of the Seller under this Agreement
will be promptly reimbursed by the Seller.

                  (e) EXAMINATION OF MORTGAGE FILES. Prior to the Closing Date,
the Seller shall either (i) deliver in escrow to the Purchaser or to any
assignee, transferee or designee of the Purchaser, for examination, the Mortgage
File pertaining to each Mortgage Loan, or (ii) make such Mortgage Files
available to the Purchaser or to any assignee, transferee or designee of the
Purchaser for examination. Such examination may be made by the Purchaser or the
Trustee, and their respective designees, upon reasonable notice to the Seller
during normal business hours before the Closing Date and within 60 days after
the Closing Date. If any such person makes such examination prior to the Closing
Date and identifies any Mortgage Loans that do not conform to the requirements
of the Purchaser as described in this Agreement, such Mortgage Loans shall be
deleted from the Closing Schedule. The Purchaser may, at its option and without
notice to the Seller, purchase all or part of the Mortgage Loans without
conducting any partial or complete examination. The fact that the Purchaser or
any person has conducted or has failed to conduct any partial or complete
examination of the Mortgage Files shall not affect the rights of the Purchaser
or any assignee, transferee or designee of the Purchaser to demand repurchase or
other relief as provided herein or under the Pooling and Servicing Agreement.

                  SECTION 5. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE
SELLER.

                  The Seller and the Purchaser understand, acknowledge and agree
that, the representations and warranties set forth in this Section 5 are made as
of the Closing Date or as of the date specifically provided herein.

                  As permitted under the Servicing Agreements, the Seller hereby
assigns to the Purchaser all of its right, title and interest under the
Servicing Agreements to the extent of the Mortgage Loans set forth on the
Mortgage Loan Schedule, including, but not limited to, any representations and
warranties of the Originators concerning the Mortgage Loans.

                  (a) The Seller hereby represents and warrants, as to each
Mortgage Loan, to the Purchaser, as of the date hereof and as of the Closing
Date, and covenants, that:

                    (i) To the best of the Seller's knowledge, nothing has
               occurred in the period of time from the date each representation
               and warranty was made by each Originator pursuant to the
               respective Servicing Agreement to the Closing Date which would
               cause such representation and warranty to be untrue in any
               material respect on the Closing Date.

                    (ii) Each Mortgage Loan at the time it was made complied in
               all material respects with applicable local, state and federal
               laws, including, but not limited to, all applicable predatory and
               abusive lending laws.

                    (iii) None of the mortgage loans are (i) "High Cost" as such
               term is defined in the Home Ownership Protection Act of 1994
               ("HOEPA") or (ii) a reasonably equivalent provision as defined by
               the applicable predatory and abusive lending laws.

                                       5
<PAGE>

                    (iv) An appraisal form 1004 or Form 2055 with an interior
               inspection for first lien mortgage loans has been obtained.

                    (v) 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 Glossary Revised, Appendix E.

                    (vi) There is no mortgage loan in the trust that was
               originated on or after October 1, 2002 and before March 7, 2003
               which is secured by property located in the State of Georgia.

                  (b) The Seller hereby represents and warrants to the
Purchaser, as of the date hereof and as of the Closing Date, and covenants,
that:

                    (i) The Seller is duly organized, validly existing and in
               good standing as a corporation under the laws of the State of New
               York with full corporate power and authority to conduct its
               business as presently conducted by it to the extent material to
               the consummation of the transactions contemplated herein. The
               Seller has the full corporate power and authority to own the
               Mortgage Loans and to transfer and convey the Mortgage Loans to
               the Purchaser and has the full corporate power and authority to
               execute and deliver, engage in the transactions contemplated by,
               and perform and observe the terms and conditions of this
               Agreement.

                    (ii) The Seller has duly authorized the execution, delivery
               and performance of this Agreement, has duly executed and
               delivered this Agreement, and this Agreement, assuming due
               authorization, execution and delivery hereof by the Purchaser,
               constitutes a legal, valid and binding obligation of the Seller,
               enforceable against it in accordance with its terms except as the
               enforceability thereof may be limited by bankruptcy, insolvency
               or reorganization or by general principles of equity.

                    (iii) The execution, delivery and performance of this
               Agreement by the Seller (x) does not conflict and will not
               conflict with, does not breach and will not result in a breach of
               and does not constitute and will not constitute a default (or an
               event, which with notice or lapse of time or both, would
               constitute a default) under (A) any terms or provisions of the
               articles of incorporation or by-laws of the Seller, (B) any term
               or provision of any material agreement, contract, instrument or
               indenture, to which the Seller is a party or by which the Seller
               or any of its property is bound or (C) any law, rule, regulation,
               order, judgment, writ, injunction or decree of any court or
               governmental authority having jurisdiction over the Seller or any
               of its property and (y) does not create or impose and will not
               result in the creation or imposition of any lien, charge or
               encumbrance which would have a material adverse effect upon the
               Mortgage Loans or any documents or instruments evidencing or
               securing the Mortgage Loans.

