CITIGROUP MORTGAGE LOAN TRUST INC.

                                    Depositor



                         WELLS FARGO HOME MORTGAGE, INC.

                                    Servicer



                        WELLS FARGO BANK MINNESOTA, N.A.

                               Trust Administrator



                                       and



                                  HSBC BANK USA

                                     Trustee




                         POOLING AND SERVICING AGREEMENT
                          Dated as of December 1, 2003



                       Citigroup Mortgage Loan Trust Inc.
                     Asset-Backed Pass-Through Certificates

                                 Series 2003-HE3





<PAGE>


<TABLE>
<CAPTION>

                                                 TABLE OF CONTENTS

                                                     ARTICLE I

                                                    DEFINITIONS
<S>                                                                                                           <C>
         SECTION 1.01.     Defined Terms........................................................................-1-
         SECTION 1.02.     Allocation of Certain Interest Shortfalls...........................................-44-


                                                    ARTICLE II

                                           CONVEYANCE OF MORTGAGE LOANS;
                                         ORIGINAL ISSUANCE OF CERTIFICATES
         SECTION 2.01.     Conveyance of the Mortgage Loans....................................................-46-
         SECTION 2.02.     Acceptance of REMIC I by Trustee....................................................-48-
         SECTION 2.03.     Repurchase or Substitution of Mortgage Loans by the ................................-50-
         SECTION 2.04.     Reserved............................................................................-52-
         SECTION 2.05.     Representations, Warranties and Covenants of the Servicer...........................-52-
         SECTION 2.06.     Acceptance of REMIC I by the Trustee; Issuance of the REMIC I
                           Regular Interests and the Class R-I Interest........................................-54-
         SECTION 2.07.     Conveyance of the REMIC I Regular Interests; Acceptance of
                           REMIC II by the Trustee; Issuance of the Regular Interests in REMIC
                           II..................................................................................-54-
         SECTION 2.08.     Issuance of Class R Certificates....................................................-55-
         SECTION 2.09.     Conveyance of the Class CE Interest; Acceptance of REMIC III by
                           the Trustee.........................................................................-55-
         SECTION 2.10.     ....................................................................................-55-
                  Conveyance of the Class P Interest; Acceptance of REMIC IV by
the Trustee.
................................................................................................................-55-


                  SECTION 2.11.     Issuance of Class R-X Certificates.........................................-56-

                                                    ARTICLE III

                                           ADMINISTRATION AND SERVICING
                                               OF THE MORTGAGE LOANS
         SECTION 3.01.     Servicer to Act as Servicer.........................................................-57-
         SECTION 3.02.     Sub-Servicing Agreements Between Servicer and Sub-Servicers
                            ...................................................................................-59-
         SECTION 3.03.     Successor Sub-Servicers.............................................................-60-
         SECTION 3.04.     No Contractual Relationship Between Sub-Servicer, Trust
                           Administrator, Trustee or the Certificateholders....................................-60-
         SECTION 3.05.     Assumption or Termination of Sub-Servicing Agreement by Trust
                           Administrator.......................................................................-60-
         SECTION 3.06.     [Reserved]..........................................................................-61-


                                                        -i-

<PAGE>



         SECTION 3.07.     Collection of Certain Mortgage Loan Payments........................................-61-
         SECTION 3.08.     [Reserved]..........................................................................-61-
         SECTION 3.09.     Collection of Taxes, Assessments and Similar Items; Servicing
                           Accounts............................................................................-61-
         SECTION 3.10.     Collection Account and Distribution Account.........................................-62-
         SECTION 3.11.     Withdrawals from the Collection Account and Distribution Account
                            ...................................................................................-65-
         SECTION 3.12.     Investment of Funds in the Investment Accounts......................................-67-
         SECTION 3.13.     [Reserved]..........................................................................-68-
         SECTION 3.14.     Maintenance of Hazard Insurance and Errors and Omissions and
                           Fidelity Coverage...................................................................-68-
         SECTION 3.15.     Enforcement of Due-on-Sale Clauses; Assumption Agreements
                            ...................................................................................-69-
         SECTION 3.16.     Realization Upon Defaulted Mortgage Loans...........................................-70-
         SECTION 3.17.     Trustee and Trust Administrator to Cooperate; Release of Mortgage
                           Files...............................................................................-72-
         SECTION 3.18.     Servicing Compensation..............................................................-73-
         SECTION 3.19.     Reports to the Trustee and the Trust Administrator; Collection
                           Account Statements..................................................................-74-
         SECTION 3.20.     Statement as to Compliance..........................................................-74-
         SECTION 3.21.     Independent Public Accountants' Servicing Report....................................-74-
         SECTION 3.22.     Access to Certain Documentation.....................................................-75-
         SECTION 3.23.     Title, Management and Disposition of REO Property...................................-75-
         SECTION 3.24.     Obligations of the Servicer in Respect of Prepayment Interest
                           Shortfalls..........................................................................-78-
         SECTION 3.25.     [Reserved]..........................................................................-78-
         SECTION 3.26.     Obligations of the Servicer in Respect of Mortgage Rates and
                           Monthly Payments....................................................................-79-
         SECTION 3.27.     Net WAC Rate Carryover Reserve Account..............................................-79-
         SECTION 3.28.     Advance Facility....................................................................-80-
         SECTION 3.29.     Extra Servicing Fee Reserve Account.................................................-81-

                                                    ARTICLE IV

                                          PAYMENTS TO CERTIFICATEHOLDERS
         SECTION 4.01.     Distributions.......................................................................-83-
         SECTION 4.02.     Statements to Certificateholders....................................................-91-
         SECTION 4.03.     Remittance Reports; Advances........................................................-94-
         SECTION 4.04.     Allocation of Realized Losses.......................................................-96-
         SECTION 4.05.     Compliance with Withholding Requirements............................................-97-
         SECTION 4.06.     ....................................................................................-98-
                  Exchange Commission; Additional Information..................................................-98-
         SECTION 4.07.     ...................................................................................-100-
                  The Policy..................................................................................-100-

                                                     ARTICLE V


                                                        -ii-

<PAGE>

                                                 THE CERTIFICATES
         SECTION 5.01.     The Certificate....................................................................-103-
         SECTION 5.02.     Registration of Transfer and Exchange of Certificates..............................-105-
         SECTION 5.03.     Mutilated, Destroyed, Lost or Stolen Certificates..................................-109-
         SECTION 5.04.     Persons Deemed Owners..............................................................-110-
         SECTION 5.05.     Certain Available Information......................................................-110-

                                                    ARTICLE VI

                                          THE DEPOSITOR AND THE SERVICER
         SECTION 6.01.     Liability of the Depositor and the Servicer........................................-112-
         SECTION 6.02.     Merger or Consolidation of the Depositor or the Servicer...........................-112-
         SECTION 6.03.     Limitation on Liability of the Depositor, the Servicer and Others
                            ..................................................................................-112-
         SECTION 6.04.     Limitation on Resignation of the Servicer..........................................-113-
         SECTION 6.05.     Rights of the Depositor in Respect of the Servicer.................................-113-
         SECTION 6.06.........................................................................................-114-
                  Duties of the Credit Risk Manager...........................................................-114-
         SECTION 6.07.........................................................................................-115-
                  Limitation Upon Liability of the Credit Risk Manager........................................-115-
         SECTION 6.08.........................................................................................-115-
                  Removal of the Credit Risk Manager..........................................................-115-

                                                    ARTICLE VII

                                                      DEFAULT
         SECTION 7.01.     Servicer Events of Default.........................................................-116-
         SECTION 7.02.     Trust Administrator or Trustee to Act; Appointment of Successor.
                            ..................................................................................-118-
         SECTION 7.03.     Notification to Certificateholders.................................................-119-
         SECTION 7.04.     Waiver of Servicer Events of Default...............................................-120-

                                                   ARTICLE VIII

                                              CONCERNING THE TRUSTEE
         SECTION 8.01.........................................................................................-121-
                  Duties of Trustee and Trust Administrator...................................................-121-
         SECTION 8.02.     ...................................................................................-122-
                  Certain Matters Affecting the Trustee and the Trust Administrator...........................-122-
         SECTION 8.03.........................................................................................-123-
                  Neither Trustee nor Trust Administrator Liable for Certificates or Mortgage Loans.
...............................................................................................................-123-
         SECTION 8.04.........................................................................................-124-
                  Trustee and Trust Administrator May Own Certificates........................................-124-
         SECTION 8.05.........................................................................................-124-


                                                       -ii-

<PAGE>



                  Trustee's and Trust Administrator's Fees and Expenses.......................................-124-
         SECTION 8.06.........................................................................................-125-
                  Eligibility Requirements for Trustee and Trust Administrator................................-125-
         SECTION 8.07.........................................................................................-125-
                  Resignation and Removal of the Trustee or the Trust Administrator...........................-125-
         SECTION 8.08.     ...................................................................................-127-
                  Successor Trustee or Trust Administrator....................................................-127-
         SECTION 8.09.........................................................................................-128-
                  Merger or Consolidation of Trustee or Trust Administrator...................................-128-
         SECTION 8.10.........................................................................................-128-
                  Appointment of Co-Trustee or Separate Trustee...............................................-128-
         SECTION 8.11.........................................................................................-129-
                  Reserved....................................................................................-129-
         SECTION 8.12.........................................................................................-129-
                  Appointment of Office or Agency.............................................................-129-
         SECTION 8.13.........................................................................................-129-
                  Representations and Warranties..............................................................-129-

                                                    ARTICLE IX

                                                    TERMINATION
         SECTION 9.01      Termination Upon Repurchase or Liquidation of All Mortgage
                                             Loans............................................................-130-
         SECTION 9.02      Additional Termination Requirements................................................-132-

                                                     ARTICLE X

                                                 REMIC PROVISIONS
         SECTION 10.01.             REMIC Administration......................................................-133-
         SECTION 10.02.             Prohibited Transactions and Activities....................................-135-
         SECTION 10.03.             Servicer, Trust Administrator and Trustee Indemnification.................-136-

                                                    ARTICLE XI

                                             MISCELLANEOUS PROVISIONS
         SECTION 11.01.             Amendment.................................................................-137-
         SECTION 11.02.             Recordation of Agreement; Counterparts....................................-138-
         SECTION 11.03.             Limitation on Rights of Certificateholders................................-138-
         SECTION 11.04.             Governing Law.............................................................-139-
         SECTION 11.05.             Notices...................................................................-139-
         SECTION 11.06.             Severability of Provisions................................................-140-
         SECTION 11.07.             Notice to Rating Agencies.................................................-140-
         SECTION 11.08.             Article and Section References............................................-141-
         SECTION 11.09.             Grant of Security Interest................................................-141-
         SECTION 11.10........................................................................................-142-
                  Rights of the Certificate Insurer...........................................................-142-
</TABLE>


                                                       -iv-

<PAGE>


<TABLE>
<CAPTION>

EXHIBITS

<S>               <C>
Exhibit A-1       Form of Class A Certificate
Exhibit A-2       Form of Class M-1 Certificate
Exhibit A-3       Form of Class M-2 Certificate
Exhibit A-4       Form of Class M-3 Certificate
Exhibit A-5       Form of Class M-4 Certificate
Exhibit A-6       Form of Class CE Certificate
Exhibit A-7       Form of Class P Certificate
Exhibit A-8       Form of Class R Certificate
Exhibit A-9       Form of Class R-X Certificate
Exhibit B         Copy of Certificate Guaranty Insurance Policy
Exhibit C-1       Form of Trust Administrator's Initial Certification
Exhibit C-2       Form of Trust Administrator's Final Certification
Exhibit D-1       Form of Cap Contract
Exhibit D-2       Form of Mortgage Loan Purchase Agreement
Exhibit E         Request for Release
Exhibit F-1       Form of Transferor Representation Letter and Form of Transferee Representation
                  Letter in Connection with Transfer of the Private Certificates Pursuant to Rule 144A
                  Under the 1933 Act
Exhibit F-2       Form of Transfer Affidavit and Agreement and Form of Transferor Affidavit in
                  Connection with Transfer of Residual Certificates
Exhibit G         Form of Certification with respect to ERISA and the Code
Exhibit H         [Reserved]
Exhibit I         [Reserved]
Exhibit J         [Reserved]
Exhibit K         Form of Lost Note Affidavit
Exhibit L-1       Form of Certification to Be Provided by the Depositor with Form 10-K
Exhibit L-2       Form of Certification to Be Provided to Depositor by the Trustee
Exhibit L-3       Form of Certification to Be Provided to Depositor by the Servicer

Schedule 1        Mortgage Loan Schedule
Schedule 2        Prepayment Charge Schedule
</TABLE>







                                       -v-

<PAGE>



                  This Pooling and Servicing Agreement, is dated and effective
as of December 1, 2003, among CITIGROUP MORTGAGE LOAN TRUST INC. as depositor,
WELLS FARGO HOME MORTGAGE, INC. as servicer, WELLS FARGO BANK MINNESOTA, N.A. as
trust administrator and HSBC BANK USA as trustee.

                             PRELIMINARY STATEMENT:

                  The Depositor intends to sell pass-through certificates to be
issued hereunder in multiple classes, which in the aggregate will evidence the
entire beneficial ownership interest in each REMIC (as defined herein) created
hereunder. The Trust Fund will consist of a segregated pool of assets comprised
of the Mortgage Loans and certain other related assets subject to this
Agreement.



                                      -vi-

<PAGE>




                                     REMIC I

                  As provided herein, the Trust Administrator will elect to
treat the segregated pool of assets consisting of the Mortgage Loans and certain
other related assets (other than the Servicer Prepayment Charge Payment Amount,
the Cap Contract and the Net WAC Rate Carryover Reserve Account) subject to this
Agreement as a REMIC 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>


                                         REMIC I                       Initial                   Latest Possible
         Designation                 Remittance Rate           Uncertificated Balance           Maturity Date(1)
         -----------                 ---------------           ----------------------           ----------------
<S>                                   <C>                     <C>                               <C>
           I-LTAA                      Variable(2)                $ 451,055,335.18                December 2033

            I-LTA                      Variable(2)                 $ 4,372,470.00                 December 2033

           I-LTM1                      Variable(2)                   $ 57,530.00                  December 2033

           I-LTM2                      Variable(2)                   $ 46,030.00                  December 2033

           I-LTM3                      Variable(2)                   $ 57,530.00                  December 2033

           I-LTM4                      Variable(2)                   $ 46,030.00                  December 2033

           I-LTZZ                      Variable(2)                 $ 4,625,620.92                 December 2033

            I-LTP                      Variable(2)                    $ 100.00                    December 2033
_______________
</TABLE>

(1)  Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
     regulations, the Distribution Date in the third month following the month
     in which 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.


                                      -vii-

<PAGE>



                                    REMIC II

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


<TABLE>
<CAPTION>

                                                                  Initial Aggregate
                                                                Certificate Principal            Latest Possible
         Designation                Pass-Through Rate                  Balance                  Maturity Date(1)
         -----------                -----------------                  -------                  ----------------
<S>                                 <C>                          <C>                           <C>
           Class A                     Variable(2)                $ 437,247,000.00                December 2033

          Class M-1                    Variable(2)                 $ 5,753,000.00                 December 2033

          Class M-2                    Variable(2)                 $ 4,603,000.00                 December 2033

          Class M-3                    Variable(2)                 $ 5,753,000.00                 December 2033

          Class M-4                    Variable(2)                 $ 4,603,000.00                 December 2033

      Class CE Interest                Variable(3)                 $ 2,301,546.10                 December 2033

      Class P Interest                   N/A(4)                       $ 100.00                    December 2033
_______________
</TABLE>
(1)  Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
     regulations, the Distribution Date in the third month following the month
     in which 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.
(3)  The Class CE Interest will accrue interest at its variable Pass-Through
     Rate on the Notional Amount of the Class CE Interest outstanding from time
     to time which shall equal the Uncertificated Balance of the REMIC I Regular
     Interests. The Class CE Interest will not accrue interest on its
     Certificate Principal Balance.
(4)  The Class P Interest will not accrue interest.




                                     -viii-

<PAGE>



                                    REMIC III

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



<TABLE>
<CAPTION>

                                                                  Initial Aggregate
                                                                Certificate Principal            Latest Possible
         Designation                Pass-Through Rate                  Balance                  Maturity Date(1)
         -----------                -----------------                  -------                  ----------------
<S>                                 <C>                          <C>                           <C>

          Class CE                     Variable(2)                 $ 2,301,546.10                 December 2033

_______________
</TABLE>
(1)  Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
     regulations, the Distribution Date in the third month following the month
     in which the Mortgage Loan with the latest maturity date has been
     designated as the "latest possible maturity date" for each Class of
     Certificates.
(2)  The Class CE Certificates will receive 100% of amounts received in respect
     of the Class CE Interest.



                                      -ix-

<PAGE>



                                    REMIC IV

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



<TABLE>
<CAPTION>

                                                                  Initial Aggregate
                                                                Certificate Principal            Latest Possible
         Designation                Pass-Through Rate                  Balance                  Maturity Date(1)
         -----------                -----------------                  -------                  ----------------
<S>                                 <C>                          <C>                           <C>

         Class P(2)                        N/A                         $100.00                    December 2033
_______________
</TABLE>

(1)  Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
     regulations, the Distribution Date in the third month following the month
     in which the Mortgage Loan with the latest maturity date has been
     designated as the "latest possible maturity date" for each Class of
     Certificates.
(2)  The Class P Certificates will receive 100% of amounts received in respect
     of the Class P Interest.


                  As of the Cut-off Date, the Mortgage Loans had an aggregate
principal balance equal to $460,260,646.10.

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



                                       -x-

<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.

                  "Accepted Servicing Practices": The servicing standards set
forth in Section 3.01.

                  "Accrued Certificate Interest": With respect to any Class A
Certificate, Mezzanine Certificate, the Class CE Interest and each Distribution
Date, interest accrued during the related Interest Accrual Period at the
Pass-Through Rate for such Certificate for such Distribution Date on the
Certificate Principal Balance, in the case of the Class A Certificates and the
Mezzanine Certificates, or on the Notional Amount, in the case of the Class CE
Interest, of such Certificate immediately prior to such Distribution Date. The
Class P Interest is not entitled to distributions in respect of interest and,
accordingly, will not accrue interest. All distributions of interest on the
Class A Certificates and the Mezzanine Certificates will be calculated on the
basis of a 360-day year and the actual number of days in the applicable Interest
Accrual Period. All distributions of interest on the Class CE Interest will be
based on a 360-day year consisting of twelve 30-day months. Accrued Certificate
Interest with respect to each Distribution Date, as to any Class A Certificate,
Mezzanine Certificate or the Class CE Interest, shall be reduced by an amount
equal to the portion allocable to such Certificate pursuant to Section 1.02
hereof of the sum of (a) the aggregate Prepayment Interest Shortfall, if any,
for such Distribution Date to the extent not covered by payments pursuant to
Section 3.24 and (b) the aggregate amount of any Relief Act Interest Shortfall,
if any, for such Distribution Date. In addition, Accrued Certificate Interest
with respect to each Distribution Date, as to the Class CE Interest shall be
reduced by an amount equal to the portion allocable to the Class CE Interest of
Realized Losses, if any, pursuant to Section 4.04 hereof.

                  "Actuarial Mortgage Loan":  Any Mortgage Loan other than a
Simple Interest Mortgage Loan.

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

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

                  "Advance": As to any Mortgage Loan, any advance made by the
Servicer in respect of any Distribution Date pursuant to Section 4.03.




<PAGE>



                  "Advancing Person": As defined in Section 3.28 hereof.

                  "Affiliate": With respect to any specified Person, any other
Person controlling or controlled by or under common control with such specified
Person. For the purposes of this definition, "control" when used with respect to
any specified Person means the power to direct the management and policies of
such Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise, and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.

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

                  "Allocated Interest Shortfall Amount": With respect to any
Distribution Date and the Class A Certificates or any Class of Mezzanine
Certificates, the sum of (i) the portion allocated to such Class or Certificates
on such Distribution Date pursuant to Section 1.02 hereof of (A) any Prepayment
Interest Shortfalls for such Distribution Date to the extent not covered by
payments pursuant to Section 3.24 and (B) any Relief Act Interest Shortfalls for
such Distribution Date and (ii) the amount of any Allocated Interest Shortfall
Amount for such Class of Certificates remaining unpaid from the previous
Distribution Date.

                  "Allocated Realized Loss Amount": With respect to any
Distribution Date and any Class of Mezzanine Certificates, the sum of (i) any
Realized Losses allocated to such Class of Certificates on such Distribution
Date and (ii) the amount of any Allocated Realized Loss Amount for such Class of
Certificates remaining unpaid from the previous Distribution Date.

                  "Assignment": An assignment of Mortgage, notice of transfer or
equivalent instrument, in recordable form (excepting therefrom, if applicable,
the mortgage recordation information which has not been required pursuant to
Section 2.01 hereof or returned by the applicable recorder's office), 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, which
assignment, notice of transfer or equivalent instrument may be in the form of
one or more blanket assignments covering Mortgages secured by Mortgaged
Properties located in the same county, if permitted by law.

                  "Available Distribution Amount": With respect to any
Distribution Date, an amount equal to (1) the sum of (a) the aggregate of the
amounts on deposit in the Collection Account and Distribution Account
attributable to the Mortgage Loans as of the close of business on the related
Determination Date, (b) the aggregate of any amounts received in respect of an
REO Property withdrawn from any REO Account and deposited in the Distribution
Account for such Distribution Date pursuant to Section 3.23, (c) the aggregate
of any amounts deposited in the Distribution Account by the Servicer in respect
of Prepayment Interest Shortfalls attributable to the Mortgage Loans for such
Distribution Date pursuant to Section 3.24, (d) the aggregate of any Advances
attributable to the Mortgage Loans made by the Servicer for such Distribution
Date pursuant to Section 4.03, (e) the aggregate of any advances made by the
Trust Administrator as successor Servicer or any other successor Servicer for
such Distribution Date pursuant to Section 7.02(b), (f) the aggregate of any
withdrawals from the Simple Interest Excess Sub-Account and (g) any Extra
Servicing Fees withdrawn from the Extra Servicing Fee Reserve Account pursuant
to Section 3.29


                                       -2-

<PAGE>



but not payable to the Servicer pursuant to Section 3.29, reduced (to not less
than zero), by (2) the portion of the amount described in clause (1)(a) above
that represents (i) Monthly Payments on the Mortgage Loans received from a
Mortgagor on or prior to the Determination Date but due during any Due Period
subsequent to the related Due Period, (ii) Principal Prepayments on the Mortgage
Loans received after the related Prepayment Period (together with any interest
payments received with such Principal Prepayments to the extent they represent
the payment of interest accrued on the Mortgage Loans during a period subsequent
to the related Prepayment Period) (other than Prepayment Charges), (iii)
Liquidation Proceeds and Insurance Proceeds received in respect of the Mortgage
Loans after the related Prepayment Period, (iv) amounts reimbursable or payable
to the Depositor, the Servicer, the Trust Administrator, the Trustee, the Seller
or any Sub-Servicer pursuant to Section 3.11, Section 3.12, Section 8.05 or
otherwise payable in respect of Extraordinary Trust Fund Expenses, (v) the Trust
Administration Fee payable from the Distribution Account pursuant to Section
8.05, (vi) the Credit Risk Manager Fee payable from the Distribution Account;
(vii) amounts deposited in the Collection Account or the Distribution Account in
error, (viii) the amount of any Prepayment Charges collected by the Servicer in
connection with the Principal Prepayment of any of the Mortgage Loans or any
Servicer Prepayment Charge Payment Amount with respect to the Mortgage Loans,
(ix) amounts required to be deposited into the Extra Servicing Fee Reserve
Account and (x) deposits to the Simple Interest Excess Sub-Account.

                  "Balloon Mortgage Loan": A Mortgage Loan that provides for the
payment of the unamortized principal balance of such Mortgage Loan in a single
payment at the maturity of such Mortgage Loan that is substantially greater than
the preceding monthly payment.

                  "Balloon Payment": A payment of the unamortized principal
balance of a Mortgage Loan in a single payment at the maturity of such Mortgage
Loan that is substantially greater than the preceding Monthly Payment.

                  "Bankruptcy Code": The Bankruptcy Reform Act of 1978 (Title 11
of the United States Code), as amended.

                  "Bankruptcy Loss": With respect to any Mortgage Loan, a
Realized Loss resulting from a Deficient Valuation or Debt Service Reduction.

                  "Book-Entry Certificate": The Class A Certificates and the
Mezzanine Certificates for so long as the Certificates of such Class shall be
registered in the name of the Depository or its nominee.

                  "Book-Entry Custodian": The custodian appointed pursuant to
Section 5.01.

                  "Business Day": Any day other than a Saturday, a Sunday or a
day on which banking or savings and loan institutions in the State of Iowa, the
State of New York, the State of Maryland, the State of Minnesota or in the city
in which the Corporate Trust Office of the Trust Administrator or the Corporate
Trust Office of the Trustee is located, are authorized or obligated by law or
executive order to be closed.

                  "Cap Amount": As defined in Section 4.01(a)(4).


                                       -3-

<PAGE>




                  "Cap Contract": The cap contract between the Trust
Administrator on behalf of the Trustee and the counterparty thereunder, the form
of which is attached hereto as Exhibit D-1.

                  "Cash-Out Refinancing": A Refinanced Mortgage Loan the
proceeds of which are more than a nominal amount in excess of the principal
balance of any existing first mortgage or subordinate mortgage on the related
Mortgaged Property and related closing costs.

                  "Certificate": Any one of the Citigroup Mortgage Loan Trust
Inc., Asset-Backed Certificates, Series 2003-HE3, Class A, Class M-1, Class M-2,
Class M-3, Class M-4, Class CE, Class P, Class R and Class R-X issued under this
Agreement.

                  "Certificate Factor": With respect to any Class of Regular
Certificates as of any Distribution Date, a fraction, expressed as a decimal
carried to six places, the numerator of which is the aggregate Certificate
Principal Balance (or the Notional Amount, in the case of the Class CE
Certificates) of such Class of Certificates on such Distribution Date (after
giving effect to any distributions of principal and in the case of the Mezzanine
Certificates and the Class CE Certificates, the allocations of Realized Losses
in reduction of the Certificate Principal Balance (or the Notional Amount, in
the case of the Class CE Certificates) of such Class of Certificates to be made
on such Distribution Date), and the denominator of which is the initial
aggregate Certificate Principal Balance (or the Notional Amount, in the case of
the Class CE Certificates) of such Class of Certificates as of the Closing Date.

                  "Certificate Insurer": Ambac Assurance Corporation, a
Wisconsin-domiciled stock insurance corporation or its successors in interest.

                  "Certificate Insurer Default": The existence and continuance
of any of the following: (a) a failure by the Certificate Insurer to make a
payment required under the Policy in accordance with its terms; or (b)(i) the
Certificate Insurer (A) files any petition or commences any case or proceeding
under any provision or chapter of the Bankruptcy Code or any other similar
federal or state law relating to insolvency, bankruptcy, rehabilitation,
liquidation or reorganization, (B) makes a general assignment for the benefit of
its creditors, or (C) has an order for relief entered against it under the
Bankruptcy Code or any other similar federal or state law relating to
insolvency, bankruptcy, rehabilitation, liquidation or reorganization which is
final and nonappealable; or (ii) a court of competent jurisdiction, the
Wisconsin insurance department or other competent regulatory authority enters a
final and nonappealable order, judgment or decree (A) appointing a custodian,
trustee, agent or receiver for the Certificate Insurer or for all or any
material portion of its property or (B) authorizing the taking of possession by
a custodian, trustee, agent or receiver of the Certificate Insurer (or the
taking of possession of all or any material portion of the property of the
Certificate Insurer).

                  "Certificate Insurer Premium": The Policy premium payable
pursuant to Section 4.01(a) hereof for each Distribution Date in an amount equal
to the Certificate Insurer Premium Rate accrued for one month, on the basis of a
360-day year consisting of twelve 30-day months, on the Certificate Principal
Balance of the Class A Certificates immediately prior to such Distribution Date.



                                       -4-

<PAGE>



                  "Certificate Insurer Premium Rate": The per annum rate
specified in the definition of "Premium Percentage" in the Insurance Agreement.

                  "Certificate Margin": With respect to the Class A
Certificates, 0.380% in the case of each Distribution Date through and including
the Distribution Date on which the aggregate Principal Balance of the Mortgage
Loans (and properties acquired in respect thereof) remaining in the Trust Fund
is reduced to less than 10% of the aggregate Principal Balance of the Mortgage
Loans as of the Cut-off Date and 0.760% in the case of each Distribution Date
thereafter.

                  With respect to the Class M-1 Certificates, 1.600% in the case
of each Distribution Date through and including the Distribution Date on which
the aggregate Principal Balance of the Mortgage Loans (and properties acquired
in respect thereof) remaining in the Trust Fund is reduced to less than 10% of
the aggregate Principal Balance of the Mortgage Loans as of the Cut-off Date and
2.400% in the case of each Distribution Date thereafter.

                  With respect to the Class M-2 Certificates, 2.250% in the case
of each Distribution Date through and including the Distribution Date on which
the aggregate Principal Balance of the Mortgage Loans (and properties acquired
in respect thereof) remaining in the Trust Fund is reduced to less than 10% of
the aggregate Principal Balance of the Mortgage Loans as of the Cut-off Date and
3.375% in the case of each Distribution Date thereafter.

                  With respect to the Class M-3 Certificates, 2.350% in the case
of each Distribution Date through and including the Distribution Date on which
the aggregate Principal Balance of the Mortgage Loans (and properties acquired
in respect thereof) remaining in the Trust Fund is reduced to less than 10% of
the aggregate Principal Balance of the Mortgage Loans as of the Cut-off Date and
3.525% in the case of each Distribution Date thereafter.

                  With respect to the Class M-4 Certificates, 3.000% in the case
of each Distribution Date through and including the Distribution Date on which
the aggregate Principal Balance of the Mortgage Loans (and properties acquired
in respect thereof) remaining in the Trust Fund is reduced to less than 10% of
the aggregate Principal Balance of the Mortgage Loans as of the Cut-off Date and
4.500% in the case of each Distribution Date thereafter.

                  "Certificateholder" or "Holder": The Person in whose name a
Certificate is registered in the Certificate Register, except that a
Disqualified Organization or a Non-United States Person shall not be a Holder of
a Residual Certificate for any purposes hereof and, solely for the purposes of
giving any consent pursuant to this Agreement, any Certificate registered in the
name of the Depositor or the Servicer or any Affiliate thereof shall be deemed
not to be outstanding and the Voting Rights to which it is entitled shall not be
taken into account in determining whether the requisite percentage of Voting
Rights necessary to effect any such consent has been obtained, except as
otherwise provided in Section 11.01. The Trustee and the Trust Administrator may
conclusively rely upon a certificate of the Depositor or the Servicer in
determining whether a Certificate is held by an Affiliate thereof. All
references herein to "Holders" or "Certificateholders" shall reflect the rights
of Certificate Owners as they may indirectly exercise such rights through the
Depository and participating members thereof, except as otherwise specified
herein; provided, however, that the Trustee and the Trust Administrator shall be
required to recognize as a "Holder" or


                                       -5-

<PAGE>



"Certificateholder" only the Person in whose name a Certificate is registered in
the Certificate Register.

                  "Certificate Owner": With respect to a Book-Entry Certificate,
the Person who is the beneficial owner of such Certificate as reflected on the
books of the Depository or on the books of a Depository Participant or on the
books of an indirect participating brokerage firm for which a Depository
Participant acts as agent.

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

                  "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 one of the Class 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 A Overcollateralization Deficiency Amount": With
respect to any Distribution Date, the excess of (i) the aggregate Certificate
Principal Balance of the Class A Certificates after giving effect to
distributions of principal to be made on such Distribution Date (without regard
to any payments of principal under the Policy) over (ii) the aggregate Stated
Principal Balance of the Mortgage Loans on the last day of the immediately
preceding Due Period.

                  "Class A Principal Distribution Amount": With respect to any
Distribution Date, the excess of (x) the Certificate Principal Balance of the
Class A Certificates immediately prior to such Distribution Date over (y) the
lesser of (A) the product of (i) 90.00% and (ii) the aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due Period and
(B) the aggregate Stated Principal Balance of the Mortgage Loans as of the last
day of the related Due Period minus $2,301,303.23.

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


                                       -6-

<PAGE>



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

                  "Class M-1 Certificate": Any one of the Class M-1 Certificates
executed, authenticated and delivered by the Trust Administrator, substantially
in the form annexed hereto as Exhibit A-2 and evidencing a Regular Interest in
REMIC II for purposes of the REMIC Provisions.

                  "Class M-1 Principal Distribution Amount": With respect to any
Distribution Date, the excess of (x) the sum of (i) the Certificate Principal
Balance of the Class A Certificates (after taking into account the payment of
the Class A Principal Distribution Amount on such Distribution Date) and (ii)
the Certificate Principal Balance of the Class M-1 Certificates immediately
prior to such Distribution Date over (y) the lesser of (A) the product of (i)
92.50% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as
of the last day of the related Due Period and (B) the aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due Period minus
$2,301,303.23.

                  "Class M-2 Certificate": Any one of the Class M-2 Certificates
executed, authenticated and delivered by the Trust Administrator, substantially
in the form annexed hereto as Exhibit A-3 and evidencing a Regular Interest in
REMIC II for purposes of the REMIC Provisions.

                  "Class M-2 Principal Distribution Amount": With respect to any
Distribution Date, the excess of (x) the sum of (i) the Certificate Principal
Balance of the Class A Certificates (after taking into account the payment of
the Class A Principal Distribution Amount on such Distribution Date), (ii) the
Certificate Principal Balance of the Class M-1 Certificates (after taking into
account the payment of the Class M-1 Principal Distribution Amount on such
Distribution Date) and (iii) the Certificate Principal Balance of the Class M-2
Certificates immediately prior to such Distribution Date over (y) the lesser of
(A) the product of (i) 94.50% and (ii) the aggregate Stated Principal Balance of
the Mortgage Loans as of the last day of the related Due Period and (B) the
aggregate Stated Principal Balance of the Mortgage Loans as of the last day of
the related Due Period minus $2,301,303.23.

                  "Class M-3 Certificate": Any one of the Class M-3 Certificates
executed, authenticated and delivered by the Trust Administrator, substantially
in the form annexed hereto as Exhibit A-4 and evidencing a Regular Interest in
REMIC II for purposes of the REMIC Provisions.

                  "Class M-3 Principal Distribution Amount": With respect to any
Distribution Date, the excess of (x) the sum of (i) the Certificate Principal
Balance of the Class A Certificates (after taking into account the payment of
the Class A Principal Distribution Amount on such Distribution Date), (ii) the
Certificate Principal Balance of the Class M-1 Certificates (after taking into
account the payment of the Class M-1 Principal Distribution Amount on such
Distribution Date), (iii) the Certificate Principal Balance of the Class M-2
Certificates (after taking into account the payment of the Class M-2 Principal
Distribution Amount on such Distribution Date) and (iv) the Certificate
Principal Balance of the Class M-3 Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i) 97.00% and (ii)
the aggregate Stated Principal Balance of the Mortgage Loans as of the last day
of the related Due Period and (B) the aggregate Stated Principal


                                       -7-

<PAGE>



Balance of the Mortgage Loans as of the last day of the related Due Period minus
$2,301,303.23.

                  "Class M-4 Certificate": Any one of the Class M-4 Certificates
executed, authenticated and delivered by the Trust Administrator, substantially
in the form annexed hereto as Exhibit A-5 and evidencing a Regular Interest in
REMIC II for purposes of the REMIC Provisions.

                  "Class M-4 Principal Distribution Amount": With respect to any
Distribution Date, the excess of (x) the sum of (i) the Certificate Principal
Balance of the Class A Certificates (after taking into account the payment of
the Class A Principal Distribution Amount on such Distribution Date), (ii) the
Certificate Principal Balance of the Class M-1 Certificates (after taking into
account the payment of the Class M-1 Principal Distribution Amount on such
Distribution Date), (iii) the Certificate Principal Balance of the Class M-2
Certificates (after taking into account the payment of the Class M-2 Principal
Distribution Amount on such Distribution Date), (iv) the Certificate Principal
Balance of the Class M-3 Certificates (after taking into account the payment of
the Class M-3 Principal Distribution Amount on such Distribution Date) and (v)
the Certificate Principal Balance of the Class M-4 Certificates immediately
prior to such Distribution Date over (y) the lesser of (A) the product of (i)
99.00% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as
of the last day of the related Due Period and (B) the aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due Period minus
$2,301,303.23.

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

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

                  "Class R Certificate": Any one of the Class R Certificates
executed, authenticated and delivered by the Trust Administrator, substantially
in the form annexed hereto as Exhibit A-8 and evidencing the ownership of the
Class R-I Interest and the Class R-II Interest.

                  "Class R-X Certificate": Any one of the Class R-X Certificates
executed, authenticated and delivered by the Trust Administrator, substantially
in the form annexed hereto as Exhibit A-9 and evidencing the ownership of the
Class R-III Interest and the Class R-IV Interest.

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

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

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

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

                  "Closing Date": December 23, 2003.



                                       -8-

<PAGE>



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

                  "Collection Account": The account or accounts created and
maintained, or caused to be created and maintained, by the Servicer pursuant to
Section 3.10(a), which shall be entitled "Wells Fargo Home Mortgage, Inc., as
Servicer for HSBC Bank USA, as Trustee, in trust for the registered holders of
Citigroup Mortgage Loan Trust Inc., Asset-Backed Pass-Through Certificates,
Series 2003-HE3." The Collection Account must be an Eligible Account.

                  "Commission": The Securities and Exchange Commission.

                  "Corporate Trust Office": With respect to the Trustee, the
principal corporate trust office of the Trustee 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 452 Fifth Avenue, New York, NY 10018, or at such other address as the
Trustee may designate from time to time by notice to the Certificateholders, the
Depositor, the Servicer, the Trust Administrator and the Certificate Insurer.

                  With respect to the Trust Administrator, the principal
corporate trust office of the Trust Administrator 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 (A) for Certificate transfer and surrender purposes, Wells Fargo Bank
Minnesota, National Association, Sixth and Marquette, Minneapolis, Minnesota
55479, Attention: Corporate Trust Services -- CMLTI 2003-HE3, and (B) for all
other purposes, Wells Fargo Bank Minnesota, National Association, 9062 Old
Annapolis Road, Columbia, Maryland 21046, Attention: Client Manager -- CMLTI
2003-HE3, or at such other address as the Trust Administrator may designate from
time to time by notice to the Certificateholders, the Depositor, the Servicer,
the Trustee and the Certificate Insurer.

                  "Corresponding Certificate": With respect to each REMIC I
Regular Interest or REMIC II Regular Interest, as follows:



 REMIC I Regular Interest or REMIC II Regular
              Interest                                       Class
---------------------------------------------    ---------------------------
REMIC I Regular Interest I-LTA                       Class A Certificates
REMIC I Regular Interest I-LTM1                     Class M-1 Certificates
REMIC I Regular Interest I-LTM2                     Class M-2 Certificates
REMIC I Regular Interest I-LTM3                     Class M-3 Certificates
REMIC I Regular Interest I-LTM4                     Class M-4 Certificates
Class C Interest                                    Class CE Certificates
REMIC I Regular Interest I-LTP and Class P           Class P Certificates
Interest

                  "Credit Enhancement Percentage": For any Distribution Date,
the percentage equivalent of a fraction, the numerator of which is the sum of
the aggregate Certificate Principal Balances of the Mezzanine Certificates and
the Class CE Interest, and the denominator of which is the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related Due
Period.


                                       -9-

<PAGE>



                  "Credit Risk Management Agreement": The agreement among the
Servicer and the Credit Risk Manager, regarding the loss mitigation and advisory
services to be provided by the Credit Risk Manager.

                  "Credit Risk Manager": The Murrayhill Company, a Colorado
corporation, and its successors and assigns.

                  "Credit Risk Manager Fee": The amount payable to the Credit
Risk Manager on each Distribution Date as compensation for all services rendered
by it in the exercise and performance of any of the powers and duties of the
Credit Risk Manager under the Credit Risk Management Agreement and any other
agreement pursuant to which the Credit Risk Manager is to perform any duties
with respect to the Mortgage Loans, which amount shall equal one twelfth of the
product of (i) the Credit Risk Manager Fee Rate (without regard to the words
"per annum") and (ii) the aggregate Stated Principal Balance of the Mortgage
Loans and any related REO Properties as of the first day of the related Due
Period.

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

                  "Cut-off Date": With respect to each Original Mortgage Loan,
December 1, 2003. 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.

                  "Deficiency Amount": With respect to the Class A Certificates
and any Distribution Date (including the Final Insured Distribution Date), the
sum of (x) the excess, if any, of the Senior Interest Distribution Amount
allocable to the Class A Certificates on such Distribution Date, over the
Available Distribution Amount on deposit in the Distribution Account on such
Distribution Date available to pay the Senior Interest Distribution Amount on
the Class A Certificates in accordance with Section 4.01(a)(2), (y) the Class A
Overcollateralization Deficiency Amount, if any, for such Distribution Date and
(z) in the case of the Final Insured Distribution Date, the aggregate
Certificate Principal Balance of the Class A Certificates outstanding on such
Distribution Date (after giving effect to all other distributions to be made
thereon on such Distribution Date).

                  "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


                                      -10-

<PAGE>



Substitute Mortgage Loan.

                  "Delinquency Percentage": As of the last day of any Due
Period, the percentage equivalent of a fraction, the numerator of which is the
aggregate Stated Principal Balance of the Mortgage Loans that, as of the last
day of the previous calendar month, are 60 or more days delinquent, are in
foreclosure, have been converted to REO Properties or have been discharged by
reason of bankruptcy, and the denominator of which is the aggregate Stated
Principal Balance of the Mortgage Loans and REO Properties as of the last day of
such calendar month; provided, however, that any Mortgage Loan purchased by the
Servicer pursuant to Section 3.16(c) shall not be included in either the
numerator or the denominator for purposes of calculating the Delinquency
Percentage.

                  "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 or 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 (or, in the case of a depository
institution that is the principal subsidiary of a holding company, such holding
company has unsecured commercial paper or other short-term unsecured debt
obligations) that are rated at least P-1 by Moody's, F-1 by Fitch (if rated by
Fitch) and A-1+ by S&P.

                  "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 15th day of the calendar month in which such Distribution Date occurs or, if
such 15th day is not a Business Day, the Business Day immediately preceding such
15th day.

                  "Directly Operate": With respect to any REO Property, the
furnishing or rendering of services to the tenants thereof, the management or
operation of such REO Property, the holding of such REO Property primarily for
sale to customers, the performance of any construction work thereon or any use
of such REO Property in a trade or business conducted by REMIC I other than
through an Independent Contractor; provided, however, that the Trustee (or the
Servicer on behalf of the Trustee) shall not be considered to Directly Operate
an REO Property solely because the Trustee (or the Servicer on behalf of the
Trustee) establishes rental terms, chooses tenants, enters into or renews
leases, deals with taxes and insurance, or makes decisions as to repairs or
capital


                                      -11-

<PAGE>



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" and (vi) any other Person as set forth in an Opinion of
Counsel delivered to the Trustee, the Trust Administrator and the Depositor to
the effect that the holding of an Ownership Interest in a Residual Certificate
by such Person may cause any Trust REMIC or any Person having an Ownership
Interest in any Class of Certificates (other than such Person) to incur a
liability for any federal tax imposed under the Code that would not otherwise be
imposed but for the Transfer of an Ownership Interest in a Residual Certificate
to such Person. The terms "United States," "State" and "international
organization" shall have the meanings set forth in Section 7701 of the Code or
successor provisions.

                  "Distribution Account": The trust account or accounts created
and maintained by the Trust Administrator pursuant to Section 3.10(b), which
shall be entitled "Wells Fargo Bank Minnesota, National Association, as Trust
Administrator, for HSBC Bank USA, as Trustee, in trust for the registered
holders of Citigroup Mortgage Loan Trust Inc., Asset-Backed Pass-Through
Certificates, Series 2003-HE3." The Distribution Account must be an Eligible
Account.

                  "Distribution Date": The 25th day of any month, or if such
25th day is not a Business Day, the Business Day immediately following such 25th
day, commencing in January 2004.

                  "Due Date": With respect to each Mortgage Loan and any
Distribution Date, the first day of the calendar month in which such
Distribution Date occurs on which the Monthly Payment for such Mortgage Loan was
due (or, in the case of any Mortgage Loan under terms of which the Monthly
Payment for such Mortgage Loan was due on a day other than the first day of the
calendar month in which such Distribution Date occurs, the day during the
related Due Period on which such Monthly Payment was due), in each case
exclusive of any days of grace.

                  "Due Period": With respect to any Distribution Date, the
period commencing on the second day of the month immediately preceding the month
in which such Distribution Date occurs and ending on the first day of the month
of such Distribution Date.

                  "Eligible Account": Any of (i) an account or accounts
maintained with a Depository Institution, (ii) an account or accounts the
deposits in which are fully insured by the FDIC or (iii) a segregated
non-interest bearing trust account or accounts maintained with the corporate
trust department of a federal depository institution or state-chartered
depository institution subject to regulations regarding fiduciary funds on
deposit similar to Title 12 of the Code of Federal Regulation Section 9.10(b),
which, in either case, has corporate trust powers, acting in its fiduciary
capacity.


                                      -12-

<PAGE>




                  "ERISA": The Employee Retirement Income Security Act of 1974,
as amended.

                  "Estate in Real Property": A fee simple estate in a parcel of
land.

                  "Excess Overcollateralized Amount": With respect to the Class
A Certificates and the Mezzanine Certificates and any Distribution Date, the
excess, if any, of (i) the Overcollateralized Amount for such Distribution Date
over (ii) the Overcollateralization Target Amount for such Distribution Date.

                  "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 applicable Mortgage Rate thereon as of the first
day of the related Due Period minus the sum of (i) the Trust Administration Fee
Rate, (ii) the Credit Risk Manager Fee Rate and (iii) the Servicing Fee Rate.

                  "Expense Adjusted Maximum Mortgage Rate": With respect to any
Mortgage Loan (or the related REO Property), as of any date of determination, a
per annum rate of interest equal to the applicable Maximum Mortgage Rate (or the
applicable Mortgage Rate in the case of any Fixed- Rate Mortgage Loan) thereon
as of the first day of the related Due Period minus the sum of (i) the Trust
Administration Fee Rate, (ii) the Credit Risk Manager Fee Rate and (iii) the
Servicing Fee Rate.

                  "Extraordinary Trust Fund Expense": Any indemnification
amounts reimbursable to the Trustee or the Trust Administrator or any director,
officer, employee or agent of the Trustee or the Trust Administrator from the
Trust Fund pursuant to Section 8.05, any amounts reimbursable to the Trustee or
the Trust Administrator pursuant to Section 10.01(c), any amounts payable from
the Distribution Account in respect of taxes pursuant to Section 10.01(g)(iii),
any indemnification amounts reimbursable to the Depositor or the Servicer
pursuant to Section 6.03 and any costs of the Servicer for the recording of the
Assignments pursuant to Section 2.01 (to the extent the Seller fails to pay such
costs).

                  "Extra Servicing Fee": With respect to each Mortgage Loan and
for any calendar month, an amount equal to the Extra Servicing Fee Rate accrued
for one month on the same principal amount on which the Servicing Fee for such
month accrues, calculated on the basis of a 360-day year consisting of twelve
30-day months.

                  "Extra Servicing Fee Rate": For each Distribution Date, 0.15%
per annum. The Extra Servicing Fee Rate shall be subject to adjustment as
provided in Section 3.29.

                  "Extra Servicing Fee Reserve Account": As defined in Section
3.29.

                  "Extra Servicing Fee Release Cumulative Loss Trigger": With
respect to each Distribution Date that occurs in January of each year commencing
in 2005, an Extra Servicing Fee Release Cumulative Loss Trigger will be in
effect for such Distribution Date if for any such January Distribution Date
specified below, the aggregate amount of Realized Losses incurred since the Cut-

                                      -13-
<PAGE>

off Date through the last day of the Due Period relating to the immediately
preceding December Distribution Date divided by aggregate Principal Balance of
the Mortgage Loans as of the Cut-off Date exceeds the applicable percentages set
forth below with respect to such January Distribution Date:



  DISTRIBUTION DATE OCCURRING IN                  PERCENTAGE
----------------------------------           -------------------
January 2005                                          0.50%
January 2006                                          1.00%
January 2007                                          1.75%
January 2008                                          2.50%
January 2009                                          3.25%
January 2010 and any January thereafter               4.00%

                  "Extra Servicing Fee Release Delinquency Trigger": With
respect to each Distribution Date that occurs in January of each year commencing
in 2005, an Extra Servicing Fee Release Delinquency Trigger will be in effect
for such Distribution Date if the average, for the six Distribution Dates
immediately prior to, but not including, such January Distribution Date, of the
aggregate Stated Principal Balance of the Mortgage Loans that, as of the last
day of the previous calendar month, are 60 or more days delinquent, are in
foreclosure, have been converted to REO Properties or have been discharged by
reason of bankruptcy (but exclusive of any Mortgage Loan purchased by the
Servicer pursuant to Section 3.16(c) for purposes of calculating such average)
exceeds 7.50% of the aggregate Stated Principal Balance of the Mortgage Loans
and REO Properties as of the last day of the December occurring immediately
prior to such January Distribution Date.

                  "Extra Servicing Fee Release Trigger": With respect to each
Distribution Date that occurs in January of each year commencing in 2005, an
Extra Servicing Fee Release Trigger will be in effect for such Distribution Date
if either an Extra Servicing Fee Cumulative Loss Trigger is in effect for such
Distribution Date or an Extra Servicing Fee Delinquency Trigger is in effect for
such Distribution Date.

                  "Fannie Mae": Fannie Mae, formally known as the Federal
National Mortgage Association, or any successor thereto.

                  "FDIC": Federal Deposit Insurance Corporation or any successor
thereto.

                  "Final Insured Distribution Date": The earlier of (i) the
Distribution Date in December 2033 and (ii) the final Distribution Date
occurring following the payment in full or liquidation of the last Mortgage Loan
or REO Property remaining in the Trust Fund or occurring in connection with an
earlier termination of the Trust Fund pursuant to Section 9.01 of this
Agreement.

                  "Final Recovery Determination": With respect to any defaulted
Mortgage Loan or any REO Property (other than a Mortgage Loan or REO Property
purchased by the Seller, the Depositor or the Servicer pursuant to or as
contemplated by Section 2.03, Section 3.16(c) or Section 9.01), a determination
made by the Servicer that all Insurance Proceeds, Liquidation Proceeds and other
payments or recoveries which the Servicer, in its reasonable good faith
judgment, expects to be finally recoverable in respect thereof have been so
recovered. The Servicer shall maintain records,


                                      -14-
<PAGE>



prepared by a Servicing Officer, of each Final Recovery Determination made
thereby.

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

                  "Fixed-Rate Mortgage Loan": Each of the Mortgage Loans
identified on the Mortgage Loan Schedule as having a fixed Mortgage Rate.

                  "Formula Rate": For any Distribution Date and the Class A
Certificates, the Mezzanine Certificates and, solely for purposes of calculating
the Marker Rate, REMIC I Regular Interest I-LTA, REMIC I Regular Interest
I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular Interest I-LTM3 and
REMIC I Regular Interest I-LTM4, the lesser of (i) One-Month LIBOR plus the
related Certificate Margin and (ii) the Maximum Cap Rate.

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

                  "Gross Margin": With respect to each Adjustable-Rate Mortgage
Loan, the fixed percentage set forth in the related Mortgage Note that is added
to the Index on each Adjustment Date in accordance with the terms of the related
Mortgage Note used to determine the Mortgage Rate for such Adjustable-Rate
Mortgage Loan.

                  "Indemnification Agreement": The Indemnification Agreement,
dated December 23, 2003, between the Certificate Insurer and Citigroup Global
Markets Inc.

                  "Independent": When used with respect to any specified Person,
any such Person who (a) is in fact independent of the Depositor, the Servicer,
the Seller, 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 Depositor, the Servicer, the Seller, the
Trustee, the Trust Administrator or any Affiliate thereof, and (c) is not
connected with the Depositor, the Servicer, the Seller, 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
Depositor, the Servicer, the Seller, 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 Depositor, the Servicer, the
Seller, the Trustee, the Trust Administrator or any Affiliate thereof, as the
case may be.

                  "Independent Contractor": Either (i) any Person (other than
the Servicer) that would be an "independent contractor" with respect to 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 Servicer) if the Trustee, the Trust Administrator and the
Certificate Insurer have received an Opinion of Counsel 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


                                      -15-
<PAGE>



contemplated to be taken by an Independent Contractor will not cause such REO
Property to cease to qualify as "foreclosure property" within the meaning of
Section 860G(a)(8) of the Code (determined without regard to the exception
applicable for purposes of Section 860D(a) of the Code), or cause any income
realized in respect of such REO Property to fail to qualify as Rents from Real
Property.

                  "Index": With respect to each Adjustable-Rate Mortgage Loan
and each related Adjustment Date, the index specified in the related Mortgage
Note.

                  "Insurance Account": The account or accounts created and
maintained pursuant to Section 4.07, which shall be entitled "Wells Fargo Bank
Minnesota, National Association, as Trust Administrator, for HSBC Bank USA, as
Trustee, in trust for the registered holders of Citigroup Mortgage Loan Trust
Inc., Asset-Backed Pass-Through Certificates, Series 2003-HE3, Class A." The
Insurance Account shall be an Eligible Account.

                  "Insurance Agreement": The Insurance and Indemnity Agreement,
dated as of December 23, 2003, among the Certificate Insurer, the Trustee, the
Trust Administrator, the Servicer, the Seller and the Depositor.

                  "Insurance Proceeds": Proceeds of any title policy, hazard
policy or other insurance policy covering a Mortgage Loan, to the extent such
proceeds are not to be applied to the restoration of the related Mortgaged
Property or released to the Mortgagor in accordance with the procedures that the
Servicer would follow in servicing mortgage loans held for its own account,
subject to the terms and conditions of the related Mortgage Note and Mortgage.

                  "Insured Amount": Any Deficiency Amount (as defined herein) or
any Preference Amount (as defined in the Policy).

                  "Insured Payment": Any payment made by the Certificate Insurer
under the Policy with respect to the Class A Certificates.

                  "Interest Accrual Period": With respect to any Distribution
Date and the Class A Certificates and the Mezzanine Certificates, the period
commencing on the Distribution Date of the month immediately preceding the month
in which such Distribution Date occurs (or, in the case of the first
Distribution Date, commencing on the Closing Date) and ending on the day
preceding such Distribution Date. With respect to any Distribution Date and the
Class CE Interest and the REMIC I Regular Interests, the one-month period ending
on the last day of the calendar month preceding the month in which such
Distribution Date occurs.

                  "Interest Carry Forward Amount": With respect to any
Distribution Date and the Class A Certificates or the Mezzanine Certificates,
the sum of (i) the amount, if any, by which (a) the Interest Distribution Amount
for such Class of Certificates as of the immediately preceding Distribution Date
exceeded (b) the actual amount distributed on such Class of Certificates in
respect of the Interest Distribution Amount for such Class of Certificates on
such immediately preceding Distribution Date, (ii) the amount of any Interest
Carry Forward Amount for such Class of Certificates remaining unpaid from the
previous Distribution Date and (iii) accrued interest on the


                                      -16-
<PAGE>



sum of (i) and (ii) above calculated at the related Pass-Through Rate for the
most recently ended Interest Accrual Period.

                  "Interest Determination Date": With respect to the Class A
Certificates, the Mezzanine Certificates, REMIC I Regular Interest I-LTA, REMIC
I Regular Interest I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular
Interest I-LTM3 and REMIC I Regular Interest I-LTM4 and any Interest Accrual
Period therefor, the second London Business Day preceding the commencement of
such Interest Accrual Period.

                  "Interest Distribution Amount": With respect to any
Distribution Date and the Class A Certificates, the Mezzanine Certificates and
the Class CE Certificates, the aggregate Accrued Certificate Interest on the
Certificates of such Class for such Distribution Date.

                  "Interest Remittance Amount": With respect to any Distribution
Date, that portion of the Available Distribution Amount for such Distribution
Date attributable (i) to interest received or advanced on the Mortgage Loans,
(ii) to any amounts paid by the Servicer in respect of any Prepayment Interest
Shortfall pursuant to Section 3.24 and (iii) to any Extra Servicing Fees
withdrawn from the Extra Servicing Fee Reserve Account pursuant to Section 3.29
but not payable to the Servicer pursuant to Section 3.29 (in the case of (i),
other than related Net Simple Interest Excess, and in the case of (i), (ii) and
(iii), to the extent remaining after (A) payment of the Trust Administration Fee
for such Distribution Date, (B) payment of Servicing Fees for the calendar month
immediately preceding the month of such Distribution Date, (C) the deposit of
Extra Servicing Fees into the Extra Servicing Fee Reserve Account on such
Distribution Date and (D) the payment of any accrued and unpaid Servicing Fees
and Trust Administration Fees in respect of any prior periods and the deposit of
any unpaid Extra Servicing Fees in respect of any prior periods into the Extra
Servicing Fee Reserve Account on such Distribution Date).

                  "Late Collections": With respect to any Mortgage Loan and any
Due Period, all amounts received subsequent to the Determination Date
immediately following such 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.

                  "Late Payment Rate":  As defined in the Insurance Agreement.

                  "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, Section 3.16(c) 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 (other than Insurance
Proceeds or amounts received in respect of the rental of any REO Property prior
to REO Disposition) received by the


                                      -17-
<PAGE>



Servicer in connection with (i) the taking of all or a part of a Mortgaged
Property by exercise of the power of eminent domain or condemnation, (ii) the
liquidation of a defaulted Mortgage Loan through a trustee's sale, foreclosure
sale or otherwise, or (iii) the repurchase, substitution or sale of a Mortgage
Loan or an REO Property pursuant to or as contemplated by Section 2.03, Section
3.16(c), Section 3.23 or Section 9.01.

                  "Loan-to-Value Ratio": As of any date of determination, the
fraction, expressed as a percentage, the numerator of which is the principal
balance of the related Mortgage Loan at such date plus the principal balance of
any related senior lien and the denominator of which is the Value of the related
Mortgaged Property.

                  "London Business Day": Any day on which banks in the City of
London are open and conducting transactions in United States dollars.

                  "Marker Rate": With respect to the Class CE Certificates and
any Distribution Date, a per annum rate equal to two (2) times the weighted
average of the REMIC I Remittance Rate for each of the REMIC I Regular Interests
(other than REMIC I Regular Interest I-LTAA and REMIC I Regular Interest I-LTP),
with the rate on each such REMIC I Regular Interest (other than REMIC I Regular
Interest I-LTZZ) subject to a cap equal to the lesser of (i) One-Month LIBOR
plus the related Certificate Margin and (ii) the Net WAC Pass-Through Rate for
the purpose of this calculation for such Distribution Date and with the rate on
REMIC I Regular Interest I-LTZZ subject to a cap of zero for the purpose of this
calculation; provided, however, each cap shall be multiplied by a fraction, the
numerator of which is the actual number of days in the related Interest Accrual
Period and the denominator of which is 30.

                  "Maximum Cap Rate": For any Distribution Date and the Class A
Certificates and the Mezzanine Certificates, a per annum rate equal to the sum
of (i) the product of (x) the weighted average of the Expense Adjusted Maximum
Mortgage Rates of the Mortgage Loans, weighted based on their Principal Balances
as of the first day of the related Due Period and (y) a fraction, the numerator
of which is 30 and the denominator of which is the actual number of days elapsed
in the related Interest Accrual Period and (ii) in the case of the Class A
Certificates and the Mezzanine Certificates, the product of (x) the excess of
the then applicable maximum rate set forth in the Cap Contract over the then
applicable strike rate set forth in the Cap Contract and (y) a fraction, the
numerator of which is 30 and the denominator of which is the actual number of
days elapsed in the related Interest Accrual Period.

                  "Marker Rate": With respect to the Class CE Certificates and
any Distribution Date, a per annum rate equal to two (2) times the weighted
average of the REMIC I Remittance Rate for each of the REMIC I Regular Interests
(other than REMIC I Regular Interest I-LTAA and REMIC I Regular Interest I-LTP),
with the rate on each such REMIC I Regular Interest (other than REMIC I Regular
Interest I-LTZZ) subject to a cap equal to the lesser of (i) One-Month LIBOR
plus the related Certificate Margin and (ii) the Net WAC Pass-Through Rate for
the purpose of this calculation for such Distribution Date and with the rate on
REMIC I Regular Interest I-LTZZ subject to a cap of zero for the purpose of this
calculation; provided, however, each cap shall be multiplied by a fraction, the
numerator of which is the actual number of days in the related Interest Accrual
Period and the denominator of which is 30.


                                      -18-
<PAGE>


                  "Maximum Mortgage Rate": With respect to each Adjustable-Rate
Mortgage Loan, the percentage set forth in the related Mortgage Note as the
maximum Mortgage Rate thereunder.

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

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

                  "Mezzanine Certificates": The Class M-1 Certificates, the
Class M-2 Certificates, the Class M-3 Certificates and the Class M-4
Certificates as applicable.

