CITIGROUP MORTGAGE LOAN TRUST INC.

                                    Depositor



                         OPTION ONE MORTGAGE CORPORATION

                                    Servicer



                                       and



                             WELLS FARGO BANK, N.A.

                                     Trustee



                         POOLING AND SERVICING AGREEMENT
                          Dated as of September 1, 2004



                 Citigroup Mortgage Loan Trust, Series 2004-OPT1
                     Asset Backed Pass-Through Certificates

                                Series 2004-OPT1



<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.............................................59

                                                     ARTICLE II

                          CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES

   SECTION 2.01.           Conveyance of the Mortgage Loans......................................................61
   SECTION 2.02.           Acceptance of REMIC I by Trustee......................................................64
   SECTION 2.03.           Repurchase or Substitution of Mortgage Loans by the Originator or the Seller..........65
   SECTION 2.04.           Reserved..............................................................................68
   SECTION 2.05.           Representations, Warranties and Covenants of the Servicer.............................68
   SECTION 2.06.           Issuance of the REMIC I Regular Interests and the Class R-I Interest..................70
   SECTION 2.07.           Conveyance of Subsequent Mortgage Loans...............................................70
   SECTION 2.08.           Conveyance of REMIC Regular Interests and Acceptance of REMIC I, REMIC II, REMIC III,
                           REMIC IV and REMIC V by the Trustee; Issuance of Certificates.........................73

                                                    ARTICLE III

                                 ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS

   SECTION 3.01.           Servicer to Act as Servicer...........................................................75
   SECTION 3.02.           Sub-Servicing Agreements Between Servicer and Sub-Servicers...........................77
   SECTION 3.03.           Successor Sub-Servicers...............................................................78
   SECTION 3.04.           Liability of the Servicer.............................................................78
   SECTION 3.05.           No Contractual Relationship Between Sub-Servicers, the Trustee or Certificateholders..79
   SECTION 3.06.           Assumption or Termination of Sub-Servicing Agreements by Trustee......................79
   SECTION 3.07.           Collection of Certain Mortgage Loan Payments..........................................79
   SECTION 3.08.           Sub-Servicing Accounts................................................................80
   SECTION 3.09.           Collection of Taxes, Assessments and Similar Items; Servicing Accounts................80
   SECTION 3.10.           Collection Account and Distribution Account...........................................81
   SECTION 3.11.           Withdrawals from the Collection Account and Distribution Account......................84
   SECTION 3.12.           Investment of Funds in the Collection Account, the Pre-Funding Accounts and the Distribution
                           Account...............................................................................86
   SECTION 3.13.           [Reserved]............................................................................87


                                                         i

<PAGE>

   SECTION 3.14.           Maintenance of Hazard Insurance and Errors and Omissions and Fidelity Coverage........87
   SECTION 3.15.           Enforcement of Due-On-Sale Clauses; Assumption Agreements.............................89
   SECTION 3.16.           Realization Upon Defaulted Mortgage Loans.............................................90
   SECTION 3.17.           Trustee to Cooperate; Release of Mortgage Files.......................................92
   SECTION 3.18.           Servicing Compensation................................................................93
   SECTION 3.19.           Reports to the Trustee; Collection Account Statements.................................94
   SECTION 3.20.           Statement as to Compliance............................................................94
   SECTION 3.21.           Independent Public Accountants' Servicing Report......................................94
   SECTION 3.22.           Access to Certain Documentation.......................................................95
   SECTION 3.23.           Title, Management and Disposition of REO Property.....................................95
   SECTION 3.24.           Obligations of the Servicer in Respect of Prepayment Interest Shortfalls..............98
   SECTION 3.25.           [Reserved]............................................................................99
   SECTION 3.26.           Obligations of the Servicer in Respect of Mortgage Rates and Monthly Payments.........99
   SECTION 3.27.           Solicitations.........................................................................99
   SECTION 3.28.           Net WAC Rate Carryover Reserve Account................................................99
   SECTION 3.29.           Advance Facility.....................................................................100
   SECTION 3.30.           PMI Policy; Claims Under the PMI Policy..............................................101

                                                     ARTICLE IV

                                           PAYMENTS TO CERTIFICATEHOLDERS

   SECTION 4.01.           Distributions........................................................................103
   SECTION 4.02.           Statements to Certificateholders.....................................................115
   SECTION 4.03.           Remittance Reports; Advances.........................................................118
   SECTION 4.04.           Allocation of Realized Losses........................................................120
   SECTION 4.05.           Compliance with Withholding Requirements.............................................123
   SECTION 4.06.           Exchange Commission; Additional Information..........................................123
   SECTION 4.07.           Pre-Funding Accounts.................................................................125

                                                     ARTICLE V

                                                  THE CERTIFICATES

   SECTION 5.01.           The Certificates.....................................................................128
   SECTION 5.02.           Registration of Transfer and Exchange of Certificates................................130
   SECTION 5.03.           Mutilated, Destroyed, Lost or Stolen Certificates....................................134
   SECTION 5.04.           Persons Deemed Owners................................................................135
   SECTION 5.05.           Certain Available Information........................................................135

                                                     ARTICLE VI

                                           THE DEPOSITOR AND THE SERVICER

   SECTION 6.01.           Liability of the Depositor and the Servicer..........................................136
   SECTION 6.02.           Merger or Consolidation of the Depositor or the Servicer.............................136


                                                        ii

<PAGE>

   SECTION 6.03.           Limitation on Liability of the Depositor, the Servicer and Others....................136
   SECTION 6.04.           Limitation on Resignation of the Servicer............................................137
   SECTION 6.05.           Rights of the Depositor in Respect of the Servicer...................................138

                                                    ARTICLE VII

                                                      DEFAULT

   SECTION 7.01.           Servicer Events of Default...........................................................140
   SECTION 7.02.           Trustee to Act; Appointment of Successor.............................................142
   SECTION 7.03.           Notification to Certificateholders...................................................143
   SECTION 7.04.           Waiver of Servicer Events of Default.................................................143

                                                    ARTICLE VIII

                                               CONCERNING THE TRUSTEE

   SECTION 8.01.           Duties of Trustee....................................................................144
   SECTION 8.02.           Certain Matters Affecting the Trustee................................................145
   SECTION 8.03.           Trustee not Liable for Certificates or Mortgage Loans................................146
   SECTION 8.04.           Trustee May Own Certificates.........................................................146
   SECTION 8.05.           Trustee's Fees and Expenses..........................................................146
   SECTION 8.06.           Eligibility Requirements for Trustee.................................................147
   SECTION 8.07.           Resignation and Removal of the Trustee...............................................147
   SECTION 8.08.           Successor Trustee....................................................................148
   SECTION 8.09.           Merger or Consolidation of Trustee...................................................149
   SECTION 8.10.           Appointment of Co-Trustee or Separate Trustee........................................149
   SECTION 8.11.           Appointment of Office or Agency......................................................150
   SECTION 8.12.           Representations and Warranties.......................................................150

                                                     ARTICLE IX

                                                    TERMINATION

   SECTION 9.01.           Termination Upon Repurchase or Liquidation of All Mortgage Loans.....................152
   SECTION 9.02.           Additional Termination Requirements..................................................153

                                                     ARTICLE X

                                                  REMIC PROVISIONS

   SECTION 10.01.          REMIC Administration.................................................................155
   SECTION 10.02.          Prohibited Transactions and Activities...............................................157
   SECTION 10.03.          Servicer and Trustee Indemnification.................................................158

                                                     ARTICLE XI

                                              MISCELLANEOUS PROVISIONS

   SECTION 11.01.          Amendment............................................................................159
   SECTION 11.02.          Recordation of Agreement; Counterparts...............................................160


                                                        iii

<PAGE>

   SECTION 11.03.          Limitation on Rights of Certificateholders...........................................160
   SECTION 11.04.          Governing Law........................................................................161
   SECTION 11.05.          Notices..............................................................................161
   SECTION 11.06.          Severability of Provisions...........................................................162
   SECTION 11.07.          Notice to Rating Agencies............................................................162
   SECTION 11.08.          Article and Section References.......................................................163
   SECTION 11.09.          Grant of Security Interest...........................................................163
</TABLE>

Exhibits
--------

Exhibit A-1       Form of Class A-1A Certificate
Exhibit A-2       Form of Class A-1B Certificate
Exhibit A-3       Form of Class A-2 Certificate
Exhibit A-4       Form of Class M-1 Certificate
Exhibit A-5       Form of Class M-2 Certificate
Exhibit A-6       Form of Class M-3 Certificate
Exhibit A-7       Form of Class M-4 Certificate
Exhibit A-8       Form of Class M-5 Certificate
Exhibit A-9       Form of Class M-6 Certificate
Exhibit A-10      Form of Class M-7 Certificate
Exhibit A-11      Form of Class M-8 Certificate
Exhibit A-12      Form of Class M-9 Certificate
Exhibit A-13      Form of Class M-10 Certificate
Exhibit A-14      Form of Class M-11 Certificate
Exhibit A-15      Form of Class M-12 Certificate
Exhibit A-16      Form of Class M-13 Certificate
Exhibit A-17      Form of Class M-14 Certificate
Exhibit A-18      Form of Class CE Certificate
Exhibit A-19      Form of Class P Certificate
Exhibit A-20      Form of Class R Certificate
Exhibit A-21      Form of Class R-X Certificate
Exhibit B         [Reserved]
Exhibit C-1       Form of Trustee's Initial Certification
Exhibit C-2       Form of Trustee's Final Certification
Exhibit C-3       Form of Trustee's Receipt of Mortgage Notes
Exhibit D         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         Form of Lost Note Affidavit
Exhibit I-1       Form of Certification to Be Provided by the Depositor with
                  Form 10-K


                                       iv

<PAGE>


Exhibit I-2       Form of Certification to Be Provided to Depositor by the
                  Trustee
Exhibit I-3       Form of Certification to Be Provided to Depositor by the
                  Servicer
Exhibit J         Form of Annual Statement as to Compliance
Exhibit K         Form of Cap Contract
Exhibit L         Form of Addition Notice
Exhibit M         Form of Subsequent Transfer Instrument

Schedule 1        Mortgage Loan Schedule
Schedule 2        Prepayment Charge Schedule
Schedule 3        PMI Mortgage Loan Schedule








                                       v

<PAGE>



                  This Pooling and Servicing Agreement, is dated and effective
as of September 1, 2004, among CITIGROUP MORTGAGE LOAN TRUST INC. as Depositor,
OPTION ONE MORTGAGE CORPORATION as Servicer and WELLS FARGO BANK, N.A. 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.

                                     REMIC I

                  As provided herein, the Trustee will elect to treat the
segregated pool of assets consisting of the Mortgage Loans and certain other
related assets (other than the Pre-Funding Accounts, any Subsequent Mortgage
Loan Interest, the Servicer Prepayment Charge Payment Amount, the Net WAC Rate
Carryover Reserve Account and the Cap Contracts) 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.

                                              Initial
                    REMIC I Remittance     Uncertificated     Latest Possible
   Designation             Rate               Balance        Maturity Date(1)
--------------     -------------------    ---------------   -----------------
      I-LT1            Variable(2)        $862,255,907.21      October 2034
     I-LT1PF           Variable(2)        $435,864,561.54      October 2034
      I-LT2            Variable(2)        $220,771,221.41      October 2034
     I-LT2PF           Variable(2)        $120,027,241.57      October 2034
      I-LTP            Variable(2)          $100.00            October 2034

----------------
(1)  Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
     regulations, the Distribution Date in the month immediately following the
     maturity date for the Mortgage Loan with the latest possible 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.


                                       vi

<PAGE>

                                    REMIC II

                  As provided herein, the Trustee 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 be the sole class of
"residual interests" in REMIC II for purposes of the REMIC Provisions (as
defined herein). The following table irrevocably sets forth the designation, the
REMIC II 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 II Regular Interests will be certificated.


                                            Initial
                        REMIC I          Uncertificated     Latest Possible
  Designation       Remittance Rate         Balance        Maturity Date(1)
--------------      ----------------    ----------------   ----------------
    II-LTAA           Variable(2)        $803,070,276.55     October 2034
   II-LTA1A           Variable(2)        $  4,874,425.00     October 2034
   II-LTA1B           Variable(2)        $    541,605.00     October 2034
    II-LTA2           Variable(2)        $  1,426,455.00     October 2034
    II-LTM1           Variable(2)        $    143,405.00     October 2034
    II-LTM2           Variable(2)        $    131,115.00     October 2034
    II-LTM3           Variable(2)        $    217,155.00     October 2034
    II-LTM4           Variable(2)        $    114,725.00     October 2034
    II-LTM5           Variable(2)        $    118,820.00     October 2034
    II-LTM6           Variable(2)        $     86,045.00     October 2034
    II-LTM7           Variable(2)        $     81,945.00     October 2034
    II-LTM8           Variable(2)        $     57,360.00     October 2034
    II-LTM9           Variable(2)        $     81,950.00     October 2034
   II-LTM10           Variable(2)        $     61,460.00     October 2034
   II-LTM11           Variable(2)        $     45,070.00     October 2034
   II-LTM12           Variable(2)        $     49,165.00     October 2034
   II-LTM13           Variable(2)        $     40,975.00     October 2034
   II-LTM14           Variable(2)        $     81,945.00     October 2034
    II-LTZZ           Variable(2)        $  8,235,569.32     October 2034
    II-LTP            Variable(2)        $        100.00     October 2034
   II-LT1SUB          Variable(2)        $     21,491.46     October 2034
   II-LT1GRP          Variable(2)        $    129,812.06     October 2034
   II-LT2SUB          Variable(2)        $      5,550.75     October 2034
   II-LT2GRP          Variable(2)        $     34,079.85     October 2034
    II-LTXX           Variable(2)        $819,268,531.76     October 2034

---------------
(1)  Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
     regulations, the Distribution Date immediately following the maturity date
     for the Mortgage Loan with the latest maturity date has been designated as
     the "latest possible maturity date" for each REMIC II Regular Interest.
(2)  Calculated in accordance with the definition of "REMIC II Remittance Rate"
     herein.



                                       vii
<PAGE>



                                    REMIC III

                  As provided herein, the Trustee will elect to treat the
segregated pool of assets consisting of the REMIC II Regular Interests 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.


                                      Initial Aggregate
                                         Certificate        Latest Possible-
 Designation      Pass-Through Rate   Principal Balance     Maturity Date(1)
--------------    -----------------   -----------------    -----------------
  Class A-1A         Variable(2)       $974,885,000.00        October 2034
  Class A-1B         Variable(2)       $108,321,000.00        October 2034
  Class A-2          Variable(2)       $285,291,000.00        October 2034
  Class M-1          Variable(2)        $28,681,000.00        October 2034
  Class M-2          Variable(2)        $26,223,000.00        October 2034
  Class M-3          Variable(2)        $43,431,000.00        October 2034
  Class M-4          Variable(2)        $22,945,000.00        October 2034
  Class M-5          Variable(2)        $23,764,000.00        October 2034
  Class M-6          Variable(2)        $17,209,000.00        October 2034
  Class M-7          Variable(2)        $16,389,000.00        October 2034
  Class M-8          Variable(2)        $11,472,000.00        October 2034
  Class M-9          Variable(2)        $16,390,000.00        October 2034
  Class M-10         Variable(2)        $12,292,000.00        October 2034
  Class M-11         Variable(2)        $ 9,014,000.00        October 2034
  Class M-12         Variable(2)        $ 9,833,000.00        October 2034
  Class M-13         Variable(2)        $ 8,195,000.00        October 2034
  Class M-14         Variable(2)        $16,389,000.00        October 2034
Class CE Interest    Variable(3)        $ 8,194,931.73        October 2034
 Class P Interest         N/A(4)           $    100.00        October 2034

---------------
(1)  Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
     regulations, the Distribution Date immediately following the maturity date
     for the Mortgage Loans with the latest maturity date has been designated as
     the "latest possible maturity date" for each Class of Certificates.
(2)  Calculated in accordance with the definition of "Pass-Through Rate" herein.
(3)  The Class CE Interest will accrue interest at its variable Pass-Through
     Rate on the Notional Amount of the Class CE Interest outstanding from time
     to time which shall equal the aggregate Uncertificated Balance of the REMIC
     II Regular Interests (other than REMIC II Regular Interest II-LTP). 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 IV

                  As provided herein, the Trustee 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 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.


                                            Initial Aggregate
                                               Certificate      Latest Possible
    Designation         Pass-Through Rate   Principal Balance   Maturity Date(1)
---------------------   -----------------   -----------------   ----------------
Class CE Certificates     Variable(2)        $8,194,931.73       October 2034

---------------
(1)  Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
     regulations, the Distribution Date immediately following the maturity date
     for the Mortgage Loans with the latest maturity date has been designated as
     the "latest possible maturity date" for the Class CE Certificates.
(2)  The Class CE Certificates will receive 100% of amounts received in respect
     of the Class CE Interest. The Class CE Interest will also be entitled to
     Subsequent Mortgage Loan Interest, as a right with respect to a component
     of the Class CE Interest that will not be treated as a REMIC regular
     interest but rather as separate interest strips from the Subsequent
     Mortgage Loans for a specified period of time.



                                      ix
<PAGE>



                                     REMIC V

                  As provided herein, the Trustee 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 V." The Class R-V Interest will evidence the sole class of
"residual interests" in REMIC V 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.

                                           Initial Aggregate
                                            Certificate         Latest Possible
    Designation        Pass-Through Rate   Principal Balance    Maturity Date(1)
--------------------   -----------------   -----------------    ----------------
Class P Certificates     Variable(2)           $100.00           October 2034

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

                  As of the Cut-off Date, the Group I Mortgage Loans had an
aggregate Stated Principal Balance equal to $862,256,007.21 and the Group II
Mortgage Loans had an aggregate Stated Principal Balance equal to
$220,771,220.41.

                  In consideration of the mutual agreements herein contained,
the Depositor, the Servicer 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 and the Class CE Certificates and each
Distribution Date, interest accrued during the related Interest Accrual Period
at the Pass-Through Rate for such Certificate for such Distribution Date on the
Certificate Principal Balance, in the case of the Class A Certificates and the
Mezzanine Certificates, or on the Notional Amount, in the case of the Class CE
Certificates, of such Certificate immediately prior to such Distribution Date.
The Class P Certificates 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 Certificates 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 Certificates, shall be
reduced by an amount equal to the portion allocable to such Certificate pursuant
to Section 1.02 hereof of the sum of (a) the aggregate Prepayment Interest
Shortfall, if 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
Certificates shall be reduced by an amount equal to the portion allocable to the
Class CE Certificates of Realized Losses, if any, pursuant to Section 4.04
hereof.

                  "Addition Notice": With respect to the transfer of Subsequent
Mortgage Loans to the Trust Fund pursuant to Section 2.07, a notice of the
Depositor's designation of the Subsequent Mortgage Loans to be sold to the Trust
Fund and the aggregate Stated Principal Balance of such Subsequent Mortgage
Loans as of the Subsequent Cut-off Date. The Addition Notice shall be given not
later than three Business Days prior to the related Subsequent Transfer Date and
shall be substantially in the form attached hereto as Exhibit L.

                  "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



                                       1
<PAGE>



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 or REO Property, any
advance made by the Servicer in respect of any Distribution Date pursuant to
Section 4.03.

                  "Advance Facility": As defined in Section 3.29 hereof.

                  "Advancing Person": As defined in Section 3.29(a) 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 Realized Loss Amount": With respect to any
Distribution Date and any Class of Mezzanine Certificates or the Class A-1B
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 minus the amount of the increase in the related
Certificate Principal Balance due to the receipt of Subsequent Recoveries as
provided in Section 4.01.

                  "Assignment": An assignment of Mortgage, notice of transfer or
equivalent instrument, in recordable form (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 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 for such
Distribution Date pursuant to Section 3.24, (d) the aggregate of any Advances
made by the Servicer for such Distribution Date pursuant to Section 4.03, (e)
the aggregate of any advances made by the Trustee as successor Servicer or any
other successor Servicer for such Distribution Date pursuant to Section 7.02 and



                                       2
<PAGE>



(f) with respect to the Distribution Date immediately following the end of the
Funding Period, any amounts in the Pre-Funding Accounts (exclusive of any
investment income therein) after giving effect to any purchase of Subsequent
Mortgage Loans, 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 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 Trustee Fee payable from the
Distribution Account pursuant to Section 8.05, (vi) the PMI Insurer Fee payable
from the Distribution Account, (vii) amounts deposited in the Collection Account
or the Distribution Account in error and (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.

                  "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
California, State of Florida, Commonwealth of Pennsylvania, the State of New
York or in the city in which the Corporate Trust Office of the Trustee is
located, are authorized or obligated by law or executive order to be closed.



                                       3
<PAGE>



                  "Cap Amount": For each Class of Class A Certificates and
Mezzanine Certificates, an amount equal to (i) the aggregate amount received by
the Trust Fund from the related Cap Contract, multiplied by (ii) a fraction
equal to (a) the Certificate Principal Balance of such Class immediately prior
to the applicable Distribution Date divided by (b) the aggregate Certificate
Principal Balance immediately prior to the applicable Distribution Date of all
Classes of Class A Certificates or Mezzanine Certificates, directly benefitting
from such Cap Contract.

                  "Cap Contracts": Collectively, the Class A-1A Cap Contract,
the Class A-1B Cap Contract, the Class A-2 Cap Contract and the Mezzanine Cap
Contract.

                  "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,
Series 2004-OPT1, Asset Backed Pass-Through Certificates, Class A-1A, Class
A-1B, Class A-2, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class
M-6, Class M-7, Class M-8, Class M-9, Class M-10, Class M-11, Class M-12, Class
M-13, Class M-14, 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 Margin": With respect to each Class of Class A
Certificates and Mezzanine Certificates and for purposes of the Marker Rate and
the Maximum II-LTZZ Uncertificated Interest Deferral Amount, the specified REMIC
II Regular Interest, as follows:


                    REMIC II Regular
      Class             Interest                  Certificate Margin
   ------------    -----------------          --------------------------
                                              (1) (%)            (2) (%)
                                              ---------         --------
       A-1A             II-LTA1A               0.300              0.600
       A-1B             II-LTA1A               0.410              0.820
       A-2               II-LTA2               0.360              0.720
       M-1               II-LTM1               0.550              0.825
       M-2               II-LTM2               0.610              0.915
       M-3               II-LTM3               0.630              0.945
       M-4               II-LTM4               0.670              1.005
       M-5               II-LTM5               1.050              1.575
       M-6               II-LTM6               1.080              1.620
       M-7               II-LTM7               1.350              2.025



                                       4
<PAGE>



       M-8               II-LTM8               1.750              2.625
       M-9               II-LTM9               1.800              2.700
       M-10             II-LTM10               3.350              5.025
       M-11             II-LTM11               2.750              4.125
       M-12             II-LTM12               2.500              3.750
       M-13             II-LTM13               2.500              3.750
       M-14             II-LTM14               2.000              3.000

   ------------
   (1)      For each Interest Accrual Period for each Distribution Date on
            or prior to the Optional Termination Date.

   (2)      For each other Interest Accrual Period.

                  "Certificateholder" or "Holder": The Person in whose name a
Certificate is registered in the Certificate Register, except that a
Disqualified Organization or a Non-United States Person shall not be a Holder of
a Residual Certificate for any purposes hereof and, solely for the purposes of
giving any consent pursuant to this Agreement, any Certificate registered in the
name of the Depositor or the Servicer or any Affiliate thereof shall be deemed
not to be outstanding and the Voting Rights to which it is entitled shall not be
taken into account in determining whether the requisite percentage of Voting
Rights necessary to effect any such consent has been obtained, except as
otherwise provided in Section 11.01. The Trustee 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 shall be required to recognize as a "Holder" or "Certificateholder"
only the Person in whose name a Certificate is registered in the Certificate
Register.

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

                  "Certificate Principal Balance": With respect to each Class A
Certificate, Mezzanine Certificate or Class P Certificate as of any date of
determination, the Certificate Principal Balance of such Certificate on the
Distribution Date immediately prior to such date of determination plus any
Subsequent Recoveries added to the Certificate Principal Balance of such
Certificate pursuant to Section 4.01, minus all distributions allocable to
principal made thereon and, in the case of the Mezzanine Certificates and the
Class A-1B 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 II Regular Interests over (B) the
then aggregate Certificate Principal Balance of the Class A Certificates, the
Mezzanine Certificates and the Class P Certificates then outstanding.

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


                                       5
<PAGE>


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

                  "Class A-1A Cap Contract": The cap contract between the
Trustee on behalf of the Trust and the counterparty thereunder for the benefit
of the Holders of the Class A-1A Certificates in the form attached hereto as
Exhibit K.

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

                  "Class A-1B Cap Contract": The cap contract between the
Trustee on behalf of the Trust and the counterparty thereunder for the benefit
of the Holders of the Class A-1B Certificates in the form attached hereto as
Exhibit K.

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

                  "Class A-2 Cap Contract": The cap contract between the Trustee
on behalf of the Trust and the counterparty thereunder for the benefit of the
Holders of the Class A-2 Certificates in the form attached hereto as Exhibit K.

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

                  "Class A Certificates": Collectively, the Class A-1A
Certificates, the Class A-1B Certificates and the Class A-2 Certificates.

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

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

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

                  "Class M-1 Principal Distribution Amount": With respect to any
Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account
distributions of the Group I Senior Principal Distribution Amount and the Group
II Senior Principal Distribution Amount on such Distribution Date) and (ii) the
Certificate Principal Balance of the Class M-1 Certificates immediately prior to
such Distribution Date over (y) the lesser of (A) the product of (i)
approximately 70.50% and (ii) the


                                       6
<PAGE>


aggregate Stated Principal Balance of the Mortgage Loans as of the last day of
the related Due Period (after giving effect to scheduled payments of principal
due during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) minus $8,194,595.

                  "Class M-2 Certificate": Any one of the Class M-2 Certificates
executed, authenticated and delivered by the Trustee, substantially in the form
annexed hereto as Exhibit A-5 and evidencing a Regular Interest in REMIC III for
purposes of the REMIC Provisions.

                  "Class M-2 Principal Distribution Amount": With respect to any
Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account
distributions of the Group I Senior Principal Distribution Amount and the Group
II Senior Principal Distribution Amount on such Distribution Date), (ii) the
Certificate Principal Balance of the Class M-1 Certificates (after taking into
account the distribution of the Class M-1 Principal Distribution Amount on such
Distribution Date) and (iii) the Certificate Principal Balance of the Class M-2
Certificates immediately prior to such Distribution Date over (y) the lesser of
(A) the product of (i) approximately 73.70% and (ii) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period) and (B)
the aggregate Stated Principal Balance of the Mortgage Loans as of the last day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) minus $8,194,595.

                  "Class M-3 Certificate": Any one of the Class M-3 Certificates
executed, authenticated and delivered by the Trustee, substantially in the form
annexed hereto as Exhibit A-6 and evidencing a Regular Interest in REMIC III for
purposes of the REMIC Provisions.

                  "Class M-3 Principal Distribution Amount": With respect to any
Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account
distributions of the Group I Senior Principal Distribution Amount and the Group
II Senior Principal Distribution Amount on such Distribution Date), (ii) the
Certificate Principal Balance of the Class M-1 Certificates (after taking into
account the distribution of the Class M-1 Principal Distribution Amount on such
Distribution Date), (iii) the Certificate Principal Balance of the Class M-2
Certificates (after taking into account the distribution of the Class M-2
Principal Distribution Amount on such Distribution Date) and (iv) the
Certificate Principal Balance of the Class M-3 Certificates immediately prior to
such Distribution Date over (y) the lesser of (A) the product of (i)
approximately 79.00% and (ii) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period) and (B) the aggregate Stated Principal
Balance of the Mortgage


                                       7
<PAGE>


Loans as of the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period, to the extent
received or advanced, and unscheduled collections of principal received during
the related Prepayment Period) minus $8,194,595.

                  "Class M-4 Certificate": Any one of the Class M-4 Certificates
executed, authenticated and delivered by the Trustee, substantially in the form
annexed hereto as Exhibit A-7 and evidencing a Regular Interest in REMIC III for
purposes of the REMIC Provisions.

                  "Class M-4 Principal Distribution Amount": With respect to any
Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account
distributions of the Group I Senior Principal Distribution Amount and the Group
II Senior Principal Distribution Amount on such Distribution Date), (ii) the
Certificate Principal Balance of the Class M-1 Certificates (after taking into
account the distribution of the Class M-1 Principal Distribution Amount on such
Distribution Date), (iii) the Certificate Principal Balance of the Class M-2
Certificates (after taking into account the distribution of the Class M-2
Principal Distribution Amount on such Distribution Date), (iv) the Certificate
Principal Balance of the Class M-3 Certificates (after taking into account the
distribution of the Class M-3 Principal Distribution Amount on such Distribution
Date) and (v) the Certificate Principal Balance of the Class M-4 Certificates
immediately prior to such Distribution Date over (y) the lesser of (A) the
product of (i) approximately 81.80% and (ii) the aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due Period
(after giving effect to scheduled payments of principal due during the related
Due Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) and (B) the aggregate
Stated Principal Balance of the Mortgage Loans as of the last day of the related
Due Period (after giving effect to scheduled payments of principal due during
the related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period) minus
$8,194,595.

                  "Class M-5 Certificate": Any one of the Class M-5 Certificates
executed, authenticated and delivered by the Trustee, substantially in the form
annexed hereto as Exhibit A-8 and evidencing a Regular Interest in REMIC III for
purposes of the REMIC Provisions.

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


                                       8
<PAGE>


(i) approximately 84.70% and (ii) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period) and (B) the aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due Period
(after giving effect to scheduled payments of principal due during the related
Due Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) minus $8,194,595.

                  "Class M-6 Certificate": Any one of the Class M-6 Certificates
executed, authenticated and delivered by the Trustee, substantially in the form
annexed hereto as Exhibit A-9 and evidencing a Regular Interest in REMIC III for
purposes of the REMIC Provisions.

                  "Class M-6 Principal Distribution Amount": With respect to any
Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account
distributions of the Group I Senior Principal Distribution Amount and the Group
II Senior Principal Distribution Amount on such Distribution Date), (ii) the
Certificate Principal Balance of the Class M-1 Certificates (after taking into
account the distribution of the Class M-1 Principal Distribution Amount on such
Distribution Date), (iii) the Certificate Principal Balance of the Class M-2
Certificates (after taking into account the distribution of the Class M-2
Principal Distribution Amount on such Distribution Date), (iv) the Certificate
Principal Balance of the Class M-3 Certificates (after taking into account the
distribution of the Class M-3 Principal Distribution Amount on such Distribution
Date), (v) the Certificate Principal Balance of the Class M-4 Certificates
immediately prior to such Distribution Date (after taking into account the
distribution of the Class M-4 Principal Distribution Amount on such Distribution
Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates
immediately prior to such Distribution Date (after taking into account the
distribution of the Class M-5 Principal Distribution Amount on such Distribution
Date) and (vii) the Certificate Principal Balance of the Class M-6 Certificates
immediately prior to such Distribution Date over (y) the lesser of (A) the
product of (i) approximately 86.80% and (ii) the aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due Period
(after giving effect to scheduled payments of principal due during the related
Due Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) and (B) the aggregate
Stated Principal Balance of the Mortgage Loans as of the last day of the related
Due Period (after giving effect to scheduled payments of principal due during
the related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period) minus
$8,194,595.

                  "Class M-7 Certificate": Any one of the Class M-7 Certificates
executed, authenticated and delivered by the Trustee, substantially in the form
annexed hereto as Exhibit A-10 and evidencing a Regular Interest in REMIC III
for purposes of the REMIC Provisions.

                  "Class M-7 Principal Distribution Amount": With respect to any
Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account
distributions of the Group I Senior Principal Distribution Amount and the Group
II Senior Principal Distribution Amount on such Distribution Date), (ii)


                                       9
<PAGE>


the Certificate Principal Balance of the Class M-1 Certificates (after taking
into account the distribution of the Class M-1 Principal Distribution Amount on
such Distribution Date), (iii) the Certificate Principal Balance of the Class
M-2 Certificates (after taking into account the distribution of the Class M-2
Principal Distribution Amount on such Distribution Date), (iv) the Certificate
Principal Balance of the Class M-3 Certificates (after taking into account the
distribution of the Class M-3 Principal Distribution Amount on such Distribution
Date), (v) the Certificate Principal Balance of the Class M-4 Certificates
immediately prior to such Distribution Date (after taking into account the
distribution of the Class M-4 Principal Distribution Amount on such Distribution
Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates
immediately prior to such Distribution Date (after taking into account the
distribution of the Class M-5 Principal Distribution Amount on such Distribution
Date), (vii) the Certificate Principal Balance of the Class M-6 Certificates
immediately prior to such Distribution Date (after taking into account the
distribution of the Class M-6 Principal Distribution Amount on such Distribution
Date) and (viii) the Certificate Principal Balance of the Class M-7 Certificates
immediately prior to such Distribution Date over (y) the lesser of (A) the
product of (i) approximately 88.80% and (ii) the aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due Period
(after giving effect to scheduled payments of principal due during the related
Due Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) and (B) the aggregate
Stated Principal Balance of the Mortgage Loans as of the last day of the related
Due Period (after giving effect to scheduled payments of principal due during
the related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period) minus
$8,194,595.

                  "Class M-8 Certificate": Any one of the Class M-8 Certificates
executed, authenticated and delivered by the Trustee, substantially in the form
annexed hereto as Exhibit A-11 and evidencing a Regular Interest in REMIC III
for purposes of the REMIC Provisions.

                  "Class M-8 Principal Distribution Amount": With respect to any
Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account
distributions of the Group I Senior Principal Distribution Amount and the Group
II Senior Principal Distribution Amount on such Distribution Date), (ii) the
Certificate Principal Balance of the Class M-1 Certificates (after taking into
account the distribution of the Class M-1 Principal Distribution Amount on such
Distribution Date), (iii) the Certificate Principal Balance of the Class M-2
Certificates (after taking into account the distribution of the Class M-2
Principal Distribution Amount on such Distribution Date), (iv) the Certificate
Principal Balance of the Class M-3 Certificates (after taking into account the
distribution of the Class M-3 Principal Distribution Amount on such Distribution
Date), (v) the Certificate Principal Balance of the Class M-4 Certificates
immediately prior to such Distribution Date (after taking into account the
distribution of the Class M-4 Principal Distribution Amount on such Distribution
Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates
immediately prior to such Distribution Date (after taking into account the
distribution of the Class M-5 Principal Distribution Amount on such Distribution
Date), (vii) the Certificate Principal Balance of the Class M-6 Certificates
immediately prior to such Distribution Date (after taking into account the
distribution of the Class M-6 Principal Distribution Amount on


                                       10
<PAGE>


such Distribution Date), (viii) the Certificate Principal Balance of the Class
M-7 Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-7 Principal Distribution Amount on such
Distribution Date) and (viii) the Certificate Principal Balance of the Class M-8
Certificates immediately prior to such Distribution Date over (y) the lesser of
(A) the product of (i) approximately 90.20% and (ii) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period) and (B)
the aggregate Stated Principal Balance of the Mortgage Loans as of the last day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) minus $8,194,595.

                  "Class M-9 Certificate": Any one of the Class M-9 Certificates
executed, authenticated and delivered by the Trustee, substantially in the form
annexed hereto as Exhibit A-12 and evidencing a Regular Interest in REMIC III
for purposes of the REMIC Provisions.

                  "Class M-9 Principal Distribution Amount": With respect to any
Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account
distributions of the Group I Senior Principal Distribution Amount and the Group
II Senior Principal Distribution Amount on such Distribution Date), (ii) the
Certificate Principal Balance of the Class M-1 Certificates (after taking into
account the distribution of the Class M-1 Principal Distribution Amount on such
Distribution Date), (iii) the Certificate Principal Balance of the Class M-2
Certificates (after taking into account the distribution of the Class M-2
Principal Distribution Amount on such Distribution Date), (iv) the Certificate
Principal Balance of the Class M-3 Certificates (after taking into account the
distribution of the Class M-3 Principal Distribution Amount on such Distribution
Date), (v) the Certificate Principal Balance of the Class M-4 Certificates
immediately prior to such Distribution Date (after taking into account the
distribution of the Class M-4 Principal Distribution Amount on such Distribution
Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates
immediately prior to such Distribution Date (after taking into account the
distribution of the Class M-5 Principal Distribution Amount on such Distribution
Date), (vii) the Certificate Principal Balance of the Class M-6 Certificates
immediately prior to such Distribution Date (after taking into account the
distribution of the Class M-6 Principal Distribution Amount on such Distribution
Date), (viii) the Certificate Principal Balance of the Class M-7 Certificates
immediately prior to such Distribution Date (after taking into account the
distribution of the Class M-7 Principal Distribution Amount on such Distribution
Date), (ix) the Certificate Principal Balance of the Class M-8 Certificates
immediately prior to such Distribution Date (after taking into account the
distribution of the Class M-8 Principal Distribution Amount on such Distribution
Date) and (x) the Certificate Principal Balance of the Class M-9 Certificates
immediately prior to such Distribution Date over (y) the lesser of (A) the
product of (i) approximately 92.20% and (ii) the aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due Period
(after giving effect to scheduled payments of principal due during the related
Due Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) and (B) the aggregate


                                       11
<PAGE>


Stated Principal Balance of the Mortgage Loans as of the last day of the related
Due Period (after giving effect to scheduled payments of principal due during
the related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period) minus
$8,194,595.

                  "Class M-10 Certificate": Any one of the Class M-10
Certificates executed, authenticated and delivered by the Trustee, substantially
in the form annexed hereto as Exhibit A-13 and evidencing a Regular Interest in
REMIC III for purposes of the REMIC Provisions.

                  "Class M-10 Principal Distribution Amount": With respect to
any Distribution Date, the excess of (x) the sum of (i) the aggregate
Certificate Principal Balance of the Class A Certificates (after taking into
account distributions of the Group I Senior Principal Distribution Amount and
the Group II Senior Principal Distribution Amount on such Distribution Date),
(ii) the Certificate Principal Balance of the Class M-1 Certificates (after
taking into account the distribution of the Class M-1 Principal Distribution
Amount on such Distribution Date), (iii) the Certificate Principal Balance of
the Class M-2 Certificates (after taking into account the distribution of the
Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the
Certificate Principal Balance of the Class M-3 Certificates (after taking into
account the distribution of the Class M-3 Principal Distribution Amount on such
Distribution Date), (v) the Certificate Principal Balance of the Class M-4
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-4 Principal Distribution Amount on such
Distribution Date), (vi) the Certificate Principal Balance of the Class M-5
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-5 Principal Distribution Amount on such
Distribution Date), (vii) the Certificate Principal Balance of the Class M-6
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-6 Principal Distribution Amount on such
Distribution Date), (viii) the Certificate Principal Balance of the Class M-7
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-7 Principal Distribution Amount on such
Distribution Date), (ix) the Certificate Principal Balance of the Class M-8
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-8 Principal Distribution Amount on such
Distribution Date), (x) the Certificate Principal Balance of the Class M-9
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-9 Principal Distribution Amount on such
Distribution Date) and (xi) the Certificate Principal Balance of the Class M-10
Certificates immediately prior to such Distribution Date over (y) the lesser of
(A) the product of (i) approximately 93.70% and (ii) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period) and (B)
the aggregate Stated Principal Balance of the Mortgage Loans as of the last day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) minus $8,194,595.


                                       12
<PAGE>


                  "Class M-11 Certificate": Any one of the Class M-11
Certificates executed, authenticated and delivered by the Trustee, substantially
in the form annexed hereto as Exhibit A-14 and evidencing a Regular Interest in
REMIC III for purposes of the REMIC Provisions.

                  "Class M-11 Principal Distribution Amount": With respect to
any Distribution Date, the excess of (x) the sum of (i) the aggregate
Certificate Principal Balance of the Class A Certificates (after taking into
account distributions of the Group I Senior Principal Distribution Amount and
the Group II Senior Principal Distribution Amount on such Distribution Date),
(ii) the Certificate Principal Balance of the Class M-1 Certificates (after
taking into account the distribution of the Class M-1 Principal Distribution
Amount on such Distribution Date), (iii) the Certificate Principal Balance of
the Class M-2 Certificates (after taking into account the distribution of the
Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the
Certificate Principal Balance of the Class M-3 Certificates (after taking into
account the distribution of the Class M-3 Principal Distribution Amount on such
Distribution Date), (v) the Certificate Principal Balance of the Class M-4
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-4 Principal Distribution Amount on such
Distribution Date), (vi) the Certificate Principal Balance of the Class M-5
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-5 Principal Distribution Amount on such
Distribution Date), (vii) the Certificate Principal Balance of the Class M-6
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-6 Principal Distribution Amount on such
Distribution Date), (viii) the Certificate Principal Balance of the Class M-7
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-7 Principal Distribution Amount on such
Distribution Date), (ix) the Certificate Principal Balance of the Class M-8
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-8 Principal Distribution Amount on such
Distribution Date), (x) the Certificate Principal Balance of the Class M-9
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-9 Principal Distribution Amount on such
Distribution Date), (xi) the Certificate Principal Balance of the Class M-10
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-10 Principal Distribution Amount on such
Distribution Date) and (xii) the Certificate Principal Balance of the Class M-11
Certificates immediately prior to such Distribution Date over (y) the lesser of
(A) the product of (i) approximately 94.80% and (ii) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period) and (B)
the aggregate Stated Principal Balance of the Mortgage Loans as of the last day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) minus $8,194,595.

                  "Class M-12 Certificate": Any one of the Class M-12
Certificates executed, authenticated and delivered by the Trustee, substantially
in the form annexed hereto as Exhibit A-15 and evidencing a Regular Interest in
REMIC III for purposes of the REMIC Provisions.


                                       13
<PAGE>


                  "Class M-12 Principal Distribution Amount": With respect to
any Distribution Date, the excess of (x) the sum of (i) the aggregate
Certificate Principal Balance of the Class A Certificates (after taking into
account distributions of the Group I Senior Principal Distribution Amount and
the Group II Senior Principal Distribution Amount on such Distribution Date),
(ii) the Certificate Principal Balance of the Class M-1 Certificates (after
taking into account the distribution of the Class M-1 Principal Distribution
Amount on such Distribution Date), (iii) the Certificate Principal Balance of
the Class M-2 Certificates (after taking into account the distribution of the
Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the
Certificate Principal Balance of the Class M-3 Certificates (after taking into
account the distribution of the Class M-3 Principal Distribution Amount on such
Distribution Date), (v) the Certificate Principal Balance of the Class M-4
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-4 Principal Distribution Amount on such
Distribution Date), (vi) the Certificate Principal Balance of the Class M-5
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-5 Principal Distribution Amount on such
Distribution Date), (vii) the Certificate Principal Balance of the Class M-6
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-6 Principal Distribution Amount on such
Distribution Date), (viii) the Certificate Principal Balance of the Class M-7
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-7 Principal Distribution Amount on such
Distribution Date), (ix) the Certificate Principal Balance of the Class M-8
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-8 Principal Distribution Amount on such
Distribution Date), (x) the Certificate Principal Balance of the Class M-9
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-9 Principal Distribution Amount on such
Distribution Date), (xi) the Certificate Principal Balance of the Class M-10
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-10 Principal Distribution Amount on such
Distribution Date), (xii) the Certificate Principal Balance of the Class M-11
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-11 Principal Distribution Amount on such
Distribution Date) and (xiii) the Certificate Principal Balance of the Class
M-12 Certificates immediately prior to such Distribution Date over (y) the
lesser of (A) the product of (i) approximately 96.00% and (ii) the aggregate
Stated Principal Balance of the Mortgage Loans as of the last day of the related
Due Period (after giving effect to scheduled payments of principal due during
the related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period) and (B)
the aggregate Stated Principal Balance of the Mortgage Loans as of the last day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) minus $8,194,595.

                  "Class M-13 Certificate": Any one of the Class M-13
Certificates executed, authenticated and delivered by the Trustee, substantially
in the form annexed hereto as Exhibit A-16 and evidencing a Regular Interest in
REMIC III for purposes of the REMIC Provisions.


                                       14
<PAGE>


                  "Class M-13 Principal Distribution Amount": With respect to
any Distribution Date, the excess of (x) the sum of (i) the aggregate
Certificate Principal Balance of the Class A Certificates (after taking into
account distributions of the Group I Senior Principal Distribution Amount and
the Group II Senior Principal Distribution Amount on such Distribution Date),
(ii) the Certificate Principal Balance of the Class M-1 Certificates (after
taking into account the distribution of the Class M-1 Principal Distribution
Amount on such Distribution Date), (iii) the Certificate Principal Balance of
the Class M-2 Certificates (after taking into account the distribution of the
Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the
Certificate Principal Balance of the Class M-3 Certificates (after taking into
account the distribution of the Class M-3 Principal Distribution Amount on such
Distribution Date), (v) the Certificate Principal Balance of the Class M-4
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-4 Principal Distribution Amount on such
Distribution Date), (vi) the Certificate Principal Balance of the Class M-5
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-5 Principal Distribution Amount on such
Distribution Date), (vii) the Certificate Principal Balance of the Class M-6
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-6 Principal Distribution Amount on such
Distribution Date), (viii) the Certificate Principal Balance of the Class M-7
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-7 Principal Distribution Amount on such
Distribution Date), (ix) the Certificate Principal Balance of the Class M-8
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-8 Principal Distribution Amount on such
Distribution Date), (x) the Certificate Principal Balance of the Class M-9
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-9 Principal Distribution Amount on such
Distribution Date), (xi) the Certificate Principal Balance of the Class M-10
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-10 Principal Distribution Amount on such
Distribution Date), (xii) the Certificate Principal Balance of the Class M-11
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-11 Principal Distribution Amount on such
Distribution Date), (xiii) the Certificate Principal Balance of the Class M-12
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-12 Principal Distribution Amount on such
Distribution Date) and (xiv) the Certificate Principal Balance of the Class M-13
Certificates immediately prior to such Distribution Date over (y) the lesser of
(A) the product of (i) approximately 97.00% and (ii) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period) and (B)
the aggregate Stated Principal Balance of the Mortgage Loans as of the last day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) minus $8,194,595.


                                       15
<PAGE>


                  "Class M-14 Certificate": Any one of the Class M-14
Certificates executed, authenticated and delivered by the Trustee, substantially
in the form annexed hereto as Exhibit A-17 and evidencing a Regular Interest in
REMIC III for purposes of the REMIC Provisions.

                  "Class M-14 Principal Distribution Amount": With respect to
any Distribution Date, the excess of (x) the sum of (i) the aggregate
Certificate Principal Balance of the Class A Certificates (after taking into
account distributions of the Group I Senior Principal Distribution Amount and
the Group II Senior Principal Distribution Amount on such Distribution Date),
(ii) the Certificate Principal Balance of the Class M-1 Certificates (after
taking into account the distribution of the Class M-1 Principal Distribution
Amount on such Distribution Date), (iii) the Certificate Principal Balance of
the Class M-2 Certificates (after taking into account the distribution of the
Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the
Certificate Principal Balance of the Class M-3 Certificates (after taking into
account the distribution of the Class M-3 Principal Distribution Amount on such
Distribution Date), (v) the Certificate Principal Balance of the Class M-4
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-4 Principal Distribution Amount on such
Distribution Date), (vi) the Certificate Principal Balance of the Class M-5
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-5 Principal Distribution Amount on such
Distribution Date), (vii) the Certificate Principal Balance of the Class M-6
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-6 Principal Distribution Amount on such
Distribution Date), (viii) the Certificate Principal Balance of the Class M-7
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-7 Principal Distribution Amount on such
Distribution Date), (ix) the Certificate Principal Balance of the Class M-8
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-8 Principal Distribution Amount on such
Distribution Date), (x) the Certificate Principal Balance of the Class M-9
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-9 Principal Distribution Amount on such
Distribution Date), (xi) the Certificate Principal Balance of the Class M-10
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-10 Principal Distribution Amount on such
Distribution Date), (xii) the Certificate Principal Balance of the Class M-11
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-11 Principal Distribution Amount on such
Distribution Date), (xiii) the Certificate Principal Balance of the Class M-12
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-12 Principal Distribution Amount on such
Distribution Date), (xiv) the Certificate Principal Balance of the Class M-13
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-13 Principal Distribution Amount on such
Distribution Date) and (xv) the Certificate Principal Balance of the Class M-14
Certificates immediately prior to such Distribution Date over (y) the lesser of
(A) the product of (i) approximately 99.00% and (ii) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period) and (B)
the aggregate Stated Principal Balance of the Mortgage Loans as of


                                       16
<PAGE>


the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) minus $8,194,595.

                  "Class M Principal Distribution Amount": The Class M-1
Principal Distribution Amount, Class M-2 Principal Distribution Amount, Class
M-3 Principal Distribution Amount, Class M-4 Principal Distribution Amount,
Class M-5 Principal Distribution Amount, Class M-6 Principal Distribution
Amount, Class M-7 Principal Distribution Amount, Class M-8 Principal
Distribution Amount, Class M-9 Principal Distribution Amount, Class M-10
Principal Distribution Amount, Class M-11 Principal Distribution Amount, Class
M-12 Principal Distribution Amount, Class M-13 Principal Distribution Amount or
Class M-14 Principal Distribution Amount, as the context requires.

                  "Class P Certificate": Any one of the Class P Certificates
executed, authenticated and delivered by the Trustee, substantially in the form
annexed hereto as Exhibit A-19 and evidencing a Regular Interest in REMIC V 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 III for purposes of the REMIC Provisions.

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

                  "Class R-X Certificate": Any one of the Class R-X Certificates
executed, authenticated and delivered by the Trustee, substantially in the form
annexed hereto as Exhibit A-21 and evidencing the ownership of the Class R-IV
Interest and the Class R-V 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.

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

                  "Closing Date": September 2, 2004.

                  "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 "Option One Mortgage Corporation, as
Servicer for Wells Fargo Bank, N.A., as Trustee, in trust


                                       17
<PAGE>


for the registered holders of Citigroup Mortgage Loan Trust, Series 2004-OPT1,
Asset Backed Pass-Through Certificates." The Collection Account must be an
Eligible Account.

                  "Commission": The Securities and Exchange Commission.

                  "Compensating Interest": As defined in Section 3.24 hereof.

                  "Corporate Trust Office": 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 (i) for Certificate transfer
purposes, at Sixth and Marquette, Minneapolis, Minnesota 55479-0113, Attention:
Corporate Trust Services-- CMLTI Series 2004-OPT1 and (ii) for all other
purposes, at 9062 Old Annapolis Road, Columbia, Maryland 21045, Attention: CMLTI
Series 2004-OPT1, or at such other address as the Trustee may designate from
time to time by notice to the Certificateholders, the Depositor and the
Servicer.

                  "Corresponding Certificate": With respect to each REMIC II
Regular Interest set forth below, the Regular Certificate set forth in the table
below:


                 REMIC II REGULAR INTEREST            CERTIFICATE
               ------------------------------------------------------
                         II-LTA1A                     Class A-1A
                         II-LTA1B                     Class A-1B
                          II-LTA2                      Class A-2
                          II-LTM1                      Class M-1
                          II-LTM2                      Class M-2
                          II-LTM3                      Class M-3
                          II-LTM4                      Class M-4
                          II-LTM5                      Class M-5
                          II-LTM6                      Class M-6
                          II-LTM7                      Class M-7
                          II-LTM8                      Class M-8
                          II-LTM9                      Class M-9
                         II-LTM10                     Class M-10
                         II-LTM11                     Class M-11
                         II-LTM12                     Class M-12
                         II-LTM13                     Class M-13
                         II-LTM14                     Class M-14
                          II-LTP                        Class P

                  "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 Certificates calculated after taking into account payments of
principal on the Mortgage Loans and distribution of the Group I Principal
Distribution Amount and the Group II Principal Distribution Amount to the
Certificates then entitled to distributions of principal on such Distribution
Date, and the denominator of which is the sum of (x) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal


                                       18
<PAGE>


received during the related Prepayment Period) and (y) any amounts remaining on
deposit in the Pre-Funding Accounts (exclusive of any investment income
therein).

                  "Cumulative Loss Percentage": With respect to any Distribution
Date, the percentage equivalent of a fraction, the numerator of which is the
aggregate amount of Realized Losses incurred from the Cut-off Date to the last
day of the preceding calendar month and the denominator of which is the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date.

                  "Cut-off Date": With respect to each Initial Mortgage Loan,
September 1, 2004. With respect to all Qualified Substitute Mortgage Loans,
their respective dates of substitution. References herein to the "Cut-off Date,"
when used with respect to more than one Mortgage Loan, shall be to the
respective Cut-off Dates for such Mortgage Loans.

                  "Debt Service Reduction": With respect to any Mortgage Loan, a
reduction in the scheduled Monthly Payment for such Mortgage Loan by a court of
competent jurisdiction in a proceeding under the Bankruptcy Code, except such a
reduction resulting from a Deficient Valuation.

                  "Deficient Valuation": With respect to any Mortgage Loan, a
valuation of the related Mortgaged Property by a court of competent jurisdiction
in an amount less than the then outstanding Stated Principal Balance of the
Mortgage Loan, which valuation results from a proceeding initiated under the
Bankruptcy Code.

                  "Definitive Certificates": As defined in Section 5.01(b).

                  "Deleted Mortgage Loan": A Mortgage Loan replaced or to be
replaced by a Qualified Substitute Mortgage Loan.

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


                                       19
<PAGE>


Code of the State of New York and a "clearing agency" registered pursuant to the
provisions of Section 17A of the Securities Exchange Act of 1934, as amended.

                  "Depository Institution": Any depository institution or trust
company, including the Trustee, 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 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 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


                                       20
<PAGE>


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 Trustee pursuant to Section 3.10(b), which shall be
entitled "Wells Fargo Bank, N.A., as Trustee, in trust for the registered
holders of Citigroup Mortgage Loan Trust, Series 2004-OPT1, Asset Backed
Pass-Through Certificates." 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 October 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.

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

                  "Escrow Payments": The amounts constituting ground rents,
taxes, assessments, water rates, fire and hazard insurance premiums and other
payments required to be escrowed by the Mortgagor with the mortgagee pursuant to
any Mortgage Loan.

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

                  "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 Trustee Fee
Rate, (ii) the Servicing Fee Rate and (iii) the PMI Insurer Fee Rate, if any.


                                       21
<PAGE>


                  "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 Trustee Fee Rate, (ii)
the Servicing Fee Rate and (iii) the PMI Insurer Fee Rate, if any.

                  "Extraordinary Trust Fund Expense": Any amounts reimbursable
to the Trustee or any director, officer, employee or agent of the Trustee from
the Trust Fund pursuant to Section 8.05 or Section 10.01(c) and any amounts
payable from the Distribution Account in respect of taxes pursuant to Section
10.01(g)(iii).

                  "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 Recovery Determination": With respect to any defaulted
Mortgage Loan or any REO Property (other than a Mortgage Loan or REO Property
purchased by the Originator, the 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, 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 and the Mezzanine Certificates, 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.

                  "Funding Period": The period beginning on the Closing Date and
ending on the earlier to occur of the date upon which (a) the amount on deposit
in the Pre-Funding Accounts (exclusive of any investment income therein) has
been reduced to zero or (b) September 30, 2004.

                  "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.


                                       22
<PAGE>


                  "Group I Allocation Percentage": With respect to any
Distribution Date, the percentage equivalent of a fraction, the numerator of
which is (i) the Group I Principal Remittance Amount for such Distribution Date,
and the denominator of which is (ii) the Principal Remittance Amount for such
Distribution Date.

                  "Group I Certificate": The Class A-1A Certificates and the
Class A-1B Certificates.

                  "Group I Enhancement Amount": With respect to any Distribution
Date, an amount equal to the excess of (x) the aggregate Stated Principal
Balance of the Group I Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period) over (y)
the aggregate Certificate Principal Balance of the Group I Certificates.

                  "Group I Interest Remittance Amount": For any Distribution
Date, that portion of the Available Distribution Amount for the related
Distribution Date that represents interest received or advanced on the Group I
Mortgage Loans.

                  "Group I Mortgage Loan": A Fixed-Rate Mortgage Loan or
Adjustable-Rate Mortgage Loan assigned to Loan Group I with a Stated Principal
Balance at origination that conforms to Fannie Mae and Freddie Mac loan limits.

                  "Group I Pre-Funding Account": The account established and
maintained pursuant to Section 4.07, as defined herein.

                  "Group I Principal Distribution Amount": With respect to any
Distribution Date, the sum of (i) the principal portion of each Monthly Payment
on the Group I Mortgage Loans due during the related Due Period, whether or not
received on or prior to the related Determination Date; (ii) the Stated
Principal Balance of any Group I 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,
Subsequent Recoveries and REO Principal Amortization) received on the Group I
Mortgage Loans 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;
(iv) on the Distribution Date immediately following the end of the Funding
Period, any amounts remaining in the Group I Pre-Funding Account (exclusive of
any investment income therein) after giving effect to any purchase of Subsequent
Group I Mortgage Loans and (v) the Group I Allocation Percentage of any
Overcollateralization Increase Amount for such Distribution Date. In no event
will the Group I Principal Distribution Amount with respect to any Distribution
Date be (x) less than zero or (y) greater than the then outstanding aggregate
Certificate Principal Balance of the Class A Certificates and the Mezzanine
Certificates.


                                       23
<PAGE>


                  "Group I Principal Remittance Amount": For any Distribution
Date, that portion of the Available Distribution Amount equal to the sum of the
amounts set forth in (i) through (iv) of the definition of Group I Principal
Distribution Amount.

                  "Group I Senior Excess Interest Amount": With respect to any
Distribution Date, an amount equal to the excess, if any, of (x) the Group I
Interest Remittance Amount multiplied by a fraction, the numerator of which is
the aggregate Certificate Principal Balance of the Group I Certificates
(immediately prior to such Distribution Date) and the denominator of which is
the aggregate Stated Principal Balance of the Group I Mortgage Loans as of the
last day of the preceding Due Period over (y) the sum of (i) the amount of any
distributions of interest pursuant to Section 4.01(a)(2)(I) and (ii) the portion
allocated to the Group I Senior Excess Interest Amount of the excess, if any, of
(a) the aggregate Interest Distribution Amount for the Mezzanine Certificates
over (b) the Interest Remittance Amount multiplied by a fraction, the numerator
of which is the sum of the aggregate Certificate Principal Balance of the
Mezzanine Certificates (immediately prior to such Distribution Date) and the
Overcollateralization Amount and the denominator of which is the aggregate
Stated Principal Balance of the Mortgage Loans as of the last day of the
preceding Due Period. For purposes of the foregoing, the shortfall described in
clause (y)(ii) will be allocated in the following order: first, to the Group II
Senior Excess Interest Amount and second, to the Group I Senior Excess Interest
Amount.