                                       6
<PAGE>

                    (iv) No consent, approval, authorization or order of,
               registration or filing with, or notice on behalf of the Seller to
               any governmental authority or court is required, under federal
               laws or the laws of the State of New York, for the execution,
               delivery and performance by the Seller of, or compliance by the
               Seller with, this Agreement or the consummation by the Seller of
               any other transaction contemplated hereby and by the Pooling and
               Servicing Agreement; provided, however, that the Seller makes no
               representation or warranty regarding federal or state securities
               laws in connection with the sale or distribution of the
               Certificates.

                    (v) This Agreement does not contain any untrue statement of
               material fact or omit to state a material fact necessary to make
               the statements contained herein not misleading. The written
               statements, reports and other documents prepared and furnished or
               to be prepared and furnished by the Seller pursuant to this
               Agreement or in connection with the transactions contemplated
               hereby taken in the aggregate do not contain any untrue statement
               of material fact or omit to state a material fact necessary to
               make the statements contained therein not misleading.

                    (vi) The Seller is not in violation of, and the execution
               and delivery of this Agreement by the Seller and its performance
               and compliance with the terms of this Agreement will not
               constitute a violation with respect to, any order or decree of
               any court or any order or regulation of any federal, state,
               municipal or governmental agency having jurisdiction over the
               Seller or its assets, which violation might have consequences
               that would materially and adversely affect the condition
               (financial or otherwise) or the operation of the Seller or its
               assets or might have consequences that would materially and
               adversely affect the performance of its obligations and duties
               hereunder.

                    (vii) The Seller does not believe, nor does it have any
               reason or cause to believe, that it cannot perform each and every
               covenant contained in this Agreement.

                    (viii) Immediately prior to the sale of the Mortgage Loans
               to the Purchaser as herein contemplated, the Seller will be the
               owner of the related Mortgage and the indebtedness evidenced by
               the related Mortgage Note, and, upon the payment to the Seller of
               the Purchase Price, in the event that the Seller retains or has
               retained record title, the Seller shall retain such record title
               to each Mortgage, each related Mortgage Note and the related
               Mortgage Files with respect thereto in trust for the Purchaser as
               the owner thereof from and after the date hereof.

                    (ix) There are no actions or proceedings against, or
               investigations known to it of, the Seller before any court,
               administrative or other tribunal (A) that might prohibit its
               entering into this Agreement, (B) seeking to prevent the sale of
               the Mortgage Loans by the Seller or the consummation of the
               transactions contemplated by this Agreement or (C) that might
               prohibit or materially and

                                       7
<PAGE>

               adversely affect the performance by the Seller of its obligations
               under, or validity or enforceability of, this Agreement.

                    (x) The consummation of the transactions contemplated by
               this Agreement are in the ordinary course of business of the
               Seller, and the transfer, assignment and conveyance of the
               Mortgage Notes and the Mortgages by the Seller are not subject to
               the bulk transfer or any similar statutory provisions.

                    (xi) The Seller has not dealt with any broker, investment
               banker, agent or other person, except for the Purchaser or any of
               its affiliates, that may be entitled to any commission or
               compensation in connection with the sale of the Mortgage Loans.

                    (xii) There is no litigation currently pending or, to the
               best of the Seller's knowledge without independent investigation,
               threatened against the Seller that would reasonably be expected
               to adversely affect the transfer of the Mortgage Loans, the
               issuance of the Certificates or the execution, delivery,
               performance or enforceability of this Agreement, or that would
               result in a material adverse change in the financial condition of
               the Seller.

                    (xiii) The Seller is solvent and will not be rendered
               insolvent by the consummation of the transactions contemplated
               hereby. The Seller is not transferring any Mortgage loan with any
               intent to hinder, delay or defraud any of its creditors.

                  SECTION 6. REPURCHASE OBLIGATION FOR DEFECTIVE DOCUMENTATION
AND FOR BREACH OF REPRESENTATION AND WARRANTY.

                  Notwithstanding anything to the contrary set forth below, with
respect to any breach by the Seller of a representation or warranty made by the
Seller in Section 5 that materially and adversely affects the value of a
Mortgage Loan or the Mortgage Loans or the interest therein of the Purchaser, if
the Seller would not be in breach of such representation or warranty but for a
breach by the related Originator of a representation and warranty made by such
Originator in the related Servicing Agreement, then such Originator thereunder,
in the manner and to the extent set forth therein, and not the Seller, hereunder
shall be required to remedy such breach; provided, however, that notwithstanding
the foregoing, in the case of a breach of the representations and warranties set
forth in Section 5(a)(ii) or Section 5(a)(iii) hereof, if the related Originator
shall not have so remedied such breach within the time period set forth in the
related Servicing Agreement, then within 30 additional days, the Seller shall
remedy such breach in the manner set forth below.