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

                  "Monthly Payment": With respect to any Mortgage Loan, the
scheduled monthly payment of principal and interest on such Mortgage Loan which
is payable by the related Mortgagor from time to time under the related Mortgage
Note, determined: (a) after giving effect to (i) any Deficient Valuation and/or
Debt Service Reduction with respect to such Mortgage Loan and (ii) any reduction
in the amount of interest collectible from the related Mortgagor pursuant to the
Relief Act; (b) without giving effect to any extension granted or agreed to by
the Servicer pursuant to Section 3.07 and (c) on the assumption that all other
amounts, if any, due under such Mortgage Loan are paid when due.

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

                  "Mortgage": The mortgage, deed of trust or other instrument
creating a first 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 and delivered to the Trustee pursuant to Section 2.01 or Section
2.03(b) of this Agreement, as held from time to time as a part of the Trust
Fund, the Mortgage Loans so held being identified in the Mortgage Loan Schedule.

                  "Mortgage Loan Purchase Agreement": The agreement between the
Seller and the


                                      -19-
<PAGE>



Depositor, regarding the sale of the Mortgage Loans by the Seller to the
Depositor, substantially in the form of Exhibit D-2 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 Mortgage Loan identifying number;

                  (ii) the originator of the Mortgage Loan;

                  (iii) the state and zip code;

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

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

                  (vi) the original months to maturity;

                  (vii) the stated remaining months to maturity from the Cut-off
         Date based on the original amortization schedule;

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

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

                  (x) (A) the date on which the first Monthly Payment was due on
         the Mortgage Loan and (B) if such date is not consistent with the Due
         Date currently in effect, such Due Date;

                  (xi) the stated maturity date;

                  (xii) the amount of the Monthly Payment at origination or
         modification;

                  (xiii) the amount of the Monthly Payment due on the first Due
         Date after the Cut- off Date;

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

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

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

                  (xvii) a code indicating the purpose of the Mortgage Loan
         (i.e., purchase financing,


                                      -20-
<PAGE>



         Rate/Term Refinancing, Cash-Out Refinancing);

                  (xviii) with respect to each Adjustable-Rate Mortgage Loan,
         the Adjustment Dates, the Gross Margin, the Maximum Mortgage Rate, the
         Minimum Mortgage Rate, the Periodic Rate Cap, the maximum first
         Adjustment Date Mortgage Rate adjustment and the first Adjustment Date
         immediately following the Cut-off Date;

                  (xix) the Mortgage Rate at origination or modification;

                  (xx) a code indicating the documentation program;

                  (xxi) [reserved];

                  (xxii) the Value of the Mortgaged Property;

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

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

                  (xxv) a code indicating the type and term of the related
         Prepayment Charge;

                  (xxvi) with respect to each Adjustable-Rate Mortgage Loan, the
         rounding code (i.e., nearest 0.125%, next highest 0.125%);

                  (xxvii) [reserved];

                  (xxviii) whether such Mortgage Loan is an Adjustable-Rate
         Mortgage Loan or a Fixed-Rate Mortgage Loan; and

                  (xxix) a code indicating whether the Mortgage Loan is a Simple
         Interest Mortgage Loan or an Actuarial Mortgage Loan.

                  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) the current principal
balance of the Mortgage Loans; (3) the weighted average Mortgage Rate of the
Mortgage Loans and (4) the weighted average maturity of the Mortgage Loans. The
Mortgage Loan Schedule shall be amended from time to time by the Servicer in
accordance with the provisions of this Agreement. With respect to any Qualified
Substitute Mortgage Loan, the Cut-off Date shall refer to the related Cut-off
Date for such Mortgage Loan, determined in accordance with the definition of
Cut-off Date herein.

                  "Mortgage Note": The original executed note or other evidence
of the indebtedness of a Mortgagor under a Mortgage Loan.

                  "Mortgage Pool": The pool of Mortgage Loans, identified on
Schedule 1 and existing


                                      -21-
<PAGE>



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

                  "Mortgaged Property": The underlying property securing a
Mortgage Loan, including any REO Property, consisting of an Estate in Real
Property improved by a Residential Dwelling.

                  "Mortgagor": The obligor on a Mortgage Note.

                  "Net Monthly Excess Cashflow": With respect to any
Distribution Date, the sum of (i) any Overcollateralization Reduction Amount for
such Distribution Date and (ii) the excess of (x) the Available Distribution
Amount for such Distribution Date over (y) the sum for such Distribution Date of
(A) the Senior Interest Distribution Amount payable to the holders of the Class
A Certificates and the Interest Distribution Amounts payable to the holders of
the Mezzanine Certificates, (B) any amounts paid to the Certificate Insurer from
the Interest Remittance Amount in respect of any Reimbursement Amount pursuant
to Section 4.01(a)(2)(iii) and (C) the Principal Remittance Amount.

                  "Net 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 Servicing Fee Rate.

                  "Net Simple Interest Excess": As of any Distribution Date, the
excess, if any, of the aggregate amount of Simple Interest Excess over the
amount of Simple Interest Shortfall.

                  "Net Simple Interest Shortfall": As of any Distribution Date,
the excess, if any, of the aggregate amount of Simple Interest Shortfall over
the amount of Simple Interest Excess.



                                      -22-
<PAGE>


                  "Net WAC Pass-Through Rate": With respect to the Class A
Certificates and the Mezzanine Certificates and any Distribution Date, a rate
per annum equal to the product of (i) the excess of (A) the weighted average of
the Expense Adjusted Mortgage Rates of the Mortgage Loans, weighted based on
their Stated Principal Balances as of the first day of the related Due Period,
over (B) the sum of (x) the Certificate Insurer Premium Fee Rate multiplied by a
fraction, the numerator of which is the aggregate Certificate Principal Balance
of the Class A Certificates immediately prior to such Distribution Date, and the
denominator of which is the aggregate Stated Principal Balance of the Mortgage
Loans as of the first day of the related Due Period, and (y) the Extra Servicing
Fee Rate and (ii) a fraction, the numerator of which is 30 and the denominator
of which is the actual number of days elapsed in the related Interest Accrual
Period. With respect to each REMIC I Regular Interest and any Distribution Date,
a rate per annum equal to the excess of (A) the weighted average of the Expense
Adjusted Mortgage Rates of the Mortgage Loans, weighted based on their Stated
Principal Balances as of the first day of the related Due Period, over (B) the
sum of (x) the Certificate Insurer Premium Fee Rate multiplied by a fraction,
the numerator of which is the aggregate Certificate Principal Balance of the
Class A Certificates immediately prior to such Distribution Date, and the
denominator of which is the aggregate Stated Principal Balance of the Mortgage
Loans as of the first day of the related Due Period, and (y) 0.15% per annum.

                  "Net WAC Rate Carryover Amount": With respect to any Class of
the Class A Certificates and the Mezzanine Certificates and any Distribution
Date, the sum of (A) the positive excess of (i) the amount of interest accrued
on such Class of Certificates for such Distribution Date calculated at the
related Formula Rate for such Distribution Date over (ii) the amount of interest
accrued on such Class of Certificates at the applicable Net WAC Pass-Through
Rate for such Distribution Date and (B) the related Net WAC Rate Carryover
Amount for the previous Distribution Date not previously paid, together with
interest thereon for the most recently ended Interest Accrual Period at a rate
equal to the related Formula Rate for such Class of Certificates for such
Interest Accrual Period.

                  "Net WAC Rate Carryover Reserve Account": As defined in
Section 3.27.

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

                  "Nonrecoverable Advance": Any Advance previously made or
proposed to be made in respect of a Mortgage Loan or REO Property that, in the
good faith business judgment of the Servicer, will not or, in the case of a
proposed Advance, would not be ultimately recoverable from related Late
Collections, Insurance Proceeds or Liquidation Proceeds on such Mortgage Loan or
REO Property as provided herein.

                  "Nonrecoverable Servicing Advance": Any Servicing Advance
previously made or proposed to be made in respect of a Mortgage Loan or REO
Property that, in the good faith business judgment of the Servicer, will not or,
in the case of a proposed Servicing Advance, would not be ultimately recoverable
from related Late Collections, Insurance Proceeds or Liquidation Proceeds on
such Mortgage Loan or REO Property as provided herein.


                                      -23-
<PAGE>



                  "Non-United States Person": Any Person other than a United
States Person.

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

                  "Officers' Certificate": A certificate signed by the Chairman
of the Board, the Vice Chairman of the Board, the President or a vice president
(however denominated), or the Treasurer, the Secretary, or one of the assistant
treasurers or assistant secretaries of the Servicer, the Seller or the
Depositor, as applicable.

                  "One-Month LIBOR": With respect to the Class A Certificates,
the Mezzanine Certificates and for purposes of the Formula Rate, REMIC I Regular
Interest I-LTA, REMIC I Regular Interest I-LTM1, REMIC I Regular Interest
I-LTM2, REMIC I Regular Interest I-LTM3 and REMIC I Regular Interest I-LTM4 and
any Interest Accrual Period therefor, the rate determined by the Trust
Administrator on the related Interest Determination Date on the basis of the
offered rate for one-month U.S. dollar deposits, as such rate appears on
Telerate Page 3750 as of 11:00 a.m. (London time) on such Interest Determination
Date; provided that if such rate does not appear on Telerate Page 3750, the rate
for such date will be determined on the basis of the offered rates of the
Reference Banks for one-month U.S. dollar deposits, as of 11:00 a.m. (London
time) on such Interest Determination Date. In such event, the Trust
Administrator will request the principal London office of each of the Reference
Banks to provide a quotation of its rate. If on such Interest Determination
Date, two or more Reference Banks provide such offered quotations, One-Month
LIBOR for the related Interest Accrual Period shall be the arithmetic mean of
such offered quotations (rounded upwards if necessary to the nearest whole
multiple of 1/16%). If on such Interest Determination Date, fewer than two
Reference Banks provide such offered quotations, One-Month LIBOR for the related
Interest Accrual Period shall be the higher of (i) LIBOR as determined on the
previous Interest Determination Date and (ii) the Reserve Interest Rate.
Notwithstanding the foregoing, if, under the priorities described above, LIBOR
for an Interest Determination Date would be based on LIBOR for the previous
Interest Determination Date for the third consecutive Interest Determination
Date, the Trust Administrator, after consultation with the Depositor, shall
select an alternative comparable index (over which neither the Trustee nor the
Trust Administrator has control), used for determining one-month Eurodollar
lending rates that is calculated and published (or otherwise made available) by
an independent party.

                  "Opinion of Counsel": A written opinion of counsel, who may,
without limitation, be salaried counsel for the Depositor or the Servicer,
acceptable to the Trustee, if such opinion is delivered to the Trustee,
acceptable to the Trust Administrator, if such opinion is delivered to the Trust
Administrator, and acceptable to the Certificate Insurer, if such opinion is
delivered to the Certificate Insurer, 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 Mortgage Loan": Any of the Mortgage Loans included
in REMIC I as of the Closing Date.

                  "Overcollateralization Deficiency Amount": With respect to any
Distribution Date,



                                      -24-
<PAGE>



the excess, if any, of (a) the Overcollateralization Target Amount applicable to
such Distribution Date over (b) the Overcollateralized Amount applicable to such
Distribution Date (calculated for this purpose only, after taking into account
the distributions to be made of the Principal Remittance Amount on such
Distribution Date).

                  "Overcollateralization Increase Amount": With respect to any
Distribution Date, the lesser of (a) the Overcollateralization Deficiency Amount
as of such Distribution Date (after taking into account the payment of the
Principal Distribution Amount on such Distribution Date, exclusive of the
payment of any Overcollateralization Increase Amount) and (b) the amount of
Accrued Certificate Interest on the Class CE Certificates on such Distribution
Date as reduced, by definition, by interest shortfalls allocated thereto respect
to such Distribution Date pursuant to Section 1.02 and Realized Losses allocated
thereto with respect to such Distribution Date pursuant to Section 4.04.

                  "Overcollateralization Reduction Amount": With respect to any
Distribution Date, an amount equal to the lesser of (a) the Principal Remittance
Amount on such Distribution Date and (b) the excess, if any, of (i) the
Overcollateralized Amount for such Distribution Date (calculated for this
purpose only after assuming that 100% of the Principal Remittance Amount on such
Distribution Date have been distributed) over (ii) the Overcollateralization
Target Amount for such Distribution Date.

                  "Overcollateralization Target Amount": With respect to any
Distribution Date, (i) prior to the Stepdown Date, an amount equal to
$2,301,303.23, (ii) on or after the Stepdown Date provided a Trigger Event is
not in effect, the greater of (x) 1.00% of the then current aggregate
outstanding principal balance of the Mortgage Loans as of the last day of the
related Due Period and (y) $2,301,303.23, or (iii) on or after the Stepdown Date
and if a Trigger Event is in effect, the Overcollateralization Target Amount for
the immediately preceding Distribution Date.

                  "Overcollateralized Amount": With respect to any Distribution
Date, the excess, if any, of (a) the aggregate Stated Principal Balances of the
Mortgage Loans and REO Properties as of the last day of the related Due Period
over (b) the sum of the aggregate Certificate Principal Balances of the Class A
Certificates, the Mezzanine Certificates and the Class P Certificates after
giving effect to distributions to be made on such Distribution Date.

                  "Ownership Interest": As to any Certificate, any ownership or
security interest in such Certificate, including any interest in such
Certificate as the Holder thereof and any other interest therein, whether direct
or indirect, legal or beneficial, as owner or as pledgee.

                  "Pass-Through Rate": With respect to the Class A Certificates
and the Mezzanine Certificates and any Distribution Date, a rate per annum equal
to the lesser of (i) the related Formula Rate for such Distribution Date and
(ii) the Net WAC Pass-Through Rate for such Distribution Date. With respect to
the Class CE Interest and any Distribution Date, a rate per annum equal to the
percentage equivalent of a fraction, the numerator of which is the sum of the
amounts calculated pursuant to clauses (A) through (H) below, and the
denominator of which is the Uncertificated Balance of the REMIC I Regular
Interests. For purposes of calculating the Pass-Through Rate for the Class CE
Interest, the numerator is equal to the sum of the following components:




                                      -25-
<PAGE>



                  (A) the REMIC I Remittance Rate for REMIC I Regular Interest
         I-LTAA minus the Marker Rate, applied to an amount equal to the
         Uncertificated Balance of REMIC I Regular Interest I-LTAA;

                  (B) the REMIC I Remittance Rate for REMIC I Regular Interest
         I-LTA minus the Marker Rate, applied to an amount equal to the
         Uncertificated Balance of REMIC I Regular Interest I-LTA;

                  (C) the REMIC I Remittance Rate for REMIC I Regular Interest
         I-LTM1 minus the Marker Rate, applied to an amount equal to the
         Uncertificated Balance of REMIC I Regular Interest I-LTM1;

                  (D) the REMIC I Remittance Rate for REMIC I Regular Interest
         I-LTM2 minus the Marker Rate, applied to an amount equal to the
         Uncertificated Balance of REMIC I Regular Interest I-LTM2;

                  (E) the REMIC I Remittance Rate for REMIC I Regular Interest
         I-LTM3 minus the Marker Rate, applied to an amount equal to the
         Uncertificated Balance of REMIC I Regular Interest I-LTM3;

                  (F) the REMIC I Remittance Rate for REMIC I Regular Interest
         I-LTM4 minus the Marker Rate, applied to an amount equal to the
         Uncertificated Balance of REMIC I Regular Interest I-LTM4;

                  (G) the REMIC I Remittance Rate for REMIC I Regular Interest
         I-LTZZ minus the Marker Rate, applied to an amount equal to the
         Uncertificated Balance of REMIC I Regular Interest I-LTZZ; and

                  (H) 100% of the interest on REMIC I Regular Interest I-LTP.

                  With respect to the Class CE Certificates, 100% of the
interest payable to the Class CE Interest.

                  "Percentage Interest": With respect to any Class of
Certificates (other than the Residual Certificates), the undivided percentage
ownership in such Class evidenced by such Certificate, expressed as a
percentage, the numerator of which is the initial Certificate Principal Balance
or Notional Amount represented by such Certificate and the denominator of which
is the aggregate initial Certificate Principal Balance or initial Notional
Amount of all of the Certificates of such Class. The Class A Certificates and
the Mezzanine Certificates are issuable only in minimum Percentage Interests
corresponding to minimum initial Certificate Principal Balances of $100,000 and
integral multiples of $1.00 in thereof. The Class P Certificates are issuable
only in Percentage Interests corresponding to initial Certificate Principal
Balances of $20 and integral multiples thereof. The Class CE Certificates are
issuable only in minimum Percentage Interests corresponding to minimum initial
Certificate Principal Balances of $100,000 and integral multiples of $0.01 in
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



                                      -26-
<PAGE>



Principal Balance or Notional Amount of such Class or to an otherwise authorized
denomination for such Class plus such remainder. With respect to any Residual
Certificate, the undivided percentage ownership in such Class evidenced by such
Certificate, as set forth on the face of such Certificate. The Residual
Certificates are issuable in Percentage Interests of 20% and multiples thereof.

                  "Periodic Rate Cap": With respect to each Adjustable-Rate
Mortgage Loan and any Adjustment Date therefor, the fixed percentage set forth
in the related Mortgage Note, which is the maximum amount by which the Mortgage
Rate for such Mortgage Loan may increase or decrease (without regard to the
Maximum Mortgage Rate or the Minimum Mortgage Rate) on such Adjustment Date from
the Mortgage Rate in effect immediately prior to such Adjustment Date.

                  "Permitted Investments": Any one or more of the following
obligations or securities acquired at a purchase price of not greater than par,
regardless of whether issued by the Depositor, the Servicer, the Trust
Administrator, the Trustee or any of their respective Affiliates:

                  (i) direct obligations of, or obligations fully guaranteed as
         to timely payment of principal and interest by, the United States or
         any agency or instrumentality thereof, provided such obligations are
         backed by the full faith and credit of the United States;

                  (ii) demand and time deposits in, certificates of deposit of,
         or bankers' acceptances 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 that rates such securities in its highest long-term
         unsecured rating categories 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 that rates
         such securities in its highest short-term unsecured debt rating
         available at the time of such investment;

                  (vi) units of money market funds (including those of the Trust
         Administrator or its affiliates) that have been rated "AAA" by Fitch
         (if rated by Fitch) and "AAAm" or "AAAm-G" by S&P or "Aaa" by Moody's;
         and

                  (viii) if previously confirmed in writing to the Trust
         Administrator, any other demand, money market or time deposit, or any
         other obligation, security or investment, as may be acceptable to the
         Rating Agencies as a permitted investment of funds backing securities
         having ratings equivalent to its highest initial rating of the Class A
         Certificates;




                                      -27-
<PAGE>



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.

                  "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.

                  "Plan": Any employee benefit plan or certain other retirement
plans and arrangements, including individual retirement accounts and annuities,
Keogh plans and bank collective investment funds and insurance company general
or separate accounts in which such plans, accounts or arrangements are invested,
that are subject to ERISA or Section 4975 of the Code.

                  "Policy": The Certificate Guaranty Insurance Policy No.
AB0725BE issued by the Certificate Insurer in respect of the Class A
Certificates, a copy of which is attached hereto as Exhibit B.

                  "Preference Amount":  As defined in the Policy.

                  "Preference Claim":  As defined in the Policy.

                  "Prepayment Assumption": A prepayment rate for the Mortgage
Loans of 30% CPR. A CPR (Constant Prepayment Rate) represents an annualized
constant assumed rate of prepayment each month of a pool of mortgage loans
relative to its outstanding principal balance for the life of such pool.

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

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

                  (i) the Mortgage Loan identifying number;

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

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



                                      -28-
<PAGE>



         Loan;

                  (iv) the term of the related Prepayment Charge;

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

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

                  "Prepayment Interest Excess": With respect to any Distribution
Date, for each Mortgage Loan that was the subject of a Principal Prepayment in
full occurring between the first day and the 14th day of the calendar month in
which such Distribution Date occurs, an amount equal to interest (to the extent
received) at the applicable Net Mortgage Rate on the amount of such Principal
Prepayment for the number of days commencing on the first day of the calendar
month in which such Distribution Date occurs and ending on the last date through
which interest is collected from the related Mortgagor.

                  "Prepayment Interest Shortfall": With respect to any
Distribution Date, for each Mortgage Loan that was the subject of a Principal
Prepayment in full during the portion of the related Prepayment Period occurring
between the first day of the related Prepayment Period and the last day of the
calendar month preceding the month in which such Distribution Date occurs, an
amount equal to interest at the applicable Net Mortgage Rate on the amount of
such Principal Prepayment for the number of days commencing on the day after the
last date on which interest is collected from the related Mortgagor and ending
on the last day of the calendar month preceding such Distribution Date. The
obligations of the Servicer in respect of any Prepayment Interest Shortfall are
set forth in Section 3.24.

                  "Prepayment Period": With respect to any Distribution Date,
the period commencing on the 15th day in the month preceding the calendar month
in which such Distribution Date occurs (or, in the case of the first
Distribution Date, commencing on December 1, 2003) and ending on the 14th day of
the calendar month in which such Distribution Date occurs.

                  "Principal Balance": As to any Mortgage Loan other than a
Liquidated Mortgage Loan, and any day, the related Stated Principal Balance as
of the Cut-off Date, MINUS all collections credited against the Principal
Balance of any such Mortgage Loan. For purposes of this definition, a Liquidated
Mortgage Loan shall be deemed to have a Principal Balance equal to the Principal
Balance of the related Mortgage Loan as of the final recovery of related
Liquidation Proceeds and a Principal Balance of zero thereafter. As to any REO
Property and any day, the Principal Balance of the related Mortgage Loan
immediately prior to such Mortgage Loan becoming REO Property minus any REO
Principal Amortization received with respect thereto on or prior to such day.

                  "Principal Distribution Amount": With respect to any
Distribution Date, the sum of:

                  (i) the principal portion of each Monthly Payment on the
         Mortgage Loans due during the related Due Period, whether or not
         received on or prior to the related Determination Date;



                                      -29-
<PAGE>



                  (ii) the Stated Principal Balance of any Mortgage Loan that
         was purchased during the related Prepayment Period pursuant to or as
         contemplated by Section 2.03, Section 3.16(c) or Section 9.01 and the
         amount of any shortfall deposited in the Collection Account in
         connection with the substitution of a Deleted Mortgage Loan pursuant to
         Section 2.03 during the related Prepayment Period;

                  (iii) the principal portion of all other unscheduled
         collections (including, without limitation, Principal Prepayments,
         Insurance Proceeds, Liquidation Proceeds and REO Principal
         Amortization) received 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 Section 4.03 in respect of
         a preceding Distribution Date; and

                  (iv) the amount of any Overcollateralization Increase Amount
         for such Distribution Date; MINUS

                  (v) the amount of any Overcollateralization Reduction Amount
         for such Distribution Date.

                  "Principal Prepayment": Any payment of principal made by the
Mortgagor on a Mortgage Loan which is received in advance of its scheduled Due
Date and which is not accompanied by an amount of interest representing the full
amount of scheduled interest due on any Due Date in any month or months
subsequent to the month of prepayment.

                  "Principal Remittance Amount": The sum of the amounts set
forth in (i) through (iii) of the definition of Principal Distribution Amount.

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

                  "PTCE": A Prohibited Transaction Class Exemption issued by the
United States Department of Labor which provides that exemptive relief is
available to any party to any transaction which satisfies the conditions of the
exemption.

                  "Purchase Price": With respect to any Mortgage Loan or REO
Property to be purchased pursuant to or as contemplated by Section 2.03, Section
3.16(c) or Section 9.01, and as confirmed by a certification from a Servicing
Officer to the Trust Administrator and the Trustee, an amount equal to the sum
of (i) 100% of the Stated Principal Balance thereof as of the date of purchase
(or such other price as provided in Section 9.01), (ii) in the case of (x) a
Mortgage Loan, accrued interest on such Stated Principal Balance at the
applicable Net Mortgage Rate in effect from time to time from the Due Date as to
which interest was last covered by a payment by the Mortgagor or an Advance by
the Servicer, which payment or Advance had as of the date of purchase been
distributed pursuant to Section 4.01, through the end of the calendar month in
which the purchase is to be effected plus and (y) an REO Property, the sum of
(1) accrued interest on such Stated Principal Balance at the applicable Net
Mortgage Rate in effect from time to time from the Due Date as to which interest
was last covered by a payment by the Mortgagor or an Advance by the Servicer
through the end of the calendar month immediately preceding the calendar month
in which such REO Property was acquired, plus (2) REO Imputed Interest for such
REO Property for each calendar



                                      -30-
<PAGE>



month commencing with the calendar month in which such REO Property was acquired
and ending with the calendar month in which such purchase is to be effected, net
of the total of all net rental income, Insurance Proceeds, Liquidation Proceeds
and Advances that as of the date of purchase had been distributed as or to cover
REO Imputed Interest pursuant to Section 4.01, (iii) any unreimbursed Servicing
Advances and Advances (including Nonrecoverable Advances and Nonrecoverable
Servicing Advances) and any unpaid Servicing Fees allocable to such Mortgage
Loan or REO Property, (iv) any amounts previously withdrawn from the Collection
Account in respect of such Mortgage Loan or REO Property pursuant to Section
3.11(a)(ix) and Section 3.16(b), and (v) in the case of a Mortgage Loan required
to be purchased pursuant to Section 2.03, expenses reasonably incurred or to be
incurred by the Servicer, the Certificate Insurer, the Trust Administrator or
the Trustee in respect of the breach or defect giving rise to the purchase
obligation, including any costs and damages incurred by the Trust Fund in
connection with any violation by such loan of any predatory or abusive lending
law.

                  "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 Stated
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) with respect to any Adjustable- Rate
Mortgage Loan, have a Maximum Mortgage Rate not less than the Maximum Mortgage
Rate on the Deleted Mortgage Loan, (iv) with respect to any Adjustable-Rate
Mortgage Loan, have a Minimum Mortgage Rate not less than the Minimum Mortgage
Rate of the Deleted Mortgage Loan, (v) with respect to any Adjustable-Rate
Mortgage Loan, have a Gross Margin equal to the Gross Margin of the Deleted
Mortgage Loan, (vi) with respect to any Adjustable-Rate Mortgage Loan, have a
next Adjustment Date not more than two months later than the next Adjustment
Date on the Deleted Mortgage Loan, (vii) have a remaining term to maturity not
greater than (and not more than one year less than) that of the Deleted Mortgage
Loan, (viii) have the same Due Date as the Due Date on the Deleted Mortgage
Loan, (ix) 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,
(x) have a risk grading determined by the originator of the Mortgage Loan at
least equal to the risk grading assigned on the Deleted Mortgage Loan and (xi)
conform to each representation and warranty set forth in Section 6 of the
Mortgage Loan Purchase Agreement applicable to the Deleted Mortgage Loan. In the
event that one or more mortgage loans are substituted for one or more Deleted
Mortgage Loans, the amounts described in clause (i) hereof shall be determined
on the basis of 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 (vii) hereof shall be determined on the
basis of weighted average remaining term to maturity, the Loan-to-Value Ratios
described in clause (ix) hereof shall be satisfied as to each such mortgage
loan, the risk gradings described in clause (x) 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 (xi) hereof
must be satisfied as to each Qualified Substitute Mortgage Loan or in the
aggregate, as the case may be.

                  "Rate/Term Refinancing": A Refinanced Mortgage Loan, the
proceeds of which are



                                      -31-
<PAGE>



not more than a nominal amount in excess of the existing first mortgage loan and
any subordinate mortgage loan on the related Mortgaged Property and related
closing costs, and were used exclusively (except for such nominal amount) to
satisfy the then existing first mortgage loan and any subordinate mortgage loan
of the Mortgagor on the related Mortgaged Property and to pay related closing
costs.

                  "Rating Agency or Rating Agencies": Fitch, Moody's and S&P or
their successors. If such agencies or their successors are no longer in
existence, "Rating Agencies" shall be such nationally recognized statistical
rating agencies, or other comparable Persons, designated by the Depositor (and
if rating the Class A Certificates, consented to in writing by the Certificate
Insurer), notice of which designation shall be given to the Trustee, the Trust
Administrator and the Servicer.

                  "Realized Loss": With respect to each Mortgage Loan as to
which a Final Recovery Determination has been made, an amount (not less than
zero) equal to (i) the unpaid principal balance of such Mortgage Loan as of the
commencement of the Prepayment Period in which the Final Recovery Determination
was made, plus (ii) accrued interest from the Due Date as to which interest was
last paid by the Mortgagor through the end of the calendar month that occurs
during the Prepayment Period in which such Final Recovery Determination was
made, calculated in the case of each calendar month during such period (A) at an
annual rate equal to the annual rate at which interest was then accruing on such
Mortgage Loan and (B) on a principal amount equal to the Stated Principal
Balance of such Mortgage Loan as of the close of business on the Distribution
Date during such calendar month, plus (iii) any amounts previously withdrawn
from the Collection Account in respect of such Mortgage Loan pursuant to Section
3.11(a)(ix) and Section 3.16(b), minus (iv) the proceeds, if any, received in
respect of such Mortgage Loan during the Prepayment Period in which such Final
Recovery Determination was made, net of amounts that are payable therefrom to
the Servicer with respect to such Mortgage Loan pursuant to Section
3.11(a)(iii).

                  With respect to any REO Property as to which a Final Recovery
Determination has been made, an amount (not less than zero) equal to (i) the
unpaid principal balance of the related Mortgage Loan as of the date of
acquisition of such REO Property on behalf of REMIC I, plus (ii) accrued
interest from the Due Date as to which interest was last paid by the Mortgagor
in respect of the related Mortgage Loan through the end of the calendar month
immediately preceding the calendar month in which such REO Property was
acquired, calculated in the case of each calendar month during such period (A)
at an annual rate equal to the annual rate at which interest was then accruing
on the related Mortgage Loan and (B) on a principal amount equal to the Stated
Principal Balance of the related Mortgage Loan as of the close of business on
the Distribution Date during such calendar month, plus (iii) REO Imputed
Interest for such REO Property for each calendar month commencing with the
calendar month in which such REO Property was acquired and ending with the
calendar month that occurs during the Prepayment Period in which such Final
Recovery Determination was made, plus (iv) any amounts previously withdrawn from
the Collection Account in respect of the related Mortgage Loan pursuant to
Section 3.11(a)(ix) and Section 3.16(b), minus (v) the aggregate of all Advances
and Servicing Advances (in the case of Servicing Advances, without duplication
of amounts netted out of the rental income, Insurance Proceeds and Liquidation
Proceeds described in clause (vi) below) made by the Servicer in respect of such
REO Property or the related Mortgage Loan for which the Servicer has been or, in
connection with such Final Recovery Determination, will be reimbursed pursuant
to Section 3.23 out of rental income, Insurance



                                      -32-
<PAGE>



Proceeds and Liquidation Proceeds received in respect of such REO Property,
minus (vi) the total of all net rental income, Insurance Proceeds and
Liquidation Proceeds received in respect of such REO Property that has been, or
in connection with such Final Recovery Determination, will be transferred to the
Distribution Account pursuant to Section 3.23.

                  With respect to each Mortgage Loan which has become the
subject of a Deficient Valuation, the difference between the principal balance
of the Mortgage Loan outstanding immediately prior to such Deficient Valuation
and the principal balance of the Mortgage Loan as reduced by the Deficient
Valuation.

                  With respect to each Mortgage Loan which has become the
subject of a Debt Service Reduction, the portion, if any, of the reduction in
each affected Monthly Payment attributable to a reduction in the Mortgage Rate
imposed by a court of competent jurisdiction. Each such Realized Loss shall be
deemed to have been incurred on the Due Date for each affected Monthly Payment.

                  "Record Date": With respect to each Distribution Date and any
Book-Entry Certificate, the Business Day immediately preceding such Distribution
Date. With respect to each Distribution Date and any other Certificates,
including any Definitive Certificates, (i) in the case of the first Distribution
Date, the Closing Date or (ii) in the case of any other Distribution Date, the
last Business Day of the month immediately preceding the month in which such
Distribution Date occurs.

                  "Reference Banks": Deutsche Bank AG, Barclays' Bank PLC, The
Tokyo Mitsubishi Bank and National Westminster Bank PLC and their successors in
interest; provided, however, that if any of the foregoing banks are not suitable
to serve as a Reference Bank, then any leading banks selected by the Trust
Administrator, after consultation with the Depositor, which are engaged in
transactions in Eurodollar deposits in the international Eurocurrency market (i)
with an established place of business in London and (ii) not controlling, under
the control of or under common control with the Depositor or any Affiliate
thereof.

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

                  "Regular Certificate": Any Class A Certificate, Mezzanine
Certificate, Class CE Certificate or Class P Certificate.

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

                  "Reimbursement Amount": As to any Distribution Date, the sum
of (x) (i) all Insured Payments paid by the Certificate Insurer, but for which
the Certificate Insurer has not been reimbursed prior to such Distribution Date
pursuant to Section 4.01, plus (ii) interest accrued on such Insured Payments
not previously repaid, calculated at the Late Payment Rate from the date the
Trust Administrator received the related Insured Payments or the date such
Insured Payments were made, and (y) without duplication (i) any amounts then due
and owing to the Certificate Insurer under the Insurance Agreement, as certified
to the Trust Administrator by the Certificate Insurer plus (ii)



                                      -33-
<PAGE>



interest on such amounts at the Late Payment Rate.

                  "Relief Act": The Soldiers' and Sailors' Civil Relief Act of
1940, 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.

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

                  "REMIC I Interest Loss Allocation Amount": With respect to any
Distribution Date, an amount (subject to adjustment based on the actual number
of days elapsed in the respective Interest Accrual Periods for the indicated
Regular Interests for such Distribution Date) equal to (a) the product of (i)
the aggregate Stated Principal Balance of the Mortgage Loans and REO Properties
then outstanding and (ii) the REMIC I Remittance Rate for REMIC I Regular
Interest I-LTAA minus the Marker Rate, divided by (b) 12.

                  "REMIC I Overcollateralized Amount": With respect to any date
of determination, (i) 1% of the aggregate Uncertificated Balances of the REMIC I
Regular Interests minus (ii) the aggregate of the Uncertificated Balances of
REMIC I Regular Interest I-LTA, REMIC I Regular Interest I-LTM1, REMIC I Regular
Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I Regular Interest
I-LTM4 and REMIC I Regular Interest I-LTP, in each case as of such date of
determination.

                  "REMIC I Principal Loss Allocation Amount": With respect to
any Distribution Date, an amount equal to the product of (i) the aggregate
Stated Principal Balance of the Mortgage Loans



                                      -34-
<PAGE>



and REO Properties then outstanding and (ii) 1 minus a fraction, the numerator
of which is two times the aggregate of the Uncertificated Balances of REMIC I
Regular Interest I-LTA, REMIC I Regular Interest I-LTM1, REMIC I Regular
Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I Regular Interest
I-LTM4 and the denominator of which is the aggregate of the Uncertificated
Balances of REMIC I Regular Interest I-LTA, REMIC I Regular Interest I-LTM1,
REMIC I Regular Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I
Regular Interest I-LTM4 and REMIC I Regular Interest I-LTZZ.

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

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

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

                  "REMIC I Regular Interest I-LTM1": One of the separate
non-certificated beneficial ownership interests in REMIC I issued hereunder and
designated as a Regular Interest in REMIC I. REMIC I Regular Interest I-LTM1
shall accrue interest at the related REMIC I Remittance Rate in effect from time
to time, and shall be entitled to distributions of principal, subject to the
terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Balance as set forth in the Preliminary Statement hereto.

                  "REMIC I Regular Interest I-LTM2": One of the separate
non-certificated beneficial ownership interests in REMIC I issued hereunder and
designated as a Regular Interest in REMIC I. REMIC I Regular Interest I-LTM2
shall accrue interest at the related REMIC I Remittance Rate in effect from time
to time, and shall be entitled to distributions of principal, subject to the
terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Balance as set forth in the Preliminary Statement hereto.

                  "REMIC I Regular Interest I-LTM3": One of the separate
non-certificated beneficial



                                      -35-
<PAGE>



ownership interests in REMIC I issued hereunder and designated as a Regular
Interest in REMIC I. REMIC I Regular Interest I-LTM3 shall accrue interest at
the related REMIC I Remittance Rate in effect from time to time, and shall be
entitled to distributions of principal, subject to the terms and conditions
hereof, in an aggregate amount equal to its initial Uncertificated Balance as
set forth in the Preliminary Statement hereto.

                  "REMIC I Regular Interest I-LTM4": One of the separate
non-certificated beneficial ownership interests in REMIC I issued hereunder and
designated as a Regular Interest in REMIC I. REMIC I Regular Interest I-LTM4
shall accrue interest at the related REMIC I Remittance Rate in effect from time
to time, and shall be entitled to distributions of principal, subject to the
terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Balance as set forth in the Preliminary Statement hereto.

                  "REMIC I Regular Interest I-LTP": One of the separate
non-certificated beneficial ownership interests in REMIC I issued hereunder and
designated as a Regular Interest in REMIC I. REMIC I Regular Interest I-LTP
shall be entitled to any Prepayment Charges collected by the Servicer and to a
distribution of principal, subject to the terms and conditions hereof, in an
aggregate amount equal to its initial Uncertificated Balance as set forth in the
Preliminary Statement hereto.

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

                  "REMIC I Remittance Rate": With respect to each REMIC I
Regular Interest and any Distribution Date, the Net WAC Pass-Through Rate.

                  "REMIC I Required Overcollateralized Amount": 1% of the
Overcollateralization Target Amount.

                  "REMIC II": The segregated pool of assets consisting of all of
the REMIC I Regular Interests conveyed in trust to the Trustee, for the benefit
of the Class A Certificates, the Class M-1 Certificates, the Class M-2
Certificates, the Class M-3 Certificates, the Class M-4 Certificates, the Class
CE Interest, the Class P Interest and the Class R-II Interest and all amounts
deposited therein, with respect to which a separate REMIC election is to be
made.

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

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



                                      -36-
<PAGE>



                  "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.

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

                  "Rents from Real Property": With respect to any REO Property,
gross income of the character described in Section 856(d) of the Code as being
included in the term "rents from real property."

                  "REO Account": The account or accounts maintained, or caused
to be maintained, by the Servicer in respect of an REO Property pursuant to
Section 3.23.

                  "REO Disposition": The sale or other disposition of an REO
Property on behalf of REMIC I.

                  "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 Prepayment Period, the excess, if any, of (a) the aggregate of
all amounts received in respect of such REO Property during such Prepayment
Period, 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 Section 3.23(c) in respect of the proper
operation, management and maintenance of such REO Property or (ii) payable or
reimbursable to the Servicer pursuant to Section 3.23(d) for unpaid Servicing
Fees in respect of the related Mortgage Loan and unreimbursed Servicing Advances
and 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 the calendar
month that ends during such Prepayment Period.

                  "REO Property": A Mortgaged Property acquired by the Servicer
on behalf of REMIC I through foreclosure or deed-in-lieu of foreclosure, as
described in Section 3.23.

                  "Request for Release": A release signed by a Servicing
Officer, in the form of Exhibit E attached hereto.

                  "Reserve Interest Rate": With respect to any Interest
Determination Date, the rate per



                                      -37-
<PAGE>



annum that the Trust Administrator determines to be either (i) the arithmetic
mean (rounded upwards if necessary to the nearest whole multiple of 1/16%) of
the one-month U. S. dollar lending rates which New York City banks selected by
the Trust Administrator, after consultation with the Depositor, are quoting on
the relevant Interest Determination Date to the principal London offices of
leading banks in the London interbank market or (ii) in the event that the Trust
Administrator can determine no such arithmetic mean, the lowest one-month U. S.
dollar lending rate which New York City banks selected by the Trust
Administrator, after consultation with the Depositor, are quoting on such
Interest Determination Date to leading European banks.

                  "Residential Dwelling": Any one of the following: (i) an
attached, detached or semi- detached one-family dwelling, (ii) an attached,
detached or semi-detached two-to four-family dwelling, (iii) a one-family
dwelling unit in a Fannie Mae eligible condominium project, or (iv) an attached,
detached or semi-detached one-family dwelling in a planned unit development,
none of which is a co-operative, mobile or manufactured home (as defined in 42
United States Code, Section 5402(6)).

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

                  "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 Trustee,
any officer of the Trustee with direct responsibility for the administration of
this Agreement and, with respect to a particular matter, 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 Trust Administrator, the
president, any vice president, managing director, director, any assistant vice
president, the Secretary, any assistant secretary, the Treasurer, any assistant
treasurer, any associate, any trust officer or assistant trust officer or any
other officer of the Trust Administrator having direct responsibility over this
Agreement or otherwise engaged in performing functions similar to those
performed by any of the above designated officers and, with respect to a
particular matter, to whom such matter is referred because of such officer's
knowledge of and familiarity with the particular subject.

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

                  "Seller": Citigroup Global Markets Realty Corp. or its
successor in interest, in its capacity as seller under the Mortgage Loan
Purchase Agreement.

                  "Senior Interest Distribution Amount": With respect to any
Distribution Date, an amount equal to the sum of (i) the Interest Distribution
Amount for such Distribution Date for the Class A Certificates and (ii) the
Interest Carry Forward Amount, if any, for such Distribution Date for the Class
A Certificates.

                  "Servicer": Wells Fargo Home Mortgage, Inc. or any successor
servicer appointed as herein provided, in its capacity as Servicer hereunder.




                                      -38-
<PAGE>



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

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

                  "Servicer Remittance Date": With respect to any Distribution
Date, by 3:00 p.m. New York time on the 18th day of each month, or if such 18th
day is not a Business Day, the Business Day immediately preceding such 18th day.

                  "Servicer Termination Trigger": With respect to any
Distribution Date specified below, the Realized Losses incurred since the
Cut-off Date through the last day of the related Due Period divided by aggregate
Principal Balance of the Mortgage Loans as of the Cut-off Date exceeds the
applicable percentages set forth below with respect to such Distribution Date:



      DISTRIBUTION DATE OCCURRING IN                    PERCENTAGE
------------------------------------                    ----------
January 2004 through December 2006                        2.50%
January 2007 through December 2007                        3.25%
January 2008 through December 2008                        4.75%
January 2009 through December 2009                         5.50%
January 2010 and thereafter                               6.50%


                  "Servicing Account": The account or accounts created and
maintained pursuant to Section 3.09.

                  "Servicing Advances": The reasonable "out-of-pocket" costs and
expenses incurred by the Servicer in connection with a default, delinquency or
other unanticipated event by the Servicer in the performance of its servicing
obligations, including, but not limited to, the cost of (i) the preservation,
restoration and protection of a Mortgaged Property, (ii) any enforcement or
judicial proceedings, including but not limited to foreclosures, in respect of a
particular Mortgage Loan, including any expenses incurred in relation to any
such proceedings that result from the Mortgage Loan being registered on the
MERS(R) System, (iii) the management (including reasonable fees in connection
therewith) and liquidation of any REO Property, (iv) the performance of its
obligations under Section 3.01, Section 3.09, Section 3.14, Section 3.16 and
Section 3.23. The Servicer shall not be required to make any Nonrecoverable
Servicing Advances.

                  "Servicing Fee": With respect to each Mortgage Loan and for
any calendar month, an amount equal to the Servicing Fee Rate accrued for one
month (or in the event of any payment of interest which accompanies a Principal
Prepayment in full or in part made by the Mortgagor during such calendar month,
interest for the number of days covered by such payment of interest) on the same
principal amount on which interest on such Mortgage Loan accrues for such
calendar month, calculated on the basis of a 360-day year consisting of twelve
30-day months. A portion of such Servicing Fee may be retained by any
Sub-Servicer as its servicing compensation.

                  "Servicing Fee Rate": The Servicing Fee Rate for the first
lien mortgage loans will be 0.35% per annum and for the second lien mortgage
loans will be 0.75% per annum. The Servicing Fee Rate shall be subject to
adjustment as provided in Section 3.29.



                                      -39-
<PAGE>



                  "Servicing Officer": Any officer of the Servicer involved in,
or responsible for, the administration and servicing of Mortgage Loans, whose
name and specimen signature appear on a list of Servicing Officers furnished by
the Servicer to the Trustee, the Trust Administrator, the Certificate Insurer
and the Depositor on the Closing Date, as such list may from time to time be
amended.

                  "Servicing Transfer Costs": Shall mean all reasonable costs
and expenses incurred by the Trustee or the Trust Administrator in connection
with the transfer of servicing from a predecessor servicer, including, without
limitation, any reasonable costs or expenses associated with the complete
transfer of all servicing data and the completion, correction or manipulation of
such servicing data as may be required by the Trustee or the Trust Administrator
to correct any errors or insufficiencies in the servicing data or otherwise to
enable the Trust Administrator (or any successor servicer appointed pursuant to
Section 7.02) to service the Mortgage Loans properly and effectively.

                  "Simple Interest Excess": As of any Distribution Date for each
Simple Interest Qualifying Loan, the excess, if any, of (i) the portion of the
monthly payment received from the Mortgagor for such Mortgage Loan allocable to
interest with respect to the related Due Period, over (ii) 30 days' interest on
the Stated Principal Balance of such Mortgage Loan at the Mortgage Rate.

                  "Simple Interest Excess Sub-Account": The sub-account of the
Collection Account established by the Servicer pursuant to Section 3.10. The
Simple Interest Excess Sub-Account shall be an Eligible Account.

                  "Simple Interest Method": The method of allocating a payment
to principal and interest, pursuant to which the portion of such payment that is
allocated to interest is equal to the product of the fixed rate of interest
multiplied by the unpaid principal balance multiplied by the period of time
elapsed since the preceding payment of interest was made and divided by either
360 or 365, as specified in the related Mortgage Note, and the remainder of such
payment is allocated to principal.

                  "Simple Interest Mortgage Loan": Any Mortgage Loan under which
the portion of a payment allocable to interest and the portion of such payment
allocable to principal is determined in accordance with the Simple Interest
Method.

                  "Simple Interest Qualifying Loan": As of any Determination
Date, any Simple Interest Mortgage Loan that was neither prepaid in full during
the related Due Period, nor delinquent with respect to a payment that became due
during the related Due Period as of the close of business on the Determination
Date following such Due Period.

                  "Simple Interest Shortfall": As of any Distribution Date for
each Simple Interest Qualifying Loan, the excess, if any, of (i) 30 days'
interest on the Stated Principal Balance of such Mortgage Loan at the Mortgage
Rate, over (ii) the portion of the monthly payment received from the Mortgagor
for such Mortgage Loan allocable to interest with respect to the related Due
Period.

                  "Single Certificate": With respect to any Class of
Certificates (other than the Class P Certificates and the Residual
Certificates), a hypothetical Certificate of such Class evidencing a



                                      -40-
<PAGE>



Percentage Interest for such Class corresponding to an initial Certificate
Principal Balance of $1,000. With respect to the Class P Certificates and the
Residual Certificates, a hypothetical Certificate of such Class evidencing a
100% Percentage Interest in such Class.

                  "Startup Day": With respect to each 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 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 and distributed
pursuant to Section 4.01 on or before such date of determination, (ii) all
Principal Prepayments received after the Cut-off Date, to the extent distributed
pursuant to Section 4.01 on or before such date of determination, (iii) all
Liquidation Proceeds and Insurance Proceeds applied by the Servicer as
recoveries of principal in accordance with the provisions of Section 3.16, to
the extent distributed pursuant to Section 4.01 on or before such date of
determination, and (iv) any Realized Loss incurred with respect thereto as a
result of a Deficient Valuation made during or prior to the Prepayment Period
for the most recent Distribution Date coinciding with or preceding such date of
determination; and (b) as of any date of determination coinciding with or
subsequent to the Distribution Date on which the proceeds, if any, of a
Liquidation Event with respect to such Mortgage Loan would be distributed, zero.
With respect to any REO Property: (a) as of any date of determination up to but
not including the Distribution Date on which the proceeds, if any, of a
Liquidation Event with respect to such REO Property would be distributed, an
amount (not less than zero) equal to the Stated Principal Balance of the related
Mortgage Loan as of the date on which such REO Property was acquired on behalf
of REMIC I, minus the sum of (i) if such REO Property was acquired after the end
of the related Prepayment Period but before the Distribution Date in any
calendar month, the principal portion of the Monthly Payment due on the Due Date
in the calendar month of acquisition, 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 Prepayment Periods, 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.

                  "Stepdown Date": The earlier to occur of (i) the Distribution
Date on which the Certificate Principal Balance of the Class A Certificates has
been reduced to zero and (ii) the later to occur of (a) the Distribution Date
occurring in January 2007 and (b) the first Distribution Date on which the
Credit Enhancement Percentage (calculated for this purpose only prior to any
distribution of the Principal Distribution Amount to the Certificates then
entitled to distributions of principal on such Distribution Date) is equal to or
greater than 10.00%.

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




                                      -41-
<PAGE>



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

                  "Substitution Shortfall Amount": As defined in Section
2.03(b).

                  "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 the Trust Fund due to the classification of portions
thereof as REMICs under the REMIC Provisions, together with any and all other
information reports or returns that may be required to be furnished to the
Certificateholders or filed with the Internal Revenue Service or any other
governmental taxing authority under any applicable provisions of federal, state
or local tax laws.

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

                  "Termination Price": As defined in Section 9.01.

                  "Terminator": As defined in Section 9.01.

                  "Transfer": Any direct or indirect transfer, sale, pledge,
hypothecation, or other form of assignment of any Ownership Interest in a
Certificate.

                  "Transferee": Any Person who is acquiring by Transfer any
Ownership Interest in a Certificate.

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

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

                  (a) the Delinquency Percentage exceeds 60.00% of the then
current Credit Enhancement Percentage; or

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



   DISTRIBUTION DATE OCCURRING IN                  PERCENTAGE
-------------------------------------              ----------
January 2007 through December 2007                    1.75%
January 2008 through December 2008                    2.50%



                                      -42-

<PAGE>




January 2009 through December 2009                    3.00%
January 2010 and thereafter                           3.50%

                  "Trust Administration Fee": The amount payable to the Trust
Administrator on each Distribution Date pursuant to Section 8.05 as compensation
by the Trust Fund for all services rendered by the Trust Administrator and the
Trustee 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 and the
Trustee hereunder, which amount shall equal the Trust Administration Fee Rate
accrued for one month on the aggregate Scheduled Principal Balance of the
Mortgage Loans and any REO Properties as of the first day of the related Due
Period (or, in the case of the initial Distribution Date, as of the Cut-off
Date), calculated on the basis of a 360-day year consisting of twelve 30-day
months.

                  "Trust Administration Fee Rate":  0.0025% per annum.

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

                  "Trust Fund": Collectively, all of the assets of REMIC I,
REMIC II, REMIC III, REMIC IV, any Servicer Prepayment Charge Payment Amounts,
the Net WAC Rate Carryover Reserve Account, the Cap Contract and the other
assets conveyed by the Depositor to the Trustee pursuant to Section 2.01.

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

                  "Trustee": HSBC Bank USA, a New York banking corporation, or
its successor in interest, or any successor trustee appointed as herein
provided.

                  "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, as applicable, on such Distribution Date
pursuant to Section 4.01 and, if and to the extent necessary and appropriate,
shall be further reduced on such Distribution Date by Realized Losses as
provided in Section 4.04. The Uncertificated Balances of REMIC I Regular
Interest I-LTZZ shall be increased by interest deferrals as provided in Section
4.01(a)(1)(A)(i). The Uncertificated Balance of each REMIC I Regular Interest
shall never be less than zero.

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




                                      -43-
<PAGE>




(b) the aggregate amount of any Relief Act Interest Shortfall, if any allocated,
in each case, to such REMIC I Regular Interest pursuant to Section 1.02. In
addition, Uncertificated Interest with respect to each Distribution Date, as to
any REMIC I Regular Interest shall be reduced by Realized Losses, if any,
allocated to such REMIC I Regular Interest pursuant to Section 1.02 and Section
4.04.

                  "Uninsured Cause": Any cause of damage to a Mortgaged Property
such that the complete restoration of such property is not fully reimbursable by
the hazard insurance policies required to be maintained pursuant to Section
3.14.

                  "United States Person": A citizen or resident of the United
States, a corporation, partnership (or other entity treated as a corporation or
partnership for United States federal income tax purposes) 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
Treasury regulations) provided that, for purposes solely of the restrictions on
the transfer of 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 the income of
which from sources without the United States is includible 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, or a trust if a court
within the United States is able to exercise primary supervision over the
administration of the trust and one or more United States persons have authority
to control all substantial decisions of the trust. The term "United States"
shall have the meaning set forth in Section 7701 of the Code or successor
provisions.

                  "Value": With respect to any Mortgaged Property at the time of
the origination of the related Mortgage Loan, the value thereof as determined by
an independent appraisal made at the time of the origination of the related
Mortgage Loan or the sale price, if the appraisal is not available; except that,
with respect to any Mortgage Loan that is a purchase money mortgage loan, the
lesser of (i) the value thereof as determined by an independent appraisal made
at the time of the origination of such Mortgage Loan, if any, and (ii) the sales
price of the related Mortgaged Property. With respect to any Mortgaged Property
as of the Cut-off Date or as of any subsequent date of determination, (i) the
value of such Mortgaged Property based on a recent broker's price opinion, (ii)
the value of such Mortgaged Property based on a recent automated valuation model
or (iii) if both a BPO Value and AVM were unavailable, the value of such
Mortgaged Property based on the appraised value or other valuation used at the
time of the origination of the related Mortgage Loan.

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



                                      -44-
<PAGE>



                  SECTION 1.02. Allocation of Certain Interest Shortfalls.

                  For purposes of calculating the amount of Accrued Certificate
Interest and the amount of the Interest Distribution Amount for the Class A
Certificates, the Mezzanine Certificates and the Class CE Interest for any
Distribution Date, (1) the aggregate amount of any Prepayment Interest
Shortfalls (to the extent not covered by payments by the Servicer pursuant to
Section 3.24) and any Relief Act Interest Shortfall incurred in respect of the
Mortgage Loans for any Distribution Date shall be allocated first, to the Class
CE Interest based on, and to the extent of, one month's interest at the then
applicable Pass-Through Rate on the Notional Amount of the Class CE Interest
and, thereafter, among the Class A Certificates and the Mezzanine Certificates
on a PRO RATA basis based on, and to the extent of, one month's interest at the
then applicable respective Pass-Through Rate on the respective Certificate
Principal Balance of each such Certificate and (2) the aggregate amount of any
Realized Losses incurred for any Distribution Date shall be allocated to the
Class CE Interest based on, and to the extent of, one month's interest at the
then applicable Pass-Through Rate on the Notional Amount of the Class CE
Interest.

                  For purposes of calculating the amount of Uncertificated
Interest for the REMIC I Regular Interests for any Distribution Date, the
aggregate amount of any Prepayment Interest Shortfalls (to the extent not
covered by payments by the Servicer pursuant to Section 3.24) and any Relief Act
Interest Shortfalls incurred in respect of the Mortgage Loans for any
Distribution Date shall be allocated first, to Uncertificated Interest payable
to REMIC I Regular Interest I-LTAA and REMIC I Regular Interest I-LTZZ up to an
aggregate amount equal to the REMIC I Interest Loss Allocation Amount, 98% and
2%, respectively, and thereafter among REMIC I Regular Interest I- LTAA, REMIC I
Regular Interest I-LTA, REMIC I Regular Interest I-LTM1, REMIC I Regular
Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I Regular Interest
I-LTM4 and REMIC I Regular Interest I-LTZZ PRO RATA based on, and to the extent
of, one month's interest at the then applicable respective Pass-Through Rate on
the respective Uncertificated Balance of each such REMIC I Regular Interest.





                                      -45-
<PAGE>



                                   ARTICLE II

                          CONVEYANCE OF MORTGAGE LOANS;
                        ORIGINAL ISSUANCE OF CERTIFICATES

                  SECTION 2.01. Conveyance of the 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 and the
Certificate Insurer, 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, the right to receive
any amounts payable under the Cap Contract and all other assets included or to
be included in REMIC I. Such assignment includes all interest and principal
received by the Depositor or the Servicer on or with respect to the Mortgage
Loans (other than payments of principal and interest due on such Mortgage Loans
on or before the Cut-off Date). The Depositor herewith delivers to the Trustee
an executed copy of the Mortgage Loan Purchase Agreement. The Depositor herewith
delivers to the Trustee the Policy. The Depositor hereby directs the Trustee,
and the Trustee is hereby authorized, to enter into the Cap Contract, solely in
its capacity as Trustee hereunder, with the counterparty thereunder. In
furtherance of the foregoing, the Depositor hereby directs, and the Trust
Administrator is hereby authorized, to enter into the Cap Contract, solely in
its capacity as Trust Administrator hereunder and on behalf of the Trustee, in
turn solely in its capacity as Trustee hereunder, with the counterparty
thereunder. The Trustee hereby grants to the Trust Administrator a limited power
of attorney to enter into the Cap Contract, solely in its capacity as Trust
Administrator hereunder and on behalf of the Trustee, in turn solely in its
capacity as Trustee hereunder.

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

                  (i) the original Mortgage Note (including any riders thereto),
         endorsed in blank or in the following form: "Pay to the order of HSBC
         Bank USA, as Trustee under the applicable agreement, without recourse,"
         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, an original Assignment in blank;




                                      -46-
<PAGE>



                  (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 or copies of each assumption, modification,
         written assurance or substitution agreement, if any; and

                  (vi) the original lender's title insurance policy, together
         with all endorsements or riders that were issued with or subsequent to
         the issuance of such policy, insuring the Mortgage on the Mortgaged
         Property represented therein as a fee interest vested in the Mortgagor,
         or in the event such original title policy is unavailable, a written
         commitment or uniform binder or preliminary report of title issued by
         the title insurance or escrow company.

                  With respect to a maximum of 2.0% 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 2.01(i) above
cannot be located, the obligations of the Depositor to deliver such documents
shall be deemed to be satisfied upon delivery to the Trust Administrator on
behalf of the Trustee of a photocopy of such Mortgage Note, if available, with a
lost note affidavit substantially in the form of Exhibit K attached hereto, or
any alternate form. If any of the original Mortgage Notes for which a lost note
affidavit was delivered to the Trust Administrator on behalf of the Trustee is
subsequently located, such original Mortgage Note shall be delivered to the
Trust Administrator 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 Trust Administrator on
behalf of the Trustee of a copy of each such document certified by the
applicable originator or the 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 applicable originator or the Seller, delivery to the Trust
Administrator on behalf of the Trustee 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. Notice shall be
provided to the Trust Administrator, the Trustee and the Rating Agencies by the
Depositor if delivery pursuant to clause (2) above will be made more than 180
days after the Closing Date. If the original lender's title insurance policy was
not delivered pursuant to Section 2.01(vi) above, the Depositor shall deliver or
cause to be delivered to the Trust Administrator on behalf of the Trustee,
promptly after receipt thereof, the original lender's title insurance policy.
The Depositor shall deliver or cause to be delivered to the Trust Administrator
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 or modification of any Mortgage Loan.

                  Except with respect to any Mortgage Loan for which MERS is
identified on the



                                      -47-
<PAGE>



Mortgage or on a properly recorded assignment of the Mortgage as the mortgagee
of record, the Servicer shall enforce the obligation of the Seller under the
Mortgage Loan Purchase Agreement to promptly (within sixty days following the
later of the Closing Date and the date of receipt by the Trust Administrator 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 the Seller and at no expense to the
Trust Fund, the Trustee, the Trust Administrator, the Servicer or the Depositor,
in the appropriate public office for real property records, each Assignment
referred to in Sections 2.01(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, as Trustee
under the applicable agreement." In the event that any such Assignment is lost
or returned unrecorded because of a defect therein, 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. If the Seller fails to pay the cost of recording the
Assignments, such expense will be paid by the Servicer and shall be reimbursable
to the Servicer 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.

                  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 and the Certificate Insurer by including (or deleting, in the
case of Mortgage Loans which are 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, and will not permit the Servicer to, and the
Servicer 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.

                  All original documents relating to the Mortgage Loans that are
not delivered to the Trust Administrator on behalf of the Trustee are and shall
be held by the Seller, the Depositor or the Servicer, as the case may be, in
trust for the benefit of the Trustee on behalf of the Certificateholders and the
Certificate Insurer. 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 on behalf of the
Trustee. Any such original document delivered to or held by the Depositor that
is not required pursuant to the terms of this Section to be a part of a Mortgage
File, shall be delivered promptly to the Servicer.

                  SECTION 2.02. Acceptance of REMIC I by Trustee.

                  The Trustee, acknowledges receipt, subject to the provisions
of Section 2.01 and subject to any exceptions noted on the exception report
described in the next paragraph below, of the documents referred to in Section
2.01 (other than such documents described in Section 2.01(v)) above and all
other assets included in the definition of "REMIC I" under clauses (i), (iii),
(iv) and (v) (to the extent of amounts attributable thereto deposited into the
Distribution Account) and



                                      -48-
<PAGE>



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 "REMIC I" in
trust for the exclusive use and benefit of all present and future
Certificateholders and the Certificate Insurer.