                  "Group I Senior Principal Distribution Amount": With respect
to any Distribution Date, the excess of (x) the aggregate Certificate Principal
Balance of the Group I Certificates immediately prior to such Distribution Date
over (y) the lesser of (A) the product of (i) approximately 67.00% and (ii) the
aggregate Stated Principal Balance of the Group I Mortgage Loans as of the last
day of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the Group I Mortgage
Loans as of the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period, to the extent
received or advanced, and unscheduled collections of principal received during
the related Prepayment Period) minus $6,490,603.

                  "Group I Targeted Enhancement Amount": With respect to any
Distribution Date, (i) prior to the Stepdown Date, $214,914,569, (ii) on or
after the Stepdown Date and on which a Trigger Event is in effect, the Group I
Targeted Enhancement Amount for the immediately preceding Distribution Date and
(iii) on or after the Stepdown Date and on which a Trigger Event is not in
effect, an amount equal to the Group I Enhancement Amount assuming the entire
Group I Senior Principal Distribution Amount had been distributed in full.

                  "Group II Allocation Percentage": With respect to any
Distribution Date, the percentage equivalent of a fraction, the numerator of
which is (i) the Group II Principal Remittance Amount for such Distribution
Date, and the denominator of which is (ii) the Principal Remittance Amount for
such Distribution Date.

                  "Group II Enhancement Amount": With respect to any
Distribution Date, an amount equal to the excess of (x) the aggregate Stated
Principal Balance of the Group II


                                       24
<PAGE>

Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period) over (y) the Certificate Principal Balance
of the Class A-2 Certificates.

                  "Group II Interest Remittance Amount": For any Distribution
Date, that portion of the Available Distribution Amount for the related
Distribution Date that represents interest received or advanced on the Group II
Mortgage Loans.

                  "Group II Mortgage Loan": A Fixed-Rate Mortgage Loan or
Adjustable-Rate Mortgage Loan assigned to Loan Group II with a Stated Principal
Balance at origination that may or may not conform to Fannie Mae and Freddie Mac
loan limits.

                  "Group II Pre-Funding Account": The account established and
maintained pursuant to Section 4.07, as defined herein.

                  "Group II Principal Distribution Amount": With respect to any
Distribution Date, the sum of (i) the principal portion of each Monthly Payment
on the Group II Mortgage Loans due during the related Due Period, whether or not
received on or prior to the related Determination Date; (ii) the Stated
Principal Balance of any Group II 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,
Subsequent Recoveries and REO Principal Amortization) received on the Group II
Mortgage Loans 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;
(iv) on the Distribution Date immediately following the end of the Funding
Period, any amounts remaining in the Group II Pre-Funding Account (exclusive of
any investment income therein) after giving effect to any purchase of Subsequent
Group II Mortgage Loans and (v) the Group II Allocation Percentage of any
Overcollateralization Increase Amount for such Distribution Date. In no event
will the Group II Principal Distribution Amount with respect to any Distribution
Date be (x) less than zero or (y) greater than the then outstanding aggregate
Certificate Principal Balance of the Class A Certificates and the Mezzanine
Certificates.

                  "Group II Principal Remittance Amount": For any Distribution
Date, that portion of the Available Distribution Amount equal to the sum of the
amounts set forth in (i) through (iv) of the definition of Group II Principal
Distribution Amount.

                  "Group II Senior Excess Interest Amount": With respect to any
Distribution Date, an amount equal to the excess, if any, of (x) the Group II
Interest Remittance Amount multiplied by a fraction, the numerator of which is
the Certificate Principal Balance of the Class A-2 Certificates (immediately
prior to such Distribution Date) and the denominator of which is the aggregate
Stated Principal Balance of the Group II Mortgage Loans as of the last day of
the


                                       25
<PAGE>


preceding Due Period over (y) the sum of (i) the amount of any distributions
of interest pursuant to Section 4.01(a)(2)(II) and (ii) the portion allocated to
the Group II Senior Excess Interest Amount of the excess, if any, of (a) the
aggregate Interest Distribution Amount for the Mezzanine Certificates over (b)
the Interest Remittance Amount multiplied by a fraction, the numerator of which
is the sum of the aggregate Certificate Principal Balance of the Mezzanine
Certificates (immediately prior to such Distribution Date) and the
Overcollateralization Amount and the denominator of which is the aggregate
Stated Principal Balance of the Mortgage Loans as of the last day of the
preceding Due Period. For purposes of the foregoing, the shortfall described in
clause (y)(ii) will be allocated in the following order: first, to the Group II
Senior Excess Interest Amount and second, to the Group I Senior Excess Interest
Amount.

                  "Group II Senior Principal Distribution Amount": With respect
to any Distribution Date, the excess of (x) the aggregate Certificate Principal
Balance of the Group II Certificates immediately prior to such Distribution Date
over (y) the lesser of (A) the product of (i) approximately 67.00% and (ii) the
aggregate Stated Principal Balance of the Group II Mortgage Loans as of the last
day of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the Group II Mortgage
Loans as of the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period, to the extent
received or advanced, and unscheduled collections of principal received during
the related Prepayment Period) minus $1,703,992.

                  "Group II Targeted Enhancement Amount": With respect to any
Distribution Date, (i) prior to the Stepdown Date, $55,507,463, (ii) on or after
the Stepdown Date and on which a Trigger Event is in effect, the Group II
Targeted Enhancement Amount for the immediately preceding Distribution Date and
(iii) on or after the Stepdown Date and on which a Trigger Event is not in
effect, an amount equal to the Group II Enhancement Amount assuming the entire
Group II Senior Principal Distribution Amount had been distributed in full.

                  "Highest Priority": As of any date of determination, the Class
of Mezzanine Certificates then outstanding with a Certificate Principal Balance
greater than zero, with the highest priority for payments pursuant to Section
4.01, in the following order: Class M-1, Class M-2, Class M-3, Class M-4, Class
M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10, Class M-11, Class
M-12, Class M-13 and Class M-14 Certificates.

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

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


                                       26
<PAGE>


the Seller 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 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 has 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
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.

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

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

                  "Initial Mortgage Loan": Any of the Initial Group I Mortgage
Loans or Initial Group II Mortgage Loans included in the Trust Fund as of the
Closing Date.

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

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


                                       27
<PAGE>


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

                  "Interest Determination Date": With respect to the Class A
Certificates, the Mezzanine Certificates, REMIC II Regular Interest II-LTA1A,
REMIC II Regular Interest II-LTA1B, REMIC II Regular Interest II-LTA2, REMIC II
Regular Interest II-LTM1, REMIC II Regular Interest II-LTM2, REMIC II Regular
Interest II-LTM3, REMIC II Regular Interest II-LTM4, REMIC II Regular Interest
II-LTM5, REMIC II Regular Interest II-LTM6, REMIC II Regular Interest II-LTM7,
REMIC II Regular Interest II-LTM8, REMIC II Regular Interest II-LTM9, REMIC II
Regular Interest II-LTM10, REMIC II Regular Interest II-LTM11, REMIC II Regular
Interest II-LTM12, REMIC II Regular Interest II-LTM13 and REMIC II Regular
Interest II-LTM14 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, the sum of the Group I Interest Remittance Amount and the Group II
Interest Remittance Amount.

                  "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.

                  "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 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


                                       28
<PAGE>


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 and the denominator of which
is the Value of the related Mortgaged Property.

                  "Loan Group": Either Loan Group I or Loan Group II, as the
context requires.

                  "Loan Group I": The Group of Mortgage Loans identified in the
Mortgage Loan Schedule as having been assigned to Loan Group I.

                  "Loan Group II": The Group of Mortgage Loans identified in the
Mortgage Loan Schedule as having been assigned to Loan Group II.

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

                  "Marker Rate": With respect to the Class CE Interest and any
Distribution Date, a per annum rate equal to two (2) times the weighted average
of the REMIC II Remittance Rate for REMIC II Regular Interest II-LTA1A, REMIC II
Regular Interest II-LTA1B, REMIC II Regular Interest II-LTA2, REMIC II Regular
Interest II-LTM1, REMIC II Regular Interest II-LTM2, REMIC II Regular Interest
II-LTM3, REMIC II Regular Interest II-LTM4, REMIC II Regular Interest II-LTM5,
REMIC II Regular Interest II-LTM6, REMIC II Regular Interest II-LTM7, REMIC II
Regular Interest II-LTM8, REMIC II Regular Interest II-LTM9, REMIC II Regular
Interest II-LTM10, REMIC II Regular Interest II-LTM11, REMIC II Regular Interest
II-LTM12, REMIC II Regular Interest II-LTM13, REMIC II Regular Interest II-LTM14
and REMIC II Regular Interest II-LTZZ, with the rate on each such REMIC II
Regular Interest (other than REMIC II Regular Interest II-LTZZ) subject to a cap
equal to the lesser of (i) One-Month LIBOR plus the related Certificate Margin
for the related Corresponding Certificate and (ii) the related Net WAC
Pass-Through Rate for the related Corresponding Certificate for the purpose of
this calculation for such Distribution Date and with the rate on REMIC II
Regular Interest II-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 elapsed in the related Interest
Accrual Period and the denominator of which is 30.

                  "Maximum Cap Rate": For any Distribution Date and the Group I
Certificates, a per annum rate equal to the product of (x) the weighted average
of the Expense Adjusted Maximum Mortgage Rates of the Group I Mortgage Loans,
weighted based on their Stated Principal Balances as of the first day of the
related Due Period 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.

                  For any Distribution Date and the Class A-2 Certificates, a
per annum rate equal to the product of (x) the weighted average of the Expense
Adjusted Maximum Mortgage Rates of


                                       29
<PAGE>


the Group II Mortgage Loans, weighted based on their Stated 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.

                  For any Distribution Date and the Mezzanine Certificates, a
per annum rate equal to the product of (x) the weighted average, weighted on the
basis of the results of subtracting from the aggregate Stated Principal Balance
of the applicable Loan Group the current Certificate Principal Balance of the
related Class A Certificates, of the weighted average of the Expense Adjusted
Net Maximum Mortgage Rates of the Group I Mortgage Loans and the Group II
Mortgage Loans, in each case, weighted on the basis of the outstanding Stated
Principal Balances of the related Mortgage Loans as of the first day of the
month preceding the month of such Distribution Date (after giving effect to
scheduled payments of principal due during the related Due Period, to the extent
received or advanced, and unscheduled collections of principal received during
the related Prepayment Period) and (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.

                  "Maximum II-LTZZ Uncertificated Interest Deferral Amount":
With respect to any Distribution Date, the excess of (i) accrued interest at the
REMIC II Remittance Rate applicable to REMIC II Regular Interest II-LTZZ for
such Distribution Date on a balance equal to the Uncertificated Balance of REMIC
II Regular Interest II-LTZZ minus the REMIC II Overcollateralized Amount, in
each case for such Distribution Date, over (ii) Uncertificated Interest on REMIC
II Regular Interest II-LTA1A, REMIC II Regular Interest II-LTA1B, REMIC II
Regular Interest II-LTA2, REMIC II Regular Interest II-LTM1, REMIC II Regular
Interest II-LTM2, REMIC II Regular Interest II-LTM3, REMIC II Regular Interest
II-LTM4, REMIC II Regular Interest II-LTM5, REMIC II Regular Interest II-LTM6,
REMIC II Regular Interest II-LTM7, REMIC II Regular Interest II-LTM8, REMIC II
Regular Interest II-LTM9, REMIC II Regular Interest II-LTM10, REMIC II Regular
Interest II-LTM11, REMIC II Regular Interest II-LTM12, REMIC II Regular Interest
II-LTM13 and REMIC II Regular Interest II-LTM14 for such Distribution Date, with
the rate on each such REMIC II Regular Interest subject to a cap equal to the
lesser of (i) One-Month LIBOR plus the related Certificate Margin for the
related Corresponding Certificate and (ii) the related Net WAC Pass-Through Rate
for the related Corresponding Certificate; provided, however, each cap shall be
multiplied by a fraction, the numerator of which is the actual number of days
elapsed in the related Interest Accrual Period and the denominator of which is
30.

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

                  "Mezzanine Cap Contract": The cap contract between the Trustee
on behalf of the Trust and the counterparty thereunder for the benefit of the
Holders of the Mezzanine Certificates in the form attached hereto as Exhibit K.

                  "Mezzanine Certificates": The Class M-1 Certificates, the
Class M-2 Certificates, the Class M-3 Certificates, the Class M-4 Certificates,
the Class M-5 Certificates, the Class M-6


                                       30
<PAGE>


Certificates, the Class M-7 Certificates, the Class M-8 Certificates, the Class
M-9 Certificates, the Class M-10 Certificates, the Class M-11 Certificates, the
Class M-12 Certificates, the Class M-13 Certificates and the Class M-14
Certificates.

                  "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 or second lien on, or first or second 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 among the
Seller, the Originator and the Depositor, regarding the sale of the Mortgage
Loans by the Seller to the Depositor, substantially in the form of Exhibit D
annexed hereto.

                  "Mortgage Loan Schedule": As of any date, the list of Mortgage
Loans included in REMIC I on such date, separately identifying the Group I
Mortgage Loans and the Group II Mortgage Loans, attached hereto as Schedule 1,
as supplemented by each schedule of Subsequent Mortgage Loans. The Mortgage Loan
Schedule shall set forth the following information with respect to each Mortgage
Loan:

                  (i) the Mortgage Loan identifying number;

                  (ii) whether such Mortgage Loan is covered under the PMI
         Policy;

                  (iii) the state and zip code of the Mortgaged Property;


                                       31
<PAGE>


                  (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 (or Subsequent Cut-off Date, with respect to a Subsequent Mortgage
         Loan) based on the original amortization schedule;

                  (viii) the Loan-to-Value Ratio at origination;

                  (ix) the Mortgage Rate in effect immediately following the
         Cut-off Date (or Subsequent Cut-off Date, with respect to a Subsequent
         Mortgage Loan);

                  (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;

                  (xiii) the amount of the Monthly Payment due on the first Due
         Date after the Cut-off Date (or Subsequent Cut-off Date, with respect
         to a Subsequent Mortgage Loan);

                  (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 Stated Principal Balance of the Mortgage Loan as of
         the close of business on the Cut-off Date (or Subsequent Cut-off Date,
         with respect to a Subsequent Mortgage Loan);

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

                  (xviii) a code indicating the purpose of the Mortgage Loan
         (i.e., purchase financing, Rate/Term Refinancing, Cash-Out
         Refinancing);

                  (xix) the Mortgage Rate at origination;


                                       32
<PAGE>


                  (xx) a code indicating the documentation program (i.e., Full
         Documentation, Limited Documentation, Stated Income Documentation);

                  (xxi) the risk grade;

                  (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 (or Subsequent Cut-off Date, with respect
         to a Subsequent Mortgage Loan);

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

                  (xxvi) the program code; and

                  (xxviii) the total amount of points and fees charged such
         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 (or Subsequent Cut-off Date, with respect to a Subsequent Mortgage
Loan): (1) the number of Mortgage Loans; (2) the current Stated 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 Depositor 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 from time to time thereafter, and any REO Properties
acquired in respect thereof and as supplemented by any Subsequent Mortgage Loans
identified on each schedule of Subsequent Mortgage Loans attached to a
Subsequent Transfer Instrument.

                  "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 (or Subsequent Cut-off Date, with respect to a
Subsequent Mortgage Loan) shall be the rate set forth in the Mortgage Loan
Schedule as the Mortgage Rate in effect immediately following the Cut-off Date
(or Subsequent Cut-off Date, with respect to a Subsequent Mortgage Loan) 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


                                       33
<PAGE>


Mortgage Note, of the Index, as published as of a date prior to the Adjustment
Date as set forth in the related Mortgage Note, plus the related Gross Margin;
provided that the Mortgage Rate on such Adjustable-Rate Mortgage Loan on any
Adjustment Date shall never be more than the lesser of (i) the sum of the
Mortgage Rate in effect immediately prior to the Adjustment Date plus the
related Periodic Rate Cap, if any, and (ii) the related Maximum Mortgage Rate,
and shall never be less than the greater of (i) the Mortgage Rate in effect
immediately prior to the Adjustment Date less the Periodic Rate Cap, if any, and
(ii) the related Minimum Mortgage Rate. With respect to each Mortgage Loan that
becomes an 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 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 distributable to the holders of the Class A
Certificates and the Interest Distribution Amount distributable to the holders
of the Mezzanine Certificates and (B) 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 WAC Pass-Through Rate": For any Distribution Date and the
Group I Certificates, a per annum rate equal to the product of (x) the weighted
average of the Expense Adjusted Mortgage Rates of the Group I Mortgage Loans,
weighted based on their Stated Principal Balances as of the first day of the
related Due Period 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. For federal income tax purposes, the economic
equivalent of such rate shall be expressed as the weighted average of the REMIC
II Remittance Rate on REMIC II Regular Interest II-LT1GRP, weighted on the basis
of the Uncertificated Balance of such REMIC II Regular Interest.

                  For any Distribution Date and the Class A-2 Certificates, a
per annum rate equal to the product of (x) the weighted average of the Expense
Adjusted Mortgage Rates of the Group II Mortgage Loans, weighted based on their
Stated Principal Balances as of the first day of the related Due Period 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. For
federal income tax purposes, the economic equivalent of such rate shall be
expressed as the weighted average of the REMIC II Remittance Rate on REMIC II
Regular Interest II-LT2GRP, weighted on the basis of the Uncertificated Balance
of such REMIC II Regular Interest.


                                       34
<PAGE>


                  For any Distribution Date and the Mezzanine Certificates, a
per annum rate equal to the product of (x) the weighted average, weighted on the
basis of the results of subtracting from the aggregate Stated Principal Balance
of the applicable Loan Group the current Certificate Principal Balance of the
related Class A Certificates, of the weighted average of the Expense Adjusted
Net Mortgage Rates of the Group I Mortgage Loans and the Group II Mortgage
Loans, in each case, weighted on the basis of the outstanding Stated Principal
Balances of the related Mortgage Loans as of the first day of the month
preceding the month of such Distribution Date (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) and (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. For federal income tax purposes, the economic
equivalent of such rate shall be expressed as the weighted average of the REMIC
II Remittance Rates on (a) REMIC II Regular Interest II-LT1SUB, subject to a cap
and a floor equal to the Expense Adjusted Mortgage Rates of the Group I Mortgage
Loans and (b) REMIC II Regular Interest II-LT2SUB, subject to a cap and a floor
equal to the Expense Adjusted Mortgage Rates of the Group II Mortgage Loans,
weighted on the basis of the Uncertificated Balance of each such REMIC II
Regular Interest.

                  "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 related Net WAC Pass-Through Rate
for such Distribution Date and (B) the related Net WAC Rate Carryover Amount for
the previous Distribution Date not previously distributed, together with
interest thereon at a rate equal to the related Formula Rate for such Class of
Certificates for such Distribution Date.

                  "Net WAC Rate Carryover Reserve Account": As defined in
Section 3.28.

                  "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.

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


                                       35
<PAGE>


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

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

                  "One-Month LIBOR": With respect to the Class A Certificates,
the Mezzanine Certificates and for purposes of the Marker Rate and Maximum
II-LTZZ Uncertificated Interest Deferral Amount, REMIC II Remittance Rate for
REMIC II Regular Interest II-LTA1A, REMIC II Regular Interest II-LTA1B, REMIC II
Regular Interest II-LTA2, REMIC II Regular Interest II-LTM1, REMIC II Regular
Interest II-LTM2, REMIC II Regular Interest II-LTM3, REMIC II Regular Interest
II-LTM4, REMIC II Regular Interest II-LTM5, REMIC II Regular Interest II-LTM6,
REMIC II Regular Interest II-LTM7, REMIC II Regular Interest II-LTM8, REMIC II
Regular Interest II-LTM9, REMIC II Regular Interest II-LTM10, REMIC II Regular
Interest II-LTM11, REMIC II Regular Interest II-LTM12, REMIC II Regular Interest
II-LTM13 and REMIC II Regular Interest II-LTM14 and any Interest Accrual Period
therefor, the rate determined by the Trustee 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 Trustee 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 Trustee shall select an alternative comparable index (over which the
Trustee has no control), used for determining one-month Eurodollar lending rates
that is calculated and published (or otherwise made available) by an independent
party.

                  "Opinion of Counsel": A written opinion of counsel, who may,
without limitation, be salaried counsel for the Depositor or the Servicer,
acceptable to the Trustee, if such opinion is delivered to the Trustee, 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.


                                       36
<PAGE>


                  "Original Group I Pre-Funded Amount": The amount deposited by
the Depositor in the Group I Pre-Funding Account on the Closing Date, which
amount is $435,864,561.54.

                  "Original Group II Pre-Funded Amount": The amount deposited by
the Depositor in the Group II Pre-Funding Account on the Closing Date, which
amount is $120,027,241.57.

                  "Original Pre-Funded Amounts": The Original Group I Pre-Funded
Amount and the Original Group II Pre-Funded Amount.

                  "Originator": Option One Mortgage Corporation, or its
successor in interest.

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

                  Overcollateralization Increase Amount": With respect to any
Distribution Date, the lesser of (a) the Overcollateralization Deficiency Amount
as of such Distribution Date (calculated for this purpose only after assuming
that 100% of the Principal Remittance Amount on such Distribution Date has been
distributed) and (b) the amount of Accrued Certificate Interest payable on the
Class CE Certificates on such Distribution Date as reduced by Realized Losses
allocated thereto with respect to such Distribution Date pursuant to Section
4.04.

                  "Overcollateralization Target Amount": With respect to any
Distribution Date, an amount equal to 0.50% of the sum of (i) the aggregate
outstanding Stated Principal Balance of the Mortgage Loans as of the Cut-off
Date and (ii) the Original Pre-Funded Amounts.

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

                  "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 related Net WAC Pass-Through Rate for such Distribution Date. With
respect to the Class CE Interest and any Distribution Date, a rate


                                       37
<PAGE>


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 (T)
below, and the denominator of which is the Uncertificated Balance of the REMIC
II 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:

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

                  (B) the REMIC II Remittance Rate for REMIC II Regular Interest
         II-LTA1A minus the Marker Rate, applied to an amount equal to the
         Uncertificated Balance of REMIC II Regular Interest II-LTA1A;

                  (C) the REMIC II Remittance Rate for REMIC II Regular Interest
         II-LTA1B minus the Marker Rate, applied to an amount equal to the
         Uncertificated Balance of REMIC II Regular Interest II-LTA1B;

                  (D) the REMIC II Remittance Rate for REMIC II Regular Interest
         II-LTA2 minus the Marker Rate, applied to an amount equal to the
         Uncertificated Balance of REMIC II Regular Interest II-LTA2;

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

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

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

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

                  (I) the REMIC II Remittance Rate for REMIC II Regular Interest
         II-LTM5 minus the Marker Rate, applied to an amount equal to the
         Uncertificated Balance of REMIC II Regular Interest II-LTM5;

                  (J) the REMIC II Remittance Rate for REMIC II Regular Interest
         II-LTM6 minus the Marker Rate, applied to an amount equal to the
         Uncertificated Balance of REMIC II Regular Interest II-LTM6;


                                       38
<PAGE>


                  (K) the REMIC II Remittance Rate for REMIC II Regular Interest
         II-LTM7 minus the Marker Rate, applied to an amount equal to the
         Uncertificated Balance of REMIC II Regular Interest II-LTM7;

                  (L) the REMIC II Remittance Rate for REMIC II Regular Interest
         II-LTM8 minus the Marker Rate, applied to an amount equal to the
         Uncertificated Balance of REMIC II Regular Interest II-LTM8;

                  (M) the REMIC II Remittance Rate for REMIC II Regular Interest
         II-LTM9 minus the Marker Rate, applied to an amount equal to the
         Uncertificated Balance of REMIC II Regular Interest II-LTM9;

                  (N) the REMIC II Remittance Rate for REMIC II Regular Interest
         II-LTM10 minus the Marker Rate, applied to an amount equal to the
         Uncertificated Balance of REMIC II Regular Interest II-LTM10;

                  (O) the REMIC II Remittance Rate for REMIC II Regular Interest
         II-LTM11 minus the Marker Rate, applied to an amount equal to the
         Uncertificated Balance of REMIC II Regular Interest II-LTM11;

                  (P) the REMIC II Remittance Rate for REMIC II Regular Interest
         II-LTM12 minus the Marker Rate, applied to an amount equal to the
         Uncertificated Balance of REMIC II Regular Interest II-LTM12;

                  (Q) the REMIC II Remittance Rate for REMIC II Regular Interest
         II-LTM13 minus the Marker Rate, applied to an amount equal to the
         Uncertificated Balance of REMIC II Regular Interest II-LTM13;

                  (R) the REMIC II Remittance Rate for REMIC II Regular Interest
         II-LTM14 minus the Marker Rate, applied to an amount equal to the
         Uncertificated Balance of REMIC II Regular Interest II-LTM14;

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

                  (T) 100% of the interest on REMIC II Regular Interest II-LTP.

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

                  "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


                                       39
<PAGE>


minimum Percentage Interests corresponding to minimum initial Certificate
Principal Balances of $25,000 and integral multiples of $1.00 in excess thereof.
The Class P Certificates are issuable only in Percentage Interests corresponding
to initial Certificate Principal Balances of $20 and integral multiples thereof.
The Class CE Certificates are issuable only in minimum Percentage Interests
corresponding to minimum initial Certificate Principal Balances of $100,000 and
integral multiples of $1.00 in excess thereof; provided, however, that a single
Certificate of each such Class of Certificates may be issued having a Percentage
Interest corresponding to the remainder of the aggregate initial Certificate
Principal Balance or Notional Amount of such Class or to an otherwise authorized
denomination for such Class plus such remainder. With respect to any Residual
Certificate, the undivided percentage ownership in such Class evidenced by such
Certificate, as set forth on the face of such Certificate. The Residual
Certificates are issuable in Percentage Interests of 20% and multiples thereof.

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

                  "Permitted Investments": Any one or more of the following
obligations or securities acquired at a purchase price of not greater than par,
regardless of whether issued or managed by the Depositor, the Servicer, 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;


                                       40
<PAGE>


                  (vi) units of money market funds, including those managed or
         advised by the Trustee 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 Trustee, any
         other demand, money market or time deposit, or any other obligation,
         security or investment, as may be acceptable to the Rating Agencies as
         a permitted investment of funds backing securities having ratings
         equivalent to its highest initial rating of the Class A Certificates;

provided, however, that no instrument described hereunder shall evidence either
the right to receive (a) only interest with respect to the obligations
underlying such instrument or (b) both principal and interest payments derived
from obligations underlying such instrument and the interest and principal
payments with respect to such instrument provide a yield to maturity at par
greater than 120% of the yield to maturity at par of the underlying obligations.

                  "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.

                  "PMI Insurer": Radian Guaranty Inc., a Pennsylvania
corporation, or its successors in interest.

                  "PMI Insurer Fee": The amount payable to the PMI Insurer on
each Distribution Date, which amount shall equal one twelfth of the product of
(i) the PMI Insurer Fee Rate, multiplied by (ii) the aggregate Principal Balance
of the PMI Mortgage Loans and any related REO Properties as of the first day of
the related Due Period (after giving effect to scheduled payments of principal
due during the Due Period relating to the previous Distribution Date, to the
extent received or advanced) plus any applicable premium taxes on PMI Mortgage
Loans located in West Virginia and Kentucky.

                  "PMI Insurer Fee Rate": 1.33% per annum.

                  "PMI Mortgage Loans": The list of Mortgage Loans insured by
the PMI Insurer attached hereto as Schedule II.

                  "PMI Policy": The Primary Mortgage Insurance Policy No. 68089
(policy reference number: 04-998057) with respect to the PMI Mortgage Loans,
including all


                                       41
<PAGE>


endorsements thereto dated the Closing Date, issued by the PMI Insurer and the
Commitment Letter, dated September 2, 2004, between the PMI Insurer and the
Seller.

                  "Pre-Funding Accounts": The Group I Pre-Funding Account and
the Group II Pre-funding account.

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

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

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

                  (i) the Mortgage Loan identifying number;

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

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

                  (iv) the term of the related Prepayment Charge;

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

                  (vi) the Stated Principal Balance of the related Mortgage Loan
         as of the Cut-off Date (or Subsequent Cut-off Date, with respect to a
         Subsequent Mortgage Loan).

                  "Prepayment Interest Excess": 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 and the Determination Date 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 date on which such
prepayment is so applied.

                  "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 date on which
the prepayment is applied and ending on the last day of the calendar month
preceding the month in which such Distribution


                                       42
<PAGE>


Date occurs. The obligations of the Master 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 day after the Determination Date in the calendar
month preceding the calendar month in which such Distribution Date occurs (or,
in the case of the first Distribution Date, commencing on September 1, 2004) and
ending on the Determination Date of the calendar month in which such
Distribution Date occurs.

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

                  "Principal Remittance Amount": With respect to any
Distribution Date, the sum of the Group I Principal Remittance Amount and the
Group II Principal Remittance Amount.

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

                  "Prospectus Supplement": The Prospectus Supplement, dated
August 30, 2004, relating to the public offering of the Class A Certificates and
the Mezzanine Certificates (other than the Class M-14 Certificates).

                  "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 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
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


                                       43
<PAGE>


(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 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 Stated
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 at least equal to the risk
grading assigned on the Deleted Mortgage Loan, (xi) conform to each
representation and warranty set forth in Section 6 of the Mortgage Loan Purchase
Agreement applicable to the Deleted Mortgage Loan and (xii) be covered by the
PMI Policy if the Deleted Mortgage Loan was covered by the PMI Policy. 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 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


                                       44
<PAGE>


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,
notice of which designation shall be given to the Trustee and the Servicer.

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


                                       45
<PAGE>


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.

                  If the Servicer receives Subsequent Recoveries with respect to
any Mortgage Loan, the amount of the Realized Loss with respect to that Mortgage
Loan will be reduced to the extent such recoveries are applied to principal
distributions on any Distribution Date.

                  "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, 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 Trustee
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.

                  "Relief Act": The Servicemembers Civil Relief Act.


                                       46
<PAGE>


                  "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 the primary trust created hereby and to be administered hereunder,
with respect to which a REMIC election is to be made, consisting of: (i) such
Mortgage Loans and Prepayment Charges related thereto as from time to time are
subject to this Agreement, together with the Mortgage Files relating thereto,
and together with all collections thereon and proceeds thereof; (ii) any REO
Property, together with all collections thereon and proceeds thereof; (iii) the
Trustee's rights with respect to the Mortgage Loans under all insurance
policies, including the PMI Policy, required to be maintained pursuant to this
Agreement and any proceeds thereof; (iv) the Depositor's rights under the
Mortgage Loan Purchase Agreement (including any security interest created
thereby); and (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) and
any REO Account, and such assets that are deposited therein from time to time
and any investments thereof, together with any and all income, proceeds and
payments with respect thereto. Notwithstanding the foregoing, however, REMIC I
specifically excludes all payments and other collections of principal and
interest due on the Mortgage Loans on or before the Cut-off Date, all Prepayment
Charges payable in connection with Principal Prepayments on the Mortgage Loans
made before the Cut-off Date, the Pre-Funding Accounts, any Subsequent Mortgage
Loan Interest, the Net WAC Rate Carryover Reserve Account and the Cap Contracts.

                  "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 Remittance Rate": With respect to REMIC I Regular
Interest I-LT1 and REMIC I Regular Interest I-LTP, and (i) the first
Distribution Date, the weighted average of the Expense Adjusted Mortgage Rates
of the Initial Group I Mortgage Loans and (ii) thereafter, the weighted average
of the Expense Adjusted Mortgage Rates of the Group I Mortgage Loans. With
respect to REMIC I Regular Interest I-LT2, and (i) the first Distribution Date,
the weighted average of the Expense Adjusted Mortgage Rates of the Initial Group
II Mortgage Loans and (ii) thereafter, the weighted average of the Expense
Adjusted Mortgage Rates of the Group II Mortgage Loans. With respect to REMIC I
Regular Interest I-LT1PF and (i) the first Distribution Date, 0.00% and (ii)
thereafter, the weighted average of the Expense Adjusted Mortgage Rates of the
Group I Mortgage Loans. With respect to REMIC I Regular Interest I


                                       47
<PAGE>


-LT2PF and (i) the first Distribution Date, 0.00% and (ii) thereafter, the
weighted average of the Expense Adjusted Mortgage Rates of the Group II Mortgage
Loans.

                  "REMIC II": The segregated pool of assets consisting of all of
the REMIC I Regular Interests and conveyed in trust to the Trustee, for the
benefit of REMIC II, as holder of the REMIC II Regular Interests, and the Class
R Certificateholders, as Holders of the Class R-II Interest, pursuant to Article
II hereunder, and all amounts deposited therein, with respect to which a
separate REMIC election is to be made.

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

                  "REMIC II Marker Allocation Percentage": 50% of any amount
payable or loss attributable from the Mortgage Loans, which shall be allocated
to REMIC II Regular Interest II-LTAA, REMIC II Regular Interest II-LTA1A, REMIC
II Regular Interest II-LTA1B, REMIC II Regular Interest II-LTA2, REMIC II
Regular Interest II-LTM1, REMIC II Regular Interest II-LTM2, REMIC II Regular
Interest II-LTM3, REMIC II Regular Interest II-LTM4, REMIC II Regular Interest
II-LTM5, REMIC II Regular Interest II-LTM6, REMIC II Regular Interest II-LTM7,
REMIC II Regular Interest II-LTM8, REMIC II Regular Interest II-LTM9, REMIC II
Regular Interest II-LTM10, REMIC II Regular Interest II-LTM11, REMIC II Regular
Interest II-LTM12, REMIC II Regular Interest II-LTM13, REMIC II Regular Interest
II-LTM14, REMIC II Regular Interest II-LTZZ and REMIC II Regular Interest
II-LTP.

                  "REMIC II Overcollateralized Amount": With respect to any date
of determination, (i) 1% of the aggregate Uncertificated Balance of the REMIC II
Regular Interests minus (ii) the aggregate Uncertificated Balance of REMIC II
Remittance Rate for REMIC II Regular Interest II-LTA1A, REMIC II Regular
Interest II-LTA1B, REMIC II Regular Interest II-LTA2, REMIC II Regular Interest
II-LTM1, REMIC II Regular Interest II-LTM2, REMIC II Regular Interest II-LTM3,
REMIC II Regular Interest II-LTM4, REMIC II Regular Interest II-LTM5, REMIC II
Regular Interest II-LTM6, REMIC II Regular Interest II-LTM7, REMIC II Regular
Interest II-LTM8, REMIC II Regular Interest II-LTM9, REMIC II Regular Interest
II-LTM10, REMIC II Regular Interest II-LTM11, REMIC II Regular Interest
II-LTM12, REMIC II Regular Interest II-LTM13, REMIC II Regular Interest II-LTM14
and REMIC II Regular Interest II-LTP, in each case as of such date of
determination.

                  "REMIC II Principal Loss Allocation Amount": With respect to
any Distribution Date, an amount equal to the product of (i) the aggregate
Stated Principal Balance of the Mortgage Loans and REO Properties then
outstanding and the amounts on deposit in the Pre-Funding Accounts (exclusive of
any investment income therein) and (ii) 1 minus a fraction, the numerator of
which is two times the aggregate Uncertificated Balance of REMIC II Regular
Interest II-LTA1A, REMIC II Regular Interest II-LTA1B, REMIC II Regular Interest
II-LTA2, REMIC II Regular Interest II-LTM1, REMIC II Regular Interest II-LTM2,
REMIC II Regular


                                       48
<PAGE>


Interest II-LTM3, REMIC II Regular Interest II-LTM4, REMIC II Regular Interest
II-LTM5, REMIC II Regular Interest II-LTM6, REMIC II Regular Interest II-LTM7,
REMIC II Regular Interest II-LTM8, REMIC II Regular Interest II-LTM9, REMIC II
Regular Interest II-LTM10, REMIC II Regular Interest II-LTM11, REMIC II Regular
Interest II-LTM12, REMIC II Regular Interest II-LTM13 and REMIC II Regular
Interest II-LTM14 and the denominator of which is the aggregate Uncertificated
Balance of REMIC II Regular Interest II-LTA1A, REMIC II Regular Interest
II-LTA1B, REMIC II Regular Interest II-LTA2, REMIC II Regular Interest II-LTM1,
REMIC II Regular Interest II-LTM2, REMIC II Regular Interest II-LTM3, REMIC II
Regular Interest II-LTM4, REMIC II Regular Interest II-LTM5, REMIC II Regular
Interest II-LTM6, REMIC II Regular Interest II-LTM7, REMIC II Regular Interest
II-LTM8, REMIC II Regular Interest II-LTM9, REMIC II Regular Interest II-LTM10,
REMIC II Regular Interest II-LTM11, REMIC II Regular Interest II-LTM12, REMIC II
Regular Interest II-LTM13, REMIC II Regular Interest II-LTM14 and REMIC II
Regular Interest II-LTZZ.

                  "REMIC II Regular Interest": Any of the separate
non-certificated beneficial ownership interests in REMIC II issued hereunder and
designated as a "regular interest" in REMIC II. Each REMIC II Regular Interest
shall accrue interest at the related REMIC II 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 II Regular Interests are set forth in the Preliminary
Statement hereto.

                  "REMIC II Remittance Rate": With respect to any Distribution
Date and REMIC II Regular Interest II-LTAA, REMIC II Regular Interest II-LTA1A,
REMIC II Regular Interest II-LTA1B, REMIC II Regular Interest II-LTA2, REMIC II
Regular Interest II-LTM1, REMIC II Regular Interest II-LTM2, REMIC II Regular
Interest II-LTM3, REMIC II Regular Interest II-LTM4, REMIC II Regular Interest
II-LTM5, REMIC II Regular Interest II-LTM6, REMIC II Regular Interest II-LTM7,
REMIC II Regular Interest II-LTM8, REMIC II Regular Interest II-LTM9, REMIC II
Regular Interest II-LTM10, REMIC II Regular Interest II-LTM11, REMIC II Regular
Interest II-LTM12, REMIC II Regular Interest II-LTM13, REMIC II Regular Interest
II-LTM14, REMIC II Regular Interest II-LTZZ, REMIC II Regular Interest II-LTP,
REMIC II Regular Interest II-LT1SUB, REMIC II Regular Interest II-LT2SUB and
REMIC II Regular Interest II-LTXX, the weighted average of the REMIC I
Remittance Rate on the REMIC I Regular Interests, weighted on the basis of the
Uncertificated Balance of each such REMIC I Regular Interest. With respect to
REMIC II Regular Interest II-LT1GRP, the weighted average of the REMIC I
Remittance Rates on REMIC I Regular Interest I-LT1, REMIC I Regular Interest
I-LT1PF and REMIC I Regular Interest I-LT1P, weighted on the basis of the
Uncertificated Balance of each such REMIC I Regular Interest and with respect
REMIC II Regular Interest II-LT2GRP, the weighted average of the REMIC I
Remittance Rates on REMIC I Regular Interest I-LT2 and REMIC I Regular Interest
I-LT2PF, weighted on the basis of the Uncertificated Balance of each such REMIC
I Regular Interest.

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


                                       49
<PAGE>


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

                  "REMIC II Sub WAC Allocation Percentage": 50% of any amount
payable from or loss attributable to the Mortgage Loans, which shall be
allocated to REMIC II Regular Interest II-LT1SUB, REMIC II Regular Interest
II-LT1GRP, REMIC II Regular Interest II-LT2SUB, REMIC II Regular Interest
II-LT2GRP and REMIC II Regular Interest II-LTXX.

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

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

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

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

                  "Remittance Report": A report in form and substance mutually
acceptable to the Servicer and the Trustee 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 Trustee 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."


                                       50
<PAGE>


                  "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 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 annum that the Trustee 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 Trustee 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 Trustee can determine no
such arithmetic mean, the lowest one-month U.S. dollar lending rate which New
York City banks selected by the Trustee 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) a
manufactured home, (v) an attached, detached or semi-detached one-family
dwelling in a planned unit development, none of which is a co-operative or
mobile 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,
the Chairman or Vice Chairman of the Board of Directors or Trustees, the
Chairman or Vice Chairman of the Executive or Standing Committee of the Board of
Directors or Trustees, the President, the Chairman of the Committee on Trust
Matters, any vice president, any assistant vice president, the Secretary, any
assistant secretary, the Treasurer, any assistant treasurer, the Cashier, any
assistant cashier, any trust officer or assistant trust officer, the Controller
and any assistant controller or any other officer of the Trustee, customarily
performing functions similar to those


                                       51
<PAGE>


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.

                  "Senior Principal Distribution Amount": With respect to any
Distribution Date, an amount equal to the excess of (i) the aggregate
Certificate Principal Balance of the Class A Certificates immediately prior to
the related Distribution Date over (ii) the lesser of (A) the product of (i)
approximately 67.00% and (ii) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period) and (B) the aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due Period
(after giving effect to scheduled payments of principal due during the related
Due Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) minus $8,194,595. Any
distribution of the Group I Senior Principal Distribution Amount or the Group II
Senior Principal Distribution Amount to the Holders of the related Class of
Class A Certificates will be deemed to also be a distribution in respect of the
Senior Principal Distribution Amount but in no event will the Senior Principal
Distribution Amount be less than the sum of the Group I Senior Principal
Distribution Amount and the Group II Senior Principal Distribution Amount.

                  "Servicer": Option One Mortgage Corporation or any successor
servicer appointed as herein provided, in its capacity as Servicer hereunder.

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

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

                  "Servicer Remittance Date": With respect to any Distribution
Date, by 1:00 p.m. New York time on the Business Day preceding the related
Distribution Date.

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


                                       52
<PAGE>


                  "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,
inspection, 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, (iii) the management (including
reasonable fees in connection therewith) and liquidation of any REO Property and
(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": 0.30% per annum for the first 10 Due
Periods, 0.40% per annum for the 11th through 30th Due Periods and 0.65% per
annum for all Due Periods thereafter.

                  "Servicing Officer": Any authorized representative 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 and the Depositor on the
Closing Date, as such list may from time to time be amended.

                  "Servicing Standard": Shall mean the standards set forth in
Section 3.01.

                  "Servicing Transfer Costs": Shall mean all reasonable costs
and expenses incurred by the Trustee 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 to correct any errors or insufficiencies
in the servicing data or otherwise to enable the Trustee (or any successor
servicer appointed pursuant to Section 7.02) to service the Mortgage Loans
properly and effectively.

                  "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 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.


                                       53
<PAGE>


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

                  "Stepdown Date": The earlier to occur of (i) the Distribution
Date on which the aggregate Certificate Principal Balance of the Class A
Certificates has been reduced to zero and (ii) the later to occur of (a) the
Distribution Date occurring in October 2007 and (b) the first Distribution Date
on which the Credit Enhancement Percentage (calculated for this purpose only
prior to any distribution of the Group I Principal Distribution Amount and the
Group II Principal Distribution Amount to the Certificates then entitled to
distributions of principal on such Distribution Date) is equal to or greater
than approximately 33.00%.

                  "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.

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

                  "Subsequent Cut-off Date": With respect to those Subsequent
Mortgage Loans sold to the Trust Fund pursuant to a Subsequent Transfer
Instrument, the later of (i) first day of


                                       54
<PAGE>


the month in which the related Subsequent Transfer Date occurs or (ii) the date
of origination of such Mortgage Loan.

                  "Subsequent Group I Mortgage Loan": A Subsequent Mortgage Loan
to be included in Loan Group I.

                  "Subsequent Group II Mortgage Loan": A Subsequent Mortgage
Loan to be included in Loan Group II.

                  "Subsequent Mortgage Loan": A Mortgage Loan sold by the
Depositor to the Trust Fund pursuant to Section 2.07, such Mortgage Loan being
identified on the Mortgage Loan Schedule attached to a Subsequent Transfer
Instrument.

                  "Subsequent Mortgage Loan Interest": Any amount constituting a
monthly payment of interest received or advanced at the Net Mortgage Rate (less
the Trustee Fee Rate) with respect to (i) a Subsequent Group I Mortgage Loan
during the Due Period relating to the first Distribution Date in excess of 0.00%
per annum and (ii) a Subsequent Group II Mortgage Loan during the Due Period
relating to the first Distribution Date in excess of 0.00% per annum. The
Subsequent Mortgage Loan Interest shall be distributable to the Class CE
Certificates. The Subsequent Mortgage Loan Interest shall not be an asset of any
REMIC.

                  "Subsequent Mortgage Loan Purchase Agreement": The agreement
among the Depositor the Seller and the Originator, regarding the transfer of the
Subsequent Mortgage Loans by the Seller to the Depositor.

                  "Subsequent Recoveries": As of any Distribution Date, amounts
received by the Servicer (net of any related expenses permitted to be reimbursed
pursuant to Section 3.11) specifically related to a Mortgage Loan that was the
subject of a liquidation or an REO Disposition prior to the related Prepayment
Period that resulted in a Realized Loss.

                  "Subsequent Transfer Date": With respect to each Subsequent
Transfer Instrument, the date on which the related Subsequent Mortgage Loans are
sold to the Trust Fund.

                  "Subsequent Transfer Instrument": Each Subsequent Transfer
Instrument, dated as of a Subsequent Transfer Date, executed by the Trustee and
the Depositor substantially in the form attached hereto as Exhibit M, by which
Subsequent Mortgage Loans are transferred to the Trust Fund.

                  "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


                                       55
<PAGE>


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 45.00% of the then
current Credit Enhancement Percentage (calculated for this purpose only without
taking into account the aggregate Certificate Principal Balance of the Class M-1
and Class M-2 Certificates); or

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

                   DISTRIBUTION DATE OCCURRING IN             PERCENTAGE
               -----------------------------------            -----------
               October 2007 through September 2008               2.25%
               October 2008 through September 2009               3.00%
               October 2009 through September 2010               3.50%
               October 2010 and thereafter                       3.75%

                  "Trust Fund": Collectively, all of the assets of each Trust
REMIC, the Pre-Funding Accounts, 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, REMIC IV
and REMIC V.


                                       56
<PAGE>


                  "Trustee": Wells Fargo Bank, N.A., a national banking
association, or its successor in interest, or any successor trustee appointed as
herein provided.

                  "Trustee Fee": The amount payable to the Trustee on each
Distribution Date pursuant to Section 8.05 as compensation for all services
rendered by it in the execution of the trust hereby created and in the exercise
and performance of any of the powers and duties of the Trustee hereunder, which
amount shall equal the product of (x) one-twelfth of the Trustee Fee Rate and
(y) the sum of (i) the aggregate Stated Principal Balance of the Mortgage Loans
and (ii) any amounts in the Pre-Funding Accounts, as of the last 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.

                  "Trustee Fee Rate": 0.0030% per annum.

                  "Uncertificated Balance": The amount of any REMIC Regular
Interest outstanding as of any date of determination. As of the Closing Date,
the Uncertificated Balance of each REMIC Regular Interest shall equal the amount
set forth in the Preliminary Statement hereto as its initial uncertificated
balance. On each Distribution Date, the Uncertificated Balance of each REMIC
Regular Interest shall be reduced by all distributions of principal made on such
REMIC Regular Interest on such Distribution Date pursuant to Section 4.01 and,
if and to the extent necessary and appropriate, shall be further reduced on such
Distribution Date by Realized Losses as provided in Section 4.04. The
Uncertificated Balance of REMIC II Regular Interest II-LTZZ shall be increased
by interest deferrals as provided in Section 4.01). The Uncertificated Balance
of each REMIC Regular Interest shall never be less than zero.

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

                  "Underwriters' Exemption": An individual exemption issued by
the United States Department of Labor, Prohibited Transaction Exemption 91-23
(56 Fed. Reg. 15936, April 19, 1991), as amended, to Citigroup Global Markets
Inc. (formerly known as Salomon Smith Barney Inc.), for specific offerings in
which Citigroup Global Markets Inc. or any person directly or indirectly,
through one or more intermediaries, controlling, controlled by or under common
control with Citigroup Global Markets Inc. is an underwriter, placement agent or
a manager or co-manager of the underwriting syndicate or selling group where the
trust and the offered


                                       57
<PAGE>


certificates meet specified conditions. The Underwriters' Exemption, as amended,
provides a partial exemption for transactions involving certificates
representing a beneficial interest in a trust and entitling the holder to
pass-through payments of principal, interest and/or other payments with respect
to the trust's assets.

                  "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 Residual Certificates, no partnership or other entity treated as
a partnership for United States federal income tax purposes shall be treated as
a United States Person unless all persons that own an interest in such
partnership either directly or through any entity that is not a corporation for
United States federal income tax purposes are required by the applicable
operative agreement to be United States Persons, or an estate 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 Mortgage Loan, and the related
Mortgaged Property, the lesser of:

         (i)      the lesser of (a) the value thereof as determined by an
                  appraisal made for the originator of the Mortgage Loan at the
                  time of origination of the Mortgage Loan by an appraiser who
                  met the minimum requirements of Fannie Mae and Freddie Mac,
                  and (b) the value thereof as determined by a review appraisal
                  conducted by the Originator in the event any such review
                  appraisal determines an appraised value more than 10% lower
                  than the value thereof, in the case of a Mortgaged Loan with a
                  Loan-to-Value Ratio less than or equal to 80%, or more than 5%
                  lower than the value thereof, in the case of a Mortgage Loan
                  with a Loan-to-Value Ratio greater than 80%, as determined by
                  the appraisal referred to in clause (i)(a) above; and

         (ii)     the purchase price paid for the related Mortgaged Property by
                  the Mortgagor with the proceeds of the Mortgage Loan;
                  provided, however, that in the case of a refinanced Mortgage
                  Loan (which is a Mortgage Loan the proceeds of which were not
                  used to purchase the related Mortgaged Property) or a Mortgage
                  Loan originated in connection with a "lease option purchase"
                  if the "lease option


                                       58
<PAGE>


                  purchase price" was set 12 months or more prior to
                  origination, such value of the Mortgaged Property is based
                  solely upon clause (i) above.

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

                  SECTION 1.02. Allocation of Certain Interest Shortfalls.

                  For purposes of calculating the 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 Certificates 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 Certificates based on, and to the extent of, one month's interest at the then
applicable Pass-Through Rate on the Notional Amount of the Class CE Certificates
and, thereafter, among the Class A Certificates and the Mezzanine Certificates
on a PRO RATA basis based on, and to the extent of, one month's interest at the
then applicable respective Pass-Through Rate on the respective Certificate
Principal Balance of each such Certificate and (2) the aggregate amount of any
Realized Losses incurred for any Distribution Date shall be allocated to the
Class CE Certificates based on, and to the extent of, one month's interest at
the then applicable Pass-Through Rate on the Notional Amount of the Class CE
Certificates.

                  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 (i) with respect to the Group I Mortgage
Loans, to REMIC I Regular Interest I-LT1 and REMIC I Regular Interest I-LT1PF,
in each case to the extent of one month's interest at the then applicable
respective REMIC I Remittance Rate on the respective Uncertificated Balance of
each such REMIC I Regular Interest; provided, however, with respect to the first
Distribution Date, such amounts relating to the Initial Group I Mortgage Loans
shall be allocated to REMIC I Regular Interest I-LT1 and such amounts relating
to the Subsequent Group I Mortgage Loans shall be allocated to REMIC I Regular
Interest I-LT1PF and (ii) with respect to the Group II Mortgage Loans, to REMIC
I Regular Interest I-LT2 and REMIC I Regular Interest I-LT2PF, in each case to
the extent of one month's interest at the then applicable respective REMIC I
Remittance Rate on the respective Uncertificated Balance of each such REMIC I
Regular Interest; provided, however, with respect to the first Distribution
Date, such amounts relating to the Initial Group II Mortgage Loans shall be
allocated to REMIC I Regular


                                       59
<PAGE>


Interest I-LT2 and such amounts relating to the Subsequent Group II Mortgage
Loans shall be allocated to REMIC I Regular Interest I-LT2PF.

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

                  (A) The REMIC II Marker Allocation Percentage of the aggregate
amount of any Prepayment Interest Shortfalls (to the extent not covered by
payments by the Servicer pursuant to Section 3.24) and any Relief Act Interest
Shortfalls incurred in respect of the Mortgage Loans for any Distribution Date
shall be allocated among REMIC II Regular Interest II-LTAA, REMIC II Regular
Interest II-LTA1A, REMIC II Regular Interest II-LTA1B, REMIC II Regular Interest
II-LTA2, REMIC II Regular Interest II-LTM1, REMIC II Regular Interest II-LTM2,
REMIC II Regular Interest II-LTM3, REMIC II Regular Interest II-LTM4, REMIC II
Regular Interest II-LTM5, REMIC II Regular Interest II-LTM6, REMIC II Regular
Interest II-LTM7, REMIC II Regular Interest II-LTM8, REMIC II Regular Interest
II-LTM9, REMIC II Regular Interest II-LTM10, REMIC II Regular Interest II-LTM11,
REMIC II Regular Interest II-LTM12, REMIC II Regular Interest II-LTM13, REMIC II
Regular Interest II-LTM14 and REMIC II Regular Interest II-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 II
Regular Interest; and

                  (B) The REMIC II Sub WAC Allocation Percentage of the
aggregate amount of any Prepayment Interest Shortfalls (to the extent not
covered by payments by the Servicer pursuant to Section 3.24) and the REMIC II
Sub WAC Allocation Percentage of the aggregate amount of 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 II Regular
Interest II-LT1SUB, REMIC II Regular Interest II-LT1GRP, REMIC II Regular
Interest II-LT2SUB, REMIC II Regular Interest II-LT2GRP and REMIC II Regular
Interest II-LTXX, 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 Uncertificated Balance of each such REMIC II Regular Interest.


                                       60
<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, 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, and all other assets included or to be
included in REMIC I. Such assignment includes all interest and principal
received by the Depositor or the Master Servicer on or with respect to the
Mortgage Loans (other than payments of principal and interest due on such
Mortgage Loans on or before the Cut-off Date). The Depositor herewith delivers
to the Trustee an executed original Mortgage Loan Purchase Agreement.

                  In connection with such transfer and assignment, the Depositor
does hereby deliver to, and deposit with, the Trustee the following documents or
instruments with respect to each Mortgage Loan so transferred and assigned and
shall, in accordance with Section 2.07, deliver or cause to be delivered to the
Trustee with respect to each Subsequent Mortgage Loan, the following documents
or instruments (a "Mortgage File"):

                  (i) the original Mortgage Note, endorsed in blank or in the
         following form: "Pay to the order of Wells Fargo Bank, N.A., 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 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) 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 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 priority of the Mortgage as a
         first or second lien on the Mortgaged Property represented therein as a
         fee interest vested in the Mortgagor, or in the event such original
         title policy


                                       61
<PAGE>


         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 approximately 2.00% of the
Initial Mortgage Loans, by outstanding Stated Principal Balance of the Initial
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
Trustee of a photocopy of such Mortgage Note, if available, with a lost note
affidavit substantially in the form of Exhibit H attached hereto. If any of the
original Mortgage Notes for which a lost note affidavit was delivered to the
Trustee is subsequently located, such original Mortgage Note shall be delivered
to the Trustee within three Business Days.

                  The Depositor shall (at the expense of the Originator)
promptly (within sixty Business Days following the later of the Closing Date and
the date of receipt by 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 no expense to the Trust Fund, the
Trustee 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 in
connection therewith, the Depositor shall (at the expense of the Originator)
cause each original Assignment to be executed in the following form: "Wells
Fargo Bank, N.A., as Trustee under the applicable agreement." In the event that
any such Assignment is lost or returned unrecorded because of a defect therein,
the Depositor shall (at the expense of the Originator) 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.

                  The Depositor herewith delivers to the Trustee an executed
copy of the Mortgage Loan Purchase Agreement and the PMI Policy.

                  Notwithstanding the foregoing, the Assignments of Mortgage
shall not be required to be submitted for recording (except with respect to any
Mortgage Loan located in Maryland) unless the Depositor is informed by the
Rating Agencies that such failure to record would result in a withdrawal or a
downgrading by any Rating Agency of the rating on any Class of Certificates;
provided, however, each Assignment shall be submitted in the manner described
above, at no expense to the Trust Fund or the Trustee, upon the earliest to
occur of: (i) reasonable direction by the Holders of Certificates entitled to at
least 25% of the Voting Rights, (ii) the occurrence of a Servicer Event of
Default, (iii) the occurrence of a bankruptcy, insolvency or foreclosure
relating to the Originator, (iv) the occurrence of a servicing transfer as
described in Section 7.02 hereof, (v) upon receipt of notice from the Servicer,
the occurrence of a bankruptcy, insolvency or foreclosure relating to the
Mortgagor under the related Mortgage and (vi) upon receipt of notice from the
Servicer, any Mortgage Loan that is 90 days or more delinquent. Upon the
occurrence of one of the events set forth in the immediately preceding sentence,
the Depositor shall (at the expense of the Originator) deliver such Assignments
for recording as provided above, promptly and in any event within 30 days
following receipt of notice by the Servicer.


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<PAGE>


                  If any of the documents referred to in Sections 2.01(ii),
(iii) or (iv) above has, as of the Closing Date (or Subsequent Transfer Date,
with respect to Subsequent Mortgage Loans), been submitted for recording but
either (x) has not been returned from the applicable public recording office or
(y) has been lost or such public recording office has retained the original of
such document, the obligations of the Depositor to deliver such documents shall
be deemed to be satisfied upon (1) delivery to the Trustee of a copy of each
such document certified by the Originator in the case of (x) above or the
applicable public recording office in the case of (y) above to be a true and
complete copy of the original that was submitted for recording and (2) if such
copy is certified by the Originator, delivery to the 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. Pursuant to the Mortgage Loan Purchase Agreement, notice shall be
provided to the Trustee and the Rating Agencies by the Originator if delivery
pursuant to clause (2) above will be made more than 180 days after the Closing
Date (or Subsequent Transfer Date, with respect to Subsequent Mortgage Loans).