                  It is understood and agreed that the representations and
warranties set forth in Section 5 shall survive the sale of the Mortgage Loans
to the Purchaser and shall inure to the benefit of the Purchaser and any
assignee, transferee or designee of the Purchaser, including the Trustee for the
benefit of holders of the Mortgage Pass-Through Certificates evidencing an
interest in all or a portion of the Mortgage Loans, notwithstanding any
restrictive or qualified endorsement on any Mortgage Note or Assignment or the
examination or lack of examination of

                                       8
<PAGE>

any Mortgage File. With respect to the representations and warranties contained
herein that are made to the knowledge or the best knowledge of the Seller, or as
to which the Seller has no knowledge, if it is discovered that the substance of
any such representation and warranty is inaccurate and the inaccuracy materially
and adversely affects the value of the related Mortgage Loan, or the interest
therein of the Purchaser or the Purchaser's assignee, designee or transferee,
then notwithstanding the Seller's lack of knowledge with respect to the
substance of such representation and warranty being inaccurate at the time the
representation and warranty was made, such inaccuracy shall be deemed a breach
of the applicable representation and warranty and the Seller shall take such
action described in the following paragraphs of this Section 6 in respect of
such Mortgage Loan. Upon discovery by either the Seller or the Purchaser of a
breach of any of the foregoing representations and warranties made by the Seller
that materially and adversely affects the value of the Mortgage Loans or the
interest of the Purchaser (or which materially and adversely affects the
interests of the Purchaser in the related Mortgage Loan in the case of a
representation and warranty relating to a particular Mortgage Loan), the party
discovering such breach shall give prompt written notice to the other.

                  Within 90 days of the earlier of either discovery by or notice
to the Seller of any breach of a representation or warranty made by the Seller
that materially and adversely affects the value of a Mortgage Loan or the
Mortgage Loans or the interest therein of the Purchaser (or within such other
time period determined as provided in the first paragraph of this Section 6 in
the case of a breach of the representations and warranties set forth in Section
5(a)(ii) or Section 5(a)(iii) hereof), the Seller shall use its best efforts
promptly to cure such breach in all material respects and, if such breach cannot
be cured, the Seller shall, at the Purchaser's option, repurchase such Mortgage
Loan at the Purchase Price. The Seller may, at the request of the Purchaser and
assuming the Seller has a Qualified Substitute Mortgage Loan, rather than
repurchase a deficient Mortgage Loan as provided above, remove such Mortgage
Loan and substitute in its place a Qualified Substitute Mortgage Loan or Loans.
If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it
shall repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage
Loan(s) pursuant to the foregoing provisions of this Section 6 shall occur on a
date designated by the Purchaser and shall be accomplished by deposit in
accordance with Section 2.03 of the Pooling and Servicing Agreement. Any
repurchase or substitution required by this Section shall be made in a manner
consistent with Section 2.03 of the Pooling and Servicing Agreement.

                  At the time of substitution or repurchase by the Seller of any
deficient Mortgage Loan, the Purchaser and the Seller shall arrange for the
reassignment of the repurchased or substituted Mortgage Loan to the Seller and
the delivery to the Seller of any documents held by the Trustee relating to the
deficient or repurchased Mortgage Loan. In the event the Purchase Price is
deposited in the Collection Account. The Seller shall, simultaneously with such
deposit, give written notice to the Purchaser that such deposit has taken place.
Upon such repurchase, the Mortgage Loan Schedule shall be amended to reflect the
withdrawal of the repurchased Mortgage Loan from this Agreement.

                  As to any Deleted Mortgage Loan for which the Seller
substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall
effect such substitution by delivering to the Purchaser or its designee for such
Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the
Assignment and such other documents and agreements as are required

                                       9
<PAGE>

by the Pooling and Servicing Agreement, with the Mortgage Note endorsed as
required therein. The Seller shall remit for deposit in the Collection Account
the Monthly Payment due on such Qualified Substitute Mortgage Loan or Loans in
the month following the date of such substitution. Monthly payments due with
respect to Qualified Substitute Mortgage Loans in the month of substitution will
be retained by the Seller. For the month of substitution, distributions to the
Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in
the month of substitution, and the Seller shall thereafter be entitled to retain
all amounts subsequently received by the Seller in respect of such Deleted
Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage Loans
shall be subject to the terms of this Agreement in all respects, and the Seller
shall be deemed to have made with respect to such Qualified Substitute Mortgage
Loan or Loans as of the date of substitution, the covenants, representations and
warranties set forth in Section 5.

                  It is understood and agreed that the representations and
warranties set forth in Section 5 shall survive delivery of the respective
Mortgage Files to the Trustee on behalf of the Purchaser.

                  It is understood and agreed that (i) the obligations of the
Seller set forth in this Section 6 to cure, repurchase and substitute for a
defective Mortgage Loan and (ii) the obligations of the Seller as provided in
the next sentence constitute the sole remedies of the Purchaser respecting a
missing or defective document or a breach of the representations and warranties
contained in Section 5. The Seller shall indemnify the Purchaser and hold it
harmless against any losses, damages, penalties, fines, forfeitures, reasonable
and necessary legal fees and related costs, judgments, and other costs and
expenses resulting from any claim, demand, defense or assertion based on or
grounded upon, or resulting from, a breach of the representations and warranties
contained in Section 5(a) this Agreement, to the extent and only to the extent
that the related Servicer shall have defaulted in its obligation to provide such
indemnification for the related breach by such Servicer of the representations
made by such Servicer in the related Servicing Agreement.

                  SECTION 7. CLOSING; PAYMENT FOR THE MORTGAGE LOANS. The
closing of the purchase and sale of the Mortgage Loans shall be held at the New
York City office of Thacher Proffitt & Wood llp at 10:00 AM New York City time
on the Closing Date.