                  The Trust Administrator agrees, for the benefit of the
Certificateholders and Certificate Insurer, to review each Mortgage File on or
before the Closing Date and to certify in substantially the form attached hereto
as Exhibit C-1 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 constituting part of such
Mortgage File (other than such documents described in Section 2.01(v)) required
to be delivered to it pursuant to this Agreement are in its possession, (ii)
such documents have been reviewed by it and appear regular on their face 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), (x)(A), (xi), (xii), (xiii), (xv) and (xix) of the
definition of "Mortgage Loan Schedule" accurately reflects information set forth
in the Mortgage File. It is herein acknowledged that, in conducting such review,
the Trust Administrator was under no duty or obligation (i) to inspect, review
or examine any such documents, instruments, certificates or other papers to
determine whether they are genuine, enforceable, valid, legally binding,
effective or appropriate for the represented purpose or whether they have
actually been recorded or are in recordable form or that they are other than
what they purport to be on their face, (ii) to determine whether any Mortgage
File should include any of the documents specified in clause (v) of Section 2.01
or (iii) to determine the perfection or priority of any security interest in any
such documents or instruments. Notwithstanding the foregoing, in conducting the
review described in this Section 2.02, the Trust Administrator shall not be
responsible for determining (i) if an Assignment is sufficient under the laws of
the jurisdiction wherein the related Mortgaged Property is located to reflect of
record the sale of the Mortgage or (ii) the lien priority of the Mortgage on a
Mortgaged Property.

                  Prior to the first anniversary date of this Agreement, the
Trust Administrator shall deliver to the Depositor, the Trustee, the Certificate
Insurer and the Servicer a final certification in the form annexed hereto as
Exhibit C-2 evidencing the completeness of the Mortgage Files, with any
applicable exceptions noted thereon, and the Servicer shall forward a copy
thereof to any Sub- Servicer.

                  If in the process of reviewing the Mortgage Files and making
or preparing, as the case may be, the certifications referred to above, the
Trust Administrator 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 Trust Administrator shall so notify the other
parties hereto and the Certificate Insurer. In addition, upon the discovery by
the Depositor, the Servicer, the Trust Administrator or the Trustee of a breach
of any of the representations and warranties made by the Seller in the Mortgage
Loan Purchase Agreement in respect of any Mortgage Loan which materially
adversely affects such Mortgage Loan or the interests of the Certificateholders
or Certificate Insurer in such Mortgage Loan, the party discovering such breach
shall give prompt written notice to the other parties hereto and the Certificate
Insurer .




                                      -49-
<PAGE>



                  The Trust Administrator shall, at the written request and
expense of any Certificateholder or the Certificate Insurer, provide a written
report to such Certificateholder or the Certificate Insurer of all Mortgage
Files released to the Servicer for servicing purposes.

                  SECTION 2.03. Repurchase or Substitution of Mortgage Loans by
                                the Seller.

                  (a) Upon discovery by the Depositor, the Servicer, the Trust
Administrator or the Trustee of any materially defective document in, or that a
document is missing from, a Mortgage File or of the breach by the Seller of any
representation, warranty or covenant under the Mortgage Loan Purchase Agreement
in respect of any Mortgage Loan that materially adversely affects the value of
such Mortgage Loan or the interest therein of the Certificateholders or the
Certificate Insurer, the party discovering such defect, missing document or
breach shall promptly notify the other parties hereto of such defect, missing
document or breach. Upon discovery or receipt of notice of any materially
defective document in, or that a document is missing from, a Mortgage File or of
the breach by the Seller of any representation, warranty or covenant under the
Mortgage Loan Purchase Agreement in respect of any Mortgage Loan that materially
adversely affects the value of such Mortgage Loan or the interest therein of the
Certificateholders or the Certificate Insurer, the Trustee shall promptly notify
the Seller, the Trust Administrator, the Certificate Insurer and the Servicer of
such defect, missing document or breach and request that the Seller deliver such
missing document or cure such defect or breach within 60 days from the date the
Seller was notified of such missing document, defect or breach, and if the
Seller does not deliver such missing document or cure such defect or breach in
all material respects during such period, the Servicer, in accordance with
Section 3.02(b), shall enforce the obligations of the Seller, under the Mortgage
Loan Purchase Agreement to repurchase such Mortgage Loan from REMIC I at the
Purchase Price within 90 days after the date on which the Seller was notified
(subject to Section 2.03(c)) of such missing document, defect or breach, if and
to the extent that the Seller is obligated to do so under the Mortgage Loan
Purchase Agreement. The Purchase Price for the repurchased Mortgage Loan shall
be remitted to the Servicer for deposit in the Collection Account and the Trust
Administrator, upon receipt of written certification from the Servicer of such
deposit, shall release to the Seller the related Mortgage File and the Trustee,
upon receipt of written certification from the Servicer of such deposit, shall
execute and deliver such instruments of transfer or assignment, in each case
without recourse, as the Seller shall furnish to it and as shall be necessary to
vest in the Seller any Mortgage Loan released pursuant hereto. In furtherance of
the foregoing, if the Seller is not a member of MERS and repurchases a Mortgage
Loan which is registered on the MERS(R) System, the Seller at its own expense
and without any right of reimbursement, shall cause MERS to execute and deliver
an assignment of the Mortgage in recordable form to transfer the Mortgage from
MERS to the Seller and shall cause such Mortgage to be removed from registration
on the MERS(R) System in accordance with MERS' rules and regulations. Neither
the Trustee nor the Trust Administrator shall have any further responsibility
with regard to such Mortgage File. In lieu of repurchasing any such Mortgage
Loan as provided above, if so provided in the Mortgage Loan Purchase Agreement,
the Seller 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(b). It is understood and agreed that the obligation of
the Seller 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 shall
constitute the sole remedy respecting such omission, defect or breach



                                      -50-
<PAGE>



available to the Trustee and the Certificateholders.

                  (b) Any substitution of Qualified Substitute Mortgage Loans
for Deleted Mortgage Loans made pursuant to Section 2.03(a) must be effected
prior to the date which is two years after the Startup Day for REMIC I.

                  As to any Deleted Mortgage Loan for which the Seller
substitutes a Qualified Substitute Mortgage Loan or Loans, such substitution
shall be effected by the Seller delivering to the Trust Administrator on behalf
of the Trustee, for such Qualified Substitute Mortgage Loan or Loans, the
Mortgage Note, the Mortgage, the Assignment 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 Trust Administrator on behalf of the
Trustee shall acknowledge receipt for such Qualified Substitute Mortgage Loan or
Loans and, within ten Business Days thereafter, shall review such documents as
specified in Section 2.02 and deliver to the Depositor, the Trustee, the
Certificate Insurer and the Servicer, with respect to such Qualified Substitute
Mortgage Loan or Loans, a certification substantially in the form attached
hereto as Exhibit C-1, with any applicable exceptions noted thereon. Within one
year of the date of substitution, the Trust Administrator on behalf of the
Trustee shall deliver to the Depositor, the Certificate Insurer, the Trustee and
the Servicer a certification substantially in the form of Exhibit C-2 hereto
with respect to such Qualified Substitute Mortgage Loan or Loans, with any
applicable exceptions noted thereon. Monthly Payments due with respect to
Qualified Substitute Mortgage Loans in the month of substitution are not part of
REMIC I and will be retained by the Seller. 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 Seller 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 Certificateholders that such
substitution has taken place, and the Servicer shall 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 shall deliver a copy of such amended Mortgage Loan Schedule to the
Trustee, the Trust Administrator and the Certificate Insurer. Upon such
substitution, such Qualified Substitute Mortgage Loan or Loans shall constitute
part of the Mortgage Pool and shall be subject in all respects to the terms of
this Agreement and the Mortgage Loan Purchase Agreement, including, all
applicable representations and warranties thereof included in the Mortgage Loan
Purchase Agreement.

                  For any month in which the Seller substitutes one or more
Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the
Servicer will determine the amount (the "Substitution Shortfall Amount"), if
any, by which the aggregate Purchase Price of all such Deleted Mortgage Loans
exceeds the aggregate of, as to each such Qualified Substitute Mortgage Loan,
the Stated Principal Balance thereof as of the date of substitution, together
with one month's interest on such Stated Principal Balance at the applicable Net
Mortgage Rate, plus all outstanding Advances and Servicing Advances (including
Nonrecoverable Advances and Nonrecoverable Servicing Advances) related thereto.
On the date of such substitution, the Seller will deliver or cause to be
delivered to the Servicer for deposit in the Collection Account an amount equal
to the



                                      -51-
<PAGE>



Substitution Shortfall Amount, if any, and the Trust Administrator, upon receipt
by it of written certification by the Servicer of such deposit and upon receipt
by the Trustee of the related Qualified Substitute Mortgage Loan or Loans, shall
release to the Seller the related Mortgage File or Files and the Trustee, upon
receipt of written certification by the Servicer of such deposit and upon
receipt by the Trustee of the related Qualified Substitute Mortgage Loan or
Loans, shall execute and deliver such instruments of transfer or assignment, in
each case without recourse, the Seller shall deliver to it and as shall be
necessary to vest therein any Deleted Mortgage Loan released pursuant hereto.

                  In addition, the Seller shall obtain at its own expense and
deliver to the Trustee, the Certificate Insurer 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.

                  (c) Upon discovery by the Depositor, the Servicer, the Trust
Administrator, the Certificate Insurer 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 hereto and to the
Seller. In connection therewith, the Seller shall repurchase or, subject to the
limitations set forth in Section 2.03(b), 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. Any such repurchase or substitution shall be made in the same
manner as set forth in Section 2.03(a). The Trustee shall reconvey to the Seller
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 for breach of
a representation or warranty.

                  SECTION 2.04. Reserved.

                  SECTION 2.05. Representations, Warranties and Covenants of the
                                Servicer.

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

                  (i) The Servicer is a corporation duly formed, validly
         existing and in good standing as a corporation under the laws of the
         State of California and is duly authorized and qualified to transact
         any and all business contemplated by this Agreement to be conducted by
         the Servicer in any state in which a Mortgaged Property is located or
         is otherwise not required under applicable law to effect such
         qualification and, in any event, is in compliance with the doing
         business laws of any such State, to the extent necessary to ensure its
         ability to enforce each Mortgage Loan and to service the Mortgage Loans
         in accordance with the terms of this Agreement;

                  (ii) The Servicer has the full power and authority to conduct
         its business as presently conducted by it and to execute, deliver and
         perform, and to enter into and



                                      -52-
<PAGE>



         consummate, all transactions contemplated by this Agreement. The
         Servicer has duly authorized the execution, delivery and performance of
         this Agreement, has duly executed and delivered this Agreement, and
         this Agreement, assuming due authorization, execution and delivery by
         the Depositor, the Trust Administrator and the Trustee, constitutes a
         legal, valid and binding obligation of the 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
         Servicer, the servicing of the Mortgage Loans by the Servicer
         hereunder, the consummation by the Servicer of any other of the
         transactions herein contemplated, and the fulfillment of or compliance
         with the terms hereof are in the ordinary course of business of the
         Servicer and will not (A) result in a breach of any term or provision
         of the charter of by-laws of the Servicer or (B) conflict with, result
         in a breach, violation or acceleration of, or result in a default
         under, the terms of any other material agreement or instrument to which
         the Servicer is a party or by which it may be bound, or any statute,
         order or regulation applicable to the Servicer of any court, regulatory
         body, administrative agency or governmental body having jurisdiction
         over the Servicer; and the Servicer is not a party to, bound by, or in
         breach or violation of any indenture or other agreement or instrument,
         or subject to or in violation of any statute, order or regulation of
         any court, regulatory body, administrative agency or governmental body
         having jurisdiction over it, which materially and adversely affects or,
         to the Servicer's knowledge, would in the future materially and
         adversely affect, (x) the ability of the Servicer to perform its
         obligations under this Agreement, (y) the business, operations,
         financial condition, properties or assets of the Servicer taken as a
         whole or (z) the legality, validity or enforceability of this
         Agreement;

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

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

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

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



                                      -53-
<PAGE>



                  (viii) No consent, approval, authorization or order of any
         court or governmental agency or body is required for the execution,
         delivery and performance by the Servicer of, or compliance by the
         Servicer with, this Agreement or the consummation by it of the
         transactions contemplated by this Agreement, except for such consents,
         approvals, authorizations or orders, if any, that have been obtained
         prior to the Closing Date;

                  (ix) The Servicer does and will continue to accurately report
         its borrower credit files for each Mortgage Loan to the three major
         credit bureaus in existence as of the Closing Date in a timely manner;
         and

                  (x) The Servicer is a member of MERS in good standing, and
         will comply in all material respects with the rules and procedures of
         MERS in connection with the servicing of the Mortgage Loans that are
         registered with MERS.

                  It is understood and agreed that the representations,
warranties and covenants set forth in this Section 2.05 shall survive delivery
of the Mortgage Files to the Trustee and shall inure to the benefit of the
Trustee, the Trust Administrator, the Depositor, the Certificate Insurer and the
Certificateholders. Upon discovery by any of the Depositor, the Servicer, the
Certificate Insurer, the Trust Administrator or the Trustee of a breach of any
of the foregoing representations, warranties and covenants which materially and
adversely affects the value of any Mortgage Loan or the interests therein of the
Certificateholders or the Certificate Insurer, the party discovering such breach
shall give prompt written notice (but in no event later than two Business Days
following such discovery) to the other parties hereto and the Certificate
Insurer. Within 90 days of the earlier of discovery by the Servicer or receipt
of notice by the Servicer of the breach of any representation, warranty or
covenant of the Servicer set forth in Section 2.05 which materially and
adversely affects the value of any Mortgage Loan or the interests therein of the
Certificateholders or the Certificate Insurer, the Servicer shall cure such
breach in all material respects.

                  SECTION 2.06. Acceptance of REMIC I by the Trustee; Issuance
                                of the REMIC I Regular Interests and the Class
                                R-I Interest.

                  The Trustee acknowledges the assignment to it of the Mortgage
Loans and the delivery to the Trust Administrator 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. The interests evidenced by
the Class R-I Interest, together with the REMIC I Regular Interests, constitute
the entire beneficial ownership interest in REMIC I. The rights of the Class R-I
Interest and REMIC II (as holder of the REMIC I Regular Interests) to receive
distributions from the proceeds of REMIC I in respect of the Class R-I Interest
and the REMIC I Regular Interests, respectively, 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.

                  SECTION 2.07. Conveyance of the REMIC I Regular Interests;
                                Acceptance of REMIC II by the Trustee; Issuance
                                of the Regular Interests in REMIC II and the
                                Class R-II Interest.




                                      -54-
<PAGE>



                  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 holders of the Class
A Certificates and the Mezzanine Certificates (which are certificated), the
Class CE Interest and the Class P Interest (which are uncertificated) and the
Class R Certificates (in respect of the Class R-II Interest). The interests
evidenced by the Class R-II Interest, together with the Class A Certificates,
the Mezzanine Certificates, the Class CE Interest and the Class P Interest,
constitute the entire beneficial ownership interest in REMIC II. The Trustee
acknowledges receipt of the REMIC I Regular Interests and declares that it holds
and will hold the same in trust for the exclusive use and benefit of the holders
of the Class A Certificates, the Mezzanine Certificates, the Class CE Interest,
Class P Interest and the Class R Certificates (in respect of the Class R-II
Interest). The rights of the Class R-II Interest, the holders of the Class A
Certificates and the Mezzanine Certificates, REMIC III (as holder of the Class
CE Interest) and REMIC IV (as holder of the Class P Interest) to receive
distributions from the proceeds of REMIC II in respect of the Class R-II
Interest, the Class A Certificates, the Mezzanine Certificates, the Class CE
Interest and the Class P Interest, respectively, and all ownership interests
evidenced or constituted by the Class R-II Interest, the Class A Certificates,
the Mezzanine Certificates, the Class CE Interest and the Class P Interest,
shall be as set forth in this Agreement.

                  SECTION 2.08. Issuance of Class R Certificates.

                  The Trustee acknowledges the assignment to it of the Class R-I
Interest and the Class R-II Interest and, concurrently therewith and in exchange
therefor, pursuant to the written request of the Depositor executed by an
officer of the Depositor, the Trust Administrator on behalf of the Trustee has
executed, authenticated and delivered to or upon the order of the Depositor, the
Class R Certificates in authorized denominations.

                  SECTION 2.09. Conveyance of the Class CE Interest; Acceptance
                                of REMIC III 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 Class CE Interest for the benefit of the holders of the Class CE
Certificates (which are certificated) and the Class R-X Certificates (in respect
of the Class R-III Interest). The Trustee acknowledges receipt of the Class CE
Interest and declares that it holds and will hold the same in trust for the
exclusive use and benefit of the holders of the Class CE Certificates and the
Class R-X Certificates (in respect of the Class R-III Interest). The rights of
the Class R-III Interest and the holders of the Class CE Certificates to receive
distributions from the proceeds of REMIC III in respect of the Class R-III
Interest and the Class CE Certificates, respectively, and all ownership
interests evidenced or constituted by the Class R-III Interest and the Class CE
Certificates shall be as set forth in this Agreement.

                  SECTION 2.10. Conveyance of the Class P Interest; Acceptance
                                of REMIC IV by the Trustee.

                  The Depositor, concurrently with the execution and delivery
hereof, does hereby



                                      -55-
<PAGE>



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 Class P
Interest for the benefit of the holders of the Class P Certificates (which are
certificated) and the Class R-X Certificates (in respect of the Class R-IV
Interest). The Trustee acknowledges receipt of the Class P Interest and declares
that it holds and will hold the same in trust for the exclusive use and benefit
of the holders of the Class P Certificates and the Class R-X Certificates (in
respect of the Class R-IV Interest). The rights of the Class R-IV Interest and
the holders of the Class P Certificates to receive distributions from the
proceeds of REMIC IV in respect of the Class R-IV Interest and the Class P
Certificates, respectively, and all ownership interests evidenced or constituted
by the Class R-IV Interest and the Class P Certificates shall be as set forth in
this Agreement.

                  SECTION 2.11. Issuance of Class R-X Certificates.

                  The Trustee acknowledges the assignment to it of the Class
R-III Interest and the Class R-IV Interest and, concurrently therewith and in
exchange therefor, pursuant to the written request of the Depositor executed by
an officer of the Depositor, the Trust Administrator on behalf of the Trustee
has executed, authenticated and delivered to or upon the order of the Depositor,
the Class R-X Certificates in authorized denominations.



                                      -56-
<PAGE>



                                   ARTICLE III

                          ADMINISTRATION AND SERVICING
                              OF THE MORTGAGE LOANS

                  SECTION 3.01. Servicer to Act as Servicer.

                  The Servicer shall service and administer the Mortgage Loans
on behalf of the Trust Fund and in the best interests of and for the benefit of
the Certificateholders and the Certificate Insurer (as determined by the
Servicer in its reasonable judgment) in accordance with the terms of this
Agreement and the respective Mortgage Loans and, to the extent consistent with
such terms, in the same manner in which it services and administers similar
mortgage loans for its own portfolio, giving due consideration to customary and
usual standards of practice of prudent mortgage lenders and loan servicers
administering similar mortgage loans but without regard to:

                  (i) any relationship that the Servicer or any Affiliate of the
         Servicer may have with the related Mortgagor;

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

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

                  (iv) the Servicer's right to receive compensation for its
         services hereunder or with respect to any particular transaction.

                  To the extent consistent with the foregoing, the Servicer
shall also seek to maximize the timely and complete recovery of principal and
interest on the Mortgage Notes. Subject only to the above-described servicing
standards and the terms of this Agreement and of the respective Mortgage Loans,
the Servicer shall have full power and authority, to do or cause to be done any
and all things in connection with such servicing and administration which it may
deem necessary or desirable. Without limiting the generality of the foregoing,
the Servicer in its own name is hereby authorized and empowered by the Trustee
when the Servicer believes it appropriate in its best judgment, to execute and
deliver, on behalf of the Trust Fund, the Certificateholders and the Trustee or
any of them, and upon written notice to the Trustee and the Trust Administrator,
any and all instruments of satisfaction or cancellation, or of partial or full
release or discharge, and all other comparable instruments, with respect to the
Mortgage Loans and the Mortgaged Properties and to institute foreclosure
proceedings or obtain a deed-in-lieu of foreclosure so as to convert the
ownership of such properties, and to hold or cause to be held title to such
properties, on behalf of the Trustee, for the benefit of the Trust Fund and the
Certificateholders. The Servicer shall service and administer the Mortgage Loans
in accordance with applicable state and federal law and shall provide to the
Mortgagors any reports required to be provided to them thereby. The Servicer
shall also comply in the performance of this Agreement with all reasonable rules
and requirements of each insurer under any standard hazard insurance policy.
Subject to Section 3.17, the Trustee shall execute, at the written request of
the Servicer, and furnish to the Servicer any special or limited powers of
attorney and other documents necessary or appropriate to enable the Servicer to
carry out



                                      -57-
<PAGE>



its servicing and administrative duties hereunder and the Trustee shall not be
liable for the actions of the Servicer under such powers of attorney.

                  In accordance with the standards of the preceding paragraph,
the Servicer shall make or cause to be made Servicing Advances as necessary for
the purpose of effecting the payment of taxes and assessments on the Mortgaged
Properties, which Servicing Advances shall be reimbursable in the first instance
from related collections from the Mortgagors pursuant to Section 3.09, and
further as provided in Section 3.11; provided, however, the Servicer shall only
make such Servicing Advance if the Mortgagor has made such payment as set forth
in Section 3.09 or if the Mortgagor has not made such payment, if the failure to
make such Servicing Advance would result in the loss of the Mortgaged Property
due to a tax sale or foreclosure as result of a tax lien. Any cost incurred by
the Servicer in effecting the payment of taxes and assessments on a Mortgaged
Property shall not, for the purpose of calculating the Stated Principal Balance
of a Mortgage Loan or distributions to Certificateholders, be added to the
unpaid principal balance of the related Mortgage Loan, notwithstanding that the
terms of such Mortgage Loan so permit.

                  The Servicer further is authorized and empowered by the
Trustee, on behalf of the Certificateholders and the Trustee, in its own name or
in the name of the Sub-Servicer, when the Servicer or the Sub-Servicer, as the
case may be, believes it is appropriate in its best judgment to register any
Mortgage Loan on the MERS(R) System, or cause the removal from the registration
of any Mortgage Loan on the MERS(R) System, to execute and deliver, on behalf of
the Trustee and the Certificateholders or any of them, any and all instruments
of assignment and other comparable instruments with respect to such assignment
or re-recording of a Mortgage in the name of MERS, solely as nominee for the
Trustee and its successors and assigns. Any reasonable expenses incurred in
connection with the actions described in the preceding sentence or as a result
of MERS discontinuing or becoming unable to continue operations in connection
with the MERS(R) System, shall be subject to withdrawal by the Servicer from the
Collection Account.

                  Notwithstanding anything in this Agreement to the contrary,
the Servicer may not make any future advances with respect to a Mortgage Loan
(except as provided in Section 4.03) and the Servicer shall not permit any
modification with respect to any Mortgage Loan that would change the Mortgage
Rate, reduce or increase the principal balance (except for reductions resulting
from actual payments of principal) or change the final maturity date on such
Mortgage Loan (unless, as provided in Section 3.07, the Mortgagor is in default
with respect to the Mortgage Loan or such default is, in the judgment of the
Servicer, reasonably foreseeable) or any modification, waiver or amendment of
any term of any Mortgage Loan that would both (A) effect an exchange or
reissuance of such Mortgage Loan under Section 1001 of the Code (or final,
temporary or proposed Treasury regulations promulgated thereunder) and (B) cause
any Trust REMIC created hereunder to fail to qualify as a REMIC under the Code
or the imposition of any tax on "prohibited transactions" or "contributions
after the startup date" under the REMIC Provisions.

                  Notwithstanding anything in this Agreement to the contrary, in
the event of a Principal Prepayment in full of a Mortgage Loan, the Servicer may
not waive any Prepayment Charge or portion thereof required by the terms of the
related Mortgage Note unless (i) the Servicer determines that such waiver would
maximize recovery of Liquidation Proceeds for such Mortgage Loan, taking into
account the value of such Prepayment Charge, (ii)(A) the enforceability thereof
is



                                      -58-
<PAGE>



limited (1) by bankruptcy, insolvency, moratorium, receivership, or other
similar law relating to creditors' rights generally or (2) due to acceleration
in connection with a foreclosure or other involuntary payment, or (B) the
enforceability is otherwise limited or prohibited by applicable law or (iii) the
Servicer has not been provided with information sufficient to enable it to
collect the Prepayment Charge. If a Prepayment Charge is waived as permitted by
meeting the standard described in clause (iii) above, then the Servicer shall
enforce the obligation of the Seller to pay the amount of such waived Prepayment
Charge to the Servicer for deposit in the Collection Account (to the extent paid
by the Seller) for the benefit of the Holders of the Class P Certificates.

                  Promptly upon the earlier of discovery by the Servicer or
receipt of notice by the Servicer of the breach of the covenant of the Servicer
set forth above which materially and adversely affects the interests of the
Holders of the Class P Certificates in any Prepayment Charge, the Servicer shall
promptly pay the amount of such waived Prepayment Charge (or such portion
thereof as had been waived), for the benefit of the holders of the Class P
Certificates by depositing such amount into the Collection Account for
distribution in accordance with the terms of this Agreement. The foregoing shall
not, however, limit any remedies available to the Certificateholders, the
Depositor, the Trust Administrator or the Trustee on behalf of the Trust Fund
and for the benefit of the Certificateholders and the Certificate Insurer,
pursuant to the Mortgage Loan Purchase Agreement, respecting a breach of the
representations, warranties and covenants of the Seller contained in the
Mortgage Loan Purchase Agreement.

                  With respect to each Mortgage Loan which is the subject of a
Principal Prepayment in full, which prepayment is not accompanied by the payment
of a Prepayment Charge, the Trust Administrator shall verify whether or not such
Mortgage Loan was identified on the Mortgage Loan Schedule as being subject to a
Prepayment Charge.

                  The Servicer may delegate its responsibilities under this
Agreement; provided, however, that no such delegation shall release the Servicer
from the responsibilities or liabilities arising under this Agreement.

                  As part of its servicing activities hereunder, the Servicer,
for the benefit of the Trustee and the Certificateholders, shall enforce the
obligations of the Seller under the Mortgage Loan Purchase Agreement, including,
without limitation, any obligation of the Seller to purchase a Mortgage Loan on
account of missing or defective documentation or on account of a breach of a
representation, warranty or covenant, as described in Section 2.03(a).

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

                  The Servicer may arrange for the subservicing of any Mortgage
Loan by a Sub- Servicer pursuant to a Sub-Servicing Agreement; provided that
such sub-servicing arrangement and the terms of the related Sub-Servicing
Agreement must provide for the servicing of such Mortgage Loans in a manner
consistent with the servicing arrangements contemplated hereunder.
Notwithstanding the provisions of any Sub-Servicing Agreement, any of the
provisions of this Agreement relating to agreements or arrangements between the
Servicer or a Sub-Servicer or reference to actions taken through a Servicer or
otherwise, the Servicer shall remain obligated and



                                      -59-
<PAGE>



liable to the Depositor, the Trust Administrator, the Trustee, the Certificate
Insurer and the Certificateholders for the servicing and administration of the
Mortgage Loans in accordance with the provisions of this Agreement without
diminution of such obligation or liability by virtue of such Sub-Servicing
Agreements or arrangements or by virtue of indemnification from the Sub-Servicer
and to the same extent and under the same terms and conditions as if the
Servicer alone were servicing and administering the Mortgage Loans. Every
Sub-Servicing Agreement entered into by the Servicer shall contain a provision
giving the successor Servicer the option to terminate such agreement in the
event a successor Servicer is appointed. All actions of each Sub-Servicer
performed pursuant to the related Sub-Servicing Agreement shall be performed as
an agent of the Servicer with the same force and effect as if performed directly
by the Servicer.

                  For purposes of this Agreement, the Servicer shall be deemed
to have received any collections, recoveries or payments with respect to the
Mortgage Loans that are received by a Sub- Servicer regardless of whether such
payments are remitted by the Sub-Servicer to the Servicer.

                  SECTION 3.03. Successor Sub-Servicers.

                  The Servicer shall be entitled to terminate any Sub-Servicing
Agreement in accordance with the terms and conditions of such Sub-Servicing
Agreement and to either itself directly service the related Mortgage Loans or
enter into a Sub-Servicing Agreement with a successor Sub-Servicer which
qualifies under Section 3.02. Any Sub-Servicing Agreement shall include the
provision that such agreement may be immediately terminated by the Trust
Administrator (if the Trust Administrator is acting as Servicer) or another
successor Servicer without fee, in accordance with the terms of this Agreement,
in the event that the Servicer shall, for any reason, no longer be the Servicer
(including termination due to a Servicer Event of Default).

                  SECTION 3.04. No Contractual Relationship Between
                                Sub-Servicer, Trust Administrator, Trustee or
                                the Certificateholders.

                  Any Sub-Servicing Agreement and any other transactions or
services relating to the Mortgage Loans involving a Sub-Servicer shall be deemed
to be between the Sub-Servicer and the Servicer alone and the Depositor, the
Trust Administrator, the Trustee, the Certificate Insurer and the
Certificateholders shall not be deemed parties thereto and shall have no claims,
rights, obligations, duties or liabilities with respect to any Sub-Servicer
except as set forth in Section 3.05.

                  SECTION 3.05. Assumption or Termination of Sub-Servicing
                                Agreement by Trust Administrator.

                  In connection with the assumption of the responsibilities,
duties and liabilities and of the authority, power and rights of the Servicer
hereunder by the Trust Administrator pursuant to Section 7.02 or another
successor Servicer, it is understood and agreed that the Servicer's rights and
obligations under any Sub-Servicing Agreement then in force between the Servicer
and a Sub- Servicer shall be assumed simultaneously by the Trust Administrator
or another successor Servicer without act or deed on the part of the Trust
Administrator; provided, however, that the Trust Administrator (if the Trust
Administrator is acting as Servicer) or another successor Servicer may terminate
the Sub-Servicer.



                                      -60-
<PAGE>



                  The Servicer shall, upon the reasonable request of the Trust
Administrator, but at the expense of the Servicer, deliver to the assuming party
documents and records relating to each Sub- Servicing Agreement and an
accounting of amounts collected and held by it and otherwise use its best
reasonable efforts to effect the orderly and efficient transfer of the
Sub-Servicing Agreements to the assuming party.

                  SECTION 3.06. [Reserved].

                  SECTION 3.07. Collection of Certain Mortgage Loan Payments.

                  The Servicer shall make reasonable efforts to collect all
payments called for under the terms and provisions of the Mortgage Loans, and
shall, to the extent such procedures shall be consistent with this Agreement,
follow such collection procedures as it would follow with respect to mortgage
loans comparable to the Mortgage Loans and held for its own account. Consistent
with the foregoing, the Servicer may in its discretion (i) waive any late
payment charge or, if applicable, penalty interest or (ii) extend the due dates
for the Monthly Payments due on a Mortgage Note for a period of not greater than
180 days; provided that any extension pursuant to this clause shall not affect
the amortization schedule of any Mortgage Loan for purposes of any computation
hereunder. Notwithstanding the foregoing, in the event that any Mortgage Loan is
in default or, in the judgment of the Servicer, such default is reasonably
foreseeable, the Servicer, consistent with the standards set forth in Section
3.01 may waive, modify or vary any term of such Mortgage Loan (including
modifications that change the Mortgage Rate, forgive the payment of principal or
interest or extend the final maturity date of such Mortgage Loan), accept
payment from the related Mortgagor of an amount less than the Stated Principal
Balance in final satisfaction of such Mortgage Loan (such payment, a "Short
Pay-off"), or consent to the postponement of strict compliance with any such
term or otherwise grant indulgence to any Mortgagor if in the Servicer's
determination such waiver, modification, postponement or indulgence is not
materially adverse to the interests of the Certificateholders (taking into
account any estimated Realized Loss that might result absent such action).

                  SECTION 3.08. [Reserved].

                  SECTION 3.09. Collection of Taxes, Assessments and Similar
                                Items; Servicing Accounts.

                  To the extent the terms of a Mortgage provide for Escrow
Payments, the Servicer shall establish and maintain one or more accounts (the
"Servicing Accounts"), into which all collections from the Mortgagors (or
related advances from Sub-Servicers) for the payment of taxes, assessments,
fire, flood, and hazard insurance premiums, and comparable items for the account
of the Mortgagors ("Escrow Payments") shall be deposited and retained. Servicing
Accounts shall be Eligible Accounts. The Servicer shall deposit in the Servicing
Accounts on a daily basis and in no event later than the second Business Day
after receipt, and retain therein, all Escrow Payments collected on account of
the Mortgage Loans, for the purpose of effecting the timely payment of any such
items as required under the terms of this Agreement. Withdrawals of amounts from
a Servicing Account may be made only to (i) effect timely payment of taxes,
assessments, fire, flood, and hazard insurance premiums, and comparable items;
(ii) reimburse the Servicer out of related collections for



                                      -61-
<PAGE>



any advances made pursuant to Section 3.01 (with respect to taxes and
assessments) and Section 3.14 (with respect to fire, flood and hazard
insurance); (iii) refund to Mortgagors any sums as may be determined to be
overages; (iv) pay interest, if required and as described below, to Mortgagors
on balances in the Servicing Account; or (v) clear and terminate the Servicing
Account at the termination of the Servicer's obligations and responsibilities in
respect of the Mortgage Loans under this Agreement in accordance with Article
IX. As part of its servicing duties, the Servicer shall pay to the Mortgagors
interest on funds in Servicing Accounts, to the extent required by law and, to
the extent that interest earned on funds in the Servicing Accounts is
insufficient, to pay such interest from its or their own funds, without any
reimbursement therefor. Notwithstanding the foregoing, the Servicer shall not be
obligated to collect Escrow Payments if the related Mortgage Loan does not
require such payments but the Servicer shall nevertheless be obligated to make
Servicing Advances as provided in Section 3.01. In the event the Servicer shall
deposit in the Servicing Accounts any amount not required to be deposited
therein, it may at any time withdraw such amount from the Servicing Accounts,
any provision to the contrary notwithstanding.

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

                  SECTION 3.10. Collection Account and Distribution Account.

                  (a) On behalf of the Trust Fund, the Servicer shall establish
         and maintain one or more accounts (such account or accounts, the
         "Collection Account"), held in trust for the benefit of the Trust
         Administrator, the Trustee, the Certificate Insurer and the
         Certificateholders. On behalf of the Trust Fund, the Servicer shall
         deposit or cause to be deposited in the Collection Account on a daily
         basis and in no event later than two Business Days after receipt, as
         and when received or as otherwise required hereunder, the following
         payments and collections received or made by it on or subsequent to the
         Cut-off Date (other than payments of principal and interest due on the
         Mortgage Loans on or before the Cut-off Date):

                  (i) all payments on account of principal, including Principal
         Prepayments, on the Mortgage Loans;

                  (ii) all payments on account of interest (net of the related
         Servicing Fee) on each Mortgage Loan, other than Simple Interest Excess
         which shall be deposited in the Simple Interest Excess Sub-Account;

                  (iii) all Insurance Proceeds and Liquidation Proceeds (other
         than proceeds



                                      -62-
<PAGE>



         collected in respect of any particular REO Property and amounts paid by
         the Servicer in connection with a purchase of Mortgage Loans and REO
         Properties pursuant to Section 9.01);

                  (iv) any amounts required to be deposited pursuant to Section
         3.12 in connection with any losses realized on Permitted Investments
         with respect to funds held in the Collection Account;

                  (v) any amounts required to be deposited by the Servicer
         pursuant to the second paragraph of Section 3.14(a) in respect of any
         blanket policy deductibles;

                  (vi) any Purchase Price or Substitution Shortfall Amount
         delivered to the Servicer and all proceeds (net of amounts payable or
         reimbursable to the Servicer) of Mortgage Loans purchased in accordance
         with Section 9.01; and

                  (vii) any Prepayment Charges or Servicer Prepayment Charge
         Payment Amounts required to be deposited by the Servicer in connection
         with a breach of its obligations under Section 3.01 with respect to the
         waiver of Prepayment Charges.

                  The foregoing requirements for deposit in the Collection
Accounts shall be exclusive, it being understood and agreed that, without
limiting the generality of the foregoing, payments in the nature of late payment
charges, assumption fees or other similar fees need not be deposited by the
Servicer in the Collection Account. In the event the Servicer shall deposit in
the Collection Account any amount not required to be deposited therein, it may
at any time withdraw such amount from the Collection Account, any provision
herein to the contrary notwithstanding.

                  No later than the Closing Date, the Servicer shall establish
and maintain a sub-account of the Collection Account. The Servicer shall, on
each Determination Date transfer from the Collection Account to the Simple
Interest Excess Sub-Account all Net Simple Interest Excess, if any, and shall
maintain a record of all such deposits. The Servicer shall withdraw amounts on
deposit in the Simple Interest Excess Sub-Account on each Determination Date for
remittance to the Trustee in an amount equal to the lesser of (i) the amount on
deposit therein, and (ii) the Net Simple Interest Shortfall for such
Distribution Date.

                  Amounts on deposit in the Simple Interest Excess Sub-Account
may be invested in Permitted Investments. All income and gain net of any losses
realized from any such balances or investment of funds on deposit in a Simple
Interest Excess Sub-Account shall be for the benefit of the Servicer as
servicing compensation and shall be retained by it. The amount of any losses in
the Simple Interest Excess Sub-Account shall promptly be deposited by the
Servicer in such Simple Interest Excess Sub-Account.

                  (b) 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, the Trust
Fund, the Certificate Insurer and the Certificateholders. On behalf of the Trust
Fund, the Servicer shall deliver to the Trust Administrator in immediately
available funds for deposit in the Distribution Account on or before 3:00 p.m.
New York time (i) on



                                      -63-
<PAGE>



the Servicer Remittance Date, that portion of the Available Distribution Amount
(calculated without regard to the references in clause (2) of the definition
thereof to amounts that may be withdrawn from the Distribution Account) for the
related Distribution Date then on deposit in the Collection Account and the
amount of all Prepayment Charges collected by the Servicer in connection with
the Principal Prepayment of any of the Mortgage Loans (together with any payment
by the Servicer of any Servicer Prepayment Charge Payment Amount in respect of a
Prepayment Charge waived, other than as permitted in Section 3.01) then on
deposit in the Collection Account and the amount of any funds reimbursable to an
Advancing Person pursuant to Section 3.28, and (ii) on each Business Day as of
the commencement of which the balance on deposit in the Collection Account
exceeds $75,000 following any withdrawals pursuant to the next succeeding
sentence, the amount of such excess, but only if the Collection Account
constitutes an Eligible Account solely pursuant to clause (ii) of the definition
of "Eligible Account." If the balance on deposit in the Collection Account
exceeds $75,000 as of the commencement of business on any Business Day and the
Collection Account constitutes an Eligible Account solely pursuant to clause
(ii) of the definition of "Eligible Account," the Servicer shall, on or before
5:00 p.m. New York time on such Business Day, withdraw from the Collection
Account any and all amounts payable or reimbursable to the Depositor, the
Servicer, the Trust Administrator, the Trustee or the Seller pursuant to Section
3.11 and shall pay such amounts to the Persons entitled thereto.

                  (c) Funds in the Collection Account and the Distribution
         Account may be invested in Permitted Investments in accordance with the
         provisions set forth in Section 3.12. The Servicer shall give notice to
         the Trustee, the Certificate Insurer, the Trust Administrator and the
         Depositor of the location of the Collection Account maintained by it
         when established and prior to any change thereof. The Trust
         Administrator shall give notice to the Trustee, the Servicer, the
         Certificate Insurer and the Depositor of the location of the
         Distribution Account when established and prior to any change thereof.

                  (d) Funds held in the Collection Account at any time may be
         delivered by the Servicer in immediately available funds to the Trust
         Administrator for deposit in the Distribution Account. In the event the
         Servicer shall deliver to the Trust Administrator for deposit in the
         Distribution Account any amount not required to be deposited therein,
         it may at any time request that the Trust Administrator withdraw such
         amount from the Distribution Account and remit to it any such amount,
         any provision herein to the contrary notwithstanding. In no event shall
         the Trust Administrator or the Trustee incur liability as a result of
         withdrawals from the Distribution Account at the direction of the
         Servicer in accordance with the immediately preceding sentence. In
         addition, the Servicer shall deliver to the Trust Administrator from
         time to time for deposit in the Distribution Account the amounts set
         forth in clauses (i) through (iv) below:

                  (i) any Advances, as required pursuant to Section 4.03, unless
         such Advances are delivered directly to the Trust Administrator by an
         Advancing Person;

                  (ii) any amounts required to be deposited pursuant to Section
         3.23(d) or 3.23(f) in connection with any REO Property;

                  (iii) any amounts to be paid in connection with a purchase of
         Mortgage Loans and REO Properties pursuant to Section 9.01;



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                  (iv) any amounts required to be deposited pursuant to Section
         3.24 in connection with any Prepayment Interest Shortfalls; and

                  (v) any amounts from the Simple Interest Excess Sub-Account.

                  SECTION 3.11. Withdrawals from the Collection Account and
                                Distribution Account.

                  (a) The Servicer shall, from time to time, make withdrawals
from the Collection Account for any of the following purposes or as described in
Section 4.03:

                  (i) to remit to the Trust Administrator for deposit in the
         Distribution Account the amounts required to be so remitted pursuant to
         Section 3.10(b) or permitted to be so remitted pursuant to the first
         sentence of Section 3.10(d);

                  (ii) subject to Section 3.16(d), to reimburse the Servicer for
         Advances, but only to the extent of amounts received which represent
         Late Collections (net of the related Servicing Fees) of Monthly
         Payments on Mortgage Loans with respect to which such Advances were
         made in accordance with the provisions of Section 4.03;

                  (iii) subject to Section 3.16(d), to pay the Servicer any
         unpaid Servicing Fees and reimburse the Servicer any unreimbursed
         Servicing Advances with respect to each Mortgage Loan, but only to the
         extent of any Liquidation Proceeds and Insurance Proceeds received with
         respect to such Mortgage Loan;

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

                  (v) to pay to the Servicer or the Seller, as the case may be,
         with respect to each Mortgage Loan that has previously been purchased
         or replaced pursuant to Section 2.03 or Section 3.16(c) all amounts
         received thereon not included in the Purchase Price or the Substitution
         Shortfall Amount;

                  (vi) to reimburse the Servicer for any Advance or Servicing
         Advance previously made which the Servicer has determined to be a
         Nonrecoverable Advance or a Nonrecoverable Servicing Advance in
         accordance with the provisions of Section 4.03;

                  (vii) to reimburse the Servicer or the Depositor for expenses
         incurred by or reimbursable to the Servicer or the Depositor, as the
         case may be, pursuant to Section 3.01 or Section 6.03;

                  (viii) to reimburse the Servicer, the Trust Administrator or
         the Trustee, as the case may be, for expenses reasonably incurred in
         respect of the breach or defect giving rise to the purchase obligation
         under Section 2.03 of this Agreement that were included in the Purchase
         Price of the Mortgage Loan, including any expenses arising out of the
         enforcement of the



                                      -65-
<PAGE>



         purchase obligation;

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

                  (x) to deposit to the Simple Interest Excess Sub-Account any
         amount required to be deposited therein;

                  (xi) to withdraw from the Collection Account and release from
         the Trust Fund the amount of any Prepayment Interest Excess; and

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

                  The Servicer shall keep and maintain separate accounting, on a
Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any
withdrawal from the Collection Account, to the extent held by or on behalf of
it, pursuant to subclauses (ii), (iii), (v), (vi), (viii) and (ix) above. The
Servicer shall provide written notification to the Trust Administrator on or
prior to the next succeeding Servicer Remittance Date, upon making any
withdrawals from the Collection Account pursuant to subclauses (vi) and (vii)
above.

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

                  (i) to make distributions to Certificateholders and the
         Certificate Insurer in accordance with Section 4.01;

                  (ii) to pay to the Trust Administrator or to the Trustee
         amounts to which the Trust Administrator or the Trustee, as the case
         may be, is entitled pursuant to Section 8.05 and, without duplication,
         any Extraordinary Trust Fund Expenses;

                  (iii) to reimburse itself pursuant to Section 7.02;

                  (v) to pay to an Advancing Person reimbursements for Advances
         and/or Servicing Advances pursuant to Section 3.28;

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

                  (vii) to pay the Credit Risk Manager the Credit Risk Manager
         Fee pursuant to Section 4.01;

                  (viii) to pay the Extra Servicing Fee on each Distribution
         Date from the Distribution Account into the Extra Servicing Fee Reserve
         Account pursuant to Section 3.29; and

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

                  SECTION 3.12. Investment of Funds in the Investment Accounts.



                                      -66-
<PAGE>



                  (a) The Servicer may direct any depository institution
maintaining the Collection Account and the Extra Servicing Fee Reserve Account
(for purposes of this Section 3.12, an "Investment Account"), and the Trust
Administrator shall direct any depository institution maintaining the
Distribution Account (for purposes of this Section 3.12, also an "Investment
Account"), to invest the funds in such Investment Account in one or more
Permitted Investments specified in such instruction bearing interest or sold at
a discount, and maturing, unless payable on demand, (i) no later than the
Business Day immediately preceding the date on which such funds are required to
be withdrawn from such account pursuant to this Agreement, if a Person other
than the Trust Administrator is the obligor thereon and if neither the Trust
Administrator nor its Affiliates manages or advises such investments, 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 the Trust Administrator or its Affiliates manages or
advises such investments. All such Permitted Investments shall be held to
maturity, unless payable on demand. Any investment of funds in an Investment
Account shall be made in the name of the Trust Administrator (in its capacity as
such) on behalf of the Trustee, the Certificate Insurer and the
Certificateholders or in the name of a nominee of the Trust Administrator on
behalf of the Trustee, the Certificate Insurer and the Certificateholders. The
Trust Administrator on behalf of the Trustee, the Certificate Insurer and the
Certificateholders shall be entitled to sole possession (except with respect to
investment direction of funds held in the Collection Account and the Extra
Servicing Fee Reserve Account and any income and gain realized thereon) over
each such investment, and any certificate or other instrument evidencing any
such investment shall be delivered directly to the Trust Administrator or its
agent, together with any document of transfer necessary to transfer title to
such investment to the Trust Administrator or its nominee. In the event amounts
on deposit in an Investment Account are at any time invested in a Permitted
Investment payable on demand, the Trust Administrator shall:

                  (x) consistent with any notice required to be given
         thereunder, demand that payment thereon be made on the last day such
         Permitted Investment may otherwise mature hereunder in an amount equal
         to the lesser of (1) all amounts then payable thereunder and (2) the
         amount required to be withdrawn on such date; and

                  (y) demand payment of all amounts due thereunder promptly upon
         determination by a Responsible Officer of the Trust Administrator that
         such Permitted Investment would not constitute a Permitted Investment
         in respect of funds thereafter on deposit in the Investment Account.

                  (b) All income and gain realized from the investment of funds
deposited in the Collection Account held by or on behalf of the Servicer or the
Trust Administrator shall be for the benefit of the Servicer and shall be
subject to withdrawal by the Servicer in accordance with Section 3.11. All
income and gain realized from the investment of funds deposited in the Extra
Servicing Fee Reserve Account held by the Trust Administrator shall be for the
benefit of the Servicer and shall be subject to withdrawal by the Trust
Administrator in accordance with Section 3.29. The Servicer shall deposit in the
Collection Account or shall remit to the Trust Administrator for deposit into
the Extra Servicing Fee Reserve Account the amount of any loss incurred in
respect of any such Permitted Investment made with funds in such account
immediately upon realization of such loss. All income and gain realized from the
investment of funds deposited in the Distribution Account



                                      -67-
<PAGE>



held by or on behalf of the Trust Administrator, shall be for the benefit of the
Trust Administrator and shall be subject to its withdrawal at any time. The
Trust Administrator shall remit to the Distribution Account the amount of any
loss incurred in respect of any such Permitted Investment made with funds in
such account immediately upon realization of such loss.

                  (c) Except as otherwise expressly provided in this Agreement,
if any default occurs in the making of a payment due under any Permitted
Investment, or if a default occurs in any other performance required under any
Permitted Investment, the Trust Administrator may and, subject to Section 8.01
and Section 8.02(v), shall, at the written direction of the Servicer, take such
action as may be appropriate to enforce such payment or performance, including
the institution and prosecution of appropriate proceedings.

                  SECTION 3.13. [Reserved].

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

                  (a) The terms of each Mortgage Note require the related
Mortgagor to maintain fire, flood and hazard insurance policies. To the extent
such policies are not maintained, the Servicer shall cause to be maintained for
each Mortgaged Property fire and hazard insurance with extended coverage as is
customary in the area where the Mortgaged Property is located in an amount which
is at least equal to the lesser of the current principal balance of such
Mortgage Loan and the amount necessary to fully compensate for any damage or
loss to the improvements which are a part of such property on a replacement cost
basis, in each case in an amount not less than such amount as is necessary to
avoid the application of any coinsurance clause contained in the related hazard
insurance policy. The Servicer shall also cause to be maintained fire and hazard
insurance on each REO Property with extended coverage as is customary in the
area where the Mortgaged Property is located in an amount which is at least
equal to the lesser of (i) the maximum insurable value of the improvements which
are a part of such property and (ii) the outstanding principal balance of the
related Mortgage Loan at the time it became an REO Property. The Servicer will
comply in the performance of this Agreement with all reasonable rules and
requirements of each insurer under any such hazard policies. Any amounts to be
collected by the Servicer under any such policies (other than amounts to be
applied to the restoration or repair of the property subject to the related
Mortgage or amounts to be released to the Mortgagor in accordance with the
procedures that the Servicer would follow in servicing loans held for its own
account, subject to the terms and conditions of the related Mortgage and
Mortgage Note) shall be deposited in the Collection Account, subject to
withdrawal pursuant to Section 3.11, if received in respect of a Mortgage Loan,
or in the REO Account, subject to withdrawal pursuant to Section 3.23, if
received in respect of an REO Property. Any cost incurred by the Servicer in
maintaining any such insurance shall not, for the purpose of calculating
distributions to Certificateholders, be added to the unpaid principal balance of
the related Mortgage Loan, notwithstanding that the terms of such Mortgage Loan
so permit. It is understood and agreed that no earthquake or other additional
insurance is to be required of any Mortgagor other than pursuant to such
applicable laws and regulations as shall at any time be in force and as shall
require such additional insurance. If the Mortgaged Property or REO Property is
at any time in an area identified in the Federal Register by the Federal
Emergency Management Agency as having special flood hazards, the Servicer will
cause to be maintained a flood insurance policy in respect thereof.



                                      -68-
<PAGE>



Such flood insurance shall be in an amount equal to the lesser of (i) the unpaid
principal balance of the related Mortgage Loan and (ii) the maximum amount of
such insurance available for the related Mortgaged Property under the national
flood insurance program (assuming that the area in which such Mortgaged Property
is located is participating in such program).

                  In the event that the Servicer shall obtain and maintain a
blanket policy with an insurer having a General Policy Rating of B:VI or better
in Best's Key Rating Guide insuring against hazard losses on all of the Mortgage
Loans, it shall conclusively be deemed to have satisfied its obligations as set
forth in the first two sentences of this Section 3.14, it being understood and
agreed that such policy may contain a deductible clause, in which case the
Servicer shall, in the event that there shall not have been maintained on the
related Mortgaged Property or REO Property a policy complying with the first two
sentences of this Section 3.14, and there shall have been one or more losses
which would have been covered by such policy, deposit to the Collection Account
from its own funds the amount not otherwise payable under the blanket policy
because of such deductible clause. In connection with its activities as
administrator and servicer of the Mortgage Loans, the Servicer agrees to prepare
and present, on behalf of itself, the Trustee, the Trust Fund and the
Certificateholders, claims under any such blanket policy in a timely fashion in
accordance with the terms of such policy.

                  (b) The Servicer shall keep in force during the term of this
Agreement a policy or policies of insurance covering errors and omissions for
failure in the performance of its respective obligations under this Agreement,
which policy or policies shall be in such form and amount that would meet the
requirements of Fannie Mae or Freddie Mac if it were the purchaser of the
Mortgage Loans, unless the Servicer, has obtained a waiver of such requirements
from Fannie Mae or Freddie Mac. The Servicer shall each also maintain a fidelity
bond in the form and amount that would meet the requirements of Fannie Mae or
Freddie Mac, unless the Servicer, has obtained a waiver of such requirements
from Fannie Mae or Freddie Mac. The Servicer shall be deemed to have complied
with this provision if an Affiliate of the Servicer, has such errors and
omissions and fidelity bond coverage and, by the terms of such insurance policy
or fidelity bond, the coverage afforded thereunder extends to the Servicer. Any
such errors and omissions policy and fidelity bond shall by its terms not be
cancelable without thirty days' prior written notice to the Trustee and the
Trust Administrator.

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

                  The Servicer will, to the extent it has knowledge of any
conveyance or prospective conveyance of any Mortgaged Property by any Mortgagor
(whether by absolute conveyance or by contract of sale, and whether or not the
Mortgagor remains or is to remain liable under the Mortgage Note and/or the
Mortgage), exercise its rights to accelerate the maturity of such Mortgage Loan
under the "due-on-sale" clause, if any, applicable thereto; provided, however,
that the Servicer shall not exercise any such rights if prohibited by law from
doing so. If the Servicer reasonably believes it is unable under applicable law
to enforce such "due-on-sale" clause, or if any of the other conditions set
forth in the proviso to the preceding sentence apply, the Servicer will enter
into an assumption and modification agreement from or with the person to whom
such property has been conveyed or is proposed to be conveyed, pursuant to which
such person becomes liable under the



                                      -69-
<PAGE>



Mortgage Note and, to the extent permitted by applicable state law, the
Mortgagor remains liable thereon. The Servicer is also authorized to enter into
a substitution of liability agreement with such person, pursuant to which the
original Mortgagor is released from liability and such person is substituted as
the Mortgagor and becomes liable under the Mortgage Note, provided that no such
substitution shall be effective unless such person satisfies the then current
underwriting criteria of the Servicer for mortgage loans similar to the Mortgage
Loans. In connection with any assumption or substitution, the Servicer shall
apply such underwriting standards and follow such practices and procedures as
shall be normal and usual in its general mortgage servicing activities and as it
applies to other mortgage loans owned solely by it. The Servicer shall not take
or enter into any assumption and modification agreement, however, unless (to the
extent practicable in the circumstances) it shall have received confirmation, in
writing, of the continued effectiveness of any applicable hazard insurance
policy. Any fee collected by the Servicer in respect of an assumption or
substitution of liability agreement will be retained by the Servicer as
additional servicing compensation. In connection with any such assumption, no
material term of the Mortgage Note (including but not limited to the related
Mortgage Rate and the amount of the Monthly Payment) may be amended or modified,
except as otherwise required pursuant to the terms thereof. The Servicer shall
notify the Trustee and the Trust Administrator that any such substitution or
assumption agreement has been completed by forwarding to the Trust Administrator
on behalf of the Trustee the executed original of such substitution or
assumption agreement, which document shall be added to the related Mortgage File
and shall, for all purposes, be considered a part of such Mortgage File to the
same extent as all other documents and instruments constituting a part thereof.

                  Notwithstanding the foregoing paragraph or any other provision
of this Agreement, the Servicer shall not be deemed to be in default, breach or
any other violation of its obligations hereunder by reason of any assumption of
a Mortgage Loan by operation of law or by the terms of the Mortgage Note or any
assumption which the Servicer may be restricted by law from preventing, for any
reason whatever. For purposes of this Section 3.15, the term "assumption" is
deemed to also include a sale (of the Mortgaged Property) subject to the
Mortgage that is not accompanied by an assumption or substitution of liability
agreement.

                  SECTION 3.16. Realization Upon Defaulted Mortgage Loans.

                  (a) The Servicer shall use its best efforts, consistent with
Accepted Servicing Practices, to foreclose upon or otherwise comparably convert
the ownership of properties securing such of the Mortgage Loans as come into and
continue in default and as to which no satisfactory arrangements can be made for
collection of delinquent payments pursuant to Section 3.07. The Servicer shall
be responsible for all costs and expenses incurred by it in any such
proceedings; provided, however, that such costs and expenses will be recoverable
as Servicing Advances by the Servicer as contemplated in Sections 3.11 and 3.23.
The foregoing is subject to the provision that, in any case in which a Mortgaged
Property shall have suffered damage from an Uninsured Cause, the Servicer shall
not be required to expend its own funds toward the restoration of such property
unless it shall determine in its discretion that such restoration will increase
the proceeds of liquidation of the related Mortgage Loan after reimbursement to
itself for such expenses.

                  (b) Notwithstanding the foregoing provisions of this Section
3.16 or any other provision of this Agreement, with respect to any Mortgage Loan
as to which the Servicer has



                                      -70-
<PAGE>



received actual notice of, or has actual knowledge of, the presence of any toxic
or hazardous substance on the related Mortgaged Property, the Servicer shall
not, on behalf of the Trust Fund, either (i) obtain title to such Mortgaged
Property as a result of or in lieu of foreclosure or otherwise, or (ii)
otherwise acquire possession of, or take any other action with respect to, such
Mortgaged Property, if, as a result of any such action, the Trust Fund, the
Trust Administrator, the Trustee or the Certificateholders would be considered
to hold title to, to be a "mortgagee-in-possession" of, or to be an "owner" or
"operator" of such Mortgaged Property within the meaning of the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended from
time to time, or any comparable law, unless the Servicer has also previously
determined, based on its reasonable judgment and a prudent report prepared by an
Independent Person who regularly conducts environmental audits using customary
industry standards, that:

                  (1) such Mortgaged Property is in compliance with applicable
         environmental laws or, if not, that it would be in the best economic
         interest of the Trust Fund to take such actions as are necessary to
         bring the Mortgaged Property into compliance therewith; and

                  (2) there are no circumstances present at such Mortgaged
         Property relating to the use, management or disposal of any hazardous
         substances, hazardous materials, hazardous wastes or petroleum-based
         materials for which investigation, testing, monitoring, containment,
         clean-up or remediation could be required under any federal, state or
         local law or regulation, or that if any such materials are present for
         which such action could be required, that it would be in the best
         economic interest of the Trust Fund to take such actions with respect
         to the affected Mortgaged Property.

                  The cost of the environmental audit report contemplated by
this Section 3.16 shall be advanced by the Servicer, subject to the Servicer's
right to be reimbursed therefor from the Collection Account as provided in
Section 3.11(a)(ix), such right of reimbursement being prior to the rights of
Certificateholders to receive any amount in the Collection Account received in
respect of the affected Mortgage Loan or other Mortgage Loans.

                  If the Servicer determines, as described above, that it is in
the best economic interest of the Trust Fund to take such actions as are
necessary to bring any such Mortgaged Property into compliance with applicable
environmental laws, or to take such action with respect to the containment,
clean-up or remediation of hazardous substances, hazardous materials, hazardous
wastes, or petroleum-based materials affecting any such Mortgaged Property, then
the Servicer shall take such action as it deems to be in the best economic
interest of the Trust Fund. The cost of any such compliance, containment,
cleanup or remediation shall be advanced by the Servicer, subject to the
Servicer's right to be reimbursed therefor from the Collection Account as
provided in Sections 3.11(a)(iii) or 3.11(a)(ix), such right of reimbursement
being prior to the rights of Certificateholders to receive any amount in the
Collection Account received in respect of the affected Mortgage Loan or other
Mortgage Loans.

                  (c) The Servicer shall have the right to purchase from REMIC I
any defaulted Mortgage Loan that is 90 days or more delinquent, which the
Servicer determines in good faith will otherwise become subject to foreclosure
proceedings (evidence of such determination to be delivered in writing to the
Trustee and the Trust Administrator, in form and substance satisfactory to the



                                      -71-
<PAGE>



Trustee and the Trust Administrator prior to purchase), at a price equal to the
Purchase Price. The Purchase Price for any Mortgage Loan purchased hereunder
shall be deposited in the Collection Account, and the Trust Administrator, upon
receipt of written certification from the Servicer of such deposit, shall
release or cause to be released to the Servicer the related Mortgage File and
the Trustee, upon receipt of written certification from the Servicer of such
deposit, shall execute and deliver such instruments of transfer or assignment,
in each case without recourse, as the Servicer shall furnish and as shall be
necessary to vest in the Servicer title to any Mortgage Loan released pursuant
hereto.

                  (d) Proceeds received in connection with any Final Recovery
Determination, as well as any recovery resulting from a partial collection of
Insurance Proceeds or Liquidation Proceeds, in respect of any Mortgage Loan,
will be applied in the following order of priority: first, to reimburse the
Servicer for any related unreimbursed Servicing Advances and Advances, pursuant
to Section 3.11(a)(ii) or (a)(iii); second, to accrued and unpaid interest on
the Mortgage Loan, to the date of the Final Recovery Determination, or to the
Due Date prior to the Distribution Date on which such amounts are to be
distributed if not in connection with a Final Recovery Determination; and third,
as a recovery of principal of the Mortgage Loan. If the amount of the recovery
so allocated to interest is less than the full amount of accrued and unpaid
interest due on such Mortgage Loan, the amount of such recovery will be
allocated by the Servicer as follows: first, to unpaid Servicing Fees; and
second, to the balance of the interest then due and owing. The portion of the
recovery so allocated to unpaid Servicing Fees shall be reimbursed to the
Servicer pursuant to Section 3.11(a)(iii). The portion of the recovery allocated
to interest (net of unpaid Servicing Fees) and the portion of the recovery
allocated to principal of the Mortgage Loan shall be applied as follows: first,
to reimburse the Servicer for any related unreimbursed Advances in accordance
with Section 3.11(a)(ii) and any other amounts reimbursable to the Servicer
pursuant to Section 3.11, and second, as part of the amounts to be transferred
to the Distribution Account in accordance with Section 3.10(b).

                  SECTION 3.17. Trustee and Trust Administrator to Cooperate;
                                Release of Mortgage Files.