                  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 Trustee, promptly after receipt thereof, the
original lender's title insurance policy. The Depositor shall deliver or cause
to be delivered to 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.

                  All original documents relating to the Mortgage Loans that are
not delivered to the Trustee are and shall be held by or on behalf of the
Originator, 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. In the
event that any such original document is required pursuant to the terms of this
Section 2.01 to be a part of a Mortgage File, such document shall be delivered
promptly to 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.

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

                  The Depositor hereby directs the Trustee to execute, deliver
and perform its obligations under the Cap Contracts on the Closing Date and
thereafter on behalf of the Trust and the Holders of the Class A Certificates
and Mezzanine Certificates. The Seller, the Depositor, the Servicer and the
Holders of the Class A Certificates and Mezzanine Certificates by their
acceptance of such Certificates acknowledge and agree that the Trustee shall
execute, deliver and perform the Trust's obligations under the Cap Contracts and
shall do so solely in its capacity as Trustee of the Trust Fund and not in its
individual capacity.


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<PAGE>


                  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 deposited into the Distribution Account)
and declares that it holds and will hold such documents and the other documents
delivered to it constituting a Mortgage File, and that it holds or will hold all
such assets and such other assets included in the definition of "REMIC I" in
trust for the exclusive use and benefit of all present and future
Certificateholders.

                  The Trustee agrees to execute and deliver to the Depositor on
or prior to the Closing Date (or Subsequent Transfer Date, with respect to
Subsequent Mortgage Loans) an acknowledgment of receipt of the original Mortgage
Note (with any exceptions noted), substantially in the form attached as Exhibit
C-3 hereto.

                  The Trustee agrees, for the benefit of the Certificateholders,
to review each Mortgage File and, within 45 days of the Closing Date (or
Subsequent Transfer Date, with respect to Subsequent Mortgage Loans), 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 the
Trustee and appear regular on their face and relate to such Mortgage Loan and
(iii) based on the Trustee's examination and only as to the foregoing, the
Mortgagor's Name and the street address and city of the Mortgaged Property, and
the information set forth in the Mortgage Loan Schedule that corresponds to
items (i), (iii), (x)(A), (xii), (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 Trustee 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, or appropriate for the represented purpose or whether they have
actually been recorded or that they are other than what they purport to be on
their face or (ii) to determine whether any Mortgage File should include any of
the documents specified in clause (v) of Section 2.01.

                  Prior to the first anniversary date of this Agreement the
Trustee shall deliver to the Depositor 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
Trustee finds any document or documents constituting a part of a Mortgage File
to be missing or defective in any material respect, at the conclusion of its
review the Trustee shall so notify the Depositor and the Servicer. In addition,


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<PAGE>


upon the discovery by the Depositor, the Servicer or the Trustee of a breach of
any of the representations and warranties made by the Originator or 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 related
Certificateholders in such Mortgage Loan, the party discovering such breach
shall give prompt written notice to the other parties.

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

                  The Depositor and the Trustee intend that the assignment and
transfer herein contemplated constitute a sale of the Mortgage Loans, the
related Mortgage Notes and the related documents, conveying good title thereto
free and clear of any liens and encumbrances, from the Depositor to the Trustee
in trust for the benefit of the Certificateholders and that such property not be
part of the Depositor's estate or property of the Depositor in the event of any
insolvency by the Depositor. In the event that such conveyance is deemed to be,
or to be made as security for, a loan, the parties intend that the Depositor
shall be deemed to have granted and does hereby grant to the Trustee a first
priority perfected security interest in all of the Depositor's right, title and
interest in and to the Mortgage Loans, the related Mortgage Notes and the
related documents, and that this Agreement shall constitute a security agreement
under applicable law.

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

                  (a) 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 Originator or the Seller of any representation, warranty or
covenant under the Mortgage Loan Purchase Agreement (including any
representation, warranty or covenant regarding the Prepayment Charge Schedule)
in respect of any Mortgage Loan that materially adversely affects the value of
such Mortgage Loan or the interest therein of the Certificateholders, the
Trustee shall promptly notify the Originator, the Seller and the Servicer of
such defect, missing document or breach and request that the Originator or the
Seller, as applicable, deliver such missing document or cure such defect or
breach within 90 days from the date the Originator or the Seller, as applicable,
was notified of such missing document, defect or breach, and if the Originator
or the Seller, as applicable, does not deliver such missing document or cure
such defect or breach in all material respects during such period, the Servicer,
to the extent it is not the Originator, the Seller or an Affiliate of the
Seller, and otherwise the Trustee, in accordance with Section 3.02(b), shall
enforce the obligations of the Originator or the Seller, as applicable, 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 Originator or
the Seller, as applicable, was notified (subject to Section 2.03(c)) of such
missing document, defect or breach, if and to the extent that the Originator or
the Seller, as applicable, 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
Trustee, upon receipt of written certification from the Servicer of such
deposit, shall release to the Originator or the Seller, as applicable, the
related Mortgage File and the Trustee shall execute and deliver such instruments


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<PAGE>


of transfer or assignment, in each case without recourse, as the Originator or
the Seller, as applicable, shall furnish to it and as shall be necessary to vest
in the Originator or the Seller, as applicable, any Mortgage Loan released
pursuant hereto. The Trustee shall not 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
Originator or the Seller, as applicable, may cause such Mortgage Loan to be
removed from REMIC I (in which case it shall become a Deleted Mortgage Loan) and
substitute one or more Qualified Substitute Mortgage Loans in the manner and
subject to the limitations set forth in Section 2.03(b); provided, however, the
Originator may not substitute a Qualified Substitute Mortgage Loan for any
Deleted Mortgage Loan that violates any predatory or abusive lending law. It is
understood and agreed that the obligation of the Originator or the Seller, as
applicable, to cure or to repurchase (or to substitute for) any Mortgage Loan as
to which a document is missing, a material defect in a constituent document
exists or as to which such a breach has occurred and is continuing shall
constitute the sole remedy respecting such omission, defect or breach 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 Originator or
the Seller, as applicable, substitutes a Qualified Substitute Mortgage Loan or
Loans, such substitution shall be effected by the Originator or the Seller, as
applicable, delivering to 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 Adjustment Amount (as
described below), if any, in connection with such substitution. The Trustee
shall acknowledge receipt for such Qualified Substitute Mortgage Loan or Loans
and, within ten Business Days thereafter, review such documents as specified in
Section 2.02 and deliver to the Depositor 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 Trustee shall deliver
to the Depositor and the Servicer a certification substantially in the form of
Exhibit C-2 hereto with respect to such Qualified Substitute Mortgage Loan


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<PAGE>


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 Originator or the Seller, as
applicable. For the month of substitution, distributions to Certificateholders
will reflect the Monthly Payment due on such Deleted Mortgage Loan on or before
the Due Date in the month of substitution, and the Originator or the Seller, as
applicable, shall thereafter be entitled to retain all amounts subsequently
received in respect of such Deleted Mortgage Loan. The Depositor shall give or
cause to be given written notice to the Certificateholders that such
substitution has taken place, 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. 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 Originator or the Seller, as
applicable, substitutes one or more Qualified Substitute Mortgage Loans for one
or more Deleted Mortgage Loans, the Servicer will determine the amount (the
"Substitution Adjustment 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 Principal Balance thereof as of the date
of substitution, together with one month's interest on such 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 Originator or
the Seller, as applicable, will deliver or cause to be delivered to the Servicer
for deposit in the Collection Account an amount equal to the Substitution
Adjustment Amount, if any, and the Trustee, upon receipt of the related
Qualified Substitute Mortgage Loan or Loans and certification by the Servicer of
such deposit, shall release to the Originator or the Seller, as applicable, the
related Mortgage File or Files and the Trustee shall execute and deliver such
instruments of transfer or assignment, in each case without recourse, the
Originator or the Seller, as applicable, shall deliver to it and as shall be
necessary to vest therein any Deleted Mortgage Loan released pursuant hereto.

                  In addition, the Originator or the Seller, as applicable,
shall obtain at its own expense and deliver to the Trustee 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 Originator, the
Seller, the Servicer 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. In connection therewith, the Originator, the
Seller or the Depositor 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. Such
repurchase or substitution shall be made by (i) the Originator or the Seller, as
the case may be, if the affected Mortgage Loan's status as a non-qualified
mortgage is or results from a breach of any representation, warranty or covenant
made by the Originator or the Seller, as the case may be, under the Mortgage
Loan Purchase Agreement, or (ii) the Depositor, if the affected Mortgage Loan's
status as a non-qualified mortgage is a breach of no representation or warranty.
Any such repurchase or substitution shall be made in the same manner as set
forth in Section 2.03(a). The Trustee shall reconvey to the Depositor, the
Originator or the Seller, as the case may be, the Mortgage Loan to be released
pursuant hereto in


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<PAGE>


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 that as
of the Closing Date or as of such date specifically provided herein:

                  (i) The Servicer is duly organized, validly existing, and in
         good standing under the laws of the jurisdiction of its formation and
         has all licenses necessary to carry on its business as now being
         conducted and is licensed, qualified and in good standing in the states
         where the Mortgaged Property is located if the laws of such state
         require licensing or qualification in order to conduct business of the
         type conducted by the Servicer or to ensure the enforceability or
         validity of each Mortgage Loan; the Servicer has the power and
         authority to execute and deliver this Agreement and to perform in
         accordance herewith; the execution, delivery and performance of this
         Agreement (including all instruments of transfer to be delivered
         pursuant to this Agreement) by the Servicer and the consummation of the
         transactions contemplated hereby have been duly and validly authorized;
         this Agreement evidences the valid, binding and enforceable obligation
         of the Servicer, subject to applicable bankruptcy, insolvency,
         reorganization, moratorium or other similar laws affecting the
         enforcement of creditors' rights generally; and all requisite corporate
         action has been taken by the Servicer to make this Agreement valid and
         binding upon the Servicer in accordance with its terms;

                  (ii) The consummation of the transactions contemplated by this
         Agreement are in the ordinary course of business of the Servicer and
         will not result in the breach of any term or provision of the charter
         or by-laws of the Servicer or result in the breach of any term or
         provision of, or conflict with or constitute a default under or result
         in the acceleration of any obligation under, any agreement, indenture
         or loan or credit agreement or other instrument to which the Servicer
         or its property is subject, or result in the violation of any law,
         rule, regulation, order, judgment or decree to which the Servicer or
         its property is subject;

                  (iii) The execution and delivery of this Agreement by the
         Servicer and the performance and compliance with its obligations and
         covenants hereunder do not require the consent or approval of any
         governmental authority or, if such consent or approval is required, it
         has been obtained;

                  (iv) This Agreement, and all documents and instruments
         contemplated hereby which are executed and delivered by the Servicer,
         constitute and will constitute valid, legal and binding obligations of
         the Servicer, enforceable in accordance with their respective terms,
         except as the enforcement thereof may be limited by applicable
         bankruptcy laws and general principles of equity;


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<PAGE>


                  (v) [Reserved];

                  (vi) The Servicer 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;

                  (vii) There is no action, suit, proceeding or investigation
         pending or, to its knowledge, threatened against the Servicer that,
         either individually or in the aggregate, (A) may result in any change
         in the business, operations, financial condition, properties or assets
         of the Servicer that might prohibit or materially and adversely affect
         the performance by such Servicer of its obligations under, or validity
         or enforceability of, this Agreement, or (B) may result in any material
         impairment of the right or ability of the Servicer to carry on its
         business substantially as now conducted, or (C) may result in any
         material liability on the part of the Servicer, or (D) would draw into
         question the validity or enforceability of this Agreement or of any
         action taken or to be taken in connection with the obligations of the
         Servicer contemplated herein, or (E) would otherwise be likely to
         impair materially the ability of the Servicer to perform under the
         terms of this Agreement;

                  (viii) Neither this Agreement nor any information, certificate
         of an officer, statement furnished in writing or report delivered to
         the Trustee by the Servicer in connection with the transactions
         contemplated hereby contains any untrue statement of a material fact;

                  (ix) The Servicer will not waive any Prepayment Charge unless
         it is waived in accordance with the standard set forth in Section 3.01;
         and

                  (x) The Servicer has accurately and fully reported, and will
         continue to accurately and fully report, its borrower credit files to
         each of the credit repositories in a timely manner.

                  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 Depositor and the Certificateholders. Upon discovery by any of the
Depositor, the Servicer or the Trustee of a breach of any of the foregoing
representations, warranties and covenants which materially and adversely affects
the value of any Mortgage Loan or the interests therein of the
Certificateholders, the party discovering such breach shall give prompt written
notice (but in no event later than two Business Days following such discovery)
to the Trustee. Subject to Section 7.01, unless such breach shall not be
susceptible of cure within 90 days, the obligation of the Servicer set forth in
this Section 2.05 to cure breaches shall constitute the sole remedy against the
Servicer available to the Certificateholders, the Depositor and the Trustee on
behalf of the Certificateholders respecting a breach of the representations,
warranties and covenants contained in this Section 2.05. Notwithstanding the
foregoing, within 90 days of the earlier of discovery by the Servicer or receipt
of notice by the Servicer of a breach of the representation or covenant of the
Servicer set forth in Section 2.05(ix) above which materially and adversely
affects the interests of the Holders of the Class P Certificates in any
Prepayment Charge, the Servicer shall pay the amount


                                       69
<PAGE>


of such waived Prepayment Charge, for the benefit of the Holders of the Class P
Certificates, by depositing such amount into the Collection Account.

                  SECTION 2.06. 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 it 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, the receipt of which is hereby acknowledged.
Concurrently with such assignment and delivery and in exchange therefor, the
Trustee, pursuant to the written request of the Depositor executed by an officer
of the Depositor, has executed, authenticated and delivered to or upon the order
of the Depositor, the Class R-I Interest in authorized denominations. 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 Subsequent Mortgage Loans.

                  (a) Subject to the conditions set forth in paragraph (b) below
in consideration of the Trustee's delivery on the Subsequent Transfer Dates to
or upon the order of the Depositor of all or a portion of the balance of funds
in the Pre-Funding Accounts, the Depositor shall on any Subsequent Transfer Date
sell, transfer, assign, set over and convey without recourse to the Trust Fund
but subject to the other terms and provisions of this Agreement all of the
right, title and interest of the Depositor in and to (i) the Subsequent Mortgage
Loans identified on the Mortgage Loan Schedule attached to the related
Subsequent Transfer Instrument delivered by the Depositor on such Subsequent
Transfer Date, (ii) all interest accruing thereon on and after the Subsequent
Cut-off Date and all collections in respect of interest and principal due after
the Subsequent Cut-off Date and (iii) all items with respect to such Subsequent
Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in
the related Mortgage Files; provided, however, that the Depositor reserves and
retains all right, title and interest in and to principal received and interest
accruing on the Subsequent Mortgage Loans prior to the related Subsequent
Cut-off Date. The transfer to the Trustee for deposit in the Mortgage Pool by
the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan
Schedule shall be absolute and is intended by the Depositor, the Servicer, the
Trustee and the Certificateholders to constitute and to be treated as a sale of
the Subsequent Mortgage Loans by the Depositor to the Trust Fund. The related
Mortgage File for each Subsequent Mortgage Loan shall be delivered to the
Trustee at least three Business Days prior to the related Subsequent Transfer
Date.

                  The purchase price paid by the Trustee from amounts released
from the Group I Pre-funding account or the Group II Pre-Funding Account, as
applicable, shall be one-hundred percent (100%) of the aggregate Stated
Principal Balance of the related Subsequent Mortgage Loans so transferred (as
identified on the Mortgage Loan Schedule provided by the Depositor).


                                       70
<PAGE>


This Agreement shall constitute a fixed-price purchase contract in accordance
with Section 860G(a)(3)(A)(ii) of the Code.

                  (b) The Depositor shall transfer to the Trustee for deposit in
the Mortgage Pool the Subsequent Mortgage Loans and the other property and
rights related thereto as described in paragraph (a) above, and the Trustee
shall release funds from the Group I Pre-Funding Account or the Group II
Pre-funding account, as applicable, only upon the satisfaction of each of the
following conditions on or prior to the related Subsequent Transfer Date:

                  (i) the Depositor shall have provided the Trustee, the
         Servicer and the Rating Agencies with a timely Addition Notice and
         shall have provided any information reasonably requested by the Trustee
         with respect to the Subsequent Mortgage Loans;

                  (ii) the Depositor shall have delivered to the Trustee a duly
         executed Subsequent Transfer Instrument, which shall include a Mortgage
         Loan Schedule listing the Subsequent Mortgage Loans, and the Seller
         shall have delivered a computer file acceptable to the Trustee
         containing such Mortgage Loan Schedule to the Trustee at least three
         Business Days prior to the related Subsequent Transfer Date;

                  (iii) as of each Subsequent Transfer Date, as evidenced by
         delivery of the Subsequent Transfer Instrument, substantially in the
         form of Exhibit M, the Depositor shall not be insolvent nor shall it
         have been rendered insolvent by such transfer nor shall it be aware of
         any pending insolvency;

                  (iv) such sale and transfer shall not result in a material
         adverse tax consequence to the Trust Fund or the Certificateholders;

                  (v) the Funding Period shall not have terminated;

                  (vi) the Depositor shall not have selected the Subsequent
         Mortgage Loans in a manner that it believed to be adverse to the
         interests of the Certificateholders;

                  (vii) the Depositor shall have delivered to the Trustee a
         Subsequent Transfer Instrument confirming the satisfaction of the
         conditions precedent specified in this Section 2.07 and, pursuant to
         the Subsequent Transfer Instrument, assigned to the Trustee without
         recourse for the benefit of the Certificateholders all the right, title
         and interest of the Depositor, in, to and under the Subsequent Mortgage
         Loan Purchase Agreement, to the extent of the Subsequent Mortgage
         Loans; and

                  (viii) the Depositor shall have delivered to the Trustee an
         Opinion of Counsel addressed to the Trustee and the Rating Agencies
         with respect to the transfer of the Subsequent Mortgage Loans
         substantially in the form of the Opinion of Counsel delivered to the
         Trustee on the Closing Date regarding the true sale of the Subsequent
         Mortgage Loans.


                                       71
<PAGE>


                  (c) The obligation of the Trust Fund to purchase a Subsequent
Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of
the conditions set forth in the immediately preceding paragraph and the accuracy
of the following representations and warranties with respect to each such
Subsequent Mortgage Loan determined as of the applicable Subsequent Cut-off
Date: (i) such Subsequent Mortgage Loan may not be 30 or more days delinquent as
of the last day of the month preceding the Subsequent Cut-off Date; (ii) the
original term to stated maturity of such Subsequent Mortgage Loan will not be
less than 120 months and will not exceed 360 months; (iii) the Subsequent
Mortgage Loan may not provide for negative amortization; (iv) such Subsequent
Mortgage Loan will not have a loan-to-value ratio greater than 100%; (v) such
Subsequent Mortgage Loans will have, as of the Subsequent Cut-off Date, a
weighted average term since origination not in excess of 2 months; (vi) such
Subsequent Mortgage Loan, if a Fixed Rate Mortgage Loan, shall have a Mortgage
Rate that is not less than 4.795% per annum or greater than 12.550% per annum;
(vii) such Subsequent Mortgage Loan must have a first payment date occurring on
or before October 1, 2004 and will include 30 days' interest thereon; (viii) if
the Subsequent Mortgage Loan is an Adjustable-Rate Mortgage Loan, the Subsequent
Mortgage Loan will have a Gross Margin not less than 1.995% per annum; (ix) if
the Subsequent Mortgage Loan is an Adjustable-Rate Mortgage Loan, the Subsequent
Mortgage Loan will have a Maximum Mortgage Rate not less than 10.000% per annum;
(x) if the Subsequent Mortgage Loan is an Adjustable-Rate Mortgage Loan, the
Subsequent Mortgage Loan will have a Minimum Mortgage Rate not less than 4.200%
per annum and (xi) such Subsequent Mortgage Loan shall have been underwritten in
accordance with the Originator's underwriting guidelines.

                  (d) Following the purchase of any Subsequent Group I Mortgage
Loan by the Trust, the Group I Mortgage Loans (including such Subsequent Group I
Mortgage Loans) will: (i) have a weighted average original term to stated
maturity of not more than 360 months; (ii) have a weighted average Mortgage Rate
of not less than 7.00% per annum and not more than 7.60% per annum; (iii) have a
weighted average Loan-to-Value Ratio of not more than 80%; (iv) have no Mortgage
Loan with a Stated Principal Balance in excess of $475,000; (v) will consist of
Mortgage Loans with Prepayment Charges representing no less than 70% by
aggregate Stated Principal Balance of the Group I Mortgage Loans and (vi) have
no more than 27% of Fixed-Rate Mortgage Loans by aggregate Stated Principal
Balance of the Group I Mortgage Loans. In addition, the Adjustable-Rate Group I
Mortgage Loans will have a weighted average Gross Margin not less than 3.920%
per annum. For purposes of the calculations described in this paragraph,
percentages of the Group I Mortgage Loans will be based on the Stated Principal
Balance of the Initial Group I Mortgage Loans as of the Cut-off Date and the
Stated Principal Balance of the Subsequent Group I Mortgage Loans as of the
related Subsequent Cut-off Date.

                  Following the purchase of any Subsequent Group II Mortgage
Loan by the Trust, the Group II Mortgage Loans (including such Subsequent Group
II Mortgage Loans) will: (i) have a weighted average original term to stated
maturity of not more than 360 months; (ii) have a weighted average Mortgage Rate
of not less than 6.82% per annum and not more than 7.42% per annum; (iii) have a
weighted average Loan-to-Value Ratio of not more than 80%; (iv) have no Mortgage
Loan with a principal balance in excess of $1,099,208; (v) will consist of
Mortgage Loans with Prepayment Charges representing no less than 70.67% by
aggregate Stated Principal


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Balance of the Group II Mortgage Loans; and (vi) have no more than 30% of
Fixed-Rate Mortgage Loans by aggregate Stated Principal Balance of the Group II
Mortgage Loans. In addition, the Adjustable-Rate Group II Mortgage Loans will
have a weighted average Gross Margin not less than 4.150% per annum. For
purposes of the calculations described in this paragraph, percentages of the
Group II Mortgage Loans will be based on the Stated Principal Balance of the
Initial Group II Mortgage Loans as of the Cut-off Date and the Stated Principal
Balance of the Subsequent Group II Mortgage Loans as of the related Subsequent
Cut-off Date.

                  (e) Notwithstanding the foregoing, any Subsequent Mortgage
Loan may be rejected by any Rating Agency if the inclusion of any such
Subsequent Mortgage Loan would adversely affect the ratings of any Class of
Certificates. At least one Business Day prior to the Subsequent Transfer Date,
each Rating Agency shall notify the Trustee as to which Subsequent Mortgage
Loans, if any, shall not be included in the transfer on the Subsequent Transfer
Date; provided, however, that the Seller shall have delivered to each Rating
Agency at least three Business Days prior to such Subsequent Transfer Date a
computer file acceptable to each Rating Agency describing the characteristics
specified in paragraphs (c) and (d) above.

                  SECTION 2.08. Conveyance of REMIC Regular Interests and
                                Acceptance of REMIC I, REMIC II, REMIC III,
                                REMIC IV and REMIC V by the Trustee;
                                Issuance of Certificates.

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

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

                  (c) The Depositor, concurrently with the execution and
delivery hereof, does hereby transfer, assign, set over and otherwise convey in
trust to the Trustee without recourse all the right, title and interest of the
Depositor in and to the REMIC II Regular Interests (which are


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uncertificated) for the benefit of the Holders of the Regular Certificates and
the Class R Certificates (in respect of the Class R-III Interest). The Trustee
acknowledges receipt of the REMIC II Regular Interests and declares that it
holds and will hold the same in trust for the exclusive use and benefit of the
Holders of the Regular Certificates and the Class R Certificates (in respect of
the Class R-III Interest). The interests evidenced by the Class R-III Interest,
together with the Regular Certificates (other than the Class CE Certificates and
the Class P Certificates), the Class CE Interest and the Class P Interest,
constitute the entire beneficial ownership interest in REMIC III.

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

                  (e) The Depositor, concurrently with the execution and
delivery hereof, does hereby transfer, assign, set over and otherwise convey in
trust to the Trustee without recourse all the right, title and interest of the
Depositor in and to the Class P Interest (which is uncertificated) for the
benefit of the Holders of the Class P Certificates and the Class R-X
Certificates (in respect of the Class R-V 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-V
Interest). The interests evidenced by the Class R-V Interest, together with the
Class P Certificates, constitute the entire beneficial ownership interest in
REMIC V.

                  (f) Concurrently with (i) the assignment and delivery to the
Trustee of REMIC I and the acceptance by the Trustee thereof, pursuant to
Section 2.01, Section 2.02 and subsection (a) hereof, (ii) the assignment and
delivery to the Trustee of REMIC II (including the Residual Interest therein
represented by the Class R-II Interest) and the acceptance by the Trustee
thereof, pursuant to subsection (b) hereof, (iii) the assignment and delivery to
the Trustee of REMIC III (including the Residual Interest therein represented by
the Class R-III Interest), (iv) the assignment and delivery to the Trustee of
REMIC IV (including the Residual Interest therein represented by the Class R-IV
Interest) and (v) the assignment and delivery to the Trustee of REMIC V
(including the Residual Interest therein represented by the Class R-V Interest)
and the acceptance by the Trustee thereof, pursuant to subsection (c) hereof,
the Trustee, pursuant to the written request of the Depositor executed by an
officer of the Depositor, has executed, authenticated and delivered to or upon
the order of the Depositor, (A) the Class R Certificates in authorized
denominations evidencing the Class R-I Interest, the Class R-II Interest and the
Class R-III Interest and (B) the Class R-X Certificates in authorized
denominations evidencing the Class R-IV Interest and the Class R-V Interest.


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                                  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
all Certificateholders (as determined by the Servicer in its reasonable
judgment) in accordance with the terms of this Agreement and the 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 mortgage
lenders and loan servicers administering similar mortgage loans but without
regard to:

                  (A) any relationship that the Servicer, any Sub-Servicer or
         any Affiliate of the Servicer or any Sub-Servicer may have with the
         related Mortgagor;

                  (B) the ownership or non-ownership of any Certificate by the
         Servicer or any Affiliate of the Servicer;

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

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

                  To the extent consistent with the foregoing, the Servicer (a)
shall seek the timely and complete recovery of principal and interest on the
Mortgage Notes and (b) shall waive (or permit a Sub-Servicer to waive) a
Prepayment Charge only under the following circumstances: (i) such waiver is
standard and customary in servicing similar Mortgage Loans, relates to a default
or a reasonably foreseeable default and would, in the reasonable judgment of the
Servicer, maximize recovery of total proceeds taking into account the value of
such Prepayment Charge and the related Mortgage Loan or (ii) such Prepayment
Charge is unenforceable in accordance with applicable law or the collection of
such related Prepayment Charge would otherwise violate applicable law. If a
Prepayment Charge is waived as permitted by meeting the standards described in
clause (ii) above, then the Servicer (in its capacity as Originator) shall be
required to pay the amount of such waived Prepayment Charge, for the benefit of
the Holders of the P Certificates, by depositing such amount into the Collection
Account together with and at the time the amounts prepaid on the related
Mortgage Loan is required to be deposited into the Collection Account. Subject
only to the above-described servicing standards and the terms of this Agreement
and of the Mortgage Loans, the Servicer shall have full power and authority,
acting alone or through Sub-Servicers as provided in Section 3.02, to do or
cause to be done any and all things in connection with such servicing and
administration which it may deem necessary or desirable. Without limiting the
generality of the foregoing, the Servicer in its own name or in the name of a
Sub-Servicer is hereby authorized and empowered by the Trustee when the Servicer
believes it appropriate in its best judgment in accordance with the servicing
standards


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<PAGE>


set forth above, to execute and deliver, on behalf of the Certificateholders and
the Trustee, and upon notice to the Trustee, any and all instruments of
satisfaction or cancellation, or of partial or full release or discharge, and
all other comparable instruments, with respect to the Mortgage Loans and the
Mortgaged Properties and to institute foreclosure proceedings or obtain a
deed-in-lieu of foreclosure so as to convert the ownership of such properties,
and to hold or cause to be held title to such properties, on behalf of the
Trustee and Certificateholders. The Servicer shall service and administer the
Mortgage Loans in accordance with applicable state and federal law and shall
provide to the Mortgagors any reports required to be provided to them thereby.
The Servicer shall also comply in the performance of this Agreement with all
reasonable rules and requirements of each insurer under any standard hazard
insurance policy. Subject to Section 3.17, within 15 days of the Closing Date,
the Trustee shall execute, at the written request of the Servicer, and furnish
to the Servicer and any Sub-Servicer any special or limited powers of attorney
for each county in which a Mortgaged Property is located and other documents
necessary or appropriate to enable the Servicer or any Sub-Servicer to carry out
their servicing and administrative duties hereunder; provided, such limited
powers of attorney or other documents shall be prepared by the Servicer and
submitted to the Trustee for execution. The Trustee shall not be liable for the
actions of the Servicer or any Sub-Servicers under such powers of attorney.

                  Subject to Section 3.09 hereof, in accordance with the
standards of the preceding paragraph, the Servicer shall advance or cause to be
advanced funds as necessary for the purpose of effecting the timely payment of
taxes and assessments on the Mortgaged Properties, which advances shall be
Servicing Advances reimbursable in the first instance from related collections
from the Mortgagors pursuant to Section 3.09, and further as provided in Section
3.11. Any cost incurred by the Servicer or by Sub-Servicers in effecting the
timely payment of taxes and assessments on a Mortgaged Property shall not, for
the purpose of calculating distributions to Certificateholders, be added to the
unpaid Stated Principal Balance of the related Mortgage Loan, notwithstanding
that the terms of such Mortgage Loan so permit.

                  Notwithstanding anything in this Agreement to the contrary,
the Servicer may not make any future advances with respect to a Mortgage Loan
(except as provided in Section 4.03) and the Servicer shall not (i) permit any
modification with respect to any Mortgage Loan that would change the Mortgage
Rate, reduce or increase the Stated 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 (ii) permit any modification, waiver or
amendment of any term of any Mortgage Loan that would both (A) effect an
exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or
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.


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<PAGE>


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

                  (a) The Servicer may enter into Sub-Servicing Agreements with
Sub-Servicers for the servicing and administration of the Mortgage Loans;
provided, however, that such agreements would not result in a withdrawal or a
downgrading by any Rating Agency of the rating on any Class of Certificates. The
Trustee is hereby authorized to acknowledge, at the request of the Servicer, any
Sub-Servicing Agreement that meets the requirements applicable to Sub-Servicing
Agreements set forth in this Agreement and that is otherwise permitted under
this Agreement.

                  Each Sub-Servicer shall be (i) authorized to transact business
in the state or states where the related Mortgaged Properties it is to service
are situated, if and to the extent required by applicable law to enable the
Sub-Servicer to perform its obligations hereunder and under the Sub-Servicing
Agreement and (ii) a Freddie Mac or Fannie Mae approved mortgage servicer. Each
Sub-Servicing Agreement must impose on the Sub-Servicer requirements conforming
to the provisions set forth in Section 3.08 and provide for servicing of the
Mortgage Loans consistent with the terms of this Agreement. The Servicer will
examine each Sub-Servicing Agreement and will be familiar with the terms
thereof. The terms of any Sub-Servicing Agreement will not be inconsistent with
any of the provisions of this Agreement. The Servicer and the Sub-Servicers may
enter into and make amendments to the Sub-Servicing Agreements or enter into
different forms of Sub-Servicing Agreements; provided, however, that any such
amendments or different forms shall be consistent with and not violate the
provisions of this Agreement, and that no such amendment or different form shall
be made or entered into which could be reasonably expected to be materially
adverse to the interests of the Certificateholders without the consent of the
Holders of Certificates entitled to at least 66% of the Voting Rights; provided,
further, that the consent of the Holders of Certificates entitled to at least
66% of the Voting Rights shall not be required (i) to cure any ambiguity or
defect in a Sub-Servicing Agreement, (ii) to correct, modify or supplement any
provisions of a Sub-Servicing Agreement, or (iii) to make any other provisions
with respect to matters or questions arising under a Sub-Servicing Agreement,
which, in each case, shall not be inconsistent with the provisions of this
Agreement. Any variation without the consent of the Holders of Certificates
entitled to at least 66% of the Voting Rights from the provisions set forth in
Section 3.08 relating to insurance or priority requirements of Sub-Servicing
Accounts, or credits and charges to the Sub-Servicing Accounts or the timing and
amount of remittances by the Sub-Servicers to the Servicer, are conclusively
deemed to be inconsistent with this Agreement and therefore prohibited. The
Servicer shall deliver to the Trustee copies of all Sub-Servicing Agreements,
and any amendments or modifications thereof, promptly upon the Servicer's
execution and delivery of such instruments.

                  (b) As part of its servicing activities hereunder, the
Servicer, for the benefit of the Trustee and the Certificateholders, shall
enforce the obligations of each Sub-Servicer under the related Sub-Servicing
Agreement, including, without limitation, any obligation to make advances in
respect of delinquent payments as required by a Sub-Servicing Agreement, or to
purchase a Mortgage Loan on account of missing or defective documentation or on
account of a


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<PAGE>


breach of a representation, warranty or covenant, as described in Section
2.03(a). Such enforcement, including, without limitation, the legal prosecution
of claims, termination of Sub-Servicing Agreements, and the pursuit of other
appropriate remedies, shall be in such form and carried out to such an extent
and at such time as the Servicer, in its good faith business judgment, would
require were it the owner of the related Mortgage Loans. The Servicer shall pay
the costs of such enforcement at its own expense, and shall be reimbursed
therefor only (i) from a general recovery resulting from such enforcement, to
the extent, if any, that such recovery exceeds all amounts due in respect of the
related Mortgage Loans, or (ii) from a specific recovery of costs, expenses or
attorneys' fees against the party against whom such enforcement is directed.
Enforcement of the Mortgage Loan Purchase Agreement against the Originator or
the Seller shall be effected by the Servicer to the extent it is not the
Originator, and otherwise by the Trustee in accordance with the foregoing
provisions of this paragraph.

                  SECTION 3.03. Successor Sub-Servicers.

                  The Servicer shall be entitled to terminate any Sub-Servicing
Agreement and the rights and obligations of any Sub-Servicer pursuant to any
Sub-Servicing Agreement in accordance with the terms and conditions of such
Sub-Servicing Agreement. In the event of termination of any Sub-Servicer, all
servicing obligations of such Sub-Servicer shall be assumed simultaneously by
the Servicer without any act or deed on the part of such Sub-Servicer or the
Servicer, and the Servicer either shall service directly the related Mortgage
Loans or shall enter into a Sub-Servicing Agreement with a successor
Sub-Servicer which qualifies under Section 3.02.

                  Any Sub-Servicing Agreement shall include the provision that
such agreement may be immediately terminated by the Trustee (if the Trustee is
acting as Servicer) without fee, in accordance with the terms of this Agreement,
in the event that the Servicer (or the Trustee, if such party is then acting as
Servicer) shall, for any reason, no longer be the Servicer (including
termination due to a Servicer Event of Termination).

                  SECTION 3.04. Liability of the Servicer.

                  Notwithstanding any Sub-Servicing Agreement or the provisions
of this Agreement relating to agreements or arrangements between the Servicer
and a Sub-Servicer or reference to actions taken through a Sub-Servicer or
otherwise, the Servicer shall remain obligated and primarily liable to the
Trustee and the Certificateholders for the servicing and administering of the
Mortgage Loans in accordance with the provisions of Section 3.01 without
diminution of such obligation or liability by virtue of such Sub-Servicing
Agreements or arrangements or by virtue of indemnification from the Sub-Servicer
and to the same extent and under the same terms and conditions as if the
Servicer alone were servicing and administering the Mortgage Loans. The Servicer
shall be entitled to enter into any agreement with a Sub-Servicer for
indemnification of the Servicer by such Sub-Servicer and nothing contained in
this Agreement shall be deemed to limit or modify such indemnification.


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<PAGE>


                  SECTION 3.05. No Contractual Relationship Between
                                Sub-Servicers, the Trustee or
                                Certificateholders.

                  Any Sub-Servicing Agreement that may be entered into and any
transactions or services relating to the Mortgage Loans involving a Sub-Servicer
in its capacity as such shall be deemed to be between the Sub-Servicer and the
Servicer alone, and the Trustee or Certificateholders shall not be deemed
parties thereto and shall have no claims, rights, obligations, duties or
liabilities with respect to the Sub-Servicer except as set forth in Section
3.06. The Servicer shall be solely liable for all fees owed by it to any
Sub-Servicer, irrespective of whether the Servicer's compensation pursuant to
this Agreement is sufficient to pay such fees.

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

                  In the event the Servicer shall for any reason no longer be
the servicer (including by reason of the occurrence of a Servicer Event of
Termination), the Trustee shall thereupon assume all of the rights and
obligations of the Servicer under each Sub-Servicing Agreement that the Servicer
may have entered into, unless the Trustee elects to terminate any Sub-Servicing
Agreement in accordance with its terms as provided in Section 3.03. Upon such
assumption, the Trustee (or the successor servicer appointed pursuant to Section
7.02) shall be deemed, subject to Section 3.03, to have assumed all of the
departing Servicer's interest therein and to have replaced the departing
Servicer as a party to each Sub-Servicing Agreement to the same extent as if
each Sub-Servicing Agreement had been assigned to the assuming party, except
that (i) the departing Servicer shall not thereby be relieved of any liability
or obligations under any Sub-Servicing Agreement that arose before it ceased to
be the Servicer and (ii) neither the Trustee nor any successor Servicer shall be
deemed to have assumed any liability or obligation of the Servicer that arose
before it ceased to be the Servicer.

                  The Servicer at its expense shall, upon request of the
Trustee, deliver to the assuming party all documents and records relating to
each Sub-Servicing Agreement and the Mortgage Loans then being serviced and an
accounting of amounts collected and held by or on behalf of it, and otherwise
use its best efforts to effect the orderly and efficient transfer of the
Sub-Servicing Agreements to the assuming party.

                  SECTION 3.07. Collection of Certain Mortgage Loan Payments.

                  The Servicer shall make reasonable efforts to collect all
payments called for under the terms and provisions of the Mortgage Loans, and
shall, to the extent such procedures shall be consistent with this Agreement and
the terms and provisions of any applicable insurance policies, follow such
collection procedures as it would follow with respect to mortgage loans
comparable to the Mortgage Loans and held for its own account. Consistent with
the foregoing, the Servicer may in its discretion (i) waive any late payment
charge or, if applicable, any 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, however, that any extension pursuant to clause (ii) above shall
not affect the amortization schedule of any Mortgage Loan for purposes of any
computation hereunder, except as provided below. In the event of any such
arrangement pursuant to clause


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<PAGE>


(ii) above, the Servicer shall make Advances on such Mortgage Loan during such
extension pursuant to Section 4.03 and in accordance with the amortization
schedule of such Mortgage Loan without modification thereof by reason of such
arrangement. 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 also waive, modify or vary any term of such Mortgage Loan (including
modifications that would change the Mortgage Rate, forgive the payment of
principal or interest, capitalize past due Monthly Payments and outstanding
Servicing Advances 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, or consent to the
postponement of strict compliance with any such term or otherwise grant
indulgence to any Mortgagor (any and all such waivers, modifications, variances,
forgiveness of principal or interest, postponements, or indulgences collectively
referred to herein as "forbearance"), provided, however, that in no event shall
the Servicer grant any such forbearance (other than as permitted by the second
sentence of this Section) with respect to any one Mortgage Loan more than once
in any 12 month period or more than three times over the life of such Mortgage
Loan. The Servicer's analysis supporting any forbearance and the conclusion that
any forbearance meets the standards of Section 3.01 shall be reflected in
writing in the Mortgage File.

                  SECTION 3.08. Sub-Servicing Accounts.

                  In those cases where a Sub-Servicer is servicing a Mortgage
Loan pursuant to a Sub-Servicing Agreement, the Sub-Servicer will be required to
establish and maintain one or more accounts (collectively, the "Sub-Servicing
Account"). The Sub-Servicing Account shall be an Eligible Account and shall
comply with all requirements of this Agreement relating to the Collection
Account. The Sub-Servicer shall deposit in the clearing account in which it
customarily deposits payments and collections on mortgage loans in connection
with its mortgage loan servicing activities on a daily basis, and in no event
more than one Business Day after the Sub-Servicer's receipt thereof, all
proceeds of Mortgage Loans received by the Sub-Servicer less its servicing
compensation to the extent permitted by the Sub-Servicing Agreement, and shall
thereafter deposit such amounts in the Sub-Servicing Account, in no event more
than two Business Days after the receipt of such amounts. The Sub-Servicer shall
thereafter deposit such proceeds in the Collection Account or remit such
proceeds to the Servicer for deposit in the Collection Account not later than
two Business Days after the deposit of such amounts in the Sub-Servicing
Account. For purposes of this Agreement, the Servicer shall be deemed to have
received payments on the Mortgage Loans when the Sub-Servicer receives such
payments.

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

                  The Servicer shall establish and maintain, or cause to be
established and maintained, one or more accounts (the "Servicing Accounts"),
into which all Escrow Payments shall be deposited and retained. Servicing
Accounts shall be Eligible Accounts. The Servicer shall deposit in the clearing
account in which it customarily deposits payments and collections on mortgage
loans in connection with its mortgage loan servicing activities on a daily
basis, and in no event more than one Business Day after the Servicer's receipt
thereof, all Escrow Payments


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<PAGE>


collected on account of the Mortgage Loans and shall thereafter deposit such
Escrow Payments in the Servicing Accounts, in no event more than two Business
Days after the receipt of such Escrow Payments, 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 payment of
taxes, assessments, hazard insurance premiums, and comparable items in a manner
and at a time that assures that the lien priority of the Mortgage is not
jeopardized (or, with respect to the payment of taxes, in a manner and at a time
that avoids the loss of the Mortgaged Property due to a tax sale or the
foreclosure as a result of a tax lien); (ii) reimburse the Servicer (or a
Sub-Servicer to the extent provided in the related Sub-Servicing Agreement) out
of related collections for any Servicing Advances made pursuant to Section 3.01
(with respect to taxes and assessments) and Section 3.14 (with respect to 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. In the event the Servicer shall deposit in a Servicing Account any amount
not required to be deposited therein, it may at any time withdraw such amount
from such Servicing Account, any provision herein to the contrary
notwithstanding. The Servicer will be responsible for the administration of the
Servicing Accounts and will be obligated to make Servicing Advances to such
accounts when and as necessary to avoid the lapse of insurance coverage on the
Mortgaged Property, or which the Servicer knows, or in the exercise of the
required standard of care of the Servicer hereunder should know, 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. If any such payment has not been made and the Servicer
receives notice of a tax lien that jeopardizes the lien of the Mortgage Loan,
the Servicer will, within 10 business days of such notice, advance or cause to
be advanced funds necessary to discharge such lien on the Mortgaged Property. As
part of its servicing duties, the Servicer or Sub-Servicers shall pay to the
Mortgagors interest on funds in the 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. The Servicer may pay to itself any excess
interest on funds in the Servicing Accounts, to the extent such action is in
conformity with the Servicing Standard, is permitted by law and such amounts are
not required to be paid to Mortgagors or used for any of the other purposes set
forth above.

                  SECTION 3.10. Collection Account and Distribution Account.

                  (a) On behalf of the Trust Fund, the Servicer shall establish
and maintain, or cause to be established and maintained, one or more accounts
(such account or accounts, the "Collection Account"), held in trust for the
benefit of the Trustee and the Certificateholders. On behalf of the Trust Fund,
the Servicer shall deposit or cause to be deposited in the clearing account in
which it customarily deposits payments and collections on mortgage loans in
connection with its mortgage loan servicing activities on a daily basis, and in
no event more than one Business Day after the Servicer's receipt thereof, and
shall thereafter deposit in the Collection Account, in no event more than two
Business Days after the Servicer's receipt


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thereof, as and when received or as otherwise required hereunder, the following
payments and collections received or made by it subsequent to the Cut-off Date
(other than in respect of principal or interest on the Mortgage Loans due on or
before the Cut-off Date) or payments (other than Principal Prepayments) received
by it on or prior to the Cut-off Date, but allocable to a Due Period subsequent
thereto:

                  (i) all payments on account of principal, including Principal
         Prepayments (but not Prepayment Charges), on the Mortgage Loans;

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

                  (iii) all Insurance Proceeds, Liquidation Proceeds, Subsequent
         Recoveries and condemnation proceeds (other than proceeds collected in
         respect of any particular REO Property and amounts paid in connection
         with a purchase of Mortgage Loans and REO Properties pursuant to
         Section 9.01);

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

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

                  (vi) all proceeds of any Mortgage Loan repurchased or
         purchased in accordance with Section 2.03 or Section 9.01;

                  (vii) all amounts required to be deposited in connection with
         Substitution Adjustments pursuant to Section 2.03;

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

                  (ix) without duplication, all payments of claims under the PMI
         Policy.

                  The foregoing requirements for deposit in the Collection
Account shall be exclusive, it being understood and agreed that, without
limiting the generality of the foregoing, payments in the nature of Servicing
Fees, late payment charges, assumption fees, insufficient funds charges and
ancillary income (other than Prepayment Charges) need not be deposited by the
Servicer in the Collection Account and may be retained by the Servicer as
additional compensation. In the event the Servicer shall deposit in the
Collection Account any amount not required to be deposited therein, it may at
any time withdraw such amount from the Collection Account, any provision herein
to the contrary notwithstanding.

                  (b) On behalf of the Trust Fund, the Trustee shall establish
and maintain one or more accounts (such account or accounts, the "Distribution
Account"), held in trust for the


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benefit of the Trustee and the Certificateholders. On behalf of the Trust Fund,
the Servicer shall deliver to the Trustee in immediately available funds for
deposit in the Distribution Account on or before 1:00 p.m. New York time (i) on
the Servicer Remittance Date, that portion of the Available Distribution Amount
(calculated without regard to the references in 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, the amount of all
Prepayment Charges collected during the applicable Prepayment Period by the
Servicer and Servicer Prepayment Charge Payment Amounts in connection with the
Principal Prepayment of any of the Mortgage Loans then on deposit in the
Collection Account and the amount of any funds reimbursable to an Advancing
Person pursuant to Section 3.29, 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 1:00 p.m. New York time
on such Business Day, withdraw from the Collection Account any and all amounts
payable or reimbursable to the Servicer, the Trustee, the Originator or any
Sub-Servicer pursuant to Section 3.11 and shall pay such amounts to the Persons
entitled thereto.

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

                  (d) Funds held in the Collection Account at any time may be
delivered by the Servicer to the Trustee for deposit in an account (which may be
the Distribution Account and must satisfy the standards for the Distribution
Account as set forth in the definition thereof) and for all purposes of this
Agreement shall be deemed to be a part of the Collection Account; provided,
however, that the Trustee shall have the sole authority to withdraw any funds
held pursuant to this subsection (d). In the event the Servicer shall deliver to
the Trustee for deposit in the Distribution Account any amount not required to
be deposited therein, it may at any time request that the Trustee withdraw such
amount from the Distribution Account and remit to it any such amount, any
provision herein to the contrary notwithstanding. In addition, the Servicer,
with respect to items (i) through (iv) below, shall deliver to the Trustee from
time to time for deposit, and the Trustee, with respect to items (i) through
(iv) below, shall so deposit, in the Distribution Account:

                  (i) any Advances, as required pursuant to Section 4.03;

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


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

                  (iv) any Compensating Interest to be deposited pursuant to
         Section 3.24 in connection with any Prepayment Interest Shortfall; and

                  (v) any amounts required to be paid to the Trustee pursuant to
         the Agreement, including, but not limited to Section 3.06 and Section
         7.02.

                  (vi) The Servicer shall deposit in the Collection Account any
         amounts required to be deposited pursuant to Section 3.12(b) in
         connection with losses realized on Permitted Investments with respect
         to funds held in the Collection Account.

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

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

                  (i) to remit to the Trustee 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
         (a) any unreimbursed Advances to the extent of amounts received which
         represent Late Collections (net of the related Servicing Fees) of
         Monthly Payments, Liquidation Proceeds and Insurance Proceeds on
         Mortgage Loans with respect to which such Advances were made in
         accordance with the provisions of Section 4.03; or (b) any unreimbursed
         Advances with respect to the final liquidation of a Mortgage Loan that
         are Nonrecoverable Advances, but only to the extent that Late
         Collections, Liquidation Proceeds and Insurance Proceeds received with
         respect to such Mortgage Loan are insufficient to reimburse the
         Servicer for such unreimbursed Advances;

                  (iii) subject to Section 3.16(d), to pay the Servicer or any
         Sub-Servicer (a) any unpaid Servicing Fees, (b) any unreimbursed
         Servicing Advances with respect to each Mortgage Loan, but only to the
         extent of any Late Collections, Liquidation Proceeds, Insurance
         Proceeds and condemnation proceeds received with respect to such
         Mortgage Loan, and (c) any Servicing Advances with respect to the final
         liquidation of a Mortgage Loan that are Nonrecoverable Advances, but
         only to the extent that Late Collections, Liquidation Proceeds and
         Insurance Proceeds received with respect to such Mortgage Loan are
         insufficient to reimburse the Servicer or any Sub-Servicer for
         Servicing Advances;

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


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<PAGE>


                  (v) to pay to the Originator, 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 subsequent to the
         date of purchase or substitution, as the case may be;

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

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

                  (viii) to reimburse the Servicer for expenses incurred by or
         reimbursable to the Servicer pursuant to Section 6.03;

                  (ix) to reimburse the Servicer (if the Servicer is not an
         Affiliate of the Originator) or the Trustee, as the case may be, for
         enforcement 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
         purchase obligation;

                  (x) to pay itself any Prepayment Interest Excess; and

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

                  The foregoing requirements for withdrawal from the Collection
Account shall be exclusive. 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.

                  The Servicer shall keep and maintain separate accounting, on a
Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any
withdrawal from the Collection Account, to the extent held by or on behalf of
it, pursuant to subclauses (ii), (iii), (iv), (v), (vi), (vii) and (viii) above.
The Servicer shall provide written notification to the Trustee, on or prior to
the next succeeding Servicer Remittance Date, upon making any withdrawals from
the Collection Account pursuant to subclause (vi) above; provided that an
Officers' Certificate in the form described under Section 4.03(d) shall suffice
for such written notification to the Trustee in respect hereof.

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

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

                  (ii) to pay itself the Trustee Fee and any Extraordinary Trust
         Fund Expenses pursuant to Section 8.05;


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<PAGE>


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

                  (iv) to clear and terminate the Distribution Account pursuant
         to Section 9.01;

                  (v) to pay any amounts required to be paid to the Trustee
         pursuant to this Agreement, including but not limited to funds required
         to be paid pursuant to Section 3.06 and Section 7.02;

                  (vi) to pay to the Trustee, any interest or investment income
         earned on funds deposited in the Distribution Account;

                  (vii) to pay to an Advancing Person reimbursements for
         Advances and/or Servicing Advances pursuant to Section 3.29; and

                  (viii) to pay the PMI Insurer the PMI Insurer Fee (which
         payment shall be prior to any payments and reimbursements pursuant to
         clauses (i), (iii), (iv), (v), (vi) and (vii) above

                  SECTION 3.12. Investment of Funds in the Collection Account,
                                the Pre-Funding Accounts and the Distribution
                                Account.

                  (a) The Servicer may direct any depository institution
maintaining the Collection Account and any REO Account to invest the funds on
deposit in such accounts, the Depositor may direct any depository institution
maintaining the Pre-Funding Accounts to invest funds on deposit in such
accounts, and the Trustee may invest the funds on deposit in the Distribution
Account (each such account, for the purposes of this Section 3.12 an "Investment
Account"). All investments pursuant to this Section 3.12 shall be in one or more
Permitted Investments bearing interest or sold at a discount, and maturing,
unless payable on demand, (i) no later than the Business Day immediately
preceding the date on which such funds are required to be withdrawn from such
account pursuant to this Agreement, if a Person other than the Trustee is the
obligor thereon or if such investment is managed or advised by a Person other
than the Trustee or an Affiliate of the Trustee, 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 Trustee is the obligor thereon or if such investment is
managed or advised by the Trustee or any Affiliate. 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 Trustee (in
its capacity as such), or in the name of a nominee of the Trustee. The Trustee
shall be entitled to sole possession (except with respect to investment
direction of funds held in the Collection Account, any REO Account or the
Pre-Funding Accounts 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 Trustee or its agent, together
with any document of transfer necessary to transfer title to such investment to
the Trustee 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 Trustee shall:


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<PAGE>


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

                  (y) demand payment of all amounts due thereunder promptly upon
         determination by a Responsible Officer of the Trustee 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 and any REO Account held by or on behalf of
the Servicer shall be for the benefit of the Servicer and shall be subject to
its withdrawal in accordance with Section 3.11 or Section 3.23, as applicable.
The Servicer shall deposit in the Collection Account or any REO Account, as
applicable, the amount of any loss of principal incurred in respect of any such
Permitted Investment made with funds in such account immediately upon
realization of such loss.

                  All income and gain realized from the investment of funds
deposited in the Pre-Funding Accounts held by or on behalf of the Depositor
shall be for the benefit of the Depositor and shall be subject to its withdrawal
in accordance with Section 4.05. The Depositor shall deposit in the Pre-Funding
Accounts the amount of any loss of principal incurred in respect of any such
Permitted Investment made with funds in such accounts immediately upon
realization of such loss.

                  (c) All income and gain realized from the investment of funds
deposited in the Distribution Account shall be for the benefit of the Trustee.
The Trustee shall deposit in the Distribution Account the amount of any loss of
principal incurred in respect of any such Permitted Investment made with funds
in such accounts immediately upon realization of such loss.

                  (d) Except as otherwise expressly provided in this Agreement,
if any default occurs in the making of a payment due under any Permitted
Investment, or if a default occurs in any other performance required under any
Permitted Investment, the Trustee may and, subject to Section 8.01 and Section
8.02(a)(v), upon the request of the Holders of Certificates representing more
than 50% of the Voting Rights allocated to any Class of Certificates, shall take
such action as may be appropriate to enforce such payment or performance,
including the institution and prosecution of appropriate proceedings.

                  SECTION 3.13. [Reserved].

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

                  (a) The Servicer shall cause to be maintained for each
Mortgage Loan hazard insurance with extended coverage on the Mortgaged Property
in an amount which is at least


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equal to the lesser of (i) the current principal balance of such Mortgage Loan
and (ii) the amount necessary to fully compensate for any damage or loss to the
improvements that 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 hazard insurance with
extended coverage on each REO Property 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 Stated 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 Stated 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 and flood
insurance has been made available, the Servicer will cause to be maintained a
flood insurance policy in respect thereof. Such flood insurance shall be in an
amount equal to the lesser of (i) the unpaid principal balance of the related
Mortgage Loan and (ii) the maximum amount of such insurance available for the
related Mortgaged Property under the national flood insurance program (assuming
that the area in which such Mortgaged Property is located is participating in
such program).

                  In the event that the Servicer shall obtain and maintain a
blanket policy with an insurer having a General Policy Rating of B:III or better
in Best's Key Rating Guide (or such other rating that is comparable to such
rating) 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 and Certificateholders, claims under any such blanket policy in a
timely fashion in accordance with the terms of such policy.


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<PAGE>


                  (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 the Servicer's 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 provide the Trustee, upon
request, with copies of such insurance policies and fidelity bond. The Servicer
shall 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. The Servicer shall also cause each Sub-Servicer to maintain a policy of
insurance covering errors and omissions and a fidelity bond which would meet
such requirements.

                  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 be required to take such action if in its sole
business judgment the Servicer believes it is not in the best interests of the
Trust Fund and shall not exercise any such rights if prohibited by law from
doing so. If the Servicer reasonably believes it is unable under applicable law
to enforce such "due-on-sale" clause, or if any of the other conditions set
forth in the proviso to the preceding sentence apply, the Servicer will enter
into an assumption and modification agreement from or with the person to whom
such property has been conveyed or is proposed to be conveyed, pursuant to which
such person becomes liable under the Mortgage Note and, to the extent permitted
by applicable state law, the Mortgagor remains liable thereon. The Servicer is
also authorized to enter into a substitution of liability agreement with such
person, pursuant to which the original Mortgagor is released from liability and
such person is substituted as the Mortgagor and becomes liable under the
Mortgage Note, provided that no such substitution shall be effective unless such
person satisfies the underwriting criteria of the Servicer and has a credit risk
rating at least equal to that of the original Mortgagor. 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, modification or substitution of
liability agreement shall be


                                       89
<PAGE>


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 that any such substitution,
modification or assumption agreement has been completed by forwarding to the
Trustee the executed original of such substitution, modification 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, in as practical a
time frame as possible and consistent with Servicing Standard, 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 Section 3.11 and Section 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 received actual notice of, or has actual knowledge
of, the presence of any toxic or hazardous substance on the related Mortgaged
Property, the Servicer shall not, on behalf of the Trustee, either (i) obtain
title to such Mortgaged Property as a result of or in lieu of foreclosure or
otherwise, or (ii) otherwise acquire possession of, or take any other action
with respect to, such Mortgaged Property, if, as a result of any such action,
the Trustee, the Trust Fund or the Certificateholders would be considered to
hold title to, to be a "mortgagee-in-possession" of, or to be an "owner" or
"operator" of such Mortgaged Property within the meaning of the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended from
time to time, or any comparable law, unless the Servicer has also previously
determined, based on its reasonable judgment and a report prepared by a Person
who regularly conducts environmental audits using customary industry standards,
that:


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<PAGE>


                  (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)(vii), 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; provided that any amounts disbursed by the Servicer
pursuant to this Section 3.16(b) shall constitute Servicing Advances, subject to
Section 4.03(d). The cost of any such compliance, containment, cleanup or
remediation shall be advanced by the Servicer, subject to the Servicer's right
to be reimbursed therefor from the Collection Account as provided in Section
3.11(a)(iii) and (a)(vii), 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 may, at its option, purchase a Mortgage Loan
which has become 90 or more days delinquent or for which the Servicer has
accepted a deed in lieu of foreclosure. Prior to purchase pursuant to this
Section 3.16(c), the Servicer shall be required to continue to make Advances
pursuant to Section 4.03. The Servicer shall purchase such delinquent Mortgage
Loan at a price equal to the Purchase Price of such Mortgage Loan. Any such
purchase of a Mortgage Loan pursuant to this Section 3.16(c) shall be
accomplished by deposit in the Collection Account of the amount of the Purchase
Price. The Trustee shall immediately effectuate the conveyance of such
delinquent Mortgage Loan to the Servicer to the extent necessary, including the
prompt delivery of all documentation to the Servicer. Notwithstanding the
foregoing if the Servicer purchases any delinquent Mortgage Loans pursuant to
this Section 3.16(c), it must purchase Mortgage Loans that are delinquent the
greatest number of days before it may purchase any that are delinquent any fewer
number of days.