                  The closing shall be subject to each of the following
conditions:

                  (a) All of the representations and warranties of the Seller
under this Agreement shall be true and correct in all material respects as of
the date as of which they are made and no event shall have occurred which, with
notice or the passage of time, would constitute a default under this Agreement;

                  (b) The Purchaser shall have received, or the attorneys of the
Purchaser shall have received in escrow (to be released from escrow at the time
of closing), all Closing Documents as specified in Section 8 of this Agreement,
in such forms as are agreed upon and acceptable to the Purchaser, duly executed
by all signatories other than the Purchaser as required pursuant to the
respective terms thereof;

                                       10
<PAGE>

                  (c) The Seller shall have delivered or caused to be delivered
and released to the Purchaser or to its designee, all documents (including
without limitation, the Mortgage Loans) required to be so delivered by the
Purchaser; and

                  (d) All other terms and conditions of this Agreement shall
have been complied with.

                  Subject to the foregoing conditions, the Purchaser shall
deliver or cause to be delivered to the Seller on the Closing Date, against
delivery and release by the Seller to the Trustee of all documents required
pursuant to the Pooling and Servicing Agreement, the consideration for the
Mortgage Loans as specified in Section 3 of this Agreement, by delivery to the
Seller of the Mortgage Loan Purchase Price.

                  SECTION 8. CLOSING DOCUMENTS. Without limiting the generality
of Section 7 hereof, the closing shall be subject to delivery of each of the
following documents:

                  (a) An Officers' Certificate of the Seller, dated the Closing
Date, upon which the Purchaser and Citigroup Global Markets Inc. (the
"Underwriter") may rely, in a form acceptable to the Purchaser;

                  (b) A Secretary's Certificate of the Seller, dated the Closing
Date, upon which the Purchaser and the Underwriter may rely, in a form
acceptable to the Purchaser, and attached thereto copies of the certificate of
incorporation, by-laws and certificate of good standing of the Seller;

                  (c) An Opinion of Counsel of the Seller, dated the Closing
Date and addressed to the Purchaser and the Underwriter, in a form acceptable to
the Purchaser;

                  (d) An Officers' Certificate of each Originator, dated the
Closing Date, upon which the Purchaser and the Underwriter may rely, in a form
acceptable to the Purchaser;

                  (e) A Secretary's Certificate of each Originator, dated the
Closing Date, upon which the Purchaser and the Underwriter may rely, in a form
acceptable to the Purchaser, and attached thereto copies of the certificate of
incorporation, by-laws and certificate of good standing of the Originator;

                  (f) Such opinions of counsel as the Rating Agencies or the
Trustee may request in connection with the sale of the Mortgage Loans by the
Seller to the Purchaser or the Seller's execution and delivery of, or
performance under, this Agreement;

                  (g) A letter from Deloitte & Touche L.L.P., certified public
accountants, dated the date hereof and to the effect that they have performed
certain specified procedures as a result of which they determined that certain
information of an accounting, financial or statistical nature set forth in the
Purchaser's Prospectus Supplement, dated September 28, 2004, agrees with the
records of the Seller;

                  (h) Letters from certified public accountants for each
Originator, dated the date hereof and to the effect that they have performed
certain specified procedures as a result of

                                       11
<PAGE>


which they determined that certain information of an accounting, financial or
statistical nature set forth in the Purchaser's Prospectus Supplement, dated
September 28, 2004 under the subheading "The Master Servicer and the
Servicers--The Servicers" agrees with the records of the Servicer; and

                  (i) Such further information, certificates, opinions and
documents as the Purchaser or the Underwriter may reasonably request.

                  SECTION 9. COSTS. The Seller shall pay (or shall reimburse the
Purchaser or any other Person to the extent that the Purchaser or such other
Person shall pay) all necessary and reasonable costs and expenses incurred
directly in delivering this Agreement, the Pooling and Servicing Agreement, the
Certificates, the prospectus, prospectus supplement and private placement
memorandum relating to the Certificates and other related documents, the initial
fees, costs and expenses of the Trust Administrator and the Trustee set forth in
an engagement letter delivered to the Seller by the Trust Administrator, the
fees and expenses of the Purchaser's counsel in connection with the preparation
of all documents relating to the securitization of the Mortgage Loans, the
filing fee charged by the Securities and Exchange Commission for registration of
the Certificates, the fees charged by any rating agency to rate the Certificates
and the ongoing expenses of the Rating Agencies. All other costs and expenses in
connection with the transactions contemplated hereunder shall be borne by the
party incurring such expense.

                  SECTION 10. [Reserved].

                  SECTION 11. MANDATORY DELIVERY; GRANT OF SECURITY INTEREST.
The sale and delivery on the Closing Date of the Mortgage Loans described on the
Mortgage Loan Schedule in accordance with the terms and conditions of this
Agreement is mandatory. It is specifically understood and agreed that each
Mortgage Loan is unique and identifiable on the date hereof and that an award of
money damages would be insufficient to compensate the Purchaser for the losses
and damages incurred by the Purchaser in the event of the Seller's failure to
deliver the Mortgage Loans on or before the Closing Date. The Seller hereby
grants to the Purchaser a lien on and a continuing security interest in the
Seller's interest in each Mortgage Loan and each document and instrument
evidencing each such Mortgage Loan to secure the performance by the Seller of
its obligation hereunder, and the Seller agrees that it holds such Mortgage
Loans in custody for the Purchaser, subject to the Purchaser's (i) right, prior
to the Closing Date, to reject any Mortgage Loan to the extent permitted by this
Agreement and (ii) obligation to deliver or cause to be delivered the
consideration for the Mortgage Loans pursuant to Section 7 hereof. Any Mortgage
Loans rejected by the Purchaser shall concurrently therewith be released from
the security interest created hereby. The Seller agrees that, upon acceptance of
the Mortgage Loans by the Purchaser or its designee and delivery of payment to
the Seller, that its security interest in the Mortgage Loans shall be released.
All rights and remedies of the Purchaser under this Agreement are distinct from,
and cumulative with, any other rights or remedies under this Agreement or
afforded by law or equity and all such rights and remedies may be exercised
concurrently, independently or successively.