                  Upon the payment in full of any Mortgage Loan, or the receipt
by the Servicer of a notification that payment in full shall be escrowed in a
manner customary for such purposes, the Servicer will notify the Trustee and the
Trust Administrator by a certification in the form of Exhibit E (which
certification shall include a statement to the effect that all amounts received
or to be received in connection with such payment which are required to be
deposited in the Collection Account pursuant to Section 3.10 have been or will
be so deposited) of a Servicing Officer and shall request delivery to it of the
Mortgage File. Upon receipt of such certification and request, the Trust
Administrator shall promptly release the related Mortgage File to the Servicer
and the Servicer is authorized to cause the removal from the registration on the
MERS(R) System of any such Mortgage, if applicable, and to execute and deliver,
on behalf of the Trustee and the Certificateholders or any of them, any and all
instruments of satisfaction or cancellation or of partial or full release. No
expenses incurred in connection with any instrument of satisfaction or deed of
reconveyance shall be chargeable to the Collection Account or the Distribution
Account.

                  From time to time and as appropriate for the servicing or
foreclosure of any Mortgage



                                      -72-
<PAGE>



Loan, including, for this purpose, collection under any insurance policy
relating to the Mortgage Loans, the Trust Administrator shall, upon request of
the Servicer and delivery to the Trust Administrator of a Request for Release in
the form of Exhibit E, release the related Mortgage File to the Servicer, and
the Trustee or the Servicer as attorney-in-fact of the Trustee shall, at the
direction of the Servicer, execute such documents as shall be necessary to the
prosecution of any such proceedings. Such Request for Release shall obligate the
Servicer to return each and every document previously requested from the
Mortgage File to the Trust Administrator when the need therefor by the Servicer
no longer exists, unless the Mortgage Loan has been liquidated and the
Liquidation Proceeds relating to the Mortgage Loan have been deposited in the
Collection Account or the Mortgage File or such document has been delivered to
an attorney, or to a public trustee or other public official as required by law,
for purposes of initiating or pursuing legal action or other proceedings for the
foreclosure of the Mortgaged Property either judicially or non-judicially, and
the Servicer has delivered to the Trust Administrator a certificate of a
Servicing Officer certifying as to the name and address of the Person to which
such Mortgage File or such document was delivered and the purpose or purposes of
such delivery. Upon receipt of a certificate of a Servicing Officer stating that
such Mortgage Loan was liquidated and that all amounts received or to be
received in connection with such liquidation that are required to be deposited
into the Collection Account have been so deposited, or that such Mortgage Loan
has become an REO Property, a copy of the Request for Release shall be released
by the Trust Administrator to the Servicer.

                  Upon written certification of a Servicing Officer, the Trustee
shall execute and deliver to the Servicer, any court pleadings, requests for
trustee's sale or other documents necessary to the foreclosure or trustee's sale
in respect of a Mortgaged Property or to any legal action brought to obtain
judgment against any Mortgagor on the Mortgage Note or Mortgage or to obtain a
deficiency judgment, or to enforce any other remedies or rights provided by the
Mortgage Note or Mortgage or otherwise available at law or in equity. Each such
certification shall include a request that such pleadings or documents be
executed by the Trustee and a statement as to the reason such documents or
pleadings are required and that the execution and delivery thereof by the
Trustee will not invalidate or otherwise affect the lien of the Mortgage, except
for the termination of such a lien upon completion of the foreclosure or
trustee's sale. So long as no Servicer Event of Default shall have occurred and
be continuing, the Servicer shall have the right to execute any and all such
court pleadings, requests and other documents as attorney-in-fact for, and on
behalf of the Trustee.

                  SECTION 3.18. Servicing Compensation.

                  As compensation for the activities of the Servicer, hereunder,
the Servicer shall be entitled to the Servicing Fee with respect to each
Mortgage Loan payable solely from payments of interest in respect of such
Mortgage Loan, subject to Section 3.24. In addition, the Servicer shall be
entitled to recover unpaid Servicing Fees out of Insurance Proceeds or
Liquidation Proceeds to the extent permitted by Section 3.11(a)(iii) and out of
amounts derived from the operation and sale of an REO Property to the extent
permitted by Section 3.23. Except as set forth in Section 6.04 hereof, the right
to receive the Servicing Fee may not be transferred in whole or in part except
in connection with the transfer of all of the Servicer's responsibilities and
obligations under this Agreement to the extent permitted herein.

                  Additional servicing compensation in the form of assumption
fees, late payment



                                      -73-
<PAGE>



charges, customary real estate referral fees and other miscellaneous fees (other
than Prepayment Charges) shall be retained by the Servicer only to the extent
such fees or charges are received by the Servicer. The Servicer shall also be
entitled pursuant to Section 3.11(a)(iv) to withdraw from the Collection Account
and pursuant to Section 3.23(b) to withdraw from any REO Account, as additional
servicing compensation, interest or other income earned on deposits therein,
subject to Section 3.12. The Servicer shall be required to pay all expenses
incurred by it in connection with its servicing activities hereunder and shall
not be entitled to reimbursement therefor except as specifically provided
herein.

                  SECTION 3.19. Reports to the Trustee and the Trust
                                Administrator; Collection Account Statements.

                  Not later than fifteen days after each Distribution Date, the
Servicer shall forward to the Certificate Insurer, upon the request of the
Certificate Insurer, and to the Trust Administrator, upon the request of the
Trust Administrator, a statement prepared by the institution at which the
Collection Account is maintained setting forth the status of the Collection
Account as of the close of business on such Distribution Date and showing, for
the period covered by such statement, the aggregate amount of deposits into and
withdrawals from the Collection Account of each category of deposit specified in
Section 3.10(a) and each category of withdrawal specified in Section 3.11.
Copies of such statement shall be provided by the Trust Administrator to any
Certificateholder and to any Person identified to the Trust Administrator as a
prospective transferee of a Certificate, upon request at the expense of the
requesting party, provided that the Servicer shall not have failed to forward
such statement to the Trust Administrator after request made by the Trust
Administrator to the Servicer. In the event any Certificateholder or any Person
identified to the Trust Administrator as a prospective transferee of a
Certificate shall have requested such statement and shall have made provision
for payment of the expense of the Trust Administrator in providing such
statement, the Trust Administrator shall promptly request such statement from
the Servicer.

                  SECTION 3.20. Statement as to Compliance.

                  Not later than March 15th of each calendar year commencing in
2004, the Servicer will deliver to the Trust Administrator an Officers'
Certificate (upon which the Trust Administrator can conclusively rely in
connection with its obligations under Section 4.06) stating, as to each
signatory thereof, that (i) a review of the activities of the Servicer during
the preceding calendar year and of performance under this Agreement has been
made under such officers' supervision and (ii) to the best of such officer's
knowledge, based on such review, the Servicer has fulfilled all of its
obligations under this Agreement throughout such year, or, if there has been a
default in the fulfillment of any such obligation, specifying each such default
known to such officer and the nature and status thereof. Copies of any such
statement shall be provided by the Trust Administrator (A) to any
Certificateholder and to any Person identified to the Trustee as a prospective
transferee of a Certificate, upon request at the expense of the requesting
party, and (B) to the Depositor, the Trustee, the Certificate Insurer and each
Rating Agency, in the case of (A) or (B) provided such statement is delivered by
the Servicer to the Trust Administrator.

                  SECTION 3.21. Independent Public Accountants' Servicing
                                Report.




                                      -74-
<PAGE>



                  Not later than March 15th of each calendar year commencing in
2004, the Servicer, at its expense, shall cause a nationally recognized firm of
independent certified public accountants to furnish to the Servicer a report
stating that (i) it has obtained a letter of representation regarding certain
matters from the management of the Servicer which includes an assertion that the
Servicer has complied with certain minimum residential mortgage loan servicing
standards, identified in the Uniform Single Attestation Program for Mortgage
Bankers established by the Mortgage Bankers Association of America, with respect
to the servicing of residential mortgage loans during the most recently
completed calendar year and (ii) on the basis of an examination conducted by
such firm in accordance with standards established by the American Institute of
Certified Public Accountants, such representation is fairly stated in all
material respects, subject to such exceptions and other qualifications that may
be appropriate. Immediately upon receipt of such report, the Servicer shall
furnish a copy of such report to the Trust Administrator. Copies of any such
statement shall be provided by the Trust Administrator (A) to any
Certificateholder and to any Person identified to the Trustee as a prospective
transferee of a Certificate, upon request at the expense of the requesting
party, and (B) to the Depositor, the Trustee, the Certificate Insurer and each
Rating Agency, in the case of (A) or (B) provided such statement is delivered by
the Servicer to the Trust Administrator.

                  SECTION 3.22. Access to Certain Documentation.

                  The Servicer shall provide to the Office of Thrift
Supervision, the FDIC, and any other federal or state banking or insurance
regulatory authority that may exercise authority over any Certificateholder or
Certificate Owner, access to the documentation regarding the Mortgage Loans
required by applicable laws and regulations. Such access shall be afforded
without charge, but only upon reasonable request and during normal business
hours at the offices of the Servicer designated by it. In addition, access to
the documentation regarding the Mortgage Loans will be provided to any
Certificateholder or Certificate Owner, the Trustee, the Certificate Insurer and
to any Person identified to the Servicer, as a prospective transferee of a
Certificate, upon reasonable request during normal business hours at the offices
of the Servicer designated by it at the expense of the Person requesting such
access.

                  SECTION 3.23. Title, Management and Disposition of REO
                                Property.

                  (a) The deed or certificate of sale of any REO Property shall
be taken in the name of the Trustee, or its nominee, on behalf of the Trust Fund
and for the benefit of the Certificateholders. The Servicer, on behalf of REMIC
I, shall either sell any REO Property by the close of the third calendar year
following the calendar year in which REMIC I acquires ownership of such REO
Property for purposes of Section 860(a)(8) of the Code or request from the
Internal Revenue Service, no later than 60 days before the day on which the
three-year grace period would otherwise expire an extension of the three-year
grace period, unless the Servicer shall have delivered to the Trustee, the
Certificate Insurer and the Trust Administrator an Opinion of Counsel, addressed
to the Trustee, the Trust Administrator, the Certificate Insurer and the
Depositor, to the effect that the holding by REMIC I of such REO Property
subsequent to three years after its acquisition will not result in the
imposition on any Trust REMIC created hereunder of taxes on "prohibited
transactions" thereof, as defined in Section 860F of the Code, or cause any
Trust REMIC hereunder to fail to qualify as a REMIC under Federal law at any
time that any Certificates are outstanding. The Servicer shall manage, conserve,
protect and operate each REO Property for the Certificateholders



                                      -75-
<PAGE>



solely for the purpose of its prompt disposition and sale in a manner which does
not cause such REO Property to fail to qualify as "foreclosure property" within
the meaning of Section 860G(a)(8) of the Code or result in the receipt by any
Trust REMIC created hereunder of any "income from non- permitted assets" within
the meaning of Section 860F(a)(2)(B) of the Code, or any "net income from
foreclosure property" which is subject to taxation under the REMIC Provisions.

                  (b) The Servicer shall segregate and hold all funds collected
and received in connection with the operation of any REO Property separate and
apart from its own funds and general assets and shall establish and maintain
with respect to REO Properties an account held in trust for the Trustee, on
behalf of the Trust Fund and for the benefit of the Certificateholders (the "REO
Account"), which shall be an Eligible Account. The Servicer shall be permitted
to allow the Collection Account to serve as the REO Account, subject to separate
ledgers for each REO Property. The Servicer shall be entitled to retain or
withdraw any interest income paid on funds deposited in the REO Account.

                  (c) The Servicer shall have full power and authority, subject
only to the specific requirements and prohibitions of this Agreement, to do any
and all things in connection with any REO Property as are consistent with the
manner in which the Servicer manages and operates similar property owned by the
Servicer or any of its Affiliates, all on such terms and for such period as the
Servicer deems to be in the best interests of Certificateholders and the
Certificate Insurer. In connection therewith, the Servicer shall deposit, or
cause to be deposited, on a daily basis in the REO Account all revenues received
by it with respect to an REO Property and shall withdraw therefrom funds
necessary for the proper operation, management and maintenance of such REO
Property including, without limitation:

                  (i) all insurance premiums due and payable in respect of such
         REO Property;

                  (ii) all real estate taxes and assessments in respect of such
         REO Property that may result in the imposition of a lien thereon; and

                  (iii) all costs and expenses necessary to maintain such REO
         Property.

                  To the extent that amounts on deposit in the REO Account with
respect to an REO Property are insufficient for the purposes set forth in
clauses (i) through (iii) above with respect to such REO Property, the Servicer
shall advance from its own funds such amount as is necessary for such purposes
if, but only if, the Servicer would make such advances if the Servicer owned the
REO Property and if in the Servicer's judgment, the payment of such amounts will
be recoverable from the rental or sale of the REO Property.

                  Subject to compliance with applicable laws and regulations as
shall at any time be in force, and notwithstanding the foregoing, the Servicer
shall not:

                  (i) permit 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;




                                      -76-
<PAGE>



                  (ii) permit any amount to be received or accrued under any New
         Lease other than amounts that will constitute Rents from Real Property;

                  (iii) authorize or permit 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) allow any Person to Directly Operate any REO Property on
         any date more than 90 days after its date of acquisition by the Trust
         Fund;

unless, in any such case, the Servicer has obtained an Opinion of Counsel,
addressed to the Servicer, the Trust Administrator, the Certificate Insurer and
the Trustee, to the effect that such action will not cause such REO Property to
fail to qualify as "foreclosure property" within the meaning of Section
860G(a)(8) of the Code at any time that it is held by REMIC I, in which case the
Servicer may take such actions as are specified in such Opinion of Counsel.

                  The Servicer may contract with any Independent Contractor for
the operation and management of any REO Property, provided that:

                  (i) the terms and conditions of any such contract shall not be
         inconsistent herewith;

                  (ii) any such contract shall require, or shall be administered
         to require, that the Independent Contractor pay all costs and expenses
         incurred in connection with the operation and management of such REO
         Property, including those listed above and remit all related revenues
         (net of such costs and expenses) to the Servicer as soon as
         practicable, but in no event later than thirty days following the
         receipt thereof by such Independent Contractor;

                  (iii) none of the provisions of this Section 3.23(c) relating
         to any such contract or to actions taken through any such Independent
         Contractor shall be deemed to relieve the Servicer of any of its duties
         and obligations to the Trustee or the Trust Administrator on behalf of
         the Trust Fund and for the benefit of the Certificateholders with
         respect to the operation and management of any such REO Property; and

                  (iv) the Servicer shall be obligated with respect thereto to
         the same extent as if it alone were performing all duties and
         obligations in connection with the operation and management of such REO
         Property.

                  The Servicer shall be entitled to enter into any agreement
with any Independent Contractor performing services for it related to its duties
and obligations hereunder for indemnification of the Servicer by such
Independent Contractor, and nothing in this Agreement shall be deemed to limit
or modify such indemnification. The Servicer shall be solely liable for all fees
owed by it to any such Independent Contractor, irrespective of whether the
Servicer's compensation pursuant to Section 3.18 is sufficient to pay such fees.



                                      -77-
<PAGE>



                  (d) In addition to the withdrawals permitted under Section
3.23(c), the Servicer may from time to time make withdrawals from the REO
Account for any REO Property: (i) to pay itself unpaid Servicing Fees in respect
of the related Mortgage Loan; and (ii) to reimburse itself or any Sub-Servicer
for unreimbursed Servicing Advances and Advances made in respect of such REO
Property or the related Mortgage Loan. On the Servicer Remittance Date, the
Servicer shall withdraw from each REO Account maintained by it and deposit into
the Distribution Account in accordance with Section 3.10(d)(ii), for
distribution on the related Distribution Date in accordance with Section 4.01,
the income from the related REO Property received during the prior Prepayment
Period, net of any withdrawals made pursuant to Section 3.23(c) or this Section
3.23(d).

                  (e) Subject to the time constraints set forth in Section
3.23(a), each REO Disposition shall be carried out by the Servicer at such price
and upon such terms and conditions as the Servicer shall deem necessary or
advisable, as shall be normal and usual in its Accepted Servicing Practices.

                  (f) The proceeds from the REO Disposition, net of any amount
required by law to be remitted to the Mortgagor under the related Mortgage Loan
and net of any payment or reimbursement to the Servicer as provided above, shall
be deposited in the Distribution Account in accordance with Section 3.10(d)(ii)
on the Servicer Remittance Date in the month following the receipt thereof for
distribution on the related Distribution Date in accordance with Section 4.01.
Any REO Disposition shall be for cash only (unless changes in the REMIC
Provisions made subsequent to the Startup Day allow a sale for other
consideration).

                  (g) The Servicer shall file information returns (and shall
provide a certification of a Servicing Officer to the Trustee and the Trust
Administrator that such filings have been made) with respect to the receipt of
mortgage interest received in a trade or business, reports of foreclosures and
abandonments of any Mortgaged Property and cancellation of indebtedness income
with respect to any Mortgaged Property as required by Sections 6050H, 6050J and
6050P of the Code, respectively. Such reports shall be in form and substance
sufficient to meet the reporting requirements imposed by such Sections 6050H,
6050J and 6050P of the Code.

                  SECTION 3.24. Obligations of the Servicer in Respect of
                                Prepayment Interest Shortfalls.

                  The Servicer shall deliver to the Trust Administrator for
deposit into the Distribution Account on or before 5:00 p.m. New York time on
the Servicer Remittance Date from its own funds an amount equal to the lesser of
(i) the aggregate of the Prepayment Interest Shortfalls attributable to
prepayments in full for the related Distribution Date resulting solely from
Principal Prepayments received by the Servicer during the related Prepayment
Period and (ii) its aggregate Servicing Fee for the most recently ended
Prepayment Period. The Servicer shall not have the right to reimbursement for
any amounts remitted to the Trust Administrator in respect of this Section 3.24.
The Servicer shall not be obligated to pay the amounts set forth in this Section
3.24 with respect to Relief Act Interest Shortfalls.

                  SECTION 3.25. [Reserved].




                                      -78-
<PAGE>



                  SECTION 3.26. Obligations of the Servicer in Respect of
                                Mortgage Rates and Monthly Payments.

                  In the event that a shortfall in any collection on or
liability with respect to any Mortgage Loan results from or is attributable to
adjustments to Mortgage Rates, Monthly Payments or Stated Principal Balances
that were made by the Servicer in a manner not consistent with the terms of the
related Mortgage Note and this Agreement, the Servicer, upon discovery or
receipt of notice thereof, immediately shall deliver to the Trust Administrator
for deposit in the Distribution Account from its own funds the amount of any
such shortfall and shall indemnify and hold harmless the Trust Fund, the Trust
Administrator, the Trustee, the Depositor and any successor Servicer in respect
of any such liability. Such indemnities shall survive the termination or
discharge of this Agreement.

                  SECTION 3.27. Net WAC Rate Carryover Reserve Account.

                  (a) No later than the Closing Date, the Trust Administrator
shall establish and maintain with itself, as agent for the Trustee, a separate,
segregated trust account titled, "Net WAC Rate Carryover Reserve Account, Wells
Fargo Bank Minnesota, National Association, as Trust Administrator, for HSBC
Bank USA, as Trustee, in trust for the registered holders of Citigroup Mortgage
Loan Trust Inc., Asset-Backed Pass-Through Certificates, Series 2003-HE3." Any
payments received by the Trust Administrator under the Cap Contract shall be
deposited by the Trust Administrator into the Net WAC Rate Carryover Reserve
Account.

                  (b) On each Distribution Date as to which there is a Net WAC
Rate Carryover Amount payable to the Class A Certificates or the Mezzanine
Certificates, the Trust Administrator has been directed by the Class CE
Certificateholders to, and therefore will, deposit into the Net WAC Rate
Carryover Reserve Account the amounts described in Section 4.01(a)(4)(x), rather
than distributing such amounts to the Class CE Certificateholders. On each such
Distribution Date, the Trust Administrator shall hold all such amounts for the
benefit of the Holders of the Class A Certificates and the Mezzanine
Certificates, and will distribute such amounts to the Holders of the Class A
Certificates and the Mezzanine Certificates in the amounts and priorities set
forth in Section 4.01(a).

                  (c) For federal and state income tax purposes, the Class CE
Certificateholders will be deemed to be the owners of the Net WAC Rate Carryover
Reserve Account and all amounts deposited into the Net WAC Rate Carryover
Reserve Account (other than any amounts therein representing payments received
by the Trust Administrator under the Cap Contract) shall be treated as amounts
distributed by REMIC III to the Holders of the Class CE Certificates. Upon the
termination of the Trust Fund, or the payment in full of the Class A
Certificates and the Mezzanine Certificates, all amounts remaining on deposit in
the Net WAC Rate Carryover Reserve Account will be released by the Trust Fund
and distributed to the Class CE Certificateholders or their designees. The Net
WAC Rate Carryover Reserve Account will be part of the Trust Fund but not part
of any Trust REMIC and any payments to the Holders of the Class A Certificates
or the Mezzanine Certificates of Net WAC Rate Carryover Amounts will not be
payments with respect to a "regular interest" in a REMIC within the meaning of
Code Section 860(G)(a)(1).




                                      -79-
<PAGE>



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

                  (e) At the written direction of the Holders of a majority in
Percentage Interest in the Class CE Certificates, the Trust Administrator shall
direct any depository institution maintaining the Net WAC Rate Carryover Reserve
Account to invest the funds in such account 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 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 or advises such investment. If no
investment direction of the Holders of a majority in Percentage Interest in the
Class CE Certificates with respect to the Net WAC Rate Carryover Reserve Account
is received by the Trust Administrator, the Trust Administrator shall invest the
funds in Permitted Investments of the type described in clause (vi) of the
definition thereof or as otherwise directed in writing by the Holders of a
majority Percentage Interest in the Class CE Certificates. All income and gain
earned upon such investment shall be deposited into the Net WAC Rate Carryover
Reserve Account.

                  (f) For federal tax return and information reporting, the
value assigned to the right of the Class A Certificateholders and the Mezzanine
Certificateholders to receive payments from the Net WAC Rate Carryover Reserve
Account in respect of any Net WAC Rate Carryover Amount (including payments made
pursuant to the Cap Contract) may be obtained from the Trust Administrator upon
request.

                  SECTION 3.28. Advance Facility.

                  (a) Either (i) the Servicer or (ii) the Trust Administrator,
on behalf of the Trustee, with the consent of the Servicer, is hereby authorized
to enter into a facility with any Person which provides that such Person (an
"Advancing Person") may fund P&I Advances and/or Servicing Advances to the Trust
Fund under this Agreement (an "Advance Facility"), although no such facility
shall reduce or otherwise affect the Servicer's obligation to fund such P&I
Advances and/or Servicing Advances. If the Servicer enters into such an Advance
Facility pursuant to this Section 3.28, upon reasonable request of the Advancing
Person, the Trust Administrator shall execute a letter of acknowledgment,
confirming its receipt of notice of the existence of such Advance Facility. If
the Trust Administrator enters into such an Advance Facility pursuant to this
Section 3.28, the Servicer shall also be a party to such Advance Facility. To
the extent that an Advancing Person funds any P&I Advance or any Servicing
Advance and provides the Trust Administrator with notice acknowledged by the
Servicer that such Advancing Person is entitled to reimbursement, such Advancing
Person shall be entitled to receive reimbursement pursuant to this Agreement for
such amount to the extent provided in Section 3.28(b). Such notice from the
Advancing Person must



                                      -80-
<PAGE>



specify the amount of the reimbursement, the Section of this Agreement that
permits the applicable P&I Advance or Servicing Advance to be reimbursed and the
section(s) of the Advance Facility that entitle the Advancing Person to request
reimbursement from the Trust Administrator, rather than the Servicer, and
include the Servicer's acknowledgment thereto or proof of an event of default
under the Advance Facility. The Trust Administrator shall have no duty or
liability with respect to any calculation of any reimbursement to be paid to an
Advancing Person and shall be entitled to rely without independent investigation
on the Advancing Person's notice provided pursuant to this Section 3.28. An
Advancing Person whose obligations hereunder are limited to the funding of P&I
Advances and/or Servicing Advances shall not be required to meet the
qualifications of a Servicer or a Sub-Servicer pursuant to Section 3.02 hereof
and will not be deemed to be a Sub-Servicer under this Agreement.

                  (b) If an Advance Facility is entered into, then the Servicer
shall not be permitted to reimburse itself therefor under Section 3.11(a)(ii),
Section 3.11(a)(iii) and Section 3.11(a)(vi) prior to the remittance to the
Trust Fund, but instead the Servicer shall include such amounts in the
applicable remittance to the Trust Administrator made pursuant to Section
3.11(a). The Trust Administrator is hereby authorized to pay to the Advancing
Person, reimbursements for P&I Advances and Servicing Advances from the
Distribution Account to the same extent the Servicer would have been permitted
to reimburse itself for such P&I Advances and/or Servicing Advances in
accordance with Section 3.11(a)(ii), Section 3.11(a)(iii) and Section
3.11(a)(vi), as the case may be, had the Servicer itself funded such P&I Advance
or Servicing Advance. The Trust Administrator is hereby authorized to pay
directly to the Advancing Person such portion of the Servicing Fee or the Extra
Servicing Fee (but in the case of the Extra Servicing, only to the extent the
Servicer shall be entitled thereto pursuant to Section 3.29) as the parties to
any Advance Facility agree in writing.

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

                  (d) Any amendment to this Section 3.28 or to any other
provision of this Agreement that may be necessary or appropriate to effect the
terms of an Advance Facility as described generally in this Section 3.28,
including amendments to add provisions relating to a successor servicer, may be
entered into by the Trust Administrator and the Servicer without the consent of
any Certificateholder, notwithstanding anything to the contrary in this
Agreement.

                  SECTION 3.29. Extra Servicing Fee Reserve Account.

                  (a) No later than the Closing Date, the Trust Administrator
shall establish and maintain with itself, as agent for the Trustee, a separate,
segregated trust account titled, "Extra Servicing Fee Reserve Account, Wells
Fargo Bank Minnesota, National Association, as Trust Administrator, for HSBC
Bank USA, as Trustee, in trust for the registered holders of Citigroup Mortgage
Loan Trust Inc., Asset-Backed Pass-Through Certificates, Series 2003-HE3." The
Extra Servicing Fee Reserve Account shall be held in trust for the benefit of
the Trustee, the Trust Fund, the Certificate Insurer and the Certificateholders.
The Extra Servicing Fee Reserve Account must be an Eligible Account. The
investment of funds on deposit in the Extra Servicing Fee Reserve Account shall
be subject to the provisions of Section 3.12.




                                      -81-
<PAGE>



                  (b) On each Distribution Date, the Trust Administrator shall
withdraw from the Distribution Account the amount of the Extra Servicing Fee for
the calendar month immediately preceding the month of such Distribution Date and
shall deposit the amount so withdrawn into the Extra Servicing Fee Reserve
Account. In addition, the Trust Administrator shall deposit into the Extra
Servicing Fee Reserve Account any amount remitted to the Trust Administrator by
the Servicer pursuant to Section 3.12 in respect of losses incurred in
connection with the investment of amounts on deposit in the Extra Servicing Fee
Reserve Account.

                  (c) On each Distribution Date occurring in January of each
year commencing in 2005, the Trust Administrator shall withdraw from the Extra
Servicing Fee Reserve Account the aggregate amount on deposit therein (after
taking into account any deposits therein on such Distribution Date pursuant to
Section 3.29(b) but excluding any amounts on deposit therein representing income
or gain realized on the investment of funds on deposit therein) and shall
distribute the amount so withdrawn in the following manner:

                           (i) if an Extra Servicing Fee Cumulative Loss Trigger
                  and an Extra Servicing Fee Delinquency Trigger are both in
                  effect for such Distribution Date, the amount so withdrawn
                  shall be included in the Available Distribution Amount for
                  such Distribution Date, and such portion of the Available
                  Distribution Amount for such Distribution Date shall be deemed
                  part of the Interest Remittance Amount for such Distribution
                  Date; or

                           (ii) if an Extra Servicing Fee Cumulative Loss
                  Trigger is in effect for such Distribution Date, but an Extra
                  Servicing Fee Delinquency Trigger is not in effect for such
                  Distribution Date, (A) two thirds of the amount so withdrawn
                  shall be included in the Available Distribution Amount for
                  such Distribution Date, and such portion of the Available
                  Distribution Amount for such Distribution Date shall be deemed
                  part of the Interest Remittance Amount for such Distribution
                  Date and (B) one third of the amount so withdrawn shall be
                  remitted by the Trust Administrator to the Servicer; or

                           (iii) if an Extra Servicing Fee Delinquency Trigger
                  is in effect for such Distribution Date, but an Extra
                  Servicing Fee Cumulative Loss Trigger is not in effect for
                  such Distribution Date, (A) one third of the amount so
                  withdrawn shall be included in the Available Distribution
                  Amount for such Distribution Date, and such portion of the
                  Available Distribution Amount for such Distribution Date shall
                  be deemed part of the Interest Remittance Amount for such
                  Distribution Date and (B) two thirds of the amount so
                  withdrawn shall be remitted by the Trust Administrator to the
                  Servicer; or

                           (iv) if an Extra Servicing Fee Release Trigger is not
                  in effect for such Distribution Date, the amount so withdrawn
                  shall be remitted by the Trust Administrator to the Servicer.

In addition, the Trust Administrator shall withdraw from the Extra Servicing Fee
Reserve Account on each Distribution Date the amount of any income or gain
realized on the investment of funds on deposit therein and shall remit the
amount so withdrawn to the Servicer. Upon the termination of



                                      -82-
<PAGE>



the Trust Fund pursuant to Section 9.01, the Trust Administrator shall withdraw
all amounts on deposit in the Extra Servicing Fee Reserve Account and remit the
amount so withdrawn to the Servicer and clear and terminate the Extra Servicing
Fee Reserve Account; provided, however, that if an Extra Servicing Fee Release
Trigger is in effect for the final Distribution Date, then prior to making such
remittance to the Servicer, the Trust Administrator shall withdraw from the
Extra Servicing Fee Reserve Account the aggregate amount on deposit therein
(after taking into account any deposits therein on such final Distribution Date
pursuant to Section 3.29(b) but excluding any amounts on deposit therein
representing income or gain realized on the investment of funds on deposit
therein), and all or a portion of the amount so withdrawn shall be included in
the Available Distribution Amount for such final Distribution Date (in
accordance with clause (i), clause (ii) or clause (iii) above, as applicable),
and such portion of the Available Distribution Amount for such final
Distribution Date shall be deemed part of the Interest Remittance Amount for
such final Distribution Date.

                  (d) Notwithstanding anything to the contrary in this
Agreement, if Wells Fargo Home Mortgage, Inc. shall have been terminated as
Servicer as a result of a Servicer Event of Default and a successor Servicer
shall be the Servicer hereunder, then (i) commencing upon such succession, the
Servicing Fee Rate shall increase by 0.15% per annum and the Extra Servicing Fee
Rate shall be 0.00% per annum and (ii) on the Distribution Date immediately
following such succession, the Trust Administrator shall FIRST, withdraw from
the Extra Servicing Fee Reserve Account the aggregate amount on deposit therein
(after taking into account any deposits therein on such Distribution Date
pursuant to Section 3.29(b) but excluding any amounts on deposit therein
representing income or gain realized on the investment of funds on deposit
therein), and the amount so withdrawn shall be included in the Available
Distribution Amount for such Distribution Date, and such portion of the
Available Distribution Amount for such Distribution Date shall be deemed part of
the Interest Remittance Amount for such Distribution Date, and SECOND, withdraw
from the Extra Servicing Fee Reserve Account any remainder on deposit therein
and remit the amount so withdrawn to Wells Fargo Home Mortgage, Inc. or its
designee. Following the withdrawals pursuant to clauses FIRST and SECOND of this
paragraph, the Trust Administrator shall clear and terminate the Extra Servicing
Fee Reserve Account.


                                   ARTICLE IV

                         PAYMENTS TO CERTIFICATEHOLDERS

                  SECTION 4.01. Distributions.

                  (a)(1) On each Distribution Date, the following amounts, in
the following order of priority, shall be distributed by REMIC I to REMIC II on
account of the REMIC I Regular Interests or withdrawn from the Distribution
Account and distributed to the holders of the Class R-I Interest, as the case
may be:

                  (i) first, to Holders of REMIC I Regular Interest I-LTAA,
         REMIC I Regular Interest I-LTA, REMIC I Regular Interest I-LTM1, REMIC
         I Regular Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I
         Regular Interest I-LTM4 and REMIC I Regular Interest I-LTZZ, in an
         amount equal to (A) the Uncertificated Interest for such Distribution



                                      -83-
<PAGE>



         Date, plus (B) any amounts in respect thereof remaining unpaid from
         previous Distribution Dates. Amounts payable as Uncertificated Interest
         in respect of REMIC I Regular Interest I-LTZZ shall be reduced when the
         sum of the REMIC I Overcollateralized Amount is less than the REMIC I
         Required Overcollateralized Amount, by the lesser of (x) the amount of
         such difference and (y) the Maximum I-LTZZ Uncertificated Interest
         Deferral Amount and such amounts will be payable to the Holders of
         REMIC I Regular Interest I-LTA, REMIC I Regular Interest I-LTM1, REMIC
         I Regular Interest I-LTM2, REMIC I Regular Interest I- LTM3 and REMIC I
         Regular Interest I-LTM4, in the same proportion as the
         Overcollateralization Increase Amount is allocated to the Corresponding
         Certificates and the Uncertificated Balance of REMIC I Regular Interest
         I-LTZZ shall be increased by such amount;

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

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

                           (b) to the Holders of REMIC I Regular Interest I-LTA,
                  REMIC I Regular Interest I-LTM1, REMIC I Regular Interest
                  I-LTM2, REMIC I Regular Interest I- LTM3 and REMIC I Regular
                  Interest I-LTM4, 1.00% of such remainder (less the amount
                  payable in clause (d) below), in the same proportion as
                  principal payments are allocated to the Corresponding
                  Certificates, until the Uncertificated Balances of such REMIC
                  I Regular Interests are reduced to zero;

                           (c) to the Holders of REMIC I Regular Interest
                  I-LTZZ, 1.00% of such remainder (less the amount payable in
                  clause (d) below), until the Uncertificated Balance of such
                  REMIC I Regular Interest is reduced to zero; then

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

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

provided, however, that 98.00% and 2.00% of any principal payments that are
attributable to an Overcollateralization Reduction Amount shall be allocated to
Holders of REMIC I Regular Interest I-LTAA and REMIC I Regular Interest I-LTZZ,
respectively.

                  (iii) Notwithstanding the distributions described in this
Section 4.01(a)(1), distribution of funds shall be made only in accordance with
Section 4.01(a)(2).

                  (2) On each Distribution Date, prior to making any
distributions of the Available



                                      -84-
<PAGE>



Distribution Amount, the Trust Administrator shall withdraw funds from the
Distribution Account, from and to the extent of amounts on deposit therein
representing (A) interest received or advanced on the Mortgage Loans (other than
related Net Simple Interest Excess), (B) any amounts paid by the Servicer in
respect of any Prepayment Interest Shortfall pursuant to Section 3.24 and (C)
any Extra Servicing Fees withdrawn from the Extra Servicing Fee Reserve Account
pursuant to Section 3.29 but not payable to the Servicer pursuant to Section
3.29, and shall FIRST pay to itself the Trust Administration Fee payable for
such Distribution Date (and any unpaid Trust Administration Fee payable for any
prior Distribution Date), SECOND pay into the Extra Servicing Fee Reserve Fund
the Extra Servicing Fees for such Distribution Date (and any unpaid Extra
Servicing Fees payable for any prior Distribution Date) and THIRD pay to the
Credit Risk Manager the Credit Risk Manager Fee for such Distribution Date (and
any unpaid Credit Risk Manager Fees payable for any prior Distribution Date).
Following such withdrawals and payments, on each Distribution Date, the Trust
Administrator shall withdraw from the Distribution Account an amount equal to
the Interest Remittance Amount and distribute to the Certificateholders the
following amounts, in the following order of priority:

                  (i) to the Certificate Insurer, the Certificate Insurer
         Premium for such Distribution Date;

                  (ii) to the Holders of the Class A Certificates, an amount
         equal to the Senior Interest Distribution Amount allocable to the Class
         A Certificates;

                  (iii) to the Certificate Insurer, the Reimbursement Amount for
         such Distribution Date;

                  (iv) to the Holders of the Class M-1 Certificates, an amount
         equal to the Interest Distribution Amount allocable to the Class M-1
         Certificates;

                  (v) to the Holders of the Class M-2 Certificates, an amount
         equal to the Interest Distribution Amount allocable to the Class M-2
         Certificates;

                  (vi) to the Holders of the Class M-3 Certificates, an amount
         equal to the Interest Distribution Amount allocable to the Class M-3
         Certificates;

                  (vii) to the Holders of the Class M-4 Certificates, an amount
         equal to the Interest Distribution Amount allocable to the Class M-4
         Certificates; and

                  (viii) any remaining portion of the Interest Remittance
         Amount, for distribution as part of Net Monthly Excess Cashflow
         pursuant to Section 4.01(a)(4) below.

                  (3) On each Distribution Date, the Trust Administrator shall
withdraw from the Distribution Account (to the extent of the Available
Distribution Amount remaining undistributed pursuant to clauses (i) through
(vii) under clause (1) above) an amount equal to the Principal Distribution
Amount and distribute to the Certificateholders the following amounts, in the
following order of priority:

                  (A) On each Distribution Date (a) prior to the Stepdown Date
         or (b) on which a



                                      -85-
<PAGE>



         Trigger Event is in effect, the Principal Distribution Amount shall be
         distributed in the following order of priority;

                           (i) to the Holders of the Class A Certificates, until
                  the Certificate Principal Balance of such Class has been
                  reduced to zero;

                           (ii) to the Certificate Insurer, the Reimbursement
                  Amount for such Distribution Date, to the extent not paid
                  pursuant to Section 4.01(a)(2)(iii);

                           (iii) to the Holders of the Class M-1 Certificates,
                  until the Certificate Principal Balance of such Class has been
                  reduced to zero;

                           (iv) to the Holders of the Class M-2 Certificates,
                  until the Certificate Principal Balance of such Class has been
                  reduced to zero;

                           (v) to the Holders of the Class M-3 Certificates,
                  until the Certificate Principal Balance of such Class has been
                  reduced to zero; and

                           (vi) to the Holders of the Class M-4 Certificates,
                  until the Certificate Principal Balance of such Class has been
                  reduced to zero.

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

                           (i) the Class A Principal Distribution Amount shall
                  be distributed to the Holders of the Class A Certificates,
                  until the Certificate Principal Balance of such Class has been
                  reduced to zero;

                           (ii) to the Certificate Insurer, the Reimbursement
                  Amount for such Distribution Date, to the extent not paid
                  pursuant to Section 4.01(a)(2)(iii) and Section
                  4.01(a)(3)(A)(ii);

                           (iii) the Class M-1 Principal Distribution Amount
                  shall be distributed to the Holders of the Class M-1
                  Certificates, until the Certificate Principal Balance of such
                  Class has been reduced to zero;

                           (iv) the Class M-2 Principal Distribution Amount
                  shall be distributed to the Holders of the Class M-2
                  Certificates, until the Certificate Principal Balance of such
                  Class has been reduced to zero;

                           (v) the Class M-3 Principal Distribution Amount shall
                  be distributed to the Holders of the Class M-3 Certificates,
                  until the Certificate Principal Balance of such Class has been
                  reduced to zero; and

                           (vi) the Class M-4 Principal Distribution Amount
                  shall be distributed to the Holders of the Class M-4
                  Certificates, until the Certificate Principal Balance of



                                      -86-
<PAGE>



                  such Class has been reduced to zero.

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

                  (i) to the Holders of the Class or Classes of Certificates
         then entitled to receive distributions in respect of principal, as part
         of the Principal Distribution Amount in an amount equal to the
         Overcollateralization Increase Amount, applied to reduce the
         Certificate Principal Balance of such Certificates until the aggregate
         Certificate Principal Balance of such Certificates is reduced to zero;

                  (ii) to the Holders of the Class M-1 Certificates, in an
         amount equal to the Interest Carry Forward Amount allocable to such
         Class of Certificates;

                  (iii) to the Holders of the Class M-2 Certificates, in an
         amount equal to the Interest Carry Forward Amount allocable to such
         Class of Certificates;

                  (iv) to the Holders of the Class M-3 Certificates, in an
         amount equal to the Interest Carry Forward Amount allocable to such
         Class of Certificates;

                  (v) to the Holders of the Class M-4 Certificates, in an amount
         equal to the Interest Carry Forward Amount allocable to such Class of
         Certificates;

                  (vi) to the Holders of the Class M-1 Certificates, in an
         amount equal to any Allocated Realized Loss Amount for the Class M-1
         Certificates;

                  (vii) to the Holders of the Class M-2 Certificates, in an
         amount equal to any Allocated Realized Loss Amount for the Class M-2
         Certificates;

                  (viii) to the Holders of the Class M-3 Certificates, in an
         amount equal to any Allocated Realized Loss Amount for the Class M-3
         Certificates;

                  (ix) to the Holders of the Class M-4 Certificates, in an
         amount equal to any Allocated Realized Loss Amount for the Class M-4
         Certificates;

                  (x) to the Net WAC Rate Carryover Reserve Account, the amount,
         if any, by which the aggregate of any Net WAC Rate Carryover Amounts
         for such Distribution Date exceeds the amount received by the Trust
         Administrator under the Cap Contract for such Distribution Date;

                  (xi) to the Holders of the Class M-1 Certificates, in an
         amount equal to any Allocated Interest Shortfall Amount for the Class
         M-1 Certificates;

                  (xii) to the Holders of the Class M-2 Certificates, in an
         amount equal to any Allocated Interest Shortfall Amount for the Class
         M-2 Certificates;

                  (xiii) to the Holders of the Class M-3 Certificates, in an
         amount equal to any



                                      -87-
<PAGE>



         Allocated Interest Shortfall Amount for the Class M-3 Certificates;

                  (xiv) to the Holders of the Class M-4 Certificates, in an
         amount equal to any Allocated Interest Shortfall Amount for the Class
         M-4 Certificates;

                  (xv) to the Holders of the Class CE Certificates the Interest
         Distribution Amount for such Class for such Distribution Date (net of
         any amount distributed to the Net WAC Rate Carryover Reserve Account on
         such Distribution Date pursuant to clause (x) above) and any
         Overcollateralization Reduction Amount for such Class for such
         Distribution Date; and

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

                  On each Distribution Date, after making the distributions of
the Available Distribution Amount as set forth above, the Trust Administrator
will FIRST, withdraw from the Net WAC Rate Carryover Reserve Account all income
from the investment of funds in the Net WAC Rate Carryover Reserve Account and
distribute such amount to the Holders of the Class CE Certificates, and SECOND,
withdraw from the Net WAC Rate Carryover Reserve Account, to the extent of
amounts remaining on deposit therein, up to the aggregate of any Net WAC Rate
Carryover Amounts with respect to the Class A Certificates and the Mezzanine
Certificates for such Distribution Date, and distribute the amount so withdrawn
in the following order of priority:

         FIRST, to the Class A Certificates, and each class of Mezzanine
         Certificates, any related unpaid Net WAC Rate Carryover Amount, in the
         case of each such Class only up to a maximum amount equal to the Cap
         Amount for such Class for such Distribution Date, distributed in the
         following order of priority:

                  (A) to the Class A Certificates;

                  (B) to the Class M-1 Certificates;

                  (C) to the Class M-2 Certificates;

                  (D) to the Class M-3 Certificates; and

                  (E) to the Class M-4 Certificates;

         SECOND, to the Class A Certificates and each Class of the Mezzanine
         Certificates, any related unpaid Net WAC Rate Carryover Amount, to the
         extent of any remaining amounts received by the Trust Administrator
         under the Cap Contract (to the extent not distributed pursuant to
         clause FIRST above) and any other amounts on deposit in the Net WAC
         Rate Carryover Reserve Account, distributed in the following order of
         priority:



                                      -88-
<PAGE>



                  (A) to the Class A Certificates;

                  (B) to the Class M-1 Certificates;

                  (C) to the Class M-2 Certificates;

                  (D) to the Class M-3 Certificates; and

                  (E) to the Class M-4 Certificates.

For purposes of clause FIRST above, the "Cap Amount" for the Class A
Certificates or any class of the Mezzanine Certificates and any Distribution
Date is equal to (A) the aggregate amount received by the Trust Administrator
from the Cap Contract multiplied by (B) a fraction equal to (x) the Certificate
Principal Balance of such Class immediately prior to such Distribution Date
divided by (y) the aggregate Certificate Principal Balance of the Class A
Certificates and Mezzanine Certificates immediately prior to such Distribution
Date.

                  With respect to any distributions to be made on the Class CE
Certificates pursuant to Section 4.01(a)(2) or Section 4.01(a)(4), such
distributions will be made first, on the Class CE Interest, and then, on the
Class CE Certificates. With respect to any distributions to be made on the Class
P Certificates pursuant to Section 4.01(a)(4) or Section 4.01(b), such
distributions will be made first, on the Class P Interest, and then, on the
Class PE Certificates.

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

                  (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 shall 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 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, 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 shall be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trust
Administrator maintained for such purpose pursuant to Section 8.12 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



                                      -89-
<PAGE>



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 Trust Administrator, the Trustee, the Depositor or the Servicer
shall have any responsibility therefor except as otherwise provided by this
Agreement or applicable law.

                  (d) The rights of the Certificateholders to receive
distributions in respect of the Certificates, and all interests of the
Certificateholders in such distributions, shall be as set forth in this
Agreement. None of the Holders of any Class of Certificates, the Trustee, the
Trust Administrator or the Servicer shall in any way be responsible or liable to
the Holders of any other Class of Certificates in respect of amounts properly
previously distributed on the Certificates.

                  (e) Except as otherwise provided in Section 9.01, whenever the
Trust Administrator expects that the final distribution with respect to any
Class of Certificates will be made on the next Distribution Date, the Trust
Administrator shall, no later than three (3) days before the related
Distribution Date (to the extent that an accurate Remittance Report is received
in a timely manner by the Trust Administrator), mail to each Holder on such date
of such Class of Certificates and the Certificate Insurer 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.

                  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 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 the remaining non-tendering
Certificateholders concerning surrender of their Certificates but 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 held in trust for such
Certificateholders. 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., in accordance with its
wiring instructions, 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



                                      -90-
<PAGE>



accordance with this Section 4.01(e). Any such amounts held in trust by the
Trust Administrator shall be held in an Eligible Account and shall be held
uninvested.

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

                  (g) On each Distribution Date for which there exists a
Deficiency Amount, in addition to making the distributions required pursuant to
Section 4.01(a) and (b), the Trust Administrator shall withdraw from the
Distribution Account any amount therein that was transferred from the Insurance
Account to the Distribution Account pursuant to Section 4.07(b) and distribute
(i) to the Holders of the Class A Certificates, the amount, if any, by which the
amount distributed as interest to the Class A Certificates, pursuant to the
priority of payment set forth in Section 4.01(a)(2), is less than the Senior
Interest Distribution Amount for the Class A Certificates for such Distribution
Date, (ii) to the Holders of the Class A Certificates, Class A
Overcollateralization Deficiency Amount, applied in reduction of the Certificate
Principal Balance of the Class A Certificates, and (iii) without duplication of
the amount specified in clause (ii), on the Final Insured Distribution Date, to
the Holders of the Class A Certificates, the aggregate Certificate Principal
Balance of the Class A Certificates to the extent unpaid on such Distribution
Date (after giving effect to all other distributions to be made thereon on such
Distribution Date).

                  SECTION 4.02. Statements to Certificateholders.

                  On each Distribution Date, the Trust Administrator shall
prepare (based on the Remittance Report and other information provided by the
Servicer) and make available via its website to each Holder of the Regular
Certificates, the Certificate Insurer and the Credit Risk Manager, a statement
as to the distributions made on such Distribution Date setting forth:

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

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

                  (iii) the aggregate Servicing Fee received by the Servicer
         during the related Due Period, the amount of any Extra Servicing Fee
         received by the Servicer on such Distribution Date 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;



                                      -91-
<PAGE>



                  (iv) the aggregate amount of Advances for such Distribution
         Date;

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

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

                  (vii) the number and aggregate unpaid principal balance of
         Mortgage Loans (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 any Mortgage Loans that became REO
         Properties during the preceding calendar month, the total number of
         such Mortgage Loans, 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) [reserved];

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

                  (xi) the aggregate amount of Realized Losses incurred during
         the related Prepayment Period (or, in the case of Bankruptcy Losses
         allocable to interest, during the related Due Period), separately
         identifying whether such Realized Losses constituted Bankruptcy Losses
         and the aggregate amount of Realized Losses incurred since the Closing
         Date;

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

                  (xiii) the aggregate Certificate Principal Balance and
         Notional Amount, as applicable, of each Class of Certificates, after
         giving effect to the distributions, and allocations of Realized Losses,
         made on such Distribution Date, separately identifying any reduction
         thereof due to allocations of Realized Losses;

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

                  (xv) the Interest Distribution Amount in respect of the Class
         A Certificates, the



                                      -92-
<PAGE>



         Mezzanine Certificates and the Class CE Certificates for such
         Distribution Date and the Interest Carry Forward Amount, if any, with
         respect to the Class A Certificates and the Mezzanine Certificates on
         such Distribution Date, and in the case of the Class A Certificates,
         the Mezzanine Certificates and the Class CE Certificates, separately
         identifying any reduction thereof due to allocations of Realized
         Losses, Prepayment Interest Shortfalls and Relief Act Interest
         Shortfalls;

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

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

                  (xviii) the Overcollateralization Target Amount and the Credit
         Enhancement Percentage for such Distribution Date;

                  (xix) the Overcollateralization Increase Amount, if any, for
         such Distribution Date;

                  (xx) the Overcollateralization Reduction Amount, if any, for
         such Distribution Date;

                  (xxi) the respective Pass-Through Rates applicable to the
         Class A Certificates, the Mezzanine Certificates, the Class CE Interest
         and the Class CE Certificates for such Distribution Date and the
         Pass-Through Rate applicable to the Class A Certificates and the
         Mezzanine Certificates for the immediately succeeding Distribution
         Date;

                  (xxii) the Net WAC Rate Carryover Amount for the Class A
         Certificates and each Class of the Mezzanine Certificates, if any, for
         such Distribution Date and the amount remaining unpaid after
         reimbursements therefor on such Distribution Date;

                  (xxiii) the amount of any Insured Amount for such Distribution
         Date, separately identifying the portion of such payment allocable to
         interest and principal;

                  (xxiv) the amount of the Reimbursement Amount for such
         Distribution Date and the amount received by the Certificate Insurer in
         respect thereof on such Distribution Date;

                  (xxv) whether a Trigger Event is in effect;

                  (xxvi) the amount distributed to each class of Mezzanine
         Certificates in respect of Allocated Realized Loss Amounts on such
         Distribution Date and the Allocated Realized Loss Amount, if any, for
         each Class of Mezzanine Certificates remaining unpaid after taking into
         account all distributions made on such Distribution Date;

                  (xxvii) payments, if any, made under the Cap Contract;

                  (xxviii) the Net Simple Interest Shortfall for such
         Distribution Date;



                                      -93-
<PAGE>



                  (xxix) the amount distributed to the Class A Certificates and
         each class of Mezzanine Certificates in respect of Allocated Interest
         Shortfall Amounts on such Distribution Date and the Allocated Interest
         Shortfall Amount, if any, for each such Class of Certificates remaining
         unpaid after taking into account all distributions made on such
         Distribution Date; and

                  (xxx) the amount of Advances to be made by the Servicer in
         respect of the related Distribution Date, the aggregate amount of
         Advances outstanding after giving effect to such Advances, and the
         aggregate amount of Nonrecoverable Advances in respect of such
         Distribution Date.

                  The Trust Administrator will make the monthly statements
described above (and, at its option, any additional files containing the same
information in an alternative format) available each month to Certificateholders
and the Certificate Insurer, to other parties to this Agreement and to any other
interested persons 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. The Trust
Administrator shall have the right to change the way monthly 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 the parties regarding any such changes.

                  In the case of information furnished pursuant to subclauses
(i) through (iii) above, the amounts shall be expressed as a dollar amount per
Single Certificate of the relevant Class.

                  Within a reasonable period of time after the end of each
calendar year, the Trust Administrator shall forward to each Person 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.

                  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 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 or Certificate Owner, during the term of this Agreement, such
periodic, special, or other reports or information, whether or not provided for
herein, as shall be reasonable with respect to the Certificateholder or
Certificate Owner, or otherwise with respect to the purposes of this Agreement,
all such reports or information to be provided at the expense of the
Certificateholder or Certificate



                                      -94-
<PAGE>



Owner in accordance with such reasonable and explicit instructions and
directions as the Certificateholder or Certificate Owner may provide. For
purposes of this Section 4.02, the Trust Administrator's duties are limited to
the extent that the Trust Administrator receives timely reports as required from
the Servicer.

                  On each Distribution Date, the Trust Administrator shall
provide Bloomberg Financial Markets, L.P. ("Bloomberg") 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. Remittance Reports; Advances.

                  (a) On the Business Day following each Determination Date, the
Servicer shall deliver to the Trust Administrator, in a mutually agreed upon
electronic format (or by such other means as the Servicer and the Trust
Administrator may agree from time to time) a Remittance Report with respect to
the related Distribution Date. The Trust Administrator shall, on behalf of the
Servicer, on such date furnish a copy of such Remittance Report to the
Certificate Insurer and the Credit Risk Manager by such means as the Trust
Administrator and the Certificate Insurer shall agree from time to time. Such
Remittance Report will include such other information with respect to the
Mortgage Loans as the Trust Administrator may reasonably require to perform the
calculations necessary to make the distributions contemplated by Section 4.01,
to prepare the statements to Certificateholders contemplated by Section 4.02 and
to determine, following receipt by the Trust Administrator of the remittances
made by the Servicer on the related Servicer Remittance Date, whether the
Servicer shall have failed to make any Advance on any Servicer Remittance Date
required to be made from its own funds pursuant to Section 4.03(b). Neither the
Trustee nor the Trust Administrator shall be responsible to recompute,
recalculate or verify any information provided to it by the Servicer.

                  (b) With respect to any Mortgage Loan on which a Monthly
Payment was due during the related Due Period and delinquent on the related
Determination Date, the amount of the Servicer's Advance will be equal to (i) in
the case of each such REO Property relating to an Actuarial Mortgage Loan the
excess, if any, of the Monthly Payment (net of the related Servicing Fee) that
would have been due on the related Due Date in respect of the related Mortgage
Loan, over the net income from such REO Property deposited in the Collection
Account pursuant to Section 3.23 for distribution on such Distribution Date and
(ii) with respect to each Simple Interest Mortgage Loan, the amount of interest
due for such Due Period, net of the Servicing Fee. For purposes of the preceding
sentence, the Monthly Payment on each Balloon Mortgage Loan with a delinquent
Balloon Payment is equal to the assumed Monthly Payment that would have been due
on the related Due Date based on the original principal amortization schedule
for such Balloon Mortgage Loan. With respect to each REO Property, which REO
Property was acquired during or prior to the related Prepayment Period and as to
which such REO Property an REO Disposition did not occur during the related
Prepayment Period, an amount equal to (i) in the case of each such REO Property
relating to an Actuarial Mortgage Loan the excess, if any, of the Monthly
Payment (net of the related Servicing Fee) that would have been due on the
related Due Date in respect of the related Mortgage Loan, over the net income
from such REO Property deposited in the Collection Account pursuant to Section
3.23 for distribution on such Distribution Date and (ii) in the case of each
such REO Property relating to a Simple Interest Mortgage Loan, the excess, if
any, of interest accrued on the



                                      -95-
<PAGE>



unpaid principal balance of the related Mortgage Loan at the Mortgage Rate that
would have been in effect thereon for the related Due Period (net of the related
Servicing Fee), over the net income from such REO Property deposited in the
Collection Account pursuant to Section 3.23 for distribution on such
Distribution Date.

                  By 3:00 p.m. New York time on the Servicer Remittance Date,
the Servicer shall remit in immediately available funds to the Trust
Administrator for deposit in the Distribution Account an amount equal to the
aggregate amount of Advances, if any, to be made in respect of the Mortgage
Loans for the related Distribution Date either (i) from its own funds or (ii)
from the Collection Account, to the extent of funds held therein for future
distribution (in which case it will cause to be made an appropriate entry in the
records of the Collection Account that amounts held for future distribution have
been, as permitted by this Section 4.03, used by the Servicer in discharge of
any such Advance) or (iii) in the form of any combination of (i) and (ii)
aggregating the total amount of Advances to be made by the Servicer with respect
to the Mortgage Loans. Any amounts held for future distribution used by the
Servicer to make an Advance as permitted in the preceding sentence shall be
appropriately reflected in the Servicer's records and replaced by the Servicer
by deposit in the Collection Account on or before any future Servicer Remittance
Date to the extent that the Available Distribution Amount for the related
Distribution Date (determined without regard to Advances to be made on the
Servicer Remittance Date) shall be less than the total amount that would be
distributed to the Certificateholders and the Certificate Insurer pursuant to
Section 4.01 on such Distribution Date if such amounts held for future
distributions had not been so used to make Advances. The Trust Administrator
will provide notice to the Servicer by telecopy by the close of business on the
Business Day prior to the Distribution Date in the event that the amount
remitted by the Servicer to the Trust Administrator on such date is less than
the Advances required to be made by the Servicer for the related Distribution
Date.

                  (c) The obligation of the Servicer to make such Advances is
mandatory, notwithstanding any other provision of this Agreement but subject to
(d) below, and, with respect to any Mortgage Loan or REO Property, shall
continue until a Final Recovery Determination in connection therewith or the
removal thereof from the Trust Fund pursuant to any applicable provision of this
Agreement, except as otherwise provided in this Section.

                  (d) Notwithstanding anything herein to the contrary, no
Advance or Servicing Advance shall be required to be made hereunder by the
Servicer if such Advance or Servicing Advance would, if made, constitute a
Nonrecoverable Advance or Nonrecoverable Servicing Advance, respectively. The
determination by the Servicer that it has made a Nonrecoverable Advance or a
Nonrecoverable Servicing Advance or that any proposed Advance or Servicing
Advance, if made, would constitute a Nonrecoverable Advance or Nonrecoverable
Servicing Advance, respectively, shall be evidenced by a certification of a
Servicing Officer delivered to the Trust Administrator (whereupon, upon receipt
of such certification, the Trust Administrator shall forward a copy of such
certification to the Depositor, the Trustee, the Certificate Insurer and the
Credit Risk Manager).

                  SECTION 4.04. Allocation of Realized Losses.

                  (a) Prior to each Determination Date, the Servicer shall
determine as to each Mortgage Loan and REO Property: (i) the total amount of
Realized Losses, if any, incurred in



                                      -96-
<PAGE>



connection with any Final Recovery Determinations made during the related
Prepayment Period; (ii) whether and the extent to which such Realized Losses
constituted Bankruptcy Losses; and (iii) the respective portions of such
Realized Losses allocable to interest and allocable to principal. Prior to each
Determination Date, the Servicer shall also determine as to each Mortgage Loan:
(i) the total amount of Realized Losses, if any, incurred in connection with any
Deficient Valuations made during the related Prepayment Period; and (ii) the
total amount of Realized Losses, if any, incurred in connection with Debt
Service Reductions in respect of Monthly Payments due during the related Due
Period. The information described in the two preceding sentences that is to be
supplied by the Servicer shall be evidenced by an Officers' Certificate
delivered to the Trust Administrator by the Servicer prior to the Determination
Date immediately following the end of (i) in the case of Bankruptcy Losses
allocable to interest, the Due Period during which any such Realized Loss was
incurred, and (ii) in the case of all other Realized Losses, the Prepayment
Period during which any such Realized Loss was incurred.

                  (b) All Realized Losses on the Mortgage Loans shall be
allocated by the Trust Administrator on each Distribution Date as follows:
first, to the Accrued Certificate Interest for the Class CE Certificates for the
related Interest Accrual Period (after taking into account any reduction thereof
pursuant to Section 1.02 as a result of interest shortfalls); second, to the
Class CE Certificates, until the Certificate Principal Balance thereof has been
reduced to zero; third, to the Class M-4 Certificates until the Certificate
Principal Balance thereof has been reduced to zero; fourth, to the Class M-3
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero; fifth, to the Class M-2 Certificates until the Certificate Principal
Balance thereof has been reduced to zero; sixth, to the Class M-1 Certificates,
until the Certificate Principal Balance thereof has been reduced to zero.

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

                  Any allocation of Realized Losses to a Mezzanine Certificate
on any Distribution Date shall be made by reducing the Certificate Principal
Balance thereof by the amount so allocated and any allocation of Realized Losses
to a Class CE Certificate shall be made by reducing the amount otherwise payable
in respect thereof pursuant to Section 4.01(a)(4)(xv). No allocations of any
Realized Losses shall be made to the Certificate Principal Balances of the Class
A Certificates or the Class P Certificates.

                  As used herein, an allocation of a Realized Loss 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.