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                  (d) Proceeds received in connection with any Final Recovery
Determination, as well as any recovery resulting from a partial collection of
Insurance Proceeds, Liquidation Proceeds or condemnation proceeds, in respect of
any Mortgage Loan, will be applied in the following order of priority: first, to
unpaid Servicing Fees; second, to reimburse the Servicer or any Sub-Servicer for
any related unreimbursed Servicing Advances pursuant to Section 3.11(a)(iii) and
Advances pursuant to Section 3.11(a)(ii); third, 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
fourth, as a recovery of principal of the Mortgage Loan. The portion of the
recovery so allocated to unpaid Servicing Fees shall be reimbursed to the
Servicer or any Sub-Servicer pursuant to Section 3.11(a)(iii).

                  SECTION 3.17. Trustee to Cooperate; Release of Mortgage Files.

                  (a) Upon the payment in full of any Mortgage Loan, or the
receipt by the Servicer of a notification that payment in full shall be escrowed
in a manner customary for such purposes, the Servicer shall deliver to the
Trustee, in written (with two executed copies) or electronic format, a Request
for Release in the form of Exhibit E (which certification shall include a
statement to the effect that all amounts received or to be received in
connection with such payment which are required to be deposited in the
Collection Account pursuant to Section 3.10 have been or will be so deposited)
signed by a Servicing Officer (or in a mutually agreeable electronic format that
will, in lieu of a signature on its face, originate from a Servicing Officer)
and shall request delivery to it of the Mortgage File. Upon receipt of such
certification and request, the Trustee shall, within three Business Days,
release and send by overnight mail, at the expense of the Servicer, the related
Mortgage File to the Servicer. The Trustee agrees to indemnify the Servicer, out
of its own funds, for any loss, liability or expense (other than special,
indirect, punitive or consequential damages which will not be paid by the
Trustee) incurred by the Servicer as a proximate result of the Trustee's breach
of its obligations pursuant to this Section 3.17. 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.

                  (b) From time to time and as appropriate for the servicing or
foreclosure of any Mortgage Loan, including, for this purpose, collection under
any insurance policy relating to the Mortgage Loans, the Trustee shall, upon any
request made by or on behalf of the Servicer and delivery to the Trustee, in
written (with two executed copies) or electronic format, of a Request for
Release in the form of Exhibit E signed by a Servicing Officer (or in a mutually
agreeable electronic format that will, in lieu of a signature on its face,
originate from a Servicing Officer), release the related Mortgage File to the
Servicer within three Business Days, and 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 Trustee 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


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pursuing legal action or other proceedings for the foreclosure of the Mortgaged
Property either judicially or non-judicially, and the Servicer has delivered, or
caused to be delivered, to the Trustee an additional Request for Release
certifying as to such liquidation or action or proceedings. Upon the request of
the Trustee, the Servicer shall provide notice to the Trustee of 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 Request for
Release, in written (with two executed copies) or electronic format, from 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, such Mortgage Loan shall be
released by the Trustee to the Servicer or its designee.

                  (c) Upon written certification of a Servicing Officer, the
Trustee shall execute and deliver to the Servicer or the Sub-Servicer, as the
case may be, copies of, 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.

                  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, Liquidation
Proceeds or condemnation 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 provided in Section
3.29, 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; provided, however, that
the Servicer may pay from the Servicing Fee any amounts due to a Sub-Servicer
pursuant to a Sub-Servicing Agreement entered into under Section 3.02.

                  Additional servicing compensation in the form of assumption
fees, late payment charges, insufficient funds charges, ancillary income or
otherwise (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 and Section 3.24. The Servicer
shall be required to pay all expenses incurred by it in connection with its
servicing activities hereunder (including premiums for the insurance


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required by Section 3.14, to the extent such premiums are not paid by the
related Mortgagors or by a Sub-Servicer and servicing compensation of each
Sub-Servicer) and shall not be entitled to reimbursement therefor except as
specifically provided herein.

                  The Servicer shall be entitled to any Prepayment Interest
Excess, which it may withdraw from the Collection Account pursuant to Section
3.11(a)(ix).

                  SECTION 3.19. Reports to the Trustee; Collection Account
                                Statements.

                  Not later than twenty days after each Distribution Date, the
Servicer shall forward to the Trustee and the Depositor the most current
available bank statement for the Collection Account. Copies of such statement
shall be provided by the Trustee 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, provided such statement is
delivered by the Servicer to the Trustee.

                  SECTION 3.20. Statement as to Compliance.

                  The Servicer will deliver to the Trustee and the Depositor not
later than March 10th of each calendar year, commencing in 2005, an Officers'
Certificate stating, as to each signatory thereof, that (i) a review of the
activities of the Servicer during the preceding calendar year and of performance
under this Agreement has been made under such officers' supervision and (ii) to
the best of such officers' knowledge, based on such review, the Servicer has
fulfilled all of its obligations under this Agreement 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 Trustee 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, provided such statement is delivered by the Servicer to the Trustee.

                  SECTION 3.21. Independent Public Accountants' Servicing
                                Report.

                  Not later than March 10th of each calendar year, commencing in
2005, 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. In rendering its report such firm may rely, as to matters
relating to the direct servicing of residential mortgage loans by Sub-Servicers,
upon comparable reports of firms of independent certified public accountants
rendered on the basis of examinations conducted in accordance with the same


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standards (rendered within one year of such report) with respect to those
Sub-Servicers. Immediately upon receipt of such report, the Servicer shall
furnish a copy of such report to the Trustee and each Rating Agency. Copies of
such statement shall be provided by the Trustee to any Certificateholder upon
request at the Servicer's expense, provided that such statement is delivered by
the Servicer to the Trustee.

                  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,
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, the Trustee 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 Wells Fargo Bank, N.A., as Trustee for Citigroup
Mortgage Loan Trust, Series 2004-OPT1, Asset Backed Pass-Through Certificates or
its nominee or the name of any successor Trustee, its nominee or any successor,
in trust for the benefit of the Certificateholders of Citigroup Mortgage Loan
Trust, Series 2004-OPT1, Asset Backed Pass-Through Certificates. The Servicer,
on behalf of REMIC I, shall sell any REO Property as soon as practical and in
any event no later than the end of the third full taxable year after the taxable
year in which such REMIC acquires ownership of such REO Property for purposes of
Section 860G(a)(8) of the Code or request from the Internal Revenue Service, no
later than 60 days before the day on which the three-year grace period would
otherwise expire, an extension of such three-year period, unless the Servicer
shall have delivered to the Trustee an Opinion of Counsel and addressed to the
Trustee and the Depositor, to the effect that the holding by the REMIC of such
REO Property subsequent to three years after its acquisition will not result in
the imposition on the REMIC of taxes on "prohibited transactions" thereof, as
defined in Section 860F of the Code, or cause any of the REMICs created
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 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 of the REMICs
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 separately account for all funds
collected and received in connection with the operation of any REO Property and
shall establish and maintain, or cause to be established and maintained, with
respect to REO Properties an account held in trust for the


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Trustee for the benefit of the Certificateholders (the "REO Account"), which
shall be an Eligible Account. The Servicer shall be permitted to allow the
Collection Account to serve as the REO Account, subject to separate ledgers for
each REO Property. The Servicer shall be entitled to retain or withdraw any
interest income paid on funds deposited in the REO Account.

                  (c) The Servicer shall have full power and authority, subject
only to the specific requirements and prohibitions of this Agreement, to do any
and all things in connection with any REO Property as are consistent with the
manner in which the Servicer manages and operates similar property owned by the
Servicer or any of its Affiliates, all on such terms and for such period
(subject to the requirement of prompt disposition set forth in Section 3.23(a))
as the Servicer deems to be in the best interests of Certificateholders. In
connection therewith, the Servicer shall deposit, or cause to be deposited in
the clearing account in which it customarily deposits payments and collections
on mortgage loans in connection with its mortgage loan servicing activities on a
daily basis, and in no event more than one Business Day after the Servicer's
receipt thereof, and shall thereafter deposit in the REO Account, in no event
more than two Business Days after the Servicer's receipt thereof, 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.

                  Notwithstanding the foregoing, neither the Servicer nor the
Trustee shall:

                  (A) authorize the Trust Fund to enter into, renew or extend
         any New Lease with respect to any REO Property, if the New Lease by its
         terms will give rise to any income that does not constitute Rents from
         Real Property;

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

                  (C) authorize any construction on any REO Property, other than
         the completion of a building or other improvement thereon, and then
         only if more than ten percent of the construction of such building or
         other improvement was completed before


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         default on the related Mortgage Loan became imminent, all within the
         meaning of Section 856(e)(4)(B) of the Code; or

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

unless, in any such case, the Servicer has obtained an Opinion of Counsel,
provided to the Trustee, to the effect that such action will not cause such REO
Property to fail to qualify as "foreclosure property" within the meaning of
Section 860G(a)(8) of the Code at any time that it is held by the REMIC, 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:

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

                  (2) 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;

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

                  (4) 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;
provided, however, that to the extent that any payments made by such Independent
Contractor would constitute Servicing Advances if made by the Servicer, such
amounts shall be reimbursable as Servicing Advances made by the Servicer.


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                  (d) In addition to the withdrawals permitted under Section
3.23(c), the Servicer may from time to time make withdrawals from the REO
Account for any REO Property: (i) to pay itself or any Sub-Servicer unpaid
Servicing Fees in respect of the related Mortgage Loan; and (ii) to reimburse
itself or any Sub-Servicer for unreimbursed Servicing Advances and Advances made
in respect of such REO Property or the related Mortgage Loan. Upon liquidation
of any REO Property, 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, any income from the related REO Property received
by the Servicer, 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 in a manner,
at such price and upon such terms and conditions as shall be normal and usual in
its Servicing Standard.

                  (f) The proceeds from the REO Disposition, net of any amount
required by law to be remitted to the Mortgagor under the related Mortgage Loan
and net of any payment or reimbursement to the Servicer or any Sub-Servicer as
provided above, shall be 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 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.

                  Not later than 1:00 p.m. New York time on each Servicer
Remittance Date, the Servicer shall remit to the Distribution Account an amount
("Compensating Interest") equal to the lesser of (A) the aggregate of the
Prepayment Interest Shortfalls for the related Distribution Date and (B) its
aggregate Servicing Fee received in the related Due Period, any interest or
investment income earned on funds deposited in the Collection Account and any
Prepayment Interest Excess earned during the related Prepayment Period. The
Servicer shall not have the right to reimbursement for any amounts remitted to
the Trustee in respect of Compensating Interest. Such amounts so remitted shall
be included in the Available Distribution Amount and distributed therewith on
the next Distribution Date. The Servicer shall not be obligated to pay
Compensating Interest with respect to Relief Act Interest Shortfalls.


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                  SECTION 3.25. [Reserved].

                  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 the Mortgage Loans in the aggregate 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 deposit in the
Collection Account from its own funds the amount of any such shortfall and shall
indemnify and hold harmless the Trust Fund, 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. Notwithstanding the
foregoing, this Section 3.26 shall not limit the ability of the Servicer to seek
recovery of any such amounts from the related Mortgagor under the terms of the
related Mortgage Note, as permitted by law.

                  SECTION 3.27. Solicitations.

                  From and after the Closing Date, the Servicer agrees that it
will not take any action or permit or cause any action to be taken by any of its
agents and Affiliates, or by any independent contractors or independent mortgage
brokerage companies on the Servicer's behalf, to personally, by telephone, mail
or electronic mail, solicit the Mortgagor under any Mortgage Loan for the
purpose of refinancing such Mortgage Loan; provided, that the Servicer may
solicit any Mortgagor for whom the Servicer has received a request for
verification of mortgage, a request for demand for payoff, a mortgagor initiated
written or verbal communication indicating a desire to prepay the related
Mortgage Loan, another mortgage company has pulled a credit report on the
mortgagor or the mortgagor initiates a title search; provided further, it is
understood and agreed that promotions undertaken by the Servicer or any of its
Affiliates which (i) concern optional insurance products or other additional
products or (ii) are directed to the general public at large, including, without
limitation, mass mailings based on commercially acquired mailing lists,
newspaper, radio and television advertisements shall not constitute solicitation
under this Section, nor is the Servicer prohibited from responding to
unsolicited requests or inquiries made by a Mortgagor or an agent of a
Mortgagor. Furthermore, the Servicer shall be permitted to include in its
monthly statements to borrowers or otherwise, statements regarding the
availability of the Servicer's counseling services with respect to refinancing
mortgage loans.

                  SECTION 3.28. Net WAC Rate Carryover Reserve Account.

                  No later than the Closing Date, the Trustee shall establish
and maintain with itself a separate, segregated trust account titled, "Net WAC
Rate Carryover Reserve Account, Wells Fargo Bank, N.A., as Trustee, in trust for
the registered holders of Citigroup Mortgage Loan Trust, Series 2004-OPT1, Asset
Backed Pass-Through Certificates." The amounts deposited in the Net WAC Rate
Carryover Reserve Account shall consist of any payments received by the Trustee
under the Cap Contracts and deposited into the Net WAC Carryover Reserve Account
for the benefit of the Class A Certificates and the Mezzanine Certificates.


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                  On each Distribution Date as to which there is a Net WAC Rate
Carryover Amount payable to the Class A Certificates and/or the Mezzanine
Certificates, the Trustee 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), rather than distributing such
amounts to the Class CE Certificateholders. On each such Distribution Date, the
Trustee 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/or the Mezzanine Certificates in
the amounts and priorities set forth in Section 4.01(a)(4).

                  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 shall be treated as amounts distributed by REMIC III to the
Holders of the Class CE Interest and by REMIC IV 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 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).

                  By accepting a Class CE Certificate, each Class CE
Certificateholder hereby agrees to direct the Trustee, and the Trustee 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.

                  Amounts on deposit in the Net WAC Rate Carryover Reserve
Account shall remain uninvested.

                  For federal tax return and information reporting, the value of
the right to receive payments from the Net WAC Rate Carryover Reserve Account
shall be $285,000.00, $52,000.00 and $135,000.00 , with respect to the Group I
Certificates, Group II Certificates and the Mezzanine Certificates,
respectively.

                  SECTION 3.29. Advance Facility.

                  (a) The Servicer is hereby authorized to enter into a facility
with any Person which provides that such Person (an "Advancing Person") may fund
Advances and/or Servicing Advances to the Trust Fund under this Agreement,
although no such facility shall reduce or otherwise affect the Servicer's
obligation to fund such Advances and/or Servicing Advances. If the Servicer
enters into such an Advance Facility pursuant to this Section 3.29, upon
reasonable


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request of the Advancing Person, the Trustee shall execute a letter of
acknowledgment, confirming its receipt of notice of the existence of such
Advance Facility. To the extent that an Advancing Person funds any Advance or
any Servicing Advance and provides the Trustee 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 3.29(b). Such notice from the
Advancing Person must specify the amount of the reimbursement, the Section of
this Agreement that permits the applicable 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 Trustee, rather than the Servicer, and
include the Servicer's acknowledgment thereto or proof of an Event of Default
under the Advance Facility. The Trustee 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 3.29. An Advancing
Person whose obligations hereunder are limited to the funding of Advances and/or
Servicing Advances shall not be required to meet the qualifications of a
Servicer or a Sub-Servicer pursuant to Section 6.06 hereof and will not be
deemed to be a Sub-Servicer under this Agreement.

                  (b) If an Advancing Facility is entered into, then the
Servicer shall not be permitted to reimburse itself therefor under Section
3.11(a)(ii), Section 3.11(a)(iii), Section 3.11(a)(iv), Section 3.11(a)(vii),
Section 3.11(a)(viii) and Section 4.04(b) prior to the remittance to the Trust
Fund, but instead the Servicer shall include such amounts in the applicable
remittance to the Trustee made pursuant to Section 3.10(a). The Trustee is
hereby authorized to pay to the Advancing Person, reimbursements for Advances
and Servicing Advances from the Distribution Account to the same extent the
Servicer would have been permitted to reimburse itself for such Advances and/or
Servicing Advances in accordance with Section 3.11(a)(ii), Section 3.11(a)(iii),
Section 3.11(a)(vi), Section 3.11(a)(vii), Section 3.11(a)(viii) or Section
4.04(b), as the case may be, had the Servicer itself funded such Advance or
Servicing Advance. The Trustee is hereby authorized to pay directly to the
Advancing Person such portion of the Servicing Fee as the parties to any advance
facility agree.

                  (c) All 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 3.29 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 3.29,
including amendments to add provisions relating to a successor master servicer,
may be entered into by the Trustee and the Servicer without the consent of any
Certificateholder, notwithstanding anything to the contrary in this Agreement.

                  SECTION 3.30. PMI Policy; Claims Under the PMI Policy.

                  Notwithstanding anything to the contrary elsewhere in this
Article III, the Servicer shall not agree to any modification or assumption of a
PMI Mortgage Loan or take any other action with respect to a PMI Mortgage Loan
that could result in denial of coverage under the PMI Policy. The Servicer shall
notify the PMI Insurer that the Trustee, on behalf of the


                                      101
<PAGE>


Certificateholders, is the Insured, as that term is defined in the PMI Policy,
of each PMI Mortgage Loan. The Servicer shall, on behalf of the Trustee, prepare
and file on a timely basis with the PMI Insurer, with a copy to the Trustee, all
claims which may be made under the PMI Policy with respect to the PMI Mortgage
Loans. Consistent with all rights and obligations hereunder, the Servicer shall
take all actions required under the PMI Policy as a condition to the payment of
any such claim. Any amount received from the PMI Insurer with respect to any
such PMI Mortgage Loan shall be deposited by the Servicer, no later than two
Business Days following receipt thereof, into the Collection Account. The
Trustee shall withdraw from the Distribution Account on each Distribution Date
and pay to the PMI Insurer the PMI Insurer Fee in accordance with the terms of
the PMI Policy.


                                      102
<PAGE>


                                   ARTICLE IV

                         PAYMENTS TO CERTIFICATEHOLDERS

                  SECTION 4.01. Distributions.

                  (a)(1)(I) 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:

                  With respect to the Group I Mortgage Loans:

                  (1)(i) to the Holders of REMIC I Regular Interest I-LT1, REMIC
         I Regular Interest I-LT1PF and REMIC I Regular Interest I-LTP in an
         amount equal to (A) the Uncertificated Interest for each REMIC I
         Regular Interest for such Distribution Date, plus (B) any amounts in
         respect thereof remaining unpaid from previous Distribution Dates; and

                  (ii) 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;

                  (2) to the Holders of REMIC I Regular Interest I-LT1 and REMIC
         I Regular Interest I-LT1PF, in an amount equal to the remainder of the
         Available Distribution Amount for such Distribution Date after the
         distributions made pursuant to clause (1) above, allocated as follows:

                           (a) to the Holders of REMIC I Regular Interest I-LT1,
                  until the Uncertificated Balance of REMIC I Regular Interest
                  I-LT1 is reduced to zero;

                           (b) to the Holders of REMIC I Regular Interest
                  I-LT1PF, until the Uncertificated Balance of REMIC I Regular
                  Interest I-LT1PF is reduced to zero; and

                           (c) any remaining amount to the Holders of the Class
                  R Certificates (in respect of the Class R-I Interest).

                  With respect to the Group II Mortgage Loans:

                  (1) to the Holders of REMIC I Regular Interest I-LT2 and REMIC
         I Regular Interest I-LT2PF in an amount equal to (A) the Uncertificated
         Interest for each REMIC I Regular Interest for such Distribution Date,
         plus (B) any amounts in respect thereof remaining unpaid from previous
         Distribution Dates;


                                      103
<PAGE>


                  (2) to the Holders of REMIC I Regular Interest I-LT2 and REMIC
         I Regular Interest I-LT2PF, in an amount equal to the remainder of the
         Available Distribution Amount for such Distribution Date after the
         distributions made pursuant to clause (1) above, allocated as follows:

                           (a) to the Holders of REMIC I Regular Interest I-LT2,
                  until the Uncertificated Balance of REMIC I Regular Interest
                  I-LT2 is reduced to zero;

                           (b) to the Holders of REMIC I Regular Interest
                  I-LT2PF, until the Uncertificated Balance of REMIC I Regular
                  Interest I-LT2PF is reduced to zero; and

                           (c) any remaining amount to the Holders of the Class
                  R Certificates (in respect of the Class R-I Interest).

                  On each Distribution Date, all amounts representing Prepayment
Charges in respect of the Mortgage Loans received during the related Prepayment
Period will be distributed by REMIC I to the Holders of REMIC I Regular Interest
I-LTP. The payment of the foregoing amounts to the Holders of REMIC I Regular
Interest I-LTP shall not reduce the Uncertificated Balance thereof.

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

                  (i)(a) first, to Holders of REMIC II Regular Interest II-LTAA,
         REMIC II Regular Interest II-LTA1A, REMIC II Regular Interest II-LTA1B,
         REMIC II Regular Interest II-LTA2, REMIC II Regular Interest II-LTM1,
         REMIC II Regular Interest II-LTM2, REMIC II Regular Interest II-LTM3,
         REMIC II Regular Interest II-LTM4, REMIC II Regular Interest II-LTM5,
         REMIC II Regular Interest II-LTM6, REMIC II Regular Interest II-LTM7,
         REMIC II Regular Interest II-LTM8, REMIC II Regular Interest II-LTM9,
         REMIC II Regular Interest II-LTM10, REMIC II Regular Interest II-LTM11,
         REMIC II Regular Interest II-LTM12, REMIC II Regular Interest II-LTM13,
         REMIC II Regular Interest II-LTM14 and REMIC II Regular Interest
         II-LTZZ, in an amount equal to (A) the Uncertificated Interest for such
         Distribution Date, plus (B) any amounts in respect thereof remaining
         unpaid from previous Distribution Dates. Amounts payable as
         Uncertificated Interest in respect of REMIC II Regular Interest II-LTZZ
         shall be reduced when the sum of the REMIC II Overcollateralized Amount
         is less than the REMIC II Required Overcollateralized Amount, by the
         lesser of (x) the amount of such difference and (y) the Maximum II-LTZZ
         Uncertificated Interest Deferral Amount and such amounts will be
         payable to the Holders of REMIC II Regular Interest II-LTA1A, REMIC II
         Regular Interest II-LTA1B, REMIC II Regular Interest II-LTA2, REMIC II
         Regular Interest II-LTM1, REMIC II Regular Interest II-LTM2, REMIC II
         Regular Interest II-LTM3, REMIC II Regular Interest II-LTM4, REMIC II
         Regular Interest II-LTM5, REMIC II Regular Interest II-LTM6, REMIC II
         Regular Interest II-LTM7,


                                      104
<PAGE>


         REMIC II Regular Interest II-LTM8, REMIC II Regular Interest II-LTM9,
         REMIC II Regular Interest II-LTM10, REMIC II Regular Interest II-LTM11,
         REMIC II Regular Interest II-LTM12, REMIC II Regular Interest II-LTM13
         and REMIC II Regular Interest II-LTM14 in the same proportion as the
         Overcollateralization Increase Amount is allocated to the Corresponding
         Certificates and the Uncertificated Balance of REMIC II Regular
         Interest II-LTZZ shall be increased by such amount;

                  (b) to Holders of REMIC II Regular Interest II-LT1SUB, REMIC
         II Regular Interest II-LT1GRP, REMIC II Regular Interest II-LT2SUB,
         REMIC II Regular Interest II-LT2GRP and REMIC II Regular Interest
         II-LTXX, on a PRO RATA basis, in an amount equal to (A) the
         Uncertificated Interest for such Distribution Date, plus (B) any
         amounts in respect thereof remaining unpaid from previous Distribution
         Dates;

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

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

                           (b) 2.00% of such remainder (less the amount payable
                  in clause (d) below) first, to the Holders of REMIC II Regular
                  Interest II-LTA1A, REMIC II Regular Interest II-LTA1B, REMIC
                  II Regular Interest II-LTA2, REMIC II Regular Interest
                  II-LTM1, REMIC II Regular Interest II-LTM2, REMIC II Regular
                  Interest II-LTM3, REMIC II Regular Interest II-LTM4, REMIC II
                  Regular Interest II-LTM5, REMIC II Regular Interest II-LTM6,
                  REMIC II Regular Interest II-LTM7, REMIC II Regular Interest
                  II-LTM8, REMIC II Regular Interest II-LTM9, REMIC II Regular
                  Interest II-LTM10, REMIC II Regular Interest II-LTM11, REMIC
                  II Regular Interest II-LTM12, REMIC II Regular Interest
                  II-LTM13 and REMIC II Regular Interest II-LTM14, and in the
                  same proportion as principal payments are allocated to the
                  Corresponding Certificates, until the Uncertificated Balances
                  of such REMIC II Regular Interests are reduced to zero and
                  second, to the Holders of REMIC II Regular Interest II-LTZZ,
                  until the Uncertificated Balance of such REMIC II Regular
                  Interest is reduced to zero; then

                           (c) to the Holders of REMIC II Regular Interest
                  II-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

                           (d) any remaining amount to the Holders of the Class
                  R Certificates (as Holder of the Class R-II Interest); and


                                      105
<PAGE>


                  (iii) to the Holders of REMIC II Regular Interests, in an
         amount equal to the remainder of the REMIC II Sub WAC Allocation
         Percentage of the Available Distribution Amount for such Distribution
         Date after the distributions made pursuant to clause (i) above,
         allocated so that distributions of principal shall be deemed to be made
         to the REMIC II Regular Interests first, so as to keep the
         Uncertificated Balance of each REMIC II Regular Interest ending with
         the designation "GRP" equal to 0.01% of the aggregate Stated Principal
         Balance of the Mortgage Loans in the related Loan Group; second, to
         each REMIC II Regular Interest ending with the designation "SUB," so
         that the Uncertificated Balance of each such REMIC II Regular Interest
         is equal to 0.01% of the excess of (x) the aggregate Stated Principal
         Balance of the Mortgage Loans in the related Loan Group over (y) the
         Certificate Principal Balance of the Class A Certificate in the related
         Loan Group (except that if any such excess is a larger number than in
         the preceding distribution period, the least amount of principal shall
         be distributed to such REMIC II Regular Interests such that the REMIC
         II Subordinated Balance Ratio is maintained); and third, any remaining
         principal to REMIC II Regular Interest II-LTXX.

                  (2)(I) On each Distribution Date, the Group I Interest
Remittance Amount will be distributed in the following order of priority:

                  (i) concurrently, to the Holders of the Group I Certificates,
         on a PRO RATA basis based on the entitlement of each such Class, the
         Senior Interest Distribution Amount allocable to the Group I
         Certificates; and

                  (ii) to the Holders of the Class A-2 Certificates, an amount
         equal to the excess, if any, of (x) the amount required to be
         distributed pursuant to Section 4.01(a)(2)(II)(i) for such Distribution
         Date over (y) the amount actually distributed pursuant to such clause
         from the Group II Interest Remittance Amount.

                  (II) On each Distribution Date, the Group II Interest
Remittance Amount will be distributed in the following order of priority:

                  (i) to the Holders of the Class A-2 Certificates, the Senior
         Interest Distribution Amount allocable to the Class A-2 Certificates;
         and

                  (ii) concurrently, to the Holders of the Group I Certificates;
         on a PRO RATA basis based on the entitlement of each such Class, an
         amount equal to the excess, if any, of (x) the amount required to be
         distributed pursuant to Section 4.01(a)(2)(I)(i) for such Distribution
         Date over (y) the amount actually distributed pursuant to such clause
         from the Group I Interest Remittance Amount.

                  (III) On each Distribution Date, following the distributions
made pursuant to Section 4.01(a)(2)(I) and Section 4.01(a)(2)(II), the sum of
the Group I Interest Remittance Amount and the Group II Interest Remittance
Amount remaining will be distributed sequentially to the Class M-1, Class M-2,
Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9,
Class M-10, Class M-11, Class M-12, Class M-13 and Class M-14 Certificates, in
that order, in an amount equal to the Interest Distribution Amount for each such
Class.


                                      106
<PAGE>


                  (3)(I) On each Distribution Date (a) prior to the Stepdown
Date or (b) on which a Trigger Event is in effect, distributions in respect of
principal to the extent of the Group I Principal Remittance Amount will be made
to the Holders of the Group I Certificates, on a PRO RATA basis based on the
Certificate Principal Balance of each such Class, until the Certificate
Principal Balances thereof have been reduced to zero.

                  (II) On each Distribution Date (a) prior to the Stepdown Date
or (b) on which a Trigger Event is in effect, distributions in respect of
principal to the extent of the Group II Principal Remittance Amount will be made
to the Holders of the Class A-2 Certificates, until the Certificate Principal
Balance thereof has been reduced to zero.

                  (III.) On each Distribution Date (a) prior to the Stepdown
Date or (b) on which a Trigger Event is in effect, distributions in respect of
principal to the extent of the Principal Remittance Amount remaining
undistributed for such Distribution Date will be made in the following amounts
and order of priority:

                  (i) if, following the distribution of the Group I Principal
         Remittance Amount as set forth in Section 4.02(a)(3)(I), the Group I
         Enhancement Amount is less than the Group I Targeted Enhancement
         Amount, to the Holders of the Group I Certificates, on a PRO RATA basis
         based on the Certificate Principal Balance of each such Class, until
         the Group I Enhancement Amount is equal to the Group I Targeted
         Enhancement Amount;

                  (ii) if, following the distribution of the Group II Principal
         Remittance Amount as set forth in Section 4.02(a)(3)(II), the Group II
         Enhancement Amount is less than the Group II Targeted Enhancement
         Amount, to the Holders of the Class A-2 Certificates, until the Group
         II Enhancement Amount is equal to the Group II Targeted Enhancement
         Amount;

                  (iii) to the Holders of the Class A-2 Certificates and the
         Group I Certificates (allocated among the Group I Certificates on a PRO
         RATA basis based on the Certificate Principal Balance of each such
         Class), in that order, until the Certificate Principal Balances thereof
         have been reduced to zero; and

                  (iv) sequentially, to the Holders of the Class M-1, Class M-2,
         Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class
         M-9, Class M-10, Class M-11, Class M-12, Class M-13 and Class M-14
         Certificates, until the Certificate Principal Balances thereof have
         been reduced to zero;

                  (IV) On each Distribution Date (a) on or after the Stepdown
Date and (b) on which a Trigger Event is not in effect, distributions in respect
of principal to the extent of the Group I Principal Remittance Amount will be
made to the Holders of the Group I Certificates, on a PRO RATA basis based on
the Certificate Principal Balance of each such Class, in an amount equal to the
Group I Senior Principal Distribution Amount, until the Certificate Principal
Balances thereof have been reduced to zero.


                                      107
<PAGE>


                  (V) On each Distribution Date (a) on or after the Stepdown
Date and (b) on which a Trigger Event is not in effect, distributions in respect
of principal to the extent of the Group II Principal Remittance Amount will be
made to the Holders of the Class A-2 Certificates in an amount equal to the
Group II Senior Principal Distribution Amount, until the Certificate Principal
Balance thereof has been reduced to zero.

                  (VI) On each Distribution Date (a) on or after the Stepdown
Date and (b) on which a Trigger Event is not in effect, distributions in respect
of principal to the extent of the Principal Remittance Amount remaining
undistributed for such Distribution Date will be made in the following amounts
and order of priority:

                  (i) if, following the distribution of the Group I Principal
         Remittance Amount as set forth in Section 4.02(a)(3)(IV) above, any
         portion of the Group I Senior Principal Distribution Amount remains
         undistributed, to the Holders of the Group I Certificates, on a PRO
         RATA basis based on the Certificate Principal Balance of each such
         Class, until the Group I Senior Principal Distribution Amount has been
         distributed in full;

                  (ii) if, following the distribution of the Group II Principal
         Remittance Amount as set forth in Section 4.02(a)(3)(V) above, any
         portion of the Group II Senior Principal Distribution Amount remains
         undistributed, to the Holders of the Class A-2 Certificates, until the
         Group II Senior Principal Distribution Amount has been distributed in
         full; (iii) to the Holders of the Class A-2 Certificates and the Group
         I Certificates (allocated among the Group I Certificates on a PRO RATA
         basis based on the Certificate Principal Balance of each such Class),
         in that order, until the Senior Principal Distribution Amount has been
         distributed in full;

                  (iv) to the Holders of the Class M-1 Certificates, up to an
         amount equal to the Class M-1 Principal Distribution Amount, until the
         Certificate Principal Balance of the Class M-1 Certificates has been
         reduced to zero;

                  (v) to the Holders of the Class M-2 Certificates, up to an
         amount equal to the Class M-2 Principal Distribution Amount, until the
         Certificate Principal Balance of the Class M-2 Certificates has been
         reduced to zero;

                  (vi) to the Holders of the Class M-3 Certificates, up to an
         amount equal to the Class M-3 Principal Distribution Amount, until the
         Certificate Principal Balance of the Class M-3 Certificates has been
         reduced to zero;

                  (vii) to the Holders of the Class M-4 Certificates, up to an
         amount equal to the Class M-4 Principal Distribution Amount, until the
         Certificate Principal Balance of the Class M-4 Certificates has been
         reduced to zero;

                  (viii) to the Holders of the Class M-5 Certificates, up to an
         amount equal to the Class M-5 Principal Distribution Amount, until the
         Certificate Principal Balance of the Class M-5 Certificates has been
         reduced to zero;


                                      108
<PAGE>


                  (ix) to the Holders of the Class M-6 Certificates, up to an
         amount equal to the Class M-6 Principal Distribution Amount, until the
         Certificate Principal Balance of the Class M-6 Certificates has been
         reduced to zero;

                  (x) to the Holders of the Class M-7 Certificates, up to an
         amount equal to the Class M-7 Principal Distribution Amount, until the
         Certificate Principal Balance of the Class M-7 Certificates has been
         reduced to zero;

                  (xi) to the Holders of the Class M-8 Certificates, up to an
         amount equal to the Class M-8 Principal Distribution Amount, until the
         Certificate Principal Balance of the Class M-8 Certificates has been
         reduced to zero;

                  (xii) to the Holders of the Class M-9 Certificates, up to an
         amount equal to the Class M-9 Principal Distribution Amount, until the
         Certificate Principal Balance of the Class M-9 Certificates has been
         reduced to zero;

                  (xiii) to the Holders of the Class M-10 Certificates, up to an
         amount equal to the Class M-10 Principal Distribution Amount, until the
         Certificate Principal Balance of the Class M-10 Certificates has been
         reduced to zero;

                  (xiv) to the Holders of the Class M-11 Certificates, up to an
         amount equal to the Class M-11 Principal Distribution Amount, until the
         Certificate Principal Balance of the Class M-11 Certificates has been
         reduced to zero;

                  (xv) to the Holders of the Class M-12 Certificates, up to an
         amount equal to the Class M-12 Principal Distribution Amount, until the
         Certificate Principal Balance of the Class M-12 Certificates has been
         reduced to zero;

                  (xvi) to the Holders of the Class M-13 Certificates, up to an
         amount equal to the Class M-13 Principal Distribution Amount, until the
         Certificate Principal Balance of the Class M-13 Certificates has been
         reduced to zero; and

                  (xvii) to the Holders of the Class M-14 Certificates, up to an
         amount equal to the Class M-14 Principal Distribution Amount, until the
         Certificate Principal Balance of the Class M-14 Certificates has been
         reduced to zero.

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

                  (I) to the extent of the Overcollateralization Increase
                      ---------------------------------------------------
                      Amount:
                      -------

                  (i) (A) if, on any Distribution Date prior to the Stepdown
         Date or any Distribution Date after the Stepdown Date on which a
         Trigger Event is in effect, following the distribution of the Principal
         Remittance Amount as set forth in Section 4.02(a)(3)(I) and Section
         4.02(a)(3)(III), the Group I Enhancement Amount is less than the Group
         I Targeted Enhancement Amount, to the Holders of the Group I
         Certificates, on a PRO RATA basis based on the Certificate Principal
         Balance of each such Class, to the


                                      109
<PAGE>


         extent of the Group I Senior Excess Interest Amount, until the Group I
         Enhancement Amount is equal to the Group I Targeted Enhancement Amount
         and (B) if, on any Distribution Date after the Stepdown Date on which a
         Trigger Event is not in effect, following the distribution of the
         Principal Remittance Amount as set forth in Section 4.02(a)(3)(IV) and
         Section 4.02(a)(3)(VI), any portion of the Group I Senior Principal
         Distribution Amount remains undistributed, to the Holders of the Group
         I Certificates, on a PRO RATA basis based on the Certificate Principal
         Balance of each such Class, to the extent of the Group I Senior Excess
         Interest Amount, until the Group I Senior Principal Distribution Amount
         has been distributed in full;

                  (ii) (A) if, on any Distribution Date prior to the Stepdown
         Date or any Distribution Date after the Stepdown Date on which a
         Trigger Event is in effect, following the distribution of the Principal
         Remittance Amount as set forth in Section 4.02(a)(3)(II) and Section
         4.02(a)(3)(III), the Group II Enhancement Amount is less than the Group
         II Targeted Enhancement Amount, to the Holders of the Class A-2
         Certificates, to the extent of the Group II Senior Excess Interest
         Amount, until the Group II Enhancement Amount is equal to the Group II
         Targeted Enhancement Amount and (B) if, on any Distribution Date after
         the Stepdown Date on which a Trigger Event is not in effect, following
         the distribution of the Principal Remittance Amount as set forth in
         Section 4.02(a)(3)(V) and Section 4.02(a)(3)(VI), any portion of the
         Group II Senior Principal Distribution Amount remains undistributed, to
         the Holders of the Class A-2 Certificates, to the extent of the Group
         II Senior Excess Interest Amount, until the Group II Senior Principal
         Distribution Amount has been distributed in full;

                  (iii) (A) if, on any Distribution Date prior to the Stepdown
         Date or any Distribution Date after the Stepdown Date on which a
         Trigger Event is in effect, following the distribution of the Principal
         Remittance Amount as set forth in Section 4.02(a)(3)(I) and Section
         4.02(a)(3)(III) and the distribution in (i) above, the Group I
         Enhancement Amount is less than the Group I Targeted Enhancement
         Amount, to the Holders of the Group I Certificates, on a PRO RATA basis
         based on the Certificate Principal Balance of each such Class, until
         the Group I Enhancement Amount is equal to the Group I Targeted
         Enhancement Amount and (B) if, on any Distribution Date after the
         Stepdown Date on which a Trigger Event is not in effect, following the
         distribution of the Principal Remittance Amount as set forth in Section
         4.02(a)(3)(IV) and Section 4.02(a)(3)(VI) and the distribution in (i)
         above, any portion of the Group I Senior Principal Distribution Amount
         remains undistributed, to the Holders of the Group I Certificates, on a
         PRO RATA basis based on the Certificate Principal Balance of each such
         Class, until the Group I Senior Principal Distribution Amount has been
         distributed in full;

                  (iv) (A) if, on any Distribution Date prior to the Stepdown
         Date or any Distribution Date after the Stepdown Date on which a
         Trigger Event is in effect, following the distribution of the Principal
         Remittance Amount as set forth in Section 4.02(a)(3)(II) and Section
         4.02(a)(3)(III) and the distribution in (ii) above, the Group II
         Enhancement Amount is less than the Group II Targeted Enhancement
         Amount, to the Holders of the Class A-2 Certificates, until the Group
         II Enhancement Amount is equal to


                                      110
<PAGE>


         the Group II Targeted Enhancement Amount and (B) if, on any
         Distribution Date after the Stepdown Date on which a Trigger Event is
         not in effect, following the distribution of the Principal Remittance
         Amount as set forth in Section 4.02(a)(3)(V) and Section 4.02(a)(3)(VI)
         and the distribution in (ii) above, any portion of the Group II Senior
         Principal Distribution Amount remains undistributed, to the Holders of
         the Class A-2 Certificates, until the Group II Senior Principal
         Distribution Amount has been distributed in full;

                  (v) (A) on any Distribution Date prior to the Stepdown Date or
         any Distribution Date after the Stepdown Date on which a Trigger Event
         is in effect, to the Holders of the Class A-2 Certificates and the
         Group I Certificates (allocated among the Group I Certificates on a PRO
         RATA basis based on the Certificate Principal Balance of each such
         Class), in that order, until the Certificate Principal Balances thereof
         have been reduced to zero and (B) on any Distribution Date after the
         Stepdown Date on which a Trigger Event is not in effect, to the Holders
         of the Class A-2 Certificates and the Group I Certificates (allocated
         among the Group I Certificates on a PRO RATA basis based on the
         Certificate Principal Balance of each such Class), in that order, until
         the Senior Principal Distribution Amount has been distributed in full;

                  (vi) (A) on any Distribution Date prior to the Stepdown Date
         or any Distribution Date after the Stepdown Date on which a Trigger
         Event is in effect, sequentially, to the Holders of the Class M-1,
         Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class
         M-8, Class M-9, Class M-10, Class M-11, Class M-12, Class M-13 and
         Class M-14 Certificates, until the Certificate Principal Balances
         thereof have been reduced to zero and (B) if, on any Distribution Date
         after the Stepdown Date on which a Trigger Event is not in effect,
         following the distributions in Section 4.02(a)(3)(VI), any portion of
         the related Class M Principal Distribution Amount remains
         undistributed, sequentially, to the Holders of the Class M-1, Class
         M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8,
         Class M-9, Class M-10, Class M-11, Class M-12, Class M-13 and Class
         M-14 Certificates, until the related Class M Principal Distribution
         Amount has been distributed in full;

                  (II) to the extent of any remaining Monthly Excess Cashflow
                       ------------------------------------------------------
                       Amount:
                       -------

                  (i) sequentially to the Class M-1, Class M-2, Class M-3, Class
         M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10,
         Class M-11, Class M-12, Class M-13 and Class M-14 Certificates, in that
         order, in each case up to the related Interest Carry Forward Amount
         related to such Certificates for such Distribution Date;

                  (ii) sequentially to the Class A, Class M-1, Class M-2, Class
         M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9,
         Class M-10, Class M-11, Class M-12, Class M-13 and Class M-14
         Certificates, in that order, in each case up to such Class' allocated
         share of any Prepayment Interest Shortfalls and any shortfalls
         resulting from the application of the Relief Act;


                                      111
<PAGE>


                  (iii) sequentially to the Class A-1B, Class M-1, Class M-2,
         Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class
         M-9, Class M-10, Class M-11, Class M-12, Class M-13 and Class M-14
         Certificates, in that order, in each case up to the related Allocated
         Realized Loss Amount related to such Certificates for such Distribution
         Date;

                  (iv) to the Net WAC Rate Carryover Reserve Account, for
         distribution to the Holders of the Class A Certificates and Mezzanine
         Certificates, any Net WAC Rate Carryover Amounts for such Classes,
         after taking into account amounts, if any, received under the Cap
         Contracts;

                  (v) to the Holders of the Class CE Certificates, (a) the
         Interest Distribution Amount for such Distribution Date and (b) on any
         Distribution Date on which the Certificate Principal Balances of the
         Class A Certificates and the Mezzanine Certificates have been reduced
         to zero, any remaining amounts in reduction of the Certificate
         Principal Balance of the Class CE Certificates, until the Certificate
         Principal Balance thereof has been reduced to zero; and

                  (vi) to the Holders of the Residual 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 Residual
         Certificates.

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

                  (A) concurrently, to each Class of Class A Certificates, the
         related Cap Amount, in each case up to a maximum amount equal to the
         related Net WAC Rate Carryover Amount for such Distribution Date;

                  (B) sequentially, to the Class M-1, Class M-2, Class M-3,
         Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class
         M-10, Class M-11, Class M-12, Class M-13 and Class M-14 Certificates,
         in that order, the related Cap Amount, in each case up to a maximum
         amount equal to the related Net WAC Rate Carryover Amount for such
         Distribution Date;

                  (C) concurrently, to each Class of Class A Certificates, the
         related Net WAC Rate Carryover Amount remaining undistributed pursuant
         to clause (A) above, on a PRO RATA basis based on such respective
         remaining Net WAC Rate Carryover Amounts; and


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                  (D) sequentially, to the Class M-1, Class M-2, Class M-3,
         Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class
         M-10, Class M-11, Class M-12, Class M-13 and Class M-14 Certificates,
         in that order, the related Net WAC Rate Carryover Amount remaining
         undistributed pursuant to clause (B) above.

                  (b) On each Distribution Date, the Trustee 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.

                  Following the foregoing distributions, an amount equal to the
amount of Subsequent Recoveries shall be applied to increase the Certificate
Principal Balance of the Class of Certificates with the Highest Priority up to
the extent of such Realized Losses previously allocated to that Class of
Certificates pursuant to Section 4.04. An amount equal to the amount of any
remaining Subsequent Recoveries shall be applied to increase the Certificate
Principal Balance of the Class of Certificates with the next Highest Priority,
up to the amount of such Realized Losses previously allocated to that Class of
Certificates pursuant to Section 4.04. Holders of such Certificates will not be
entitled to any distribution in respect of interest on the amount of such
increases for any Interest Accrual Period preceding the Distribution Date on
which such increase occurs. Any such increases shall be applied to the
Certificate Principal Balance of each Certificate of such Class in accordance
with its respective Percentage Interest.

                  (c) All distributions made with respect to each Class of
Certificates on each Distribution Date shall be allocated PRO RATA among the
outstanding Certificates in such Class based on their respective Percentage
Interests. Distributions 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 Trustee in writing at least
five Business Days prior to the Record Date immediately prior to such
Distribution Date and is the registered owner of Certificates having an initial
aggregate Certificate Principal Balance or Notional Amount that is in excess of
the lesser of (i) $5,000,000 or (ii) two-thirds of the initial Certificate
Principal Balance or Notional Amount of such Class of Certificates, or otherwise
by check mailed by first class mail to the address of such Holder appearing in
the Certificate Register. The final distribution on each Certificate will be
made in like manner, but only upon presentment and surrender of such Certificate
at the Corporate Trust Office of the Trustee or such other location specified in
the notice to Certificateholders of such final distribution.

                  Each distribution with respect to a Book-Entry Certificate
shall be paid to the Depository, as Holder thereof, and the Depository shall be
responsible for crediting the amount of such distribution to the accounts of its
Depository Participants in accordance with its normal procedures. Each
Depository Participant shall be responsible for disbursing such distribution to


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the Certificate Owners that it represents and to each indirect participating
brokerage firm (a "brokerage firm" or "indirect participating firm") for which
it acts as agent. Each brokerage firm shall be responsible for disbursing funds
to the Certificate Owners that it represents. None of the Trustee, the 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 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
Trustee expects that the final distribution with respect to any Class of
Certificates will be made on the next Distribution Date, the Trustee 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
Trustee), mail to each Holder on such date of such Class of Certificates a
notice to the effect that:

                  (i) the Trustee 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 Trustee 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 Trustee 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 Trustee 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 Trustee 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 Trustee 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 Trustee as a result of such Certificateholder's
failure to surrender its Certificate(s) for final payment thereof in accordance
with this Section 4.01(e). Any such amounts held in trust by the Trustee shall
be


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held in an Eligible Account and the Trustee may direct any depository
institution maintaining such account to invest the funds in one or more
Permitted Investments. All income and gain realized from the investment of funds
deposited in such accounts held in trust by the Trustee shall be for the benefit
of the Trustee; provided, however, that the Trustee shall deposit in such
account the amount of any loss of principal incurred in respect of any such
Permitted Investment made with funds in such accounts immediately upon the
realization of such loss.

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

                  SECTION 4.02. Statements to Certificateholders.

                  On each Distribution Date, the Trustee shall prepare and make
available via its website to each Holder of the Regular Certificates, 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 and such other customary information as
         the Trustee deems necessary or desirable, or which a Certificateholder
         reasonably requests, to enable Certificateholders to prepare their tax
         returns;

                  (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 and the number and aggregate
         Stated Principal Balance of all Subsequent Mortgage Loans added during
         the Funding Period;


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                  (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;

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

                  (ix) [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 and the aggregate amount of Subsequent Recoveries received during
         the related Prepayment Period and the cumulative amount of Subsequent
         Recoveries received 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 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;


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                  (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) [reserved];

                  (xxi) the respective Pass-Through Rates applicable to the
         Class A Certificates, the Mezzanine Certificates, 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 the Mezzanine Certificates, if any, for such
         Distribution Date and the amount remaining unpaid after reimbursements
         therefor on such Distribution Date;

                  (xxiii) whether a Trigger Event is in effect;

                  (xxiv) payments, if any, made under the Cap Contracts;

                  (xxv) (A) the amount of payments received related to claims
         under the PMI Policy during the related Prepayment Period (and the
         number of Mortgage Loans to which such payments related) and (B) the
         cumulative amount of payments received related to claims under the PMI
         Policy since the Closing Date (and the number of Mortgage Loans to
         which such payments related);

                  (xxvi) (A) the dollar amount of claims made under the PMI
         Policy that were denied during the related Prepayment Period (and the
         number of Mortgage Loans to which such denials related) and (B) the
         dollar amount of the cumulative claims made under the PMI Policy that
         were denied since the Closing Date (and the number of Mortgage Loans to
         which such denials related);

                  (xxvii) the amount on deposit in the Pre-Funding Accounts; and

                  (xxviii) for the distribution occurring on the Distribution
         Date immediately following the end of the Funding Period, the balance
         on deposit in the Group I Pre-Funding Account and/or the Group II
         Pre-Funding Account that has not been used to purchase Subsequent Group
         I Mortgage Loans and/or Subsequent Group II Mortgage


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         Loans, as applicable, and that is being distributed to the related
         Class A Certificates as a mandatory distribution of principal, if any,
         on such Distribution Date.

                  The Trustee will make such statement (and, at its option, any
additional files containing the same information in an alternative format)
available each month to Certificateholders and the Rating Agencies via the
Trustee's internet website. The Trustee's internet website shall initially be
located at "www.ctslink.com". Assistance in using the website can be obtained by
calling the Trustee's customer service desk at (301) 815-6600. Parties that are
unable to use the above distribution option are entitled to have a paper copy
mailed to them via first class mail by calling the customer service desk and
indicating such. The Trustee shall have the right to change the way such
statements are distributed in order to make such distribution more convenient
and/or more accessible to the above parties and the Trustee shall provide timely
and adequate notification to all above parties regarding any such changes. As a
condition to access the Trustee's internet website, the Trustee may require
registration and the acceptance of a disclaimer. The Trustee will not be liable
for the dissemination of information in accordance with this Agreement. The
Trustee shall also be entitled to rely on but shall not be responsible for the
content or accuracy of any information provided by third parties for purposes of
preparing the distribution date statement and may affix thereto any disclaimer
it deems appropriate in its reasonable discretion (without suggesting liability
on the part of any other party thereto).

                  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 Trustee shall furnish 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 Trustee shall be deemed to have been
satisfied to the extent that substantially comparable information shall be
provided by the Trustee 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 Trustee shall furnish 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.

                  The Trustee shall, upon request, furnish to each
Certificateholder, during the term of this Agreement, such periodic, special, or
other reports or information, whether or not provided for herein, as shall be
reasonable with respect to the Certificateholder, or otherwise with respect to
the purposes of this Agreement, all such reports or information to be provided
at the expense of the Certificateholder in accordance with such reasonable and
explicit instructions and directions as the Certificateholder may provide. For
purposes of this Section 4.02, the Trustee's duties are limited to the extent
that the Trustee receives timely reports as required from the Servicer.


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                  On each Distribution Date the Trustee 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 Trustee and Bloomberg.

                  SECTION 4.03. Remittance Reports; Advances.

                  (a) On the second Business Day following each Determination
Date but in no event later than the 20th day of each month (or if such 20th day
is not a Business Day, the preceding Business Day), the Servicer shall deliver
to the Trustee by telecopy or electronic mail (or by such other means as the
Servicer and the Trustee may agree from time to time) a Remittance Report with
respect to the related Distribution Date. On the same date, the Servicer shall
forward to the Trustee by overnight mail a computer readable magnetic tape or
electronically transmit (in a format acceptable to the Trustee) a data file
containing the information set forth in such Remittance Report with respect to
the related Distribution Date. Such Remittance Report will include (i) 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 and (ii) such other information with respect
to the Mortgage Loans as the Trustee may reasonably require to perform the
calculations necessary to make the distributions contemplated by Section 4.01
and to prepare the statements to Certificateholders contemplated by Section
4.02. The Trustee shall not be responsible to recompute, recalculate or verify
any information provided to it by the Servicer.

                  (b) The amount of Advances to be made by the Servicer for any
Distribution Date shall equal, subject to Section 4.03(d), the sum of (i) the
aggregate amount of Monthly Payments (with each interest portion thereof net of
the related Servicing Fee), due on the related Due Date in respect of the
Mortgage Loans, which Monthly Payments were delinquent as of the close of
business on the related Determination Date and (ii) with respect to each REO
Property, which REO Property was acquired during or prior to the related
Prepayment Period and as to which REO Property an REO Disposition did not occur
during the related Prepayment Period, an amount equal to the excess, if any, of
the REO Imputed Interest on such REO Property for the most recently ended
calendar month, over the net income from such REO Property transferred to the
Distribution Account pursuant to Section 3.23 for distribution on such
Distribution Date. 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 the such Balloon Mortgage
Loan.

                  By 1:00 p.m. New York time on the Servicer Remittance Date,
the Servicer shall remit in immediately available funds to the Trustee 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 and REO Properties
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
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


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combination of (i) and (ii) aggregating the total amount of Advances to be made
by the Servicer with respect to the Mortgage Loans and REO Properties. Any
amounts held for future distribution and so used shall be appropriately
reflected in the 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 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
Trustee will provide notice to the Servicer by telecopy by the close of business
on the third Business Day prior to the Distribution Date in the event that the
amount remitted by the Servicer to the Trustee 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 an Officers' Certificate
of the Servicer delivered to the Depositor and the Trustee.

                  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 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 Trustee 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.


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                  (b) All Realized Losses on the Mortgage Loans shall be
allocated by the Trustee on each Distribution Date as follows: first, to the
Accrued Certificate Interest for the Class CE Certificates for the related
Interest Accrual Period; second, to the Class CE Certificates, until the
Certificate Principal Balance thereof has been reduced to zero; third, to the
Class M-14 Certificates until the Certificate Principal Balance thereof has been
reduced to zero; fourth, to the Class M-13 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero; fifth, to the Class M-12
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero; sixth, to the Class M-11 Certificates, until the Certificate Principal
Balance thereof has been reduced to zero, seventh, to the Class M-10
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero, eighth, to the Class M-9 Certificates, until the Certificate Principal
Balance thereof has been reduced to zero, ninth, to the Class M-8 Certificates
until the Certificate Principal Balance thereof has been reduced to zero; tenth,
to the Class M-7 Certificates, until the Certificate Principal Balance thereof
has been reduced to zero; eleventh, to the Class M-6 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero; twelfth, to the
Class M-5 Certificates, until the Certificate Principal Balance thereof has been
reduced to zero, thirteenth, to the Class M-4 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero, fourteenth, to
the Class M-3 Certificates, until the Certificate Principal Balance thereof has
been reduced to zero, fifteenth, to the Class M-2 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero, sixteenth, to
the Class M-1 Certificates, until the Certificate Principal Balance thereof has
been reduced to zero and seventeenth, to the extent of a Realized Loss on a
Group I Mortgage Loan, to the Class A-1B 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
or Class A-1B Certificate on any Distribution Date shall be made by reducing the
Certificate Principal Balance thereof by the amount so allocated and any
allocation of Realized Losses to a Class CE Certificates shall be made by
reducing the amount otherwise payable in respect thereof pursuant to Section
4.01(a)(4). No allocations of any Realized Losses shall be made to the
Certificate Principal Balances of the Class A Certificates (other than the Class
A-1B 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


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Certificates hereunder will be allocated among the Certificates of such Class
in proportion to the Percentage Interests evidenced thereby.

                  (c) All Realized Losses on the Group I Mortgage Loans shall be
allocated by the Trustee on each Distribution Date to the REMIC I Regular
Interest I-LT1 and REMIC I Regular Interest I-LT1PF until the Uncertificated
Balance of each such REMIC I Regular Interest has been reduced to zero; provided
however, with respect to the first Distribution Date, all Realized Losses on the
Initial Group I Mortgage Loans shall be allocated to REMIC I Regular Interest
I-LT1 until the Uncertificated Balance of each such REMIC I Regular Interest has
been reduced to zero, and all Realized Losses on the Subsequent Group I Mortgage
Loans shall be allocated to REMIC I Regular Interest I-LT1PF until the
Uncertificated Balance thereof has been reduced to zero. All Realized Losses on
the Group II Mortgage Loans shall be allocated by the Trustee on each
Distribution Date to the REMIC I Regular Interest I-LT2 and REMIC I Regular
Interest I-LT2PF until the Uncertificated Balance of each such REMIC I Regular
Interest has been reduced to zero; provided however, with respect to the first
Distribution Date, all Realized Losses on the Initial Group II Mortgage Loans
shall be allocated to REMIC I Regular Interest I-LT2 until the Uncertificated
Balance of each such REMIC I Regular Interest has been reduced to zero, and all
Realized Losses on the Subsequent Group II Mortgage Loans shall be allocated to
REMIC I Regular Interest I-LT2PF until the Uncertificated Balance thereof has
been reduced to zero.