                  Notwithstanding the foregoing, if on the Closing Date, each of
the conditions set forth in Section 7 hereof shall have been satisfied and the
Purchaser shall not have paid or caused to be paid the Mortgage Loan Purchase
Price, or any such condition shall not have been waived

                                       12
<PAGE>

or satisfied and the Purchaser determines not to pay or cause to be paid the
Mortgage Loan Purchase Price, the Purchaser shall immediately effect the
redelivery of the Mortgage Loans, if delivery to the Purchaser has occurred and
the security interest created by this Section 11 shall be deemed to have been
released.

                  SECTION 12. NOTICES. All demands, notices and communications
hereunder shall be in writing and shall be deemed to have been duly given if
personally delivered to or mailed by registered mail, postage prepaid, or
transmitted by telex or telegraph and confirmed by a similar mailed writing, if
to the Purchaser, addressed to the Purchaser at 390 Greenwich Street, 4th Floor,
New York, New York 10013, Attention: Mortgage Finance Group, or such other
address as may hereafter be furnished to the Seller in writing by the Purchaser,
and if to the Seller, addressed to the Seller at 390 Greenwich Street, 4th
Floor, New York, New York 10013, Attention: Mortgage Finance Group, or such
other address as may hereafter be furnished to the Purchaser in writing by the
Seller.

                  SECTION 13. SEVERABILITY OF PROVISIONS. Any part, provision,
representation or warranty of this Agreement which is prohibited or which is
held to be void or unenforceable shall be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions
hereof. Any part, provision, representation or warranty of this Agreement which
is prohibited or unenforceable or is held to be void 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 as to any Mortgage Loan shall not invalidate or render
unenforceable such provision in any other jurisdiction. To the extent permitted
by applicable law, the parties hereto waive any provision of law which prohibits
or renders void or unenforceable any provision hereof.

                  SECTION 14. AGREEMENT OF PARTIES. The Seller and the Purchaser
each agree to execute and deliver such instruments and take such actions as
either of the others may, from time to time, reasonably request in order to
effectuate the purpose and to carry out the terms of this Agreement and the
Pooling and Servicing Agreement.

                  SECTION 15. SURVIVAL. The Seller agrees that the
representations, warranties and agreements made by it herein and in any
certificate or other instrument delivered pursuant hereto shall be deemed to be
relied upon by the Purchaser, notwithstanding any investigation heretofore or
hereafter made by the Purchaser or on its behalf, and that the representations,
warranties and agreements made by the Seller herein or in any such certificate
or other instrument shall survive the delivery of and payment for the Mortgage
Loans and shall continue in full force and effect, notwithstanding any
restrictive or qualified endorsement on the Mortgage Notes and notwithstanding
subsequent termination of this Agreement, the Pooling and Servicing Agreement or
the Trust Fund.

                  SECTION 16. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS,
DUTIES, OBLIGATIONS AND RESPONSIBILITIES OF THE PARTIES HERETO SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS (INCLUDING THE CHOICE OF LAW
PROVISIONS) AND DECISIONS OF THE STATE OF NEW YORK. THE PARTIES HERETO INTEND
THAT THE PROVISIONS OF

                                       13
<PAGE>

SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS
AGREEMENT.

                  SECTION 17. MISCELLANEOUS. This Agreement may be executed in
two or more counterparts, each of which when so executed and delivered shall be
an original, but all of which together shall constitute one and the same
instrument. This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective successors and assigns. This Agreement
supersedes all prior agreements and understandings relating to the subject
matter hereof. Neither this Agreement nor any term hereof may be changed,
waived, discharged or terminated orally, but only by an instrument in writing
signed by the party against whom enforcement of the change, waiver, discharge or
termination is sought. The headings in this Agreement are for purposes of
reference only and shall not limit or otherwise affect the meaning hereof.