                                      -97-
<PAGE>



                  (c) All Realized Losses on the Mortgage Loans shall be
allocated by the Trust Administrator on each Distribution Date to the following
REMIC I Regular Interests in the specified percentages, as follows: first, to
Uncertificated Interest payable to the REMIC I Regular Interest I-LTAA and REMIC
I Regular Interest I-LTZZ up to an aggregate amount equal to the REMIC I
Interest Loss Allocation Amount, 98% and 2%, respectively; second, to the
Uncertificated Balances of the REMIC I Regular Interest I-LTAA and REMIC I
Regular Interest I-LTZZ up to an aggregate amount equal to the REMIC I Principal
Loss Allocation Amount, 98% and 2%, respectively; third, to the Uncertificated
Balances of REMIC I Regular Interest I-LTAA, REMIC I Regular Interest I-LTM4 and
REMIC I Regular Interest I-LTZZ, 98%, 1% and 1%, respectively, until the
Uncertificated Balance of REMIC I Regular Interest I-LTM4 has been reduced to
zero; fourth, to the Uncertificated Balances of REMIC I Regular Interest I-LTAA,
REMIC I Regular Interest I-LTM3 and REMIC I Regular Interest I-LTZZ, 98%, 1% and
1%, respectively, until the Uncertificated Balance of REMIC I Regular Interest
I-LTM3 has been reduced to zero; fifth, to the Uncertificated Balances of REMIC
I Regular Interest I-LTAA, REMIC I Regular Interest I-LTM2 and REMIC I Regular
Interest I-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance
of REMIC I Regular Interest I-LTM2 has been reduced to zero; and sixth, to the
Uncertificated Balances of REMIC I Regular Interest I-LTAA, REMIC I Regular
Interest I-LTM1 and REMIC I Regular Interest I-LTZZ, 98%, 1% and 1%,
respectively, until the Uncertificated Balance of REMIC I Regular Interest
I-LTM1 has been reduced to zero.

                  SECTION 4.05. Compliance with Withholding Requirements

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

                  SECTION 4.06. Exchange Commission; Additional Information.

                  (a) The Trust Administrator and the Servicer shall reasonably
cooperate with the Depositor in connection with satisfying the reporting
requirements under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). The Trust Administrator shall prepare on behalf of the Trust
Fund any Forms 8-K and 10-K customary for similar securities as required by the
Exchange Act and the Rules and Regulations of the Securities and Exchange
Commission thereunder, and the Depositor shall sign (or shall cause another
entity acceptable to the Securities and Exchange Commission to sign) and the
Trust Administrator shall file (via the Securities and Exchange Commission's
Electronic Data Gathering and Retrieval System) such forms on behalf of the
Depositor (or such other entity). The Depositor hereby grants to the Trust
Administrator a limited power of attorney to execute each Form 8-K and file such
Forms 8-K and 10-K on behalf of the Depositor. Such power of attorney shall
continue until 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. Notwithstanding anything herein to the contrary,
the Depositor, and not the Trust Administrator, shall be responsible for
executing each Form 10-K filed on behalf of the Trust.



                                      -98-
<PAGE>



                  (b) Each Form 8-K shall be filed by the Trust Administrator
within 15 days after each Distribution Date, with a copy of the statement to the
Certificateholders for such Distribution Date as an exhibit thereto. Subject to
Section 4.06(e), prior to March 30th of each year (or such earlier date as may
be required by the Exchange Act and the Rules and Regulations of the Securities
and Exchange Commission), the Trust Administrator shall file a Form 10-K, in
substance as required by applicable law or applicable Security and Exchange
Commission staff's interpretations. The Trust Administrator shall prepare such
Form 10-K and provide the Depositor with such Form 10-K not later than March
20th of each year, subject to Section 4.06(e). Following its receipt thereof,
the Depositor shall execute such Form 10-K and provide the original of such Form
10-K to the Trust Administrator not later than March 25th (or, if the applicable
March 25th is not a Business Day, the next succeeding Business Day) of each
year; provided, however, that if the filing of such Form 10-K shall be required
to occur on a date earlier than March 30th of each year as may be required by
the Exchange Act and the Rules and Regulations of the Securities and Exchange
Commission, then the time periods for preparation and execution of such Form
10-K set forth in this sentence shall be adjusted accordingly). Such Form 10-K
shall include as exhibits the Servicer's annual statement of compliance
described under Section 3.20 and the accountant's report described under Section
3.21, in each case to the extent they have been timely delivered to the Trust
Administrator. If they are not so timely delivered, the Trust Administrator
shall file an amended Form 10-K including such documents as exhibits reasonably
promptly after they are delivered to the Trust Administrator. The Trust
Administrator shall have no liability with respect to any failure to properly
prepare or file such periodic reports resulting from or relating to the Trust
Administrator's inability or failure to obtain any information not resulting
from its own negligence or willful misconduct. The Form 10-K shall also include
a certification in the form attached hereto as Exhibit L-1 (the
"Certification"), which shall be signed by the senior officer of the Depositor
in charge of securitization.

                  (c) In addition, the Trust Administrator shall sign a
certification (in the form attached hereto as Exhibit L-2) for the benefit of
the Depositor and its officers, directors and Affiliates regarding certain
aspects of the Certification (the "Trust Administrator Certification")
(provided, however, that the Trust Administrator shall not undertake an analysis
of the accountant's report provided by the Servicer pursuant to Section 3.21
attached as an exhibit to the Form 10-K), and the Servicer shall sign a
certification in the form attached hereto as Exhibit L-3) for the benefit of the
Depositor, the Trustee, the Trust Administrator and their officers, directors
and Affiliates regarding certain aspects of items of the Certification (the
"Servicer Certification"). The Servicer's certification shall be delivered to
the Depositor by no later than March 15th of each year (or if such day is not a
Business Day, the immediately preceding Business Day), the Trust Administrator's
certification shall be delivered to the Depositor by no later than March 15th of
each year and the Depositor shall deliver the Certification to the Trust
Administrator for filing no later than March 20th of each year (or if such day
is not a Business Day, the immediately preceding Business Day).

                  In addition, (i) the Trust Administrator shall indemnify and
hold harmless the Depositor and its officers, directors and Affiliates from and
against any actual losses, damages, penalties, fines, forfeitures, reasonable
and necessary legal fees and related costs, judgments and other costs and
expenses arising out of third party claims based upon a breach of the Trust
Administrator's obligations under this Section 4.06 or any material misstatement
or omission contained in the Trust Administrator Certification and (ii) the
Servicer shall indemnify and hold harmless the Depositor, the Trust
Administrator, the Trustee and their respective officers, directors and
Affiliates from and against any actual losses, damages, penalties, fines,
forfeitures, reasonable



                                      -99-
<PAGE>



and necessary legal fees and related costs, judgments and other costs and
expenses that such Person may sustain arising out of third party claims based
upon a breach of the Servicer's obligations under this Section 4.06, any
material misstatement or omission contained in the Servicer's Certification or
any information correctly derived by the Trust Administrator and included in a
Form 8-K or Form 10-K from information provided to the Trust Administrator by
the Master Servicer under this Agreement. If the indemnification to the
Depositor provided for herein is unavailable or insufficient to hold harmless
the Depositor, then (i) the Trust Administrator agrees that it shall contribute
to the amount paid or payable by the Depositor as a result of the losses,
claims, damages or liabilities of the Depositor in such proportion as is
appropriate to reflect the relative fault of the Depositor on the one hand and
the Trust Administrator on the other and (ii) the Servicer agrees that it shall
contribute to the amount paid or payable by the Depositor as a result of the
losses, claims, damages or liabilities of the Depositor in such proportion as is
appropriate to reflect the relative fault of the Depositor on the one hand and
the Master on the other.

                  (d) Upon any filing with the Securities and Exchange
Commission, the Trust Administrator shall promptly deliver to the Depositor a
copy of any executed report, statement or information.

                  (e) Prior to January 30 of the first year in which the Trust
Administrator is able to do so under applicable law, the Trust Administrator
shall file a Form 15 Suspension Notification with respect to the Trust Fund.

                  (f) To the extent that, following the Closing Date, the
Depositor certifies that reports and certifications differing from those
required under this Section 4.06 comply with the reporting requirements under
the Exchange Act, the Trustee, the Trust Administrator and the Servicer hereby
agree that they will reasonably cooperate to amend the provisions of this
Section 4.06 in order to comply with such amended reporting requirements and
such amendment of this Section 4.06; provided, however, that the Trust
Administrator shall not be responsible for executing any Form 10-K or the
Certification. Any such amendment may result in the reduction of the reports
filed by the Depositor under the Exchange Act.

                  SECTION 4.07. The Policy.

                  (a) If, based on the information provided by the Servicer
pursuant to Section 4.03, the Trust Administrator determines that an Insured
Amount to be covered by the Policy will exist for the related Distribution Date,
the Trust Administrator shall complete the notice in the form of Exhibit A to
the Policy (the "Notice") and submit such Notice in accordance with the Policy
to the Certificate Insurer no later than 12:00 P.M., New York City time, on the
second Business Day immediately preceding such Distribution Date, as a claim for
the amount of such Insured Amount.

                  (b) The Trust Administrator shall establish and maintain the
Insurance Account on behalf of the Holders of the Class A Certificates over
which the Trust Administrator on behalf of the Trustee shall have the exclusive
control and sole right of withdrawal. Upon receipt of an Insured Amount from the
Certificate Insurer on behalf of the Holders of the Class A Certificates, the
Trust Administrator shall deposit such Insured Amount in the Insurance Account
and distribute such amount only for purposes of payment to the Class A
Certificates of the Insured Amount for which a claim was made and such amount
may not be applied to satisfy any costs, expenses or liabilities



                                     -100-
<PAGE>



of the Servicer, the Seller, the Depositor, the Trustee, the Trust Administrator
or the Trust Fund or to pay any other Class of Certificates. Amounts paid under
the Policy, to the extent needed to pay the Insured Amount, shall be transferred
to the Distribution Account and disbursed by the Trust Administrator to Holders
of Class A Certificates in accordance with Section 4.01(g) (or, in the case of
an amount in respect of a Preference Claim, to the related Holders of Class A
Certificates as contemplated in this Section 4.07). It shall not be necessary
for such payments to be made by checks or wire transfers separate from the
checks or wire transfers used to pay the other distributions to be made to such
Holders pursuant to Section 4.01. However, the amount of any payment of
principal of or interest on the Class A Certificates to be paid from funds
transferred from the Insurance Account shall be noted in the Certificate
Register and in the statement to be furnished to Holders of the Class A
Certificates pursuant to Section 4.02. Funds held in the Insurance Account shall
not be invested. Any funds remaining in the Insurance Account on the first
Business Day following a Distribution Date shall be remitted to the Certificate
Insurer, pursuant to the instructions of the Certificate Insurer, by the end of
such Business Day.

                  (c) The Trust Administrator shall keep a complete and accurate
record of the amount of interest and principal paid in respect of any Class A
Certificate from moneys received under the Policy. The Certificate Insurer shall
have the right to inspect such records at reasonable times during normal
business hours upon one Business Day's prior notice to the Trustee.

                  (d) In the event that the Trustee has received a certified
copy of an order of the appropriate court that any Insured Amount has been
voided in whole or in part as a preference payment under applicable bankruptcy
law, the Trustee shall so notify the Trust Administrator, and the Trust
Administrator shall so notify the Certificate Insurer, shall comply with the
provisions of the Policy to obtain payment by the Certificate Insurer of such
Preference Amount in the amount of such voided Insured Amount, and shall, at the
time it provides notice to the Certificate Insurer, notify, by mail the holders
of the affected Class A Certificates that, in the event any holder's Insured
Amount is so recovered, such holder of a Class A Certificate will be entitled to
payment pursuant to the Policy, a copy of which shall be made available through
the Trust Administrator, the Certificate Insurer or the Certificate Insurer's
fiscal agent, if any, and the Trust Administrator shall furnish to the
Certificate Insurer or its fiscal agent, if any, its records evidencing the
payments which have been made by the Trust Administrator and subsequently
recovered from the holders of the Class A Certificates, and dates on which such
payments were made.

                  (e) The Trustee shall promptly notify the Trust Administrator,
and the Trust Administrator shall promptly notify the Certificate Insurer and
its fiscal agent of any proceeding or the institution of any action, of which a
Responsible Officer of the Trustee has actual knowledge, seeking the avoidance
as a preferential transfer under applicable bankruptcy, insolvency, receivership
or similar law (a "Preference Claim") of any distribution made with respect to
the Class A Certificates. Each holder of a Class A Certificate, by its purchase
of such Class A Certificate, the Servicer, the Depositor, the Trust
Administrator and the Trustee agree that, the Certificate Insurer (so long as no
Certificate Insurer Default exists) may at any time during the continuation of
any proceeding relating to a Preference Claim direct all matters relating to
such Preference Claim, including, without limitation, (i) the direction of any
appeal of any order relating to such Preference Claim and (ii) the posting of
any surety, supersedes or performance bond pending any such appeal. In addition
and without limitation of the foregoing, the Certificate Insurer shall be
subrogated to, and each holder of a Class A Certificate and the Trustee hereby
delegates and assigns to the Certificate



                                     -101-
<PAGE>



Insurer, to the fullest extent permitted by law, the rights of the Trustee and
each holder of a Class A Certificate in the conduct of any such Preference
Claim, including, without limitation, all rights of any party to any adversary
proceeding or action with respect to any court order issued in connection with
any such Preference Claim.

                  (f) The Trust Administrator shall, upon retirement of the
Class A Certificates, furnish to the Certificate Insurer and the Trustee a
notice of such retirement, and, upon retirement of the Class A Certificates and
the expiration of the term of the Policy, the Trustee shall surrender the Policy
to the Certificate Insurer for cancellation.

                  (g) The Trustee will hold the Policy in trust as agent for the
holders of the Class A Certificates for the purpose of the Trust Administrator
on its behalf making claims thereon and distributing the proceeds thereof.
Neither the Policy nor the amounts paid under the Policy will constitute part of
the Trust Fund created by this Agreement. Each Holder of the Class A
Certificates, by accepting its Class A Certificates, appoints the Trustee and
the Trust Administrator on behalf of the Trustee as attorney in fact for the
purpose of making claims on the Policy.

                  (h) Anything herein to the contrary notwithstanding, any
payment with respect to principal of or interest on the Class A Certificates
which is made with moneys received pursuant to the terms of the Policy shall not
be considered payment of the Class A Certificates from the Trust Fund. The
Depositor, the Servicer, the Trust Administrator and the Trustee acknowledge,
and each holder by its acceptance of a Class A Certificate agrees, that without
the need for any further action on the part of the Certificate Insurer, the
Depositor, the Servicer, the Trust Administrator or the Trustee (a) to the
extent the Certificate Insurer makes payments, directly or indirectly, on
account of principal of or interest on the Class A Certificates to the holders
of such Class A Certificates, the Certificate Insurer will be fully subrogated
to, and each holder of a Class A Certificate, the Servicer, the Trust
Administrator and the Trustee hereby delegate and assign to the Certificate
Insurer, to the fullest extent permitted by law, the rights of such holders to
receive such principal and interest from the Trust Fund, including, without
limitation, any amounts due to the holders of the Class A Certificates in
respect of securities law violations arising from the offer and sale of the
Class A Certificates, and (b) the Certificate Insurer shall be paid such amounts
from the sources and in the manner provided herein for the payment of such
amounts and as provided in this Agreement. The Trustee, the Trust Administrator
and the Servicer shall cooperate in all respects with any reasonable request by
the Certificate Insurer for action to preserve or enforce the Certificate
Insurer's rights or interests under this Agreement without limiting the rights
or affecting the interests of the holders as otherwise set forth herein.

                  (i) By accepting its Class A Certificate, each holder of a
Class A Certificate agrees that, unless a Certificate Insurer Default exists,
the Certificate Insurer shall be deemed to be the holder of the Class A
Certificate for all purposes (other than with respect to the receipt of payment
on the Class A Certificates) and shall have the right to exercise all rights
(including, without limitation, voting rights) of the holders of the Class A
Certificates under this Agreement and under the Class A Certificates without any
further consent of the holders of the Class A Certificates. All notices,
statement reports, certificates or opinions required by this Agreement to be
sent to any holders of Class A Certificates shall also be sent to the
Certificate Insurer.

                  (j) Each of the Trustee and the Trust Administrator, and each
other party hereto,



                                     -102-
<PAGE>



acknowledges that actions with respect to the Policy and claims thereunder taken
by the Trust Administrator on behalf of the Trustee (and any inactions of the
Trustee resulting from inactions of the Trust Administrator on behalf of the
Trustee) shall be binding upon the Trustee to the same extent as would be the
case if the provisions of this Agreement provided for such actions with respect
to the Policy and claims thereunder to be taken by the Trustee itself, rather
than being permitted to be taken by the Trust Administrator on behalf of the
Trustee.





                                     -103-
<PAGE>



                                    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 REMIC I.

                  The Certificates will be substantially in the forms annexed
hereto as Exhibits A-1 through A-9. 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 Class A Certificates and the Mezzanine 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 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
Servicer, the Trustee and, if the Trust Administrator is not the Book-Entry
Custodian, the Trust



                                     -104-
<PAGE>



Administrator, 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 Trust Administrator, the Trustee, the Servicer and the
Depositor may for all purposes (including the making of payments due on the
Book-Entry Certificates) deal with the Depository as the authorized
representative of the Certificate Owners with respect to the Book-Entry
Certificates for the purposes of exercising the rights of Certificateholders
hereunder. The rights of Certificate Owners with respect to the Book-Entry
Certificates shall be limited to those established by law and agreements between
such Certificate Owners and the Depository Participants and brokerage firms
representing such Certificate Owners. Multiple requests and directions from, and
votes of, the Depository as Holder of the Book-Entry Certificates with respect
to any particular matter shall not be deemed inconsistent if they are made with
respect to different Certificate Owners. The Trust Administrator may establish a
reasonable record date in connection with solicitations of consents from or
voting by Certificateholders and shall give notice to the Depository of such
record date.

                  If (i)(A) the Depositor advises the Trust Administrator in
writing that the Depository is no longer willing or able to properly discharge
its responsibilities as Depository, and (B) the Depositor is unable to locate a
qualified successor, (ii) the Depositor at its option, and with the consent of
the Trust Administrator (such consent not to be unreasonably withheld), advises
the Trust Administrator in writing that it elects to terminate the book-entry
system through the Depository or (iii) after the occurrence of a Servicer Event
of Default, Certificate Owners representing in the aggregate not less than 51%
of the Ownership Interests of the Book-Entry Certificates advise the Trust
Administrator through the Depository, in writing, that the continuation of a
book-entry system through the Depository is no longer in the best interests of
the Certificate Owners, the Trust Administrator shall notify all Certificate
Owners, through the Depository, of the occurrence of any such event and of the
availability of Definitive Certificates to Certificate Owners requesting the
same. Upon surrender to the Trust Administrator of the Book-Entry Certificates
by the Book-Entry Custodian or the Depository, as applicable, accompanied by
registration instructions from the Depository for registration of transfer, the
Trust Administrator shall cause the Definitive Certificates to be issued. 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
Servicer, the Trust Administrator or the Trustee shall be liable for any delay
in the delivery of such instructions and may conclusively rely on, and shall be
protected in relying on, such instructions. Upon the issuance of Definitive
Certificates all references herein to obligations imposed upon or to be
performed by the Depository shall be deemed to be imposed upon and performed by
the Trust Administrator, to the extent applicable with respect to such
Definitive Certificates, and the Trustee and the Trust Administrator shall
recognize the Holders of the Definitive Certificates as



                                     -105-
<PAGE>



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 8.11, 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 CE Certificate, Class P
Certificate or Residual 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 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-1; and (ii) in all other cases, an
Opinion of Counsel satisfactory to it that such transfer may be made without
such registration (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Trustee, the Trust Administrator, the Servicer in
its capacity as such or any Sub-Servicer), together with copies of the written
certification(s) of the Certificateholder desiring to effect the transfer and/or
such Certificateholder's prospective transferee upon which such Opinion of
Counsel is based, if any.

                  Notwithstanding the foregoing, in the event of any such
transfer of any Ownership Interest in any Book-Entry Certificate, except with
respect to the initial transfer of any such Certificate by the Depositor, such
transfer shall be required to be made in reliance upon Rule 144A under the 1933
Act, and the transferor will be deemed to have made each of the transferor
representations and warranties set forth Exhibit F-1 hereto in respect of such
interest as if it was evidenced by a Definitive Certificate and the transferee
will be deemed to have made each of the transferee representations and
warranties set forth Exhibit F-1 hereto in respect of such interest as if it was
evidenced by a Definitive Certificate. The Certificate Owner of any such
Ownership Interest in any such Book-Entry Certificate desiring to effect such
transfer shall, and does hereby agree to, indemnify the Trustee, the Trust
Administrator and the Depositor against any liability that may result if the
transfer is not so exempt or is not made in accordance with such federal and
state laws.

                  None of the Depositor, the Trust Administrator or the Trustee
is obligated to register or qualify any such Certificates under the 1933 Act or
any other securities laws or to take any action not otherwise required under
this Agreement to permit the transfer of such Certificates without registration
or qualification. Any Certificateholder desiring to effect the transfer of any
such Certificate shall, and does hereby agree to, indemnify the Trustee, the
Trust Administrator, the Depositor and the Servicer against any liability that
may result if the transfer is not so exempt or is not made in accordance with
such federal and state laws.



                                     -106-
<PAGE>




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

                  (c) No transfer of a Class CE Certificate, Class P Certificate
or Residual Certificate (the "ERISA Restricted Certificates") or any interest
therein shall be made to any Plan subject to ERISA or Section 4975 of the Code,
any Person acting, directly or indirectly, on behalf of any such Plan or any
Person acquiring such Certificates with "Plan Assets" of a Plan within the
meaning of the Department of Labor regulation promulgated at 29 C. F. R. ss.
2510.3-101 ("Plan Assets") unless the Trust Administrator is provided with an
Opinion of Counsel on which the Depositor, the Trustee, the Trust Administrator
and the Servicer may rely, to the effect that the purchase of such Certificates
is permissible under applicable law, will not constitute or result in any
non-exempt prohibited transaction under ERISA or Section 4975 of the Code and
will not subject the Depositor, the Servicer, the Trustee, the Trust
Administrator or the Trust Fund to any obligation or liability (including
obligations or liabilities under ERISA or Section 4975 of the Code) in addition
to those undertaken in this Agreement, which Opinion of Counsel shall not be an
expense of the Depositor, the Servicer, the Trustee, the Trust Administrator or
the Trust Fund. Any prospective Transferee of such Certificates not providing
the above Opinion of Counsel must provide a certification in the form of Exhibit
G to this Agreement (or other form acceptable to the Depositor, the Trust
Administrator and the Servicer), which the Trust Administrator may rely upon
without further inquiry or investigation. Neither an Opinion of Counsel nor any
certification will be required in connection with the initial transfer of any
such Certificate by the Depositor to an Affiliate of the Depositor (in which
case, the Depositor or any Affiliate thereof shall have deemed to have
represented that such Affiliate is not a Plan or a Person investing Plan Assets)
and the Trust Administrator shall be entitled to conclusively rely upon a
representation (which, upon the request of the Trust Administrator, shall be a
written representation) from the Depositor of the status of such transferee as
an affiliate of the Depositor.

                  Each Certificate Owner or other beneficial owner of a
Mezzanine Certificate or any interest therein shall be deemed to have
represented, by virtue of its acquisition or holding of such Certificate or
interest therein, that either (i) it is not a Plan or a Person acting on behalf
of a Plan or investing Plan Assets to acquire such Certificate or interest
therein 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.

                  If any ERISA Restricted Certificate or Mezzanine Certificate
or any interest therein is acquired or held in violation of the provisions of
the two preceding 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 two preceding paragraphs shall
indemnify and hold harmless the Depositor, the Servicer, the Trustee, the Trust
Administrator and the Trust Fund from and against any and all liabilities,
claims, costs or expenses incurred by those parties as a result of that
acquisition or holding.



                                     -107-
<PAGE>



                  (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) below and to execute all instruments of Transfer and to do all
other things necessary in connection with any such sale. The rights of each
Person acquiring any Ownership Interest in a Residual Certificate are expressly
subject to the following provisions:

                           (A) Each Person holding or acquiring any Ownership
                  Interest in a Residual Certificate shall be a Permitted
                  Transferee and shall promptly notify the Trust Administrator
                  of any change or impending change in its status as a Permitted
                  Transferee.

                           (B) In connection with any proposed Transfer of any
                  Ownership Interest in a Residual Certificate, the Trust
                  Administrator shall require delivery to it, and shall not
                  register the Transfer of any Residual Certificate until its
                  receipt of, an affidavit and agreement (a "Transfer Affidavit
                  and Agreement," in the form attached hereto as Exhibit F-2)
                  from the proposed Transferee, in form and substance
                  satisfactory to the Trust Administrator, representing and
                  warranting, among other things, that such Transferee is a
                  Permitted Transferee, that it is not acquiring its Ownership
                  Interest in the Residual Certificate that is the subject of
                  the proposed Transfer as a nominee, trustee or agent for any
                  Person that is not a Permitted Transferee, that for so long as
                  it retains its Ownership Interest in a Residual Certificate,
                  it will endeavor to remain a Permitted Transferee, and that it
                  has reviewed the provisions of this Section 5.02(d) and agrees
                  to be bound by them.

                           (C) Notwithstanding the delivery of a Transfer
                  Affidavit and Agreement by a proposed Transferee under clause
                  (B) above, if a Responsible Officer of the Trust Administrator
                  who is assigned to this transaction has actual knowledge that
                  the proposed Transferee is not a Permitted Transferee, no
                  Transfer 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 in the form attached hereto
                  as Exhibit F-2 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 (in the form
                  attached hereto as Exhibit F-2) to the Trust Administrator
                  stating that, among other things, it has no actual knowledge
                  that such other Person is not a Permitted Transferee.

                           (E) Each Person holding or acquiring an Ownership
                  Interest in a Residual Certificate, by purchasing an Ownership
                  Interest in such Certificate, agrees to give the Trust
                  Administrator written notice that it is a "pass-through
                  interest holder" within the meaning of temporary Treasury
                  regulation Section 1.67-3T(a)(2)(i)(A) immediately upon
                  acquiring an Ownership Interest in a Residual Certificate, if
                  it is,



                                     -108-
<PAGE>



                  or is holding an Ownership Interest in a Residual Certificate
                  on behalf of, a "pass- through interest holder."

                  (ii) The Trust Administrator will register the Transfer of any
         Residual Certificate only if it shall have received the Transfer
         Affidavit and Agreement and all of such other documents as shall have
         been reasonably required by the Trust Administrator as a condition to
         such registration. In addition, no Transfer of a Residual Certificate
         shall be made unless the Trust Administrator shall have received a
         representation letter from the Transferee of such Certificate to the
         effect that such Transferee is a Permitted Transferee.

                  (iii) (A) If any purported Transferee shall become a Holder of
         a Residual Certificate in violation of the provisions of this Section
         5.02(d), then the last preceding Permitted Transferee shall be
         restored, to the extent permitted by law, to all rights as holder
         thereof retroactive to the date of registration of such Transfer of
         such Residual Certificate. The Trust Administrator shall be under no
         liability to any Person for any registration of Transfer of a Residual
         Certificate that is in fact not permitted by this Section 5.02(d) or
         for making any payments due on such Certificate to the holder thereof
         or for taking any other action with respect to such holder under the
         provisions of this Agreement.

                           (B) If any purported Transferee shall become a holder
                  of a Residual Certificate in violation of the restrictions in
                  this Section 5.02(d) and to the extent that the retroactive
                  restoration of the rights of the holder of such Residual
                  Certificate as described in clause (iii)(A) above shall be
                  invalid, illegal or unenforceable, then the Trust
                  Administrator shall have the right, but not the obligation,
                  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 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



                                     -109-
<PAGE>



         may be accepted by the Trust Administrator.

                  (v) The provisions of this Section 5.02(d) set forth prior to
         this subsection (v) may be modified, added to or eliminated, provided
         that there shall have been delivered to the Trustee and the Trust
         Administrator at the expense of the party seeking to modify, add to or
         eliminate any such provision the following:

                           (A) written notification from 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 Trustee and the Trust Administrator, to
                  the effect that such modification of, addition to or
                  elimination of such provisions will not cause any Trust REMIC
                  to cease to qualify as a REMIC and will not cause 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 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.

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




                                     -110-
<PAGE>



                  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 such security or indemnity as may be
required by it to save it harmless, then, in the absence of actual knowledge by
the Trust Administrator that such Certificate has been acquired by a protected
purchaser (within the meaning of Article 8 of the Uniform Commercial Code as in
effect in the State of New York), the Trust Administrator shall execute,
authenticate and deliver in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Certificate, a new Certificate of the same Class and
of like denomination and Percentage Interest. Upon the issuance of any new
Certificate under this Section, the Trust Administrator may require the payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in relation thereto and any other expenses (including the fees and
expenses of the Trust Administrator) connected therewith. Any replacement
Certificate issued pursuant to this Section shall constitute complete and
indefeasible evidence of ownership in the applicable REMIC created hereunder, as
if originally issued, whether or not the lost, stolen or destroyed Certificate
shall be found at any time.

                  SECTION 5.04. Persons Deemed Owners.

                  The Depositor, the Servicer, the Trustee, the Trust
Administrator and any agent of any of them may treat the Person in whose name
any Certificate is registered as the owner of such Certificate for the purpose
of receiving distributions pursuant to Section 4.01 and for all other purposes
whatsoever, and none of the Depositor, the Servicer, the Trustee, the Trust
Administrator or any agent of any of them shall be affected by notice to the
contrary.

                  SECTION 5.05. Certain Available Information.

                  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 such 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 of
Certificate Owner 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 related private placement memorandum or other disclosure
document relating to such Class of 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) all certifications delivered by a Responsible Officer of the
Trustee or a Responsible Officer of the Trust Administrator since the Closing
Date pursuant to Section 10.01(h), (D) any and all Officers' Certificates
delivered to the Trustee or the Trust Administrator by the Servicer since the
Closing



                                     -111-
<PAGE>



Date to evidence the Servicer's determination that any Advance or Servicing
Advance was, or if made, would be a Nonrecoverable Advance or Nonrecoverable
Servicing Advance, respectively, and (E) any and all Officers' Certificates
delivered to the Trustee or the Trust Administrator by the Servicer since the
Closing Date pursuant to Section 4.04(a). Copies and mailing of any and all of
the foregoing items will be available from the Trust Administrator upon request
at the expense of the Person requesting the same.




                                     -112-
<PAGE>



                                   ARTICLE VI

                         THE DEPOSITOR AND THE SERVICER

                  SECTION 6.01. Liability of the Depositor and the Servicer.

                  The Depositor and the Servicer each shall be liable in
accordance herewith only to the extent of the obligations specifically imposed
by this Agreement upon them in their respective capacities as Depositor and
Servicer and undertaken hereunder by the Depositor and the Servicer herein.

                  SECTION 6.02. Merger or Consolidation of the Depositor or the
                                Servicer.

                  Subject to the following paragraph, the Depositor will keep in
full effect its existence, rights and franchises as a corporation under the laws
of the jurisdiction of its incorporation. Subject to the following paragraph,
the Servicer will keep in full effect its existence, rights and franchises as a
limited partnership under the laws of the jurisdiction of its formation. The
Depositor and the Servicer each will obtain and preserve its qualification to do
business as a foreign corporation in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, the Certificates or any of the Mortgage Loans
and to perform its respective duties under this Agreement.

                  The Depositor or the Servicer may be merged or consolidated
with or into any Person, or transfer all or substantially all of its assets to
any Person, in which case any Person resulting from any merger or consolidation
to which the Depositor or the Servicer shall be a party, or any Person
succeeding to the business of the Depositor or the Servicer, shall be the
successor of the Depositor or the Servicer, as the case may be, hereunder,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto, anything herein to the contrary notwithstanding;
provided, however, that the successor or surviving Person to the Servicer shall
be qualified to service mortgage loans on behalf of Fannie Mae or Freddie Mac;
and provided further that the Rating Agencies' ratings of the Class A
Certificates and the Mezzanine Certificates in effect immediately prior to such
merger or consolidation will not be qualified, reduced or withdrawn as a result
thereof (as evidenced by a letter to such effect from the Rating Agencies).

                  SECTION 6.03. Limitation on Liability of the Depositor, the
                                Servicer and Others.

                  None of the Depositor, the Servicer or any of the directors,
officers, employees or agents of the Depositor or the 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 Servicer or any such person against any
breach of warranties, representations or covenants made herein, or against any
specific liability imposed on the Servicer pursuant hereto, or against any
liability which would otherwise be imposed by reason of willful misfeasance, bad
faith or gross negligence in the performance of duties or by reason of reckless
disregard of obligations and duties hereunder. The Depositor, the Servicer and
any director, officer, employee or agent of the Depositor or the Servicer may
rely in good faith on any document of any



                                     -113-
<PAGE>



kind which, prima facie, is properly executed and submitted by any Person
respecting any matters arising hereunder. The Depositor, the Servicer and any
director, officer, employee or agent of the Depositor or the Servicer 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
or the Certificates, other than any loss, liability or expense relating 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
gross negligence in the performance of duties hereunder or by reason of reckless
disregard of obligations and duties hereunder. Neither the Depositor nor the
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 good faith reasonable opinion, does not involve it in any
expense or liability; provided, however, that each of the Depositor and the
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 Servicer acts without the consent of
Holders of Certificates entitled to at least 51% of the Voting Rights, 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 gross 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 and the Servicer shall be
entitled to be reimbursed therefor from the Collection Account as and to the
extent provided in Section 3.11, any such right of reimbursement being prior to
the rights of the Certificateholders to receive any amount in the Collection
Account.

                  SECTION 6.04. Limitation on Resignation of the Servicer.

                  (a) The 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 or as provided in Section
6.04(c). Any such determination pursuant to the preceding sentence permitting
the resignation of the Servicer shall be evidenced by an Opinion of Counsel to
such effect obtained at the expense of the Servicer and delivered to the
Trustee, the Certificate Insurer and the Trust Administrator. No resignation of
the Servicer shall become effective until the Trust Administrator or a successor
servicer acceptable to the Certificate Insurer, shall have assumed the
Servicer's responsibilities, duties, liabilities (other than those liabilities
arising prior to the appointment of such successor) and obligations under this
Agreement.

                  (b) Except as expressly provided herein, the Servicer shall
not assign or transfer any of its rights, benefits or privileges hereunder to
any other Person, or delegate to or subcontract with, or authorize or appoint
any other Person to perform any of the duties, covenants or obligations to be
performed by the Servicer hereunder. The foregoing prohibition on assignment
shall not prohibit the Servicer from designating a Sub-Servicer as payee of any
indemnification amount payable to the Servicer hereunder; provided, however,
that as provided in Section 3.02 hereof, no Sub-Servicer shall be a third-party
beneficiary hereunder and the parties hereto shall not be required to recognize
any Subservicer as an indemnitee under this Agreement.

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




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                  The Servicer shall afford (and any Sub-Servicing Agreement
shall provide that each Sub-Servicer shall afford) the Depositor, the
Certificate Insurer, the Trust Administrator and the Trustee, upon reasonable
notice, during normal business hours, access to all records maintained by the
Servicer (and any such Sub-Servicer) in respect of the Servicer's rights and
obligations hereunder and access to officers of the Servicer (and those of any
such Sub-Servicer) responsible for such obligations. Upon request, the Servicer
shall furnish to the Depositor, the Certificate Insurer, the Trust Administrator
and the Trustee its (and any such Sub-Servicer's) most recent financial
statements and such other information relating to the Servicer's capacity to
perform its obligations under this Agreement as it possesses (and that any such
Sub-Servicer possesses). To the extent such information is not otherwise
available to the public, the Depositor, the Trust Administrator and the Trustee
shall not disseminate any information obtained pursuant to the preceding two
sentences without the Servicer's written consent, except as required pursuant to
this Agreement or to the extent that it is appropriate to do so (i) in working
with legal counsel, auditors, taxing authorities or other governmental agencies,
(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 Certificate Insurer, the Trust Administrator, the Trustee or the
Trust Fund, and in any case, the Depositor, the Certificate Insurer, the Trust
Administrator or the Trustee, (iii) disclosure of any and all information that
is or becomes publicly known, or information obtained by the Trustee or the
Trust Administrator from sources other than the Depositor or the Servicer, (iv)
disclosure as required pursuant to this Agreement or (v) disclosure of any and
all information (A) in any preliminary or final offering circular, registration
statement or contract or other document pertaining to the transactions
contemplated by the Agreement approved in advance by the Depositor or the
Servicer or (B) to any affiliate, independent or internal auditor, agent,
employee or attorney of the Trustee or the Trust Administrator having a need to
know the same, provided that the Trustee or the Trust Administrator, as the case
may be, advises such recipient of the confidential nature of the information
being disclosed, shall use its best efforts to assure the confidentiality of any
such disseminated non-public information. The Depositor may, but is not
obligated to, enforce the obligations of the Servicer under this Agreement and
may, but is not obligated to, perform, or cause a designee to perform, any
defaulted obligation of the Servicer under this Agreement or exercise the rights
of the Servicer under this Agreement; provided that the Servicer shall not be
relieved of any of its obligations under this Agreement by virtue of such
performance by the Depositor or its designee. The Depositor shall not have any
responsibility or liability for any action or failure to act by the Servicer and
is not obligated to supervise the performance of the Servicer under this
Agreement or otherwise.

                  SECTION 6.06. Duties of the Credit Risk Manager.

                  For and on behalf of the Depositor, the Credit Risk Manager
will provide reports and recommendations concerning certain delinquent and
defaulted Mortgage Loans, and as to the collection of any Prepayment Charges
with respect to the Mortgage Loans. Such reports and recommendations will be
based upon information provided to the Credit Risk Manager pursuant to the
Credit Risk Management Agreement, and the Credit Risk Manager shall look solely
to the Servicer for all information and data (including loss and delinquency
information and data) relating to the servicing of the related Mortgage Loans.
Upon any termination of the Credit Risk Manager or the appointment of a
successor Credit Risk Manager, the Depositor shall give written notice thereof
to each Servicer, the Trustee, the Trust Administrator, the Certificate Insurer
and each Rating Agency. Notwithstanding the foregoing, the termination of the
Credit Risk Manager pursuant to this



                                     -115-
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Section shall not become effective until the appointment of a successor Credit
Risk Manager.

                  SECTION 6.07. Limitation Upon Liability of the Credit Risk
                                Manager.

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

                  SECTION 6.08. Removal of the Credit Risk Manager.

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



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<PAGE>



                                   ARTICLE VII

                                     DEFAULT

                  SECTION 7.01. Servicer Events of Default.

                  (a) "Servicer Event of Default," wherever used herein, means
any one of the following events:

                  (i) any failure by the Servicer to remit to the Trust
         Administrator for distribution to the Certificateholders any payment
         (other than an Advance required to be made from its own funds on any
         Servicer Remittance Date pursuant to Section 4.03) required to be made
         under the terms of the Certificates and this Agreement which continues
         unremedied for a period of two Business Days after the date upon which
         written notice of such failure, requiring the same to be remedied,
         shall have been given to the Servicer by the Depositor or the Trust
         Administrator (in which case notice shall be provided by telecopy), or
         to the Servicer, the Depositor and the Trust Administrator by the
         Holders of Certificates entitled to at least 25% of the Voting Rights;
         or

                  (ii) any failure on the part of the Servicer duly to observe
         or perform in any material respect any other of the covenants or
         agreements on the part of the Servicer contained in this Agreement, or
         the breach by the Servicer of any representation and warranty contained
         in Section 2.05, which continues unremedied for a period of 30 days (or
         if such failure or breach cannot be remedied within 30 days, then such
         remedy shall have been commenced within 30 days and diligently pursued
         thereafter; provided, however, that in no event shall such failure or
         breach be allowed to exist for a period of greater than 90 days) after
         the earlier of (i) the date on which written notice of such failure,
         requiring the same to be remedied, shall have been given to the
         Servicer by the Depositor or the Trust Administrator, or to the
         Servicer, the Depositor and the Trust Administrator by the Holders of
         Certificates entitled to at least 25% of the Voting Rights and (ii)
         actual knowledge of such failure by a Servicing Officer; or

                  (iii) a decree or order of a court or agency or supervisory
         authority having jurisdiction in the premises in an involuntary case
         under any present or future federal or state bankruptcy, insolvency or
         similar law or the appointment of a conservator or receiver or
         liquidator in any insolvency, readjustment of debt, marshalling of
         assets and liabilities or similar proceeding, or for the winding-up or
         liquidation of its affairs, shall have been entered against the
         Servicer and such decree or order shall have remained in force
         undischarged or unstayed for a period of 90 days; or

                  (iv) the Servicer shall consent to the appointment of a
         conservator or receiver or liquidator in any insolvency, readjustment
         of debt, marshalling of assets and liabilities or similar proceedings
         of or relating to it or of or relating to all or substantially all of
         its property; or

                  (v) the Servicer shall admit in writing its inability to pay
         its debts generally as they become due, file a petition to take
         advantage of any applicable insolvency or



                                     -117-
<PAGE>



         reorganization statute, make an assignment for the benefit of its
         creditors, or voluntarily suspend payment of its obligations; or

                  (vi) any failure by the Servicer of the Servicer Termination
         Trigger; or

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

                  If a Servicer Event of Default described in clauses (i)
through (vi) of this Section shall occur, then, and in each and every such case,
so long as such Servicer Event of Default shall not have been remedied, the
Depositor or the Trust Administrator may, and at the written direction of
Certificate Insurer or of the Holders of Certificates entitled to at least 51%
of Voting Rights, the Trust Administrator shall, by notice in writing to the
Servicer, the Certificate Insurer and the Depositor, terminate all of the rights
and obligations of the Servicer in its capacity as Servicer under this
Agreement, to the extent permitted by law, and in and to the Mortgage Loans and
the proceeds thereof. If the Trust Administrator shall not have received any
Advance on any Servicer Remittance Date required to be made by the Servicer from
its own funds pursuant to Section 4.03 by 3:00 p.m. on such Servicer Remittance
Date, the Trust Administrator shall, not later than 5:00 p.m. on such Servicer
Remittance Date, give written notice to the Servicer of the failure of the
Servicer to make such Advance, requiring the same to be remedied (such notice to
be provided by telecopy). If a Servicer Event of Default described in clause
(vii) hereof shall occur, the Trust Administrator shall, by notice in writing to
the Servicer, the Certificate Insurer and the Depositor, terminate all of the
rights and obligations of the Servicer in its capacity as Servicer under this
Agreement and in and to the Mortgage Loans and the proceeds thereof. On or after
the receipt by the Servicer of such written notice, all authority and power of
the Servicer under this Agreement, whether with respect to the Certificates
(other than as a Holder of any Certificate) or the Mortgage Loans or otherwise,
shall pass to and be vested in the Trust Administrator pursuant to and under
this Section, and, without limitation, the Trust Administrator is hereby
authorized and empowered, as attorney-in-fact or otherwise, to execute and
deliver, on behalf of and at the expense of the Servicer, any and all documents
and other instruments and to do or accomplish all other acts or things necessary
or appropriate to effect the purposes of such notice of termination, whether to
complete the transfer and endorsement or assignment of the Mortgage Loans and
related documents, or otherwise. The Servicer agrees promptly (and in any event
no later than ten Business Days subsequent to such notice) to provide the Trust
Administrator with all documents and records requested by it to enable it to
assume the Servicer's functions under this Agreement, and to cooperate with the
Trust Administrator in effecting the termination of the Servicer's
responsibilities and rights under this Agreement, including, without limitation,
the transfer within one Business Day to the Trust Administrator for
administration by it of all cash amounts which at the time shall be or should
have been credited by the Servicer to the Collection Account held by or on
behalf of the Servicer, the Distribution Account or any REO Account or Servicing
Account held by or on behalf of the Servicer or thereafter be received with
respect to the Mortgage Loans or any REO Property serviced by the Servicer
(provided, however, that the Servicer shall continue to be entitled to receive
all amounts accrued or owing to it under this Agreement on or prior to the date
of such termination, whether in respect of Advances or otherwise, and shall
continue to be entitled to the benefits of Section 6.03,



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<PAGE>



notwithstanding any such termination, with respect to events occurring prior to
such termination). For purposes of this Section 7.01, the Trust Administrator
shall not be deemed to have knowledge of a Servicer Event of Default unless a
Responsible Officer of the Trust Administrator assigned to and working in the
Trust Administrator's Corporate Trust Office has actual knowledge thereof or
unless written notice of any event which is in fact such a Servicer Event of
Default is received by the Trust Administrator and such notice references the
Certificates, the Trust Fund or this Agreement.

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

                  (a)(1) On and after the time the Servicer receives a notice of
termination, the Trust Administrator (and in the event the Trust Administrator
fails in its obligation, the Trustee) shall separately assume and become the
successor in all respects to the Servicer in its capacity as Servicer under this
Agreement and the transactions set forth or provided for herein, and all the
responsibilities, duties and liabilities relating thereto and arising thereafter
shall be assumed by the Trust Administrator or the Trustee, as applicable
(except for any representations or warranties of the Servicer under this
Agreement, the responsibilities, duties and liabilities contained in Section
2.05 and the obligation to deposit amounts in respect of losses pursuant to
Section 3.12) by the terms and provisions hereof including, without limitation,
the Servicer's obligations to make Advances pursuant to Section 4.03; provided,
however, that if the Trust Administrator or the Trustee, as applicable, is
prohibited by law or regulation from obligating itself to make advances
regarding delinquent mortgage loans, then the Trust Administrator or the
Trustee, as applicable, shall not be obligated to make Advances pursuant to
Section 4.03; and provided further, that any failure to perform such duties or
responsibilities caused by the Servicer's failure to provide information
required by Section 7.01 shall not be considered a default by the Trust
Administrator or the Trustee, as applicable, as successor to the Servicer
hereunder; and provided, further, it is understood and acknowledged by the
parties hereto that, upon the succession of the Trust Administrator or the
Trustee, as applicable, as successor Servicer, without limiting the obligation
of such successor Servicer to perform the Servicer's obligations to make
Advances pursuant to Section 4.03, there will be a period of transition (not to
exceed 90 days) before the operational aspects of the servicing transfer are
fully effected. As compensation therefor, the Trust Administrator or the
Trustee, as applicable, shall be entitled to the Servicing Fee and all funds
relating to the Mortgage Loans to which the Servicer would have been entitled if
it had continued to act hereunder. Notwithstanding the above and subject to
Section 7.02(a)(2) below, the Trust Administrator or the Trustee, as applicable,
may, if it shall be unwilling to so act, or shall, if it is unable to so act or
if it is prohibited by law from making advances regarding delinquent mortgage
loans or if the Holders of Certificates entitled to at least 51% of the Voting
Rights so request in writing to the Trust Administrator or the Trustee, as
applicable, promptly appoint or petition a court of competent jurisdiction to
appoint, an established mortgage loan servicing institution acceptable to each
Rating Agency without qualification, withdrawal or downgrading of the ratings
then assigned to any of the Certificates and having a net worth of not less than
$15,000,000, as the successor to the Servicer under this Agreement in the
assumption of all or any part of the responsibilities, duties or liabilities of
the Servicer under this Agreement. If no Certificate Insurer Default has
occurred and is continuing, the Certificate Insurer shall have the right to
consent to any successor Servicer which the Trust Administrator or the Trustee,
as applicable, may propose to appoint.




                                     -119-
<PAGE>



                  All Servicing Transfer Costs shall be paid by the predecessor
Servicer upon presentation of reasonable documentation of such costs (provided,
that if the Trust Administrator or the Trustee, as applicable, is the
predecessor Servicer by reason of this Section 7.02, such costs shall be paid by
the Servicer preceding the Trust Administrator or the Trustee, as applicable, as
Servicer), and if such predecessor or initial Servicer, as applicable, defaults
in its obligation to pay such costs, such costs shall be paid by the successor
Servicer or the Trust Administrator (in which case the successor Servicer or the
Trust Administrator, as applicable, shall be entitled to reimbursement therefor
from the assets of the Trust Fund).

                  (2) No appointment of a successor to the Servicer under this
Agreement shall be effective until the assumption by the successor of all of the
Servicer's responsibilities, duties and liabilities hereunder. In connection
with such appointment and assumption described herein, the Trust Administrator
or the Trustee, as applicable, may make such arrangements for the compensation
of such successor out of payments on Mortgage Loans as it and such successor
shall agree; provided, however, that no such compensation shall be in excess of
that permitted the Servicer as such hereunder. The Depositor, the Trustee, the
Trust Administrator and such successor shall take such action, consistent with
this Agreement, as shall be necessary to effectuate any such succession. Pending
appointment of a successor to the Servicer under this Agreement, the Trust
Administrator or the Trustee, as applicable, shall act in such capacity as
hereinabove provided.

                  (b) In connection with the termination or resignation of the
Servicer hereunder, either (i) the successor servicer, including the Trust
Administrator or the Trustee, as applicable, if the Trust Administrator or the
Trustee, as applicable, is acting as successor Servicer, shall represent and
warrant that it is a member of MERS in good standing and shall agree to comply
in all material respects with the rules and procedures of MERS in connection
with the servicing of the Mortgage Loans that are registered with MERS, in which
case the predecessor Servicer shall cooperate with the successor Servicer in
causing MERS to revise its records to reflect the transfer of servicing to the
successor Servicer as necessary under MERS' rules and regulations, or (ii) the
predecessor Servicer shall cooperate with the successor Servicer in causing MERS
to execute and deliver an assignment of Mortgage in recordable form to transfer
the Mortgage from MERS to the Trustee and to execute and deliver such other
notices, documents and other instruments as may be necessary or desirable to
effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on
the MERS(R) System to the successor Servicer. The predecessor Servicer shall
file or cause to be filed any such assignment in the appropriate recording
office. The predecessor Servicer shall bear any and all fees of MERS, costs of
preparing any assignments of Mortgage, and fees and costs of filing any
assignments of Mortgage that may be required under this Section 7.02(c).

                  SECTION 7.03. Notification to Certificateholders.

                  (a) Upon any termination of the Servicer pursuant to Section
7.01 above or any appointment of a successor to the Servicer pursuant to Section
7.02 above, the Trust Administrator shall give prompt written notice thereof to
Certificateholders and the Certificate Insurer at their respective addresses
appearing in the Certificate Register.

                  (b) Not later than the later of 60 days after the occurrence
of any event, which constitutes or which, with notice or lapse of time or both,
would constitute a Servicer Event of Default or five days after a Responsible
Officer of the Trust Administrator becomes aware of the



                                     -120-
<PAGE>



occurrence of such an event or receives written notice of such event in the
manner set forth in Section 11.05, the Trust Administrator shall transmit by
mail to the Certificate Insurer and all Holders of Certificates notice of each
such occurrence, unless such default or Servicer Event of Default shall have
been cured or waived.

                  SECTION 7.04. Waiver of Servicer Events of Default.

                  The Holders representing at least 66% of the Voting Rights
evidenced by all Classes of Certificates affected by any default or Servicer
Event of Default hereunder may waive such default or Servicer Event of Default;
provided, however, that a default or Servicer Event of Default under clause (i)
or (vii) of Section 7.01 may be waived only by all of the Holders of the Regular
Certificates. Upon any such waiver of a default or Servicer Event of Default,
such default or Servicer Event of Default shall cease to exist and shall be
deemed to have been remedied for every purpose hereunder. No such waiver shall
extend to any subsequent or other default or Servicer Event of Default or impair
any right consequent thereon except to the extent expressly so waived.




                                     -121-
<PAGE>


                                  ARTICLE VIII

                             CONCERNING THE TRUSTEE

                  SECTION 8.01. Duties of Trustee and Trust Administrator.

                  Each of the Trustee and the Trust Administrator, prior to the
occurrence of a Servicer Event of Default and after the curing of all Servicer
Events of Default which may have occurred, undertakes to perform such duties and
only such duties as are specifically set forth in this Agreement. During a
Servicer Event of Default, each of the Trustee and the Trust Administrator shall
exercise such of the rights and powers vested in it by this Agreement, and use
the same degree of care and skill in their exercise as a prudent person would
exercise or use under the circumstances in the conduct of such person's own
affairs. Any permissive right of the Trustee or the Trust Administrator
enumerated in this Agreement shall not be construed as a duty.

                  Each of the Trustee and the Trust Administrator, upon receipt
of all resolutions, certificates, statements, opinions, reports, documents,
orders or other instruments furnished to it, which are specifically required to
be furnished pursuant to any provision of this Agreement, shall examine them to
determine whether they conform to the requirements of this Agreement. If any
such instrument is found not to conform to the requirements of this Agreement in
a material manner, it shall take such action as it deems appropriate to have the
instrument corrected, and if the instrument is not corrected to its
satisfaction, it will provide notice thereof to the Certificateholders and the
Certificate Insurer.

                  No provision of this Agreement shall be construed to relieve
the Trustee or the Trust Administrator from liability for its own negligent
action, its own negligent failure to act or its own misconduct; provided,
however, that:

                  (i) Prior to the occurrence of a Servicer Event of Default,
         and after the curing of all such Servicer Events of Default which may
         have occurred, the duties and obligations of each of the Trustee and
         the Trust Administrator shall be determined solely by the express
         provisions of this Agreement, neither the Trustee nor the Trust
         Administrator shall be liable except for the performance of such duties
         and obligations as are specifically set forth in this Agreement, no
         implied covenants or obligations shall be read into this Agreement
         against the Trustee or the Trust Administrator and, in the absence of
         bad faith on the part of the Trustee or the Trust Administrator, as
         applicable, the Trustee or the Trust Administrator, as the case may be,
         may conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, upon any certificates or
         opinions furnished to the Trustee or the Trust Administrator, as the
         case may be, that conform to the requirements of this Agreement;

                  (ii) Neither the Trustee nor the Trust Administrator shall be
         personally liable for an error of judgment made in good faith by a
         Responsible Officer or Responsible Officers of it unless it shall be
         proved that it was negligent in ascertaining the pertinent facts; and

                  (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



                                     -122-
<PAGE>



         with the direction of the Holders of Certificates entitled to at least
         25% of the Voting Rights or the Certificate Insurer relating to the
         time, method and place of conducting any proceeding for any remedy
         available to it or exercising any trust or power conferred upon it
         under this Agreement.

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

                  (a) Except as otherwise provided in Section 8.01:

                  (i) Each of the Trustee and the Trust Administrator may
         request and conclusively rely upon and shall be fully protected in
         acting or refraining from acting upon any resolution, Officers'
         Certificate, certificate of auditors or any other certificate,
         statement, instrument, opinion, report, notice, request, consent,
         order, appraisal, bond or other paper or document reasonably believed
         by it to be genuine and to have been signed or presented by the proper
         party or parties;

                  (ii) Each of the Trustee and the Trust Administrator may
         consult with counsel and any Opinion of Counsel shall be full and
         complete authorization and protection in respect of any action taken or
         suffered or omitted by it hereunder in good faith and in accordance
         with such Opinion of Counsel;

                  (iii) Neither the Trustee nor the Trust Administrator be under
         any obligation to exercise any of the trusts or powers vested in it by
         this Agreement or to institute, conduct or defend any litigation
         hereunder or in relation hereto at the request, order or direction of
         any of the Certificateholders, pursuant to the provisions of this
         Agreement, unless such Certificateholders shall have offered to the
         Trustee or the Trust Administrator, as applicable, security or
         indemnity reasonably satisfactory to it against the costs, expenses and
         liabilities which may be incurred therein or thereby; nothing contained
         herein shall, however, relieve the Trustee or the Trust Administrator
         of the obligation, upon the occurrence of a Servicer Event of Default
         (which has not been cured or waived), to exercise such of the rights
         and powers vested in it by this Agreement, and to use the same degree
         of care and skill in their exercise as a prudent person would exercise
         or use under the circumstances in the conduct of such person's own
         affairs;

                  (iv) Neither the Trustee nor the Trust Administrator shall be
         personally liable for any action taken, suffered or omitted by it in
         good faith and believed by it to be authorized or within the discretion
         or rights or powers conferred upon it by this Agreement;

                  (v) Prior to the occurrence of a Servicer Event of Default
         hereunder and after the curing of all Servicer Events of Default which
         may have occurred, neither the Trustee nor the Trust Administrator
         shall be bound to make any investigation into the facts or matters
         stated in any resolution, certificate, statement, instrument, opinion,
         report, notice, request, consent, order, approval, bond or other paper
         or document, unless requested in writing to do so by the Holders of
         Certificates entitled to at least 25% of the Voting Rights; provided,
         however, that if the payment within a reasonable time to the Trustee or
         the Trust Administrator, as applicable, of the costs, expenses or
         liabilities likely to be incurred by it



                                     -123-
<PAGE>



         in the making of such investigation is, in the opinion of the Trustee
         or the Trust Administrator, as applicable, not reasonably assured to
         the Trustee or the Trust Administrator, as applicable, by such
         Certificateholders, the Trustee or the Trust Administrator, as
         applicable, may require indemnity reasonably satisfactory to it against
         such expense or liability from such Certificateholders as a condition
         to taking any such action;

                  (vi) Each of the Trustee and the Trust Administrator may
         execute any of the trusts or powers hereunder or perform any duties
         hereunder either directly or by or through agents, accountants or
         attorneys, and neither the Trustee nor the Trust Administrator shall be
         responsible for any misconduct or negligence on the part of any agents,
         accountants or attorneys appointed with due care by it hereunder; and

                  (vii) Neither the Trustee nor the Trust Administrator shall
         have any obligation to invest and reinvest any cash held in the absence
         of timely and specific written investment direction from the Servicer
         or the Depositor. In no event shall the Trustee or the Trust
         Administrator be liable for the selection of investments or for
         investment losses incurred thereon. Neither the Trustee nor the Trust
         Administrator shall have a any liability in respect of losses incurred
         as a result of the liquidation of any investment incurred as a result
         of the liquidation of any investment prior to its stated maturity or
         the failure of the Servicer or any Holder of a Class CE Certificate to
         provide timely written investment direction.

                  (b) All rights of action under this Agreement or under any of
         the Certificates, enforceable by the Trustee or the Trust
         Administrator, may be enforced by it without the possession of any of
         the Certificates, or the production thereof at the trial or other
         proceeding relating thereto, and any such suit, action or proceeding
         instituted by the Trustee or the Trust Administrator shall be brought
         in its name for the benefit of the Trustee and 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, on behalf of the Trustee, and the
authentication of the Trust Administrator on the Certificates, the
acknowledgments of the Trustee and the Trust Administrator contained in Article
II and the representations and warranties of the Trustee and the Trust
Administrator in Section 8.13) 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 with respect to such party 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 or of MERS or the
MERS(R) System. Neither the Trustee nor the Trust Administrator shall be
accountable for the use or application by the Depositor of any of the
Certificates or of the proceeds of such Certificates, or for the use or
application of any funds paid to the Depositor or the Servicer in respect of the
Mortgage Loans or deposited in or withdrawn from the Collection Account by the
Servicer, other than, in the case of the Trust Administrator, any funds held by
or on behalf of the Trust Administrator in accordance with Section 3.10, subject
to Section 8.01.



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                  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.

                  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 Trust
Administration Fee. The fees of the Trustee hereunder shall be paid in
accordance with a side letter agreement between the Trustee and the Trust
Administrator and at the sole expense of the Trust Administrator.

                  (b) The Trustee, or any director, officer, employee or agent
of the Trustee shall be indemnified by the Trust Fund and held harmless against
any loss, liability or expense (not including expenses, disbursements and
advances incurred or made by the Trustee 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)
incurred by the Trustee in connection with the acceptance or administration of
its obligations and duties under this Agreement, other than any loss, liability
or expense (i) resulting from a breach of the Servicer's obligations and duties
under this Agreement (for which the Servicer shall indemnify pursuant to Section
8.05(d)), (ii) for which the Trust Administrator shall indemnify pursuant to
Section 10.03, (iii) for the signing Tax Returns pursuant to Section 10.01(d) or
for which the Trustee shall indemnify pursuant to Section 10.03 or (iv) any
loss, liability or expense incurred by reason of its willful misfeasance, bad
faith or negligence in the performance of its duties hereunder or by reason of
reckless disregard of the Trustee's obligations and duties hereunder. Any
amounts payable to the Trustee, or any director, officer, employee or agent of
the Trustee in respect of the indemnification provided by this paragraph (b), or
pursuant to any other right of reimbursement from the Trust Fund that the
Trustee, or any director, officer, employee or agent of the Trustee, may have
hereunder in its capacity as such, shall be paid to the Trustee by the Trust
Administrator from funds on deposit in the Distribution Account at any time.

                  (c) The Trust Administrator, or any director, officer,
employee or agent of the Trust Administrator shall be indemnified by the Trust
Fund and held harmless against any loss, liability or expense (not including
expenses, disbursements and advances incurred or made by the Trust Administrator
including the compensation and the expenses and disbursements of its agents and
counsel, in the ordinary course of the Trust Administrator's performance in
accordance with the provisions of this Agreement) incurred by the Trust
Administrator in connection with the acceptance or administration of its
obligations and duties under this Agreement, other than any loss, liability or
expense (i) resulting from a breach of the Servicer's obligations and duties
under this Agreement (for which the Servicer shall indemnify pursuant to Section
8.05(d)), (ii) for which the Trustee shall indemnify pursuant to Section 10.03,
(iii) for preparing and filing Tax Returns pursuant to Section 10.01(d) or for
which the Trust Administrator shall indemnify pursuant to Section 10.03 or (iv)
any loss, liability or expense incurred by reason of its willful misfeasance,
bad faith or negligence in the performance of its duties hereunder or as a
result of a breach, or by reason of reckless disregard, of the Trust
Administrator's obligations and duties hereunder. Any amounts payable to the
Trust Administrator, or any director, officer, employee or agent of the Trust
Administrator in respect of



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the indemnification provided by this paragraph (c), or pursuant to any other
right of reimbursement from the Trust Fund that the Trust Administrator, or any
director, officer, employee or agent of the Trust Administrator, may have
hereunder in its capacity as such, may be withdrawn from and paid to the Trust
Administrator from funds on deposit in the Distribution Account at any time.