                  The REMIC I Marker Percentage of all Realized Losses on the
Mortgage Loans shall be allocated by the Trustee on each Distribution Date to
the following REMIC II Regular Interests in the specified percentages, as
follows: first, to Uncertificated Interest payable to the REMIC II Regular
Interest II-LTAA and REMIC II Regular Interest II-LTZZ up to an aggregate amount
equal to the REMIC II Interest Loss Allocation Amount, 98% and 2%, respectively;
second, to the Uncertificated Balances of the REMIC II Regular Interest II-LTAA
and REMIC II Regular Interest II-LTZZ up to an aggregate amount equal to the
REMIC II Principal Loss Allocation Amount, 98% and 2%, respectively; third, to
the Uncertificated Balances of REMIC II Regular Interest II-LTAA, REMIC II
Regular Interest II-LTM14 and REMIC II Regular Interest II-LTZZ, 98%, 1% and 1%,
respectively, until the Uncertificated Balance of REMIC II Regular Interest
II-LTM146 has been reduced to zero; fourth, to the Uncertificated Balances of
REMIC II Regular Interest II-LTAA, REMIC II Regular Interest II-LTM13 and REMIC
II Regular Interest II-LTZZ, 98%, 1% and 1%, respectively, until the
Uncertificated Balance of REMIC II Regular Interest II-LTM13 has been reduced to
zero; fifth to the Uncertificated Balances of REMIC II Regular Interest II-LTAA,
REMIC II Regular Interest II-LTM12 and REMIC II Regular Interest II-LTZZ, 98%,
1% and 1%, respectively, until the Uncertificated Balance of REMIC II Regular
Interest II-LTM12 has been reduced to zero; sixth to the Uncertificated Balances
of REMIC II Regular Interest II-LTAA, REMIC II Regular Interest II-LTM11 and
REMIC II Regular Interest II-LTZZ, 98%, 1% and 1%, respectively, until the
Uncertificated Balance of REMIC II Regular Interest II-LTM11 has been reduced to
zero; seventh to the Uncertificated Balances of REMIC II Regular Interest
II-LTAA, REMIC II Regular Interest II-LTM10 and REMIC II Regular Interest
II-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance of REMIC
II Regular Interest II-LTM10 has been reduced to zero; eighth, to the
Uncertificated Balances of REMIC II Regular Interest II-LTAA,


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REMIC II Regular Interest II-LTM9 and REMIC II Regular Interest II-LTZZ, 98%, 1%
and 1%, respectively, until the Uncertificated Balance of REMIC II Regular
Interest II-LTM9 has been reduced to zero; ninth, to the Uncertificated Balances
of REMIC II Regular Interest II-LTAA, REMIC II Regular Interest II-LTM8 and
REMIC II Regular Interest II-LTZZ, 98%, 1% and 1%, respectively, until the
Uncertificated Balance of REMIC II Regular Interest II-LTM8 has been reduced to
zero; tenth, to the Uncertificated Balances of REMIC II Regular Interest
II-LTAA, REMIC II Regular Interest II-LTM7 and REMIC II Regular Interest
II-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance of REMIC
II Regular Interest II-LTM7 has been reduced to zero; eleventh, to the
Uncertificated Balances of REMIC II Regular Interest II-LTAA, REMIC II Regular
Interest II-LTM6 and REMIC II Regular Interest II-LTZZ, 98%, 1% and 1%,
respectively, until the Uncertificated Balance of REMIC II Regular Interest
II-LTM6 has been reduced to zero; twelfth, to the Uncertificated Balances of
REMIC II Regular Interest II-LTAA, REMIC II Regular Interest II-LTM5 and REMIC
II Regular Interest II-LTZZ, 98%, 1% and 1%, respectively, until the
Uncertificated Balance of REMIC II Regular Interest II-LTM5 has been reduced to
zero; thirteenth, to the Uncertificated Balances of REMIC II Regular Interest
II-LTAA, REMIC II Regular Interest II-LTM4 and REMIC II Regular Interest
II-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance of REMIC
II Regular Interest II-LTM4 has been reduced to zero; fourteenth, to the
Uncertificated Balances of REMIC II Regular Interest II-LTAA, REMIC II Regular
Interest II-LTM3 and REMIC II Regular Interest II-LTZZ, 98%, 1% and 1%,
respectively, until the Uncertificated Balance of REMIC II Regular Interest
II-LTM3 has been reduced to zero; fifteenth, to the Uncertificated Balances of
REMIC II Regular Interest II-LTAA, REMIC II Regular Interest II-LTM2 and REMIC
II Regular Interest II-LTZZ, 98%, 1% and 1%, respectively, until the
Uncertificated Balance of REMIC II Regular Interest II-LTM2 has been reduced to
zero; sixteenth, to the Uncertificated Balances of REMIC II Regular Interest
II-LTAA, REMIC II Regular Interest II-LTM1 and REMIC II Regular Interest
II-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance of REMIC
II Regular Interest II-LTM1 has been reduced to zero and seventeenth, to the
extent of a Realized Loss on a Group I Mortgage Loan, to the Uncertificated
Balances of REMIC II Regular Interest II-LTAA, REMIC II Regular Interest
II-LTA1B and REMIC II Regular Interest II-LTZZ, 98%, 1% and 1%, respectively,
until the Uncertificated Balance of REMIC II Regular Interest II-LTA1B has been
reduced to zero.

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


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                  SECTION 4.05. Compliance with Withholding Requirements

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

                  SECTION 4.06. Exchange Commission; Additional Information.

                  (a) The Trustee 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
Trustee 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, other than the Trustee,
acceptable to the Securities and Exchange Commission to sign) and the Trustee
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 Trustee 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 Trustee 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 Trustee, shall be responsible
for executing each Form 10-K filed on behalf of the Trust.

                  (b) Each Form 8-K shall be filed by the Trustee within 15 days
after each Distribution Date, with a copy of the statement to the
Certificateholders for such Distribution Date as an exhibit thereto. 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 Trustee shall file a Form 10-K, in substance as required by applicable law
or applicable Security and Exchange Commission staff's interpretations. 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 Trustee. If they are not so timely delivered, the Trustee shall file an
amended Form 10-K including such documents as exhibits reasonably promptly after
they are delivered to the Trustee. The Trustee shall have no liability with
respect to any failure to properly prepare or file such periodic reports
resulting from or relating to (a) the Trustee's inability or failure to obtain
any information not resulting from its own negligence or willful misconduct or
(b) any inaccuracy in such periodic reports resulting from incorrect information
provided to the Trustee by the Servicer in a Remittance Report or otherwise. The
Form 10-K shall also include a certification in the form attached hereto as
Exhibit I-1 (the "Certification"), which shall be signed by the senior officer
of the Depositor in charge of securitization.


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                  (c) In addition, the Trustee shall sign a certification (in
the form attached hereto as Exhibit I-2) for the benefit of the Depositor and
its officers, directors and Affiliates regarding certain aspects of the
Certification (the "Trustee Certification") (provided, however, that the Trustee
shall not undertake an analysis of the accountant's report attached as an
exhibit to the Form 10-K), and the Servicer shall sign a certification in the
form attached hereto as Exhibit I-3) for the benefit of the Depositor, the
Trustee 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 18th of
each year (or if such day is not a Business Day, the immediately preceding
Business Day), the Trustee's certification shall be delivered to the Depositor
by no later than March 19th of each year and the Depositor shall deliver the
Certification to the Trustee for filing no later than March 25th of each year
(or if such day is not a Business Day, the immediately preceding Business Day).

                  In addition, (i) the Trustee 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 or based upon (a) the failure of the Trustee to timely deliver the Trustee
Certification or (b) any material misstatement in the Trustee Certification and
(ii) the Servicer shall indemnify and hold harmless the Depositor, the Trustee
and their respective officers, directors and Affiliates from and against any
actual losses, damages, penalties, fines, forfeitures, reasonable and necessary
legal fees and related costs, judgments and other costs and expenses arising out
of or based upon (a) the failure of the Servicer to timely deliver the Servicer
Certification or (b) any material misstatement in the Servicer Certification and
(iii) the Depositor shall indemnify and hold harmless the Trustee and the
Servicer and its officers, directors and Affiliates from and against any losses,
damages, penalties, fines, forfeitures, reasonable and necessary legal fees and
related costs, judgments and other costs and expenses arising out of or based
upon a breach of the Depositor's obligations under this Section 4.06 or the
Depositor's negligence, bad faith or willful misconduct in connection therewith.
If the indemnification provided for herein is unavailable or insufficient to
hold harmless the Depositor, the Trustee or the Servicer, as applicable, then
the Depositor (in connection with a breach of its obligations under this Section
4.06 or its negligence, bad faith or willful misconduct in connection therewith)
or the Trustee or the Servicer (in connection with a breach of its respective
obligations under this Section 4.06(c)), agrees that it shall contribute to the
amount paid or payable by the other party as a result of the losses, claims,
damages or liabilities of the other party in such proportion as is appropriate
to reflect the relative fault and the relative benefit of the Depositor, the
Trustee and the Servicer.

                  (d) Upon any filing with the Securities and Exchange
Commission, the Trustee 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 Trustee
is able to do so under applicable law, the Trustee shall file a Form 15
Suspension Notification with respect to the Trust Fund.


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                  (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 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. Any such amendment may result in the reduction of the reports
filed by the Depositor under the Exchange Act. Notwithstanding the foregoing,
the Trustee shall not be obligated to enter into any amendment pursuant to this
Section that adversely affects its obligations and immunities under this
Agreement.

                  SECTION 4.07. Pre-Funding Accounts.

                  (a) No later than the Closing Date, the Trustee shall
establish and maintain two segregated trust accounts that are each Eligible
Accounts, which shall be titled "Group I Pre-Funding Account, Wells Fargo Bank,
N.A., as trustee for the registered holders of Citigroup Mortgage Loan Trust,
Series 2004-OPT1, Asset Backed Pass-Through Certificates" (the "Group I
Pre-Funding Account") and "Group II Pre-Funding Account, Wells Fargo Bank, N.A.,
as trustee for the registered holders of Citigroup Mortgage Loan Trust, Series
2004-OPT1, Asset Backed Pass-Through Certificates" (the "Group II Pre-Funding
Account"). The Trustee shall, promptly upon receipt, deposit in the applicable
Pre-Funding Account and retain therein the Original Group I Pre-Funded Amount
and the Original Group II Pre-Funded Amount, as applicable, remitted on the
Closing Date to the Trustee by the Depositor. Funds deposited in the Pre-Funding
Accounts shall be held in trust by the Trustee for the Certificateholders for
the uses and purposes set forth herein.

                  (b) The Trustee will invest funds deposited in the Pre-Funding
Accounts as directed by the Depositor in Permitted Investments with a maturity
date (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 Trustee or an Affiliate manages or advises
such investment, (ii) no later than the date on which such funds are required to
be withdrawn from such account pursuant to this Agreement, if the Trustee or an
Affiliate manages or advises such investment or (iii) within one Business Day of
the Trustee's receipt thereof. For federal income tax purposes, the Depositor
shall be the owner of the Pre-Funding Accounts and shall report all items of
income, deduction, gain or loss arising therefrom. All income and gain realized
from investment of funds deposited in the Pre-Funding Accounts shall be
transferred to the Depositor. The Depositor shall deposit in the Pre-Funding
Accounts the amount of any net loss incurred in respect of any such Permitted
Investment immediately upon realization of such loss without any right of
reimbursement therefor. At no time will the Pre-Funding Accounts be assets of
any REMIC created hereunder.

                  (c) Amounts on deposit in the Pre-Funding Accounts shall be
withdrawn by the Trustee as follows:

                  (i) On any Subsequent Transfer Date, the Trustee shall
         withdraw from the Group I Pre-Funding Account or the Group II
         Pre-Funding Account, as applicable, an amount equal to 100% of the
         Stated Principal Balances of the Subsequent Group I


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Mortgage Loans or the Subsequent Group II Mortgage Loans, as applicable,
transferred and assigned to the Trustee for deposit in the Mortgage Pool on such
Subsequent Transfer Date and pay such amount to or upon the order of the
Depositor upon satisfaction of the conditions set forth in Section 2.08 with
respect to such transfer and assignment;

                  (ii) If the amount on deposit in the Pre-Funding Accounts
         (exclusive of any investment income therein) has not been reduced to
         zero during the Funding Period, on the day immediately following the
         termination of the Funding Period, the Trustee shall deposit into the
         Distribution Account any amounts remaining in the Pre-Funding Accounts
         (exclusive of any investment income therein) for distribution in
         accordance with the terms hereof;

                  (iii) To withdraw any amount not required to be deposited in
         the Pre-Funding Accounts or deposited therein in error; and

                  (iv) To clear and terminate the Pre-Funding Accounts upon the
         earlier to occur of (A) the Distribution Date immediately following the
         end of the Funding Period and (B) the termination of this Agreement,
         with any amounts remaining on deposit therein being paid to the Holders
         of the Certificates then entitled to distributions in respect of
         principal.

                  Withdrawals pursuant to clauses (i), (ii) and (iii) shall be
treated as contributions of cash to REMIC 1 on the date of withdrawal.


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                                   ARTICLE V

                                THE CERTIFICATES

                  SECTION 5.01. The Certificates.

                  (a) The Certificates in the aggregate will represent the
entire beneficial ownership interest in the Mortgage Loans and all other assets
included in REMIC I.

                  The Certificates will be substantially in the forms annexed
hereto as Exhibits A-1 through A-21. 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 Trustee to or upon the written order of the
Depositor. The Certificates shall be executed by manual or facsimile signature
on behalf of the Trustee by an authorized signatory. Certificates bearing the
manual or facsimile signatures of individuals who were at any time the proper
officers of the Trustee shall bind the Trustee 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 Trustee 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 Trustee 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 Trustee 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 Trustee is not the


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Book-Entry Custodian, the Trustee, 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 Trustee resigns or is removed in accordance with the terms
hereof, the successor Trustee or, if it so elects, the Depository shall
immediately succeed to its predecessor's duties as Book-Entry Custodian. The
Depositor shall have the right to inspect, and to obtain copies of, any
Certificates held as Book-Entry Certificates by the Book-Entry Custodian.

                  The Trustee, the 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 Trustee 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 Trustee in writing that
the Depository is no longer willing or able to properly discharge its
responsibilities as Depository, and (B) the Depositor is unable to locate a
qualified successor or (ii) after the occurrence of a Servicer Event of Default,
Certificate Owners representing in the aggregate not less than 51% of the
Ownership Interests of the Book-Entry Certificates advise the Trustee 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
Trustee 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 Trustee 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 Trustee shall cause the Definitive Certificates to
be issued. Such Definitive Certificates will be issued in minimum denominations
of $25,000, except that any beneficial ownership that was represented by a
Book-Entry Certificate in an amount less than $25,000 immediately prior to the
issuance of a Definitive Certificate shall be issued in a minimum denomination
equal to the amount represented by such Book-Entry Certificate. None of the
Depositor, the Servicer 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 Trustee, to the extent applicable with respect to such Definitive
Certificates, and the Trustee shall recognize the Holders of the Definitive
Certificates as Certificateholders hereunder.


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                  SECTION 5.02. Registration of Transfer and Exchange of
                                Certificates.

                  (a) The Trustee shall cause to be kept at one of the offices
or agencies to be appointed by the Trustee 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 Trustee shall provide for
the registration of Certificates and of transfers and exchanges of Certificates
as herein provided.

                  (b) No transfer of any Class M-14 Certificate,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 Trustee shall require receipt of: (i) if
such transfer is purportedly being made in reliance upon Rule 144A under the
1933 Act, written certifications from the Certificateholder desiring to effect
the transfer and from such Certificateholder's prospective transferee,
substantially in the forms attached hereto as Exhibit F-1; and (ii) in all other
cases, an Opinion of Counsel satisfactory to it that such transfer may be made
without such registration (which Opinion of Counsel shall not be an expense of
the Trust Fund or of the Depositor, the Trustee, the Servicer in its capacity as
such or any Sub-Servicer), together with copies of the written certification(s)
of the Certificateholder desiring to effect the transfer and/or such
Certificateholder's prospective transferee upon which such Opinion of Counsel is
based, if any. None of the Depositor 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 Depositor and the Servicer
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such federal and state laws.

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

                  (c) No transfer of a Private Certificate or any interest
therein shall be made to any Plan subject to ERISA or Section 4975 of the Code,
any Person acting, directly or indirectly, on behalf of any such Plan or any
Person acquiring such Certificates with "Plan Assets" of a Plan within the
meaning of the Department of Labor regulation promulgated at 29 C. F. R. ss.
2510.3-101 ("Plan Assets"), as certified by such transferee in the form of
Exhibit G, unless (i) in the case of a Class CE Certificate, a Class P
Certificate or Residual Certificate, the Trustee is provided with an Opinion of
Counsel on which the Depositor, the Trustee and the Servicer may rely, to the
effect that the purchase of such Certificates is permissible under ERISA and the
Code, will not constitute or result in any non-exempt prohibited transaction
under ERISA or Section 4975 of the


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<PAGE>


Code and will not subject the Depositor, the
Servicer, the Trustee 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 or the Trust
Fund or (ii) in the case of a Class M-14 Certificate, (1) it is an insurance
company, (2) the source of funds used to acquire or hold the certificate or
interest therein is an "insurance company general account," as such term is
defined in Prohibited Transaction Class Exemption ("PTCE") 95-60 and (3) the
conditions in Sections I and III of PTCE 95-60 have been satisfied. Neither an
Opinion of Counsel nor any certification 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 Trustee shall be entitled to conclusively rely
upon a representation (which, upon the request of the Trustee, shall be a
written representation) from the Depositor of the status of such transferee as
an affiliate of the Depositor.

                  Each beneficial owner of a Mezzanine Certificate (other than a
Class M-14 Certificate) or any interest therein shall be deemed to have
represented, by virtue of its acquisition or holding of that certificate or
interest therein, that either (i) it is not a Plan investor, (ii) it has
acquired and is holding such Mezzanine Certificate in reliance on the
Underwriters' Exemption, and that it understands that there are certain
conditions to the availability of the Underwriters' Exemption, including that
such Mezzanine Certificate must be rated, at the time of purchase, not lower
than "BBB-" (or its equivalent) by Fitch, S&P or Moody's and the Certificates
are so rated or (iii) (1) it is an insurance company, (2) the source of funds
used to acquire or hold the certificate or interest therein is an "insurance
company general account," as such term is defined in PTCE 95-60, and (3) the
conditions in Sections I and III of PTCE 95-60 have been satisfied.

                  If any Private Certificate or Mezzanine Certificate or any
interest therein is acquired or held in violation of the provisions of the 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 and the Trust Fund
from and against any and all liabilities, claims, costs or expenses incurred by
those parties as a result of that acquisition or holding.

                  (d) (i) Each Person who has or who acquires any Ownership
Interest in a Residual Certificate shall be deemed by the acceptance or
acquisition of such Ownership Interest to have agreed to be bound by the
following provisions and to have irrevocably authorized the Trustee 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:


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                  (A) Each Person holding or acquiring any Ownership Interest in
         a Residual Certificate shall be a Permitted Transferee and shall
         promptly notify the Trustee 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 Trustee 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 Trustee,
         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 Trustee 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 Trustee 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 Trustee written notice that it is a
         "pass-through interest holder" within the meaning of temporary Treasury
         regulation Section 1.67-3T(a)(2)(i)(A) immediately upon acquiring an
         Ownership Interest in a Residual Certificate, if it is, or is holding
         an Ownership Interest in a Residual Certificate on behalf of, a
         "pass-through interest holder."

                  (ii) The Trustee 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 Trustee as a condition to such registration. In
         addition, no Transfer of a Residual Certificate shall be made unless
         the Trustee 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


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         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 Trustee 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 Trustee 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
         Trustee on such terms as the Trustee may choose. Such purported
         Transferee shall promptly endorse and deliver each Residual Certificate
         in accordance with the instructions of the Trustee. Such purchaser may
         be the Trustee itself or any Affiliate of the Trustee. The proceeds of
         such sale, net of the commissions (which may include commissions
         payable to the Trustee or its Affiliates), expenses and taxes due, if
         any, will be remitted by the Trustee 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 Trustee, and the Trustee 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 Trustee shall make available to the Internal Revenue
         Service and those Persons specified by the REMIC Provisions all
         information necessary to compute any tax imposed (A) as a result of the
         Transfer of an Ownership Interest in a Residual Certificate to any
         Person who is a Disqualified Organization, including the information
         described in Treasury regulations sections 1.860D-1(b)(5) and
         1.860E-2(a)(5) with respect to the "excess inclusions" of such Residual
         Certificate and (B) as a result of any regulated investment company,
         real estate investment trust, common trust fund, partnership, trust,
         estate or organization described in Section 1381 of the Code that holds
         an Ownership Interest in a Residual Certificate having as among its
         record holders at any time any Person which is a Disqualified
         Organization. Reasonable compensation for providing such information
         may be accepted by the Trustee.

                  (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 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, to the effect that such modification of, addition to or
         elimination of such provisions will


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<PAGE>


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

                  (g) No service charge to the Certificateholders shall be made
         for any transfer or exchange of Certificates, but the Trustee 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 Trustee in accordance with its
         customary procedures.

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

                  If (i) any mutilated Certificate is surrendered to the
Trustee, or the Trustee receives evidence to its satisfaction of the
destruction, loss or theft of any Certificate, and (ii) there is delivered to
the Trustee such security or indemnity as may be required by it to save it
harmless, then, in the absence of actual knowledge by the Trustee that such
Certificate has been acquired by a bona fide purchaser, the Trustee shall
execute, authenticate and deliver in


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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 Trustee 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 Trustee) 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 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 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
Trustee 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 Trustee, the Depositor promptly shall inform the
Trustee of such event and shall deliver to the Trustee ten copies of the private
placement memorandum or disclosure document, as revised, amended or
supplemented. The Trustee 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, a Certificate Owner or any Person identified to the
Trustee as a prospective transferee of a Certificate, originals or copies of the
following items: (i) in the case of a Holder, a Certificate Owner 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 Trustee; 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 since the Closing Date pursuant to Section 10.01(h), (D) any and all
Officers' Certificates delivered to the Trustee by the Servicer since the
Closing 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 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 Trustee upon request at the expense of the
Person requesting the same.


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                                   ARTICLE VI

                         THE DEPOSITOR AND THE SERVICER

                  SECTION 6.01. Liability of the Depositor and the Servicer.

                  The 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
corporation under the laws of the jurisdiction of its incorporation. 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.

                  (a) The Servicer (except the Trustee if it is required to
succeed the Servicer hereunder) indemnifies and holds the each Certificateholder
harmless against any and all claims, losses, penalties, fines, forfeitures,
reasonable legal fees and related costs, judgments, and any other costs, fees
and expenses that any Certificateholder may sustain in any way related to the
failure of the Servicer to perform its duties and service the Mortgage Loans in
compliance with the terms of this Agreement. The Servicer shall immediately
notify each Certificateholder if a claim is made that may result in such claims,
losses, penalties, fines, forfeitures, legal fees or related costs, judgments,
or any other costs, fees and expenses, and the Servicer shall assume


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(with the consent of the Trustee) the defense of any such claim and pay all
expenses in connection therewith, including reasonable counsel fees, and
promptly pay, discharge and satisfy any judgment or decree which may be entered
against the Certificateholder in respect of such claim. The provisions of this
Section 6.03 shall survive the termination of this Agreement and the payment of
the outstanding Certificates.

                  (b) 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 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 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 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;
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, the legal
expenses and costs of such action and any liability resulting therefrom (except
any loss, liability or expense incurred by reason of willful misfeasance, bad
faith or negligence in the performance of duties hereunder or by reason of
reckless disregard of obligations and duties hereunder) shall be expenses, costs
and liabilities of the Trust Fund, and the Depositor 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) Subject to the provisions of Section 7.01 and Section
6.02, the Servicer shall not resign from the obligations and duties hereby
imposed on it except (i) upon determination that the performance of its
obligations or duties hereunder are no longer permissible under applicable law
or are in material conflict by reason of applicable law with any other
activities carried on by it or its subsidiaries or Affiliates, the other
activities of the Servicer


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so causing such a conflict being of a type and nature carried on by the Servicer
or its subsidiaries or Affiliates at the date of this Agreement or (ii) upon
satisfaction of the following conditions: (a) the Servicer has proposed a
successor servicer to the Trustee in writing and such proposed successor
servicer is reasonably acceptable to the Depositor and (b) each Rating Agency
shall have delivered a letter to the Trustee prior to the appointment of the
successor servicer stating that the proposed appointment of such successor
servicer as Servicer hereunder will not result in the reduction or withdrawal of
the then current rating of the Certificates; provided, however, that no such
resignation by the Servicer shall become effective until such successor servicer
or, in the case of (i) above, the Trustee shall have assumed the Servicer's
responsibilities and obligations hereunder or the Trustee shall have designated,
a successor servicer in accordance with Section 7.02. Any such resignation shall
not relieve the Servicer of responsibility for any of the obligations specified
in Sections 7.01 and 7.02 as obligations that survive the resignation or
termination of the Servicer. Any such determination permitting the resignation
of the Servicer pursuant to clause (i) above shall be evidenced by an Opinion of
Counsel to such effect delivered to the Trustee.]

                  (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 3.06 hereof, no Sub-Servicer shall be a third-party
beneficiary hereunder and the parties hereto shall not be required to recognize
any Sub-Servicer as an indemnitee under this Agreement.

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

                  The Servicer shall afford (and any Sub-Servicing Agreement
shall provide that each Sub-Servicer shall afford) the Depositor 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 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 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 or (ii) pursuant to any law, rule,
regulation, order, judgment, writ, injunction or decree of any court or
governmental authority having jurisdiction over the Depositor and the Trustee or
the Trust Fund, and in any case, the Depositor or the Trustee as the case may
be, shall use its best efforts to assure the confidentiality of any such
disseminated non-public information. The Depositor may, but is not obligated to,


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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.


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                                  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 Trustee 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 one 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 Depositor or the Trustee (in which
         case notice shall be provided by telecopy), or to the Servicer, the
         Depositor and the Trustee by the Holders of Certificates entitled to at
         least 25% of the Voting Rights; or

                  (ii) any failure on the part of the Servicer duly to observe
         or perform in any material respect any other of the covenants or
         agreements on the part of the Servicer contained in this Agreement, or
         the breach by the Servicer of any representation and warranty contained
         in Section 2.05, 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 Trustee, or to the Servicer, the
         Depositor and the Trustee by the Holders of Certificates entitled to at
         least 25% of the Voting Rights and (ii) actual knowledge of such
         failure by a Servicing Officer; or

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


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<PAGE>


                  (v) the Servicer shall admit in writing its inability to pay
         its debts generally as they become due, file a petition to take
         advantage of any applicable insolvency or reorganization statute, make
         an assignment for the benefit of its creditors, or voluntarily suspend
         payment of its obligations; or

                  (vi) any failure of the Servicer to make any Advance on any
         Servicer Remittance Date required to be made from its own funds
         pursuant to Section 4.03 which continues unremedied until 12:00 p.m.
         New York time on the Business Day immediately following the Servicer
         Remittance Date.

                  If a Servicer Event of Default described in clauses (i)
through (v) of this Section shall occur, then, and in each and every such case,
so long as such Servicer Event of Default shall not have been remedied, the
Trustee may, and at the written direction of the Holders of Certificates
entitled to at least 51% of Voting Rights, the Trustee shall, by notice in
writing to the Servicer and to the Depositor, terminate all of the rights and
obligations of the Servicer in its capacity as Servicer under this Agreement, to
the extent permitted by law, in and to the Mortgage Loans and the proceeds
thereof. If a Servicer Event of Default described in clause (vi) hereof shall
occur, the Trustee shall, by notice in writing to the Servicer, terminate all of
the rights and obligations of the Servicer in its capacity as Servicer under
this Agreement in and to the Mortgage Loans and the proceeds thereof and the
Trustee as successor Servicer, or another successor servicer appointed in
accordance with Section 7.02, shall immediately make such Advance. 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 Trustee pursuant to and under this Section,
and, without limitation, the Trustee 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 Trustee 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 Trustee 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 Trustee 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, Servicing
Advances or otherwise, and shall continue to be entitled to the benefits of
Section 6.03, notwithstanding any such termination, with respect to events
occurring prior to such termination). For purposes of this Section 7.01, the
Trustee shall not be deemed to have knowledge of a Servicer Event of Default
unless a Responsible Officer of the Trustee assigned to and working in the
Trustee's Corporate


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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 Trustee and
such notice references the Certificates, the Trust Fund or this Agreement.

                  SECTION 7.02. Trustee to Act; Appointment of Successor.

                  (a) (1) On and after the time the Servicer receives a notice
of termination, 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 Trustee (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 Trustee is prohibited by law or
regulation from obligating itself to make advances regarding delinquent mortgage
loans, then the Trustee 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 Trustee as
successor to the Servicer hereunder. It is understood and acknowledged by the
parties hereto that there will be a period of transition (not to exceed 90 days)
before the transition of servicing obligations is fully effective. As
compensation therefor, the Trustee 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 Trustee 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 Trustee 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.

                  All Servicing Transfer Costs shall be paid by the predecessor
Servicer upon presentation of reasonable documentation of such costs (provided,
that if the Trustee is the predecessor Servicer by reason of this Section 7.02,
such costs shall be paid by the Servicer preceding the Trustee as successor
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 Trustee (in which case the successor Servicer or the Trustee, 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 Trustee may make such
arrangements for the compensation of such successor out of


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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 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 Trustee shall act in such capacity as
hereinabove provided.

                  Any successor to the Servicer, including the Trustee, shall
during the term of its service as servicer continue to service and administer
the Mortgage Loans for the benefit of Certificateholders, and maintain in force
a policy or policies of insurance covering errors and omissions in the
performance of its obligations as Servicer hereunder and a fidelity bond in
respect of its officers, employees and agents to the same extent as the Servicer
is so required pursuant to Section 3.14

                  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 Trustee shall give prompt written notice thereof to
Certificateholders at their respective addresses appearing in the Certificate
Register.

                  (b) Not later than the later of 60 days after the occurrence
of any event, which constitutes or which, with notice or lapse of time or both,
would constitute a Servicer Event of Default or five days after a Responsible
Officer of the Trustee becomes aware of the occurrence of such an event, the
Trustee shall transmit by mail to all Holders of Certificates notice of each
such occurrence, unless such default or 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.


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                                  ARTICLE VIII

                             CONCERNING THE TRUSTEE

                  SECTION 8.01. Duties of Trustee.

                  The Trustee 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,
the Trustee 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 enumerated in
this Agreement shall not be construed as a duty.

                  The Trustee 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.

                  No provision of this Agreement shall be construed to relieve
the Trustee 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 the Trustee shall be
         determined solely by the express provisions of this Agreement, the
         Trustee 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, and in the absence of bad faith on the part of the Trustee,
         the Trustee 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 that conform to the
         requirements of this Agreement;

                  (ii) The Trustee shall not 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) The Trustee shall not be personally liable with respect
         to any action taken, suffered or omitted to be taken by it in good
         faith in accordance with the direction of the Holders of Certificates
         entitled to at least 25% of the Voting Rights relating to the time,
         method and place of conducting any proceeding for any remedy available
         to it or exercising any trust or power conferred upon it under this
         Agreement.


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                  SECTION 8.02. Certain Matters Affecting the Trustee.

                  (a) Except as otherwise provided in Section 8.01:

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

                  (ii) The Trustee 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) The Trustee shall not 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
         reasonable security or indemnity against the costs, expenses and
         liabilities which may be incurred therein or thereby; nothing contained
         herein shall, however, relieve the Trustee of the obligation, upon the
         occurrence of a Servicer Event of Default (which has not been cured or
         waived), to exercise such of the rights and powers vested in it by this
         Agreement, and to use the same degree of care and skill in their
         exercise as a prudent person would exercise or use under the
         circumstances in the conduct of such person's own affairs;

                  (iv) The Trustee shall not 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, the Trustee shall not 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, of the costs, expenses
         or liabilities likely to be incurred by it in the making of such
         investigation is, in the opinion of the Trustee, not reasonably assured
         to the Trustee, by such Certificateholders, the Trustee may require
         reasonable indemnity against such expense, or liability from such
         Certificateholders as a condition to taking any such action;

                  (vi) The Trustee may execute any of the trusts or powers
         hereunder or perform any duties hereunder either directly or by or
         through agents or attorneys; and


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                  (vii) The Trustee shall not be personally liable for any loss
         resulting from the investment of funds held in the Collection Account
         at the direction of the Servicer pursuant to Section 3.12.

                  (b) All rights of action under this Agreement or under any of
the Certificates, enforceable by the Trustee, may be enforced by it without the
possession of any of the Certificates, or the production thereof at the trial or
other proceeding relating thereto, and any such suit, action or proceeding
instituted by the Trustee shall be brought in its name for the benefit of all
the Holders of such Certificates, subject to the provisions of this Agreement.

                  (c) The Trustee is hereby directed by the Depositor to execute
and deliver the Cap Contracts on behalf of the Trust Fund in the form presented
to it by the Depositor.

                  SECTION 8.03. Trustee not Liable for Certificates or Mortgage
                                Loans.

                  The recitals contained herein and in the Certificates (other
than the signature of the Trustee, the authentication of the Trustee on the
Certificates, the acknowledgments of the Trustee contained in Article II and the
representations and warranties of the Trustee in Section 8.12) shall be taken as
the statements of the Depositor and the Trustee shall not assume any
responsibility for their correctness. The Trustee shall not make any
representations or warranties as to the validity or sufficiency of this
Agreement (other than as specifically set forth in Section 8.12) or of the
Certificates (other than the signature of the Trustee, and authentication of the
Trustee on the Certificates) or of any Mortgage Loan or related document. The
Trustee shall not 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 any funds held by or on behalf of the Trustee in
accordance with Section 3.10.

                  SECTION 8.04. Trustee May Own Certificates.

                  The Trustee in its individual capacity or any other capacity
may become the owner or pledgee of Certificates with the same rights it would
have if it were not the Trustee.

                  SECTION 8.05. Trustee's Fees and Expenses.

                  The Trustee shall be entitled to withdraw from the
Distribution Account, pursuant to Section 3.11(b), on each Distribution Date and
pay to itself the Trustee Fee. The Trustee and 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 arising out of or 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 any breach of the Servicer's obligations in connection with this Agreement,
(ii) that constitutes a specific liability


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of the Trustee pursuant to Section 10.01(g) or (iii) any loss, liability or
expense incurred by reason of willful misfeasance, bad faith or negligence in
the performance of duties hereunder or by reason of reckless disregard of
obligations and duties hereunder as a result of a breach of the Trustee's
obligations under Article X hereof. The Servicer agrees to indemnify the
Trustee, from, and hold it harmless against, any loss, liability or expense
arising in respect of any breach by the Servicer of its obligations in
connection with this Agreement. Such indemnity shall survive the termination or
discharge of this Agreement and the resignation or removal of the Trustee. Any
payment hereunder made by the Servicer to the Trustee shall be from the
Servicer's own funds, without reimbursement from REMIC I therefor.
Notwithstanding anything herein to the contrary, the Trustee shall be reimbursed
from the Trust Fund for all Servicing Transfer Costs without regard to the
annual limitation.

                  SECTION 8.06. Eligibility Requirements for Trustee.

                  The Trustee hereunder shall at all times be a corporation or
an association (other than the Depositor, the Originator, 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 (or a member of a bank holding company whose capital and
surplus is 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 conditions so published. In case at any time the Trustee shall
cease to be eligible in accordance with the provisions of this Section, the
Trustee shall resign immediately in the manner and with the effect specified in
Section 8.07.

                  SECTION 8.07. Resignation and Removal of the Trustee.

                  The Trustee may at any time resign and be discharged from the
trust hereby created by giving written notice thereof to the Depositor, the
Servicer and to the Certificateholders. Upon receiving such notice of
resignation, the Depositor shall promptly appoint a successor trustee by written
instrument, in duplicate, which instrument shall be delivered to the resigning
Trustee and to the successor trustee. A copy of such instrument shall be
delivered to the Certificateholders, the Trustee and the Servicer by the
Depositor. If no successor trustee shall have been so appointed and have
accepted appointment within 30 days after the giving of such notice of
resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor trustee.

                  If at any time the Trustee 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 if at any time the Trustee shall
become incapable of acting, or shall be adjudged bankrupt or insolvent, or a
receiver of the Trustee or of its property shall be appointed, or any public
officer shall take charge or control of the Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation, then the
Depositor may remove the and appoint a


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successor trustee by written instrument, in duplicate, which instrument shall be
delivered to the Trustee so removed and to the successor trustee. A copy of such
instrument shall be delivered to the Certificateholders, the Trustee and the
Servicer by the Depositor.

                  The Holders of Certificates entitled to at least 51% of the
Voting Rights may at any time remove the Trustee and appoint a successor trustee
by written instrument or instruments, in triplicate, signed by such Holders or
their attorneys-in-fact duly authorized, one complete set of which instruments
shall be delivered to the Depositor, one complete set to the Trustee 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.

                  Any resignation or removal of the Trustee and appointment of a
successor trustee, pursuant to any of the provisions of this Section shall not
become effective until acceptance of appointment by the successor trustee as
provided in Section 8.08. Notwithstanding the foregoing, in the event the
Trustee is unable to continue to perform its obligations pursuant to the terms
of this Agreement prior to the appointment of a successor, the Trustee shall be
obligated to perform such obligations until a new trustee is appointed. Such
performance shall be without prejudice to any claim by a party hereto or
beneficiary hereof resulting from the Trustee's breach of its obligations
hereunder.

                  SECTION 8.08. Successor Trustee.

                  Any successor trustee appointed as provided in Section 8.07
shall execute, acknowledge and deliver to the Depositor and its predecessor
trustee an instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the predecessor trustee shall become effective and
such successor trustee, 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
herein. The predecessor trustee shall deliver to the successor trustee 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 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 all such rights, powers, duties and
obligations.

                  No successor trustee shall accept appointment as provided in
this Section unless at the time of such acceptance such successor trustee shall
be eligible under the provisions of Section 8.06 and the appointment of such
successor trustee shall not result in a downgrading of any Class of Certificates
by any Rating Agency, as evidenced by a letter from each Rating Agency.

                  Upon acceptance of appointment by a successor trustee, as
provided in this Section, the Depositor shall mail notice of the succession of
such trustee hereunder to all Holders of Certificates at their addresses as
shown in the Certificate Register. If the Depositor fails to mail such notice
within 10 days after acceptance of appointment by the successor trustee, the
successor trustee shall cause such notice to be mailed at the expense of the
Depositor.


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                  SECTION 8.09. Merger or Consolidation of Trustee.

                  Any corporation or association into which either the Trustee
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 shall be a party, or any corporation or
association succeeding to the business of the Trustee shall be the successor of
the Trustee 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
Trustee 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 Trustee may consider necessary or desirable. No co-trustee or
separate trustee hereunder shall be required to meet the terms of eligibility as
a successor trustee under Section 8.06 hereunder and no notice to Holders of
Certificates of the appointment of co-trustee(s) or separate trustee(s) shall be
required under Section 8.08 hereof.

                  In the case of any appointment of a co-trustee or separate
trustee pursuant to this Section 8.10 all rights, powers, duties and obligations
conferred or imposed upon the Trustee shall be conferred or imposed upon and
exercised or performed by the Trustee and such separate trustee or co-trustee
jointly, except to the extent that under any law of any jurisdiction in which
any particular act or acts are to be performed by the Trustee (whether as
Trustee hereunder or as successor to a defaulting Servicer hereunder), the
Trustee shall be incompetent or unqualified to perform such act or acts, in
which event such rights, powers, duties and obligations (including the holding
of title to REMIC I or any portion thereof in any such jurisdiction) shall be
exercised and performed by such separate trustee or co-trustee at the direction
of the Trustee.

                  Any notice, request or other writing given to the Trustee
shall be deemed to have been given to each of the then separate trustees and
co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee or co-trustee shall refer to this Agreement and
the conditions of this Article VIII. Each separate trustee and co-trustee, upon
its acceptance of the trust conferred, shall be vested with the estates or
property specified in its instrument of appointment, either jointly with the
Trustee, or separately, as may be provided therein, subject to all the
provisions of this Agreement, specifically including every provision of this
Agreement relating to the conduct of, affecting the liability of, or affording
protection to, the Trustee. Every such instrument shall be filed with the
Trustee.

                  Any separate trustee or co-trustee may, at any time,
constitute the Trustee, its agent or attorney-in-fact, with full power and
authority, to the extent not prohibited by law, to do


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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 or
co-trustee.

                  SECTION 8.11. Appointment of Office or Agency.

                  The Trustee will appoint an office or agency in the City of
Minneapolis, Minnesota where the Certificates may be surrendered for
registration of transfer or exchange, and presented for final distribution, and
where notices and demands to or upon the Trustee in respect of the Certificates
and this Agreement may be served.

                  SECTION 8.12. Representations and Warranties.

                  The Trustee hereby represents and warrants to the Servicer and
the Depositor, as of the Closing Date, that:

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

                  (ii) The execution and delivery of this Agreement by it, and
         the performance and compliance with the terms of this Agreement by it,
         will not violate its articles of association or bylaws or constitute a
         default (or an event which, with notice or lapse of time, or both,
         would constitute a default) under, or result in the breach of, any
         material agreement or other instrument to which it is a party or which
         is applicable to it or any of its assets.

                  (iii) It has the full power and authority to enter into and
         consummate all transactions contemplated by this Agreement, has duly
         authorized the execution, delivery and performance of this Agreement,
         and has duly executed and delivered this Agreement.

                  (iv) This Agreement, assuming due authorization, execution and
         delivery by the other parties hereto, constitutes a valid, legal and
         binding obligation of it, enforceable against it in accordance with the
         terms hereof, subject to (A) applicable bankruptcy, insolvency,
         receivership, reorganization, moratorium and other laws affecting the
         enforcement of creditors' rights generally, and (B) general principles
         of equity, regardless of whether such enforcement is considered in a
         proceeding in equity or at law.

                  (v) It is not in violation of, and its execution and delivery
         of this Agreement and its performance and compliance with the terms of
         this Agreement will not constitute a violation of, any law, any order
         or decree of any court or arbiter, or any order, regulation or demand
         of any federal, state or local governmental or regulatory authority,
         which violation, in its good faith and reasonable judgment, is likely
         to affect materially and adversely either the ability of it to perform
         its obligations under this Agreement or its financial condition.


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                  (vi) No litigation is pending or, to the best of its
         knowledge, threatened against it, which would prohibit it from entering
         into this Agreement or, in its good faith reasonable judgment, is
         likely to materially and adversely affect either the ability of it to
         perform its obligations under this Agreement or its financial
         condition.


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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 and the
Trustee (other than the obligations of the Servicer to the Trustee pursuant to
Section 8.05 and of the Servicer to make remittances to the Trustee and the
Trustee to make payments in respect of the REMIC I Regular Interests and the
Classes of Certificates as hereinafter set forth) shall terminate upon payment
to the Certificateholders and the deposit of all amounts held by or on behalf of
the Trustee 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 aggregate fair market value of all of the assets of REMIC I
(as determined by the Terminator and the Trustee, as of the close of business on
the third Business Day next preceding the date upon which notice of any such
termination is furnished to Certificateholders pursuant to the third paragraph
of this Section 9.01) plus accrued and unpaid interest thereon at the weighted
average of the Mortgage Rates through the end of the Due Period preceding the
final Distribution Date plus unreimbursed Servicing Advances, Advances, any
unpaid Servicing Fees allocable to such Mortgage Loans and REO Properties and
any accrued and unpaid Net WAC Rate Carryover Amount; provided, however, such
option may only be exercised if the Termination Price is sufficient to pay all
interest accrued on, as well as amounts necessary to retire the principal
balance of, each class of notes issued pursuant to the Indenture.

                  (b) The majority Holder of the Class CE Certificates (so long
as such holder is not an affiliate of the Seller) or if such majority Holder
fails to exercise such right , the Servicer, shall have the right (the party
exercising such right, the "Terminator"), to purchase all of the Mortgage Loans
and each REO Property remaining in REMIC I pursuant to clause (i) of the
preceding paragraph no later than the Determination Date in the month
immediately preceding the Distribution Date on which the Certificates will be
retired; provided, however, that the Terminator may elect to purchase all of the
Mortgage Loans and each REO Property remaining in REMIC I pursuant to clause (i)
above only if the aggregate Stated Principal Balance of the Mortgage Loans and
each REO Property remaining in the Trust Fund at the time of such election is
reduced to less than 10% (in the case of the majority Holder of the Class CE
Certificates) or 5% (in the case of the Servicer) of the sum of (i) the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date
and (ii) the Original Pre-Funded Amounts. By


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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 Trustee by letter to Certificateholders mailed (a) in the
event such notice is given in connection with the purchase of the Mortgage Loans
and each REO Property 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 Trustee 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
Trustee. 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 Trustee 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 Trustee 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 Trustee 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 by the Terminator of
the making 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 Trustee 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


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<PAGE>


         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
         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 Trustee 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 Trustee to specify the 90-day liquidation period
for each Trust REMIC, which authorization shall be binding upon all successor
Certificateholders.


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<PAGE>


                                   ARTICLE X

                                REMIC PROVISIONS

                  SECTION 10.01. REMIC Administration.

                  (a) The Trustee 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 Trustee on Form 1066 or other appropriate federal
tax or information return or any appropriate state return for the taxable year
ending on the last day of the calendar year in which the Certificates are
issued. For the purposes of the REMIC election in respect of REMIC I, the REMIC
I Regular Interests shall be designated as the Regular Interests in REMIC I and
the Class R-I Interest shall be designated as the Residual Interest in REMIC I.
For the purposes of the REMIC election in respect of REMIC II, the REMIC II
Regular Interests 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 A Certificates, the Mezzanine Certificates, the Class CE Interest
and the Class P Interest shall be designated as the Regular Interests in REMIC
III and the Class R-III Interest shall be designated as the Residual Interest in
REMIC III. The Class CE Certificates shall be designated as the Regular
Interests in REMIC IV and the Class R-IV Interest shall be designated as the
Residual Interest in REMIC IV. The Class P Certificates shall be designated as
the Regular Interests in REMIC V and the Class R-V Interest shall be designated
as the Residual Interest in REMIC V. The Trustee shall not permit the creation
of any "interests" in any Trust REMIC (within the meaning of Section 860G of the
Code) other than the REMIC Regular Interests and the interests represented by
the Certificates.

                  (b) The Closing Date is hereby designated as the "Startup Day"
of each Trust REMIC within the meaning of Section 860G(a)(9) of the Code.

                  (c) The Trustee shall be reimbursed for 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
each Trust REMIC that involve the Internal Revenue Service or state tax
authorities), including the expense of obtaining any tax related Opinion of
Counsel required to be obtained hereunder. The Trustee, 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 each Class 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 the Trust REMICs created
hereunder. By their acceptance thereof, the holder of the largest Percentage
Interest of the Residual Certificates hereby agrees to irrevocably appoint the
Trustee or an Affiliate as its agent to perform all of the duties of the tax
matters person for the Trust Fund.

                  (d) The Trustee shall prepare, sign and file all of the Tax
Returns (including Form 8811, which must be filed within 30 days following the
Closing Date) in respect of each


                                      155
<PAGE>


Trust REMIC created hereunder. The expenses of preparing and filing such returns
shall be borne by the Trustee without any right of reimbursement therefor.

                  (e) The Trustee 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 Trustee 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 Trustee, within ten (10) days after the Closing
Date, all information or data that the Trustee 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 shall take such action and shall cause each
Trust REMIC created hereunder to take such action as shall be necessary to
create or maintain the status thereof as a REMIC under the REMIC Provisions. The
Trustee 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 (at the expense of the party seeking to take
such action but in no event at the expense of the Trustee) 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 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 will consult with the Trustee or its 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 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 Trustee may
consult with counsel to make


                                      156
<PAGE>


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. At all times as may be required by the Code, the
Trustee 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 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 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, (ii) 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, 2005, the Trustee shall deliver to each Rating Agency an Officer's
Certificate of the Trustee stating the Trustee's compliance with this Article X.

                  (i) The Trustee 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, neither the Servicer nor 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) Neither the Trustee nor 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.

                  SECTION 10.02. Prohibited Transactions and Activities.

                  None of the Depositor, the Servicer 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


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<PAGE>


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 (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) 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 and Trustee Indemnification.

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

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


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<PAGE>


                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

                  SECTION 11.01. Amendment.

                  This Agreement may be amended from time to time by the
Depositor, the Servicer and the Trustee without the consent of any of the
Certificateholders, (i) to cure any ambiguity or defect, (ii) to correct, modify
or supplement any provisions herein (including to give effect to the
expectations of Certificateholders), (iii) to amend the provisions of Section
4.06 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 adversely affect in any
material respect the interests of any Certificateholder or (b) written notice to
the Depositor, the Servicer and the Trustee from the Rating Agencies that such
action will not result in the reduction or withdrawal of the rating of any
outstanding Class of Certificates with respect to which it is a Rating Agency).
No amendment shall be deemed to adversely affect in any material respect the
interests of any Certificateholder who shall have consented thereto, and no
Opinion of Counsel or Rating Agency confirmation shall be required to address
the effect of any such amendment on any such consenting Certificateholder.
Notwithstanding the foregoing, neither an Opinion of Counsel nor written notice
to the Depositor, the Servicer 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 and the Trustee with the consent of the Holders of
Certificates entitled to at least 66% of the Voting Rights for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Agreement or of modifying in any manner the rights of the
Holders of Certificates; provided, however, that no such amendment shall (i)
reduce in any manner the amount of, or delay the timing of, payments received on
Mortgage Loans which are required to be distributed on any Certificate without
the consent of the Holder of such Certificate, (ii) adversely affect in any
material respect the interests of the Holders of any Class of Certificates (as
evidenced by either (i) an Opinion of Counsel delivered to the Trustee or (ii)
written notice to the Depositor, the Servicer and the Trustee from the Rating
Agencies that such action will not result in the reduction or withdrawal of the
rating of any outstanding Class of Certificates with respect to which it is a
Rating Agency) in a manner, other than as described in (i) 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, the
Trustee shall not consent to any amendment to this Agreement unless it shall
have first received an Opinion of Counsel to the effect that such amendment (i)
will not result in the imposition of any tax on any


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<PAGE>


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 Trustee
shall furnish a copy of such amendment to each Certificateholder.

                  It shall not be necessary for the consent of
Certificateholders under this Section 11.01 to approve the particular form of
any proposed amendment, but it shall be sufficient if such consent shall approve
the substance thereof. The manner of obtaining such consents and of evidencing
the authorization of the execution thereof by Certificateholders shall be
subject to such reasonable regulations as the Trustee 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.

                  The Trustee 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 Certificateholders accompanied by an Opinion of Counsel to the
effect that such recordation materially and beneficially affects the interests
of the Certificateholders.

                  For the purpose of facilitating the recordation of this
Agreement as herein provided and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which
counterparts shall be deemed to be an original, and such counterparts shall
constitute but one and the same instrument.

                  SECTION 11.03. Limitation on Rights of Certificateholders.

                  The death or incapacity of any Certificateholder shall not
operate to terminate this Agreement or the Trust Fund, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or to
take any action or proceeding in any court for a partition or winding up of the
Trust Fund, nor otherwise affect the rights, obligations and liabilities of the
parties hereto or any of them.

                  No Certificateholder shall have any right to vote (except as
expressly provided for herein) or in any manner otherwise control the operation
and management of the Trust Fund, or the obligations of the parties hereto, nor
shall anything herein set forth, or contained in the terms


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<PAGE>


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 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 to institute such action, suit or
proceeding in its own name as Trustee hereunder and shall have offered to the
Trustee such reasonable indemnity as it may require against the costs, expenses
and liabilities to be incurred therein or thereby, and the Trustee, for 15 days
after its receipt of such notice, request and offer of indemnity, shall have
neglected or refused to institute any such action, suit or proceeding. It is
understood and intended, and expressly covenanted by each Certificateholder with
every other Certificateholder and the Trustee, that no one or more Holders of
Certificates shall have any right in any manner whatsoever by virtue of any
provision of this Agreement to affect, disturb or prejudice the rights of the
Holders of any other of such Certificates, or to obtain or seek to obtain
priority over or preference to any other such Holder, or to enforce any right
under this Agreement, except in the manner herein provided and for the equal,
ratable and common benefit of all Certificateholders. For the protection and
enforcement of the provisions of this Section, each and every Certificateholder,
the Trustee shall be entitled to such relief as can be given either at law or in
equity.

                  SECTION 11.04. Governing Law.

                  This Agreement shall be construed in accordance with the laws
of the State of New York, 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
and the Trustee in writing by the Depositor, (b) in the case of the Servicer, 3
Ada, Irvine California 92618, Attention: Debbie Lonergan (telecopy number: (949)
790-7401), or such other address or telecopy number as may hereafter be
furnished to the Trustee and the Depositor in writing by the Servicer and (c) in
the case of the Trustee, Wells Fargo Bank, N.A., P.O. Box 98, Columbia, Maryland
21046, Attention: Client Manager--CMLTI 2004-OPT1, with a copy to Wells Fargo
Bank, N.A.., 9062 Old Annapolis Road, Columbia, Maryland 21045-1951, Attention:
CMLTI Series 2004-OPT1,


                                      161
<PAGE>


or such other address or telecopy number as may hereafter be furnished to the
Servicer, the and the Depositor in writing by the Trustee. Any notice required
or permitted to be given to a Certificateholder shall be given by first class
mail, postage prepaid, at the address of such Holder as shown in the Certificate
Register. Any notice so mailed within the time prescribed in this Agreement
shall be conclusively presumed to have been duly given when mailed, whether or
not the Certificateholder receives such notice. A copy of any notice required to
be telecopied hereunder also shall be mailed to the appropriate party in the
manner set forth above.

                  SECTION 11.06. Severability of Provisions.

                  If any one or more of the covenants, agreements, provisions or
terms of this Agreement shall be for any reason whatsoever held invalid, then
such covenants, agreements, provisions or terms shall be deemed severable from
the remaining covenants, agreements, provisions or terms of this Agreement and
shall in no way affect the validity or enforceability of the other provisions of
this Agreement or of the Certificates or the rights of the Holders thereof.

                  SECTION 11.07. Notice to Rating Agencies.

                  The Trustee shall use its best efforts promptly to provide
notice to the Rating Agencies 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 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

                  7. Any event that would result in the inability of the
         Trustee, as successor servicer, to make advances regarding delinquent
         Mortgage Loans.

                  In addition, the Trustee shall make available to each Rating
Agency copies of each report to Certificateholders described in Section 4.02 and
the Servicer shall promptly furnish to each Rating Agency 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.


                                      162
<PAGE>


                  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 and to Standard & Poor's Ratings Services, a division of
the McGraw-Hill Companies, Inc., 55 Water 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 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.


                                      163
<PAGE>


                  IN WITNESS WHEREOF, the Depositor, the Servicer 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/ A. Randall Appleyard
                                 ----------------------------------
                              Name:      A. Randall Appleyard
                              Title:     Vice President



                              OPTION ONE MORTGAGE CORPORATION, as
                              Servicer


                              By:    /s/ David S. Wells
                                 -----------------------------------
                              Name:      David S. Wells
                              Title:     Vice President



                              WELLS FARGO BANK, N.A., as Trustee


                              By:    /s/ Stacey Taylor
                                 -----------------------------------
                              Name:      Stacey Taylor
                              Title:     Assistant Vice President


<PAGE>


STATE OF _____________   )
                         ) ss.:
COUNTY OF ____________   )

                  On the __th day of September 2004, before me, a notary public
in and for said State, personally appeared Susan Mills, known to me to be a
_____________ of Citigroup Mortgage Loan Trust Inc., one of the corporations
that executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.

                  IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.

                                             ________________________
                                             Notary Public


[Notarial Seal]


<PAGE>


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

                  On the ____ day of September 2004, before me, a notary public
in and for said State, personally appeared _____________________, known to me to
be __________________ of Option One Mortgage Corporation, 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 September 2004, before me, a notary public
in and for said State, personally appeared _______________, known to me to be a
______________ of Wells Fargo Bank, N.A., one of the 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>

                                   EXHIBIT A-1

                         FORM OF CLASS A-1A CERTIFICATE

      UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
      THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
      TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
      AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
      SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
      (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
      REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE,
      OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
      INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
      HEREIN.

      SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
      "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
      THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
      INTERNAL REVENUE CODE OF 1986 (THE "CODE").


Series 2004-OPT1                          Aggregate Certificate    Principal
                                          Balance of    the    Class    A-1A
Pass-Through Rate: Variable               Certificates as of the Issue Date:
                                          $974,885,000.00
Cut-off  Date and date of Pooling
and Servicing Agreement:                  Denomination: $974,885,000.00
September 1, 2004
                                          Servicer:  Option One Mortgage
First  Distribution  Date: October 25,    Corporation
2004
                                          Trustee: Wells Fargo Bank, N.A.
No. 1
                                          Issue Date: September 2, 2004

                                          CUSIP: 17307G JE 9

      DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
      CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
      OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
      THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS CERTIFICATE.


<PAGE>


                      ASSET BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a portion of a Trust Fund (the
"Trust Fund") consisting primarily of a pool of conventional one- to
four-family, fixed-rate and adjustable-rate, first lien and second lien mortgage
loans (the "Mortgage Loans") formed and sold by

                       CITIGROUP MORTGAGE LOAN TRUST INC.

      THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
      CITIGROUP MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUSTEE OR ANY OF
      THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
      MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE
      UNITED STATES.

            This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class A-1A Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class A-1A Certificates in REMIC II created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Citigroup
Mortgage Loan Trust Inc. (hereinafter called the "Depositor," which term
includes any successor entity under the Agreement), the Servicer and the
Trustee, a summary of certain of the pertinent provisions of which is set forth
hereafter. To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class A-1A Certificates on such Distribution
Date pursuant to the Agreement.

            All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trustee in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Trustee for that purpose as provided in the
Agreement.

            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


                                      A-1-2
<PAGE>

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 Trustee, and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer and the Trustee
with the consent of the Holders of Certificates entitled to at least 66% of the
Voting Rights. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee as provided in the
Agreement, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Trustee duly
executed by, the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange
of Certificates, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
with any transfer or exchange of Certificates.

            The Depositor, the Servicer, the Trustee and any agent of the
Depositor, the Servicer or the Trustee may treat the Person in whose name this
Certificate is registered as the


                                     A-1-3
<PAGE>


owner hereof for all purposes, and none of the Depositor, the Servicer, the
Trustee nor any such agent shall be affected by notice to the contrary.