                  It is the express intent of the parties hereto that the
conveyance of the Mortgage Loans by the Seller to the Purchaser as provided in
Section 4 hereof be, and be construed as, a sale of the Mortgage Loans by the
Seller to the Purchaser and not as a pledge of the Mortgage Loans by the Seller
to the Purchaser to secure a debt or other obligation of the Seller. However, in
the event that, notwithstanding the aforementioned intent of the parties, the
Mortgage Loans are held to be property of the Seller, then, (a) it is the
express intent of the parties that such conveyance be deemed a pledge of the
Mortgage Loans by the Seller to the Purchaser to secure a debt or other
obligation of the Seller and (b) (1) this Agreement shall also be deemed to be a
security agreement within the meaning of Articles 8 and 9 of the New York
Uniform Commercial Code; (2) the conveyance provided for in Section 4 hereof
shall be deemed to be a grant by the Seller to the Purchaser of a security
interest in all of the Seller'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, 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 whether
in the form of cash, instruments, securities or other property; (3) the
possession by the Purchaser or its agent of Mortgage Notes, the related
Mortgages and such other items of property that constitute instruments, money,
negotiable documents or chattel paper shall be deemed to be "possession by the
secured party" for purposes of perfecting the security interest pursuant to
Section 9-305 of the New York Uniform Commercial Code; 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 Purchaser for the purpose of perfecting
such security interest under applicable law. Any assignment of the interest of
the Purchaser pursuant to Section 4(d) hereof shall also be deemed to be an
assignment of any security interest created hereby. The Seller and the Purchaser
shall, to the extent consistent with this Agreement, take such actions as may be
necessary to ensure that, if this Agreement were deemed to create a security
interest in the Mortgage Loans, such security interest would be deemed to be a
perfected security interest of first priority under applicable law and will be
maintained as such throughout the term of this Agreement and the Pooling and
Servicing Agreement.

                                       14
<PAGE>

                  SECTION 18. INDEMNIFICATION. In reliance upon the
indemnification provided to the Seller by WFHM in Section 3.03 of the Wells
Servicing Agreements, the Seller shall indemnify and hold harmless each of (i)
the Purchaser, (ii) Citigroup Global Markets Inc. and (iii) each person, if any,
who controls the Purchaser within the meaning of Section 15 of the Securities
Act of 1933, as amended (the "1933 Act") ((i) through (iii) collectively, the
"Indemnified Party") against any and all losses, claims, expenses, damages or
liabilities to which the Indemnified Party may become subject, under the 1933
Act or otherwise, insofar as such losses, claims, expenses, damages or
liabilities (or actions in respect thereof) arise out of, are based upon, or
result from, a breach by WFHM of any of the representations and warranties made
by WFHM contained in the Wells Servicing Agreements, it being understood that
the Purchaser has relied upon such representations and warranties, as assignee
hereunder of the rights of the Seller in and to the related Mortgage Loans
including the Seller's rights under the Wells Servicing Agreements.



                                       15
<PAGE>


                  IN WITNESS WHEREOF, the Purchaser and the Seller have caused
their names to be signed by their respective officers thereunto duly authorized
as of the date first above written.



                                        CITIGROUP MORTGAGE LOAN TRUST INC.


                                        By: __________________________________
                                        Name:
                                        Title:


                                        CITIGROUP GLOBAL MARKETS REALTY CORP.


                                        By: __________________________________
                                        Name:
                                        Title:



<PAGE>




                                    EXHIBIT E
                                    ---------

                               REQUEST FOR RELEASE

TO:      HSBC Bank USA, National Association
         60 Livingston Avenue
         St. Paul, Minnesota  55107

         Re:      Pooling and Servicing Agreement dated as of September 1, 2004,
                  among Citigroup Mortgage Loan Trust Inc., as Depositor, Wells
                  Fargo Bank, N.A. as master servicer and trust administrator
                  and HSBC Bank USA, 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:

                           [____________]
                           [____________]






                                       E-1


<PAGE>


                                             By: _______________________________
                                                     (authorized signer)
Issuer:____________________________
                                    Address: ___________________________________

                                             ___________________________________

Date:_____________________________
Trustee

HSBC BANK USA, NATIONAL ASSOCIATION

Please acknowledge the execution of the above request by your signature and date
below:

_________________________________________
Signature                                            Date

Documents returned to Trustee:

_________________________________________
Trustee                                              Date






                                       E-2

<PAGE>



                                    EXHIBIT F
                                    ---------

                    FORM OF TRANSFEROR REPRESENTATION LETTER

                                                              [Date]
HSBC Bank USA, National Association
60 Livingston Avenue
St. Paul, Minnesota  55107
Attention: CMLTI, Series 2004-HYB3

         Re:      Citigroup Mortgage Loan Trust, Series 2004-HYB3, Mortgage
                  Pass-Through Certificates, 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
September 1, 2004, among Citigroup Mortgage Loan Trust Inc. as Depositor, Wells
Fargo Bank, N.A. as trust administrator and master servicer and HSBC Bank USA,
National Association as Trustee (the "Pooling and Servicing Agreement"),
pursuant to which Pooling and Servicing Agreement the Certificates were issued.




                                      F-1
<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:







                                      F-2
<PAGE>



                    FORM OF TRANSFEREE REPRESENTATION LETTER

                                                              [Date]


HSBC Bank USA, National Association
60 Livingston Avenue
St. Paul, Minnesota  55107
Attention: CMLTI, Series 2004-HYB3

         Re:      Citigroup Mortgage Loan Trust, Series 2004-HYB3, Mortgage
                  Pass-Through Certificates, Class ___, 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 Setpember 1, 2004, among Citigroup Mortgage Loan Trust
Inc. as Depositor, Wells Fargo Bank, N.A. as master servicer and trust
administrator and HSBC Bank USA, National Association as Trustee, pursuant to
which the Certificates were issued.