                  (d) The Servicer agrees to indemnify the Trustee and the Trust
Administrator from, and hold each of them harmless against, any loss, liability
or expense resulting from a breach of the Servicer's obligations and duties
under this Agreement. Such indemnity shall survive the termination or discharge
of this Agreement or the resignation or removal of the Trustee or the Trust
Administrator. Any payment pursuant to this Section 8.05(d) made by the Servicer
to the Trustee or the Trust Administrator shall be from the Servicer's own
funds, without reimbursement from the Trust Fund therefor.

                  (e) [Reserved].

                  (f) The provisions of this Section 8.05 shall survive the
termination of this Agreement or the earlier resignation or removal of the
Trustee or the Trust Administrator.

                  SECTION 8.06. Eligibility Requirements for Trustee and Trust
                                Administrator.

                  Each of the Trustee and the Trust Administrator hereunder
shall at all times be a corporation or an association (other than the Depositor,
the Seller, the Servicer or any Affiliate of the foregoing) organized and doing
business under the laws of any state or the United States of America, authorized
under such laws to exercise corporate trust powers, having a combined capital
and surplus of at least $50,000,000 and subject to supervision or examination by
federal or state authority. If such corporation or association publishes reports
of conditions at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then for the purposes of this
Section the combined capital and surplus of such corporation or association
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. In case at any time the Trustee or the
Trust Administrator shall cease to be eligible in accordance with the provisions
of this Section, the Trustee or the Trust Administrator, as the case may be,
shall resign immediately in the manner and with the effect specified in Section
8.07.

                  SECTION 8.07. Resignation and Removal of the Trustee or the
                                Trust Administrator.

                  Either the Trustee or the Trust Administrator may at any time
resign and be discharged from the trust hereby created by giving written notice
thereof to the Depositor, the Servicer, the Certificate Insurer, the
Certificateholders, and, if the Trustee is resigning, to the Trust
Administrator, or, if the Trust Administrator is resigning, to the Trustee. Upon
receiving such notice of resignation, the Depositor shall promptly appoint a
successor Trustee or Trust Administrator acceptable to the Certificate Insurer,
whose consent shall not be unreasonably withheld (which may be the same Person
in the event both the Trustee and the Trust Administrator resign or are
removed), by written instrument, in duplicate, which instrument shall be
delivered to the resigning Trustee or Trust Administrator and to the successor
Trustee or Trust Administrator, as applicable. A copy of such instrument shall
be delivered to the Certificateholders, the Certificate Insurer, the Trustee or
Trust Administrator, as applicable, and the Servicer by the Depositor. If no
successor Trustee or



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Trust Administrator shall have been so appointed and have accepted appointment
within 30 days after the giving of such notice of resignation, the Certificate
Insurer may appoint a successor Trustee, and if the Certificate Insurer fails to
do so within 30 days, the resigning Trustee or Trust Administrator, as
applicable, may petition any court of competent jurisdiction for the appointment
of a successor Trustee or Trust Administrator, as applicable.

                  If at any time the Trustee or the Trust Administrator shall
cease to be eligible in accordance with the provisions of Section 8.06 and shall
fail to resign after written request therefor by the Depositor (or in the case
of the Trust Administrator, the Trustee), or if at any time the Trustee or the
Trust Administrator shall become incapable of acting, or shall be adjudged
bankrupt or insolvent, or a receiver of the Trustee or the Trust Administrator
or of its property shall be appointed, or any public officer shall take charge
or control of the Trustee or the Trust Administrator of its property or affairs
for the purpose of rehabilitation, conservation or liquidation, then the
Depositor (or in the case of the Trust Administrator, the Trustee) may remove
the Trustee or the Trust Administrator, as applicable, (with the consent of the
Certificate Insurer) and appoint a successor Trustee or Trust Administrator
(which may be the same Person in the event both the Trustee and the Trust
Administrator resign or are removed) by written instrument, in duplicate, which
instrument shall be delivered to the Trustee or Trust Administrator, as the case
may be, so removed and to the successor Trustee or Trust Administrator. A copy
of such instrument shall be delivered to the Certificateholders, Certificate
Insurer and the Servicer by the Depositor. 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, then
the Certificate Insurer may appoint a successor Trustee or Trust Administrator,
as applicable.

                  The Holders of Certificates entitled to at least 51% of the
Voting Rights may at any time remove the Trustee or the Trust Administrator and
appoint a successor Trustee or Trust Administrator by written instrument or
instruments, in triplicate, signed by such Holders or their attorneys-in-fact
duly authorized, one complete set of which instruments shall be delivered to the
Depositor, one complete set to the Trustee or to the Trust Administrator, as the
case may be, so removed and one complete set to the successor so appointed. A
copy of such instrument shall be delivered to the Certificateholders and the
Servicer by the Depositor. In addition, if the Trustee has knowledge that the
Trust Administrator has breached any of its duties under this Agreement, the
Trustee may remove the Trust Administrator in the same manner as provided in the
prior sentence. For purposes of this Section, the Trustee shall not be deemed to
have knowledge of a breach by the Trust Administrator of any of its duties
hereunder, unless a Responsible Officer of the Trustee , assigned to and working
in the Trustee's Corporate Trust Office has actual knowledge thereof or unless
written notice of any event which is in fact such a breach is received by the
Trustee, and such notice references the Certificates, the Trust Fund or this
Agreement.

                  Any resignation or removal of the Trustee or the Trust
Administrator and appointment of a successor Trustee or Trust Administrator, as
the case may be, pursuant to any of the provisions of this Section shall not
become effective until acceptance of appointment by the successor Trustee or
Trust Administrator as provided in Section 8.08. Notwithstanding the foregoing,
in the event the Trust Administrator advises the Trustee in writing that it is
unable to continue to perform its obligations pursuant to the terms of this
Agreement, prior to the appointment of a successor, the Trustee may remove the
Trust Administrator, shall be entitled to the same rights, compensation, and
indemnities as are otherwise payable to the Trust Administrator, and shall be
obligated to perform



                                     -127-
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the Trust Administrator's obligations until a new Trust Administrator is
appointed; provided, however, the Trustee shall not be liable or responsible for
any liabilities of obligations of the Trust Administrator arising or incurred by
the Trust Administrator prior to the time that the Trustee begins to perform
such obligations, other than the obligation of the Trust Administrator in its
capacity as successor to the Servicer to make Advances (it being understood
that, immediately upon the Trustee's becoming obligated to perform the
obligations of the Trust Administrator, the Trustee shall be responsible for
making any Advances that were required to have been made by the Trust
Administrator but which the Trust Administrator shall have failed to make, but
the Trustee shall not have any liability for the failure of such Advances to
have been made by the Trust Administrator at the time they were required to have
been made). Such performance shall be without prejudice to any claim by a party
hereto or beneficiary hereof resulting from the Trust Administrator's breach of
its obligations hereunder.

                  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 Certificate Insurer, the Trustee or the Trust Administrator, as
applicable, and its predecessor Trustee or Trust Administrator an instrument
accepting such appointment hereunder, and thereupon the resignation or removal
of the predecessor Trustee or Trust Administrator shall become effective and
such successor Trustee or Trust Administrator, without any further act, deed or
conveyance, shall become fully vested with all the rights, powers, duties and
obligations of its predecessor hereunder, with the like effect as if originally
named as Trustee or Trust Administrator herein. The predecessor Trustee or Trust
Administrator shall deliver to the successor Trustee or Trust Administrator all
Mortgage Files and related documents and statements to the extent held by it
hereunder, as well as all moneys, held by it hereunder, and the Depositor and
the predecessor Trustee or Trust Administrator shall execute and deliver such
instruments and do such other things as may reasonably be required for more
fully and certainly vesting and confirming in the successor Trustee or Trust
Administrator all such rights, powers, duties and obligations.

                  No successor Trustee or Trust Administrator shall accept
appointment as provided in this Section unless at the time of such acceptance
such successor Trustee or Trust Administrator shall be eligible under the
provisions of Section 8.06 and the appointment of such successor Trustee or
Trust Administrator shall not result in a downgrading of any Class of
Certificates by 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, the Depositor shall mail notice of
the succession of such Trustee or Trust Administrator hereunder to the
Certificate Insurer and all Holders of Certificates at their addresses as shown
in the Certificate Register. If the Depositor fails to mail such notice within
10 days after acceptance of appointment by the successor Trustee or Trust
Administrator, the successor Trustee or Trust Administrator shall cause such
notice to be mailed at the expense of the Depositor.

                  Notwithstanding anything to the contrary contained herein, so
long as no Certificate Insurer Default exists, the appointment of any successor
Trustee or successor Trust Administrator pursuant to any provision of this
Agreement will be subject to the prior written consent of the Certificate
Insurer.



                                     -128-
<PAGE>



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

                  Any corporation or association into which either the Trustee
or the Trust Administrator may be merged or converted or with which it may be
consolidated or any corporation or association resulting from any merger,
conversion or consolidation to which the Trustee or the Trust Administrator, as
the case may be, shall be a party, or any corporation or association succeeding
to the business of the Trustee or the Trust Administrator, as applicable, shall
be the successor of the Trustee or the Trust Administrator, as the case may be,
hereunder, provided such corporation or association shall be eligible under the
provisions of Section 8.06, without the execution or filing of any paper or any
further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding.

                  SECTION 8.10. Appointment of Co-Trustee or Separate Trustee.

                  Notwithstanding any other provisions hereof, at any time, for
the purpose of meeting any legal requirements of any jurisdiction in which any
part of REMIC I or property securing the same may at the time be located, the
Servicer and the Trustee acting jointly shall have the power and shall execute
and deliver all instruments to appoint one or more Persons approved by the
Trustee to act as co-trustee or co-trustees, jointly with the Trustee, or
separate trustee or separate trustees, of all or any part of REMIC I, and to
vest in such Person or Persons, in such capacity, such title to REMIC I, or any
part thereof, and, subject to the other provisions of this Section 8.10, such
powers, duties, obligations, rights and trusts as the Servicer and the Trustee
may consider necessary or desirable. Any such co-trustee or separate trustee
shall be subject to the written approval of the Servicer. If the Servicer shall
not have joined in such appointment within 15 days after the receipt by it of a
request so to do, or in case a Servicer Event of Default shall have occurred and
be continuing, the Trustee alone shall have the power to make such appointment.
No co-trustee or separate trustee hereunder shall be required to meet the terms
of eligibility as a successor trustee under Section 8.06 hereunder and no notice
to Holders of Certificates of the appointment of co- trustee(s) or separate
trustee(s) shall be required under Section 8.08 hereof. The Servicer shall be
responsible for the fees of any co-trustee or separate trustee appointed under
this Section 8.10.

                  In the case of any appointment of a co-trustee or separate
trustee pursuant to this Section 8.10, all rights, powers, duties and
obligations conferred or imposed upon the Trustee shall be conferred or imposed
upon and exercised or performed by the Trustee and such separate trustee or
co-trustee jointly, except to the extent that under any law of any jurisdiction
in which any particular act or acts are to be performed by the Trustee (whether
as Trustee hereunder or as successor to the Servicer hereunder), the Trustee
shall be incompetent or unqualified to perform such act or acts, in which event
such rights, powers, duties and obligations (including the holding of title to
REMIC I or any portion thereof in any such jurisdiction) shall be exercised and
performed by such separate trustee or co-trustee at the direction of the
Trustee.

                  Any notice, request or other writing given to the Trustee
shall be deemed to have been given to each of the then separate trustees and
co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee or co-trustee shall refer to this Agreement and
the conditions of this Article VIII. Each separate trustee and co-trustee, upon
its acceptance of the trust conferred, shall be vested with the estates or
property specified in its instrument of appointment, either jointly with the
Trustee or separately, as may be provided therein, subject to all the provisions



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<PAGE>



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 and a
copy thereof given to the Depositor and the Servicer.

                  Any separate trustee or co-trustee may, at any time,
constitute the Trustee, its agent or attorney-in-fact, with full power and
authority, to the extent not prohibited by law, to do any lawful act under or in
respect of this Agreement on its behalf and in its name. If any separate trustee
or co-trustee shall die, become incapable of acting, resign or be removed, all
of its estates, properties, rights, remedies and trusts shall vest in and be
exercised by the Trustee, to the extent permitted by law, without the
appointment of a new or successor trustee.

                  SECTION 8.11. Reserved.

                  SECTION 8.12. Appointment of Office or Agency.

                  The Trust Administrator will designate its Corporate Trust
Office 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 delivered.

                  SECTION 8.13. Representations and Warranties.

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

                  (i) In the case of the Trustee, it is a banking corporation
         duly organized, validly existing and in good standing under the laws of
         the State of New York, or in the case of the Trust Administrator, it is
         a national banking association duly organized, validly existing and in
         good standing under the laws of the United States.

                  (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 charter or bylaws.

                  (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.



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                                   ARTICLE IX

                                   TERMINATION

                  SECTION 9.01 Termination Upon Repurchase or Liquidation of All
                               Mortgage Loans.

                  (a) Subject to Section 9.02, the respective obligations and
responsibilities under this Agreement of the Depositor, the Servicer, the Trust
Administrator and the Trustee (other than the obligations of the Servicer to the
Trustee and the Trust Administrator pursuant to Section 8.05 and of the Servicer
to provide for and the Trust Administrator to make payments in respect of the
Regular Interests and the Classes of Certificates as hereinafter set forth)
shall terminate upon payment to the Certificateholders and the deposit of all
amounts held by or on behalf of the Trustee 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 (as defined below) 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. Subject to Section 3.10 hereof, the purchase by the
Terminator of all Mortgage Loans and each REO Property remaining in REMIC I
shall be at a price (the "Termination Price") equal to the greater of:

                  (A) the aggregate Purchase Price of all the Mortgage Loans
included in REMIC I, plus the appraised value of each REO Property, if any,
included in REMIC I, such appraisal to be conducted by an Independent appraiser
selected by (i) the Terminator and (ii) if the Class A Certificates or a Class
of Mezzanine Certificates will not receive all amounts owed to it as a result of
the termination, an Independent appraiser mutually agreed upon by the
Terminator, the Trust Administrator and the Trustee on behalf of the
Certificateholders and

                  (B) the aggregate fair market value of all of the assets of
REMIC I (as determined as of the close of business on the third Business Day
next preceding the date upon which notice of any such termination is furnished
to the Certificateholders pursuant to Section 9.01(c) by (i) the Terminator and
(ii) if the Class A Certificates or a Class of Mezzanine Certificates will not
receive all amounts owed to it as a result of the termination, an Independent
appraiser mutually agreed upon by the Terminator, the Trust Administrator and
the Trustee on behalf of the Certificateholders).

                  If the determination of the appraised value of each REO
Property pursuant to (A) above or the fair market value of the Mortgage Loans
and REO Properties pursuant to (B) above shall be required to be made by the
Terminator and an Independent appraiser as provided above, (i) such appraisal
shall be obtained at no expense to the Trustee or the Trust Administrator and
(ii) the Trustee and the Trust Administrator may conclusively rely on, and shall
be protected in relying on, such appraisal.

                  (b) The Holder of a majority in Percentage Interest of the
Class CE Certificates (provided that such Holder is not an affiliate of the
Seller or of Homecomings Financial Network,



                                     -131-
<PAGE>



Inc.) shall have the right, and if such Holder does not exercise such right, the
Servicer (or an Affiliate of the Servicer) shall have the right (the party
exercising such right, the "Terminator"), to purchase all of the Mortgage Loans
and each REO Property remaining in REMIC I pursuant to clause (i) of the
preceding paragraph no later than the Determination Date in the month
immediately preceding the Distribution Date on which the Certificates will be
retired; provided, however, that the Terminator may elect to purchase all of the
Mortgage Loans and each REO Property remaining in REMIC I pursuant to clause (i)
above only if (A) 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 as of the Cut-off Date, (B) either (x) the Certificate Insurer
shall have consented to such purchase (with a copy of such consent provided to
the Trust Administrator) or (y) after giving effect to the application of the
proceeds of such purchase, no claims under the Policy will occur and no
Reimbursement Amounts or any other amounts owing to the Certificate Insurer
under the Insurance Agreement will remain unreimbursed and (C) after giving
effect to the application of the proceeds of such purchase, the amounts
distributed on the Class CE Certificates and the Class P Certificates will
result in the payment of all interest accrued on, as well as amounts necessary
to retire the principal balance of, any net interest margin securities backed by
the Class CE Certificates and Class P Certificates. By acceptance of a Residual
Certificate, the Holders of the Residual Certificates agree, in connection with
any termination hereunder, to assign and transfer any amounts in excess of par,
and to the extent received in respect of such termination, to pay any such
amounts to the Holders of the Class CE Certificates.

                  (c) Notice of the liquidation of the Certificates shall be
given promptly by the Trust Administrator by letter to the Trustee, the
Certificate Insurer and the Certificateholders mailed (a) in the event such
notice is given in connection with the purchase of the Mortgage Loans and each
REO Property by the Terminator, not earlier than the 10th day and not later than
the 20th day of the month next preceding the month of the final distribution on
the related Certificates or (b) otherwise during the month of such final
distribution on or before the Determination Date in such month, in each case
specifying (i) the Distribution Date upon which the Trust Fund will terminate
and the final payment in respect of the REMIC I Regular Interests, as applicable
and the related Certificates will be made upon presentation and surrender of the
related 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 REMIC I Regular Interests or the related
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 related 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 of the final distribution on the related
Certificates an amount in immediately available funds equal to the
above-described purchase price. The Trust Administrator shall remit to the
Servicer from such funds deposited in the Distribution Account (i) any amounts
which the Servicer would be permitted to withdraw and retain from the Collection
Account pursuant to Section 3.11 and (ii) any other amounts otherwise payable by
the Trust Administrator to the Servicer from amounts on deposit in the
Distribution Account pursuant to the terms of this Agreement, in each case prior
to making any final distributions pursuant to Section 10.01(d) below. Upon
certification to the Trustee and the Trust Administrator by a Servicing Officer
of the making



                                     -132-
<PAGE>



of such final deposit, the Trustee shall promptly release to the Terminator the
Mortgage Files for the remaining Mortgage Loans, and the Trustee shall execute
all assignments, endorsements and other instruments necessary to effectuate such
transfer.

                  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 or the final payment on or other
         liquidation of the last Mortgage Loan or REO Property remaining in
         REMIC I pursuant to Section 9.01, the Trust Fund (or the applicable
         Trust REMIC) shall be terminated in accordance with the following
         additional requirements:

                  (i) The Trust Administrator shall specify the first day in the
         90-day liquidation period in a statement attached to each Trust REMIC's
         final Tax Return pursuant to Treasury regulation Section 1.860F-1 and
         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 Terminator;

                  (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 in respect of the Class R-I Interest all cash on hand in
         the Trust Fund (other than cash retained to meet claims), and the Trust
         Fund shall terminate at that time.

                  (b) At the expense of the requesting Terminator (or, if the
Trust Fund is being terminated as a result of the occurrence of the event
described in clause (ii) of the first paragraph of Section 9.01, at the expense
of the Depositor without the right of reimbursement from the Trust Fund), the
Terminator shall prepare or cause to be prepared the documentation required in
connection with the adoption of a plan of liquidation of each Trust REMIC
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) The Trust Administrator shall elect to treat each Trust
REMIC as a REMIC under the Code and, if necessary, under applicable state law.
Each such election will be made by the Trust Administrator on Form 1066 or other
appropriate federal tax or information return or any appropriate state return
for the taxable year ending on the last day of the calendar year in which the
Certificates are issued. For the purposes of the REMIC election in respect of
REMIC I, the REMIC I Regular Interests shall be designated as the Regular
Interests in REMIC I and the Class R-I Interest shall be designated as the
Residual Interest in REMIC I. The Class A Certificates, the Class M-1
Certificates, the Class M-2 Certificates, the Class M-3 Certificates and the
Class M-4 Certificates (exclusive of any right to receive payments from the Net
WAC Rate Carryover Reserve Account), the Class CE Interest and the Class P
Interest shall be designated as the Regular Interests in REMIC II and the Class
R-II Interest shall be designated as the Residual Interest in REMIC II. The
Class CE Certificates shall be designated as Regular Interests in REMIC III and
the Class R-III Interest shall be designated as the Residual Interest in REMIC
III. The Class P Certificates shall be designated as Regular Interests in REMIC
IV and the Class R-IV Interest shall be designated as the Residual Interest in
REMIC IV. Neither the Trustee nor the Trust Administrator shall permit the
creation of any "interests" in any Trust REMIC (within the meaning of Section
860G of the Code) other than the Regular Interests and the Residual Interests
named above.

                  (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 out of its own funds
(provided that, subject to Section 10.03(a) below and subject to the other
exclusions set forth in Section 8.05, the payment of such funds by the Trust
Administrator shall be reimbursable to the Trust Administrator pursuant to
Section 8.05 as an Extraordinary Trust Fund Expense) any and all expenses
relating to any tax audit of the Trust Fund (including, but not limited to, any
professional fees or any administrative or judicial proceedings with respect to
any Trust REMIC that involve the Internal Revenue Service or state tax
authorities), other than the expense of obtaining any tax related Opinion of
Counsel as specified herein. The Trust Administrator, as agent for each Trust
REMIC's tax matters person shall (i) act on behalf of the Trust Fund in relation
to any tax matter or controversy involving any Trust REMIC and (ii) represent
the Trust Fund in any administrative or judicial proceeding relating to an
examination or audit by any governmental taxing authority with respect thereto.
The holder of the largest Percentage Interest of Residual Certificates shall be
designated, in the manner provided under Treasury regulations section
1.860F-4(d) and Treasury regulations section 301.6231(a)(7)-1, as the tax
matters person of each Trust REMIC created hereunder. By their acceptance
thereof, the holder of the largest Percentage Interest of the Residual
Certificates hereby agrees to irrevocably appoint the Trust Administrator or an
Affiliate as its agent to perform all of the duties of the tax matters person
for the Trust Fund.

                  (d) The Trust Administrator shall prepare and the Trustee
(upon receipt of such Tax Returns from the Trust Administrator) shall sign and
the Trust Administrator shall file all of the



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<PAGE>



Tax Returns (including Form 8811, which must be filed within 30 days following
the Closing Date) in respect of each Trust REMIC created hereunder. The expenses
of preparing and filing such returns shall be borne by the Trust Administrator
without any right of reimbursement therefor.

                  (e) The Trust Administrator 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, as required by the Code, the REMIC
Provisions or other such compliance guidance, the Trust Administrator shall
provide (i) to any Transferor of a Residual Certificate such information as is
necessary for the application of any tax relating to the transfer of a Residual
Certificate to any Person who is not a Permitted Transferee, (ii) to the
Certificateholders such information or reports as are required by the Code or
the REMIC Provisions including reports relating to interest, original issue
discount and market discount or premium (using the Prepayment Assumption as
required) and (iii) to the Internal Revenue Service the name, title, address and
telephone number of the person who will serve as the representative of each
Trust REMIC. The Depositor shall provide or cause to be provided to the Trust
Administrator, within ten (10) days after the Closing Date, all information or
data that the Trust Administrator reasonably determines to be relevant for tax
purposes as to the valuations and issue prices of the Certificates, including,
without limitation, the price, yield, prepayment assumption and projected cash
flow of the Certificates.

                  (f) The Trustee, the Trust Administrator, the Servicer and the
Holders of Certificates shall take such action or cause the Trust REMIC to take
such action as shall be necessary to create or maintain the status thereof as a
REMIC under the REMIC Provisions. The Trustee, the Trust Administrator and the
Servicer shall not take any action or cause the Trust Fund to take any action or
fail to take (or fail to cause to be taken) any action that, under the REMIC
Provisions, if taken or not taken, as the case may be, could (i) endanger the
status of each Trust REMIC as a REMIC or (ii) result in the imposition of a tax
upon the Trust Fund (including but not limited to the tax on prohibited
transactions as defined in Section 860F(a)(2) of the Code and the tax on
contributions to a REMIC set forth in Section 860G(d) of the Code) (either such
event, an "Adverse REMIC Event") unless the Trustee has received an Opinion of
Counsel, addressed to the Trustee and the Trust Administrator (at the expense of
the party seeking to take such action but in no event at the expense of the
Trustee or the Trust Administrator) to the effect that the contemplated action
will not, with respect to any Trust REMIC, endanger such status or result in the
imposition of such a tax, nor shall the Servicer take or fail to take any action
(whether or not authorized hereunder) as to which the Trustee or the Trust
Administrator has advised it in writing that it has received an Opinion of
Counsel to the effect that an Adverse REMIC Event could occur with respect to
such action; provided that the Servicer may conclusively rely on such Opinion of
Counsel and shall incur no liability for its action or failure to act in
accordance with such Opinion of Counsel. In addition, prior to taking any action
with respect to any Trust REMIC or the respective assets of each, or causing any
Trust REMIC to take any action, which is not contemplated under the terms of
this Agreement, the Servicer consult with the Trustee and the Trust
Administrator or their designee, in writing, with respect to whether such action
could cause an Adverse REMIC Event to occur with respect to any Trust REMIC and
the Servicer shall not take any such action or cause any Trust REMIC to take any
such action as to which the Trustee or the Trust Administrator has advised it in
writing that an Adverse REMIC Event could occur; provided that the Servicer may
conclusively rely on such writing and shall incur no liability for its action or
failure to act in accordance with such writing. The



                                     -135-
<PAGE>



Trust Administrator and the Trustee may consult with counsel to make such
written advice, and the cost of same shall be borne by the party seeking to take
the action not permitted by this Agreement, but in no event shall such cost be
an expense of the Trustee or the Trust Administrator. At all times as may be
required by the Code, the Trustee, the Trust Administrator and the Servicer will
ensure that substantially all of the assets of REMIC I will consist of
"qualified mortgages" as defined in Section 860G(a)(3) of the Code and
"permitted investments" as defined in Section 860G(a)(5) of the Code, to the
extent such obligations are within the Trustee's, Trust Administrator's or
Servicer's, as applicable, control and not otherwise inconsistent with the terms
of this Agreement.

                  (g) In the event that any tax is imposed on "prohibited
transactions" of any Trust REMIC created hereunder as defined in Section
860F(a)(2) of the Code, on the "net income from foreclosure property" of such
REMIC as defined in Section 860G(c) of the Code, on any contributions to any
such REMIC after the Startup Day therefor pursuant to Section 860G(d) of the
Code, or any other tax is imposed by the Code or any applicable provisions of
state or local tax laws, such tax shall be charged (i) to the Trust
Administrator pursuant to Section 10.03 hereof, if such tax arises out of or
results from a breach by the Trust Administrator of any of its obligations under
this Article X, (ii) to the Trustee pursuant to Section 10.03 hereof, if such
tax arises out of or results from a breach by the Trustee of any of its
obligations under this Article X, (iii) to the Servicer pursuant to Section
10.03 hereof, if such tax arises out of or results from a breach by the Servicer
of any of its obligations under Article III or this Article X, or (iii) in all
other cases, against amounts on deposit in the Distribution Account and shall be
paid by withdrawal therefrom.

                  (h) On or before April 15 of each calendar year, commencing
April 15, 2004, the Trust Administrator shall deliver to each Rating Agency an
Officer's Certificate of the Trust Administrator stating the Trust
Administrator's compliance with this Article X.

                  (i) The Trust Administrator shall, for federal income tax
purposes, maintain books and records with respect to each Trust REMIC on a
calendar year and on an accrual basis.

                  (j) Following the Startup Day, none of the Servicer, the Trust
Administrator or the Trustee shall accept any contributions of assets to any
Trust REMIC other than in connection with any Qualified Substitute Mortgage Loan
delivered in accordance with Section 2.03 unless it shall have received an
Opinion of Counsel to the effect that the inclusion of such assets in the Trust
Fund will not cause any Trust REMIC to fail to qualify as a REMIC at any time
that any Certificates are outstanding or subject any Trust REMIC to any tax
under the REMIC Provisions or other applicable provisions of federal, state and
local law or ordinances.

                  (k) None of the Trustee, the Trust Administrator or the
Servicer shall enter into any arrangement by which any Trust REMIC will receive
a fee or other compensation for services nor knowingly permit any Trust REMIC to
receive any income from assets other than "qualified mortgages" as defined in
Section 860G(a)(3) of the Code or "permitted investments" as defined in Section
860G(a)(5) of the Code.




                                     -136-
<PAGE>



                  SECTION 10.02. Prohibited Transactions and Activities.

                  None of the Depositor, the Servicer, the Trust Administrator
or the Trustee shall sell, dispose of or substitute for any of the Mortgage
Loans (except in connection with (i) the foreclosure of a Mortgage Loan,
including but not limited to, the acquisition or sale of a Mortgaged Property
acquired by deed in lieu of foreclosure, (ii) the bankruptcy of REMIC I, (iii)
the termination of REMIC I pursuant to Article IX of this Agreement, (iv) a
substitution pursuant to Article II of this Agreement or (v) a purchase of
Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire any
assets for any Trust REMIC (other than REO Property acquired in respect of a
defaulted Mortgage Loan), nor sell or dispose of any investments in the
Collection Account or the Distribution Account for gain, nor accept any
contributions to any Trust REMIC after the Closing Date (other than a Qualified
Substitute Mortgage Loan delivered in accordance with Section 2.03), unless it
has received an Opinion of Counsel, addressed to the Trustee and the Trust
Administrator (at the expense of the party seeking to cause such sale,
disposition, substitution, acquisition or contribution but in no event at the
expense of the Trustee or the Trust Administrator) that such sale, disposition,
substitution, acquisition or contribution will not (a) affect adversely the
status of any Trust REMIC as a REMIC or (b) cause any Trust REMIC to be subject
to a tax on "prohibited transactions" or "contributions" pursuant to the REMIC
Provisions.

                  SECTION 10.03. Servicer, Trust Administrator and Trustee
                                 Indemnification.

                  (a) The Trustee agrees to indemnify the Trust Fund, the
Depositor, the Trust Administrator and the Servicer for any taxes and costs
including, without limitation, any reasonable attorneys' fees imposed on or
incurred by the Trust Fund, the Depositor, the Trust Administrator or the
Servicer as a result of a breach of the Trustee's covenants set forth in this
Article X.

                  (a) The Trust Administrator agrees to indemnify the Trust
Fund, the Depositor, the Trustee and the Servicer for any taxes and costs
including, without limitation, any reasonable attorneys' fees imposed on or
incurred by the Trust Fund, the Depositor, the Trustee or the Servicer as a
result of a breach of the Trust Administrator's covenants set forth in this
Article X.

                  (b) The Servicer agrees to indemnify the Trust Fund, the
Depositor, the Trust Administrator and the Trustee for any taxes and costs
including, without limitation, any reasonable attorneys' fees imposed on or
incurred by the Trust Fund, the Depositor, the Trust Administrator or the
Trustee, as a result of a breach of the Servicer's covenants set forth in
Article III or this Article X.





                                     -137-
<PAGE>



                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

                  SECTION 11.01. Amendment.

                  This Agreement may be amended from time to time by the
Depositor, the Servicer, the Trust Administrator and the Trustee without the
consent of any of the Certificateholders, but only with the prior written
consent of the Certificate Insurer, (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 4.06 or (iii) to make any other provisions with respect to matters or
questions arising under this Agreement which shall not be inconsistent with the
provisions of this Agreement, provided that such action shall not (as evidenced
by either (A) an Opinion of Counsel delivered to the Trustee and the Trust
Administrator or (B) written notice to the Depositor, the Servicer, the Trust
Administrator and the Trustee from each of 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) adversely
affect in any material respect the interests of any Certificateholder. No
amendment shall be deemed to adversely affect in any material respect the
interests of any Certificateholder who shall have consented thereto, and no
Opinion of Counsel or Rating Agency confirmation shall be required to address
the effect of any such amendment on any such consenting Certificateholder.
Notwithstanding the foregoing, neither an Opinion of Counsel nor written notice
to the Depositor, the Servicer, the Trust Administrator and the Trustee from the
Rating Agencies will be required in connection with an amendment to the
provisions of Section 4.06.

                  This Agreement may also be amended from time to time by the
Depositor, the Servicer, the Trust Administrator and the Trustee with the
consent of the Holders of Certificates entitled to at least 66% of the Voting
Rights and the Certificate Insurer 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 (as evidenced by either (A) an
Opinion of Counsel delivered to the Trustee, the Certificate Insurer and the
Trust Administrator or (B) written notice to the Depositor, the Servicer, the
Certificate Insurer, the Trust Administrator and the Trustee from each of the
Rating Agencies that such action will not result in the reduction or withdrawal
of the rating of any outstanding Class of Certificates with respect to which it
is a Rating Agency) in a manner, other than as described in (i), or (iii) modify
the consents required by the immediately preceding clauses (i) and (ii) without
the consent of the Holders of all Certificates then outstanding. Notwithstanding
any other provision of this Agreement, for purposes of the giving or withholding
of consents pursuant to this Section 11.01, Certificates registered in the name
of the Depositor or the Servicer or any Affiliate thereof shall be entitled to
Voting Rights with respect to matters affecting such Certificates.

                  Notwithstanding any contrary provision of this Agreement,
neither the Trustee nor the Trust Administrator shall consent to any amendment
to this Agreement unless it shall have first received an Opinion of Counsel to
the effect that such amendment (i) will not result in the imposition



                                     -138-
<PAGE>




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 and (ii) is authorized or permitted hereunder.

                  Promptly after the execution of any such amendment the Trust
Administrator shall furnish a copy of such amendment to each Certificateholder
and the Certificate Insurer.

                  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.

                  The Trustee or the Trust Administrator may, but shall not be
obligated to enter into any amendment pursuant to this Section that affects its
rights, duties and immunities under this Agreement or otherwise.

                  SECTION 11.02. Recordation of Agreement; Counterparts.

                  To the extent permitted by applicable law, this Agreement is
subject to recordation in all appropriate public offices for real property
records in all the counties or other comparable jurisdictions in which any or
all of the properties subject to the Mortgages are situated, and in any other
appropriate public recording office or elsewhere, such recordation to be
effected by the Servicer at the expense of the Certificateholders, but only upon
direction of the Certificate Insurer or Certificateholders accompanied by an
Opinion of Counsel to the effect that such recordation materially and
beneficially affects the interests of the Certificate Insurer or 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



                                     -139-
<PAGE>



obligations of the parties hereto, nor shall anything herein set forth, or
contained in the terms of any of the Certificates, be construed so as to
constitute the Certificateholders from time to time as partners or members of an
association; nor shall any Certificateholder be under any liability to any third
person by reason of any action taken by the parties to this Agreement pursuant
to any provision hereof.

                  No Certificateholder shall have any right by virtue of any
provision of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement, unless such
Holder previously shall have given to the Certificate Insurer, Trust
Administrator and the Trustee a written notice of default and of the continuance
thereof, as hereinbefore provided, and unless also the Holders of Certificates
entitled to at least 25% of the Voting Rights shall have made written request
upon the Trustee or the Trust Administrator to institute such action, suit or
proceeding in its own name as Trustee or Trust Administrator hereunder and shall
have offered to the Trustee or the Trust Administrator, as applicable, such
indemnity satisfactory to it against the costs, expenses and liabilities to be
incurred therein or thereby, and the Trustee or the Trust Administrator, for 15
days after its receipt of such notice, request and offer of indemnity, shall
have neglected or refused to institute any such action, suit or proceeding. It
is understood and intended, and expressly covenanted by each Certificateholder
with every other Certificateholder, the Trustee and the Trust Administrator,
that no one or more Holders of Certificates shall have any right in any manner
whatsoever by virtue of any provision of this Agreement to affect, disturb or
prejudice the rights of the Holders of any other of such Certificates, or to
obtain or seek to obtain priority over or preference to any other such Holder,
or to enforce any right under this Agreement, except in the manner herein
provided and for the equal, ratable and common benefit of all
Certificateholders. For the protection and enforcement of the provisions of this
Section, each and every Certificateholder, the Trustee and the Trust
Administrator shall be entitled to such relief as can be given either at law or
in equity.

                  SECTION 11.04. Governing Law.

                  This Agreement shall be construed in accordance with the laws
of the State of New York, without regard to the conflicts of laws provisions
thereof, and the obligations, rights and remedies of the parties hereunder shall
be determined in accordance with such laws, without regard to the conflicts of
laws provisions thereof.

                  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, 4th Floor, New York, New York
10013, Attention: Mortgage Finance (telecopy number (212) 723-8604), or such
other address or telecopy number as may hereafter be furnished to the Servicer,
the Trust Administrator, the Trustee and the Certificate Insurer in writing by
the Depositor, (b) in the case of the Servicer, 1 Home Campus, Des Moines, Iowa
50328-0001, Attention: John B. Brown, MAC X2401-042 with a copy to General
Counsel, MAC X2401-06T, or such other address or telecopy number as may
hereafter be furnished to the Trustee, the Trust Administrator, the Depositor
and the Certificate Insurer in writing by the Servicer, (c) in the case of the
Trust Administrator, P.O. Box 98, Columbia, Maryland 21046,



                                     -140-
<PAGE>



Attention: Client Manager -- CMLTI 2003-HE3, with a copy to it at its Corporate
Trust Office, or such other address or telecopy number as may hereafter be
furnished to the Trustee, the Servicer, the Depositor and the Certificate
Insurer in writing by the Trust Administrator, (d) in the case of the Trustee,
452 Fifth Avenue, New York, NY 10018, Attention: Issuer Services Dept., or such
other address or telecopy number as may hereafter be furnished to the Servicer,
the Trust Administrator, the Depositor and the Certificate Insurer in writing by
the Trustee and (e) in the case of the Certificate Insurer, Ambac Assurance
Corporation, One State Street Plaza, New York, New York 10004, Attention:
Consumer Asset-Backed Securities Group or such other address as may be furnished
to the Trustee, the Trust Administrator, the Servicer and the Depositor in
writing by the Certificate Insurer. Any notice required or permitted to be given
to a Certificateholder shall be given by first class mail, postage prepaid, at
the address of such Holder as shown in the Certificate Register. Any notice so
mailed within the time prescribed in this Agreement shall be conclusively
presumed to have been duly given when mailed, whether or not the
Certificateholder receives such notice. A copy of any notice required to be
telecopied hereunder also shall be mailed to the appropriate party in the manner
set forth above.

                  SECTION 11.06. Severability of Provisions.

                  If any one or more of the covenants, agreements, provisions or
terms of this Agreement shall be for any reason whatsoever held invalid, then
such covenants, agreements, provisions or terms shall be deemed severable from
the remaining covenants, agreements, provisions or terms of this Agreement and
shall in no way affect the validity or enforceability of the other provisions of
this Agreement or of the Certificates or the rights of the Holders thereof or
the rights of the Certificate Insurer.

                  SECTION 11.07. Notice to Rating Agencies.

                  The Trust Administrator shall use its best efforts promptly to
provide notice to the Rating Agencies and the Certificate Insurer with respect
to each of the following of which it has actual knowledge:

                  1. Any material change or amendment to this Agreement;

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

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

                  4. The repurchase or substitution of Mortgage Loans pursuant
         to or as contemplated by Section 2.03;

                  5. The final payment to the Holders of any Class of
         Certificates;

                  6. Any change in the location of the Collection Account or the
         Distribution Account; and




                                     -141-
<PAGE>



                  7. Any event that would result in the inability of the Trust
         Administrator or the Trustee, as applicable, were it to succeed as
         Servicer, to make advances regarding delinquent Mortgage Loans.

                  In addition, the Trust Administrator shall make available to
each Rating Agency and the Certificate Insurer copies of each report to
Certificateholders described in Section 4.02 and the Servicer shall promptly
furnish to each Rating Agency and the Certificate Insurer copies of the
following:

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

                  2. Each annual independent public accountants' servicing
         report described in Section 3.21.

                  Any such notice pursuant to this Section 11.07 shall be in
writing and shall be deemed to have been duly given if personally delivered at
or mailed by first class mail, postage prepaid, or by express delivery service
to Fitch Ratings, One State Street Plaza, New, York, New York 10004, facsimile
number: (212) 344-1986, to Standard & Poor's Ratings Services, a division of the
McGraw-Hill Companies, Inc., 55 Water Street, New York, New York 10007 and to
Moody's Investors Service, Inc., 99 Church Street, New York, New York 10007, or
such other addresses as the Rating Agencies may designate in writing to the
parties hereto.

                  SECTION 11.08. Article and Section References.

                  All article and section references used in this Agreement,
unless otherwise provided, are to articles and sections in this Agreement.

                  SECTION 11.09. Grant of Security Interest.

                  It is the express intent of the parties hereto that the
conveyance of the Mortgage Loans by the Depositor to the Trustee, be, and be
construed as, a sale of the Mortgage Loans by the Depositor and not a pledge of
the Mortgage Loans 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 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



                                     -142-
<PAGE>



to the Mortgage Loans and the Trust Fund; and (4) notifications to persons
holding such property, and acknowledgments, receipts or confirmations from
persons holding such property, shall be deemed notifications to, or
acknowledgments, receipts or confirmations from, financial intermediaries,
bailees or agents (as applicable) of the Trustee for the purpose of perfecting
such security interest under applicable law. Accordingly, the Depositor hereby
grants to the Trustee a security interest in the Mortgage Loans and all other
property described in clause (2) of the preceding sentence, for the purpose of
securing to the Trustee the performance by the Depositor of the obligations
described in clause (3) of the preceding sentence. Notwithstanding the
foregoing, the parties hereto intend the conveyance pursuant to Section 2.01 to
be a true, absolute and unconditional sale of the Mortgage Loans and assets
constituting the Trust Fund by the Depositor to the Trustee.

                  SECTION 11.10. Rights of the Certificate Insurer.

                  (a) The Certificate Insurer is an express third-party
beneficiary of this Agreement.

                  (b) On each Distribution Date the Trust Administrator shall
make available to the Certificate Insurer a copy of the reports furnished to the
Certificateholders on such Distribution Date.

                  (c) The Trustee, the Trust Administrator or the Depositor, as
applicable, shall provide to the Certificate Insurer copies of any report,
notice, Opinion of Counsel, Officers' Certificate, request for consent or
request for amendment to any document related hereto promptly upon the
Trustee's, the Trust Administrator's or the Depositor's production or receipt
thereof, but only to the extent that such item is required to be delivered to
the Certificate Insurer hereunder.

                  (d) Unless a Certificate Insurer Default exists, the Trustee,
the Trust Administrator, the Servicer and the Depositor shall not agree to any
amendment to this Agreement without first having obtained the prior written
consent of the Certificate Insurer.

                  (e) So long as there does not exist a failure by the
Certificate Insurer to make a required payment under the Policy, the Certificate
Insurer shall have the right to exercise all rights of the Holders of the Class
A Certificates under this Agreement without any consent of such Holders, and
such Holders may exercise such rights only with the prior written consent of the
Certificate Insurer, except as provided herein.

                  (f) The Certificate Insurer shall not be entitled to exercise
any of its rights hereunder so long as there exists a failure by the Certificate
Insurer to make a required payment under the Policy.




                                     -143-
<PAGE>




         IN WITNESS WHEREOF, the Depositor, the Servicer, the Trust
Administrator and the Trustee have caused their names to be signed hereto by
their respective officers thereunto duly authorized, in each case as of the day
and year first above written.



                                       CITIGROUP MORTGAGE LOAN TRUST INC., as
                                       Depositor


                                       By:    /s/ Matthew R. Bollo
                                          ---------------------------------
                                       Name:
                                       Title:



                                       WELLS FARGO HOME MORTGAGE, INC., as
                                       Servicer


                                       By:    /s/ Alan W. Jones
                                          ---------------------------------
                                       Name:
                                       Title:



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


                                       By:    /s/ Amy Doyle
                                          ---------------------------------
                                       Name:
                                       Title:



                                       HSBC BANK USA, as Trustee


                                       By:    /s/ Susan Moy
                                          ---------------------------------
                                       Name:
                                       Title:






<PAGE>



For purposes of Sections 6.07, 6.08 and 6.09:

THE MURRAYHILL COMPANY


By:     /s/ Kevin J. Kanouff
   ----------------------------------
Name:
Title:



<PAGE>



STATE OF ____________)
                     ) ss.:
COUNTY OF ___________)

                  On the ___ day December 2003, before me, a notary public in
and for said State, personally appeared ________________, known to me to be an
Assistant Vice President of Citigroup Mortgage Loan Trust Inc., one of the
corporations that executed the within instrument, and also known to me to be the
person who executed it on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.

                  IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.



                                        -------------------------------
                                               Notary Public


[Notarial Seal]




<PAGE>



STATE OF ____________)
                     ) ss.:
COUNTY OF ___________)

                  On the ____ day of December 2003, before me, a notary public
in and for said State, personally appeared _____________________, known to me to
be __________________ of Wells Fargo Home Mortgage, Inc., one of the
corporations that executed the within instrument, and also known to me to be the
person who executed it on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.

                  IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.



                                        -------------------------------
                                               Notary Public


[Notarial Seal]




<PAGE>



STATE OF _____________)
                      ) ss.:
COUNTY OF ____________)

                  On the ____ day of December 2003, before me, a notary public
in and for said State, personally appeared _____________________, known to me to
be __________________ of Wells Fargo Bank Minnesota, National Association, one
of the corporations that executed the within instrument, and also known to me to
be the person who executed it on behalf of said corporation, and acknowledged to
me that such corporation executed the within instrument.

                  IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.



                                        -------------------------------
                                               Notary Public



[Notarial Seal]



<PAGE>


STATE OF _____________)
                      )ss.:
COUNTY OF ____________)

                  On the ____ day of December 2003, before me, a notary public
in and for said State, personally appeared _______________ and _______________,
known to me to be a ______________ of HSBC Bank USA, one of the corporations
that executed the within instrument, and also known to me to be the persons 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>

                                   EXHIBIT A-1
                                   -----------

                           FORM OF CLASS A CERTIFICATE

         UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
         THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
         TRUST ADMINISTRATOR 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 2003-HE3                                            Aggregate Certificate Principal Balance of the
                                                           Class A Certificates as of the Issue Date:
Pass-Through Rate: Variable                                $437,247,000

Cut-off Date and date of Pooling and Servicing             Denomination: $437,247,000
Agreement: December 1, 2003
                                                           Servicer: Wells Fargo Home Mortgage, Inc.
First Distribution Date: January 26, 2004
                                                           Trustee: HSBC Bank USA
No. 1
                                                           Trust Administrator: Wells Fargo Bank
                                                           Minnesota, N.A.

                                                           Issue Date: December 23, 2003

                                                           CUSIP: 17307GCU0
</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>



                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a portion of a Trust Fund (the
"Trust Fund") consisting primarily of a pool of conventional one- to
four-family, fixed-rate and adjustable-rate, first and second lien mortgage
loans (the "Mortgage Loans") formed and sold by

                       CITIGROUP MORTGAGE LOAN TRUST INC.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
         CITIGROUP MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUSTEE, THE
         TRUST ADMINISTRATOR OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
         CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY
         AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

                  This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class A Certificates as of
the Issue Date) in that certain beneficial ownership interest evidenced by all
the Class A Certificates in REMIC II created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the "Depositor," which term includes any
successor entity under the Agreement), the Servicer, Trust Administrator and the
Trustee, a summary of certain of the pertinent provisions of which is set forth
hereafter. To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class 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 or on behalf of the Trust
Administrator by wire transfer in immediately available funds to the account of
the Person entitled thereto if such Person shall have so notified the Trust
Administrator in writing at least five Business Days prior to the Record Date
immediately prior to such Distribution Date or otherwise by check mailed by
first class mail to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register. Notwithstanding the above, the
final distribution on this Certificate will be made after due notice by the
Trust Administrator of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trust Administrator for that purpose as provided in the Agreement.

                  The Pass-Through Rate applicable to the calculation of
interest payable with respect to this Certificate on any Distribution Date shall
equal a rate per annum equal to the lesser of (i) the related Formula Rate for
such Distribution Date and (ii) the related Net WAC Pass-Through Rate for such
Distribution Date.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Asset-Backed Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class of Certificates specified on the face hereof
equal to the


                                      A-1-2

<PAGE>



denomination specified on the face hereof divided by the aggregate Certificate
Principal Balance of the Class of Certificates specified on the face hereof.

                  The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Servicer, the Trust Administrator , the
Trustee, and the rights of the Certificateholders under the Agreement at any
time by the Depositor, the Servicer, the Trust Administrator and the Trustee
with the consent of the Holders of Certificates entitled to at least 66% of the
Voting Rights. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Trust Administrator as
provided in the Agreement, duly endorsed by, or accompanied by an assignment in
the form below or other written instrument of transfer in form satisfactory to
the Trust Administrator duly executed by, the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or transferees.

                  The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange
of Certificates, but the Trust Administrator may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.

                  The Depositor, the Servicer, the Trustee, the Trust
Administrator and any agent of the Depositor, the Servicer, the Trustee, or the
Trust Administrator may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and none of the Depositor, the
Servicer, the Trustee, the Trust Administrator 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 purchase by the party designated in
the Agreement 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. The
Agreement permits, but does not require, the party designated in the Agreement
to purchase from REMIC I all the Mortgage Loans and all property acquired in
respect of any Mortgage Loan at a price determined as provided in the Agreement.
The exercise of such right will effect early retirement of the


                                      A-1-3

<PAGE>



Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Loans at the time of purchase being less than
10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
Date.

                  The recitals contained herein shall be taken as statements of
the Depositor and neither the Trustee nor the Trust Administrator assumes any
responsibility for their correctness.

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




                                      A-1-4

<PAGE>



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

Dated: December  __, 2003



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


                                           By:_________________________________
                                                    Authorized Officer



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

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


                                           WELLS FARGO BANK MINNESOTA, N.A.,
                                           as Certificate Registrar


                                           By:_________________________________
                                                    Authorized Signatory





                                      A-1-5

<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:

<TABLE>
<CAPTION>

<S>                                                  <C>
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.
</TABLE>



                                   ASSIGNMENT
                                   ----------

          FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset-Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

         I (we) further direct the Trust Administrator 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 M-1 CERTIFICATE

         UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
         THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
         TRUST ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER,
         EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
         NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
         AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO.
         OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
         OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
         OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
         OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
         "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
         THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
         INTERNAL REVENUE CODE OF 1986 (THE "CODE").

         THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES TO THE
         EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
         HEREIN.

         ANY TRANSFEREE OF THIS CERTIFICATE OR ANY INTEREST IN THIS CERTIFICATE
         SHALL BE DEEMED TO MAKE THE REPRESENTATIONS SET FORTH IN SECTION
         5.02(c) OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

<TABLE>
<CAPTION>

<S>                                                        <C>
Series 2003-HE3                                            Aggregate Certificate Principal Balance of the
                                                           Class M-1 Certificates as of the Issue Date:
Pass-Through Rate: Variable                                $5,753,000

Cut-off Date and date of Pooling and Servicing             Denomination: $5,753,000
Agreement: December 1, 2003
                                                           Servicer: Wells Fargo Home Mortgage, Inc.
First Distribution Date: January 26, 2004
                                                           Trustee: HSBC Bank USA
No. 1
                                                           Trust Administrator: Wells Fargo Bank
                                                           Minnesota, N.A.

                                                           Issue Date: December 23, 2003

                                                           CUSIP: 17307GCV8
</TABLE>

         DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
         CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN.


                                      A-2-1

<PAGE>



         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-2-2

<PAGE>



                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a portion of a Trust Fund (the
"Trust Fund") consisting primarily of a pool of conventional one- to
four-family, fixed-rate and adjustable-rate, first and second lien mortgage
loans (the "Mortgage Loans") formed and sold by

                       CITIGROUP MORTGAGE LOAN TRUST INC.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
         CITIGROUP MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUSTEE, THE
         TRUST ADMINISTRATOR 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 REMIC II created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Citigroup
Mortgage Loan Trust Inc. (hereinafter called the "Depositor," which term
includes any successor entity under the Agreement), the Servicer, Trust
Administrator and the Trustee, a summary of certain of the pertinent provisions
of which is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class 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 or on behalf of the Trust
Administrator by wire transfer in immediately available funds to the account of
the Person entitled thereto if such Person shall have so notified the Trust
Administrator in writing at least five Business Days prior to the Record Date
immediately prior to such Distribution Date or otherwise by check mailed by
first class mail to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register. Notwithstanding the above, the
final distribution on this Certificate will be made after due notice by the
Trust Administrator of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trust Administrator for that purpose as provided in the Agreement.

                  The Pass-Through Rate applicable to the calculation of
interest payable with respect to this Certificate on any Distribution Date shall
equal a rate per annum equal to the lesser of (i) the related Formula Rate for
such Distribution Date and (ii) the related Net WAC Pass-Through Rate for such
Distribution Date.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Asset-Backed Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class of Certificates specified on the face hereof
equal to the


                                      A-2-3

<PAGE>



denomination specified on the face hereof divided by the aggregate Certificate
Principal Balance of the Class of Certificates specified on the face hereof.

                  The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Servicer, the Trust Administrator , the
Trustee, and the rights of the Certificateholders under the Agreement at any
time by the Depositor, the Servicer, the Trust Administrator and the Trustee
with the consent of the Holders of Certificates entitled to at least 66% of the
Voting Rights. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Trust Administrator as
provided in the Agreement, duly endorsed by, or accompanied by an assignment in
the form below or other written instrument of transfer in form satisfactory to
the Trust Administrator duly executed by, the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or transferees.

                  The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange
of Certificates, but the Trust Administrator may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.

                  The Depositor, the Servicer, the Trustee, the Trust
Administrator and any agent of the Depositor, the Servicer, the Trustee, or the
Trust Administrator may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and none of the Depositor, the
Servicer, the Trustee, the Trust Administrator 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 purchase by the party designated in
the Agreement 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. The
Agreement permits, but does not require, the party designated in the Agreement
to purchase from REMIC I all the Mortgage Loans and all property acquired in
respect of any Mortgage Loan at a price determined as provided in the Agreement.
The exercise of such right will effect early retirement of the


                                      A-2-4

<PAGE>



Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Loans at the time of purchase being less than
10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
Date.

                  The recitals contained herein shall be taken as statements of
the Depositor and neither the Trustee nor the Trust Administrator assumes any
responsibility for their correctness.

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


                                      A-2-5

<PAGE>



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

Dated: December  __, 2003


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


                                             By:______________________________
                                                     Authorized Officer



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

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


                                             WELLS FARGO BANK MINNESOTA, N.A.
                                             as Certificate Registrar



                                             By:_____________________________
                                                    Authorized Signatory






                                      A-2-6

<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:

<TABLE>
<CAPTION>

<S>                                                  <C>
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.
</TABLE>



                                   ASSIGNMENT
                                   ----------

          FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset-Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

         I (we) further direct the Trust Administrator 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-2-7

<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-2-8

<PAGE>



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

                          FORM OF CLASS M-2 CERTIFICATE

         UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
         THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
         TRUST ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER,
         EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
         NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
         AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO.
         OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
         OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
         OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
         OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
         "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
         THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
         INTERNAL REVENUE CODE OF 1986 (THE "CODE").

         THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES AND THE
         CLASS M-1 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND
         SERVICING AGREEMENT REFERRED TO HEREIN.

         ANY TRANSFEREE OF THIS CERTIFICATE OR ANY INTEREST IN THIS CERTIFICATE
         SHALL BE DEEMED TO MAKE THE REPRESENTATIONS SET FORTH IN SECTION
         5.02(c) OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

<TABLE>
<CAPTION>

<S>                                                        <C>
Series 2003-HE3                                            Aggregate Certificate Principal Balance of the
                                                           Class M-2 Certificates as of the Issue Date:
Pass-Through Rate: Variable                                $4,603,000

Cut-off Date and date of Pooling and Servicing             Denomination: $4,603,000
Agreement: December 1, 2003
                                                           Servicer: Wells Fargo Home Mortgage, Inc.
First Distribution Date: January 26, 2004
                                                           Trustee: HSBC Bank USA
No. 1
                                                           Trust Administrator: Wells Fargo Bank
                                                           Minnesota, N.A.

                                                           Issue Date: December 23, 2003

                                                           CUSIP: 17307GCW6
</TABLE>

         DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
         CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN.


                                      A-3-1

<PAGE>



         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-3-2

<PAGE>



                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a portion of a Trust Fund (the
"Trust Fund") consisting primarily of a pool of conventional one- to
four-family, fixed-rate and adjustable-rate, first and second lien mortgage
loans (the "Mortgage Loans") formed and sold by

                       CITIGROUP MORTGAGE LOAN TRUST INC.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
         CITIGROUP MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUSTEE, THE
         TRUST ADMINISTRATOR OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
         CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY
         AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

                  This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class M-2 Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class M-2 Certificates in REMIC II created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Citigroup
Mortgage Loan Trust Inc. (hereinafter called the "Depositor," which term
includes any successor entity under the Agreement), the Servicer, Trust
Administrator and the Trustee, a summary of certain of the pertinent provisions
of which is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class M-2 Certificates on such Distribution
Date pursuant to the Agreement.

                  All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trust
Administrator by wire transfer in immediately available funds to the account of
the Person entitled thereto if such Person shall have so notified the Trust
Administrator in writing at least five Business Days prior to the Record Date
immediately prior to such Distribution Date or otherwise by check mailed by
first class mail to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register. Notwithstanding the above, the
final distribution on this Certificate will be made after due notice by the
Trust Administrator of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trust Administrator for that purpose as provided in the Agreement.

                  The Pass-Through Rate applicable to the calculation of
interest payable with respect to this Certificate on any Distribution Date shall
equal a rate per annum equal to the lesser of (i) the related Formula Rate for
such Distribution Date and (ii) the related Net WAC Pass-Through Rate for such
Distribution Date.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Asset Backed Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class of Certificates specified on the face hereof
equal to the


                                      A-3-3

<PAGE>



denomination specified on the face hereof divided by the aggregate Certificate
Principal Balance of the Class of Certificates specified on the face hereof.

                  The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Servicer, the Trust Administrator, the
Trustee, and the rights of the Certificateholders under the Agreement at any
time by the Depositor, the Servicer, the Trust Administrator and the Trustee
with the consent of the Holders of Certificates entitled to at least 66% of the
Voting Rights. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Trust Administrator as
provided in the Agreement, duly endorsed by, or accompanied by an assignment in
the form below or other written instrument of transfer in form satisfactory to
the Trust Administrator duly executed by, the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or transferees.

                  The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange
of Certificates, but the Trust Administrator may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.

                  The Depositor, the Servicer, the Trustee, the Trust
Administrator and any agent of the Depositor, the Servicer, the Trustee, or the
Trust Administrator may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and none of the Depositor, the
Servicer, the Trustee, the Trust Administrator 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 purchase by the party designated in
the Agreement 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. The
Agreement permits, but does not require, the party designated in the Agreement
to purchase from REMIC I all the Mortgage Loans and all property acquired in
respect of any Mortgage Loan at a price determined as provided in the Agreement.
The exercise of such right will effect early retirement of the


                                      A-3-4

<PAGE>



Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Loans at the time of purchase being less than
10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
Date.

                  The recitals contained herein shall be taken as statements of
the Depositor and neither the Trustee nor the Trust Administrator assumes no
responsibility for their correctness.

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




                                      A-3-5

<PAGE>



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

Dated: December  __, 2003


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


                                            By:______________________________
                                                     Authorized Officer



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

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


                                            WELLS FARGO BANK MINNESOTA, N.A.
                                            as Certificate Registrar



                                            By:_____________________________
                                                   Authorized Signatory




                                      A-3-6

<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:

<TABLE>
<CAPTION>

<S>                                                  <C>
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.
</TABLE>



                                   ASSIGNMENT
                                   ----------

          FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset-Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

         I (we) further direct the Trust Administrator 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-3-7

<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-3-8

<PAGE>



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

                          FORM OF CLASS M-3 CERTIFICATE

         UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
         THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
         TRUST ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER,
         EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
         NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
         AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO.
         OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
         OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
         OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
         OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
         "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
         THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
         INTERNAL REVENUE CODE OF 1986 (THE "CODE").

         THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS
         M-1 CERTIFICATES AND THE CLASS M-2 CERTIFICATES TO THE EXTENT DESCRIBED
         IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

         ANY TRANSFEREE OF THIS CERTIFICATE OR ANY INTEREST IN THIS CERTIFICATE
         SHALL BE DEEMED TO MAKE THE REPRESENTATIONS SET FORTH IN SECTION
         5.02(c) OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

<TABLE>
<CAPTION>

<S>                                                        <C>
Series 2003-HE3                                            Aggregate Certificate Principal Balance of the
                                                           Class M-3 Certificates as of the Issue Date:
Pass-Through Rate: Variable                                $5,753,000

Cut-off Date and date of Pooling and Servicing             Denomination: $5,753,000
Agreement: December 1, 2003
                                                           Servicer: Wells Fargo Home Mortgage, Inc.
First Distribution Date: January 26, 2004
                                                           Trustee: HSBC Bank USA
No. 1
                                                           Trust Administrator: Wells Fargo Bank
                                                           Minnesota, N.A.

                                                           Issue Date: December 23, 2003

                                                           CUSIP: 17307GCX4
</TABLE>



                                      A-4-1

<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.