            The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in REMIC I and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from REMIC I of all
the Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The Agreement permits, but does not require, the party designated in the
Agreement to purchase from REMIC I all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Loans at the time of purchase being less than
10% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date.

            The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.

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


                                     A-1-4
<PAGE>


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

Dated: September ___, 2004

                                    WELLS FARGO BANK, N.A., as Trustee


                                    By:______________________________
                                          Authorized Officer


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

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


                                    WELLS FARGO BANK, N.A., as Trustee


                                    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:

TEN COM - as tenants in common            UNIF GIFT MIN ACT - Custodian

TEN ENT - as tenants by the entireties         (Cust) (Minor) under
                                               Uniform Gifts to Minors Act

JT TEN - as joint tenants with                       _____________
      right of survivorship and not as                  (State)
      tenants in common


      Additional abbreviations may also be used though not in the above list.


                                   ASSIGNMENT
                                  -----------

            FOR VALUE RECEIVED, the undersigned hereby sell(s),  assign(s) and
transfer(s) unto _____________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

      I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
______________________________________________________________________________.
______________________________________________________________________________.

Dated:

                                    _______________________________________
                                    Signature by or on behalf of assignor


                                    _______________________________________
                                    Signature Guaranteed





                                     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 A-1B CERTIFICATE

      UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
      THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
      TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
      AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
      SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
      (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
      REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE,
      OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
      INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
      HEREIN.

      SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
      "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
      THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
      INTERNAL REVENUE CODE OF 1986 (THE "CODE").


Series 2004-OPT1                        Aggregate Certificate Principal
                                        Balance of the Class A-1B
Pass-Through Rate: Variable             Certificates as of the Issue Date:
                                        $108,321,000.00
Cut-off Date and date of Pooling and
Servicing Agreement: September 1, 2004  Denomination: $108,321,000.00

First Distribution Date: October 25,    Servicer: Option One Mortgage
2004                                    Corporation

No. 1                                   Trustee: Wells Fargo Bank, N.A.

                                        Issue Date: September 2, 2004

                                        CUSIP: 17307G JF 6


      DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
      CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
      OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
      THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS CERTIFICATE.


<PAGE>
                      ASSET BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a portion of a Trust Fund (the
"Trust Fund") consisting primarily of a pool of conventional one- to
four-family, fixed-rate and adjustable-rate, first lien and second lien mortgage
loans (the "Mortgage Loans") formed and sold by

                       CITIGROUP MORTGAGE LOAN TRUST INC.

      THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
      CITIGROUP MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUSTEE OR ANY OF
      THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
      MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE
      UNITED STATES.

            This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class A-1B Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class A-1B Certificates in REMIC II created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Citigroup
Mortgage Loan Trust Inc. (hereinafter called the "Depositor," which term
includes any successor entity under the Agreement), the Servicer and the
Trustee, a summary of certain of the pertinent provisions of which is set forth
hereafter. To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class A-1B Certificates on such Distribution
Date pursuant to the Agreement.

            All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trustee in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Trustee for that purpose as provided in the
Agreement.

            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


                                     A-2-2
<PAGE>


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 Trustee, and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer and the Trustee
with the consent of the Holders of Certificates entitled to at least 66% of the
Voting Rights. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee as provided in the
Agreement, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Trustee duly
executed by, the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange
of Certificates, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
with any transfer or exchange of Certificates.

            The Depositor, the Servicer, the Trustee and any agent of the
Depositor, the Servicer or the Trustee may treat the Person in whose name this
Certificate is registered as the


                                     A-2-3
<PAGE>


owner hereof for all purposes, and none of the Depositor, the Servicer, the
Trustee nor any such agent shall be affected by notice to the contrary.

            The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in REMIC I and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from REMIC I of all
the Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The Agreement permits, but does not require, the party designated in the
Agreement to purchase from REMIC I all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Loans at the time of purchase being less than
10% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date.

            The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.

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




                                     A-2-4
<PAGE>



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

Dated: September ___, 2004

                                    WELLS FARGO BANK, N.A., as Trustee


                                    By:______________________________
                                          Authorized Officer


                          CERTIFICATE OF AUTHENTICATION

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


                                    WELLS FARGO BANK, N.A., as Trustee


                                    By:______________________________
                                          Authorized Signatory





                                     A-2-5
<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:

TEN COM - as tenants in common                UNIF GIFT MIN ACT - Custodian

TEN ENT - as tenants by the entireties           (Cust) (Minor) under
                                                 Uniform Gifts to Minors Act

JT TEN - as joint tenants with                       _____________
      right of survivorship and not as                  (State)
      tenants in common

      Additional abbreviations may also be used though not in the above list.


                                   ASSIGNMENT
                                  -----------

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s)  unto ___________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

      I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
_____________________________________________________________________________
_____________________________________________________________________________

Dated:

                                    _____________________________________
                                    Signature by or on behalf of assignor


                                    _____________________________________
                                    Signature Guaranteed





                                     A-2-6
<PAGE>


                            DISTRIBUTION INSTRUCTIONS

      The assignee should include the following for purposes of distribution:

      Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to ___________________________________________________________
______________________________________________________________________for the
account of _______________________________, account number __________________,
or, if mailed by check, to__________________________________________________
_____________________________________________________________________________.

      Applicable statements should be mailed to ______________________________.
This information is provided by __________________________________________, the
assignee named above, or _______________________________________, as its agent.





                                     A-2-7
<PAGE>


                                   EXHIBIT A-3

                          FORM OF CLASS A-2 CERTIFICATE

      UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
      THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
      TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
      AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
      SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
      (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
      REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE,
      OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
      INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
      HEREIN.

      SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
      "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
      THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
      INTERNAL REVENUE CODE OF 1986 (THE "CODE").

Series 2004-OPT1                        Aggregate Certificate Principal
                                        Balance of the Class A-2 Certificates
Pass-Through Rate: Variable             as of the Issue Date:
                                        $285,291,000.00
Cut-off Date and date of Pooling and
Servicing Agreement: September 1, 2004  Denomination: $285,291,000.00

First Distribution Date: October 25,    Servicer: Option One Mortgage
2004                                    Corporation

No. 1                                   Trustee: Wells Fargo Bank, N.A.

                                        Issue Date: September 2, 2004

                                        CUSIP: 17307G JG 4

      DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
      CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
      OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
      THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS CERTIFICATE.


<PAGE>


                      ASSET BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a portion of a Trust Fund (the
"Trust Fund") consisting primarily of a pool of conventional one- to
four-family, fixed-rate and adjustable-rate, first lien and second lien mortgage
loans (the "Mortgage Loans") formed and sold by

                       CITIGROUP MORTGAGE LOAN TRUST INC.

      THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
      CITIGROUP MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUSTEE OR ANY OF
      THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
      MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE
      UNITED STATES.

            This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class A-2 Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class A-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 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-2 Certificates on such Distribution
Date pursuant to the Agreement.

            All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trustee in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Trustee for that purpose as provided in the
Agreement.

            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


                                     A-3-2
<PAGE>


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 Trustee, and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer and the Trustee
with the consent of the Holders of Certificates entitled to at least 66% of the
Voting Rights. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee as provided in the
Agreement, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Trustee duly
executed by, the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange
of Certificates, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
with any transfer or exchange of Certificates.

            The Depositor, the Servicer, the Trustee and any agent of the
Depositor, the Servicer or the Trustee may treat the Person in whose name this
Certificate is registered as the


                                     A-3-3
<PAGE>

owner hereof for all purposes, and none of the Depositor, the Servicer, the
Trustee nor any such agent shall be affected by notice to the contrary.

            The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in REMIC I and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from REMIC I of all
the Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The Agreement permits, but does not require, the party designated in the
Agreement to purchase from REMIC I all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Loans at the time of purchase being less than
10% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date.

            The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.

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




                                     A-3-4
<PAGE>


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

Dated: September ___, 2004

                                    WELLS FARGO BANK, N.A., as Trustee


                                    By:______________________________
                                          Authorized Officer


                          CERTIFICATE OF AUTHENTICATION

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


                                    WELLS FARGO BANK, N.A., as Trustee


                                    By:______________________________
                                          Authorized Signatory





                                     A-3-5
<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:

TEN COM - as tenants in common               UNIF GIFT MIN ACT - Custodian

TEN ENT - as tenants by the entireties            (Cust) (Minor) under
                                                  Uniform Gifts to Minors Act
JT TEN - as joint tenants with                       _____________
      right of survivorship and not as                   (State)
      tenants in common


      Additional abbreviations may also be used though not in the above list.


                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s),  assign(s) and
transfer(s) ___________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

      I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
_______________________________________________________________________________
______________________________________________________________________________.

Dated:

                                    _____________________________________
                                    Signature by or on behalf of assignor


                                    _____________________________________
                                    Signature Guaranteed





                                     A-3-6
<PAGE>


                            DISTRIBUTION INSTRUCTIONS

      The assignee should include the following for purposes of distribution:

      Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to ___________________________________________________________
______________________________________________________________________for the
account of _______________________________, account number __________________,
or, if mailed by check, to__________________________________________________
_____________________________________________________________________________.

      Applicable statements should be mailed to ______________________________.
This information is provided by __________________________________________, the
assignee named above, or _______________________________________, as its agent.






                                     A-3-7
<PAGE>


                                   EXHIBIT A-4

                          FORM OF CLASS M-1 CERTIFICATE

      UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
      THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
      TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
      AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
      SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
      (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
      REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE,
      OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
      INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
      HEREIN.

      SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
      "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
      THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
      INTERNAL REVENUE CODE OF 1986 (THE "CODE").

      THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES TO THE EXTENT
      DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


Series 2004-OPT1                        Aggregate Certificate Principal
                                        Balance of the Class M-1 Certificates
Pass-Through Rate: Variable             as of the Issue Date: $28,681,000.00

Cut-off Date and date of Pooling and    Denomination: $28,681,000.00
Servicing Agreement: September 1, 2004
                                        Servicer: Option One Mortgage
First Distribution Date: October 25,    Corporation
2004
                                        Trustee: Wells Fargo Bank, N.A.
No. 1
                                        Issue Date: September 2, 2004

                                        CUSIP: 17307G JH 2

      DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
      CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
      OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
      THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS CERTIFICATE.



<PAGE>


                      ASSET BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a portion of a Trust Fund (the
"Trust Fund") consisting primarily of a pool of conventional one- to
four-family, fixed-rate and adjustable-rate, first lien and second lien mortgage
loans (the "Mortgage Loans") formed and sold by

                       CITIGROUP MORTGAGE LOAN TRUST INC.

      THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
      CITIGROUP MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUSTEE OR ANY OF
      THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
      MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE
      UNITED STATES.

            This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class M-1 Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class M-1 Certificates in REMIC II created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Citigroup
Mortgage Loan Trust Inc. (hereinafter called the "Depositor," which term
includes any successor entity under the Agreement), the Servicer and the
Trustee, a summary of certain of the pertinent provisions of which is set forth
hereafter. To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class M-1 Certificates on such Distribution
Date pursuant to the Agreement.

            All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trustee in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Trustee for that purpose as provided in the
Agreement.

            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


                                     A-4-2
<PAGE>


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 Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer and the Trustee
with the consent of the Holders of Certificates entitled to at least 66% of the
Voting Rights. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee as provided in the
Agreement, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Trustee duly
executed by, the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange
of Certificates, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
with any transfer or exchange of Certificates.

            The Depositor, the Servicer, the Trustee and any agent of the
Depositor, the Servicer or the Trustee may treat the Person in whose name this
Certificate is registered as the


                                     A-4-3
<PAGE>


owner hereof for all purposes, and none of the Depositor, the Servicer, the
Trustee nor any such agent shall be affected by notice to the contrary.

            The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in REMIC I and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from REMIC I of all
the Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The Agreement permits, but does not require, the party designated in the
Agreement to purchase from REMIC I all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Loans at the time of purchase being less than
10% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date.

            The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.

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




                                     A-4-4
<PAGE>


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

Dated: September ___, 2004

                                    WELLS FARGO BANK, N.A., as Trustee


                                    By:______________________________
                                          Authorized Officer


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

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


                                    WELLS FARGO BANK, N.A., as Trustee


                                    By:______________________________
                                          Authorized Signatory





                                     A-4-5
<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:

TEN COM - as tenants in common               UNIF GIFT MIN ACT - Custodian

TEN ENT - as tenants by the entireties         (Cust) (Minor) under
                                               Uniform Gifts to Minors Act
JT TEN - as joint tenants with                       _____________
      right of survivorship and not as                  (State)
      tenants in common

      Additional abbreviations may also be used though not in the above list.


                                   ASSIGNMENT
                                  ------------

            FOR VALUE RECEIVED, the undersigned hereby sell(s),  assign(s) and
transfer(s) ___________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

      I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
_______________________________________________________________________________
______________________________________________________________________________.

Dated:

                                    _____________________________________
                                    Signature by or on behalf of assignor


                                    _____________________________________
                                    Signature Guaranteed





                                     A-4-6
<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-4-7
<PAGE>




                                   EXHIBIT A-5

                          FORM OF CLASS M-2 CERTIFICATE

      UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
      THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
      TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
      AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
      SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
      (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
      REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE,
      OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
      INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
      HEREIN.

      SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
      "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
      THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
      INTERNAL REVENUE CODE OF 1986 (THE "CODE").

      THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES AND THE CLASS
      M-1 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
      AGREEMENT REFERRED TO HEREIN.


Series 2004-OPT1                        Aggregate Certificate Principal
                                        Balance of the Class M-2 Certificates
Pass-Through Rate: Variable             as of the Issue Date: $26,223,000.00

Cut-off Date and date of Pooling and    Denomination: $26,223,000.00
Servicing Agreement: September 1, 2004
                                        Servicer: Option One Mortgage
First Distribution Date: October 25,    Corporation
2004
                                        Trustee: Wells Fargo Bank, N.A.
No. 1
                                        Issue Date: September 2, 2004

                                        CUSIP: 17307G JJ 8

      DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
      CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
      OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
      THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS CERTIFICATE.



<PAGE>


                      ASSET BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a portion of a Trust Fund (the
"Trust Fund") consisting primarily of a pool of conventional one- to
four-family, fixed-rate and adjustable-rate, first lien and second lien mortgage
loans (the "Mortgage Loans") formed and sold by

                       CITIGROUP MORTGAGE LOAN TRUST INC.

      THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
      CITIGROUP MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUSTEE OR ANY OF
      THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
      MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE
      UNITED STATES.

            This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class M-2 Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class M-2 Certificates in REMIC II created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Citigroup
Mortgage Loan Trust Inc. (hereinafter called the "Depositor," which term
includes any successor entity under the Agreement), the Servicer and the
Trustee, a summary of certain of the pertinent provisions of which is set forth
hereafter. To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class M-2 Certificates on such Distribution
Date pursuant to the Agreement.

            All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trustee in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Trustee for that purpose as provided in the
Agreement.

            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


                                     A-5-2
<PAGE>


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 Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer and the Trustee
with the consent of the Holders of Certificates entitled to at least 66% of the
Voting Rights. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee as provided in the
Agreement, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Trustee duly
executed by, the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange
of Certificates, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
with any transfer or exchange of Certificates.

            The Depositor, the Servicer, the Trustee and any agent of the
Depositor, the Servicer or the Trustee may treat the Person in whose name this
Certificate is registered as the


                                     A-5-3
<PAGE>


owner hereof for all purposes, and none of the Depositor, the Servicer, the
Trustee nor any such agent shall be affected by notice to the contrary.

            The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in REMIC I and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from REMIC I of all
the Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The Agreement permits, but does not require, the party designated in the
Agreement to purchase from REMIC I all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Loans at the time of purchase being less than
10% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date.

            The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.

            Unless the certificate of authentication hereon has been executed by
the Trustee, 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 Trustee has caused this Certificate to be
duly executed.

Dated: September ___, 2004

                                    WELLS FARGO BANK, N.A., as Trustee


                                    By:______________________________
                                          Authorized Officer


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

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


                                    WELLS FARGO BANK, N.A., as Trustee


                                    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:

TEN COM - as tenants in common               UNIF GIFT MIN ACT - Custodian

TEN ENT - as tenants by the entireties           (Cust) (Minor) under
                                                 Uniform Gifts to Minors Act
JT TEN - as joint tenants with                       _____________
      right of survivorship and not as                   (State)
      tenants in common

      Additional abbreviations may also be used though not in the above list.


                                   ASSIGNMENT
                                  -----------

            FOR VALUE RECEIVED, the undersigned hereby sell(s),  assign(s) and
transfer(s) ___________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

      I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
_______________________________________________________________________________
______________________________________________________________________________.

Dated:

                                    _____________________________________
                                    Signature by or on behalf of assignor


                                    _____________________________________
                                    Signature Guaranteed





                                     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 M-3 CERTIFICATE

      UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
      THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
      TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
      AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
      SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
      (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
      REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE,
      OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
      INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
      HEREIN.

      SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
      "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
      THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
      INTERNAL REVENUE CODE OF 1986 (THE "CODE").

      THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
      CERTIFICATES AND THE CLASS M-2 CERTIFICATES TO THE EXTENT DESCRIBED IN THE
      POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

Series 2004-OPT1                        Aggregate Certificate Principal
                                        Balance of the Class M-3 Certificates
Pass-Through Rate: Variable             as of the Issue Date: $43,431,000.00

Cut-off Date and date of Pooling and    Denomination: $43,431,000.00
Servicing Agreement: September 1, 2004
                                        Servicer: Option One Mortgage
First Distribution Date: October 25,    Corporation
2004
                                        Trustee: Wells Fargo Bank, N.A.
No. 1
                                        Issue Date: September 2, 2004

                                        CUSIP: 17307G JK 5

      DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
      CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
      OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
      THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS CERTIFICATE.



<PAGE>


                      ASSET BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a portion of a Trust Fund (the
"Trust Fund") consisting primarily of a pool of conventional one- to
four-family, fixed-rate and adjustable-rate, first lien and second lien mortgage
loans (the "Mortgage Loans") formed and sold by

                       CITIGROUP MORTGAGE LOAN TRUST INC.

      THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
      CITIGROUP MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUSTEE OR ANY OF
      THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
      MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE
      UNITED STATES.

            This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class M-3 Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class M-3 Certificates in REMIC II created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Citigroup
Mortgage Loan Trust Inc. (hereinafter called the "Depositor," which term
includes any successor entity under the Agreement), the Servicer and the
Trustee, a summary of certain of the pertinent provisions of which is set forth
hereafter. To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class M-3 Certificates on such Distribution
Date pursuant to the Agreement.

            All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trustee in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Trustee for that purpose as provided in the
Agreement.

            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


                                     A-6-2
<PAGE>


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 Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer and the Trustee
with the consent of the Holders of Certificates entitled to at least 66% of the
Voting Rights. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee as provided in the
Agreement, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Trustee duly
executed by, the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No transfer of this Certificate to a Plan subject to ERISA or
Section 4975 of the Code, any Person acting, directly or indirectly, on behalf
of any such Plan or any Person using "Plan Assets" to acquire this Certificate
shall be made except in accordance with Section 5.02(c) of the Agreement.

            The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange
of Certificates, but


                                     A-6-3
<PAGE>


the Trustee may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any transfer or
exchange of Certificates.

            The Depositor, the Servicer, the Trustee and any agent of the
Depositor, the Servicer or the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Servicer, the Trustee nor any such agent shall be affected by
notice to the contrary.

            The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in REMIC I and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from REMIC I of all
the Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The Agreement permits, but does not require, the party designated in the
Agreement to purchase from REMIC I all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Loans at the time of purchase being less than
10% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date.

            The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.

            Unless the certificate of authentication hereon has been executed by
the Trustee, 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 Trustee has caused this Certificate to be
duly executed.

Dated: September ___, 2004

                                    WELLS FARGO BANK, N.A., as Trustee


                                    By:______________________________
                                          Authorized Officer


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

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


                                    WELLS FARGO BANK, N.A., as Trustee


                                    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:

TEN COM - as tenants in common             UNIF GIFT MIN ACT - Custodian

TEN ENT - as tenants by the entireties         (Cust) (Minor) under
                                               Uniform Gifts to Minors Act
JT    TEN - as joint tenants with                   _____________
      right of survivorship and not as                 (State)
      tenants in common

     Additional abbreviations may also be used though not in the above list.



                                   ASSIGNMENT
                                  -----------

            FOR VALUE RECEIVED, the undersigned hereby sell(s),  assign(s) and
transfer(s) ___________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

      I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
_______________________________________________________________________________
______________________________________________________________________________.

Dated:

                                    _____________________________________
                                    Signature by or on behalf of assignor


                                    _____________________________________
                                    Signature Guaranteed





                                     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 M-4 CERTIFICATE

      UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
      THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
      TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
      AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
      SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
      (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
      REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE,
      OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
      INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
      HEREIN.

      SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
      "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
      THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
      INTERNAL REVENUE CODE OF 1986 (THE "CODE").

      THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
      CERTIFICATES, THE CLASS M-2 CERTIFICATES AND THE CLASS M-3 CERTIFICATES TO
      THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
      HEREIN.

Series 2004-OPT1                        Aggregate Certificate Principal
                                        Balance of the Class M-4 Certificates
Pass-Through Rate: Variable             as of the Issue Date: $22,945,000.00

Cut-off Date and date of Pooling and    Denomination: $22,945,000.00
Servicing Agreement: September 1, 2004
                                        Servicer: Option One Mortgage
First Distribution Date: October 25,    Corporation
2004
                                        Trustee: Wells Fargo Bank, N.A.
No. 1
                                        Issue Date: September 2, 2004

                                        CUSIP: 17307G JL 3

      DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
      CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
      OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
      THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS CERTIFICATE.



<PAGE>


                      ASSET BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a portion of a Trust Fund (the
"Trust Fund") consisting primarily of a pool of conventional one- to
four-family, fixed-rate and adjustable-rate, first lien and second lien mortgage
loans (the "Mortgage Loans") formed and sold by

                       CITIGROUP MORTGAGE LOAN TRUST INC.

      THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
      CITIGROUP MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUSTEE OR ANY OF
      THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
      MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE
      UNITED STATES.

            This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class M-4 Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class M-4 Certificates in REMIC II created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Citigroup
Mortgage Loan Trust Inc. (hereinafter called the "Depositor," which term
includes any successor entity under the Agreement), the Servicer and the
Trustee, a summary of certain of the pertinent provisions of which is set forth
hereafter. To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class 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 Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trustee in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Trustee for that purpose as provided in the
Agreement.

            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


                                     A-7-2
<PAGE>


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 Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer and the Trustee
with the consent of the Holders of Certificates entitled to at least 66% of the
Voting Rights. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee as provided in the
Agreement, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Trustee duly
executed by, the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No transfer of this Certificate to a Plan subject to ERISA or
Section 4975 of the Code, any Person acting, directly or indirectly, on behalf
of any such Plan or any Person using "Plan Assets" to acquire this Certificate
shall be made except in accordance with Section 5.02(c) of the Agreement.

            The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange
of Certificates, but


                                     A-7-3
<PAGE>

the Trustee may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any transfer or
exchange of Certificates.

            The Depositor, the Servicer, the Trustee and any agent of the
Depositor, the Servicer or the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Servicer, the Trustee nor any such agent shall be affected by
notice to the contrary.

            The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in REMIC I and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from REMIC I of all
the Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The Agreement permits, but does not require, the party designated in the
Agreement to purchase from REMIC I all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Loans at the time of purchase being less than
10% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date.

            The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.

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




                                     A-7-4
<PAGE>


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

Dated: September ___, 2004


                                    WELLS FARGO BANK, N.A., as Trustee


                                    By:______________________________
                                          Authorized Officer


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

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


                                    WELLS FARGO BANK, N.A., as Trustee


                                    By:______________________________
                                          Authorized Signatory





                                     A-7-5
<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:

TEN COM - as tenants in common             UNIF GIFT MIN ACT - Custodian

TEN ENT - as tenants by the entireties          (Cust) (Minor) under
                                                Uniform Gifts to Minors Act
JT  TEN - as joint tenants with                     _____________
      right of survivorship and not as                  (State)
      tenants in common

    Additional abbreviations may also be used though not in the above list.



                                   ASSIGNMENT
                                  -----------

            FOR VALUE RECEIVED, the undersigned hereby sell(s),  assign(s) and
transfer(s) ___________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

      I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
_______________________________________________________________________________
______________________________________________________________________________.

Dated:

                                    _____________________________________
                                    Signature by or on behalf of assignor


                                    _____________________________________
                                    Signature Guaranteed




                                     A-7-6
<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-7-7
<PAGE>



                                   EXHIBIT A-8

                          FORM OF CLASS M-5 CERTIFICATE

      UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
      THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
      TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
      AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
      SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
      (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
      REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE,
      OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
      INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
      HEREIN.

      SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
      "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
      THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
      INTERNAL REVENUE CODE OF 1986 (THE "CODE").

      THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
      CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES AND
      THE CLASS M-4 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND
      SERVICING AGREEMENT REFERRED TO HEREIN.

Series 2004-OPT1                        Aggregate Certificate Principal
                                        Balance of the Class M-5 Certificates
Pass-Through Rate: Variable             as of the Issue Date: $23,764,000.00

Cut-off Date and date of Pooling and    Denomination: $23,764,000.00
Servicing Agreement: September 1, 2004
                                        Servicer: Option One Mortgage
First Distribution Date: October 25,    Corporation
2004
                                        Trustee: Wells Fargo Bank, N.A.
No. 1
                                        Issue Date: September 2, 2004

                                        CUSIP: 17307G JM 1


      DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
      CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
      OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
      THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS CERTIFICATE.



<PAGE>


                      ASSET BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a portion of a Trust Fund (the
"Trust Fund") consisting primarily of a pool of conventional one- to
four-family, fixed-rate and adjustable-rate, first lien and second lien mortgage
loans (the "Mortgage Loans") formed and sold by

                       CITIGROUP MORTGAGE LOAN TRUST INC.

      THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
      CITIGROUP MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUSTEE OR ANY OF
      THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
      MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE
      UNITED STATES.

            This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class M-5 Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class M-5 Certificates in REMIC II created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Citigroup
Mortgage Loan Trust Inc. (hereinafter called the "Depositor," which term
includes any successor entity under the Agreement), the Servicer and the
Trustee, a summary of certain of the pertinent provisions of which is set forth
hereafter. To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class M-5 Certificates on such Distribution
Date pursuant to the Agreement.

            All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trustee in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Trustee for that purpose as provided in the
Agreement.

            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


                                     A-8-2
<PAGE>


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 Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer and the Trustee
with the consent of the Holders of Certificates entitled to at least 66% of the
Voting Rights. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee as provided in the
Agreement, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Trustee duly
executed by, the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No transfer of this Certificate to a Plan subject to ERISA or
Section 4975 of the Code, any Person acting, directly or indirectly, on behalf
of any such Plan or any Person using "Plan Assets" to acquire this Certificate
shall be made except in accordance with Section 5.02(c) of the Agreement.

            The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange
of Certificates, but


                                     A-8-3
<PAGE>


the Trustee may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any transfer or
exchange of Certificates.

            The Depositor, the Servicer, the Trustee and any agent of the
Depositor, the Servicer or the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Servicer, the Trustee nor any such agent shall be affected by
notice to the contrary.

            The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in REMIC I and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from REMIC I of all
the Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The Agreement permits, but does not require, the party designated in the
Agreement to purchase from REMIC I all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Loans at the time of purchase being less than
10% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date.

            The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.

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




                                     A-8-4
<PAGE>


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

Dated: September ___, 2004


                                    WELLS FARGO BANK, N.A., as Trustee


                                    By:______________________________
                                          Authorized Officer


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

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


                                    WELLS FARGO BANK, N.A., as Trustee


                                    By:______________________________
                                          Authorized Signatory





                                     A-8-5
<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:

TEN COM - as tenants in common             UNIF GIFT MIN ACT - Custodian

TEN ENT - as tenants by the entireties         (Cust) (Minor) under
                                               Uniform Gifts to Minors Act
JT  TEN - as joint tenants with                    _____________
      right of survivorship and not as                (State)
      tenants in common

    Additional abbreviations may also be used though not in the above list.



                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s),  assign(s) and
transfer(s) ___________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

      I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
_______________________________________________________________________________
______________________________________________________________________________.

Dated:

                                    _____________________________________
                                    Signature by or on behalf of assignor


                                    _____________________________________
                                    Signature Guaranteed





                                     A-8-6
<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-8-7
<PAGE>


                                   EXHIBIT A-9

                          FORM OF CLASS M-6 CERTIFICATE

      UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
      THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
      TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
      AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
      SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
      (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
      REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE,
      OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
      INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
      HEREIN.

      SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
      "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
      THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
      INTERNAL REVENUE CODE OF 1986 (THE "CODE").

      THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
      CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE
      CLASS M-4 CERTIFICATES AND THE CLASS M-5 CERTIFICATES TO THE EXTENT
      DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

Series 2004-OPT1                        Aggregate Certificate Principal
                                        Balance of the Class M-6 Certificates
Pass-Through Rate: Variable             as of the Issue Date: $17,209,000.00

Cut-off Date and date of Pooling and    Denomination: $17,209,000.00
Servicing Agreement: September 1, 2004
                                        Servicer: Option One Mortgage
First Distribution Date: October 25,    Corporation
2004
                                        Trustee: Wells Fargo Bank, N.A.
No. 1
                                        Issue Date: September 2, 2004

                                        CUSIP: 17307G JN 9

      DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
      CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
      OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
      THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS CERTIFICATE.



<PAGE>


                      ASSET BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a portion of a Trust Fund (the
"Trust Fund") consisting primarily of a pool of conventional one- to
four-family, fixed-rate and adjustable-rate, first lien and second lien mortgage
loans (the "Mortgage Loans") formed and sold by

                       CITIGROUP MORTGAGE LOAN TRUST INC.

      THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
      CITIGROUP MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUSTEE OR ANY OF
      THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
      MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE
      UNITED STATES.

            This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class M-6 Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class M-6 Certificates in REMIC II created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Citigroup
Mortgage Loan Trust Inc. (hereinafter called the "Depositor," which term
includes any successor entity under the Agreement), the Servicer and the
Trustee, a summary of certain of the pertinent provisions of which is set forth
hereafter. To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class M-6 Certificates on such Distribution
Date pursuant to the Agreement.

            All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trustee in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Trustee for that purpose as provided in the
Agreement.

            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


                                     A-9-2
<PAGE>


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 Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer and the Trustee
with the consent of the Holders of Certificates entitled to at least 66% of the
Voting Rights. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee as provided in the
Agreement, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Trustee duly
executed by, the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No transfer of this Certificate to a Plan subject to ERISA or
Section 4975 of the Code, any Person acting, directly or indirectly, on behalf
of any such Plan or any Person using "Plan Assets" to acquire this Certificate
shall be made except in accordance with Section 5.02(c) of the Agreement.

            The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange
of Certificates, but


                                     A-9-3
<PAGE>


the Trustee may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any transfer or
exchange of Certificates.

            The Depositor, the Servicer, the Trustee and any agent of the
Depositor, the Servicer or the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Servicer, the Trustee nor any such agent shall be affected by
notice to the contrary.

            The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in REMIC I and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from REMIC I of all
the Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The Agreement permits, but does not require, the party designated in the
Agreement to purchase from REMIC I all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Loans at the time of purchase being less than
10% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date.

            The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.

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




                                     A-9-4
<PAGE>


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

Dated: September ___, 2004


                                    WELLS FARGO BANK, N.A., as Trustee


                                    By:______________________________
                                          Authorized Officer


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

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


                                    WELLS FARGO BANK, N.A., as Trustee


                                    By:______________________________
                                          Authorized Signatory





                                     A-9-5
<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:

TEN COM - as tenants in common              UNIF GIFT MIN ACT - Custodian

TEN ENT - as tenants by the entireties           (Cust) (Minor) under
                                                 Uniform Gifts to Minors Act
JT  TEN - as joint tenants with                         _____________
      right of survivorship and not as                     (State)
      tenants in common

    Additional abbreviations may also be used though not in the above list.



                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s),  assign(s) and
transfer(s) ___________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

      I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
_______________________________________________________________________________
______________________________________________________________________________.

Dated:

                                    _____________________________________
                                    Signature by or on behalf of assignor


                                    _____________________________________
                                    Signature Guaranteed




                                     A-9-6
<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-9-7
<PAGE>


                                  EXHIBIT A-10

                          FORM OF CLASS M-7 CERTIFICATE

      UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
      THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
      TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
      AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
      SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
      (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
      REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE,
      OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
      INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
      HEREIN.

      SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
      "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
      THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
      INTERNAL REVENUE CODE OF 1986 (THE "CODE").

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

Series 2004-OPT1                        Aggregate Certificate Principal
                                        Balance of the Class M-7 Certificates
Pass-Through Rate: Variable             as of the Issue Date: $16,389,000.00

Cut-off Date and date of Pooling and    Denomination: $16,389,000.00
Servicing Agreement: September 1, 2004
                                        Servicer: Option One Mortgage
First Distribution Date: October 25,    Corporation
2004
                                        Trustee: Wells Fargo Bank, N.A.
No. 1
                                        Issue Date: September 2, 2004

                                        CUSIP: 17307G JP 4

      DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
      CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
      OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
      THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS CERTIFICATE.



<PAGE>


                      ASSET BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a portion of a Trust Fund (the
"Trust Fund") consisting primarily of a pool of conventional one- to
four-family, fixed-rate and adjustable-rate, first lien and second lien mortgage
loans (the "Mortgage Loans") formed and sold by

                       CITIGROUP MORTGAGE LOAN TRUST INC.

      THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
      CITIGROUP MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUSTEE OR ANY OF
      THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
      MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE
      UNITED STATES.

            This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class M-7 Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class M-7 Certificates in REMIC II created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Citigroup
Mortgage Loan Trust Inc. (hereinafter called the "Depositor," which term
includes any successor entity under the Agreement), the Servicer and the
Trustee, a summary of certain of the pertinent provisions of which is set forth
hereafter. To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class M-7 Certificates on such Distribution
Date pursuant to the Agreement.

            All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trustee in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Trustee for that purpose as provided in the
Agreement.

            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


                                     A-10-2
<PAGE>


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 Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer and the Trustee
with the consent of the Holders of Certificates entitled to at least 66% of the
Voting Rights. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee as provided in the
Agreement, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Trustee duly
executed by, the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No transfer of this Certificate to a Plan subject to ERISA or
Section 4975 of the Code, any Person acting, directly or indirectly, on behalf
of any such Plan or any Person using "Plan Assets" to acquire this Certificate
shall be made except in accordance with Section 5.02(c) of the Agreement.

            The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange
of Certificates, but


                                     A-10-3
<PAGE>

the Trustee may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any transfer or
exchange of Certificates.

            The Depositor, the Servicer, the Trustee and any agent of the
Depositor, the Servicer or the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Servicer, the Trustee nor any such agent shall be affected by
notice to the contrary.

            The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in REMIC I and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from REMIC I of all
the Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The Agreement permits, but does not require, the party designated in the
Agreement to purchase from REMIC I all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Loans at the time of purchase being less than
10% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date.

            The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.

            Unless the certificate of authentication hereon has been executed by
the Trustee, 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 Trustee has caused this Certificate to be
duly executed.

Dated: September ___, 2004

                                    WELLS FARGO BANK, N.A., as Trustee


                                    By:______________________________
                                          Authorized Officer


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

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


                                    WELLS FARGO BANK, N.A., as Trustee


                                    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:

TEN COM - as tenants in common             UNIF GIFT MIN ACT - Custodian

TEN ENT - as tenants by the entireties         (Cust) (Minor) under
                                               Uniform Gifts to Minors Act
JT  TEN - as joint tenants with                     _____________
      right of survivorship and not as                  (State)
      tenants in common

    Additional abbreviations may also be used though not in the above list.



                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s),  assign(s) and
transfer(s) ___________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

      I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
_______________________________________________________________________________
______________________________________________________________________________.

Dated:

                                    _____________________________________
                                    Signature by or on behalf of assignor


                                    _____________________________________
                                    Signature Guaranteed




                                     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-11

                          FORM OF CLASS M-8 CERTIFICATE

      UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
      THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
      TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
      AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
      SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
      (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
      REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE,
      OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
      INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
      HEREIN.

      SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
      "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
      THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
      INTERNAL REVENUE CODE OF 1986 (THE "CODE").

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

Series 2004-OPT1                        Aggregate Certificate Principal
                                        Balance of the Class M-8 Certificates
Pass-Through Rate: Variable             as of the Issue Date: $11,472,000.00

Cut-off Date and date of Pooling and    Denomination: $11,472,000.00
Servicing Agreement: September 1, 2004
                                        Servicer: Option One Mortgage
First Distribution Date: October 25,    Corporation
2004
                                        Trustee: Wells Fargo Bank, N.A.
No. 1
                                        Issue Date: September 2, 2004

                                        CUSIP: 17307G JQ 2

      DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
      CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
      OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
      THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS CERTIFICATE.



<PAGE>


                      ASSET BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a portion of a Trust Fund (the
"Trust Fund") consisting primarily of a pool of conventional one- to
four-family, fixed-rate and adjustable-rate, first lien and second lien mortgage
loans (the "Mortgage Loans") formed and sold by

                       CITIGROUP MORTGAGE LOAN TRUST INC.

      THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
      CITIGROUP MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUSTEE OR ANY OF
      THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
      MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE
      UNITED STATES.

            This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class M-8 Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class M-8 Certificates in REMIC II created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Citigroup
Mortgage Loan Trust Inc. (hereinafter called the "Depositor," which term
includes any successor entity under the Agreement), the Servicer and the
Trustee, a summary of certain of the pertinent provisions of which is set forth
hereafter. To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class M-8 Certificates on such Distribution
Date pursuant to the Agreement.

            All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trustee in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Trustee for that purpose as provided in the
Agreement.

            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


                                     A-11-2
<PAGE>


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 Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer and the Trustee
with the consent of the Holders of Certificates entitled to at least 66% of the
Voting Rights. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee as provided in the
Agreement, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Trustee duly
executed by, the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No transfer of this Certificate to a Plan subject to ERISA or
Section 4975 of the Code, any Person acting, directly or indirectly, on behalf
of any such Plan or any Person using "Plan Assets" to acquire this Certificate
shall be made except in accordance with Section 5.02(c) of the Agreement.

            The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange
of Certificates, but


                                     A-11-3
<PAGE>


the Trustee may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any transfer or
exchange of Certificates.

            The Depositor, the Servicer, the Trustee and any agent of the
Depositor, the Servicer or the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Servicer, the Trustee nor any such agent shall be affected by
notice to the contrary.

            The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in REMIC I and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from REMIC I of all
the Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The Agreement permits, but does not require, the party designated in the
Agreement to purchase from REMIC I all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Loans at the time of purchase being less than
10% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date.

            The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.

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




                                     A-11-4
<PAGE>


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

Dated: September ___, 2004

                                    WELLS FARGO BANK, N.A., as Trustee


                                    By:______________________________
                                          Authorized Officer


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

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


                                    WELLS FARGO BANK, N.A., as Trustee


                                    By:______________________________
                                          Authorized Signatory





                                     A-11-5
<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:

TEN COM - as tenants in common               UNIF GIFT MIN ACT - Custodian

TEN ENT - as tenants by the entireties         (Cust) (Minor) under
                                               Uniform Gifts to Minors Act
JT  TEN - as joint tenants with                     _____________
      right of survivorship and not as                  (State)
      tenants in common

    Additional abbreviations may also be used though not in the above list.



                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s),  assign(s) and
transfer(s) ___________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

      I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
_______________________________________________________________________________
______________________________________________________________________________.

Dated:

                                    _____________________________________
                                    Signature by or on behalf of assignor


                                    _____________________________________
                                    Signature Guaranteed





                                     A-11-6
<PAGE>


      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-11-7
<PAGE>


                                  EXHIBIT A-12

                          FORM OF CLASS M-9 CERTIFICATE

      UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
      THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
      TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
      AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
      SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
      (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
      REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE,
      OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
      INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
      HEREIN.

      SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
      "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
      THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
      INTERNAL REVENUE CODE OF 1986 (THE "CODE").

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

Series 2004-OPT1                        Aggregate Certificate Principal
                                        Balance of the Class M-9 Certificates
Pass-Through Rate: Variable             as of the Issue Date: $16,390,000.00

Cut-off Date and date of Pooling and    Denomination: $16,390,000.00
Servicing Agreement: September 1, 2004
                                        Servicer: Option One Mortgage
First Distribution Date: October 25,    Corporation
2004
                                        Trustee: Wells Fargo Bank, N.A.
No. 1
                                        Issue Date: September 2, 2004

                                        CUSIP: 17307G JR 0


<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-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 lien and second lien mortgage
loans (the "Mortgage Loans") formed and sold by

                       CITIGROUP MORTGAGE LOAN TRUST INC.

      THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
      CITIGROUP MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUSTEE OR ANY OF
      THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
      MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE
      UNITED STATES.

            This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class M-9 Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class M-9 Certificates in REMIC II created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Citigroup
Mortgage Loan Trust Inc. (hereinafter called the "Depositor," which term
includes any successor entity under the Agreement), the Servicer and the
Trustee, a summary of certain of the pertinent provisions of which is set forth
hereafter. To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class M-9 Certificates on such Distribution
Date pursuant to the Agreement.

            All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trustee in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Trustee for that purpose as provided in the
Agreement.

            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


                                     A-12-3
<PAGE>

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 Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer and the Trustee
with the consent of the Holders of Certificates entitled to at least 66% of the
Voting Rights. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee as provided in the
Agreement, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Trustee duly
executed by, the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No transfer of this Certificate to a Plan subject to ERISA or
Section 4975 of the Code, any Person acting, directly or indirectly, on behalf
of any such Plan or any Person using "Plan Assets" to acquire this Certificate
shall be made except in accordance with Section 5.02(c) of the Agreement.

            The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange
of Certificates, but


                                     A-12-4
<PAGE>

the Trustee may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any transfer or
exchange of Certificates.

            The Depositor, the Servicer, the Trustee and any agent of the
Depositor, the Servicer or the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Servicer, the Trustee nor any such agent shall be affected by
notice to the contrary.

            The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in REMIC I and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from REMIC I of all
the Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The Agreement permits, but does not require, the party designated in the
Agreement to purchase from REMIC I all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Loans at the time of purchase being less than
10% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date.

            The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.

            Unless the certificate of authentication hereon has been executed by
the Trustee, 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 Trustee has caused this Certificate to be
duly executed.

Dated: September ___, 2004

                                    WELLS FARGO BANK, N.A., as Trustee


                                    By:______________________________
                                          Authorized Officer


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

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


                                    WELLS FARGO BANK, N.A., as Trustee


                                    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:

TEN COM - as tenants in common             UNIF GIFT MIN ACT - Custodian

TEN ENT - as tenants by the entireties         (Cust) (Minor) under
                                               Uniform Gifts to Minors Act
JT  TEN - as joint tenants with                       _____________
      right of survivorship and not as                   (State)
      tenants in common

    Additional abbreviations may also be used though not in the above list.



                                   ASSIGNMENT
                                  -----------

            FOR VALUE RECEIVED, the undersigned hereby sell(s),  assign(s) and
transfer(s) ___________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

      I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
_______________________________________________________________________________
______________________________________________________________________________.

Dated:

                                    _____________________________________
                                    Signature by or on behalf of assignor


                                    _____________________________________
                                    Signature Guaranteed




                                     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 A-13

                         FORM OF CLASS M-10 CERTIFICATE

      UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
      THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
      TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
      AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
      SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
      (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
      REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE,
      OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
      INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
      HEREIN.

      SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
      "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
      THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
      INTERNAL REVENUE CODE OF 1986 (THE "CODE").

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

Series 2004-OPT1                        Aggregate Certificate Principal
                                        Balance of the Class M-10
Pass-Through Rate: Variable             Certificates as of the Issue Date:
                                        $12,292,000.00
Cut-off Date and date of Pooling and
Servicing Agreement: September 1, 2004  Denomination: $12,292,000.00

First Distribution Date: October 25,    Servicer: Option One Mortgage
2004                                    Corporation

No. 1                                   Trustee: Wells Fargo Bank, N.A.

                                        Issue Date: September 2, 2004

                                        CUSIP: 17307G JS 8


<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-13-2
<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 lien and second lien mortgage
loans (the "Mortgage Loans") formed and sold by

                       CITIGROUP MORTGAGE LOAN TRUST INC.

      THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
      CITIGROUP MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUSTEE OR ANY OF
      THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
      MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE
      UNITED STATES.

            This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class M-10 Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class M-10 Certificates in REMIC II created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Citigroup
Mortgage Loan Trust Inc. (hereinafter called the "Depositor," which term
includes any successor entity under the Agreement), the Servicer and the
Trustee, a summary of certain of the pertinent provisions of which is set forth
hereafter. To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class M-10 Certificates on such Distribution
Date pursuant to the Agreement.

            All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trustee in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Trustee for that purpose as provided in the
Agreement.

            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


                                     A-13-3
<PAGE>


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 Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer and the Trustee
with the consent of the Holders of Certificates entitled to at least 66% of the
Voting Rights. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee as provided in the
Agreement, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Trustee duly
executed by, the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No transfer of this Certificate to a Plan subject to ERISA or
Section 4975 of the Code, any Person acting, directly or indirectly, on behalf
of any such Plan or any Person using "Plan Assets" to acquire this Certificate
shall be made except in accordance with Section 5.02(c) of the Agreement.

            The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange
of Certificates, but


                                     A-13-4
<PAGE>


the Trustee may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any transfer or
exchange of Certificates.

            The Depositor, the Servicer, the Trustee and any agent of the
Depositor, the Servicer or the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Servicer, the Trustee nor any such agent shall be affected by
notice to the contrary.

            The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in REMIC I and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from REMIC I of all
the Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The Agreement permits, but does not require, the party designated in the
Agreement to purchase from REMIC I all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Loans at the time of purchase being less than
10% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date.

            The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.

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




                                     A-13-5
<PAGE>


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

Dated: September ___, 2004

                                    WELLS FARGO BANK, N.A., as Trustee


                                    By:______________________________
                                          Authorized Officer


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

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


                                    WELLS FARGO BANK, N.A., as Trustee


                                    By:______________________________
                                          Authorized Signatory





                                     A-13-6
<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:

TEN COM - as tenants in common             UNIF GIFT MIN ACT - Custodian

TEN ENT - as tenants by the entireties        (Cust) (Minor) under
                                               Uniform Gifts to Minors Act
JT  TEN - as joint tenants with                        _____________
      right of survivorship and not as                     (State)
      tenants in common

    Additional abbreviations may also be used though not in the above list.



                                   ASSIGNMENT
                                  -----------


            FOR VALUE RECEIVED, the undersigned hereby sell(s),  assign(s) and
transfer(s) ___________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

      I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
_______________________________________________________________________________
______________________________________________________________________________.

Dated:

                                    _____________________________________
                                    Signature by or on behalf of assignor


                                    _____________________________________
                                    Signature Guaranteed





                                     A-13-7
<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-13-8
<PAGE>


                                  EXHIBIT A-14

                         FORM OF CLASS M-11 CERTIFICATE

      UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
      THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
      TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
      AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
      SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
      (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
      REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE,
      OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
      INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
      HEREIN.

      SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
      "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
      THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
      INTERNAL REVENUE CODE OF 1986 (THE "CODE").

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

Series 2004-OPT1                        Aggregate Certificate Principal
                                        Balance of the Class M-11
Pass-Through Rate: Variable             Certificates as of the Issue Date:
                                        $9,014,000.00
Cut-off Date and date of Pooling and
Servicing Agreement: September 1, 2004  Denomination: $9,014,000.00

First Distribution Date: October 25,    Servicer: Option One Mortgage
2004                                    Corporation

No. 1                                   Trustee: Wells Fargo Bank, N.A.

                                        Issue Date: September 2, 2004

                                        CUSIP: 17307G JT 6


<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-14-2
<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 lien and second lien mortgage
loans (the "Mortgage Loans") formed and sold by

                       CITIGROUP MORTGAGE LOAN TRUST INC.

      THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
      CITIGROUP MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUSTEE OR ANY OF
      THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
      MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE
      UNITED STATES.

            This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class M-11 Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class M-11 Certificates in REMIC II created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Citigroup
Mortgage Loan Trust Inc. (hereinafter called the "Depositor," which term
includes any successor entity under the Agreement), the Servicer and the
Trustee, a summary of certain of the pertinent provisions of which is set forth
hereafter. To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class M-11 Certificates on such Distribution
Date pursuant to the Agreement.

            All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trustee in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Trustee for that purpose as provided in the
Agreement.

            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


                                     A-14-3
<PAGE>


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 Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer and the Trustee
with the consent of the Holders of Certificates entitled to at least 66% of the
Voting Rights. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee as provided in the
Agreement, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Trustee duly
executed by, the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No transfer of this Certificate to a Plan subject to ERISA or
Section 4975 of the Code, any Person acting, directly or indirectly, on behalf
of any such Plan or any Person using "Plan Assets" to acquire this Certificate
shall be made except in accordance with Section 5.02(c) of the Agreement.

            The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange
of Certificates, but


                                     A-14-4
<PAGE>


the Trustee may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any transfer or
exchange of Certificates.

            The Depositor, the Servicer, the Trustee and any agent of the
Depositor, the Servicer or the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Servicer, the Trustee nor any such agent shall be affected by
notice to the contrary.

            The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in REMIC I and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from REMIC I of all
the Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The Agreement permits, but does not require, the party designated in the
Agreement to purchase from REMIC I all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Loans at the time of purchase being less than
10% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date.

            The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.

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




                                     A-14-5
<PAGE>



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

Dated: September ___, 2004

                                    WELLS FARGO BANK, N.A., as Trustee


                                    By:______________________________
                                          Authorized Officer


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

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


                                    WELLS FARGO BANK, N.A., as Trustee


                                    By:______________________________
                                          Authorized Signatory





                                     A-14-6
<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:

TEN COM - as tenants in common            UNIF GIFT MIN ACT - Custodian

TEN ENT - as tenants by the entireties         (Cust) (Minor) under
                                               Uniform Gifts to Minors Act
JT  TEN - as joint tenants with                      _____________
      right of survivorship and not as                  (State)
      tenants in common

    Additional abbreviations may also be used though not in the above list.



                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s),  assign(s) and
transfer(s) ___________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

      I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
_______________________________________________________________________________
______________________________________________________________________________.

Dated:

                                    _____________________________________
                                    Signature by or on behalf of assignor


                                    _____________________________________
                                    Signature Guaranteed





                                     A-14-7
<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-14-8
<PAGE>


                                  EXHIBIT A-15

                         FORM OF CLASS M-12 CERTIFICATE

      UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
      THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
      TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
      AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
      SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
      (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
      REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE,
      OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
      INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
      HEREIN.

      SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
      "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
      THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
      INTERNAL REVENUE CODE OF 1986 (THE "CODE").

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

Series 2004-OPT1                        Aggregate Certificate Principal
                                        Balance of the Class M-12
Pass-Through Rate: Variable             Certificates as of the Issue Date:
                                        $9,833,000.00
Cut-off Date and date of Pooling and
Servicing Agreement: September 1, 2004  Denomination: $9,833,000.00

First Distribution Date: October 25,    Servicer: Option One Mortgage
2004                                    Corporation

No. 1                                   Trustee: Wells Fargo Bank, N.A.

                                        Issue Date: September 2, 2004

                                        CUSIP: 17307G JU 3


<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-15-2
<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 lien and second lien mortgage
loans (the "Mortgage Loans") formed and sold by

                       CITIGROUP MORTGAGE LOAN TRUST INC.

      THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
      CITIGROUP MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUSTEE OR ANY OF
      THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
      MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE
      UNITED STATES.

            This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class M-12 Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class M-12 Certificates in REMIC II created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Citigroup
Mortgage Loan Trust Inc. (hereinafter called the "Depositor," which term
includes any successor entity under the Agreement), the Servicer and the
Trustee, a summary of certain of the pertinent provisions of which is set forth
hereafter. To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class M-12 Certificates on such Distribution
Date pursuant to the Agreement.

            All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trustee in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Trustee for that purpose as provided in the
Agreement.

            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


                                     A-15-3
<PAGE>

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 Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer and the Trustee
with the consent of the Holders of Certificates entitled to at least 66% of the
Voting Rights. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee as provided in the
Agreement, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Trustee duly
executed by, the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No transfer of this Certificate to a Plan subject to ERISA or
Section 4975 of the Code, any Person acting, directly or indirectly, on behalf
of any such Plan or any Person using "Plan Assets" to acquire this Certificate
shall be made except in accordance with Section 5.02(c) of the Agreement.

            The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange
of Certificates, but


                                     A-15-4
<PAGE>

the Trustee may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any transfer or
exchange of Certificates.

            The Depositor, the Servicer, the Trustee and any agent of the
Depositor, the Servicer or the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Servicer, the Trustee nor any such agent shall be affected by
notice to the contrary.

            The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in REMIC I and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from REMIC I of all
the Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The Agreement permits, but does not require, the party designated in the
Agreement to purchase from REMIC I all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Loans at the time of purchase being less than
10% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date.

            The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.

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




                                     A-15-5
<PAGE>


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

Dated: September ___, 2004

                                    WELLS FARGO BANK, N.A., as Trustee


                                    By:______________________________
                                          Authorized Officer


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

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


                                    WELLS FARGO BANK, N.A., as Trustee


                                    By:______________________________
                                          Authorized Signatory





                                     A-15-6
<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:

TEN COM - as tenants in common            UNIF GIFT MIN ACT - Custodian

TEN ENT - as tenants by the entireties         (Cust) (Minor) under
                                               Uniform Gifts to Minors Act
JT  TEN - as joint tenants with                      _____________
      right of survivorship and not as                   (State)
      tenants in common

     Additional abbreviations may also be used though not in the above list.



                                   ASSIGNMENT
                                  -----------

            FOR VALUE RECEIVED, the undersigned hereby sell(s),  assign(s) and
transfer(s) ___________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

      I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
_______________________________________________________________________________
______________________________________________________________________________.

Dated:

                                    _____________________________________
                                    Signature by or on behalf of assignor


                                    _____________________________________
                                    Signature Guaranteed



                                     A-15-7
<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-15-8
<PAGE>


                                  EXHIBIT A-16

                         FORM OF CLASS M-13 CERTIFICATE

      UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
      THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
      TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
      AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
      SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
      (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
      REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE,
      OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
      INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
      HEREIN.

      SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
      "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
      THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
      INTERNAL REVENUE CODE OF 1986 (THE "CODE").

      THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
      CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE
      CLASS M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES, THE CLASS M-6
      CERTIFICATES, THE CLASS M-7 CERTIFICATES, THE CLASS M-8 CERTIFICATES, THE
      CLASS M-9 CERTIFICATES, THE CLASS M-10 CERTIFICATES, THE CLASS M-11
      CERTIFICATES AND THE CLASS M-12 CERTIFICATES TO THE EXTENT DESCRIBED IN
      THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

Series 2004-OPT1                        Aggregate Certificate Principal
                                        Balance of the Class M-13
Pass-Through Rate: Variable             Certificates as of the Issue Date:
                                        $8,195,000.00
Cut-off Date and date of Pooling and
Servicing Agreement: September 1, 2004  Denomination: $8,195,000.00

First Distribution Date: October 25,    Servicer: Option One Mortgage
2004                                    Corporation

No. 1                                   Trustee: Wells Fargo Bank, N.A.

                                        Issue Date: September 2, 2004

                                        CUSIP: 17307G JV 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-16-2
<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 lien and second lien mortgage
loans (the "Mortgage Loans") formed and sold by

                       CITIGROUP MORTGAGE LOAN TRUST INC.

      THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
      CITIGROUP MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUSTEE OR ANY OF
      THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
      MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE
      UNITED STATES.

            This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class M-13 Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class M-13 Certificates in REMIC II created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Citigroup
Mortgage Loan Trust Inc. (hereinafter called the "Depositor," which term
includes any successor entity under the Agreement), the Servicer and the
Trustee, a summary of certain of the pertinent provisions of which is set forth
hereafter. To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class M-13 Certificates on such Distribution
Date pursuant to the Agreement.

            All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trustee in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Trustee for that purpose as provided in the
Agreement.

            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


                                     A-16-3
<PAGE>

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 Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer and the Trustee
with the consent of the Holders of Certificates entitled to at least 66% of the
Voting Rights. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee as provided in the
Agreement, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Trustee duly
executed by, the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No transfer of this Certificate to a Plan subject to ERISA or
Section 4975 of the Code, any Person acting, directly or indirectly, on behalf
of any such Plan or any Person using "Plan Assets" to acquire this Certificate
shall be made except in accordance with Section 5.02(c) of the Agreement.

            The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange
of Certificates, but the


                                     A-16-4
<PAGE>

Trustee may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any transfer or
exchange of Certificates.

            The Depositor, the Servicer, the Trustee and any agent of the
Depositor, the Servicer or the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Servicer, the Trustee nor any such agent shall be affected by
notice to the contrary.

            The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in REMIC I and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from REMIC I of all
the Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The Agreement permits, but does not require, the party designated in the
Agreement to purchase from REMIC I all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Loans at the time of purchase being less than
10% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date.

            The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.

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




                                     A-16-5
<PAGE>



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

Dated: September ___, 2004

                                    WELLS FARGO BANK, N.A., as Trustee


                                    By:______________________________
                                          Authorized Officer


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

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


                                    WELLS FARGO BANK, N.A., as Trustee


                                    By:______________________________
                                          Authorized Signatory





                                     A-16-6
<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:

TEN COM - as tenants in common            UNIF GIFT MIN ACT - Custodian

TEN ENT - as tenants by the entireties         (Cust) (Minor) under
                                               Uniform Gifts to Minors Act
JT  TEN - as joint tenants with                        _____________
      right of survivorship and not as                    (State)
      tenants in common

    Additional abbreviations may also be used though not in the above list.