                                      [TRANSFEREE]

                                      By: ________________________________
                                      Name:
                                      Title:






                                      F-3
<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 HSBC Bank USA, 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.

-----------------------------
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.






                                      F-4
<PAGE>



         ___ 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
         Yes      No       only for the 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



                                      F-5
<PAGE>



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.

Dated:

                                          ____________________________________
                                          Print Name of Transferee


                                          By:_________________________________
                                          Name:
                                          Title:





                                      F-6
<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 HSBC Bank USA, 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,



                                      F-7
<PAGE>



(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





                                      F-8
<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






                                      F-9
<PAGE>




                                    EXHIBIT G
                                    ---------

            FORM OF CERTIFICATION WITH RESPECT TO ERISA AND THE CODE

                                             [Date]


HSBC Bank USA, National Association
60 Livingston Avenue
St. Paul, Minnesota  55107
Attention: CMLTI, Series 2004-HYB3

         Re:      Citigroup Mortgage Loan Trust, Series 2004-HYB3, Mortgage
                  Pass-Through Certificates, Class ___
                  ----------------------------------------------------------


Dear Sirs:

                  _______________________ (the "Transferee") intends to acquire
from _____________________ (the "Transferor") $____________ Initial Certificate
Principal Balance of Citigroup Mortgage Loan Trust, Series 2004-HYB3, Mortgage
Pass-Through Certificates, Class [B-4] [B-5] [B-6] [R] (the "Certificates"),
issued pursuant to a Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement") dated as of September 1, 2004, among Citigroup Mortgage Loan Trust
Inc. as depositor (the "Depositor"), Wells Fargo Bank, N.A. as master servicer
(the"Master Servicer") and trust administrator and HSBC Bank USA, 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 Master 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.



                                       G-1



<PAGE>


                                            Very truly yours,

                                            ____________________________________

                                            By: ________________________________
                                            Name:
                                            Title:




                                       G-2



<PAGE>



                                    EXHIBIT H
                                    ---------

                 FORM OF RESIDUAL CERTIFICATE TRANSFER AFFIDAVIT

STATE OF ___________       )

COUNTY OF _________        )

                  __________________________, 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 ______________, the record owner of Citigroup
Mortgage Loan Trust, Series 2004-HYB3, Mortgage Pass-Through Certificates, Class
R Certificates, (the "Class R Certificates"), on behalf of whom I make this
affidavit and agreement. Capitalized terms used but not defined herein have the
respective meanings assigned thereto in the Pooling and Servicing Agreement
pursuant to which the Class R Certificates were issued.

                  2. The Owner (i) is and will be a "Permitted Transferee" as of
____________, 20__ and (ii) is acquiring the Class R Certificates for its own
account or for the account of another Owner from which it has received an
affidavit in substantially the same form as this affidavit. A "Permitted
Transferee" is any person other than a "disqualified organization" or a
possession of the United States. For this purpose, a "disqualified organization"
means the United States, any state or political subdivision thereof, any agency
or instrumentality of any of the foregoing (other than an instrumentality all of
the activities of which are subject to tax and, except for the Federal Home Loan
Mortgage Corporation, a majority of whose board of directors is not selected by
any such governmental entity) or any foreign government, international
organization or any agency or instrumentality of such foreign government or
organization, any rural electric or telephone cooperative, or any organization
(other than certain farmers' cooperatives) that is generally exempt from federal
income tax unless such organization is subject to the tax on unrelated business
taxable income.

                  3. The Owner is aware (i) of the tax that would be imposed on
transfers of the Class R Certificates to disqualified organizations under the
Internal Revenue Code of 1986 that applies to all transfers of the Class R
Certificates after September 31, 1988; (ii) that such tax would be on the
transferor or, if such transfer is through an agent (which person includes a
broker, nominee or middleman) for a non-Permitted Transferee, on the agent;
(iii) that the person otherwise liable for the tax shall be relieved of
liability for the tax if the transferee furnishes to such person an affidavit
that the transferee is a Permitted Transferee and, at the time of transfer, such
person does not have actual knowledge that the affidavit is false; and (iv) that
each of the Class R Certificates may be a "noneconomic residual interest" within
the meaning of proposed Treasury regulations promulgated under 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 is to impede the assessment or collection of
tax.



                                      H-1
<PAGE>


                  4. The Owner is aware of the tax imposed on a "pass-through
entity" holding the Class R Certificates if, at any time during the taxable year
of the pass-through entity, a non-Permitted Transferee is the record holder of
an interest in such entity. (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.)

                  5. The Owner is aware that the Trustee will not register the
transfer of any Class R Certificate unless the transferee, or the transferee's
agent, delivers to the Trustee, among other things, an affidavit in
substantially the same form as this affidavit. The Owner expressly agrees that
it will not consummate any such transfer if it knows or believes that any of the
representations contained in such affidavit and agreement are false.

                  6. The Owner consents to any additional restrictions or
arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable arrangement to ensure that the Class R Certificates will only be
owned, directly or indirectly, by an Owner that is a Permitted Transferee.