                                      A-4-2

<PAGE>



                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a portion of a Trust Fund (the
"Trust Fund") consisting primarily of a pool of conventional one- to
four-family, fixed-rate and adjustable-rate, first and second lien mortgage
loans (the "Mortgage Loans") formed and sold by

                       CITIGROUP MORTGAGE LOAN TRUST INC.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
         CITIGROUP MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUSTEE, THE
         TRUST ADMINISTRATOR OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
         CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY
         AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

                  This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class M-3 Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class M-3 Certificates in REMIC II created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Citigroup
Mortgage Loan Trust Inc. (hereinafter called the "Depositor," which term
includes any successor entity under the Agreement), the Servicer, Trust
Administrator and the Trustee, a summary of certain of the pertinent provisions
of which is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class M-3 Certificates on such Distribution
Date pursuant to the Agreement.

                  All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trust
Administrator by wire transfer in immediately available funds to the account of
the Person entitled thereto if such Person shall have so notified the Trust
Administrator in writing at least five Business Days prior to the Record Date
immediately prior to such Distribution Date or otherwise by check mailed by
first class mail to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register. Notwithstanding the above, the
final distribution on this Certificate will be made after due notice by the
Trust Administrator of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trust Administrator for that purpose as provided in the Agreement.

                  The Pass-Through Rate applicable to the calculation of
interest payable with respect to this Certificate on any Distribution Date shall
equal a rate per annum equal to the lesser of (i) the related Formula Rate for
such Distribution Date and (ii) the related Net WAC Pass-Through Rate for such
Distribution Date.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Asset Backed Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class of Certificates specified on the face hereof
equal to the


                                      A-4-3

<PAGE>



denomination specified on the face hereof divided by the aggregate Certificate
Principal Balance of the Class of Certificates specified on the face hereof.

                  The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Servicer, the Trust Administrator, the
Trustee, and the rights of the Certificateholders under the Agreement at any
time by the Depositor, the Servicer, the Trust Administrator and the Trustee
with the consent of the Holders of Certificates entitled to at least 66% of the
Voting Rights. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Trust Administrator as
provided in the Agreement, duly endorsed by, or accompanied by an assignment in
the form below or other written instrument of transfer in form satisfactory to
the Trust Administrator duly executed by, the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or transferees.

                  The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange
of Certificates, but the Trust Administrator may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.

                  The Depositor, the Servicer, the Trustee, the Trust
Administrator and any agent of the Depositor, the Servicer, the Trustee, or the
Trust Administrator may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and none of the Depositor, the
Servicer, the Trustee, the Trust Administrator 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 purchase by the party designated in
the Agreement 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. The
Agreement permits, but does not require, the party designated in the Agreement
to purchase from REMIC I all the Mortgage Loans and all property acquired in
respect of any Mortgage Loan at a price determined as provided in the Agreement.
The exercise of such right will effect early retirement of the


                                      A-4-4

<PAGE>



Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Loans at the time of purchase being less than
10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
Date.

                  The recitals contained herein shall be taken as statements of
the Depositor and neither the Trustee nor the Trust Administrator assumes any
responsibility for their correctness.

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




                                      A-4-5

<PAGE>



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

Dated: December  __, 2003


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


                                          By:______________________________
                                                  Authorized Officer



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

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


                                          WELLS FARGO BANK MINNESOTA, N.A.
                                          as Certificate Registrar


                                          By:_____________________________
                                                  Authorized Signatory




                                      A-4-6

<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:

<TABLE>
<CAPTION>

<S>                                                  <C>
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.
</TABLE>



                                   ASSIGNMENT
                                   ----------

          FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset-Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

         I (we) further direct the Trust Administrator 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 M-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 CLASS A CERTIFICATES, THE CLASS
         M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES AND THE CLASS M-3
         CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
         AGREEMENT REFERRED TO HEREIN.

         THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
         1933, AS AMENDED (THE "SECURITIES ACT") OR REGISTERED OR QUALIFIED
         UNDER THE SECURITIES LAWS OF ANY STATE. ANY RESALE, PLEDGE, TRANSFER OR
         OTHER DISPOSITION OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE
         MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR
         QUALIFICATION AND WHICH IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION
         5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

         THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO
         OFFER, SELL OR OTHERWISE TRANSFER THIS CERTIFICATE OR ANY INTEREST IN
         THIS CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL APPLICABLE STATE
         SECURITIES LAWS AND, FOR SO LONG AS THIS CERTIFICATE IS ELIGIBLE FOR
         RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO
         A PERSON WHO THE SELLER REASONABLY BELIEVES IS A "QUALIFIED
         INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION MEETING
         THE REQUIREMENTS OF RULE 144A.

         ANY TRANSFEREE OF THIS CERTIFICATE OR ANY INTEREST IN THIS CERTIFICATE
         SHALL BE DEEMED TO MAKE THE REPRESENTATIONS SET FORTH IN SECTION
         5.02(b) AND SECTION 5.02(c) OF THE POOLING AND SERVICING AGREEMENT
         REFERRED TO HEREIN.



                                      A-5-1

<PAGE>


<TABLE>
<CAPTION>

<S>                                                        <C>
Series 2003-HE3                                            Aggregate Certificate Principal Balance of the
                                                           Class M-4 Certificates as of the Issue Date:
Pass-Through Rate: Variable                                $4,603,000

Cut-off Date and date of Pooling and Servicing             Denomination: $4,603,000
Agreement: December 1, 2003
                                                           Servicer: Wells Fargo Home Mortgage, Inc.
First Distribution Date: January 26, 2004
                                                           Trustee: HSBC Bank USA
No. 1
                                                           Trust Administrator: Wells Fargo Bank
                                                           Minnesota, N.A.

                                                           Issue Date: December 23, 2003

                                                           CUSIP: 17307GCY2
</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.

                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a portion of a Trust Fund (the
"Trust Fund") consisting primarily of a pool of conventional one- to
four-family, fixed-rate and adjustable-rate, first and second lien mortgage
loans (the "Mortgage Loans") formed and sold by

                       CITIGROUP MORTGAGE LOAN TRUST INC.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
         CITIGROUP MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUSTEE, THE
         TRUST ADMINISTRATOR OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
         CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY
         AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

                  This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class M-4 Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class M-4 Certificates in REMIC II created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Citigroup
Mortgage Loan Trust Inc. (hereinafter called the "Depositor," which term
includes any successor entity under the Agreement), the Servicer, Trust
Administrator and the Trustee, a summary of certain of the pertinent provisions
of which is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.




                                      A-5-2

<PAGE>



                  Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class M-4 Certificates on such Distribution
Date pursuant to the Agreement.

                  All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Trust Administrator by wire
transfer in immediately available funds to the account of the Person entitled
thereto if such Person shall have so notified the Trust Administrator in writing
at least five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trust Administrator for that purpose as
provided in the Agreement.

                  The Pass-Through Rate applicable to the calculation of
interest payable with respect to this Certificate on any Distribution Date shall
equal a rate per annum equal to the lesser of (i) the related Formula Rate for
such Distribution Date and (ii) the related Net WAC Pass-Through Rate for such
Distribution Date.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Asset Backed Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class of Certificates specified on the face hereof
equal to the denomination specified on the face hereof divided by the aggregate
Certificate Principal Balance of the Class of Certificates specified on the face
hereof.

                  The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Servicer, the Trust Administrator, the Trustee
and the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Servicer, the Trust Administrator and the Trustee with the
consent of the Holders of Certificates entitled to at least 66% of the Voting
Rights. Any such consent by the Holder of this Certificate shall be conclusive
and binding on such Holder and upon all future Holders of this Certificate and
of any Certificate issued upon the transfer hereof or in exchange herefor or in
lieu hereof whether or not notation of such consent is made upon this
Certificate. The Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of the Holders of any of the
Certificates.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Trust Administrator as
provided in the Agreement, duly endorsed by, or accompanied by an assignment in
the form below or other written instrument of transfer in form satisfactory to
the Trust Administrator duly executed by, the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized


                                      A-5-3

<PAGE>



denominations evidencing the same aggregate Percentage Interest will be issued
to the designated transferee or transferees.

                  No transfer of this Certificate or any interest in this
Certificate shall be made unless the transfer is made pursuant to Rule 144A and
in compliance with applicable state securities laws. In connection with any
transfer of this Certificate, the Trust Administrator shall require receipt of
written certifications from the Holder of the Certificate desiring to effect the
transfer, and from such Holder's prospective transferee, substantially in the
forms attached to the Agreement as Exhibit F-1. None of the Depositor, the Trust
Administrator or the Trustee is obligated to register or qualify the Class of
Certificates specified on the face hereof under the Securities Act or any other
securities law or to take any action not otherwise required under the Agreement
to permit the transfer of such Certificates without registration or
qualification. Any Holder desiring to effect a transfer of this Certificate
shall be required to indemnify the Trustee, the Trust Administrator, the
Depositor and the Servicer against any liability that may result if the transfer
is not so exempt or is not made in accordance with such federal and other laws.

                  The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange
of Certificates, but the Trust Administrator may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.

                  The Depositor, the Servicer, the Trust Administrator, the
Trustee and any agent of the Depositor, the Servicer, the Trust Administrator or
the Trustee may treat the Person in whose name this Certificate is registered as
the owner hereof for all purposes, and none of the Depositor, the Servicer, the
Trust Administrator, the Trustee nor any such agent shall be affected by notice
to the contrary.

                  The obligations created by the Agreement and the Trust Fund
created thereby shall terminate upon payment to the Certificateholders of all
amounts held by the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the purchase by the party designated in
the Agreement 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. The
Agreement permits, but does not require, the party designated in the Agreement
to purchase from REMIC I all the Mortgage Loans and all property acquired in
respect of any Mortgage Loan at a price determined as provided in the Agreement.
The exercise of such right will effect early retirement of the Certificates;
however, such right to purchase is subject to the aggregate Stated Principal
Balance of the Mortgage Loans at the time of purchase being less than 10% of the
aggregate principal balance of the Mortgage Loans as of the Cut-off Date.

                  The recitals contained herein shall be taken as statements of
the Depositor and neither the Trustee nor the Trust Administrator assumes any
responsibility for their correctness.

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




                                      A-5-4

<PAGE>



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

Dated: December  __, 2003


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


                                           By:______________________________
                                                    Authorized Officer



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

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


                                           WELLS FARGO BANK MINNESOTA, N.A.
                                           as Certificate Registrar


                                           By:_____________________________
                                                  Authorized Signatory




                                      A-5-5

<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:

<TABLE>
<CAPTION>

<S>                                                  <C>
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.
</TABLE>



                                   ASSIGNMENT
                                   ----------

          FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset-Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

         I (we) further direct the Trust Administrator 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-5-6

<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-5-7

<PAGE>



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

                          FORM OF CLASS CE CERTIFICATE

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
         "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT", AS
         THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
         INTERNAL REVENUE CODE OF 1986 (THE "CODE").

         THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS
         M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3
         CERTIFICATES AND THE CLASS M-4 CERTIFICATES TO THE EXTENT DESCRIBED IN
         THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

         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 (EACH A "PLAN") SUBJECT TO THE EMPLOYEE
         RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE
         CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
         DESCRIBED HEREIN.

<TABLE>
<CAPTION>

<S>                                                         <C>
Series 2003-HE3                                             Aggregate Notional Amount of the Class
                                                            CE Certificates as of the Issue Date: $2,301,546
Pass-Through Rate: Variable
                                                            Denomination: $2,301,546
Cut-off Date and date of Pooling and Servicing
Agreement: December 1, 2003                                 Servicer: Wells Fargo Home Mortgage, Inc.

First Distribution Date: January 26, 2004                   Trustee: HSBC Bank USA

No. 1                                                       Trust Administrator: Wells Fargo Bank
                                                            Minnesota, N.A.

                                                            Issue Date: December 23, 2003
</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


                                      A-6-1

<PAGE>



         HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE
         DENOMINATION OF THIS CERTIFICATE.

                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a portion of a Trust Fund (the
"Trust Fund") consisting primarily of a pool of conventional one- to
four-family, fixed-rate and adjustable-rate, first and second lien mortgage
loans (the "Mortgage Loans") formed and sold by

                       CITIGROUP MORTGAGE LOAN TRUST INC.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
         CITIGROUP MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUSTEE, THE
         TRUST ADMINISTRATOR 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
CE Certificates as of the Issue Date) in that certain beneficial ownership
interest evidenced by all the Class CE Certificates in REMIC III created
pursuant to a Pooling and Servicing Agreement, dated as specified above (the
"Agreement"), among Citigroup Mortgage Loan Trust Inc. (hereinafter called the
"Depositor," which term includes any successor entity under the Agreement), the
Servicer, Trust Administrator and the Trustee, a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class CE Certificates on such Distribution
Date pursuant to the Agreement.

                  All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Trust Administrator by wire
transfer in immediately available funds to the account of the Person entitled
thereto if such Person shall have so notified the Trust Administrator in writing
at least five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trust Administrator of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency appointed by the Trust Administrator for
that purpose as provided in the Agreement.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Asset-Backed Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class of Certificates specified on the face hereof
equal to the


                                      A-6-2

<PAGE>



denomination specified on the face hereof divided by the aggregate Certificate
Principal Balance of the Class of Certificates specified on the face hereof.

                  The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Servicer, the Trust Administrator, the Trustee
and the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Servicer, the Trust Administrator and the Trustee with the
consent of the Holders of Certificates entitled to at least 66% of the Voting
Rights. Any such consent by the Holder of this Certificate shall be conclusive
and binding on such Holder and upon all future Holders of this Certificate and
of any Certificate issued upon the transfer hereof or in exchange herefor or in
lieu hereof whether or not notation of such consent is made upon this
Certificate. The Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of the Holders of any of the
Certificates.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Trust Administrator as
provided in the Agreement, duly endorsed by, or accompanied by an assignment in
the form below or other written instrument of transfer in form satisfactory to
the Trust Administrator duly executed by, the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or transferees.

                  No transfer of this Certificate or any interest in this
Certificate shall be made unless the transfer is made pursuant to an effective
registration statement under the Securities 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 a transfer of this Certificate is to be made without registration or
qualification, the Trust Administrator shall require receipt of (i) if such
transfer is purportedly being made in reliance upon Rule 144A under the
Securities 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 Trust
Administrator, the Trustee or the Servicer in their respective capacities as
such), together with copies of the written certification(s) of the Holder of the
Certificate desiring to effect the transfer and/or such Holder's prospective
transferee upon which such Opinion of Counsel is based. None of the Depositor,
the Trust Administrator 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 Trust Administrator, the
Depositor and the Servicer against any liability that may result if the transfer
is not so exempt or is not made in accordance with such federal and other laws.



                                      A-6-3

<PAGE>



                  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 Trust Administrator may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.

                  The Depositor, the Servicer, the Trust Administrator, the
Trustee and any agent of the Depositor, the Servicer, the Trust Administrator or
the Trustee may treat the Person in whose name this Certificate is registered as
the owner hereof for all purposes, and none of the Depositor, the Servicer, the
Trust Administrator, the Trustee nor any such agent shall be affected by notice
to the contrary.

                  The obligations created by the Agreement and the Trust Fund
created thereby shall terminate upon payment to the Certificateholders of all
amounts held by the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the purchase by the party designated in
the Agreement 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. The
Agreement permits, but does not require, the party designated in the Agreement
to purchase from REMIC I all the Mortgage Loans and all property acquired in
respect of any Mortgage Loan at a price determined as provided in the Agreement.
The exercise of such right will effect early retirement of the Certificates;
however, such right to purchase is subject to the aggregate Stated Principal
Balance of the Mortgage Loans at the time of purchase being less than 10% of the
aggregate principal balance of the Mortgage Loans as of the Cut-off Date.

                  The recitals contained herein shall be taken as statements of
the Depositor and neither the Trustee nor the Trust Administrator assumes any
responsibility for their correctness.

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







                                      A-6-4

<PAGE>



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

Dated: December  __, 2003


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


                                          By:______________________________
                                                  Authorized Officer



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

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


                                          WELLS FARGO BANK MINNESOTA, N.A.
                                          as Certificate Registrar



                                          By:______________________________
                                                 Authorized Signatory





                                      A-6-5

<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:

<TABLE>
<CAPTION>

<S>                                                  <C>
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.
</TABLE>



                                   ASSIGNMENT
                                   ----------

          FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset-Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

         I (we) further direct the Trust Administrator 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-6-6

<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-6-7

<PAGE>



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

                           FORM OF CLASS P CERTIFICATE

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
         "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
         THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
         INTERNAL REVENUE CODE OF 1986 (THE "CODE").

         THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
         1933, AS AMENDED (THE "SECURITIES ACT") OR REGISTERED OR QUALIFIED
         UNDER THE SECURITIES LAWS OF ANY STATE. ANY RESALE, PLEDGE, TRANSFER OR
         OTHER DISPOSITION OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE
         MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR
         QUALIFICATION AND WHICH IS 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.

<TABLE>
<CAPTION>

<S>                                                        <C>
Series 2003-HE3                                            Aggregate Certificate Principal Balance of the
                                                           Class P Certificates as of the Issue Date: $100.00
Cut-off Date and date of Pooling and Servicing
Agreement: December 1, 2003                                Denomination: $100.00

First Distribution Date: January 26, 2004                  Servicer: Wells Fargo Home Mortgage, Inc.

No. 1                                                      Trustee: HSBC Bank USA

                                                           Trust Administrator: Wells Fargo Bank
                                                           Minnesota, N.A.

                                                           Issue Date: December 23, 2003
</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-10-1

<PAGE>



                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a portion of a Trust Fund (the
"Trust Fund") consisting primarily of a pool of conventional one- to
four-family, fixed-rate and adjustable-rate, first and second lien mortgage
loans (the "Mortgage Loans") formed and sold by

                       CITIGROUP MORTGAGE LOAN TRUST INC.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
         CITIGROUP MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUSTEE, THE
         TRUST ADMINISTRATOR 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
P Certificates as of the Issue Date) in that certain beneficial ownership
interest evidenced by all the Class P Certificates in REMIC IV created pursuant
to a Pooling and Servicing Agreement, dated as specified above (the
"Agreement"), Citigroup Mortgage Loan Trust Inc. (hereinafter called the
"Depositor," which term includes any successor entity under the Agreement), the
Servicer, the Trust Administrator and the Trustee, a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class P Certificates on such Distribution
Date pursuant to the Agreement.

                  All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Trust Administrator by wire
transfer in immediately available funds to the account of the Person entitled
thereto if such Person shall have so notified the Trust Administrator in writing
at least five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trust Administrator of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency appointed by the Trust Administrator for
that purpose as provided in the Agreement.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Asset-Backed Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class of Certificates specified on the face hereof
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.



                                     A-10-2

<PAGE>



                  The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Servicer, the Trust Administrator, the Trustee
and the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Servicer, the Trust Administrator and the Trustee with the
consent of the Holders of Certificates entitled to at least 66% of the Voting
Rights. Any such consent by the Holder of this Certificate shall be conclusive
and binding on such Holder and upon all future Holders of this Certificate and
of any Certificate issued upon the transfer hereof or in exchange herefor or in
lieu hereof whether or not notation of such consent is made upon this
Certificate. The Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of the Holders of any of the
Certificates.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Trust Administrator as
provided in the Agreement, duly endorsed by, or accompanied by an assignment in
the form below or other written instrument of transfer in form satisfactory to
the Trust Administrator duly executed by, the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or transferees.

                  No transfer of this Certificate or any interest in this
Certificate shall be made unless the transfer is made pursuant to an effective
registration statement under the Securities 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 a transfer of this Certificate is to be made without registration or
qualification, the Trust Administrator shall require receipt of (i) if such
transfer is purportedly being made in reliance upon Rule 144A under the
Securities 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 Trust
Administrator, the Trustee or the Servicer in their respective capacities as
such), together with copies of the written certification(s) of the Holder of the
Certificate desiring to effect the transfer and/or such Holder's prospective
transferee upon which such Opinion of Counsel is based. None of the Depositor,
the Trust Administrator 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 Trust Administrator, the
Depositor and the Servicer against any liability that may result if the transfer
is not so exempt or is not made in accordance with such federal and other 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.



                                     A-10-3

<PAGE>



                  The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange
of Certificates, but the Trust Administrator may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.

                  The Depositor, the Servicer, the Trust Administrator, the
Trustee and any agent of the Depositor, the Servicer, the Trust Administrator or
the Trustee may treat the Person in whose name this Certificate is registered as
the owner hereof for all purposes, and none of the Depositor, the Servicer, the
Trust Administrator, the Trustee nor any such agent shall be affected by notice
to the contrary.

                  The obligations created by the Agreement and the Trust Fund
created thereby shall terminate upon payment to the Certificateholders of all
amounts held by the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the purchase by the party designated in
the Agreement 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. The
Agreement permits, but does not require, the party designated in the Agreement
to purchase from REMIC I all the Mortgage Loans and all property acquired in
respect of any Mortgage Loan at a price determined as provided in the Agreement.
The exercise of such right will effect early retirement of the Certificates;
however, such right to purchase is subject to the aggregate Stated Principal
Balance of the Mortgage Loans at the time of purchase being less than 10% of the
aggregate principal balance of the Mortgage Loans as of the Cut-off Date.

                  The recitals contained herein shall be taken as statements of
the Depositor and neither the Trust Administrator nor the Trustee assume any
responsibility for their correctness.

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




                                     A-10-4

<PAGE>



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

Dated: December  __, 2003


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


                                           By:______________________________
                                                    Authorized Officer



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

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


                                           WELLS FARGO BANK MINNESOTA, N.A.
                                           as Certificate Registrar


                                           By:_____________________________
                                                  Authorized Signatory






                                     A-10-5

<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:

<TABLE>
<CAPTION>

<S>                                                  <C>
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.
</TABLE>



                                   ASSIGNMENT
                                   ----------

          FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset-Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

         I (we) further direct the Trust Administrator 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-10-6

<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-10-7

<PAGE>



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

                           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.

         THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
         1933, AS AMENDED (THE "SECURITIES ACT") OR REGISTERED OR QUALIFIED
         UNDER THE SECURITIES LAWS OF ANY STATE. ANY RESALE, PLEDGE, TRANSFER OR
         OTHER DISPOSITION OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE
         MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR
         QUALIFICATION AND WHICH IS 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
         TRUST ADMINISTRATOR 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


                                     A-11-1

<PAGE>



         TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING
         THE REGISTRATION IN THE CERTIFICATE REGISTER OF ANY TRANSFER, SALE OR
         OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR
         AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE
         DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON
         SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE
         HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS
         ON THIS CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE
         HEREOF SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS
         PARAGRAPH AND THE PROVISIONS OF SECTION 5.02(d) OF THE 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 2003-HE3                                            Percentage Interest: 100.00%

Cut-off Date and date of Pooling and Servicing             Servicer: Wells Fargo Home Mortgage, Inc.
Agreement: December 1, 2003
                                                           Trustee: HSBC Bank USA
First Distribution Date: January 26, 2004
                                                           Trust Administrator: Wells Fargo Bank
No.1                                                       Minnesota, N.A.

                                                           Issue Date: December 23, 2003
</TABLE>





                                     A-11-2

<PAGE>



                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a portion of a Trust Fund (the
"Trust Fund") consisting primarily of a pool of conventional one- to
four-family, fixed-rate and adjustable-rate, first and second lien mortgage
loans (the "Mortgage Loans") formed and sold by

                       CITIGROUP MORTGAGE LOAN TRUST INC.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
         CITIGROUP MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUSTEE, THE
         TRUST ADMINISTRATOR 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 (as specified above) in that certain
beneficial ownership interest evidenced by all the Certificates of the Class to
which this Certificate belongs created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the "Depositor," which term includes any
successor entity under the Agreement), the Servicer, the Trust Administrator and
the Trustee, a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Agreement,
to which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class R Certificates on such Distribution
Date pursuant to the Agreement.

                  All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Trust Administrator by wire
transfer in immediately available funds to the account of the Person entitled
thereto if such Person shall have so notified the Trust Administrator in writing
at least five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trust Administrator of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency appointed by the Trust Administrator for
that purpose as provided in the Agreement.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Asset-Backed Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class of Certificates 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


                                     A-11-3

<PAGE>



time to time for purposes other than distributions to Certificateholders, such
purposes including reimbursement of advances made, or certain expenses incurred,
with respect to the Mortgage Loans.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Servicer, the Trust Administrator and the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Servicer, the Trust Administrator and the Trustee with the
consent of the Holders of Certificates entitled to at least 66% of the Voting
Rights. Any such consent by the Holder of this Certificate shall be conclusive
and binding on such Holder and upon all future Holders of this Certificate and
of any Certificate issued upon the transfer hereof or in exchange herefor or in
lieu hereof whether or not notation of such consent is made upon this
Certificate. The Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of the Holders of any of the
Certificates.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Trust Administrator as
provided in the Agreement, duly endorsed by, or accompanied by an assignment in
the form below or other written instrument of transfer in form satisfactory to
the Trust Administrator duly executed by, the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or transferees.

                  No transfer of this Certificate or any interest in this
Certificate shall be made unless the transfer is made pursuant to an effective
registration statement under the Securities 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 a transfer of this Certificate is to be made without registration or
qualification, the Trust Administrator shall require receipt of (i) if such
transfer is purportedly being made in reliance upon Rule 144A under the
Securities 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 Trust
Administrator, the Trustee or the Servicer in their respective capacities as
such), together with copies of the written certification(s) of the Holder of the
Certificate desiring to effect the transfer and/or such Holder's prospective
transferee upon which such Opinion of Counsel is based. None of the Depositor,
the Trust Administrator 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 Trust Administrator, the
Depositor and the Servicer against any liability that may result if the transfer
is not so exempt or is not made in accordance with such federal and other 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


                                     A-11-4

<PAGE>



by the Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange of Certificates, but the Trust
Administrator may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any transfer or
exchange of Certificates.

                  Prior to registration of any transfer, sale or other
disposition of this Certificate, the proposed transferee shall provide to the
Trust Administrator (i) an affidavit to the effect that such transferee is any
Person other than a Disqualified Organization or the agent (including a broker,
nominee or middleman) of a Disqualified Organization, and (ii) a certificate
that acknowledges that (A) the Class R Certificates have been designated as a
residual interest in 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 Servicer, the Trust Administrator, the
Trustee and any agent of the Depositor, the Servicer, the Trust Administrator or
the Trustee may treat the Person in whose name this Certificate is registered as
the owner hereof for all purposes, and none of the Depositor, the Servicer, the
Trust Administrator, the Trustee nor any such agent shall be affected by notice
to the contrary.

                  The obligations created by the Agreement and the Trust Fund
created thereby shall terminate upon payment to the Certificateholders of all
amounts held by the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the purchase by the party designated in
the Agreement 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. The
Agreement permits, but does not require, the party designated in the Agreement
to purchase from REMIC I all the Mortgage Loans and all property acquired in
respect of any Mortgage Loan at a price determined as provided in the Agreement.
The exercise of such right will effect early retirement of the Certificates;
however, such right to purchase is subject to the aggregate Stated Principal
Balance of the Mortgage Loans at the time of purchase being less than 10% of the
aggregate principal balance of the Mortgage Loans as of the Cut-off Date.

                  The recitals contained herein shall be taken as statements of
the Depositor and neither the Trustee nor the Trust Administrator assumes any
responsibility for their correctness.

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



                                     A-11-5

<PAGE>



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

Dated: December  __, 2003


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


                                          By:______________________________
                                                  Authorized Officer



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

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


                                          WELLS FARGO BANK MINNESOTA, N.A.
                                          as Certificate Registrar



                                          By:_____________________________
                                                 Authorized Signatory






                                     A-11-6

<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:

<TABLE>
<CAPTION>

<S>                                                  <C>
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.
</TABLE>



                                   ASSIGNMENT
                                   ----------

          FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset-Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

         I (we) further direct the Trust Administrator 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-11-7

<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-11-8

<PAGE>



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

                              CLASS R-X CERTIFICATE

         THIS CERTIFICATE MAY NOT BE TRANSFERRED TO A NON-UNITED STATES
         PERSON.

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
         "RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT"
         ("REMIC"), AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
         AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (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.

         THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
         1933, AS AMENDED (THE "SECURITIES ACT") OR REGISTERED OR QUALIFIED
         UNDER THE SECURITIES LAWS OF ANY STATE. ANY RESALE, PLEDGE, TRANSFER OR
         OTHER DISPOSITION OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE
         MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR
         QUALIFICATION AND WHICH IS 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
         TRUST ADMINISTRATOR 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


                                     A-12-1

<PAGE>



         ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A
         DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION,
         SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT
         WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A
         CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED
         TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF
         THIS CERTIFICATE BY ACCEPTANCE HEREOF SHALL BE DEEMED TO HAVE CONSENTED
         TO THE PROVISIONS OF THIS PARAGRAPH AND THE PROVISIONS OF SECTION
         5.02(d) OF THE 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 2003-HE3                                            Percentage Interest: 100.00%

Cut-off Date and date of Pooling and Servicing             Servicer: Wells Fargo Home Mortgage, Inc.
Agreement: December 1, 2003
                                                           Trustee: HSBC Bank USA
First Distribution Date: January 26, 2004
                                                           Trust Administrator: Wells Fargo Bank
No. 1                                                      Minnesota, N.A.

                                                           Issue Date: December 23, 2003
</TABLE>





                                     A-12-2

<PAGE>



                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a portion of a Trust Fund (the
"Trust Fund") consisting primarily of a pool of conventional one- to
four-family, fixed-rate and adjustable-rate, first and second lien mortgage
loans (the "Mortgage Loans") formed and sold by

                       CITIGROUP MORTGAGE LOAN TRUST INC.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
         CITIGROUP MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUSTEE, THE
         TRUST ADMINISTRATOR 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 CMI Investors 2 is the registered owner of
a Percentage Interest (as specified above) in that certain beneficial ownership
interest evidenced by all the Certificates of the Class to which this
Certificate belongs created pursuant to a Pooling and Servicing Agreement, dated
as specified above (the "Agreement"), among Citigroup Mortgage Loan Trust Inc.
(hereinafter called the "Depositor," which term includes any successor entity
under the Agreement), the Servicer, the Trust Administrator and the Trustee, a
summary of certain of the pertinent provisions of which is set forth hereafter.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class R-X Certificates on such Distribution
Date pursuant to the Agreement.

                  All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Trust Administrator by wire
transfer in immediately available funds to the account of the Person entitled
thereto if such Person shall have so notified the Trust Administrator in writing
at least five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trust Administrator of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency appointed by the Trust Administrator for
that purpose as provided in the Agreement.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Asset Backed Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class of Certificates 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


                                     A-12-3

<PAGE>



time to time for purposes other than distributions to Certificateholders, such
purposes including reimbursement of advances made, or certain expenses incurred,
with respect to the Mortgage Loans.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Servicer, the Trust Administrator and the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Servicer, the Trust Administrator and the Trustee with the
consent of the Holders of Certificates entitled to at least 66% of the Voting
Rights. Any such consent by the Holder of this Certificate shall be conclusive
and binding on such Holder and upon all future Holders of this Certificate and
of any Certificate issued upon the transfer hereof or in exchange herefor or in
lieu hereof whether or not notation of such consent is made upon this
Certificate. The Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of the Holders of any of the
Certificates.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Trust Administrator as
provided in the Agreement, duly endorsed by, or accompanied by an assignment in
the form below or other written instrument of transfer in form satisfactory to
the Trust Administrator duly executed by, the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or transferees.

                  No transfer of this Certificate or any interest in this
Certificate shall be made unless the transfer is made pursuant to an effective
registration statement under the Securities 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 a transfer of this Certificate is to be made without registration or
qualification, the Trust Administrator shall require receipt of (i) if such
transfer is purportedly being made in reliance upon Rule 144A under the
Securities 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 Trust
Administrator, the Trustee or the Servicer in their respective capacities as
such), together with copies of the written certification(s) of the Holder of the
Certificate desiring to effect the transfer and/or such Holder's prospective
transferee upon which such Opinion of Counsel is based. None of the Depositor,
the Trust Administrator 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 Trust Administrator, the
Depositor and the Servicer against any liability that may result if the transfer
is not so exempt or is not made in accordance with such federal and other 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


                                     A-12-4

<PAGE>



by the Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange of Certificates, but the Trust
Administrator may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any transfer or
exchange of Certificates.

                  Prior to registration of any transfer, sale or other
disposition of this Certificate, the proposed transferee shall provide to the
Trust Administrator (i) an affidavit to the effect that such transferee is any
Person other than a Disqualified Organization or the agent (including a broker,
nominee or middleman) of a Disqualified Organization, and (ii) a certificate
that acknowledges that (A) the Class R-X Certificates have been designated as a
residual interest in 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-X Certificates. Notwithstanding the registration
in the Certificate Register of any transfer, sale or other disposition of this
Certificate to a Disqualified Organization or an agent (including a broker,
nominee or middleman) of a Disqualified Organization, such registration shall be
deemed to be of no legal force or effect whatsoever and such Person shall not be
deemed to be a Certificateholder for any purpose, including, but not limited to,
the receipt of distributions in respect of this Certificate.

                  The Holder of this Certificate, by its acceptance hereof,
shall be deemed to have consented to the provisions of Section 5.02 of the
Agreement and to any amendment of the Agreement deemed necessary by counsel of
the Depositor to ensure that the transfer of this Certificate to any Person
other than a Permitted Transferee or any other Person will not cause the Trust
Fund to cease to qualify as a REMIC or cause the imposition of a tax upon the
REMIC.

                  The Depositor, the Servicer, the Trust Administrator, the
Trustee and any agent of the Depositor, the Servicer, the Trust Administrator or
the Trustee may treat the Person in whose name this Certificate is registered as
the owner hereof for all purposes, and none of the Depositor, the Servicer, the
Trust Administrator, the Trustee nor any such agent shall be affected by notice
to the contrary.

                  The obligations created by the Agreement and the Trust Fund
created thereby shall terminate upon payment to the Certificateholders of all
amounts held by the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the purchase by the party designated in
the Agreement 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. The
Agreement permits, but does not require, the party designated in the Agreement
to purchase from REMIC I all the Mortgage Loans and all property acquired in
respect of any Mortgage Loan at a price determined as provided in the Agreement.
The exercise of such right will effect early retirement of the Certificates;
however, such right to purchase is subject to the aggregate Stated Principal
Balance of the Mortgage Loans at the time of purchase being less than 10% of the
aggregate principal balance of the Mortgage Loans as of the Cut-off Date.

                  The recitals contained herein shall be taken as statements of
the Depositor and neither the Trustee nor the Trust Administrator assumes any
responsibility for their correctness.

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




                                     A-12-5

<PAGE>



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

Dated: December  __, 2003


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


                                          By:______________________________
                                                  Authorized Officer



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

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


                                          WELLS FARGO BANK MINNESOTA, N.A.
                                          as Certificate Registrar


                                          By:_____________________________
                                                 Authorized Signatory



                                     A-12-6

<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:

<TABLE>
<CAPTION>

<S>                                                  <C>
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.
</TABLE>



                                   ASSIGNMENT
                                   ----------

          FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset-Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

         I (we) further direct the Trust Administrator 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-12-7

<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-12-8

<PAGE>



                                    EXHIBIT B
                                    ---------

                  COPY OF CERTIFICATE GUARANTY INSURANCE POLICY




                                       B-1

<PAGE>

                                              Ambac Assurance Corporation
AMBAC                                         One State Street Plaza, 15th Floor
                                              New York, New York 10004

CERTIFICATE GUARANTY INSURANCE POLICY



Insured Obligations: Citigroup Mortgage Loan Trust, Inc.    Policy Number:
Asset Backed Pass-Through Certificates,                     AB0725BE
Series 2003-HE3, Class A

                                                            Premium: As
                                                            specified in the
                                                            endorsement attached
                                                            hereto and made a
                                                            part hereof.

AMBAC ASSURANCE CORPORATION (AMBAC), a Wisconsin stock insurance corporation, in
consideration of the payment of the premium and subject to the terms of this
Policy, hereby agrees unconditionally and irrevocably to pay to the Trustee for
the benefit of the Holders of the Insured Obligations, that portion of the
Insured Amounts which shall become Due for Payment but shall be unpaid by reason
of Nonpayment.

Ambac will make such payments to the Trustee from its own funds on the later of
(a) one (1) Business Day following notification to Ambac of Nonpayment or (b)
the Business Day on which the Insured Amounts are Due for Payment. Such payments
of principal or interest shall be made only upon presentation of an instrument
of assignment in form and substance satisfactory to Ambac, transferring to Ambac
all rights under such Insured Obligations to receive the principal of and
interest on the Insured Obligation. Ambac shall be subrogated to all the
Holders' rights to payment on the Insured Obligations to the extent of the
insurance disbursements so made. Once payments of the Insured Amounts have been
made to the Trustee, Ambac shall have no further obligation hereunder in respect
of such Insured Amounts.

In the event the Trustee for the Insured Obligations has notice that any payment
of principal or interest on an Insured Obligation which has become Due for
Payment and which is made to a Holder by or on behalf of the Trustee has been
deemed a preferential transfer and theretofore recovered from its Holder
pursuant to the United States Bankruptcy Code in accordance with a final,
nonappealable order of a court of competent jurisdiction, such Holder will be
entitled to payment from Ambac to the extent of such recovery if sufficient
funds are not otherwise available.

This Policy is noncancelable by Ambac for any reason, including failure to
receive payment of any premium due hereunder. The premium on this Policy is not
refundable for any reason. This Policy does not insure against loss of any
prepayment or other acceleration payment which at any time may become due in
respect of any Insured Obligation, other than at the sole option of Ambac, nor
against any risk other than Nonpayment, including failure of the Trustee to make
any payment due Holders of Insured Amounts.

To the fullest extent permitted by applicable law, Ambac hereby waives and
agrees not to assert any and all rights and defenses, to the extent such rights
and defenses may be available to Ambac, to avoid payment of its obligations
under this Policy in accordance with the express provisions hereof.

Any capitalized terms not defined herein shall have the meaning given such terms
in the endorsement attached hereto or in the Agreement.

It witness whereof, Ambac has caused this Policy to be affixed with its
corporate seal and to be signed by its duly authorized officers in facsimile to
become effective as their original signatures and binding upon Ambac by virtue
of the countersignature of its duly authorized representative.



President                                        Secretary



Effective Date: December 23, 2003                Authorized Representative

<PAGE>

                                                                EXECUTED VERSION
                                                                ----------------






                CERTIFICATE GUARANTY INSURANCE POLICY ENDORSEMENT


Attached to and forming                           Effective Date of Endorsement:
part of Policy No. AB0725BE                                    December 23, 2003
issued to:


HSBC Bank USA, as Trustee on behalf of, and for the benefit of the Holders of,
the Asset Backed Pass-Through Certificates, Series 2003-HE3, Class A
Certificates, as Issued pursuant to the Agreement



         For all purposes of this Policy, the following terms shall have the
following meanings:

         "Agreement" shall mean the Pooling and Servicing Agreement, dated as of
December 1, 2003, among Citigroup Mortgage Loan Trust Inc., as Depositor, Wells
Fargo Home Mortgage, Inc., as Servicer, Wells Fargo Bank Minnesota, N.A., as
Trust Administrator, and the Trustee, as Trustee, without regard to any
amendment or supplement thereto unless such amendment or supplement has been
approved in writing by the Insurer.

         "Business Day" shall mean any day other than a Saturday, a Sunday or a
day on which banking institutions in the State of New York, the State of
Minnesota, the State of North Carolina, the State of Maryland, the State of Iowa
or in the city in which the corporate trust office of the Trustee under the
Agreement or the Insurer is located are authorized or obligated by law or
executive order to close.

         "Deficiency Amount" shall mean, with respect to the Class A
Certificates, as of any Distribution Date (including the Distribution Date
occurring on the Final Insured Distribution Date) the sum of (i) any shortfall
in amounts available in the Distribution Account to pay the monthly Senior
Interest Distribution Amount allocable to the Class A Certificates, net of any
interest shortfalls resulting from application of the Relief Act and any
Prepayment Interest Shortfalls allocated to the Class A Certificates, (ii) the
Class A Overcollateralization Deficiency Amount, if any, with respect to such
Distribution Date and (iii) the Certificate Principal Balance of the Class A
Certificates to the extent unpaid on the Final Stated Insured Distribution Date
or earlier termination of the Trust Fund pursuant to the terms of the Agreement
(after giving effect to all distributions to be made thereon on such
Distribution Date other than pursuant to this Policy).


<PAGE>

         "Due for Payment" shall mean, with respect to any Insured Amounts, such
amount that is due and payable under the Agreement on the related Distribution
Date.

         "First Distribution Date" shall mean January 26, 2004.

         "Final Insured Distribution Date" shall mean the Distribution Date in
January 2034.

         "Holder" shall mean any person who is the registered owner or
beneficial owner of any of the Class A Certificates and who, on the applicable
Distribution Date, is entitled under the terms of the Class A Certificates to
payment thereunder; provided, however, that a Holder does not include the
Trustee, the Seller, the Depositor, the Servicer or any of their respective
Affiliates.

         "Insurance Agreement" shall mean the Insurance and Indemnity Agreement
(as may be amended, modified or supplemented from time to time), dated as of
December 23, 2003, by and among the Insurer, Citigroup Global Markets Realty
Corp., as Seller, Wells Fargo Home Mortgage, Inc., as Servicer, Citigroup
Mortgage Loan Trust Inc., as the Depositor, Wells Fargo Bank Minnesota, N.A., as
Trust Administrator, and HSBC Bank USA, as Trustee.

         "Insurance Policy" or "Policy" shall mean this Certificate Guaranty
Insurance Policy together with each and every endorsement hereto.

         "Insured Amounts" shall mean, with respect to any Distribution Date,
the Deficiency Amount for such Distribution Date plus any Preference Amount for
such Distribution Date.

         "Insured Obligations" shall mean the Class A Certificates.

         "Insured Payments" shall mean, with respect to any Distribution Date,
the aggregate amount actually paid by the Insurer to the Trustee in respect of
Insured Amounts for such Distribution Date.

         "Insurer" shall mean Ambac Assurance Corporation, or any successor
thereto, as issuer of the Insurance Policy.

         "Late Payment Rate" shall mean the lesser of (a) the greater of (i) the
per annum rate of interest publicly announced from time to time by Citibank,
N.A. as its prime or base lending rate (any change in such rate of interest to
be effective on the date such change is announced by Citibank, N.A.), and (ii)
the then applicable rate of interest on the Class A Certificates and (b) the
maximum rate permissible under applicable usury or similar laws limiting
interest rates. The Late Payment Rate shall be computed on the basis of the
actual number of days elapsed over a year of 360 days for any Distribution Date.

         "Nonpayment" shall mean, with respect to any Distribution Date, an
Insured Amount which is Due for Payment but has not been and will not be paid in
respect of such Distribution Date pursuant to the Agreement.

         "Notice" shall mean the telephonic or telegraphic notice, promptly
confirmed in writing by telecopy substantially in the form of Exhibit A to the
Policy, the original of which is



                                      -2-
<PAGE>

subsequently delivered by registered or certified mail from the Trustee
specifying the Insured Amount which shall be due and owing on the applicable
Distribution Date.

         "Preference Amount" shall mean with respect to the Insured Obligations
any payment of principal or interest on the Insured Obligations, which would
have been covered under the Policy as an Insured Amount, which has been made to
a Holder of an Insured Obligation and which has been deemed a preferential
transfer and was previously recovered from its owner pursuant to the United
States Bankruptcy Code in accordance with a final, nonappealable order of a
court having competent jurisdiction.

         "Premium Percentage" shall have the meaning set forth in the Insurance
Agreement.

         "Reimbursement Amount" shall mean, as to any Distribution Date, the sum
of (x) (i) all Insured Payments paid by the Insurer, but for which the Insurer
has not been reimbursed prior to such Distribution Date pursuant to Section 4.01
of the Agreement, plus (ii) interest accrued thereon, calculated at the Late
Payment Rate from the date the Trustee received the related Insured Payments,
and (y) without duplication (i) any other amounts then due and owing to the
Insurer under the Insurance Agreement, but for which the Insurer has not been
reimbursed prior to such Distribution Date pursuant to Section 4.01 of the
Agreement, plus (ii) interest on such amounts at the Late Payment Rate.

         "Trustee" shall mean HSBC Bank USA, or any successor thereto under the
Agreement.

         Capitalized terms used herein and not otherwise defined shall have the
meaning assigned to them in the Agreement as of the date of execution of the
Policy, without giving effect to any subsequent amendment to or modification of
the Agreement unless such amendment or modification has been approved in writing
by the Insurer.

         The Insurer hereby agrees that if, as of any Distribution Date, it has
become subrogated to the rights of Holders by virtue of a previous payment under
this Policy, no recovery of such payment will occur unless the full amount of
the Holders' allocable distributions for such Distribution Date can be made. In
so doing, the Insurer does not waive its rights to seek full payment of all
Reimbursement Amounts owed to it under the Agreement and the Insurance
Agreement.

         As provided by the Policy, the Insurer will pay any amount payable
hereunder, other than Preference Amounts, no later than 12:00 noon, New York
City time, on the later of the Distribution Date on which the related Deficiency
Amount is due or the second Business Day following the Business Day of actual
receipt in New York, New York on a Business Day by the Insurer of a Notice;
provided that, if such Notice is received after 12:00 noon, New York City time,
on such Business Day, it shall be deemed to be received on the following
Business Day. If any such Notice is not in proper form or is otherwise
insufficient for the purpose of making claim under the Policy, it shall be
deemed not to have been received for purposes of this paragraph, and the Insurer
shall promptly so advise the Trustee and the Trustee may submit an amended or
corrected Notice.



                                      -3-
<PAGE>

         The Insurer shall pay any Preference Amount when due to be paid
pursuant to the Order referred to below, but in any event no earlier than the
third Business Day following receipt on a Business Day by the Insurer of (i) a
certified copy of a final, non-appealable order of a court or other body
exercising jurisdiction in such insolvency proceeding to the effect that the
Trustee or the Holder, as applicable, is required to return such Preference
Amount paid during the term of this Policy because such payments were avoided as
a preferential transfer or otherwise rescinded or required to be restored by the
Trustee or the Holder (the "Order"), (ii) a certificate by or on behalf of the
Trustee that the Order has been entered and is not subject to any stay, (iii) an
assignment, in form and substance satisfactory to the Insurer, duly executed and
delivered by the Trustee or the Holder, as applicable, irrevocably assigning to
the Insurer all rights and claims of the Trustee or the Holder, as applicable,
relating to or arising under the Agreement against the estate of the Trustee or
otherwise with respect to such Preference Amount and (iv) a Notice of Nonpayment
(attached hereto as Exhibit A) appropriately completed and executed by the
Trustee. Such payment shall be disbursed to the receiver, conservator,
debtor-in-possession or trustee in bankruptcy named in the Order, and not to the
Trustee or the Holder, as applicable, directly, unless the Trustee or the
Holder, as applicable, has made a payment of the Preference Amount to the court
or such receiver, conservator, debtor-in-possession or trustee in bankruptcy
named in the Order, in which case the Insurer will pay the Trustee on behalf of
the Holder, subject to the delivery of (a) the items referred to in clauses (i),
(ii), (iii) and (iv) above to the Insurer and (b) evidence satisfactory to the
Insurer that payment has been made to such court or receiver, conservator,
debtor-in-possession or trustee in bankruptcy named in the Order.
Notwithstanding the foregoing two sentences, the Insurer shall not be obligated
to pay any Preference Amount in respect of principal (other than principal paid
in connection with any Overcollateralization Deficiency Amounts) except on the
Final Stated Maturity Date or earlier termination of the Trust Fund pursuant to
the terms of the Agreement.

         The terms and provisions of the Agreement constitute the instrument of
assignment referred to in the second paragraph of the face of this Policy.

         A Premium will be payable on this Policy on each Distribution Date as
provided in the Agreement, beginning with the First Distribution Date, in an
amount equal to 1/12th of the product of (i) the Premium Percentage and (ii) the
aggregate Certificate Principal Balance of the Class A Certificates on such
Distribution Date (after giving effect to any distributions of principal to be
made on such Distribution Date); provided that on the First Distribution Date,
the initial Premium will be an amount equal to 1/12th of the product of the (i)
Premium Percentage and (ii) aggregate Certificate Principal Balance of the Class
A Certificates as of the Closing Date.

         The Policy to which this Endorsement is attached and of which it forms
a part is hereby amended to provide that there shall be no acceleration payment
due under the Policy unless such acceleration is at the sole option of the
Insurer. This Policy does not cover shortfalls, if any, attributable to the
liability of the Trust Fund, any REMIC or the Trustee for withholding taxes, if
any (including interest and penalties in respect of any such liability).

         Nothing herein contained shall be held to vary, alter, waive or extend
any of the terms, conditions, provisions, agreements or limitations of the above
mentioned Policy other than as



                                      -4-
<PAGE>

above stated. Notwithstanding the foregoing sentence, if there is any conflict
or inconsistency between the Policy and this Endorsement, the terms of this
Endorsement shall control.

         This Policy and the obligations of the Insurer hereunder will terminate
without any action on the part of the Insurer or any other person on the date
that is one year and one day following the earlier to occur of (i) the date on
which all amounts required to be paid on the Insured Obligations have been paid
in full and (ii) the Final Stated Maturity Date.

         No waiver of any rights or powers of the Insurer, the Holders or the
Trustee or consent by any of them shall be valid unless signed by an authorized
officer or agent thereof.

         This Policy is issued under and pursuant to, and shall be construed
under, the laws of the State of New York (without giving effect to the conflict
of laws provisions thereof).

         Under the terms and conditions specified in the Agreement, the Trust
Administrator may act as the agent of and on behalf of the Trustee with respect
to matters occurring under and actions to be taken pursuant to this Policy.

         THIS POLICY IS NOT COVERED BY THE PROPERTY/CASUALTY INSURANCE SECURITY
FUND SPECIFIED IN ARTICLE 76 OF THE NEW YORK INSURANCE LAW.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




                                      -5-
<PAGE>



         IN WITNESS WHEREOF, the Insurer has caused this Endorsement to the
Policy to be signed by its duly authorized officers.


Vice President                                   Assistant Secretary


_______________________________                  ______________________________



<PAGE>


                                    EXHIBIT A
                  TO THE CERTIFICATE GUARANTY INSURANCE POLICY
                  --------------------------------------------
                               Policy No. AB0725BE


                         NOTICE OF NONPAYMENT AND DEMAND
                         FOR PAYMENT OF INSURED AMOUNTS

                                               Date:  [                   ]

AMBAC ASSURANCE CORPORATION
One State Street Plaza
New York, New York  10004
Attention:  General Counsel

         Reference is made to Certificate Guaranty Insurance Policy No. AB0725BE
(the "Policy") issued by Ambac Assurance Corporation ("Ambac"). Terms
capitalized herein and not otherwise defined shall have the meanings specified
in the Policy and the Pooling and Servicing Agreement, dated as of December 1,
2003, among Citigroup Mortgage Loan Trust Inc., as Depositor, Wells Fargo Home
Mortgage, Inc., as Servicer, Wells Fargo Bank Minnesota, N.A., as Trust
Administrator, and HSBC Bank USA, as Trustee (without regard to any amendment or
supplement thereto unless such amendment or supplement has been approved in
writing by Ambac) (the "Agreement"), as the case may be, unless the context
otherwise requires and pursuant to which the Trust Administrator may act as the
agent of and on behalf of the Trustee with respect to matters occurring under
and actions to be taken pursuant to the Policy on behalf of the Trustee.

         The Trustee hereby certifies as follows:

         1.       The Trustee is the Trustee under the Agreement for the Class A
                  Certificates.

         2.       The relevant Distribution Date or Final Stated Maturity Date
                  is [date].

         3.       Payment on the Class A Certificates in respect of the
                  Distribution Date is due to be received on
                  ____________________________ under the Agreement, in an amount
                  equal to $_____________________.

         [3.      The amount to be paid to the Holders of the Class A
                  Certificates on the Final Stated Maturity Date is
                  $__________.]

         4.       There is a Deficiency Amount and/or Preference Amount of
                  $________________ in respect of the Class A Certificates,
                  which amount is an Insured Amount pursuant to the terms of the
                  Agreement.

         5.       The sum of $__________________ is the Insured Amount that is
                  Due for Payment.



                                      A-1
<PAGE>

         6.       The Trustee has not heretofore made a demand for the Insured
                  Amount in respect of the Distribution Date. 7. The Trustee
                  hereby requests the payment of the Insured Amount that is Due
                  for Payment be made by Ambac under the Policy and directs that
                  payment under the Policy be made to the following account by
                  bank wire transfer of federal or other immediately available
                  funds in accordance with the terms of the Policy to:

         [Trustee's account number.]

         8.       The Trustee hereby agrees that, following receipt of the
                  Insured Amount from Ambac, it shall (a) hold such amounts in
                  trust and apply the same directly to the distribution of
                  payment on the Class A Certificates when due; (b) not apply
                  such funds for any other purpose; (c) deposit such funds to
                  the [Insurance Account] and not commingle such funds with
                  other funds held by the Trustee and (d) maintain an accurate
                  record of such payments with respect to the Class A
                  Certificates and the corresponding claim on the Policy and
                  proceeds thereof.

                  ANY PERSON WHO KNOWINGLY AND WITH INTENT TO DEFRAUD ANY
         INSURANCE COMPANY OR OTHER PERSON FILES AN APPLICATION FOR INSURANCE OR
         STATEMENT OF CLAIM CONTAINING ANY MATERIALLY FALSE INFORMATION, OR
         CONCEALS FOR THE PURPOSE OF MISLEADING, INFORMATION CONCERNING ANY FACT
         MATERIAL THERETO, COMMITS A FRAUDULENT INSURANCE ACT, WHICH IS A CRIME
         AND SHALL ALSO BE SUBJECT TO A CIVIL PENALTY NOT TO EXCEED FIVE
         THOUSAND DOLLARS AND THE STATED VALUE OF THE CLAIM FOR EACH SUCH
         VIOLATION.

                                                [Name of Trustee]



                                                By:
                                                   -----------------------------

                                                Title:__________________________
                                                         (Officer)




                                      A-2

<PAGE>

                                   EXHIBIT C-1

               FORM OF TRUST ADMINISTRATOR'S INITIAL CERTIFICATION

                                                                       [Date]

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

Wells Fargo Home Mortgage, Inc.
1 Home Campus
Des Moines, Iowa 50328-0001

                  Re:      Pooling and Servicing Agreement, dated as of December
                           1, 2003, among Citigroup Mortgage Loan Trust Inc.,
                           Wells Fargo Home Mortgage, Inc., HSBC Bank USA as
                           Trustee, Asset-Backed Pass-Through Certificates,
                           Series 2003-HE3
                           -----------------------------------------------------


Ladies and Gentlemen:

                  Attached is the Trust Administrator'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 constituting part of such Mortgage File (other
than such documents described in Section 2.01(ii)(B) and Section 2.01(v) of the
Pooling and Servicing Agreement) required to be delivered to it pursuant to the
Pooling and Servicing Agreement are in its possession, (ii) such documents have
been reviewed by it and appear regular on their face 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), (x)(A), (xi), (xii), (xiii), (xv) and (xix) of the definition of "Mortgage
Loan Schedule" accurately reflects information set forth in the Mortgage File.

                  The Trust Administrator is under no duty or obligation (i) to
inspect, review or examine any such documents, instruments, certificates or
other papers to determine whether they are genuine, enforceable, valid, legally
binding, effective or appropriate for the represented purpose or whether they
have actually been recorded or are in recordable form or that they are other
than what they purport to be on their face, (ii) to determine whether any
Mortgage File should include any of the documents specified in clause (v) of
Section 2.01 of the Pooling and Servicing Agreement or (iii) to determine the
perfection or priority of any security interest in any such documents or
instruments.

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

                                            By:_________________________________
                                            Name:
                                            Title:


                                      C-1-1

<PAGE>



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

                FORM OF TRUST ADMINISTRATOR'S FINAL CERTIFICATION

                                                         [Date]

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

Wells Fargo Home Mortgage, Inc.
1 Home Campus
Des Moines, Iowa 50328-0001

                  Re:      Pooling and Servicing Agreement, dated as of December
                           1, 2003, among Citigroup Mortgage Loan Trust Inc.,
                           Wells Fargo Home Mortgage, Inc., HSBC Bank USA as
                           Trustee, Asset-Backed Pass-Through Certificates,
                           Series 2003-HE3
                           -----------------------------------------------------

Ladies and Gentlemen:

                  In accordance with Section 2.01 of the above-captioned Pooling
and Servicing Agreement, the undersigned, as Trust Administrator, 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 (including any riders
                           thereto), endorsed in blank or in the following form:
                           "Pay to the order of HSBC Bank USA, as Trustee under
                           the applicable agreement, without recourse," 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, 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;

                  (iii)    unless the Mortgage Loan is registered on the
                           MERS(R)System, an original Assignment in blank;

                  (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); and

                  (v)      the original lender's title insurance policy,
                           together with all endorsements or riders that were
                           issued with or subsequent to the issuance of such
                           policy, insuring the Mortgage on the Mortgaged
                           Property represented therein as a fee interest vested
                           in the Mortgagor, or in the event such original title
                           policy is unavailable, a written commitment or
                           uniform binder or preliminary report of title issued
                           by the title insurance or escrow company.


                                      C-2-2

<PAGE>



                  The Trust Administrator has made no independent examination of
any documents contained in each Mortgage File beyond the review specifically
required in the above-referenced Pooling and Servicing Agreement. The Trust
Administrator is under no duty or obligation (i) to inspect, review or examine
any such documents, instruments, certificates or other papers to determine
whether they are genuine, enforceable, valid, legally binding, effective or
appropriate for the represented purpose or whether they have actually been
recorded or are in recordable form or that they are other than what they purport
to be on their face, (ii) to determine whether any Mortgage File should include
any of the documents specified in clause (v) of Section 2.01 of the Pooling and
Servicing Agreement or (iii) to determine the perfection or priority of any
security interest in any such documents or instruments.

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


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

                                             By:______________________________
                                             Name:
                                             Title:






                                      C-2-3

<PAGE>



                                   EXHIBIT D-1
                                   -----------

                              FORM OF CAP CONTRACT

                             Available Upon Request



                                       D-1

<PAGE>



                                   EXHIBIT D-2
                                   -----------

                 FORM OF ENCORE MORTGAGE LOAN PURCHASE AGREEMENT


                                       D-2

<PAGE>

                        MORTGAGE LOAN PURCHASE AGREEMENT

                  This is a Mortgage Loan Purchase Agreement (this "Agreement"),
dated December 22, 2003, between Citigroup Global Markets Realty Corp., a New
York corporation (the "Seller") and Citigroup Mortgage Loan Trust Inc., a
Delaware corporation (the "Purchaser").

                              Preliminary Statement
                              ---------------------

                  The Seller intends to sell the Mortgage Loans (as hereinafter
identified) 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
2003-HE3 (the "Certificates"). The Certificates will consist of nine classes of
certificates and will be issued pursuant to a Pooling and Servicing Agreement,
dated as of December 1, 2003 (the "Pooling and Servicing Agreement"), among the
Depositor as depositor, Wells Fargo Home Mortgage, Inc. as servicer (the
"Servicer"), HSBC Bank USA as trustee (the "Trustee") and Wells Fargo Bank
Minnesota, N.A. as trust administrator (the "Trust Administrator"). 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 December 23, 2003 (the
"Closing Date"), certain fixed-rate and adjustable-rate conventional, one- to
four-family, first and second lien residential mortgage loans (the "Mortgage
Loans"), having an aggregate principal balance as of the close of business on
December 1, 2003, (the "Cut-off Date") of $460,260,646 (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 including the right to any Prepayment
Charges payable by the related Mortgagors in connection with any Principal
Prepayments on the Mortgage Loans. In addition to the sale of the Mortgage
Loans, the Seller will cause the Cap Contract to be transferred to the
Purchaser.

                  SECTION 2. MORTGAGE LOAN SCHEDULE. The Purchaser and the
Seller have agreed upon which of the mortgage loans owned by the Seller and
purchased from the Originator 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 shall
describe such Mortgage Loans and set forth all of the Mortgage Loans to be
purchased under this Agreement, including the Prepayment Charges. The Closing
Schedule will conform to the requirements set forth in this Agreement and, with
respect to the Mortgage Loans subject to this Agreement, to the definition of
"Mortgage Loan Schedule" under the Pooling and Servicing Agreement. The Closing
Schedule shall be used as part of the Mortgage Loan Schedule under the Pooling
and Servicing Agreement and shall be based on information provided by the
Originator.

                  SECTION 3. CONSIDERATION.

                  (a) In consideration for the Mortgage Loans to be purchased
hereunder, the



<PAGE>



Purchaser shall, as described in Section 8, 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.

                  (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 and the Cap Contract, together with its rights under this
Agreement, to the Trustee for the benefit of the Certificateholders.

                  SECTION 4. TRANSFER OF THE MORTGAGE LOANS.