                                   ASSIGNMENT
                                  -----------

            FOR VALUE RECEIVED, the undersigned hereby sell(s),  assign(s) and
transfer(s) ___________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

      I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
_______________________________________________________________________________
______________________________________________________________________________.

Dated:

                                    _____________________________________
                                    Signature by or on behalf of assignor


                                    _____________________________________
                                    Signature Guaranteed




                                     A-16-7
<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-16-8
<PAGE>


                                  EXHIBIT A-17

                         FORM OF CLASS M-14 CERTIFICATE

      UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
      THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
      TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
      AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
      SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
      (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
      REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE,
      OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
      INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
      HEREIN.

      SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
      "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
      THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
      INTERNAL REVENUE CODE OF 1986 (THE "CODE").

      THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
      CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE
      CLASS M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES, THE CLASS M-6
      CERTIFICATES, THE CLASS M-7 CERTIFICATES, THE CLASS M-8 CERTIFICATES, THE
      CLASS M-9 CERTIFICATES, THE CLASS M-10 CERTIFICATES, THE CLASS M-11
      CERTIFICATES AND THE CLASS M-12 CERTIFICATES TO THE EXTENT DESCRIBED IN
      THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

Series 2004-OPT1                        Aggregate Certificate Principal
                                        Balance of the Class M-14
Pass-Through Rate: Variable             Certificates as of the Issue Date:
                                        $16,389,000.00
Cut-off Date and date of Pooling and
Servicing Agreement: September 1, 2004  Denomination: $16,389,000.00

First Distribution Date: October 25,    Servicer: Option One Mortgage
2004                                    Corporation

No. 1                                   Trustee: Wells Fargo Bank, N.A.

                                        Issue Date: September 2, 2004

                                        CUSIP: 17307G JW 9


<PAGE>


      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.

      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-17-2
<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 lien and second lien mortgage
loans (the "Mortgage Loans") formed and sold by

                       CITIGROUP MORTGAGE LOAN TRUST INC.

      THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
      CITIGROUP MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUSTEE OR ANY OF
      THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
      MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE
      UNITED STATES.

            This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class M-14 Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class M-14 Certificates in REMIC II created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Citigroup
Mortgage Loan Trust Inc. (hereinafter called the "Depositor," which term
includes any successor entity under the Agreement), the Servicer and the
Trustee, a summary of certain of the pertinent provisions of which is set forth
hereafter. To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class M-14 Certificates on such Distribution
Date pursuant to the Agreement.

            All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trustee in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Trustee for that purpose as provided in the
Agreement.

            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


                                     A-17-3
<PAGE>


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 Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer and the Trustee
with the consent of the Holders of Certificates entitled to at least 66% of the
Voting Rights. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee as provided in the
Agreement, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Trustee duly
executed by, the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No transfer of this Certificate to a Plan subject to ERISA or
Section 4975 of the Code, any Person acting, directly or indirectly, on behalf
of any such Plan or any Person using "Plan Assets" to acquire this Certificate
shall be made except in accordance with Section 5.02(c) of the Agreement.

            The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange
of Certificates, but the


                                     A-17-4
<PAGE>

Trustee may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any transfer or
exchange of Certificates.

            No transfer of this Certificate shall be made unless the transfer is
made pursuant to an effective registration statement under the Securities Act of
1933, as amended (the "1933 Act"), and an effective registration or
qualification under applicable state securities laws, or is made in a
transaction that does not require such registration or qualification. In the
event that such a transfer of this Certificate is to be made without
registration or qualification, the Trust Administrator shall require receipt of
(i) if such transfer is made in reliance upon Rule 144A under the 1933 Act (as
evidenced by the investment letter delivered to the Trust Administrator, in
substantially the form of the Form of Rule 144A Investment Letter included as
part of Exhibit I to the Agreement), the Trust Administrator and the Depositor
shall require a written Opinion of Counsel (which may be in-house counsel)
acceptable to and in form and substance reasonably satisfactory to the Trust
Administrator and the Depositor that such transfer may be made pursuant to an
exemption, describing the applicable exemption and the basis therefor, from the
1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel
shall not be an expense of the Trust Administrator or the Depositor or (ii) the
Trust Administrator shall require the transferor to execute a transferor
certificate (in substantially the form attached as Exhibit H to the Agreement)
and the transferee to execute an investment letter (in substantially the form
attached as Exhibit I to the Agreement) acceptable to and in form and substance
reasonably satisfactory to the Depositor and the Trust Administrator certifying
to the Depositor and the Trust Administrator the facts surrounding such
transfer, which transferor certificate and investment letter shall not be an
expense of the Trust Administrator or the Depositor. 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 state laws.

            The Depositor, the Servicer, the Trustee and any agent of the
Depositor, the Servicer or the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Servicer, the Trustee nor any such agent shall be affected by
notice to the contrary.

            The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in REMIC I and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from REMIC I of all
the Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The Agreement permits, but does not require, the party designated in the
Agreement to purchase from REMIC I all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal


                                     A-17-5
<PAGE>

Balance of the Mortgage Loans at the time of purchase being less than 10% of the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date.

            The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.

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




                                     A-17-6
<PAGE>


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

Dated: September ___, 2004

                                    WELLS FARGO BANK, N.A., as Trustee


                                    By:______________________________
                                          Authorized Officer


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

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


                                    WELLS FARGO BANK, N.A., as Trustee


                                    By:______________________________
                                          Authorized Signatory




                                     A-17-7
<PAGE>


                                  ABBREVIATIONS
                                 --------------

The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:

TEN COM - as tenants in common               UNIF GIFT MIN ACT - Custodian

TEN ENT - as tenants by the entireties         (Cust) (Minor) under
                                               Uniform Gifts to Minors Act
JT  TEN - as joint tenants with                       _____________
      right of survivorship and not as                   (State)
      tenants in common

    Additional abbreviations may also be used though not in the above list.



                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s),  assign(s) and
transfer(s) ___________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

      I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
_______________________________________________________________________________
______________________________________________________________________________.

Dated:

                                    _____________________________________
                                    Signature by or on behalf of assignor


                                    _____________________________________
                                    Signature Guaranteed



                                     A-17-8
<PAGE>



                            DISTRIBUTION INSTRUCTIONS

      The assignee should include the following for purposes of distribution:

      Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to ___________________________________________________________
______________________________________________________________________for the
account of _______________________________, account number __________________,
or, if mailed by check, to__________________________________________________
_____________________________________________________________________________.

      Applicable statements should be mailed to ______________________________.
This information is provided by __________________________________________, the
assignee named above, or _______________________________________, as its agent.




                                     A-17-9
<PAGE>


                                  EXHIBIT A-18

                          FORM OF CLASS CE CERTIFICATE

      SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
      "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
      THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
      INTERNAL REVENUE CODE OF 1986 (THE "CODE").

      THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, AND THE
      MEZZANINE CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND
      SERVICING AGREEMENT REFERRED TO HEREIN.

      THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE
      AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO
      SUCH ACT AND LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS THAT ARE
      EXEMPT FROM REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND
      IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
      AGREEMENT.

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

Series: 2004-OPT1                       Aggregate Certificate Principal
                                        Balance of the Class CE Certificates
Pass-Through Rate: Variable             as of the Issue Date: $[___]

Cut-off Date and date of Pooling and    Denomination: $[___]
Servicing Agreement: September 1, 2004
                                        Servicer: Option One Mortgage
First Distribution Date: October 25,    Corporation
2004
                                        Trustee: Wells Fargo Bank, N.A.
No. 1
                                        Issue Date: September 2, 2004
Aggregate Notional Amount of the Class
CE Certificates as of the Issue Date:
$[---]

Notional Amount: $[___]


<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-18-2
<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 lien and second lien mortgage
loans (the "Mortgage Loans") formed and sold by

                       CITIGROUP MORTGAGE LOAN TRUST INC.

      THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
      CITIGROUP MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUSTEE OR ANY OF
      THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
      MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE
      UNITED STATES.

            This certifies that Citigroup Global Markets, Inc., is the
registered owner of a Percentage Interest (obtained by dividing the denomination
of this Certificate by the aggregate Certificate Principal Balance of the Class
CE Certificates as of the Issue Date) in that certain beneficial ownership
interest evidenced by all the Class CE Certificates in REMIC II created pursuant
to a Pooling and Servicing Agreement, dated as specified above (the
"Agreement"), among Citigroup Mortgage Loan Trust Inc. (hereinafter called the
"Depositor," which term includes any successor entity under the Agreement), the
Servicer 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 Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trustee in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Trustee for that purpose as provided in the
Agreement.


                                     A-18-3
<PAGE>


            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 Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer and the Trustee
with the consent of the Holders of Certificates entitled to at least 66% of the
Voting Rights. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee as provided in the
Agreement, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Trustee duly
executed by, the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No transfer of this Certificate shall be made unless the transfer is
made pursuant to an effective registration statement under the Securities Act of
1933, as amended (the "1933 Act"), and an effective registration or
qualification under applicable state securities laws, or is made in a
transaction that does not require such registration or qualification. In the
event that such a transfer of this Certificate is to be made without
registration or qualification, the Trustee shall require receipt of (i) if such
transfer is purportedly being made in reliance upon Rule 144A under the 1933
Act, written certifications from the Holder of the Certificate desiring to
effect the transfer, and from such Holder's prospective transferee,
substantially in the forms attached to the Agreement as Exhibit F-1, and (ii) in
all other cases, an Opinion of Counsel satisfactory to it that such transfer may
be made without such registration or qualification (which Opinion of Counsel
shall not be an expense of the Trust Fund or of the Depositor, the Trustee or
the Servicer in their respective capacities as such), together with copies of
the written certification(s) of the Holder of the Certificate desiring to effect
the transfer and/or such Holder's prospective transferee upon which such Opinion
of Counsel is based. None of the Depositor or the Trustee is obligated to


                                     A-18-4
<PAGE>


register or qualify the Class of Certificates specified on the face hereof under
the 1933 Act or any other securities law or to take any action not otherwise
required under the Agreement to permit the transfer of such Certificates without
registration or qualification. Any Holder desiring to effect a transfer of this
Certificate shall be required to indemnify the Trustee, the Depositor 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.

            No transfer of this Certificate to a Plan subject to ERISA or
Section 4975 of the Code, any Person acting, directly or indirectly, on behalf
of any such Plan or any Person using "Plan Assets" to acquire this Certificate
shall be made except in accordance with Section 5.02(c) of the Agreement.

            The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange
of Certificates, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
with any transfer or exchange of Certificates.

            The Depositor, the Servicer, the Trustee and any agent of the
Depositor, the Servicer or the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Servicer, the Trustee nor any such agent shall be affected by
notice to the contrary.

            The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in REMIC I and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from REMIC I of all
the Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The Agreement permits, but does not require, the party designated in the
Agreement to purchase from REMIC I all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Loans at the time of purchase being less than
10% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date.

            The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.

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


                                     A-18-5
<PAGE>



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

Dated: September ___, 2004

                                    WELLS FARGO BANK, N.A., as Trustee


                                    By:______________________________
                                          Authorized Officer


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

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


                                    WELLS FARGO BANK, N.A., as Trustee


                                    By:______________________________
                                          Authorized Signatory





                                     A-18-6
<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:

TEN COM - as tenants in common            UNIF GIFT MIN ACT - Custodian

TEN ENT - as tenants by the entireties         (Cust) (Minor) under
                                               Uniform Gifts to Minors Act
JT  TEN - as joint tenants with                       _____________
      right of survivorship and not as                   (State)
      tenants in common

    Additional abbreviations may also be used though not in the above list.



                                   ASSIGNMENT
                                  -----------

            FOR VALUE RECEIVED, the undersigned hereby sell(s),  assign(s) and
transfer(s) ___________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

      I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
_______________________________________________________________________________
______________________________________________________________________________.

Dated:

                                    _____________________________________
                                    Signature by or on behalf of assignor


                                    _____________________________________
                                    Signature Guaranteed




                                     A-18-7
<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-18-8
<PAGE>


                                  EXHIBIT A-19

                           FORM OF CLASS P CERTIFICATE

      SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
      "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
      THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
      INTERNAL REVENUE CODE OF 1986 (THE "CODE").

      THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE
      AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO
      SUCH ACT AND LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS THAT ARE
      EXEMPT FROM REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND
      IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
      AGREEMENT.

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


Series: 2004-OPT1                       Aggregate Certificate Principal
                                        Balance of the Class P Certificates
Cut-off Date and date of Pooling and    as of the Issue Date: $100.00
Servicing Agreement: September 1, 2004
                                        Denomination: $100.00
First Distribution Date: October 25,
2004                                    Servicer: Option One Mortgage
                                        Corporation
No. 1
                                        Trustee: Wells Fargo Bank, N.A.

                                        Issue Date: September 2, 2004


      DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
      CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
      OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
      THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS CERTIFICATE.


<PAGE>


                      ASSET BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a portion of a Trust Fund (the
"Trust Fund") consisting primarily of a pool of conventional one- to
four-family, fixed-rate and adjustable-rate, first lien and second lien mortgage
loans (the "Mortgage Loans") formed and sold by

                       CITIGROUP MORTGAGE LOAN TRUST INC.

      THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
      CITIGROUP MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUSTEE OR ANY OF
      THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
      MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE
      UNITED STATES.

            This certifies that Citigroup Global Markets, Inc. is the registered
owner of a Percentage Interest (obtained by dividing the denomination of this
Certificate by the aggregate Certificate Principal Balance of the Class P
Certificates as of the Issue Date) in that certain beneficial ownership interest
evidenced by all the Class P Certificates in REMIC II created pursuant to a
Pooling and Servicing Agreement, dated as specified above (the "Agreement"),
among Citigroup Mortgage Loan Trust Inc. (hereinafter called the "Depositor,"
which term includes any successor entity under the Agreement), the Servicer and
the Trustee, a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Agreement,
to which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class P Certificates on such Distribution
Date pursuant to the Agreement.

            All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trustee in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Trustee for that purpose as provided in the
Agreement.

            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


                                     A-19-2
<PAGE>


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 Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer and the Trustee
with the consent of the Holders of Certificates entitled to at least 66% of the
Voting Rights. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee as provided in the
Agreement, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Trustee duly
executed by, the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No transfer of this Certificate shall be made unless the transfer is
made pursuant to an effective registration statement under the Securities Act of
1933, as amended (the "1933 Act"), and an effective registration or
qualification under applicable state securities laws, or is made in a
transaction that does not require such registration or qualification. In the
event that such a transfer of this Certificate is to be made without
registration or qualification, the Trustee shall require receipt of (i) if such
transfer is purportedly being made in reliance upon Rule 144A under the 1933
Act, written certifications from the Holder of the Certificate desiring to
effect the transfer, and from such Holder's prospective transferee,
substantially in the forms attached to the Agreement as Exhibit F-1, and (ii) in
all other cases, an Opinion of Counsel satisfactory to it that such transfer may
be made without such registration or qualification (which Opinion of Counsel
shall not be an expense of the Trust Fund or of the Depositor, the Trustee or
the Servicer in their respective capacities as such), together with copies of
the written certification(s) of the Holder of the Certificate desiring to effect
the transfer and/or such Holder's prospective transferee upon which such Opinion
of Counsel is based. None of the Depositor or the 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


                                     A-19-3
<PAGE>


permit the transfer of such Certificates without registration or qualification.
Any Holder desiring to effect a transfer of this Certificate shall be required
to indemnify the Trustee, the Depositor 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.

            No transfer of this Certificate to a Plan subject to ERISA or
Section 4975 of the Code, any Person acting, directly or indirectly, on behalf
of any such Plan or any Person using "Plan Assets" to acquire this Certificate
shall be made except in accordance with Section 5.02(c) of the Agreement.

            The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange
of Certificates, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
with any transfer or exchange of Certificates.

            The Depositor, the Servicer, the Trustee and any agent of the
Depositor, the Servicer or the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Servicer, the Trustee nor any such agent shall be affected by
notice to the contrary.

            The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in REMIC I and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from REMIC I of all
the Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The Agreement permits, but does not require, the party designated in the
Agreement to purchase from REMIC I all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Loans at the time of purchase being less than
10% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date.

            The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.

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


                                     A-19-4
<PAGE>


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

Dated: September ___, 2004

                                    WELLS FARGO BANK, N.A., as Trustee


                                    By:______________________________
                                          Authorized Officer


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

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


                                    WELLS FARGO BANK, N.A., as Trustee


                                    By:______________________________
                                          Authorized Signatory





                                     A-19-5
<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:

TEN COM - as tenants in common              UNIF GIFT MIN ACT - Custodian

TEN ENT - as tenants by the entireties         (Cust) (Minor) under
                                               Uniform Gifts to Minors Act
JT  TEN - as joint tenants with                       _____________
      right of survivorship and not as                  (State)
      tenants in common

    Additional abbreviations may also be used though not in the above list.



                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s),  assign(s) and
transfer(s) ___________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

      I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
_______________________________________________________________________________
______________________________________________________________________________.

Dated:

                                    _____________________________________
                                    Signature by or on behalf of assignor


                                    _____________________________________
                                    Signature Guaranteed




                                     A-19-6
<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-19-7
<PAGE>


                                  EXHIBIT A-20

                           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 AND WILL NOT BE REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE
      AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO
      SUCH ACT AND LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS THAT ARE
      EXEMPT FROM REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND
      IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
      AGREEMENT.

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

      ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE
      ONLY IF THE PROPOSED TRANSFEREE PROVIDES (I) AN AFFIDAVIT TO THE TRUSTEE
      THAT (A) SUCH TRANSFEREE IS NOT (1) THE UNITED STATES OR ANY POSSESSION
      THEREOF, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN
      GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR
      INSTRUMENTALITY OF ANY OF THE FOREGOING, (2) ANY ORGANIZATION (OTHER THAN
      A COOPERATIVE DESCRIBED IN SECTION 521 OF THE CODE) THAT IS EXEMPT FROM
      THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH ORGANIZATION IS
      SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE, (3) ANY
      ORGANIZATION DESCRIBED IN SECTION 1381(A)(2)(C) OF THE CODE (ANY SUCH
      PERSON DESCRIBED IN THE FOREGOING CLAUSES (1), (2) OR (3) SHALL
      HEREINAFTER BE REFERRED TO AS A "DISQUALIFIED ORGANIZATION") OR (4) AN
      AGENT OF A DISQUALIFIED ORGANIZATION AND (B) NO PURPOSE OF


                                     A-20-2
<PAGE>


      SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX, AND (II)
      SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING TO THE
      FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE
      REGISTRATION IN THE CERTIFICATE REGISTER OF ANY TRANSFER, SALE OR OTHER
      DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN
      AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED
      TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE
      DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING,
      BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE.
      EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE HEREOF SHALL BE DEEMED TO
      HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH AND THE PROVISIONS OF
      SECTION 5.02(D) OF THE POOLING AND SERVICING AGREEMENT REFERRED TO
      HEREIN. ANY PERSON THAT IS A DISQUALIFIED ORGANIZATION IS PROHIBITED FROM
      ACQUIRING BENEFICIAL OWNERSHIP OF THIS CERTIFICATE.

Series 2004-OPT1                        Aggregate Percentage Interest of the
                                        Class R Certificates as of the Issue
Cut-off Date and date of Pooling and    Date: 100.00%
Servicing Agreement: September 1, 2004
                                        Servicer: Option One Mortgage
First Distribution Date: October 25,    Corporation
2004
                                        Trustee: Wells Fargo Bank, N.A.
No.1
                                        Issue Date: September 2, 2004




                                     A-20-2
<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 lien and second lien mortgage
loans (the "Mortgage Loans") formed and sold by

                       CITIGROUP MORTGAGE LOAN TRUST INC.

      THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
      CITIGROUP MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUSTEE OR ANY OF
      THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
      MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE
      UNITED STATES.

            This certifies that Citigroup Global Markets, Inc. is the registered
owner of a Percentage Interest (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 and the Trustee, a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class R Certificates on such Distribution
Date pursuant to the Agreement.

            All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trustee in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Trustee for that purpose as provided in the
Agreement.

            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.


                                     A-20-3
<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 and the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer and the Trustee
with the consent of the Holders of Certificates entitled to at least 66% of the
Voting Rights. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee as provided in the
Agreement, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Trustee duly
executed by, the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No transfer of this Certificate shall be made unless the transfer is
made pursuant to an effective registration statement under the Securities Act of
1933, as amended (the "1933 Act"), and an effective registration or
qualification under applicable state securities laws, or is made in a
transaction that does not require such registration or qualification. In the
event that such a transfer of this Certificate is to be made without
registration or qualification, the Trustee shall require receipt of (i) if such
transfer is purportedly being made in reliance upon Rule 144A under the 1933
Act, written certifications from the Holder of the Certificate desiring to
effect the transfer, and from such Holder's prospective transferee,
substantially in the forms attached to the Agreement as Exhibit F-1, and (ii) in
all other cases, an Opinion of Counsel satisfactory to it that such transfer may
be made without such registration or qualification (which Opinion of Counsel
shall not be an expense of the Trust Fund or of the Depositor, the Trustee or
the Servicer in their respective capacities as such), together with copies of
the written certification(s) of the Holder of the Certificate desiring to effect
the transfer and/or such Holder's prospective transferee upon which such Opinion
of Counsel is based. None of the Depositor or the Trustee is obligated to
register or qualify the Class of Certificates specified on the face hereof under
the 1933 Act or any other securities law or to take any action not otherwise
required under the Agreement to permit the transfer of such Certificates without
registration or qualification. Any Holder desiring to effect a transfer of this
Certificate shall be required to indemnify the Trustee, the Depositor 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.


                                     A-20-4
<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 Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
with any transfer or exchange of Certificates.

            Prior to registration of any transfer, sale or other disposition of
this Certificate, the proposed transferee shall provide to the Trustee (i) an
affidavit to the effect that such transferee is any Person other than a
Disqualified Organization or the agent (including a broker, nominee or
middleman) of a Disqualified Organization, and (ii) a certificate that
acknowledges that (A) the Class R Certificates have been designated as a
residual interest in a REMIC, (B) it will include in its income a PRO RATA share
of the net income of the Trust Fund and that such income may be an "excess
inclusion," as defined in the Code, that, with certain exceptions, cannot be
offset by other losses or benefits from any tax exemption, and (C) it expects to
have the financial means to satisfy all of its tax obligations including those
relating to holding the Class R Certificates. Notwithstanding the registration
in the Certificate Register of any transfer, sale or other disposition of this
Certificate to a Disqualified Organization or an agent (including a broker,
nominee or middleman) of a Disqualified Organization, such registration shall be
deemed to be of no legal force or effect whatsoever and such Person shall not be
deemed to be a Certificateholder for any purpose, including, but not limited to,
the receipt of distributions in respect of this Certificate.

            The Holder of this Certificate, by its acceptance hereof, shall be
deemed to have consented to the provisions of Section 5.02 of the Agreement and
to any amendment of the Agreement deemed necessary by counsel of the Depositor
to ensure that the transfer of this Certificate to any Person other than a
Permitted Transferee or any other Person will not cause the Trust Fund to cease
to qualify as a REMIC or cause the imposition of a tax upon the REMIC.

            The Depositor, the Servicer, the Trustee and any agent of the
Depositor, the Servicer or the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Servicer, the Trustee nor any such agent shall be affected by
notice to the contrary.

            The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in REMIC I and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from REMIC I of all
the Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The Agreement


                                     A-20-5
<PAGE>


permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Loans at the time of purchase being less than 10% of the aggregate
Stated Principal Balance of the Mortgage Loans as of the Cut-off Date.

            The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.

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




                                     A-20-6
<PAGE>


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

Dated: September ___, 2004

                                    WELLS FARGO BANK, N.A., as Trustee


                                    By:______________________________
                                          Authorized Officer


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

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


                                    WELLS FARGO BANK, N.A., as Trustee


                                    By:______________________________
                                          Authorized Signatory





                                     A-20-7
<PAGE>



                                  ABBREVIATIONS
                                 --------------

The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:

TEN COM - as tenants in common            UNIF GIFT MIN ACT - Custodian

TEN ENT - as tenants by the entireties         (Cust) (Minor) under
                                               Uniform Gifts to Minors Act
JT  TEN - as joint tenants with                      _____________
      right of survivorship and not as                  (State)
      tenants in common

    Additional abbreviations may also be used though not in the above list.



                                   ASSIGNMENT
                                  -----------

            FOR VALUE RECEIVED, the undersigned hereby sell(s),  assign(s) and
transfer(s) ___________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

      I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
_______________________________________________________________________________
______________________________________________________________________________.

Dated:

                                    _____________________________________
                                    Signature by or on behalf of assignor


                                    _____________________________________
                                    Signature Guaranteed




                                     A-20-8
<PAGE>



                            DISTRIBUTION INSTRUCTIONS

      The assignee should include the following for purposes of distribution:

      Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to ___________________________________________________________
______________________________________________________________________for the
account of _______________________________, account number __________________,
or, if mailed by check, to__________________________________________________
_____________________________________________________________________________.

      Applicable statements should be mailed to ______________________________.
This information is provided by __________________________________________, the
assignee named above, or _______________________________________, as its agent.






                                     A-20-9
<PAGE>


                                  EXHIBIT A-21

                          FORM OF CLASS R-X CERTIFICATE

      THIS CERTIFICATE MAY NOT BE TRANSFERRED TO A NON-UNITED STATES PERSON.

      SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
      "RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT"
      ("REMIC"), AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND
      860D OF THE INTERNAL REVENUE CODE OF 1986 (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 AND WILL NOT BE REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE
      AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO
      SUCH ACT AND LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS THAT ARE
      EXEMPT FROM REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND
      IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
      AGREEMENT.

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

      ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE
      ONLY IF THE PROPOSED TRANSFEREE PROVIDES (I) AN AFFIDAVIT TO THE TRUSTEE
      THAT (A) SUCH TRANSFEREE IS NOT (1) THE UNITED STATES OR ANY POSSESSION
      THEREOF, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN
      GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR
      INSTRUMENTALITY OF ANY OF THE FOREGOING, (2) ANY ORGANIZATION (OTHER THAN
      A COOPERATIVE DESCRIBED IN SECTION 521 OF THE CODE) THAT IS EXEMPT FROM
      THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH ORGANIZATION IS
      SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE, (3) ANY
      ORGANIZATION DESCRIBED IN SECTION 1381(A)(2)(C) OF THE CODE (ANY SUCH
      PERSON DESCRIBED IN THE FOREGOING CLAUSES (1), (2) OR (3) SHALL
      HEREINAFTER BE REFERRED TO AS A "DISQUALIFIED ORGANIZATION") OR (4) AN
      AGENT OF A DISQUALIFIED ORGANIZATION AND (B) NO PURPOSE OF


<PAGE>


      SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX, AND (II)
      SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING TO THE
      FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE
      REGISTRATION IN THE CERTIFICATE REGISTER OF ANY TRANSFER, SALE OR OTHER
      DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN
      AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED
      TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE
      DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING,
      BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE.
      EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE HEREOF SHALL BE DEEMED TO
      HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH AND THE PROVISIONS OF
      SECTION 5.02(D) OF THE POOLING AND SERVICING AGREEMENT REFERRED TO
      HEREIN. ANY PERSON THAT IS A DISQUALIFIED ORGANIZATION IS PROHIBITED FROM
      ACQUIRING BENEFICIAL OWNERSHIP OF THIS CERTIFICATE.

Series 2004-OPT1                        Aggregate Percentage Interest of the
                                        Class R-X Certificates as of the
Cut-off Date and date of Pooling and    Issue Date: 100.00%
Servicing Agreement: September 1, 2004
                                        Servicer: Option One Mortgage
First Distribution Date: October 25,    Corporation
2004
                                        Trustee: Wells Fargo Bank, N.A.
No.1
                                        Issue Date: September 2, 2004





                                     A-21-2
<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 lien and second lien mortgage
loans (the "Mortgage Loans") formed and sold by

                       CITIGROUP MORTGAGE LOAN TRUST INC.

      THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
      CITIGROUP MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUSTEE OR ANY OF
      THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
      MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE
      UNITED STATES.

            This certifies that [___] 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 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 Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trustee in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Trustee for that purpose as provided in the
Agreement.

            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.


                                     A-21-3
<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 and the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer and the Trustee
with the consent of the Holders of Certificates entitled to at least 66% of the
Voting Rights. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee as provided in the
Agreement, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Trustee duly
executed by, the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No transfer of this Certificate shall be made unless the transfer is
made pursuant to an effective registration statement under the Securities Act of
1933, as amended (the "1933 Act"), and an effective registration or
qualification under applicable state securities laws, or is made in a
transaction that does not require such registration or qualification. In the
event that such a transfer of this Certificate is to be made without
registration or qualification, the Trustee shall require receipt of (i) if such
transfer is purportedly being made in reliance upon Rule 144A under the 1933
Act, written certifications from the Holder of the Certificate desiring to
effect the transfer, and from such Holder's prospective transferee,
substantially in the forms attached to the Agreement as Exhibit F-1, and (ii) in
all other cases, an Opinion of Counsel satisfactory to it that such transfer may
be made without such registration or qualification (which Opinion of Counsel
shall not be an expense of the Trust Fund or of the Depositor, the Trustee or
the Servicer in their respective capacities as such), together with copies of
the written certification(s) of the Holder of the Certificate desiring to effect
the transfer and/or such Holder's prospective transferee upon which such Opinion
of Counsel is based. None of the Depositor or the Trustee is obligated to
register or qualify the Class of Certificates specified on the face hereof under
the 1933 Act or any other securities law or to take any action not otherwise
required under the Agreement to permit the transfer of such Certificates without
registration or qualification. Any Holder desiring to effect a transfer of this
Certificate shall be required to indemnify the Trustee, the Depositor 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.


                                     A-21-4
<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 Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
with any transfer or exchange of Certificates.

            Prior to registration of any transfer, sale or other disposition of
this Certificate, the proposed transferee shall provide to the Trustee (i) an
affidavit to the effect that such transferee is any Person other than a
Disqualified Organization or the agent (including a broker, nominee or
middleman) of a Disqualified Organization, and (ii) a certificate that
acknowledges that (A) the Class R-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 Trustee and any agent of the
Depositor, the Servicer or the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Servicer, the Trustee nor any such agent shall be affected by
notice to the contrary.

            The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in REMIC I and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from REMIC I of all
the Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The Agreement


                                     A-21-5
<PAGE>


permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Loans at the time of purchase being less than 10% of the aggregate
Stated Principal Balance of the Mortgage Loans as of the Cut-off Date.

            The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.

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




                                     A-21-6
<PAGE>


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

Dated: September ___, 2004

                                    WELLS FARGO BANK, N.A., as Trustee


                                    By:______________________________
                                          Authorized Officer


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

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


                                    WELLS FARGO BANK, N.A., as Trustee


                                    By:______________________________
                                          Authorized Signatory





                                     A-21-7
<PAGE>


                                  ABBREVIATIONS
                                 --------------

The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:

TEN COM - as tenants in common           UNIF GIFT MIN ACT - Custodian

TEN ENT - as tenants by the entireties         (Cust) (Minor) under
                                               Uniform Gifts to Minors Act
JT  TEN - as joint tenants with                       _____________
      right of survivorship and not as                  (State)
      tenants in common

    Additional abbreviations may also be used though not in the above list.



                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s),  assign(s) and
transfer(s) ___________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

      I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
_______________________________________________________________________________
______________________________________________________________________________.

Dated:

                                    _____________________________________
                                    Signature by or on behalf of assignor


                                    _____________________________________
                                    Signature Guaranteed





                                     A-21-8
<PAGE>


                            DISTRIBUTION INSTRUCTIONS

      The assignee should include the following for purposes of distribution:

      Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to ___________________________________________________________
______________________________________________________________________for the
account of _______________________________, account number __________________,
or, if mailed by check, to__________________________________________________
_____________________________________________________________________________.

      Applicable statements should be mailed to ______________________________.
This information is provided by __________________________________________, the
assignee named above, or _______________________________________, as its agent.



                                     A-21-9
<PAGE>



                                    EXHIBIT B

                                   [Reserved]





<PAGE>


                                   EXHIBIT C-1

                     FORM OF TRUSTEE`S INITIAL CERTIFICATION

                                                      [DATE]

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

Option One Mortgage Corporation
3 Ada Road
Irvine, CA 92618

            Re:   Pooling and Servicing Agreement, dated as of September 1,
                  2004, among Citigroup Mortgage Loan Trust Inc., as
                  Depositor, Option One Mortgage Corporation, as Servicer and
                  Wells Fargo Bank, N.A. as Trustee, Asset Backed
                  Pass-Through Certificates, Series 2004-OPT1
                  ------------------------------------------------------------


Ladies and Gentlemen:

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

            As to each Mortgage Loan listed in the Mortgage Loan Schedule (other
than any Mortgage Loan paid in full or any Mortgage Loan specifically identified
in the exception report annexed thereto as not being covered by such
certification), (i) all documents constituting part of such Mortgage File (other
than such documents described in 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 Mortgagor's Name, the
Mortgagor's street address and city of the Mortgaged Property and the
information set forth in the Mortgage Loan Schedule that corresponds to items
(i), (iii), (x)(A), (xii), (xv) and (xix) of the definition of "Mortgage Loan
Schedule" accurately reflects information set forth in the Mortgage File.

            The Trustee 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.




                                     C-1-1
<PAGE>


                                    WELLS FARGO BANK, N.A., as Trustee


                                    By:______________________________
                                      Name:
                                      Title:





                                     C-1-2
<PAGE>


                                   EXHIBIT C-2

                      FORM OF TRUSTEE'S FINAL CERTIFICATION

                                                      [Date]

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

Option One Mortgage Corporation
3 Ada Road
Irvine, CA 92618

            Re:   Pooling and Servicing Agreement, dated as of September 1,
                  2004, among Citigroup Mortgage Loan Trust Inc., as
                  Depositor, Option One Mortgage Corporation, as Servicer and
                  Wells Fargo Bank, N.A. as Trustee, Asset Backed
                  Pass-Through Certificates, Series 2004-OPT1
                  ------------------------------------------------------------


Ladies and Gentlemen:

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

            (i)   the original Mortgage 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;

            (ii)  an original Assignment in blank;

            (iii) 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.

            The Trustee 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 Trustee 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


                                     C-2-1
<PAGE>


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, N.A., as Trustee


                                    By:________________________________
                                      Name:
                                      Title:











                                     C-2-2
<PAGE>


                                   EXHIBIT C-3

                   FORM OF TRUSTEE'S RECEIPT OF MORTGAGE NOTES

                                                      [Date]

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

Option One Mortgage Corporation
3 Ada Road
Irvine, CA 92618

            Re:   Pooling and Servicing Agreement, dated as of September 1,
                  2004, among Citigroup Mortgage Loan Trust Inc., as
                  Depositor, Option One Mortgage Corporation, as Servicer and
                  Wells Fargo Bank, N.A. as Trustee, Asset Backed
                  Pass-Through Certificates, Series 2004-OPT1
                  ------------------------------------------------------------



Ladies and Gentlemen:

             Pursuant to Section 2.01 of the above-captioned Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), the undersigned, as
Trustee, hereby acknowledges the receipt of the original Mortgage Notes (a copy
of which is attached hereto as Exhibit 1) with any exceptions thereto listed on
Exhibit 2.

      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, N.A., as Trustee


                                    By:________________________________
                                      Name:
                                      Title:





                                     C-3-1
<PAGE>



                                    EXHIBIT D

                    FORM OF MORTGAGE LOAN PURCHASE AGREEMENT






                                      D-1

<PAGE>

                        MORTGAGE LOAN PURCHASE AGREEMENT

            This is a Mortgage Loan Purchase Agreement (this "Agreement"), dated
August 30, 2004, among Option One Mortgage Corporation, a California corporation
(the "Originator"), 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 asset backed pass-through certificates designated as
Citigroup Mortgage Loan Trust, Series 2004-OPT1, Asset Backed Pass-Through
Certificates (the "Certificates"). The Certificates will consist of twenty-one
classes of certificates and will be issued pursuant to a Pooling and Servicing
Agreement, dated as of September 1, 2004 (the "Pooling and Servicing
Agreement"), among the Depositor as depositor, Option One Mortgage Corporation
as servicer (the "Servicer") and Wells Fargo Bank, N.A. as trustee (the
"Trustee"). Capitalized terms used but not defined herein shall have the
meanings set forth in the Pooling and Servicing Agreement.

            The parties hereto agree as follows:

            SECTION 1.  Agreement to Purchase.
                        ---------------------

            The Seller agrees to sell and the Purchaser agrees to purchase, on
or before September 2, 2004 (the "Closing Date"), certain fixed-rate and
adjustable-rate conventional, one-to four-family, first lien and second lien,
residential mortgage loans purchased by the Seller from the Originator (the
"Mortgage Loans"), having an aggregate principal balance as of the close of
business on September 1, 2004, (the "Cut-off Date") of $1,083,027,227.62 (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, on an Originator
servicing-retained basis.

            SECTION 2.  Mortgage Loan Schedule.
                        ----------------------

            The Purchaser and the Seller have agreed upon which of the Mortgage
Loans 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.


<PAGE>


            SECTION 3.  Consideration.
                        -------------

            (a) In consideration for the Mortgage Loans to be purchased
hereunder, the Purchaser shall, as described in Section 8, pay to or upon the
order of the Seller in immediately available funds an amount (the "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,
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, endorsed in blank or in the
      following form "Pay to the order of Wells Fargo Bank, N.A., 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 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) 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 as contemplated by the immediately preceding
      clause (iii);

            (v) the original or copies of each assumption, modification or
      substitution agreement, if any; and

(vi)  the original lender's title insurance policy or, if the original title
      policy has not been issued, the irrevocable commitment to issue the same.

            With respect to a maximum of approximately 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(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 H 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 Originator in the case of (x) above or the applicable
public recording office in the case of (y) above to be a true and complete copy
of the original that was submitted for recording and (2) if such copy is
certified by the Originator, delivery to the 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 Purchaser, the Trustee 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.

            The Seller shall (at the expense of the Originator) promptly (within
sixty Business Days following the later of the Closing Date and the date of
receipt by the Seller 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 no expense to the Trust Fund, the Trustee or the
Purchaser, in the appropriate public office for real property records, each
Assignment referred to in Sections 4(b)(iii) and (iv) above and the Seller shall
execute each original Assignment or cause each original Assignment to be
executed in the following form: "Wells Fargo Bank, N.A., as Trustee under the
applicable agreement." In the event that any such Assignment is lost or


                                       3
<PAGE>


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.

            Notwithstanding the foregoing, however, for administrative
convenience and facilitation of servicing and to reduce closing costs, the
Assignments shall not be required to be submitted for recording (except with
respect to any Mortgage Loan located in Maryland, Florida, Hawaii and
Mississippi) unless the Trustee or the Purchaser receives notice that such
failure to record would result in a withdrawal or a downgrading by any Rating
Agency of the rating on any Class of Certificates; provided, however, the Seller
shall submit or cause to be submitted each Assignment for recording in the
manner described above, at the expense of the Originator and at no expense to
the Trust Fund or the Trustee, upon the earliest to occur of: (i) reasonable
direction by Holders of Certificates entitled to at least 25% of the Voting
Rights, (ii) the occurrence of a Servicer Event of Default, (iii) the occurrence
of a bankruptcy, insolvency or foreclosure relating to the Servicer, (iv) the
occurrence of a servicing transfer as described in Section 7.02 of the Pooling
and Servicing Agreement, (v) with respect to any one Assignment, the occurrence
of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the
related Mortgage and (vi) any Mortgage Loan that is 90 days or more Delinquent.
Upon receipt of written notice that recording of the Assignments is required
pursuant to one or more of the conditions set forth in the preceding sentence,
the Seller shall be required to deliver such Assignments or shall cause such
Assignments to be delivered within 30 days following receipt of such notice.

            Each original document relating to a Mortgage Loan which is not
delivered to the Purchaser or its assignee, transferee or designee, if held by
the Seller, shall be so held for the benefit of the Purchaser, its assignee,
transferee or designee.

            (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 or the Originator, and the assignee
shall succeed to the rights and obligations hereunder of the Purchaser. Any
expense reasonably incurred by or on behalf of the Purchaser or the Trustee in
connection with enforcing any obligations of the Seller or the Originator under
this Agreement will be promptly reimbursed by the Seller or the Originator, as
applicable.

            (e) Examination of Mortgage Files. Prior to the Closing Date, the
                -----------------------------
Seller shall either (i) deliver in escrow to the Purchaser, or to any assignee,
transferee or designee of the Purchaser for examination, the Mortgage File
pertaining to each Mortgage Loan or (ii) make such Mortgage Files available to
the Purchaser or to any assignee, transferee or designee of the Purchaser for
examination. Such examination may be made by the Purchaser or the Trustee, and


                                       4
<PAGE>


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
                        ------------------------------------------------
                        Originator and the Seller.
                        --------------------------

            (a) The Originator hereby represents and warrants to the Seller and
the Purchaser, as of the date hereof and as of the Closing Date, and covenants,
that:

            (i) The Originator is duly organized, validly existing and in good
      standing under the laws of the state of California and has all licenses
      necessary to carry on its business as now being conducted. It is licensed
      in, qualified to transact business in and is in good standing under the
      laws of the state in which any Mortgaged Property is located and is and
      will remain in compliance with the laws of each state in which any
      Mortgaged Property is located to the extent necessary to ensure the
      enforceability of each Mortgage Loan and the servicing of the Mortgage
      Loan in accordance with the terms of this Agreement. No licenses or
      approvals obtained by the Originator have been suspended or revoked by any
      court, administrative agency, arbitrator or governmental body and no
      proceedings are pending which might result in such suspension or
      revocation;

            (ii) The Originator has the full power and authority to hold each
      Mortgage Loan, to sell each Mortgage Loan, and to execute, deliver and
      perform, and to enter into and consummate, all transactions contemplated
      by this Agreement. The Originator 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 Originator, enforceable against it in accordance
      with its terms except to the extent that (i) the enforceability thereof
      may be limited by bankruptcy, insolvency, moratorium, receivership,
      reorganization, or other similar laws relating to creditors' rights
      generally and (ii) the remedy of specific performance and injunctive
      relief and other forms of equitable relief may be subject to the equitable
      defenses and to the discretion of the court before which any proceeding
      therefore may be brought;

            (iii) The execution and delivery of this Agreement by the Originator
      and the performance of and compliance with the terms of this Agreement
      will not violate the Originator's articles of incorporation or by-laws or
      constitute a material default under or result in a material breach or
      acceleration of, any material contract, agreement or other instrument to
      which the Originator is a party or which may be applicable to the
      Originator or its assets;


                                       5
<PAGE>


            (iv) The Originator is not in violation of, and the execution and
      delivery of this Agreement by the Originator 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 Originator or its assets, which violation
      might have consequences that would materially and adversely affect the
      condition (financial or otherwise) or the operation of the Originator or
      its assets or might have consequences that would materially and adversely
      affect the performance of its obligations and duties hereunder;

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

            (vi) The Originator 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;

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

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

            (ix) Neither this Agreement nor any written statement, report or
      other document prepared, or to be prepared, by the Originator and
      furnished, or to be furnished, pursuant to this Agreement or in connection
      with the transactions contemplated hereby contains any untrue statement of
      material fact or omits to state a material fact necessary to make the
      statements contained herein or therein not misleading, in light of the
      circumstances in which such statements were made.

            (b) The Seller hereby represents and warrants to the Originator and
the Purchaser, as of the date hereof and as of the Closing Date, and covenants,
that:

            (i) The Seller is a corporation, duly organized and validly existing
      and in good standing under the laws of the state of its incorporation 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


                                       6
<PAGE>


      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) This Agreement has been duly and validly authorized, executed
      and delivered by the Seller, all requisite corporate action having been
      taken, and (assuming the due authorization, execution and delivery hereof
      by the Purchaser) constitutes the valid, legal and binding obligation of
      the Seller, enforceable in accordance with its terms, except as such
      enforcement may be limited by (A) bankruptcy, insolvency, reorganization,
      receivership, moratorium or other similar laws relating to or affecting
      the rights of creditors generally, (B) general equity principles
      (regardless of whether such enforcement is considered in a proceeding in
      equity or at law) or (C) public policy considerations underlying the
      securities laws, to the extent that such public policy considerations
      limit the enforceability of the provisions of this Agreement which purport
      to provide indemnification from securities laws liabilities;

            (iii) The execution, delivery and performance of this Agreement by
      the Seller (x) does not conflict and will not conflict with, does not
      breach and will not result in a breach of and does not constitute and will
      not constitute a default (or an event, which with notice or lapse of time
      or both, would constitute a default) under (A) any terms or provisions of
      the articles of incorporation or by-laws of the Seller, (B) any term or
      provision of any material agreement, contract, instrument or indenture, to
      which the Seller is a party or by which the Seller or any of its property
      is bound or (C) any law, rule, regulation, order, judgment, writ,
      injunction or decree of any court or governmental authority having
      jurisdiction over the Seller or any of its property and (y) does not
      create or impose and will not result in the creation or imposition of any
      lien, charge or encumbrance which would have a material adverse effect
      upon the Mortgage Loans or any documents or instruments evidencing or
      securing the Mortgage Loans;

            (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;


                                       7
<PAGE>


            (vi) The Seller is not in violation of, and the execution and
      delivery of this Agreement by the Seller and its performance and
      compliance with the terms of this Agreement will not constitute a
      violation with respect to, any order or decree of any court or any order
      or regulation of any federal, state, municipal or governmental agency
      having jurisdiction over the Seller or its assets, which violation might
      have consequences that would materially and adversely affect the condition
      (financial or otherwise) or the operation of the Seller or its assets or
      might have consequences that would materially and adversely affect the
      performance of its obligations and duties hereunder;

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

            (viii)Immediately prior to the sale of the Mortgage Loans to the
      Purchaser as herein contemplated, the Seller will be the owner of the
      related Mortgage and the indebtedness evidenced by the related Mortgage
      Note, and, upon the payment to the Seller of the Purchase Price, in the
      event that the Seller retains or has retained record title, the Seller
      shall retain such record title to each Mortgage, each related Mortgage
      Note and the related Mortgage Files with respect thereto in trust for the
      Purchaser as the owner thereof from and after the date hereof;

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

            (x) The consummation of the transactions contemplated by this
      Agreement are in the ordinary course of business of the Seller, and the
      transfer, assignment and conveyance of the Mortgage Notes and the
      Mortgages by the Seller are not subject to the bulk transfer or any
      similar statutory provisions;

            (xi) The Seller has not dealt with any broker, investment banker,
      agent or other person, except for the Purchaser or any of its affiliates,
      that may be entitled to any commission or compensation in connection with
      the sale of the Mortgage Loans;

            (xii) There is no litigation currently pending or, to the best of
      the Seller's knowledge without independent investigation, threatened
      against the Seller that would reasonably be expected to adversely affect
      the transfer of the Mortgage Loans, the issuance of the Certificates or
      the execution, delivery, performance or enforceability of this Agreement,
      or that would result in a material adverse change in the financial
      condition of the Seller;

            (xiii)The Seller is solvent and will not be rendered insolvent by
      the consummation of the transactions contemplated hereby. The Seller is
      not transferring any Mortgage loan with any intent to hinder, delay or
      defraud any of its creditors;


                                       8
<PAGE>


            (xiv) All Mortgage Loans were originated in compliance with all
      applicable laws, including, but not limited to, all applicable
      anti-predatory lending laws;

            (xv) None of the mortgage loans are High Cost as defined by the
      applicable predatory and abusive lending laws; and

            (xvi) With respect to the Originator's representations and
      warranties set forth in Section 6(1), (3), (17), (22), (23), (33) and (43)
      nothing has occurred since the Whole Loan Sale Date which would cause such
      representation and warranty to be untrue in any material respect as of the
      Closing Date.

            SECTION 6. Representations and Warranties of the Originator Relating
                       ---------------------------------------------------------
                       to the Mortgage Loans.
                       ---------------------

            The Originator hereby represents and warrants to the Seller and the
Purchaser that as to each Mortgage Loan as of the Closing Date or as of such
other date as specified herein:

            (1) The information set forth in the Mortgage Loan Schedule (as such
term is defined in the Master Mortgage Loan Purchase and Servicing Agreement
between the Seller and the Originator, dated August 1, 2004 (the "Whole Loan
Agreement") is complete, true and correct as of the date that the Originator
sold such Mortgage Loan to the Seller (the "Whole Loan Sale Date");

            (2) Each document or instrument in the related Mortgage File is in a
form generally acceptable to prudent mortgage lenders that regularly originate
or purchase mortgage loans comparable to the Mortgage Loans for sale to prudent
investors in the secondary market that invest in mortgage loans such as the
Mortgage Loans;

            (3) The Originator has not advanced funds, or induced, solicited or
knowingly received any advance of funds from a party other than a Mortgagor of
the related Mortgaged Property, directly or indirectly, for the payment of any
amount required by the Mortgage Note or Mortgage; and there was no delinquency
(other than payments less than 30 days delinquent), exclusive of any period of
grace, in any payment by the Mortgagor thereunder from the origination of the
Mortgage Loan to the Whole Loan Sale Date;

            (4) There are no delinquent taxes, insurance premiums or any other
assessments that could jeopardize the lien position of the Mortgage Loan,
including assessments payable in future installments or other outstanding
charges affecting the related Mortgaged Property;

            (5) The terms of the Mortgage Note and the Mortgage have not been
impaired, waived, altered or modified in any respect, except by written
instruments, recorded in the applicable public recording office if necessary to
maintain the lien priority of the Mortgage, the substance of any such waiver,
alteration or modification has been approved by the title insurer, to the extent
required by the related policy, and is reflected on the related Mortgage Loan
Schedule. No instrument of waiver, alteration or modification has been executed,
and no Mortgagor has been released, in whole or in part, except in connection
with an assumption agreement approved by the title insurer, to the extent
required by the policy, and which


                                       9
<PAGE>


assumption agreement has been delivered to the
Purchaser and the terms of which are reflected in the Mortgage Loan Schedule;

            (6) The Mortgage Note and the Mortgage are not subject to any right
of rescission, set-off, counterclaim or valid defense, including the defense of
usury, nor will the operation of any of the terms of the Mortgage Note and the
Mortgage, or the exercise of any right thereunder, render the Mortgage
unenforceable, in whole or in part, or subject to any such right of rescission,
set-off, counterclaim or defense, including the defense of usury and no such
right of rescission, set-off, counterclaim or defense has been asserted with
respect thereto;

            (7) All buildings upon the Mortgaged Property are insured by an
insurer acceptable to Fannie Mae and Freddie Mac against loss by fire, hazards
of extended coverage and such other hazards as are customary in the area where
the Mortgaged Property is located, pursuant to insurance policies providing
coverage in an amount, except where limited by applicable law to a lesser
amount, not less than the greatest of (i) 100% of the replacement cost of all
improvements to the Mortgaged Property, (ii) either (A) the outstanding
principal balance of the Mortgage Loan with respect to each first lien Mortgage
Loan or (B) with respect to each second lien Mortgage Loan, the sum of the
outstanding principal balance of the first lien Mortgage Loan and the
outstanding principal balance of the second lien Mortgage Loan, (iii) the amount
necessary to avoid the operation of any co-insurance provisions with respect to
the Mortgaged Property, and consistent with the amount that would have been
required as of the date of origination in accordance with Originator's
underwriting guidelines or (iv) the amount necessary to fully compensate for any
damage or loss to the improvements that are a part of such property on a
replacement cost basis. All such insurance policies contain a standard mortgagee
clause naming the Originator, its successors and assigns as mortgagee and all
premiums due and payable thereon have been paid. If the Mortgaged Property is in
an area identified on a Flood Hazard Map or Flood Insurance Rate Map issued 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 which policy conforms to the requirements of Fannie
Mae and Freddie Mac. The Mortgage obligates the Mortgagor thereunder to maintain
all such insurance at the 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 therefor
from the Mortgagor;

            (8) Any and all requirements of any federal, state or local law
including, without limitation, usury, truth in lending, real estate settlement
procedures, predatory and abusive lending, consumer credit protection, equal
credit opportunity, fair housing or disclosure laws applicable to the
origination and servicing of mortgage loans of a type similar to the Mortgage
Loans have been complied with in all material respects;

            (9) The Mortgage has not been satisfied, cancelled, subordinated or
rescinded, in whole or in part, and the Mortgaged Property has not been released
from the lien of the Mortgage, in whole or in part, nor has any instrument been
executed that would effect any such satisfaction, cancellation, subordination,
rescission or release;


                                       10
<PAGE>


(10) The Mortgage is a valid, existing and enforceable (subject to principles of
equity, bankruptcy, insolvency and other laws of general application affecting
the rights of creditors) (A) first lien and first priority security interest
with respect to each Mortgage Loan which is indicated by the Originator to be a
first lien (as reflected on the Mortgage Loan Schedule), or (B) second lien and
second priority security interest with respect to each Mortgage Loan which is
indicated by the Originator to be a second lien (as reflected on the Mortgage
Loan Schedule), in either case, on the Mortgaged Property, including all
improvements on the Mortgaged Property subject only to (a) the lien of current,
non-delinquent real property taxes and assessments not yet due and payable, (b)
covenants, conditions and restrictions, rights of way, easements and other
matters of the public record as of the date of recording being acceptable to
mortgage lending institutions generally and specifically referred to in the
lender's title insurance policy delivered to the originator of the Mortgage Loan
and which do not adversely affect the Value of the Mortgaged Property, (c) with
respect to each Mortgage Loan which is indicated by the Originator to be a
second lien Mortgage Loan (as reflected on the Mortgage Loan Schedule) a first
lien on the Mortgaged Property; and (d) 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, existing and enforceable first or
second lien and first or second priority security interest (in each case, as
indicated on the Mortgage Loan Schedule);

            (11) 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 principles of equity, bankruptcy,
insolvency and other laws of general application affecting the rights of
creditors and except that the remedy of specific performance and injunctive and
other forms of equitable relief may be subject to equitable defenses and to the
discretion of the court before which any proceeding therefore may be brought;

            (12) All parties to the Mortgage Note and the Mortgage had legal
capacity to enter into the Mortgage Loan and to execute and deliver the Mortgage
Note and the Mortgage, and the Mortgage Note and the Mortgage have been duly and
properly executed by such parties. The Mortgagor is a natural person;

            (13) The proceeds of the Mortgage Loan have been fully disbursed to
or for the account of the Mortgagor and there is no obligation for the Mortgagee
to advance additional funds thereunder and any and all requirements as to
completion of any on-site or off-site improvement and as to disbursements of any
escrow funds therefore have been complied with. All costs, fees and expenses
incurred in making or closing the Mortgage Loan and the recording of the
Mortgage have been paid, and the Mortgagor is not entitled to any refund of any
amounts paid or due to the Mortgagee pursuant to the Mortgage Note or Mortgage;

            (14) All parties which have had any interest in the Mortgage Loan,
whether as mortgagee, assignee, pledgee or otherwise, are (or, during the period
in which they held and disposed of such interest, were) in compliance with any
and all applicable "doing business" and licensing requirements of the laws of
the state wherein the Mortgaged Property is located;


                                       11
<PAGE>


            (15) The Mortgage Loan is covered by an ALTA lender's title
insurance policy (which, in the case of an Adjustable-Rate Mortgage Loan has an
adjustable rate mortgage endorsement in the form of ALTA 6.0 or 6.1) acceptable
to Fannie Mae and Freddie Mac, issued by a title insurer acceptable to Fannie
Mae and Freddie Mac and qualified to do business in the jurisdiction where the
Mortgaged Property is located, insuring (subject to the exceptions contained in
(10)(a) and (b), and with respect to any second lien Mortgage Loan (c), above)
the Originator, its successors and assigns as to the first or second priority
lien (as indicated on the Mortgage Loan Schedule) of the Mortgage in the
original principal amount of the Mortgage Loan and, with respect to any
Adjustable-Rate Mortgage Loan, against any loss by reason of the invalidity or
unenforceability of the lien resulting from the provisions of the Mortgage
providing for adjustment in the Mortgage Rate and Monthly Payment. Additionally,
such lender's title insurance policy affirmatively insures ingress and egress to
and from the Mortgaged Property, and against encroachments by or upon the
Mortgaged Property or any interest therein. The Originator and its successors
and assigns are the sole named insured of such lender's title insurance policy,
and such lender's title insurance policy is in full force and effect and will be
in full force and effect upon the consummation of the transactions contemplated
by this Agreement. No claims have been made under such lender's title insurance
policy, and no prior holder of the related Mortgage, including the Originator,
has done, by act or omission, anything which would impair the coverage of such
lender's title insurance policy;

            (16) There is no default, breach, violation or event of acceleration
existing under the Mortgage or the Mortgage Note and no event which, with the
passage of time or with notice and the expiration of any grace or cure period,
would constitute a default, breach, violation or event of acceleration, and the
Originator has not waived any default, breach, violation or event of
acceleration. With respect to each second lien Mortgage Loan (i) the related
first lien mortgage loan is in full force and effect, (ii) there is no default,
breach, violation or event of acceleration existing under such first lien
mortgage or the related mortgage note, (iii) no event which, with the passage of
time or with notice and the expiration of any grace or cure period, would
constitute a default, breach, violation or event of acceleration thereunder, and
either (A) the first lien mortgage contains a provision which allows or (B)
applicable law requires, the mortgagee under the second lien Mortgage Loan to
receive notice of, and affords such mortgagee an opportunity to cure any default
by payment in full or otherwise under the first lien mortgage;

            (17) As of the Whole Loan Sale Date, there are no mechanics' or
similar liens or claims which have been filed for work, labor or material (and
no rights are outstanding that under law could give rise to such lien) affecting
the related Mortgaged Property which are or may be liens prior to, or equal or
coordinate with, the lien of the related Mortgage;

            (18) All improvements which were considered in determining the 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 encroach upon the Mortgaged Property;

            (19) The Mortgage Loan was originated or acquired by the Originator
or by a savings and loan association, a savings bank, a commercial bank or
similar banking institution


                                       12
<PAGE>


which is supervised and examined by a federal or state authority, or by a
mortgagee approved as such by the Secretary of HUD;

            (20) Principal payments on the Mortgage Loan commenced no more than
sixty days after the proceeds of the Mortgage Loan were disbursed. The Mortgage
Loan bears interest at the Mortgage Rate set forth on the Mortgage Loan
Schedule. With respect to each Mortgage Loan and, unless otherwise disclosed on
the Mortgage Loan Schedule, the Mortgage Note is payable on the first day of
each month in Monthly Payments, which, in the case of a Fixed-Rate Mortgage
Loans, are sufficient to fully amortize the original principal balance over the
original term thereof (other than with respect to a Mortgage Loan identified on
the related Mortgage Loan Schedule as an interest-only Mortgage Loan during the
interest-only period) and to pay interest at the related Mortgage Rate, and, in
the case of an Adjustable-Rate Mortgage Loan, are changed on each Adjustment
Date, and in any case, are sufficient to fully amortize the original principal
balance over the original term thereof (other than with respect to a Mortgage
Loan identified on the related Mortgage Loan Schedule as an interest-only
Mortgage Loan during the interest-only period) and to pay interest at the
related Mortgage Rate. With respect to each Mortgage Loan identified on the
Mortgage Loan Schedule as an interest-only Mortgage Loan, the interest-only
period shall not exceed five (5) years (or such other period specified on the
Mortgage Loan Schedule) and following the expiration of such interest-only
period, the remaining Monthly Payments shall be sufficient to fully amortize the
original principal balance over the remaining term of the Mortgage Loan. The
Index for each Adjustable-Rate Mortgage Loan is as defined in the Mortgage Loan
Schedule. The Mortgage Note does not permit negative amortization. No Mortgage
Loan is a convertible mortgage loan;

            (21) The origination and collection practices used by the Originator
with respect to each Mortgage Note and Mortgage have been in all respects legal,
proper, prudent and customary as used by institutions in the mortgage
origination and servicing industry which originate or service mortgage loans of
the same type as such Mortgage Loan in the jurisdiction where the related
Mortgaged Property is located. The Mortgage Loan has been serviced by the
Originator and any predecessor servicer in accordance with the terms of the
Mortgage Note. With respect to escrow deposits and Escrow Payments, if any, all
such payments are in the possession of, or under the control of, the Originator
and there exist no deficiencies in connection therewith for which customary
arrangements for repayment thereof have not been made. No escrow deposits or
Escrow Payments or other charges or payments due the Originator have been
capitalized under any Mortgage or the related Mortgage Note and no such escrow
deposits or Escrow Payments are being held by the Originator for any work on a
Mortgaged Property which has not been completed;

            (22) As of the Whole Loan Sale Date, the Mortgaged Property was free
of damage and waste and there is no proceeding pending for the total or partial
condemnation thereof;

            (23) The Mortgage and related Mortgage Note contain customary and
enforceable provisions such as to render the rights and remedies of the holder
thereof adequate for the realization against the Mortgaged Property of the
benefits of the security provided thereby, including, (a) in the case of a
Mortgage designated as a deed of trust, by trustee's sale, and (b) otherwise by
judicial foreclosure. As of the Whole Loan Sale Date, the Mortgaged


                                       13
<PAGE>


Property is not subject to any bankruptcy proceeding or foreclosure proceeding
and the Mortgagor is not in bankruptcy. 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.
As of the Whole Loan Sale Date, the Mortgagor has not notified the Originator
and the Originator has no knowledge of any relief requested or allowed to the
Mortgagor under the Servicemembers' Civil Relief Act;

            (24) The Mortgage Loan was underwritten in accordance with the
underwriting standards of the Originator in effect at the time the Mortgage Loan
was originated; and the Mortgage Note and Mortgage are on forms generally
acceptable to Fannie Mae and Freddie Mac;

            (25) The Mortgage Note is not and has not been secured by any
collateral except the lien of the corresponding Mortgage on the Mortgaged
Property and the security interest of any applicable security agreement or
chattel mortgage referred to in (10) above;

            (26) The Mortgage File contains an appraisal of the related
Mortgaged Property which satisfied the standards of Fannie Mae and Freddie Mac,
was on appraisal form 1004, 2055, 2065 or 704 and, except as otherwise set forth
on the Mortgage Loan Schedule, contained an interior inspection and was made and
signed, prior to the approval of the Mortgage Loan application, by a qualified
appraiser, duly appointed by the Originator, who had no interest, direct or
indirect in the Mortgaged Property or in any loan made on the security thereof,
whose compensation is not affected by the approval or disapproval of the
Mortgage Loan and who met the minimum qualifications of Fannie Mae and Freddie
Mac. Each appraisal of the Mortgage Loan was made in accordance with the
relevant provisions of the Financial Institutions Reform, Recovery, and
Enforcement Act of 1989;

            (27) In the event the Mortgage constitutes a deed of trust, a
trustee, duly qualified under applicable law to serve as such, has been properly
designated and currently so serves and is named in the Mortgage, and no fees or
expenses are or will become payable by the Purchaser to the trustee under the
deed of trust, except in connection with a trustee's sale after default by the
Mortgagor;

            (28) No Mortgage Loan contains provisions pursuant to which Monthly
Payments are (a) paid or partially paid with funds deposited in any separate
account established by the Originator, the Mortgagor, or anyone on behalf of the
Mortgagor, (b) paid by any source other than the Mortgagor or (c) contains any
other similar provisions which may constitute a "buydown" provision. The
Mortgage Loan is not a graduated payment mortgage loan and the Mortgage Loan
does not have a shared appreciation or other contingent interest feature;

            (29) The Mortgagor has received all disclosure materials required by
applicable law with respect to the making of fixed rate mortgage loans in the
case of Fixed-Rate Mortgage Loans, and adjustable rate mortgage loans in the
case of Adjustable-Rate Mortgage Loans and rescission materials with respect to
Refinanced Mortgage Loans;

            (30) No Mortgage Loan was made in connection with (a) the
construction or rehabilitation of a Mortgaged Property or (b) facilitating the
trade-in or exchange of a Mortgaged Property;


                                       14
<PAGE>


            (31) The Originator has no knowledge of any circumstances or
condition with respect to the Mortgage, the Mortgaged Property, the Mortgagor or
the Mortgagor's credit standing that can reasonably be expected to cause the
Mortgage Loan to be an unacceptable investment, cause the Mortgage Loan to
become delinquent, or adversely affect the value of the Mortgage Loan;

            (32) No Mortgage Loan had a Loan-to-Value Ratio or a Combined
Loan-to-Value ("CLTV") at origination in excess of 100%;

            (33) As of the Whole Loan Sale Date, the Mortgaged Property is
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;

            (34) No error, omission, misrepresentation, negligence, fraud or
similar occurrence with respect to a Mortgage Loan has taken place on the part
of the Originator, and to the best of Originator's knowledge, any person,
including without limitation the Mortgagor, any appraiser, any builder or
developer, or any other party involved in the origination of the Mortgage Loan
or in the application of any insurance in relation to such Mortgage Loan;

            (35) Each Assignment of Mortgage is in recordable form (other than
with respect to the named assignee) and is acceptable for recording under the
laws of the jurisdiction in which the Mortgaged Property is located;

            (36) Any principal advances made to the Mortgagor prior to the
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 (as indicated on the Mortgage Loan Schedule) lien priority by a title
insurance policy, an endorsement to the policy insuring the mortgagee's
consolidated interest or by other title evidence acceptable to Fannie Mae and
Freddie Mac. The consolidated principal amount does not exceed the original
principal amount of the Mortgage Loan;

            (37) Except as set forth on the Mortgage Loan Schedule, no Mortgage
Loan has a balloon payment feature;

            (38) If the Residential Dwelling on the Mortgaged Property is a
condominium unit or a unit in a planned unit development (other than a de
minimis planned unit development) such condominium or planned unit development
project meets the eligibility requirements of Fannie Mae and Freddie Mac;

            (39) Except with respect to requirements related to escrow deposits
and each Mortgage Loan identified on the Mortgage Loan Schedule (provided on the
Whole Loan Sale Date) as having points and fees in excess of 4.85%, each
Mortgage Loan is in compliance with the anti-predatory lending eligibility for
purchase requirements of Fannie Mae's Selling Guide.