                  7. The Owner's taxpayer identification number is
_________________.

                  8. The Owner has reviewed the restrictions set forth on the
face of the Class R Certificates and the provisions of Section 5.02(d) of the
Pooling and Servicing Agreement under which the Class R Certificates were issued
(in particular, clauses (iii)(A) and (iii)(B) of Section 5.02(d) which authorize
the Trustee to deliver payments to a person other than the Owner and negotiate a
mandatory sale by the Trustee in the event that the Owner holds such Certificate
in violation of Section 5.02(d)); and that the Owner expressly agrees to be
bound by and to comply with such restrictions and provisions.

                  9. The Owner is not acquiring and will not transfer the Class
R Certificates in order to impede the assessment or collection of any tax.

                  10. The Owner anticipates that it will, so long as it holds
the Class R Certificates, have sufficient assets to pay any taxes owed by the
holder of such Class R Certificates, and hereby represents to and for the
benefit of the person from whom it acquired the Class R Certificates that the
Owner intends to pay taxes associated with holding such Class R Certificates as
they become due, fully understanding that it may incur tax liabilities in excess
of any cash flows generated by the Class R Certificates.

                  11. The Owner has no present knowledge that it may become
insolvent or subject to a bankruptcy proceeding for so long as it holds the
Class R Certificates.

                  12. The Owner has no present knowledge or expectation that it
will be unable to pay any United States taxes owed by it so long as any of the
Certificates remain outstanding.

                  13. The Owner is not acquiring the Class R Certificates with
the intent to transfer the Class R Certificates to any person or entity that
will not have sufficient assets to pay any taxes owed by the holder of such
Class R Certificates, or that may become insolvent or subject to a bankruptcy
proceeding, for so long as the Class R Certificates remain outstanding.



                                      H-2
<PAGE>


                  14. The Owner will, in connection with any transfer that it
makes of the Class R Certificates, obtain from its transferee the
representations required by Section 5.02(d) of the Pooling and Servicing
Agreement under which the Class R Certificate were issued and will not
consummate any such transfer if it knows, or knows facts that should lead it to
believe, that any such representations are false.

                  15. The Owner will, in connection with any transfer that it
makes of the Class R Certificates, deliver to the Trustee an affidavit, which
represents and warrants that it is not transferring the Class R Certificates to
impede the assessment or collection of any tax and that it has no actual
knowledge that the proposed transferee: (i) has insufficient assets to pay any
taxes owed by such transferee as holder of the Class R Certificates; (ii) may
become insolvent or subject to a bankruptcy proceeding for so long as the Class
R Certificates remains outstanding; and (iii) is not a "Permitted Transferee".

                  16. The Owner is 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 or any political subdivision thereof, or an estate or
trust whose income from sources without the United States may be included in
gross income for United States federal income tax purposes regardless of its
connection with the conduct of a trade or business within the United States.




                                      H-3
<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:




                                      H-4
<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 (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.




                                      H-5
<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:




                                      H-6
<PAGE>


                                    EXHIBIT I
                                    ---------

                      FORM OF MASTER SERVICER CERTIFICATION

                  Re:      Citigroup Mortgage Loan Trust, Series 2004-HYB3
                           Mortgage Pass-Through Certificates, Series 2004-HYB3

                  I, [identify the certifying individual], certify that:

                  l. I have reviewed the information required to be provided to
the Trustee by the Master Servicer pursuant to the Pooling and Servicing
Agreement (the "Servicing Information");

                  2. Based on my knowledge, the Servicing Information, 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 this annual report;

                  3. Based on my knowledge, the Servicing Information required
to be provided to the Trustee by the Master Servicer has been provided as
required under the Pooling and Servicing Agreement;

                  4. I am responsible for reviewing the activities performed by
the Master Servicer under the Pooling and Servicing Agreement and based upon my
knowledge and the annual compliance review required under the Pooling and
Servicing Agreement, and except as disclosed by written notice to the Trustee or
in the annual compliance statement or certified public accountant's report
required to be delivered to the Trustee in accordance with the terms of the
Pooling and Servicing Agreement (which has been so delivered to the Trustee),
the Master Servicer has, for the period covered by the Form 10-K Annual Report,
fulfilled its obligations under the Pooling and Servicing Agreement; and

                  5. The Master Servicer has disclosed to its certified public
accountants and the Depositor all significant deficiencies relating to the
Master Servicer's compliance with the minimum servicing standards in accordance
with a review conducted in compliance with the Uniform Single Attestation
Program for Mortgage Bankers or similar procedure, as set forth in the Pooling
and Servicing Agreement.




                                      I-1
<PAGE>



                  Capitalized terms used but not defined herein have the
meanings ascribed to them in the Pooling and Servicing Agreement, dated
September 1, 2004 (the "Pooling and Servicing Agreement"), among the Depositor
as depositor, Wells Fargo Bank, N.A. as master servicer and trust administrator
and HSBC Bank USA, National Association as trustee.

                                            WELLS FARGO BANK, N.A.


                                            By: ________________________________
                                            Name:
                                            Title:
                                            Date:




                                      I-2
<PAGE>



                                   SCHEDULE 1

                             MORTGAGE LOAN SCHEDULE

                                [FILED BY PAPER]









                                      I-3
<PAGE>



                                   SCHEDULE 2

                 SCHEDULE OF SERVICERS AND SERVICING AGREEMENTS

                            [AVAILABLE UPON REQUEST]









                                      I-4