                  (a) POSSESSION OF MORTGAGE FILES. The Seller does hereby sell,
         and in connection therewith hereby assigns, to the Purchaser, effective
         as of the Closing Date, without recourse but subject to the terms of
         this Agreement, all of its right, title and interest in, to and under
         the Mortgage Loans, including the related Prepayment Charges. 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 (including any riders thereto),
         endorsed in blank or in the following form: "Pay to the order of HSBC
         Bank USA, as Trustee under the applicable agreement, without recourse,"
         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, 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 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, an original Assignment in blank;


                                       -2-

<PAGE>



                  (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 or copies of each assumption, modification,
written assurance or substitution agreement, if any; and

                  (vi) the original lender's title insurance policy, together
with all endorsements or riders that were issued with or subsequent to the
issuance of such policy, insuring the Mortgage on the Mortgaged Property
represented therein as a fee interest vested in the Mortgagor, or in the event
such original title policy is unavailable, a written commitment or uniform
binder or preliminary report of title issued by the title insurance or escrow
company.

                  With respect to a maximum of 2.0% of the Mortgage Loans, by
outstanding principal balance of the 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 Purchaser of a photocopy of such Mortgage
Note, if available, with a lost note affidavit substantially in the form of
Exhibit K attached to the Pooling and Servicing Agreement. If any of the
original Mortgage Notes for which a lost note affidavit was delivered to the
Purchaser is subsequently located, such original Mortgage Note shall be
delivered to the Purchaser 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 Purchaser of a copy of each
such document certified by the applicable originator or the 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 applicable originator or the Seller,
delivery to the Purchaser 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. Notice shall be provided to the
Trustee, the Trust Administrator and the Rating Agencies by the Seller if
delivery pursuant to clause (2) above will be made more than 180 days after the
Closing Date. If the original lender's title insurance policy was not delivered
pursuant to Section 4(b)(vi) above, the Seller shall deliver or cause to be
delivered to the Purchaser, promptly after receipt thereof, the original
lender's title insurance policy. The Seller shall deliver or cause to be
delivered to the Purchaser 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 or modification of any Mortgage Loan.

                  Except with respect to any Mortgage Loan for which MERS is
identified on the Mortgage or on a properly recorded assignment of the Mortgage
as the mortgagee of record, the Servicer shall enforce the obligation of the
Seller under this Agreement to promptly (within sixty days following the later
of the Closing Date and the date of receipt by the Trustee of the recording


                                       -3-

<PAGE>



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
the Seller and at no expense to the Trust Fund, the Trustee, the Trust
Administrator, the Servicer or the Depositor, in the appropriate public office
for real property records, each Assignment referred to in Sections 4(b)(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, as Trustee under the applicable agreement." In the event
that any such Assignment is lost or returned unrecorded because of a defect
therein, 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. If the Seller fails
to pay the cost of recording the Assignments, 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.

                  In connection with the assignment of any Mortgage Loan
registered on the MERS(R) System, the Seller 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 Purchaser to the Trustee in
accordance with this Agreement for the benefit of the Certificateholders and the
Certificate Insurer by including (or deleting, in the case of Mortgage Loans
which are 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 Purchaser further agrees that it
will not, and will not permit the Servicer to, and the Servicer 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.

                  All original documents relating to the Mortgage Loans that are
not delivered to the Purchaser are and shall be held by the Seller or the
Servicer, as the case may be, in trust for the benefit of the Purchaser, its
assignee, transferee or designee. 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 Purchaser. Any such
original document delivered to or held by 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 Servicer.

                  (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 reasonably


                                       -4-

<PAGE>



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, the Trust
Administrator, 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.

                  (a) 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 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


                                       -5-

<PAGE>



         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.

                  (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


                                      -6-

<PAGE>



         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 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.

                  (xiii) 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.

                  (xiv) 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.

                  (xv) Each Mortgage Loan constitutes a "qualified mortgage"
         within the meaning of Section 860G(a)(3) of the Code.

                  (xvi) 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.

                  (xvii) None of the Mortgage Loans are High Cost as defined by
         any applicable predatory and abusive lending laws.


                  SECTION 6. REPRESENTATIONS AND WARRANTIES OF THE SELLER
                             RELATING TO THE INDIVIDUAL MORTGAGE LOANS.

                  The Seller hereby represents and warrants to the Purchaser
that as to each Mortgage Loan as of the Closing Date or as of such other date as
specified herein:

                  (i) The information set forth in the Mortgage Loan Schedule is
true and correct in all material respects.

                  (ii) Each Mortgage Loan is secured by (i) a detached
one-family dwelling, (ii) a


                                       -7-

<PAGE>



detached two- to four-family dwelling, (iii) a one-family dwelling unit in a
condominium project, (iv) a one-family dwelling unit in a cooperative unit or
(v) a detached one-family dwelling in a planned unit development.

                  (iii) With respect to each Mortgage Loan, the Seller is in
possession of a Mortgage File.

                  (iv) The origination, servicing, collection, and foreclosure
practices used by Seller, Seller's predecessors in interest and/or any servicer
with respect to each Mortgage Loan have been in all respects legal, proper,
prudent and customary in the mortgage origination and servicing business. Any
and all federal, state or local requirements including, without limitation,
usury, truth in lending, real estate settlement procedures, consumer credit
protection, predatory lending, abusive lending, equal credit opportunity or
disclosure laws applicable at the time of origination to the Mortgage have been
complied with. At the time Seller and/or Seller's predecessor in interest
originated any HOEPA or other "high cost," "predatory," "threshold," "covered,"
(or any comparable term) Mortgage Loan (as said term is defined by applicable
state law), it had procedures in place to test that all applicable origination
requirements were complied with and the Mortgage Loan resulted in a reasonably
improved financial position (or other benefit) to the Mortgagor to the extent
required by law at the time of origination. Seller shall deliver or cause to be
delivered to Purchaser upon request, any required evidence of compliance with
all such requirements. Prior to the Servicing Transfer Date the Seller shall
maintain in its possession available for the Purchaser's inspection and shall
deliver to the Purchaser upon request, evidence of compliance with all such
requirements. Mortgage Loans so identified on the Mortgage Loan Schedule have
been serviced by the Daily Simple Interest Method. There has been no fraud,
dishonesty, misrepresentation or negligence in connection with the origination,
solicitation or servicing of any Mortgage Loan. With respect to escrow deposits
and payments, if any, all such payments are in the possession of, or under the
control of, the Seller. No escrow deposits or payments or other charges or
payments due the Seller have been capitalized under any Mortgage or the related
Mortgage Note except as agreed to in any related modification agreement with the
borrower, and no such escrow deposits or escrow payments are being held by
Seller for any work on a Mortgaged Property which has not yet been completed
except as listed on the Mortgage Loan Schedule.

                  (v) The Seller has not advanced funds for the related Mortgage
Note directly or indirectly, for the payment of principal or interest with
respect to the related Mortgage, except for interest accruing from the date of
the Mortgage Note or date of disbursement of the Mortgage Loan proceeds,
whichever is later, to the date which precedes by 30 days the first Due Date
under the related Mortgage Note.

                  (vi) No Mortgaged Property has been sold to pay delinquent
taxes, assessments or other similar amounts, and no such sale has been scheduled
with respect to any Mortgaged Property. With respect to any Mortgage Loan which
is secured by a second lien, there has been no sale and no sale is scheduled of
the Mortgaged Property due to a default under the related first lien.

                  (vii) The terms of the Mortgage Note and the Mortgage have not
been waived, altered or modified in any respect, except by written instruments
that are part of the Mortgage File. No instrument of waiver, alteration or
modification has been executed, and no Mortgagor has been


                                       -8-

<PAGE>



released, in whole or in part, except in connection with (i) certain extensions
and repayment plans, (ii) a written agreement, which written agreement is part
of the Collateral File and (iii) as provided in Section 6(ix).

                  (viii) All improvements upon the Mortgaged Property are
insured by a generally acceptable insurer acceptable to the nationally
recognized statistical rating agencies against loss of fire, and such other
hazards as are customary in the area where the Mortgaged Property is located, or
in lieu thereof by force placed insurance, such coverage to be in an amount at
least equal to the lesser of (1) 100% of the maximum insurable value of such
improvements; (2) the replacement value of such improvements; and (3) the
outstanding principal balance of the related Mortgage Loan. All such insurance
policies (collectively, the "hazard insurance policy") contain a standard
mortgagee clause naming Seller or the interim servicer, its successors and
assigns as loss payee or named insured, as applicable, and all premiums thereon
have been paid. The Mortgage obligates the Mortgagor thereunder to maintain all
such insurance at Mortgagor's cost and expense, and on the Mortgagor's failure
to do so, authorizes the holder of the Mortgage to maintain such insurance at
Mortgagor's cost and expense and to seek reimbursement therefore from the
Mortgagor. If required by the terms of the applicable Mortgage Loan, Seller has
established and maintained escrow accounts for the collection of hazard
insurance premiums from the Mortgagor as permitted by applicable law. With
respect to force-placed insurance, any adjustment amounts due to the Mortgagor
have been paid or are in process of being paid and will be paid within 30 days
following the Closing Date. The hazard insurance policy is the valid and binding
obligation of the insurer, is in full force and effect, and will be in full
force and effect and inure to Purchaser's benefit upon the sale of the Mortgage
Loans to Purchaser. Such insurance policy requires prior notice to Seller or the
interim servicer of termination or cancellation, and no such notice has been
received. Seller has not engaged in, and has no knowledge of the Mortgagor
having engaged in, any act or omission which would impair the coverage of any
such policy, the benefits of any endorsements provided herein, or the validity
and binding effect of either. If such Mortgaged Property is in an area
identified in the Federal Register by the Federal Emergency Management Agency as
having special flood hazards (and such flood insurance has been made available)
a flood insurance policy meeting the requirements of the current guidelines of
the Federal Insurance Administration is in effect, [with the exception of
Mortgage Loans originated by CIT]. No action, inaction, or event has occurred
and no state of fact exists or has existed that has resulted or will result in
the exclusion from, denial of, or defense to coverage under any applicable
hazard insurance policy, PMI Policy or bankruptcy bond, irrespective of the
cause of such failure of coverage. In connection with the placement of any such
insurance, no commission, fee, or other compensation has been or will be
received by Seller or any designee of Seller or any corporation in which Seller
or any officer, director, or employee had a financial interest at the time of
placement of such insurance.

                  (ix) The Mortgage has not been satisfied, canceled or
subordinated or rescinded, and the Mortgaged Property has not been released from
the lien of the Mortgage, in whole or in part, except for subordinations or
partial releases as disclosed in the Mortgage File. Neither the Mortgage Note
nor the Mortgage is subject to any right of rescission, set off, counterclaim or
defense, including the defense of usury.

                  (x) The Mortgage is a valid, subsisting and enforceable first
or second lien on the Mortgaged Property as set forth on the Mortgage Loan
Schedule, including all improvements on the


                                       -9-

<PAGE>



Mortgaged Property, any manufactured home identified in the Mortgage or located
on the Mortgaged Property, and all additions, alterations and replacements made
at any time with respect to the foregoing. Such lien is subject only to: (i) the
lien of real property taxes and assessments not yet due and payable; (ii)
covenants, conditions and restrictions, rights of way, easements and other
matters of the public record as of the date of recording being acceptable to
prudent mortgage lending institutions generally; (iii) with respect to a
Mortgage Loan which is a second lien Mortgage Loan, one prior recorded mortgage;
and (iv) other matters to which like properties are commonly subject which do
not materially interfere with the benefits of the security intended to be
provided by the Mortgage or the use, enjoyment, value or marketability of the
related Mortgaged Property. Any security agreement, chattel mortgage or
equivalent document related to and delivered in connection with the Mortgage
Loan establishes and creates a valid, perfected and enforceable first or
subordinate lien on the property described therein and the Seller has the full
right to sell and assign the same to the Purchaser.

                  (xi) The Mortgage Note and the related Mortgage are genuine
and each is the legal, valid and binding obligation of the maker thereof,
enforceable in accordance with its terms, subject to (i) applicable bankruptcy,
insolvency, reorganization, moratorium and other similar laws affecting the
enforcement of creditors' rights generally and (ii) general principles of equity
regardless of whether such enforcement is considered in a proceeding in equity
or at law.

                  (xii) All parties to the Mortgage Note and all parties to any
agreement affecting the Mortgage Loan, including, but not limited to, the
Mortgage and any assumption or substitution agreement, had legal capacity to
enter into the Mortgage Note, the Mortgage and any such other agreement related
to the Mortgage Loan and to execute and deliver the Mortgage Note, the Mortgage,
and any such agreement, and the Mortgage Note, the Mortgage and any such
agreement each have been duly and properly authorized, executed and delivered by
such parties.

                  (xiii) The proceeds of the Mortgage Loan have been fully
disbursed and there is no requirement for future advances thereunder, and any
and all requirements as to completion of any on-site or off-site improvements
and as to disbursements of any escrow funds therefor have been complied with and
completed. All costs, fees and expenses incurred in making, or closing or
recording the Mortgage Loans were paid.

                  (xiv) The Mortgage Note and the Mortgage are not assigned or
pledged by the Seller, and the Seller has good and marketable title thereto, and
the Seller is the sole owner thereof and has full right to transfer and sell the
Mortgage Loans to the Purchaser free and clear of any encumbrance, equity, lien,
pledge, charge, claim or security interest of any nature.

                  (xv) To Seller's knowledge, all parties which have had any
interest in the Mortgage, whether as mortgagee, assignee, pledgee or otherwise,
are (or, during the period in which they held and disposed of such interest,
were): (i) in compliance with any and all applicable licensing requirements of
the laws of the state wherein the Mortgaged Property is located; (ii) organized
under the laws of such state; or (iii) qualified to do business in such state;
or (iv) federal savings and loan associations or national banks having principal
offices in such state; or (v) not doing business in such state.



                                      -10-

<PAGE>



                  (xvi) Each Mortgage Loan, except as noted on the Mortgage Loan
Schedule, is covered by an ALTA lender's title insurance policy, attorney title
opinion, short form policy or other generally acceptable form of policy, or
insurance acceptable to FNMA or FHLMC, with a mortgage endorsement substantially
in the form of ALTA Form 6.1, issued by a title insurer acceptable to FNMA and
FHLMC and qualified to do business in the jurisdiction where the Mortgaged
Property is located. The Seller is the sole insured lender of such lender's
title insurance policy, and such lender's policy is in full force and effect and
will be in full force and effect upon the consummation of the transactions
contemplated by this Agreement.

                  (xvii) With the exception of balloon loans, each Mortgage Note
requires a scheduled Monthly Payment which is sufficient to fully amortize the
outstanding principal balance as of the first day of such period over the then
remaining term of such Mortgage Note and to pay interest at the related Mortgage
Interest Rate. If the Mortgage Interest Rate changes on an Adjustment Date, the
then outstanding principal balance will be reamortized over the remaining life
of the Mortgage Loan. No Mortgage Loan contains terms or provisions which would
result in negative amortization. No adjustable rate Mortgage Loan is convertible
to a fixed rate Mortgage Loan.

                  (xviii) To Seller's knowledge, the Mortgaged Property is free
of material damage and waste and there is no proceeding pending for the total or
partial condemnation thereof due to material damage or waste.

                  (xix) The related Mortgage contains customary provisions such
as to render the rights and remedies of the holder thereof adequate for the
realization against the Mortgaged Property of the benefits of the security
provided thereby, including: (i) in the case of a Mortgage designated as a deed
of trust, by trustee's sale and (ii) otherwise by judicial foreclosure. There is
no homestead or other exemption available to the Mortgagor which would interfere
with the right to sell the Mortgaged Property at a trustee's sale or the right
to foreclose the Mortgage.

                  (xx) The related Mortgage Note is not and has not been secured
by any collateral except the lien of the corresponding Mortgage and the security
interest of any applicable security agreement or chattel mortgage referred to in
Section 6(x) above.

                  (xxi) Except as noted in the Mortgage Loan Schedule, the
Mortgage File contains an appraisal of the related Mortgaged Property made and
signed prior to the approval of the Mortgage Loan application.

                  (xxii) Any primary mortgage insurance listed on the Mortgage
Loan Schedule is in full force and effect and will be in full force and effect
upon the Closing Date, and the related Mortgage obligates the Mortgagor to
maintain such insurance and to pay all premiums and charges in connection
therewith. No claims have been made under such insurance policy, and no prior
holders of the related Mortgage, including the Seller, have done, by act or
omission, anything which would impair the coverage of such insurance policy.

                  (xxiii) The Mortgage Loan meets, or is exempt from, applicable
state or federal laws, regulations and other requirements pertaining to usury.



                                      -11-

<PAGE>



                  (xxiv) If the Mortgage is a deed of trust, a trustee, duly
qualified under applicable law to serve as such, has been properly designated
and currently so serves or may be substituted in accordance with applicable law,
and is named in the Mortgage. No fees or expenses are or will become payable by
the Purchaser to the trustee under the deed of trust, except in connection with
a trustee's sale after default by the Mortgagor.

                  (xxv) If the Mortgage Loan is an Adjustable Rate Loan, the
Mortgage Interest Rate and Monthly Payment for each Adjustment Date occurring
prior to the Closing Date has been properly calculated and the related Mortgagor
has been notified of such adjustments, all in accordance with the related
Mortgage Note and applicable law.

                  (xxvi) If the Mortgage Loan is a Cooperative Loan, the
Cooperative Corporation that owns title to the related cooperative apartment
building is in compliance with all applicable federal, state and local law and
is a "cooperative housing corporation" within the meaning of Section 216 of The
Internal Revenue Code of 1986 (the "Code").

                  (xxvii) There is no proceeding pending or, to Seller's
knowledge, threatened for the total or partial condemnation of the Mortgaged
Property; and, to Seller's knowledge, the Mortgaged Property does not contain a
material amount of any hazardous substance in violation of law and to Seller's
knowledge no hazardous substance is used, stored or exists over, on or under the
Mortgaged Property that would affect materially and adversely the use of the
Mortgaged Property for its current uses.

                  (xxviii) The Mortgage contains a provision for the
acceleration of the payment of the unpaid principal balance of the Mortgage Loan
in the event that the Mortgaged Property is sold or transferred without the
prior written consent of the Mortgagee thereunder.

                  (xxix) The Mortgage Loan does not contain provisions pursuant
to which Monthly Payments are paid or partially paid with funds deposited in any
separate account established by the Seller, the Mortgagor or anyone on behalf of
the Mortgagor, or paid by any source other than the Mortgagor nor does it
contain any other similar provisions currently in effect which may constitute a
"buydown" provision. The Mortgage Loan is not a graduated payment mortgage loan,
with the exception of balloon payments, where applicable, and the Mortgage Loan
does not have a shared appreciation or other contingent interest feature.

                  (xxx) If the Mortgage Loan is secured by real property to
which a manufactured home has been attached, (i) the manufactured home is
classified as real property for all purposes under applicable law, (ii) the
wheels and axels have been removed, and the manufactured home has been attached
to a permanent foundation, and (iii) the Mortgage Loan meets all property type
requirements to be eligible for purchase by Fannie Mae and Freddie Mac.

                  (xxxi) Except for routine foreclosure and bankruptcy
proceedings (with "routine" not including foreclosure counterclaims or adversary
proceedings of any kind) disclosed on the Mortgage Loan Schedule, there is no
pending, or to the knowledge of Seller threatened, litigation involving Seller
and/or related to any Mortgage Loan that could affect the Purchaser's right,
title or interest therein or the priority of the Mortgage on the underlying
Mortgaged Property.


                                      -12-

<PAGE>



                  (xxxii) At the origination of each Mortgage Loan, all
improvements which were considered in determining the appraised value of the
related Mortgaged Property lay wholly within the boundaries and building
restriction lines of the Mortgaged Property and no improvements on adjoining
properties encroached upon the Mortgaged Property. Each Mortgaged Property is
properly zoned for its intended and actual uses.

                  (xxxiii) At origination each Mortgaged Property was lawfully
occupied under applicable law, all inspections, licenses and certificates
required to be made or issued with respect to all occupied portions of the
Mortgaged Property and, with respect to the use and occupancy of the same,
including but not limited to certificates of occupancy, have been made or
obtained from the appropriate authorities and no improvement located on or part
of the Mortgaged Property is in violation of any zoning law or regulation.

                  (xxxiv) Each agreement with a servicer of the Mortgage Loan,
if any, provides for the termination of the servicing rights relating to the
Mortgage Loan on the related Servicing Transfer Date, without the payment of any
termination fee or other expense by Purchaser.

                  (xxxv) Except as set forth on the Mortgage Loan Schedule, the
Mortgage Loan has a fully assignable life of loan tax service contract with
Transamerica Real Estate Tax Service or First American Real Estate Tax Service
which may be assigned without the payment of any fee by Purchaser.

                  (xxxvi) Except as noted on the Mortgage Loan Schedule, the
mortgagor is not currently receiving any relief under the Soldiers and Sailors
Civil Relief Act of 1940.

                  (xxxvii) No Mortgage Loan was made to facilitate the trade-in
or exchange of a Mortgaged Property.

                  (xxxviii) Any principal advances made to the mortgagor prior
to the related Cut-off Date have been consolidated with the outstanding
principal amount secured by the Mortgage, and the secured principal amount, as
consolidated, bears a single interest rate and single repayment term. The lien
of the Mortgage securing the consolidated principal amount is expressly insured
as having first or second lien priority by a title insurance policy, an
endorsement to the policy insuring the mortgagee's consolidated interest or by
other title evidence acceptable to FNMA and FHLMC. The consolidated principal
amount does not exceed the original principal amount by more than $10,000.

                  (xxxix) Except as noted on the Mortgage Loan Schedule, no
Mortgage Loan had a Loan-to-Value Ratio or a Combined Loan-to-Value Ratio (each
as defined herein) at origination in excess of 100%. Loan-to-Value Ratio means
with respect to any Mortgage Loan as of any date of determination, the ratio on
such date of the outstanding principal amount of the Mortgage Loan to the
Appraised Value of the Mortgaged Property. Combined Loan-to-Value Ratio means
with respect to any Mortgage Loan secured by a second lien on the Mortgaged
Property securing the related Mortgage Note, the fraction, expressed as a
percentage, the numerator of which is the sum of (a) the original principal
balance of the Mortgage Loan, plus (b) the unpaid principal balance of the
related first mortgage loan secured by the Mortgaged Property as of such date,
and the denominator of which is the Appraised Value of the related Mortgaged
Property.


                                      -13-

<PAGE>



                  (xl) No Mortgagor was required to purchase any credit life,
disability, accident or health insurance product as a condition of obtaining the
extension of credit. No Mortgagor obtained a prepaid single premium credit life,
disability, accident or health insurance policy in connection with the
origination of the Mortgage Loan; None of the proceeds of the Mortgage Loan were
used to purchase or finance single-premium credit life or disability insurance
policies or any comparable insurance.

                  (xli) With respect to each Mortgage Loan that is secured in
whole or in part by the interest of the mortgagor as a lessee under a ground
lease of the related Mortgaged Property (a "Ground Lease") and not by a fee
interest in such Mortgaged Property:

                  (a ) The mortgagor is the owner of a valid and subsisting
                  interest as tenant under the Ground Lease;

                  (b) The Ground Lease is in full force and effect, unmodified
                  and not supplemented by any writing or otherwise;

                  (c) The mortgagor is not in default under any of the terms
                  thereof and there are no circumstances which, with the passage
                  of time or the giving of notice or both, would constitute an
                  event of default thereunder;

                  (d) The lessor under the Ground Lease is not in default under
                  any of the terms or provisions thereof on the part of the
                  lessor to be observed or performed;

                  (e) The term of the Ground Lease exceeds the maturity date of
                  the related Mortgage Loan by at least ten years;

                  (f) The Ground Lease or a memorandum thereof has been recorded
                  and by its terms permits the leasehold estate to be mortgaged.
                  The Ground Lease grants any leasehold mortgagee standard
                  protection necessary to protect the security of a leasehold
                  mortgagee;

                  (g) The Ground Lease does not contain any default provisions
                  that could give rise to forfeiture or termination of the
                  Ground Lease except for the non-payment of the Ground Lease
                  rents;

                  (h) The execution, delivery and performance of the Mortgage do
                  not require the consent (other than those consents which have
                  been obtained and are in full force and effect) under, and
                  will not contravene any provision of or cause a default under,
                  the Ground Lease; and

                  (i) The Ground Lease provides that the leasehold can be
                  transferred, mortgaged and sublet an unlimited number of times
                  either without restriction or on payment of a reasonable fee
                  and delivery of reasonable documentation to the lessor.



                                      -14-

<PAGE>



                  (xlii) No Mortgage Loan is subject to nullification pursuant
to Executive Order 13224 (the "Executive Order") or the regulations promulgated
by the Office of Foreign Assets Control of the United States Department of the
Treasury (the "OFAC Regulations") or in violation of the Executive Order or the
OFAC Regulations, and no Mortgagor is subject to the provisions of such
Executive Order or the OFAC Regulations nor listed as a "blocked person" for
purposes of the OFAC Regulations.

                  (xliii) No Mortgage Loans are subject to the Georgia Fair
Lending Act ("GFLA") effective from October 1, 2002 to March 6, 2003.

                  (xliv) No Mortgage Loan is subject to the requirements of the
Home Ownership and Equity Protection Act of 1994 ("HOEPA") and no Mortgage Loan
is in violation of any state law or ordinance similar to HOEPA.

                  (xlv) The prepayment penalties included in the transaction are
enforceable and were originated in compliance with all applicable federal, state
and local laws.

                  (xlvi) No Mortgage Loan is a "High-Cost Home Loan" as defined
in the New Jersey Home Ownership Act effective November 27, 2003.

                  (xlvii) No Mortgage Loan is a "Home Loan" as defined under the
Nevada Assembly Bill No. 284, effective as of October 1, 2003, and the Nevada
home loans comply with all applicable laws.

                  (xlviii) No Mortgage Loan is a "High-Risk Home Loan" as
defined in the Illinois High-Risk Home Loan Act effective January 1, 2004.

                  (xlix) No Mortgage Loan, except as identified in detail to the
Rating Agencies, is a Section 10 mortgage under the Oklahoma Home Ownership and
Equity Protection Act.

                  (l) No Mortgage Loan is a "High-Cost Home Loan" as defined
under the Arkansas Home Loan Protection Act, effective as of July 14, 2003.

                  (li) No Mortgage Loan is a "High-Cost Home Loan" as defined
under Kentucky State Statute KRS 360.100, effective as of June 25, 2003.

                  (lii) No Mortgage Loan in the transaction originated in the
City of Los Angeles is subject to the City of Los Angeles California Ordinance
175008 as a home loan.

                  (liii) No Mortgage Loan is a "High Cost Home Loan" as defined
in New York Banking Law 6-1.

                  (liv) There are no mechanics' liens or claims for work, labor
or material rendered to the Mortgaged Property affecting any Mortgaged Property
which are or may be a lien prior to, or equal with, the lien of the related
Mortgage, except those which are insured against by the title insurance policy
referred to in (xvi) above.


                                      -15-

<PAGE>






                  SECTION 7. REPURCHASE OBLIGATION FOR DEFECTIVE DOCUMENTATION
                             AND FOR BREACH OF REPRESENTATION AND WARRANTY.

                  (a) The representations and warranties contained in Section 6
shall not be impaired by any review and examination of loan files or other
documents evidencing or relating to the Mortgage Loans or any failure on the
part of the Seller or the Purchaser to review or examine such documents and
shall inure to the benefit of any assignee, transferee or designee of the
Purchaser, including the Trustee for the benefit of the Certificateholders. 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 in respect of such Mortgage Loan.

                  Upon discovery by the Seller, the Purchaser or any assignee,
transferee or designee of the Purchaser of any materially defective document in,
or that any material document was not transferred by or at the direction of the
Seller (as listed on the Trustee's Preliminary Exception Report) as part of any
Mortgage File, or of a breach of any of the representations and warranties
contained in Section 6 that materially and adversely affects the value of any
Mortgage Loan or the interest therein of the Purchaser or the Purchaser's
assignee, transferee or designee, the party discovering such breach shall give
prompt written notice to the Seller. Within sixty (60) days of its discovery or
its receipt of notice of any such missing documentation that was not transferred
to the Purchaser as described above, or of materially defective documentation,
or of any such breach of a representation and warranty, the Seller promptly
shall deliver such missing document or cure such defect or breach in all
material respects or, in the event the Seller cannot deliver such missing
document or cannot cure such defect or breach, the Seller shall, within ninety
(90) days of its discovery or receipt of notice, either (i) repurchase the
affected Mortgage Loan at the Purchase Price (as such term is defined in the
Pooling and Servicing Agreement) or (ii) pursuant to the provisions of the
Pooling and Servicing Agreement, cause the removal of such Mortgage Loan from
the Trust Fund and substitute one or more Qualified Substitute Mortgage Loans.
The Seller shall amend the Closing Schedule to reflect the withdrawal of such
Mortgage Loan from the terms of this Agreement and the Pooling and Servicing
Agreement. The Seller shall deliver to the Purchaser such amended Closing
Schedule and shall deliver such other documents as are required by this
Agreement or the Pooling and Servicing Agreement within five (5) days of any
such amendment. Any repurchase pursuant to this Section 7(a) shall be
accomplished by transfer to an account designated by the Purchaser of the amount
of the Purchase Price, as such term is defined in the Pooling and Servicing
Agreement, in accordance with Section 2.03 of the Pooling and Servicing
Agreement. Any repurchase required by this Section shall be made in a manner
consistent with Section 2.03 of the Pooling and Servicing Agreement.


                                      -16-

<PAGE>



                  Notwithstanding the foregoing, within 90 days of the earlier
of discovery by the Seller or receipt of notice by the Seller of the breach of
the representation of the Seller set forth in Section 6(lii) above which
materially and adversely affects the interests of the Holders of the Class P
Certificates in any Prepayment Charge, the Seller shall pay the amount of the
scheduled Prepayment Charge, for the benefit of the Holders of the Class P
Certificates by remitting such amount to the Servicer for deposit into the
Collection Account, net of any amount previously collected by the Servicer or
paid by the Servicer, for the benefit of the Holders of the Class P Certificates
in respect of such Prepayment Charge.

                  (b) Notwithstanding the foregoing, with respect to an alleged
breach of a representation and warranty which breach is covered by a title
insurance policy, the Purchaser shall use reasonable efforts to enforce the
provisions of any related title insurance policy prior to seeking a remedy
against the Seller hereunder.

                  (c) It is understood and agreed that the obligations of the
Seller set forth in this Section 7 to cure or repurchase a defective Mortgage
Loan constitute the sole remedies of the Purchaser against the Seller respecting
a missing document or a breach of the representations and warranties contained
in Section 6.

                  SECTION 8. 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 a.m. 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 9 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;

                  (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 pursuant to Section 2.01
                           of the Pooling and Servicing Agreement;

                  (d)      The Seller shall have executed all the documents
                           required to be so executed pursuant to the Pooling
                           and Servicing Agreement; and

                  (e)      All other terms and conditions of this Agreement and
                           the Pooling and


                                      -17-

<PAGE>



                           Servicing 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 in immediately available funds.

                  SECTION 9. CLOSING DOCUMENTS. Without limiting the generality
of Section 8 hereof, the closing shall be subject to delivery of each of the
following documents:

                  (a)      An Officer's Certificate of the Seller, dated the
                           Closing Date, in form satisfactory to and upon which
                           the Purchaser and Citigroup Global Markets Inc. (the
                           "Representative") may rely, and attached thereto
                           copies of the certificate of incorporation, by-laws
                           and certificate of good standing of the Seller under
                           the laws of New York;

                  (b)      An Officer's Certificate of the Seller, dated the
                           Closing Date, in form satisfactory to and upon which
                           the Purchaser and the Representative may rely, with
                           respect to certain facts regarding the sale of the
                           Mortgage Loans by the Seller to the Purchaser;

                  (c)      An Opinion of Counsel of the Seller, dated the
                           Closing Date, in form satisfactory to and addressed
                           to the Purchaser and the Representative;

                  (d)      Such opinions of counsel as the Rating Agencies, the
                           Trustee or the Trust Administrator 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;

                  (e)      A letter from Deloitte & Touche LLP, certified public
                           accountants, 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 for Series
                           2003-HE3, dated December 22, 2003 (the "Prospectus
                           Supplement") relating to the Offered Certificates
                           contained under the captions "Summary--The Mortgage
                           Loans," "Risk Factors," (to the extent of information
                           concerning the Mortgage Loans contained therein) and
                           "The Mortgage Pool" agrees with the records of the
                           Seller; and

                  (f)      Such further information, certificates, opinions and
                           documents as the Purchaser or the Representative may
                           reasonably request.

                  SECTION 10. 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 costs and expenses incurred in connection with the
transfer and delivery of the Mortgage Loans, including without


                                      -18-

<PAGE>



limitation, recording fees, fees for title policy endorsements and continuations
and, except as set forth in Section 4(b), the fees for recording Assignments.

                  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)
the fees and expenses of the Seller's accountants and attorneys, the costs and
expenses incurred in connection with producing the Servicer's or any
Subservicer's loan loss, foreclosure and delinquency experience, the costs and
expenses incurred in connection with obtaining the documents referred to in
Sections 9(a), 9(b), 9(c) and 9(f), the costs and expenses of printing (or
otherwise reproducing) and delivering this Agreement, the Pooling and Servicing
Agreement, the Certificates, the prospectus and Prospectus Supplement, and any
private placement memorandum relating to the Certificates and other related
documents, the initial fees, costs and expenses of the Trustee and 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 cost of outside special counsel that
may be required by the Originator] and the fees charged by any rating agency to
rate the Certificates. All other costs and expenses in connection with the
transactions contemplated hereunder shall be borne by the party incurring such
expense.

                  SECTION 11. [RESERVED].

                  SECTION 12. [RESERVED].

                  SECTION 13. 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 8 hereof. Any Mortgage
Loans rejected by the Purchaser shall concurrently therewith be released from
the security interest created hereby. 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 8 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 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 re-delivery of the Mortgage
Loans, if delivery to


                                      -19-

<PAGE>



the Purchaser has occurred, and the security interest created by this Section 13
shall be deemed to have been released.

                  SECTION 14. 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 fax and, receipt of which is confirmed by telephone, 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 to such other
address as the Seller may designate in writing to the Purchaser.

                  SECTION 15. SEVERABILITY OF PROVISIONS. Any part, provision,
representation or warranty of this Agreement that is prohibited or that 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 that
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 16. 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 17. 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 18. 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 (WITHOUT GIVING EFFECT TO THE
CHOICE OF LAW PROVISIONS) AND DECISIONS OF THE STATE OF NEW YORK. THE PARTIES
HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL
OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.

                  SECTION 19. MISCELLANEOUS. This Agreement may be executed in
two or more


                                      -20-

<PAGE>



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 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.










                                      -21-

<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:      Wells Fargo Bank Minnesota, N.A.
         1015 10th Avenue S.E.
         Minneapolis, MN  55414-0031
         Attn:   Inventory Control-CMLTI 2003-HE3

         Re:      Pooling and Servicing Agreement dated December 1, 2003, by and
among Citigroup Mortgage Loan Trust Inc., as Depositor, Wells Fargo Home
Mortgage, Inc., as Servicer, Wells Fargo Bank Minnesota, N.A., as Trust
Administrator, and HSBC Bank USA, as Trustee

         In connection with the administration of the Mortgage Loans held by you
as Trust Administrator for the Owner pursuant to the above-captioned Pooling and
Servicing Agreement, we request the release, and hereby acknowledge receipt, of
the Trust Administrator'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 Trust Administrator
Should deliver the  Mortgage File:    _________________________________________
                                      _________________________________________
                                      _________________________________________


                                          By:__________________________________
                                                  (authorized signer)
                                          Issuer:______________________________
                                          Address:_____________________________
                                                  _____________________________

                                          Date:________________________________


                                       E-1

<PAGE>



CUSTODIAN

Wells Fargo Bank Minnesota, N.A.

Please acknowledge the execution of the above request by your signature and date
below:

____________________________________                          ________________
Signature                                                     Date

Documents returned to Trust Administrator:

____________________________________                          _________________
Custodian                                                     Date



                                       E-2

<PAGE>



                                   EXHIBIT F-1
                                   -----------

                    FORM OF TRANSFEROR REPRESENTATION LETTER

                                                      [Date]

HSBC Bank USA
452 Fifth Avenue
New York, NY 10018

Wells Fargo Bank Minnesota, N.A.
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479


                  Re:      Citigroup Mortgage Loan Trust Inc., Series 2003-HE3,
                           Asset-Backed 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
December 1, 2003, among Citigroup Mortgage Loan Trust Inc. as Depositor, Wells
Fargo Home Mortgage, Inc. as Servicer, Wells Fargo Bank Minnesota, N.A. as Trust
Administrator and HSBC Bank USA as Trustee (the "Pooling and Servicing
Agreement"), pursuant to which the Certificates were issued.




                                       E-3

<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:





                                       E-4

<PAGE>



                    FORM OF TRANSFEREE REPRESENTATION LETTER

                                                     [Date]

HSBC Bank USA
452 Fifth Avenue
New York, NY 10018

Wells Fargo Bank Minnesota, N.A.
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479

                  Re:      Citigroup Mortgage Loan Trust Inc., Series 2003-HE3,
                           Asset-Backed 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 December 1, 2003, among Citigroup Mortgage Loan Trust
Inc. as Depositor, Wells Fargo Home Mortgage, Inc. as Servicer, Wells Fargo Bank
Minnesota, N.A. and HSBC Bank USA as Trustee, pursuant to which the Certificates
were issued.

                                             [TRANSFEREE]

                                             By:__________________________
                                             Name:
                                             Title:




                                       E-5

<PAGE>




                                                          ANNEX 1 TO EXHIBIT F-1
                                                          ----------------------

               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, as Trustee, with respect to
the mortgage pass-through certificates (the "Certificates") described in the
Transferee Certificate to which this certification relates and to which this
certification is an Annex:

                  1. As indicated below, the undersigned is the President, Chief
Financial Officer, Senior Vice President or other executive officer of the
entity purchasing the Certificates (the "Transferee").

                  2. In connection with purchases by the Transferee, the
Transferee is a "qualified institutional buyer" as that term is defined in Rule
144A under the Securities Act of 1933 ("Rule 144A") because (i) the Transferee
owned and/or invested on a discretionary basis $______________________1 in
securities (except for the excluded securities referred to below) as of the end
of the Transferee's most recent fiscal year (such amount being calculated in
accordance with Rule 144A) and (ii) the Transferee satisfies the criteria in the
category marked below.

         ___ CORPORATION, ETC. The Transferee is a corporation (other than a
bank, savings and loan association or similar institution), Massachusetts or
similar business trust, partnership, or any organization described in Section
501(c)(3) of the Internal Revenue Code of 1986.

         ___ BANK. The Transferee (a) is a national bank or banking institution
organized under the laws of any State, territory or the District of Columbia,
the business of which is substantially confined to banking and is supervised by
the State or territorial banking commission or similar official or is a foreign
bank or equivalent institution, and (b) has an audited net worth of at least
$25,000,000 as demonstrated in its latest annual financial statements, a copy of
which is attached hereto.

         ___ SAVINGS AND LOAN. The Transferee (a) is a savings and loan
association, building and loan association, cooperative bank, homestead
association or similar institution, which is supervised and examined by a State
or Federal authority having supervision over any such institutions or is a
foreign savings and loan association or equivalent institution and (b) has an
audited net worth of at least

         ___ BROKER-DEALER. The Transferee is a dealer registered pursuant to
Section 15 of the Securities Exchange Act of 1934.

         ___ INSURANCE COMPANY. The Transferee is an insurance company whose
primary and predominant business activity is the writing of insurance or the
reinsuring of risks underwritten by insurance companies and which is subject to
supervision by the insurance commissioner or a similar official or agency of a
State, territory or the District of Columbia.

--------
         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.



                                       E-6

<PAGE>



         ___ 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 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:


                                       E-7

<PAGE>



                                       ____________________________________
                                       Print Name of Transferee


                                       By:_________________________________
                                       Name:
                                       Title:


                                       E-8

<PAGE>



                                                          ANNEX 2 TO EXHIBIT F-1
                                                          ----------------------

            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, as Trustee, with respect to
the mortgage pass- through certificates (the "Certificates") described in the
Transferee Certificate to which this certification relates and to which this
certification is an Annex:

                  1. As indicated below, the undersigned is the President, Chief
Financial Officer or Senior Vice President of the entity purchasing the
Certificates (the "Transferee") or, if the Transferee is a "qualified
institutional buyer" as that term is defined in Rule 144A under the Securities
Act of 1933 ("Rule 144A") because the Transferee is part of a Family of
Investment Companies (as defined below), is such an officer of the investment
adviser (the "Adviser").

                  2. In connection with purchases by the Transferee, the
Transferee is a "qualified institutional buyer" as defined in Rule 144A because
(i) the Transferee is an investment company registered under the Investment
Company Act of 1940, and (ii) as marked below, the Transferee alone, or the
Transferee's Family of Investment Companies, owned at least $100,000,000 in
securities (other than the excluded securities referred to below) as of the end
of the Transferee's most recent fiscal year. For purposes of determining the
amount of securities owned by the Transferee or the Transferee's Family of
Investment Companies, the cost of such securities was used.

         ____              The Transferee owned $___________________ in
                           securities (other than the excluded securities
                           referred to below) as of the end of the Transferee's
                           most recent fiscal year (such amount being calculated
                           in accordance with Rule 144A).

         ____              The Transferee is part of a Family of Investment
                           Companies which owned in the aggregate
                           $______________ in securities (other than the
                           excluded securities referred to below) as of the end
                           of the Transferee's most recent fiscal year (such
                           amount being calculated in accordance with Rule
                           144A).

                  3. The term "FAMILY OF INVESTMENT COMPANIES" as used herein
means two or more registered investment companies (or series thereof) that have
the same investment adviser or investment advisers that are affiliated (by
virtue of being majority owned subsidiaries of the same parent or because one
investment adviser is a majority owned subsidiary of the other).

                  4. The term "SECURITIES" as used herein does not include (i)
securities of issuers that are affiliated with the Transferee or are part of the
Transferee's Family of Investment Companies, (ii) securities issued or
guaranteed by the U.S. or any instrumentality thereof, (iii) bank deposit notes
and certificates of deposit, (iv) loan participations, (v) repurchase
agreements, (vi) securities owned but subject to a repurchase agreement and
(vii) currency, interest rate and commodity swaps.

                  5. The Transferee is familiar with Rule 144A and understands
that the parties to which this certification is being made are relying and will
continue to rely on the statements made herein because one or more sales to the
Transferee will be in reliance on Rule 144A. In addition, the Transferee will
only purchase for the Transferee's own account.



                                       E-9

<PAGE>



                  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



                                      E-10

<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



                                      E-11

<PAGE>



                                   EXHIBIT F-2
                                   -----------

                    FORM OF TRANSFER AFFIDAVIT AND AGREEMENT

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 ______________, the record owner of Citigroup
Mortgage Loan Trust Inc., Series 2003-HE3, Asset-Backed Mortgage Pass-Through
Certificates, Class [R] [R-X] Certificates, (the "Class [R] [R-X]
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] [R-X] Certificates were issued.

                  2. The Owner (i) is and will be a "Permitted Transferee" as of
____________, 20__ and (ii) is acquiring the Class [R] [R-X] 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] [R-X] Certificates to disqualified organizations
under the Internal Revenue Code of 1986 that applies to all transfers of the
Class [R] [R-X] Certificates after March 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] [R-X] 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.

                  4. The Owner is aware of the tax imposed on a "pass-through
entity" holding the Class [R] [R-X] 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.)



                                      F-2-1

<PAGE>



                  5. The Owner is aware that the Trust Administrator will not
register the transfer of any Class [R] [R-X] Certificate unless the transferee,
or the transferee's agent, delivers to the Trust Administrator, 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] [R-X] 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] [R-X] Certificates and the provisions of Section 5.02(d)
of the Pooling and Servicing Agreement under which the Class [R] [R-X]
Certificates were issued (in particular, clauses (iii)(A) and (iii)(B) of
Section 5.02(d) which authorize the Trust Administrator to deliver payments to a
person other than the Owner and negotiate a mandatory sale by the Trust
Administrator 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] [R-X] 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] [R-X] Certificates, have sufficient assets to pay any taxes owed
by the holder of such Class [R] [R-X] Certificates, and hereby represents to and
for the benefit of the person from whom it acquired the Class [R] [R-X]
Certificates that the Owner intends to pay taxes associated with holding such
Class [R] [R-X] Certificates as they become due, fully understanding that it may
incur tax liabilities in excess of any cash flows generated by the Class [R]
[R-X] 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] [R-X] 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] [R-X]
Certificates with the intent to transfer the Class [R] [R-X] Certificates to any
person or entity that will not have sufficient assets to pay any taxes owed by
the holder of such Class [R] [R-X] Certificates, or that may become insolvent or
subject to a bankruptcy proceeding, for so long as the Class [R] [R-X]
Certificates remain outstanding.

                  14. The Owner will, in connection with any transfer that it
makes of the Class [R] [R-X] Certificates, obtain from its transferee the
representations required by Section 5.02(d) of the Pooling and Servicing
Agreement under which the Class [R] [R-X] 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] [R-X] Certificates, deliver to the Trust Administrator an
affidavit, which represents and warrants that it is not transferring the Class
[R] [R-X] 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


                                      F-2-2

<PAGE>



transferee as holder of the Class [R] [R-X] Certificates; (ii) may become
insolvent or subject to a bankruptcy proceeding for so long as the Class [R]
[R-X] 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.

                  17. The Owner of the Class [R] [R-X] Certificate, hereby
agrees that in the event that the Trust Fund created by the Pooling and
Servicing Agreement is terminated pursuant to Section 9.01 thereof, the
undersigned shall assign and transfer to the Holders of the Class CE
Certificates (with respect to a termination of REMIC I) any amounts in excess of
par received in connection with such termination. Accordingly, in the event of
such termination, the Trust Administrator is hereby authorized to withhold any
such amounts in excess of par and to pay such amounts directly to the Holders of
the Class CE Certificates. This agreement shall bind and be enforceable against
any successor, transferee or assigned of the undersigned in the Class [R] [R-X]
Certificate. In connection with any transfer of the Class [R] [R-X] Certificate,
the Owner shall obtain an agreement substantially similar to this clause from
any subsequent owner.



                                      F-2-3

<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:




                                      F-2-4

<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] [R-X]
Certificates (the "Residual Certificates") to impede the assessment or
collection of any tax.

                  3. The Owner has no actual knowledge that the Person that is
the proposed transferee (the "Purchaser") of the Residual Certificates: (i) has
insufficient assets to pay any taxes owed by such proposed transferee as holder
of the Residual Certificates; (ii) may become insolvent or subject to a
bankruptcy proceeding for so long as the Residual Certificates remain
outstanding and (iii) is not a Permitted Transferee.

                  4. The Owner understands that the Purchaser has delivered to
the Trust Administrator 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.



                                      F-2-5

<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:








                                      F-2-6

<PAGE>



                                    EXHIBIT G
                                    ---------

            FORM OF CERTIFICATION WITH RESPECT TO ERISA AND THE CODE

                                           _____________, 20__


HSBC Bank USA
452 Fifth Avenue
New York, NY 10018

Wells Fargo Bank Minnesota, N.A.
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479

                  Re:      Citigroup Mortgage Loan Trust Inc., Series 2003-HE3,
                           Asset-Backed Pass-Through Certificates, Class ___
                           -------------------------------------------------

Dear Sirs:

                  _______________________ (the "Transferee") intends to acquire
from _____________________ (the "Transferor") $____________ Initial Certificate
Principal Balance of Citigroup Mortgage Loan Trust Inc., Series 2003-HE3,
Asset-Backed Pass-Through Certificates, Class [CE] [P] [R] [R-X](the
"Certificates"), issued pursuant to a Pooling and Servicing Agreement (the
"Pooling and Servicing Agreement") dated as of December 1, 2003, among Citigroup
Mortgage Loan Trust Inc. as depositor (the "Depositor"), Wells Fargo Home
Mortgage, Inc. as servicer (the "Servicer"), Wells Fargo Bank Minnesota, N.A. as
trust administrator (the "Trust Administrator") and HSBC Bank USA 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, the Trust Administrator and the Servicer that:

         The Certificates (i) are not being acquired by, and will not be
transferred to, any employee benefit plan within the meaning of section 3(3) of
the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or
other retirement arrangement, including individual retirement accounts and
annuities, Keogh plans and bank collective investment funds and insurance
company general or separate accounts in which such plans, accounts or
arrangements are invested, that is subject to Section 406 of ERISA or Section
4975 of the Internal Revenue Code of 1986 (the "Code") (any of the foregoing, a
"Plan"), (ii) are not being acquired with "plan assets" of a Plan within the
meaning of the Department of Labor ("DOL") regulation, 29 C.F.R.ss.2510.3-101,
and (iii) will not be transferred to any entity that is deemed to be investing
in plan assets within the meaning of the DOL regulation at 29 C.F.R.ss.
2510.3-101.




                                       G-1

<PAGE>



                                              Very truly yours,

                                              _______________________________

                                              By:____________________________
                                              Name:
                                              Title:







                                       G-2

<PAGE>



                                    EXHIBIT H

                                   [RESERVED]




                                       H-1

<PAGE>



                                    EXHIBIT I

                                   [RESERVED]



                                       H-2

<PAGE>



                                    EXHIBIT J

            FORM OF OFFICER'S CERTIFICATE WITH RESPECT TO PREPAYMENTS

                              Officer's Certificate

              Citigroup Mortgage Loan Trust Inc., Series 2003-HE3,
                     Asset-Backed Pass-Through Certificates


HSBC Bank USA
452 Fifth Avenue
New York, NY 10018

Wells Fargo Bank Minnesota, N.A.
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479

         Re:      Prepayments

Dear Sir or Madam:

                  __________________ hereby certifies that he/she is an officer
of the Servicer, holding the office set forth beneath his/her name and hereby
further certifies as follows:

                  With respect to the Mortgage Loans, as the term is defined in
the Pooling and Servicing Agreement, dated as of December 1, 2003 (the "Pooling
and Servicing Agreement"), among Citigroup Mortgage Loan Trust Inc. as depositor
(the "Depositor"), Wells Fargo Home Mortgage, Inc. as servicer (the "Servicer"),
Wells Fargo Bank Minnesota, N.A. as trust administrator (the "Trust
Administrator") and HSBC Bank USA as trustee (the "Trustee"), set forth in the
attached schedule:

                  (1) A Principal Prepayment in full was received during the
related Due Period;

                  (2) Any prepayment penalty due under the terms of the Mortgage
Note with respect to such Principal Prepayment in full was received from the
mortgagor and delivered to the Trust Administrator for deposit in the
Distribution Account; ____ Yes ____ No

                  (3) As to each Mortgage Loan so noted on the attached
schedule, all or part of the prepayment penalty required in connection with the
Principal Prepayment in full was waived based upon (Circle one): (i) the
Servicer's determination that such waiver would maximize recovery of Liquidation
Proceeds for such Mortgage Loan, taking into account the value of such
prepayment penalty, or (ii)(A) the enforceability thereof is limited (1) by
bankruptcy insolvency, moratorium, receivership, or other similar law relating
to creditors' rights generally or (2) due to acceleration in connection with a
foreclosure or other involuntary payment, or (B) the enforceability is otherwise
limited or prohibited by applicable law;

                  (4) We certify that all amounts due in connection with the
waiver of a prepayment penalty inconsistent with number 3 above which are
required to be delivered to the Trust Administrator for deposit in the
Distribution Account pursuant to Section 3.10 of the Pooling and Servicing
Agreement, have been or will be so delivered.



                                       J-1

<PAGE>



                                               By:_________________________
                                               Name:
                                               Title:


                                       J-2

<PAGE>



                                    EXHIBIT K

                           FORM OF LOST NOTE AFFIDAVIT

Loan #: ____________
Borrower: _____________

                               LOST NOTE AFFIDAVIT

                  I, as ____________________ of ______________________, a
_______________ corporation am authorized to make this Affidavit on behalf of
_____________________ (the "Seller"). In connection with the administration of
the Mortgage Loans held by ____________________, a _________________ corporation
as Seller on behalf of Citigroup Mortgage Loan Trust Inc. (the "Purchaser"),
_____________________ (the "Deponent"), being duly sworn, deposes and says that:

         1.       The Seller's address is:  _____________________
                                            _____________________
                                            _____________________

         2.       The Seller previously delivered to the Purchaser a signed
                  Initial Certification with respect to such Mortgage and/or
                  Assignment of Mortgage;

         3.       Such Mortgage Note and/or Assignment of Mortgage was assigned
                  or sold to the Purchaser by ________________________, a
                  ____________ corporation pursuant to the terms and provisions
                  of a Mortgage Loan Purchase Agreement dated as of __________
                  __, _____;

         4.       Such Mortgage Note and/or Assignment of Mortgage is not
                  outstanding pursuant to a request for release of Documents;

         5.       Aforesaid Mortgage Note and/or Assignment of Mortgage (the
                  "Original") has been lost;

         6.       Deponent has made or caused to be made a diligent search for
                  the Original and has been unable to find or recover same;

         7.       The Seller was the Seller of the Original at the time of the
                  loss; and

         8.       Deponent agrees that, if said Original should ever come into
                  Seller's possession, custody or power, Seller will immediately
                  and without consideration surrender the Original to the
                  Purchaser.

         9.       Attached hereto is a true and correct copy of (i) the Note,
                  endorsed in blank by the Mortgagee and (ii) the Mortgage or
                  Deed of Trust (strike one) which secures the Note, which
                  Mortgage or Deed of Trust is recorded in the county where the
                  property is located.

         10.      Deponent hereby agrees that the Seller (a) shall indemnify and
                  hold harmless the Purchaser, its successors and assigns,
                  against any loss, liability or damage, including reasonable
                  attorney's fees, resulting from the unavailability of any
                  Notes, including but not limited to any loss, liability or
                  damage arising from (i) any false statement contained in this
                  Affidavit,


                                       K-1

<PAGE>



                  (ii) any claim of any party that has already purchased a
                  mortgage loan evidenced by the Lost Note or any interest in
                  such mortgage loan, (iii) any claim of any borrower with
                  respect to the existence of terms of a mortgage loan evidenced
                  by the Lost Note on the related property to the fact that the
                  mortgage loan is not evidenced by an original note and (iv)
                  the issuance of a new instrument in lieu thereof (items (i)
                  through (iv) above hereinafter referred to as the "Losses")
                  and (b) if required by any Rating Agency in connection with
                  placing such Lost Note into a Pass-Through Transfer, shall
                  obtain a surety from an insurer acceptable to the applicable
                  Rating Agency to cover any Losses with respect to such Lost
                  Note.

         11.      This Affidavit is intended to be relied upon by the Purchaser,
                  its successors and assigns. _____________________, a
                  ______________ corporation represents and warrants that is has
                  the authority to perform its obligations under this Affidavit
                  of Lost Note.

Executed this ____ day, of ___________ ______.

                                                      SELLER

                                                      By:______________________
                                                      Name:
                                                      Title:

                  On this _____ day of ________, _____, before me appeared
_________________ to me personally known, who being duly sworn did say that he
is the _____________________ of ____________________ a ______________
corporation and that said Affidavit of Lost Note was signed and sealed on behalf
of such corporation and said acknowledged this instrument to be the free act and
deed of said corporation.

                                            Signature:

                                            [Seal]


                                       K-2

<PAGE>



                                   EXHIBIT L-1

        FORM CERTIFICATION TO BE PROVIDED BY THE DEPOSITOR WITH FORM 10-K

              Re:      Citigroup Mortgage Loan Trust Inc., Series 2003-HE3
                       Asset-Backed Pass-Through Certificates, Series 2003-HE3

                  I, [identify the certifying individual], certify that:

                  l. I have reviewed this annual report on Form 10-K, and all
reports on Form 8-K containing distribution or servicing reports filed in
respect of periods included in the year covered by this annual report, of
Citigroup Mortgage Loan Trust Inc. (the "Registrant");

                  2. Based on my knowledge, the information in these reports,
taken as a whole, does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not misleading as of
the last day of the period covered by this annual report;

                  3. Based on my knowledge, the distribution information, and
the servicing information required to be provided to the Trust Administrator by
the Servicer under the Pooling and Servicing Agreement, is included in these
reports;

                  4. Based on my knowledge and upon the annual compliance
statement included in the report and required to be delivered to the Trustee and
the Trust Administrator in accordance with the terms of the Pooling and
Servicing Agreement, and except as disclosed in the reports, the Servicer has
fulfilled its obligations under the Pooling and Servicing Agreement; and

                  5. The reports disclose all significant deficiencies relating
to the Servicer's compliance with the minimum servicing standards based upon the
report provided by an independent public accountant, after conducting a review
in compliance with the Uniform Single Attestation Program for Mortgage Bankers
or similar procedure, as set forth in the Pooling and Servicing Agreement, that
is included in these reports.

                  In giving the certifications above, I have reasonably relied
on information provided to me by HSBC Bank USA and Wells Fargo Home Mortgage,
Inc.

                  Capitalized terms used but not defined herein have the
meanings ascribed to them in the Pooling and Servicing Agreement, dated December
1, 2003 (the "Pooling and Servicing Agreement"), among the Registrant as
Depositor, Wells Fargo Home Mortgage, Inc. as servicer, Wells Fargo Bank
Minnesota, N.A. as trust administrator and HSBC Bank USA as trustee.



                                     CITIGROUP MORTGAGE LOAN TRUST INC.

                                     By:____________________________________
                                     Name:
                                     Title:
                                     Date:


                                      L-1-1

<PAGE>



                                   EXHIBIT L-2

                            FORM CERTIFICATION TO BE
                PROVIDED TO DEPOSITOR BY THE TRUST ADMINISTRATOR


             Re:      Citigroup Mortgage Loan Trust, Series 2003-HE3
                      Asset-Backed Pass-Through Certificates, Series 2003-HE3

                  I, [identify the certifying individual], a [title] of Wells
Fargo Bank Minnesota, N.A., as Trust Administrator of the Trust Fund, hereby
certify to Citigroup Mortgage Loan Trust Inc. (the "Depositor"), and its
officers, directors and affiliates, and with the knowledge and intent that they
will rely upon this certification, that:

                  1. I have reviewed the annual report on Form 10-K for the
fiscal year [___], and all reports on Form 8-K containing distribution reports
filed in respect of periods included in the year covered by that annual report,
of the Depositor relating to the above-referenced trust;

                  2. Based on my knowledge, the information in these
distribution reports prepared by the Trust Administrator, taken as a whole, does
not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading as of the last day of the period
covered by that annual report; and

                  3. Based on my knowledge, the distribution information
required to be provided by the Trust Administrator under the Pooling and
Servicing Agreement is included in these reports.

                  Capitalized terms used but not defined herein have the
meanings ascribed to them in the Pooling and Servicing Agreement, dated December
1, 2003 (the "Pooling and Servicing Agreement"), among the Registrant as
Depositor, Wells Fargo Home Mortgage, Inc. as servicer, Wells Fargo Bank
Minnesota, N.A. as trust administrator and HSBC Bank USA as trustee.


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


                                     By:__________________________________
                                     Name:
                                     Title:
                                     Date:


                                      L-2-1

<PAGE>



                                   EXHIBIT L-3

                            FORM CERTIFICATION TO BE
                      PROVIDED TO DEPOSITOR BY THE SERVICER

               Re:      Citigroup Mortgage Loan Trust Inc., Series 2003-HE3
                        Asset-Backed Pass-Through Certificates, Series 2003-HE3

                  I, [identify the certifying individual], certify to Citigroup
Mortgage Loan Trust Inc. (the "Depositor"), Wells Fargo Bank Minnesota, N.A.
(the "Trust Administrator") and their respective officers, directors and
affiliates, and with the knowledge and intent that they will rely upon this
certification, that:

                  1. I have reviewed the information provided to the Trust
Administrator by the Servicer pursuant to the Pooling and Servicing Agreement
and information correctly derived by the Trust Administrator from such
information and included in the annual report on Form 10-K for the fiscal year
[___] and on all reports on Form 8-K filed in respect of periods included in the
year covered by that annual report, of the Depositor relating to the Trust Fund
(the "Servicing Information");

                  2. Based on my knowledge, the Servicing Information in these
reports, taken as a whole, does not contain any untrue statement of a material
fact;

                  3. Based on my knowledge, the Servicing Information is
correct;

                  4. I am responsible for reviewing the activities performed by
the Servicer under the Pooling and Servicing Agreement and based upon the annual
compliance review required under the Pooling and Servicing Agreement, and except
as disclosed by written notice to the Depositor and the Trust Administrator or
in the annual compliance statement or certified public accountant's report
required to be delivered to the Trustee under the Pooling and Servicing
Agreement, the Servicer has fulfilled its obligations under the Pooling and
Servicing Agreement; and

                  5. The Servicer has disclosed to its certified public
accountants and the Depositor all significant deficiencies relating to the
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.



                                      L-3-1

<PAGE>




                  Capitalized terms used but not defined herein have the
meanings ascribed to them in the Pooling and Servicing Agreement, dated December
1, 2003 (the "Pooling and Servicing Agreement"), among the Registrant as
Depositor, Wells Fargo Home Mortgage, Inc. as servicer, the Trust Administrator
and HSBC Bank USA as trustee.


                                    WELLS FARGO HOME MORTGAGE, INC.


                                    By:____________________________
                                    Name:
                                    Title:
                                    Date:




                                      L-3-2

<PAGE>



                                   Schedule 1

                             MORTGAGE LOAN SCHEDULE

                                [FILED BY PAPER]



                                  Schedule 1-1

<PAGE>


                                   Schedule 2

                         SCHEDULE OF PREPAYMENT CHARGES

                             Available Upon Request





                                  Schedule 2-1