                                       15
<PAGE>


            (40) Interest on each Mortgage Loan is calculated on the basis of a
360-day year consisting of twelve 30-day months;

            (41) The Originator shall, at its own expense, cause each Mortgage
Loan to be covered by a tax service contract which is assignable to the
Purchaser or its designee; provided however, that if the Originator fails to
purchase such tax service contract, the Originator shall be required to
reimburse the Purchaser for all costs and expenses incurred by the Purchaser in
connection with the purchase of any such tax service contract;

            (42) Each Mortgage Loan is covered by a flood zone service contract
which is assignable to the Purchaser or its designee or, for each Mortgage Loan
not covered by such flood zone service contract, the Originator agrees to
purchase such flood zone service contract;

            (43) As of the Whole Loan Sale Date, the Mortgaged Property is in
material compliance with all applicable environmental laws pertaining to
environmental hazards including, without limitation, asbestos, and neither the
Originator nor, to the Originator's knowledge, the related Mortgagor, has
received any notice of any violation or potential violation of such law;

            (44) No Mortgage Loan is (a) subject to the provisions of the
Homeownership and Equity Protection Act of 1994 as amended ("HOEPA") and no
Mortgage Loan is in violation of any state law or ordinance similar to HOEPA,
(b) a "high cost" mortgage loan, "covered" mortgage loan or "predatory" mortgage
loan or any similarly classified loan using different terminology, no matter how
defined under any federal, state or local law imposing heightened regulatory
scrutiny or assignee liability to holders of such mortgage loans, or (c) a High
Cost Loan or Covered Loan, as applicable (as such terms are defined in the
current Standard & Poor's LEVELS(R) Glossary Revised, Appendix E);

            (45) No predatory, abusive, or deceptive lending practices,
including but not limited to, the extension of credit to a mortgagor without
regard for the mortgagor's ability to repay the Mortgage Loan and the extension
of credit to a mortgagor which has no apparent benefit to the mortgagor, were
employed by the Originator in connection with the origination of the Mortgage
Loan. Except with respect to escrow deposits, each points and fees mortgage loan
is in compliance with the anti-predatory lending eligibility for purchase
requirements of the Fannie Mae Guides;

            (46) The debt-to-income ratio of the related Mortgagor was not
greater than 60% at the origination of the related Mortgage Loan;

            (47) 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. No proceeds from any Mortgage Loan were used
to purchase single premium credit insurance policies as part of the origination
of, or as a condition to closing, such Mortgage Loan;

        (48) The Mortgage Loans were not selected from the outstanding one to
four-family mortgage loans in the Originator's portfolio on the Closing Date as
to which the


                                       16
<PAGE>


representations and warranties set forth in this Agreement could be made in a
manner so as to affect adversely the interests of the Purchaser;

            (49) The Mortgage contains an enforceable 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;

            (50) The Mortgage Loan complies in all material respects with all
applicable consumer credit statutes and regulations, including, without
limitation, the respective Uniform Consumer Credit Code laws in effect in
Colorado, Idaho, Indiana, Iowa, Kansas, Maine, Oklahoma, South Carolina, Utah
and Wyoming, has been originated by a properly licensed entity, and in all other
respects, complies with all of the material requirements of any such applicable
laws;

            (51) The information set forth in the Prepayment Charge Schedule is
complete, true and correct in all material respects and each Prepayment Charge
was originated and is permissible, enforceable and collectable under applicable
federal, state and local law (except to the extent that the enforceability
thereof may be limited by bankruptcy, insolvency, moratorium, receivership and
other similar laws affecting creditor's rights generally or the collectibility
thereof may be limited due to acceleration in connection with a foreclosure);

            (52) The Mortgage Loan was not prepaid in full prior to the Cut-off
Date and the Originator has not received notification from a Mortgagor that a
prepayment in full shall be made after the Closing Date;

            (53) 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;

            (54) No Mortgage Loan is secured by cooperative housing, commercial
property (provided that a Residential Dwelling which contain a home office shall
not be considered as being commercial property) or mixed use property;

            (55) All points, fees and charges related to each Mortgage Loan
(whether or not financed, assessed, collected or to be collected in connection
with the origination and servicing of each Mortgage Loan) were disclosed in
writing to the Mortgagor in accordance with applicable state and federal law and
regulation. Except as otherwise disclosed on the Mortgage Loan Schedule or in
the case of a Mortgage Loan with an original principal amount of less than
$60,000 which would have resulted in an unprofitable origination, no Mortgagor
was charged "points and fees" (whether or not financed) in an amount greater
than 5% of the principal amount of the related Mortgage Loan, such 5% limitation
is calculated in accordance with Fannie Mae's anti-predatory lending
requirements as set forth in the Fannie Mae Selling Guide;

            (56) Except as set forth on the Mortgage Loan Schedule, none of the
Mortgage Loans are subject to a Prepayment Charge. For any Mortgage Loan
originated prior to October 1, 2002 that is subject to a Prepayment Charge, such
Prepayment Charge does not extend beyond five years after the date of
origination. For any Mortgage Loan originated on or following October 1, 2002
that is subject to a Prepayment Charge, such Prepayment Charge does not


                                       17
<PAGE>


extend beyond three years after the date of origination. With respect to any
Mortgage Loan that contains a provision permitting imposition of a premium upon
a prepayment prior to maturity: (i) prior to the Mortgage Loan's origination,
the Mortgagor agreed to such premium in exchange for a monetary benefit,
including but not limited to a rate or fee reduction, (ii) prior to the Mortgage
Loan's origination, the Mortgagor was offered the option of obtaining a Mortgage
Loan that did not require payment of such a premium, (iii) the Prepayment Charge
is disclosed to the Mortgagor in the loan documents pursuant to applicable state
and federal law, (iv) for loans originated on or after September 1, 2004, the
duration of the prepayment period shall not exceed three (3) years from the date
of the note, unless the loan was modified to reduce the prepayment period to no
more than three years from the date of the note and the borrower was notified in
writing of such reduction in prepayment period, and (v) notwithstanding any
state or federal law to the contrary, the Originator shall not impose such
Prepayment Charge in any instance when the mortgage debt is accelerated as the
result of the Mortgagor's default in making the loan payments;

            (57) The Originator has complied in all material respects with all
applicable anti-money laundering laws and regulations, including without
limitation the USA Patriot Act of 2001 (collectively, the "Anti-Money Laundering
Laws"); the Originator has established an anti-money laundering compliance
program as required by the Anti-Money Laundering Laws, has conducted the
requisite due diligence in connection with the origination of each Mortgage Loan
for purposes of the Anti-Money Laundering Laws, including with respect to the
legitimacy of the applicable Mortgagor and the origin of the assets used by the
said Mortgagor to purchase the property in question, and maintains, and will
maintain, sufficient information to identify the applicable Mortgagor for
purposes of the Anti-Money Laundering Laws. 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;

            (58) No Mortgage Loan is secured by real property or secured by a
manufactured home located in the state of Georgia unless (x) such Mortgage Loan
was originated prior to October 1, 2002 or after March 6, 2003, or (y) the
property securing the Mortgage Loan is not, nor will be, occupied by the
Mortgagor as the Mortgagor's principal dwelling. No Mortgage Loan is a "High
Cost Home Loan" as defined in the Georgia Fair Lending Act, as amended (the
"Georgia Act"). Each Mortgage Loan that is a "Home Loan" under the Georgia Act
complies with all applicable provisions of the Georgia Act. No Mortgage Loan
subject to the Georgia Act and secured by owner occupied real property or an
owner occupied manufactured home located in the State of Georgia was originated
(or modified) on or after October 1, 2002 through and including March 6, 2003.
No Mortgage Loan originated on or after October 1, 2002 through March 6, 2003 is
governed by the Georgia Fair Lending Act.

            (59) No Mortgagor was encouraged or required to select a Mortgage
Loan product offered by the Mortgage Loan's originator which is a higher cost
product designed for less creditworthy borrowers, unless at the time of the
Mortgage Loan's origination, such Mortgagor did not qualify taking into account
credit history and debt to income ratios for a lower cost credit product then
offered by the Mortgage Loan's originator or any affiliate of the


                                       18
<PAGE>


Mortgage Loan's originator. If, at the time of loan application, the Mortgagor
may have qualified for a for a lower cost credit product then offered by any
mortgage lending affiliate of the Mortgage Loan's originator, the Mortgage
Loan's originator referred the Mortgagor's application to such affiliate for
underwriting consideration;

            (60) The methodology used in underwriting the extension of credit
for each Mortgage Loan employs objective mathematical principles which relate
the Mortgagor's income, assets and liabilities to the proposed payment and such
underwriting methodology does not rely on the extent of the Mortgagor's equity
in the collateral as the principal determining factor in approving such credit
extension. Such underwriting methodology confirmed that at the time of
origination (application/approval) the Mortgagor had a reasonable ability to
make timely payments on the Mortgage Loan;

            (61) With respect to any Mortgage Loan which is secured by
manufactured housing, such Mortgage Loan satisfies the requirements for
inclusion in asset backed securities transactions rated by Standard & Poor's
Ratings Services;

            (62) No Mortgage Loan is a "High Cost Home Loan" as defined in New
York Banking Law 6-1;

            (63) The Originator will transmit full-file credit reporting data
for each Mortgage Loan pursuant to Fannie Mae Guide Announcement 95-19 and for
each Mortgage Loan, Originator agrees it shall report one of the following
statuses each month as follows: new origination, current, delinquent (30-, 60-,
90-days, etc.), foreclosed, or charged-off;

            (64) No Mortgage Loan is a "High Cost Home Loan" as defined in the
Arkansas Home Loan Protection Act effective July 16, 2003 (Act 1340 or 2003);

            (65) No Mortgage Loan is a "High Cost Home Loan" as defined in the
Kentucky high-cost loan statute effective June 24, 2003 (Ky. Rev. Stat. Section
360.100);

            (66) No Mortgage Loan secured by property located in the State of
Nevada is a "home loan" as defined in the Nevada Assembly Bill No. 284;

            (67) No Mortgage Loan is a "manufactured housing loan" or "home
improvement home loan" pursuant to the New Jersey Home Ownership Act. No
Mortgage Loan is a "High-Cost Home Loan" or a refinanced "Covered Home Loan," in
each case, as defined in the New Jersey Home Ownership Act effective November
27, 2003 (N.J.S.A. 46;10B-22 et seq.);

            (68) Assuming a REMIC election was made with respect to a trust of
which the Mortgage Loan is a part, each such Mortgage Loan constitutes a
"qualified mortgage" under Section 860G(a)(3)(A) of the Code and Treasury
Regulation Section 1.860G-2(a)(1);

            (69) No Mortgage Loan is a subsection 10 mortgage under the Oklahoma
Home Ownership and Equity protection Act;


                                       19
<PAGE>


            (70) No Mortgage Loan is a "High-Cost Home Loan" as defined in the
New Mexico Home Loan Protection Act effective January 1, 2004 (N.M. Stat. Ann.
ss.ss. 58-21A-1 et seq.);

            (71) No Mortgage Loan is a "High-Risk Home Loan" as defined in the
Illinois High-Risk Home Loan Act effective January 1, 2004 (815 Ill. Comp. Stat.
137/1 et seq.);

            (72) No Mortgage Loan originated in the City of Los Angeles is
subject to the City of Los Angeles California Ordinance 175008 as a "home loan";

            (73) No Mortgage Loan originated in the City of Oakland is subject
to the City of Oakland, California Ordinance 12361 as a "home loan";

            (74) No Mortgage Loan is a "High-Cost Home Loan" as defined under
the Maine House Bill 383 L.D. 494, effective as of September 13, 2003;

            (75) With respect to each Mortgage Loan, (i) if the related first
lien provides for negative amortization, the CLTV was calculated at the maximum
principal balance of such first lien that could result upon application of such
negative amortization feature, and (ii) either no consent for the Mortgage Loan
is required by the holder of the first lien or such consent has been obtained
and is contained in the Mortgage File; and

            (76) No Mortgagor agreed to submit to arbitration to resolve any
dispute arising out of or relating in any way to the Mortgage Loan transaction.

            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 Mortgage Files 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 holders of the Certificates.

            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 (in the case of a missing document) or the
Originator and the Seller (in the case of a breach of any of the representations
and warranties contained in Section 6). 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
Originator or the Seller (or their related designee), as applicable, promptly
shall deliver such missing document or cure such defect or breach in all
material respects or, in the event the Originator or the Seller (or their
related designee) cannot deliver


                                       20
<PAGE>
such missing document or cannot cure such defect or breach, the Originator or
the Seller, as applicable, 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 Originator or the Seller, as
applicable, 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 Originator or the Seller, as applicable, 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 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.

            Notwithstanding the foregoing, within 90 days of the earlier of
discovery by the Originator or receipt of notice by the Originator of the breach
of the representation of the Originator set forth in Section 6(51) above which
materially and adversely affects the interests of the Holders of the Class P
Certificates in any Prepayment Charge that is due and payable as result of a
Principal Prepayment, the Originator 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
Originator or the Seller hereunder.

            (c) It is understood and agreed that the obligations of the
Originator or 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 Originator or 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
                        and the Originator 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


                                       21
<PAGE>


                        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; and

            (d)         All other terms and conditions of this Agreement and the
                        Pooling and 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
Purchase Price.

            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 formation, limited liability
                        company agreement and certificate of good standing of
                        the Seller;

            (b)         An Opinion of Counsel of the Seller, dated the Closing
                        Date, in form satisfactory to and addressed to the
                        Purchaser and the Representative;

            (c)         An Officer's Certificate of the Originator, dated the
                        Closing Date, in form satisfactory to and upon which the
                        Purchaser and the Representative may rely, and attached
                        thereto copies of the certificate of incorporation,
                        by-laws and certificate of good standing of the
                        Originator;

            (d)         An Opinion of Counsel of the Originator, dated the
                        Closing Date, in form satisfactory to and addressed to
                        the Purchaser and the Representative;


                                       22
<PAGE>


            (e)         Such opinions of counsel as the Rating Agencies or the
                        Trustee may request in connection with the sale of the
                        Mortgage Loans by the Seller to the Purchaser or the
                        Seller's execution and delivery of, or performance
                        under, this Agreement;

            (f)         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 2004-OPT1,
                        dated August 30, 2004 (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) "The Mortgage Pool" agrees with
                        the records of the Originator; and

            (g)         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 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 Section 9, 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, 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.  Indemnification.
                         ---------------

            The Originator shall indemnify and hold harmless each of (i) the
Purchaser, (ii) the Underwriter, (iii) the Person, if any, to which the
Purchaser assigns its rights in and to a


                                       23
<PAGE>


Mortgage Loan and each of their respective successors and assigns and (iv) each
person, if any, who controls the Purchaser within the meaning of Section 15 of
the Securities Act of 1933, as amended (the "1933 Act") ((i) through (iv)
collectively, the "Indemnified Party") against any and all losses, claims,
expenses, damages or liabilities to which the Indemnified Party may become
subject, under the 1933 Act or otherwise, insofar as such losses, claims,
expenses, damages or liabilities (or actions in respect thereof) arise out of or
are based upon (a) any untrue statement or alleged untrue statement of any
material fact contained in the Prospectus Supplement or any private placement
memorandum relating to the offering by the Purchaser or an affiliate thereof, of
the Class CE Certificates or the Class P Certificates, or the omission or the
alleged omission to state therein the material fact necessary in order to make
the statements therein not misleading, in each case to the extent, but only to
the extent, that such untrue statement or alleged untrue statement or omission
or alleged omission was made in reliance upon and in conformity with (i)
information furnished in writing to the Purchaser or any of its affiliates by
the Originator or any of its affiliates specifically for use therein, which
shall include, with respect to the Prospectus Supplement, the information set
forth under the captions "Summary of Prospectus Supplement--The Mortgage Loans,"
"Risk Factors" (to the extent of information concerning the Mortgage Loans
contained therein), "The Mortgage Pool," "The Originator" and "Pooling and
Servicing Agreement--The Servicer" and, with respect to any private placement
memorandum, any information of a comparable nature, or (ii) the data files
containing information with respect to the Mortgage Loans as transmitted by
modem to the Purchaser by the Originator or any of its affiliates (as such
transmitted information may have been amended in writing by the Originator or
any of its affiliates with the written consent of the Purchaser subsequent to
such transmission), (b) any representation, warranty or covenant made by the
Originator or any affiliate of the Originator herein or in the Pooling and
Servicing Agreement, on which the Purchaser has relied, being, or alleged to be,
untrue or incorrect or (c) any updated collateral information provided by any
Underwriter to a purchaser of the Certificates derived from the data contained
in clause (ii) and the Remittance Report or a current collateral tape obtained
from the Originator or an affiliate of the Originator, including the current
Stated Principal Balances of the Mortgage Loans; provided, however, that to the
extent that any such losses, claims, expenses, damages or liabilities to which
the Indemnified Party may become subject arise out of or are based upon both (1)
statements, omissions, representations, warranties or covenants of the
Originator described in clause (a), (b) or (c) above and (2) any other factual
basis, the Originator shall indemnify and hold harmless the Indemnified Party
only to the extent that the losses, claims, expenses, damages, or liabilities of
the person or persons asserting the claim are determined to rise from or be
based upon matters set forth in clause (1) above and do not result from the
gross negligence or willful misconduct of such Indemnified Party. This indemnity
shall be in addition to any liability that the Originator may otherwise have.

            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


                                       24
<PAGE>


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 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 Purchase Price, the Purchaser
shall immediately effect the re-delivery of the Mortgage Loans, if delivery to
the Purchaser has occurred, and the security interest created by this Section 12
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 Originator and the Seller in writing by the Purchaser; if to
the Originator, addressed to the Originator at 3 Ada, Irvine, California 92618,
Attention: William O'Neill, or such other address as may hereafter be furnished
to the Seller and the Purchaser in writing by the Originator; if to the Seller,
addressed to the Seller, 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 and the Originator.

            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.


                                       25
<PAGE>


            SECTION 16. Agreement of Parties.
                        --------------------

            The Seller, the Originator 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.
                        --------

            (a) 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.

            (b) The Originator 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 Seller and
the Purchaser, notwithstanding any investigation heretofore or hereafter made by
the Seller or the Purchaser or on the behalf of either of them, and that the
representations, warranties and agreements made by the Originator herein or in
any such certificate or other instrument shall continue in full force and
effect, 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 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.


                                       26
<PAGE>


            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.


                                       27
<PAGE>


            IN WITNESS WHEREOF, the Purchaser, the Seller and the Originator
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:


                                    OPTION ONE MORTGAGE CORPORATION


                                    By:________________________________
                                    Name:
                                    Title:

<PAGE>

                                    EXHIBIT E

                               REQUEST FOR RELEASE





To:   Wells Fargo Bank, N.A.,
      1015 10th Avenue S.E.
      Minneapolis, MN 55414
      Attn: Inventory Control



            Re:   Pooling and Servicing Agreement, dated as of September 1,
                  2004, among Citigroup Mortgage Loan Trust Inc.,  Option One
                  Mortgage Corporation and Wells Fargo Bank, N.A., Asset
                  Backed Pass-Through Certificates, Series 2004-OPT1
                  --------------------------------------------------


      In connection with the administration of the Mortgage Loans held by you as
Trustee pursuant to the above-captioned Pooling and Servicing Agreement, we
request the release, and hereby acknowledge receipt of the Trustee's Mortgage
File or the Mortgage Loan described below, for the reason indicated.


Mortgage Loan Number:
---------------------


Mortgagor Name. Address & Zip Code:
-----------------------------------


Reason for Requesting Documents (check one):
--------------------------------------------


      1. Mortgage Paid in Full

      2. Foreclosure

      3. Substitution

      4. Other Liquidation (Repurchases, etc.)

      5. Nonliquidation Reason:



Address to which Trustee should deliver the Trustee's Mortgage File:




                                      E-1
<PAGE>


                                    By:__________________________________
                                     (authorized signer)

                                    Issuer:__________________________________

                                    Address:__________________________________

                                    Date:__________________________________



Trustee
-------


Wells Fargo Bank, N.A.


            Please acknowledge the execution of the above request by your
            signature and date below:

            ____________________         ___________
            Signature                           Date



            Documents returned to Trustee:


            ____________________         ___________
            Trustee                       Date



                                      E-2
<PAGE>


                                   EXHIBIT F-1

                    FORM OF TRANSFEROR REPRESENTATION LETTER

                                                [Date]


Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, MD 21045


            Re:   Citigroup Mortgage Loan Trust Inc., Series 2004-OPT1, 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
pass-through certificates (the "Certificates"), the Transferor hereby certifies
as follows:

            Neither the Transferor nor anyone acting on its behalf has (a)
offered, pledged, sold, disposed of or otherwise transferred any Certificate,
any interest in any Certificate or any other similar security to any person in
any manner, (b) has solicited any offer to buy or to accept a pledge,
disposition or other transfer of any Certificate, any interest in any
Certificate or any other similar security from any person in any manner, (c) has
otherwise approached or negotiated with respect to any Certificate, any interest
in any Certificate or any other similar security with any person in any manner,
(d) has made any general solicitation by means of general advertising or in any
other manner, (e) has taken any other action, that (in the case of each of
subclauses (a) through (e) above) would constitute a distribution of the
Certificates under the Securities Act of 1933, as amended (the "1933 Act"), or
would render the disposition of any Certificate a violation of Section 5 of the
1933 Act or any state securities law or would require registration or
qualification pursuant thereto. The Transferor will not act, nor has it
authorized or will it authorize any person to act, in any manner set forth in
the foregoing sentence with respect to any Certificate. The Transferor will not
sell or otherwise transfer any of the Certificates, except in compliance with
the provisions of that certain Pooling and Servicing Agreement, dated as of
September 1, 2004, among Citigroup Mortgage Loan Trust Inc. as Depositor, Option
One Mortgage Corporation as Servicer and Wells Fargo Bank, N.A. as Trustee (the
"Pooling and Servicing Agreement"), pursuant to which Pooling and Servicing
Agreement the Certificates were issued.




                                     F-1-1
<PAGE>


            Capitalized terms used but not defined herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.

                                    Very truly yours,

                                    [Transferor]

                                    By:___________________________
                                      Name:
                                      Title:





                                     F-1-2
<PAGE>


                   FORM OF TRANSFEREE REPRESENTATION LETTER

                                                [Date]


Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, MD 21045


            Re:   Citigroup Mortgage Loan Trust Inc., Series 2004-OPT1,  Asset
                  Backed 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 September 1, 2004, among Citigroup Mortgage Loan Trust Inc. as
Depositor, Option One Mortgage Corporation as Servicer and Wells Fargo Bank,
N.A. as Trustee, pursuant to which the Certificates were issued.

                                    [TRANSFEREE]

                                    By:__________________________
                                      Name:
                                      Title:


                                     F-1-3
<PAGE>



                                                        ANNEX 1 TO EXHIBIT F-1

           QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
          ---------------------------------------------------------

         [FOR TRANSFEREES OTHRE THAN REGISTERED INVESTMENT COMPANIES]

            The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and Wells Fargo Bank, N.A., as Trustee, with respect to the
pass-through certificates (the "Certificates") described in the Transferee
Certificate to which this certification relates and to which this certification
is an Annex:

            1. As indicated below, the undersigned is the President, Chief
Financial Officer, Senior Vice President or other executive officer of the
entity purchasing the Certificates (the "Transferee").

            2. In connection with purchases by the Transferee, the Transferee is
a "qualified institutional buyer" as that term is defined in Rule 144A under the
Securities Act of 1933 ("Rule 144A") because (i) the Transferee owned and/or
invested on a discretionary basis $______________________1 in securities (except
for the excluded securities referred to below) as of the end of the Transferee's
most recent fiscal year (such amount being calculated in accordance with Rule
144A) and (ii) the Transferee satisfies the criteria in the category marked
below.

      ___ CORPORATION, ETC. The Transferee is a corporation (other than a bank,
savings and loan association or similar institution), Massachusetts or similar
business trust, partnership, or any organization described in Section 501(c)(3)
of the Internal Revenue Code of 1986.

      ___ BANK. The Transferee (a) is a national bank or banking institution
organized under the laws of any State, territory or the District of Columbia,
the business of which is substantially confined to banking and is supervised by
the State or territorial banking commission or similar official or is a foreign
bank or equivalent institution, and (b) has an audited net worth of at least
$25,000,000 as demonstrated in its latest annual financial statements, a copy of
which is attached hereto.

      ___ SAVINGS AND LOAN. The Transferee (a) is a savings and loan
association, building and loan association, cooperative bank, homestead
association or similar institution, which is supervised and examined by a State
or Federal authority having supervision over any such institutions or is a
foreign savings and loan association or equivalent institution and (b) has an
audited net worth of at least

      ___ BROKER-DEALER. The Transferee is a dealer registered pursuant to
Section 15 of the Securities Exchange Act of 1934.

------------------
1       Transferee must own and/or invest on a discretionary basis at least
$100,000,000 in securities unless Transferee is a dealer, and, in that case,
Transferee must own and/or invest on a discretionary basis at least $10,000,000
in securities.  $25,000,000 as demonstrated in its latest annual financial
statements, A COPY OF WHICH IS ATTACHED HERETO.


                                     F-1-4
<PAGE>


      ___ INSURANCE COMPANY. The Transferee is an insurance company whose
primary and predominant business activity is the writing of insurance or the
reinsuring of risks underwritten by insurance companies and which is subject to
supervision by the insurance commissioner or a similar official or agency of a
State, territory or the District of Columbia.

      ___ STATE OR LOCAL PLAN. The Transferee is a plan established and
maintained by a State, its political subdivisions, or any agency or
instrumentality of the State or its political subdivisions, for the benefit of
its employees.

      ___ ERISA PLAN. The Transferee is an employee benefit plan within the
meaning of Title I of the Employee Retirement Income Security Act of 1974.

      ___ INVESTMENT ADVISOR. The Transferee is an investment advisor registered
under the Investment Advisers Act of 1940.

            3. The term "SECURITIES" as used herein DOES NOT INCLUDE (i)
securities of issuers that are affiliated with the Transferee, (ii) securities
that are part of an unsold allotment to or subscription by the Transferee, if
the Transferee is a dealer, (iii) securities issued or guaranteed by the U.S. or
any instrumentality thereof, (iv) bank deposit notes and certificates of
deposit, (v) loan participations, (vi) repurchase agreements, (vii) securities
owned but subject to a repurchase agreement and (viii) currency, interest rate
and commodity swaps.

            4. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by the Transferee, the Transferee
used the cost of such securities to the Transferee and did not include any of
the securities referred to in the preceding paragraph. Further, in determining
such aggregate amount, the Transferee may have included securities owned by
subsidiaries of the Transferee, but only if such subsidiaries are consolidated
with the Transferee in its financial statements prepared in accordance with
generally accepted accounting principles and if the investments of such
subsidiaries are managed under the Transferee's direction. However, such
securities were not included if the Transferee is a majority-owned, consolidated
subsidiary of another enterprise and the Transferee is not itself a reporting
company under the Securities Exchange Act of 1934.

            5. The Transferee acknowledges that it is familiar with Rule 144A
and understands that the Transferor and other parties related to the
Certificates are relying and will continue to rely on the statements made herein
because one or more sales to the Transferee may be in reliance on Rule 144A.

    ___   ___    Will the Transferee be purchasing the Certificates
    Yes    No    only for the Transferee's own account?

            6. If the answer to the foregoing question is "no", the Transferee
agrees that, in connection with any purchase of securities sold to the
Transferee for the account of a third party (including any separate account) in
reliance on Rule 144A, the Transferee will only purchase for the account of a
third party that at the time is a "qualified institutional buyer" within the
meaning of Rule 144A. In addition, the Transferee agrees that the Transferee
will not purchase securities for a third party unless the Transferee has
obtained a current representation letter from such third


                                     F-1-5
<PAGE>


party or taken other appropriate steps contemplated by Rule 144A to conclude
that such third party independently meets the definition of "qualified
institutional buyer" set forth in Rule 144A.

            7. The Transferee will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice is given, the Transferee's purchase of the Certificates will
constitute a reaffirmation of this certification as of the date of such
purchase. In addition, if the Transferee is a bank or savings and loan as
provided above, the Transferee agrees that it will furnish to such parties
updated annual financial statements promptly after they become available.

Dated:

                                    ___________________________________
                                    Print Name of Transferee


                                    By:________________________________
                                      Name:
                                      Title:





                                     F-1-6
<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 Wells Fargo Bank, N.A., as Trustee, with respect to the
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.


                                     F-1-7
<PAGE>


            5. The Transferee is familiar with Rule 144A and understands that
the parties to which this certification is being made are relying and will
continue to rely on the statements made herein because one or more sales to the
Transferee will be in reliance on Rule 144A. In addition, the Transferee will
only purchase for the Transferee's own account.

            6. The undersigned will notify the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice, the Transferee's purchase of the Certificates will constitute
a reaffirmation of this certification by the undersigned as of the date of such
purchase.

Dated:

                                    ___________________________________
                                    Print Name of Transferee or Advisor


                                    By:________________________________
                                    Name:
                                    Title:


                                    IF AN ADVISER:


                                    ___________________________________
                                    Print Name of Transferee





                                     F-1-8
<PAGE>


                   FORM OF TRANSFEREE REPRESENTATION LETTER
                  -----------------------------------------

            The undersigned hereby certifies on behalf of the purchaser named
below (the "Purchaser") as follows:

            1. I am an executive officer of the Purchaser.

            2. The Purchaser is a "qualified institutional buyer", as defined in
Rule 144A, ("Rule 144A") under the Securities Act of 1933, as amended.

            3. As of the date specified below (which is not earlier than the
last day of the Purchaser's most recent fiscal year), the amount of
"securities", computed for purposes of Rule 144A, owned and invested on a
discretionary basis by the Purchaser was in excess of $100,000,000.

                                    Name of Purchaser

                                    _______________________________


                                    By:____________________________
                                    Name:
                                    Title:


Date of this certificate:

Date of information provided in paragraph 3




                                     F-1-9
<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
2004-OPT1, Asset Backed Pass-Through Certificates, Class R Certificates, (the
"Class R Certificates"), on behalf of whom I make this affidavit and agreement.
Capitalized terms used but not defined herein have the respective meanings
assigned thereto in the Pooling and Servicing Agreement pursuant to which the
Class R Certificates were issued.

            2. The Owner (i) is and will be a "Permitted Transferee" as of
____________, 20__ and (ii) is acquiring the Class R Certificates for its own
account or for the account of another Owner from which it has received an
affidavit in substantially the same form as this affidavit. A "Permitted
Transferee" is any person other than a "disqualified organization" or a
possession of the United States. For this purpose, a "disqualified organization"
means the United States, any state or political subdivision thereof, any agency
or instrumentality of any of the foregoing (other than an instrumentality all of
the activities of which are subject to tax and, except for the Federal Home Loan
Mortgage Corporation, a majority of whose board of directors is not selected by
any such governmental entity) or any foreign government, international
organization or any agency or instrumentality of such foreign government or
organization, any rural electric or telephone cooperative, or any organization
(other than certain farmers' cooperatives) that is generally exempt from federal
income tax unless such organization is subject to the tax on unrelated business
taxable income.

            3. The Owner is aware (i) of the tax that would be imposed on
transfers of the Class R Certificates to disqualified organizations under the
Internal Revenue Code of 1986 that applies to all transfers of the Class R
Certificates after 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 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 Certificates if, at any time during the taxable year of the
pass-through entity, a


                                     F-2-1
<PAGE>


non-Permitted Transferee is the record holder of an interest in such entity.
(For this purpose, a "pass-through entity" includes a regulated investment
company, a real estate investment trust or common trust fund, a partnership,
trust or estate, and certain cooperatives.)

            5. The Owner is aware that the Trustee will not register the
transfer of any Class R Certificate unless the transferee, or the transferee's
agent, delivers to the Trustee, among other things, an affidavit in
substantially the same form as this affidavit. The Owner expressly agrees that
it will not consummate any such transfer if it knows or believes that any of the
representations contained in such affidavit and agreement are false.

            6. The Owner consents to any additional restrictions or arrangements
that shall be deemed necessary upon advice of counsel to constitute a reasonable
arrangement to ensure that the Class R Certificates will only be owned, directly
or indirectly, by an Owner that is a Permitted Transferee.

            7. The Owner's taxpayer identification number is _______________.

            8. The Owner has reviewed the restrictions set forth on the face of
the Class R Certificates and the provisions of Section 5.02(d) of the Pooling
and Servicing Agreement under which the Class R Certificates were issued (in
particular, clauses (iii)(A) and (iii)(B) of Section 5.02(d) which authorize the
Trustee to deliver payments to a person other than the Owner and negotiate a
mandatory sale by the Trustee in the event that the Owner holds such Certificate
in violation of Section 5.02(d)); and that the Owner expressly agrees to be
bound by and to comply with such restrictions and provisions.

            9. The Owner is not acquiring and will not transfer the Class R
Certificates in order to impede the assessment or collection of any tax.

            10. The Owner anticipates that it will, so long as it holds the
Class R Certificates, have sufficient assets to pay any taxes owed by the holder
of such Class R Certificates, and hereby represents to and for the benefit of
the person from whom it acquired the Class R Certificates that the Owner intends
to pay taxes associated with holding such Class R Certificates as they become
due, fully understanding that it may incur tax liabilities in excess of any cash
flows generated by the Class R Certificates.

            11. The Owner has no present knowledge that it may become insolvent
or subject to a bankruptcy proceeding for so long as it holds the Class R
Certificates.

            12. The Owner has no present knowledge or expectation that it will
be unable to pay any United States taxes owed by it so long as any of the
Certificates remain outstanding.

            13. The Owner is not acquiring the Class R Certificates with the
intent to transfer the Class R Certificates to any person or entity that will
not have sufficient assets to pay any taxes owed by the holder of such Class R
Certificates, or that may become insolvent or subject to a bankruptcy
proceeding, for so long as the Class R Certificates remain outstanding.

            14. The Owner will, in connection with any transfer that it makes of
the Class R Certificates, obtain from its transferee the representations
required by Section 5.02(d) of the


                                     F-2-2
<PAGE>


Pooling and Servicing Agreement under which the Class R Certificate were issued
and will not consummate any such transfer if it knows, or knows facts that
should lead it to believe, that any such representations are false.

            15. The Owner will, in connection with any transfer that it makes of
the Class R Certificates, deliver to the Trustee an affidavit, which represents
and warrants that it is not transferring the Class R Certificates to impede the
assessment or collection of any tax and that it has no actual knowledge that the
proposed transferee: (i) has insufficient assets to pay any taxes owed by such
transferee as holder of the Class R Certificates; (ii) may become insolvent or
subject to a bankruptcy proceeding for so long as the Class R Certificates
remains outstanding; and (iii) is not a "Permitted Transferee".

            16. The Owner is a citizen or resident of the United States, a
corporation, partnership or other entity created or organized in, or under the
laws of, the United States or any political subdivision thereof, or an estate or
trust whose income from sources without the United States may be included in
gross income for United States federal income tax purposes regardless of its
connection with the conduct of a trade or business within the United States.

            17. The Owner of the Class R 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 Trustee 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 Certificate. In connection with any transfer of
the Class R 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 Certificates (the
"Residual Certificates") to impede the assessment or collection of any tax.

            3. The Owner has no actual knowledge that the Person that is the
proposed transferee (the "Purchaser") of the Residual Certificates: (i) has
insufficient assets to pay any taxes owed by such proposed transferee as holder
of the Residual Certificates; (ii) may become insolvent or subject to a
bankruptcy proceeding for so long as the Residual Certificates remain
outstanding and (iii) is not a Permitted Transferee.

            4. The Owner understands that the Purchaser has delivered to the
Trustee a transfer affidavit and agreement in the form attached to the Pooling
and Servicing Agreement as Exhibit F-2. The Owner does not know or believe that
any representation contained therein is false.

            5. At the time of transfer, the Owner has conducted a reasonable
investigation of the financial condition of the Purchaser as contemplated by
Treasury Regulations Section 1.860E-1(c)(4)(i) and, as a result of that
investigation, the Owner has determined that the Purchaser has historically paid
its debts as they became due and has found no significant evidence to indicate
that the Purchaser will not continue to pay its debts as they become due in the
future. The Owner understands that the transfer of a Residual Certificate may
not be respected for United States income tax purposes (and the Owner may
continue to be liable for United States income taxes associated therewith)
unless the Owner has conducted such an investigation.

            6. Capitalized terms not otherwise defined herein shall have the
meanings ascribed to them in the Pooling and Servicing Agreement.




                                     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__


Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, MD 21045


            Re:   Citigroup Mortgage Loan Trust Inc., Series 2004-OPT1,  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 2004-OPT1, Asset
Backed Pass-Through Certificates, Class [CE] [P] [R](the "Certificates"), issued
pursuant to a Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement") dated as of September 1, 2004, among Citigroup Mortgage Loan Trust
Inc. as depositor (the "Depositor"), Option One Mortgage Corporation as servicer
(the "Servicer") and Wells Fargo Bank, N.A. as trustee (the "Trustee").
Capitalized terms used herein and not otherwise defined shall have the meanings
assigned thereto in the Pooling and Servicing Agreement. The Transferee hereby
certifies, represents and warrants to, and covenants with the Depositor, the
Trustee and the Servicer that:

      The Certificates (i) are not being acquired by, and will not be
transferred to, any employee benefit plan within the meaning of section 3(3) of
the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or
other retirement arrangement, including individual retirement accounts and
annuities, Keogh plans and bank collective investment funds and insurance
company general or separate accounts in which such plans, accounts or
arrangements are invested, that is subject to Section 406 of ERISA or Section
4975 of the Internal Revenue Code of 1986 (the "Code") (any of the foregoing, a
"Plan"), (ii) are not being acquired with "plan assets" of a Plan within the
meaning of the Department of Labor ("DOL") regulation, 29 C.F.R.ss.2510.3-101,
and (iii) will not be transferred to any entity that is deemed to be investing
in plan assets within the meaning of the DOL regulation at 29 C.F.R.ss.
2510.3-101.

                                    Very truly yours,


                                    _______________________________


                                    By:____________________________
                                     Name:
                                     Title:



                                      G-1
<PAGE>


                                    EXHIBIT H

                           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


                                      H-1
<PAGE>


not limited to any loss, liability or damage arising from (i) any false
statement contained in this Affidavit, (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]






                                      H-2
<PAGE>


                                   EXHIBIT I-1

     FORM OF CERTIFICATION TO BE PROVIDED BY THE DEPOSITOR WITH FORM 10-K

                                  Certification

            I, [identify the certifying individual], certify that:

            1. 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., Series 2004-OPT1, Asset Backed
Pass-Through Certificates;

            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 or servicing information
required to be provided to the trustee by the servicer under the pooling and
servicing, or similar, agreement, for inclusion in these reports 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 in accordance
with the terms of the pooling and servicing, or similar, agreement, and except
as disclosed in the reports, the servicer has fulfilled its obligations under
the 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, or similar,
agreement, that is included in these reports.

            In giving the  certifications  above, I have reasonably  relied on
information provided to me by the following  unaffiliated parties: Wells Fargo
Bank, N.A. and Option One Mortgage Corporation.

                                    CITIGROUP MORTGAGE LOAN TRUST INC.


                                    By:_____________________________
                                    Name:
                                    Title:
                                    Date:





                                     I-1-1
<PAGE>


                                   EXHIBIT I-2

                           FORM OF CERTIFICATION TO BE
                      PROVIDED TO DEPOSITOR BY THE TRUSTEE

            Re:   Citigroup Mortgage Loan Trust Inc., Series 2004-OPT1,  Asset
                  Backed Pass-Through Certificates
                  ------------------------------------------------------------


            I, [identify the certifying individual], a [title] of Wells Fargo
Bank, N.A., as Trustee of the Trust, 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 Trustee, 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 Trustee 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 September 1, 2004
(the "Pooling and Servicing Agreement"), among Citigroup Mortgage Loan Trust
Inc. as depositor (the "Depositor"), Option One Mortgage Corporation as servicer
(the "Servicer") and Wells Fargo Bank, N.A. as trustee (the "Trustee").

                                    WELLS FARGO BANK, N.A., as Trustee


                                    By:__________________________________
                                    Name:
                                    Title:
                                    Date:





                                     I-2-1
<PAGE>


                                   EXHIBIT I-3

                            FORM CERTIFICATION TO BE
                      PROVIDED TO DEPOSITOR BY THE SERVICER

I, [identify the certifying individual], certify to Citigroup Mortgage Loan
Trust Inc. (the "Depositor") and Wells Fargo Bank, N.A. (the "Trustee") and
their respective officers, directors and affiliates, and with the knowledge and
intent that they will rely upon this certification, that:

            l. I have reviewed the information required to be provided to the
Trustee by the Servicer pursuant to the Pooling and Servicing Agreement (the
"Servicing Information");

            2. Based on my knowledge, the Servicing Information, taken as a
whole, does not contain any untrue statement of a material fact or omit to state
a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading as of the
last day of the period covered by this annual report;

            3. Based on my knowledge, the Servicing Information required to be
provided to the Trustee by the Servicer has been provided as required under the
Pooling and Servicing Agreement;

            4. I am responsible for reviewing the activities performed by the
Servicer under the Pooling and Servicing Agreement and based upon my knowledge
and the annual compliance review required under the Pooling and Servicing
Agreement, and except as disclosed by written notice to the Trustee or in the
annual compliance statement or certified public accountant's report required to
be delivered to the Trustee in accordance with the terms of the Pooling and
Servicing Agreement (which has been so delivered to the Trustee), the Servicer
has, for the period covered by the Form 10-K Annual Report, fulfilled its
obligations under the Pooling and Servicing Agreement; and

            5. The 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.

            Capitalized terms used but not defined herein have the meanings
ascribed to them in the Pooling and Servicing Agreement, dated September 1, 2004
(the "Pooling and Servicing Agreement"), among Citigroup Mortgage Loan Trust
Inc. as depositor (the "Depositor"), Option One Mortgage Corporation as servicer
(the "Servicer") and Wells Fargo Bank, N.A. as trustee (the "Trustee").

                                    OPTION ONE MORTGAGE CORPORATION

                                    By:____________________________________
                                    Name:
                                    Title:
                                    Date:




                                     I-3-1
<PAGE>


                                    EXHIBIT J


                  FORM OF ANNUAL STATEMENT AS TO COMPLIANCE

             Citigroup Mortgage Loan Trust Inc., Series 2004-OPT1
                     Asset Backed Pass-Through Certificates

            I, _____________________, hereby certify that I am a duly appointed
__________________________ of Option One Mortgage Corporation. (the "Servicer"),
and further certify as follows:

            1. This certification is being made pursuant to the terms of the
Pooling and Servicing Agreement, dated as of September 1, 2004, (the
"Agreement"), among Citigroup Mortgage Loan Trust Inc. as depositor (the
"Depositor"), Option One Mortgage Corporation as servicer (the "Servicer") and
Wells Fargo Bank, N.A. as trustee (the "Trustee").

            2. I have reviewed the activities of the Servicer during the
preceding year and the Servicer's performance under the Agreement and to the
best of my knowledge, based on such review, the Servicer has fulfilled all of
its obligations under the Agreement throughout the year.

            Capitalized terms not otherwise defined herein have the meanings set
forth in the Agreement.

Dated: _____________




                                     J-1
<PAGE>



            IN WITNESS WHEREOF,  the undersigned has executed this Certificate
as of _____________.

                                      By: _____________________________
                                      Name:
                                      Title:


            I, _________________________, a (an) __________________ of the
Servicer, hereby certify that _________________ is a duly elected, qualified,
and acting _______________________ of the Master Servicer and that the signature
appearing above is his/her genuine signature.

            IN WITNESS WHEREOF,  the undersigned has executed this Certificate
as of ______________.

                                      By: _____________________________
                                      Name:
                                      Title:





                                     J-2
<PAGE>


                                    EXHIBIT K

                              FORM OF CAP CONTRACT

                            (Available Upon Request)







                                     K-1
<PAGE>


                                    EXHIBIT L

                             FORM OF ADDITION NOTICE

[Date]
Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, MD 21045

      Re:   Pooling and Servicing Agreement dated as of September 1,
            2004 among Citigroup Mortgage Loan Trust Inc., as
            Depositor, Option One Mortgage Corporation, as Servicer and
            Wells Fargo Bank, N.A., as Trustee
            ----------------------------------

Ladies and Gentlemen:

      Pursuant to Section 2.08 of the referenced Pooling and Servicing
Agreement, Citigroup Mortgage Loan Trust Inc. has designated Subsequent Mortgage
Loans to be sold to the Trust on __________, 2004, with an aggregate principal
balance of $ . Capitalized terms not otherwise defined herein have the meaning
set forth in the Pooling and Servicing Agreement.

      Please acknowledge your receipt of this notice by countersigning the
enclosed copy in the space indicated below and returning it to the attention of
the undersigned.


                                      Very truly yours,

                                      CITIGROUP MORTGAGE LOAN TRUST INC.

                                      By:
                                      Name:
                                      Title:




                                     L-2
<PAGE>


Acknowledged and Agreed:
WELLS FARGO BANK, N.A. as trustee



By:
Name:
Title:



                                     L-3
<PAGE>


                                    EXHIBIT M

                     FORM OF SUBSEQUENT TRANSFER INSTRUMENT

      Pursuant to this Subsequent Transfer Instrument, dated ________, 2004 (the
"Instrument"), between Citigroup Mortgage Loan Trust Inc. as seller (the
"Depositor"), and Wells Fargo Bank, N.A. as trustee of the Citigroup Mortgage
Loan Trust Inc., Series 2004-OPT1, Asset Backed Pass-Through Certificates,
Series 2004-OPT1, as purchaser (the "Trustee"), and pursuant to the Pooling and
Servicing Agreement, dated as of September 1, 2004 (the "Pooling and Servicing
Agreement"), among the Depositor, Option One Mortgage Corporation as servicer
and the Trustee, the Depositor and the Trustee agree to the sale by the
Depositor and the purchase by the Trustee in trust, on behalf of the Trust, of
the Mortgage Loans listed on the attached Schedule of Mortgage Loans (the
"Subsequent Mortgage Loans").

      Capitalized terms used but not otherwise defined herein shall have the
meanings set forth in the Pooling and Servicing Agreement.

      Section 1.   Conveyance of Subsequent Mortgage Loans.
                   ---------------------------------------

      (a) The Depositor does hereby sell, transfer, assign, set over and convey
to the Trustee in trust, on behalf of the Trust, without recourse, all of its
right, title and interest in and to the Subsequent Mortgage Loans, and including
all amounts due on the Subsequent Mortgage Loans after the related Subsequent
Cut-off Date, and all items with respect to the Subsequent Mortgage Loans to be
delivered pursuant to Section 2.01 of the Pooling and Servicing Agreement;
provided, however that the Depositor reserves and retains all right, title and
interest in and to amounts due on the Subsequent Mortgage Loans on or prior to
the related Subsequent Cut-off Date. The Depositor, contemporaneously with the
delivery of this Agreement, has delivered or caused to be delivered to the
Trustee each item set forth in Section 2.01 of the Pooling and Servicing
Agreement. The transfer to the Trustee by the Depositor of the Subsequent
Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is
intended by the Depositor, the Servicer, the Trustee and the Certificateholders
to constitute and to be treated as a sale by the Depositor to the Trust Fund.

      (b) The Depositor, concurrently with the execution and delivery hereof,
does hereby transfer, assign, set over and otherwise convey to the Trustee
without recourse for the benefit of the Certificateholders all the right, title
and interest of the Depositor, in, to and under the Subsequent Mortgage Loan
Purchase Agreement, dated the date hereof, between the Depositor as purchaser
and the Servicer as seller, to the extent of the Subsequent Mortgage Loans.

      (c) Additional terms of the sale are set forth on Attachment A hereto.

      Section 2.   Representations and Warranties; Conditions Precedent.
                   ----------------------------------------------------

      (a) The Depositor hereby confirms that each of the conditions and the
representations and warranties set forth in Section 2.08 of the Pooling and
Servicing Agreement are satisfied as of the date hereof.

      (b) All terms and conditions of the Pooling and Servicing Agreement are
hereby ratified and confirmed; provided, however, that in the event of any
conflict, the provisions of this Instrument shall control over the conflicting
provisions of the Pooling and Servicing Agreement.

      Section 3.   Recordation of Instrument.
                   -------------------------

      To the extent permitted by applicable law, this Instrument, or a
memorandum thereof if permitted under applicable law, is subject to recordation
in all appropriate public offices for real property records in all of 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 Certificateholders' expense on direction of the related
Certificateholders, but only when accompanied by an Opinion of Counsel to the
effect that such


                                      M-1
<PAGE>


recordation materially and beneficially affects the interests of the
Certificateholders or is necessary for the administration or servicing of the
Mortgage Loans.

      Section 4.   Governing Law.
                   -------------

      This Instrument shall be construed in accordance with the laws of the
State of New York and the obligations, rights and remedies of the parties
hereunder shall be determined in accordance with such laws, without giving
effect to principles of conflicts of law.

      Section 5.   Counterparts.
                   ------------

      This Instrument may be executed in one or more counterparts and by the
different parties hereto on separate counterparts, each of which, when so
executed, shall be deemed to be an original; such counterparts, together, shall
constitute one and the same instrument.

      Section 6.  Successors and Assigns.
                  ----------------------

      This Instrument shall inure to the benefit of and be binding upon the
Depositor and the Trustee and their respective successors and assigns.






                                      M-2
<PAGE>



                              CITIGROUP MORTGAGE LOAN TRUST INC.


                              By:
                              Name:
                              Title:


                              WELLS FARGO BANK, N.A., as Trustee for
                              Citigroup Mortgage Loan Trust Inc., Series
                              2004-OPT1, Asset Backed Pass-Through
                              Certificates,

                              By:________________________________________
                              Name:
                              Title:


Attachments
------------
A. Additional terms of sale.
B. Schedule of Subsequent Mortgage Loans.











                                      M-3
<PAGE>


                                   Schedule 1

                             MORTGAGE LOAN SCHEDULE

                                [FILED BY PAPER]







                                      Schedule
<PAGE>



                                   Schedule 2

                           prepayment charge SCHEDULE

                            [Available Upon Request]




                                      Schedule

<PAGE>


                                   Schedule 3

                           PMI MORTGAGE LOAN SCHEDULE

                            [Available Upon Request]




                                      Schedule