POOLING AND SERVICING AGREEMENT

Pooling and Servicing Agreement

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CITIGROUP MORTGAGE LOAN TRUST INC. | CITIMORTGAGE, INC.

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Title: POOLING AND SERVICING AGREEMENT
Governing Law: New York Date: 6/14/2005

EXHIBIT 4.1

CITIGROUP MORTGAGE LOAN TRUST INC.

Depositor

CITIMORTGAGE, INC.

Master Servicer and Trust Administrator

CITIBANK, N.A.

Paying Agent, Certificate Registrar and Authenticating Agent

and

U.S. BANK NATIONAL ASSOCIATION

Trustee

_________________________________________

POOLING AND SERVICING AGREEMENT

Dated as of May 1, 2005

_________________________________________

Mortgage Pass-Through Certificates

Series 2005-2

TABLE OF CONTENTS

Section

Page

ARTICLE I

DEFINITIONS

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

ARTICLE II

CONVEYANCE OF MORTGAGE LOANS;

ORIGINAL ISSUANCE OF CERTIFICATES

SECTION 2.01	Conveyance of Mortgage Loans.
SECTION 2.02	Acceptance of the Trust Fund by the Trustee.
SECTION 2.03	Repurchase or Substitution of Mortgage Loans by the Seller or the Depositor.
SECTION 2.04	Reserved.
SECTION 2.05	Representations, Warranties and Covenants of the Master Servicer.
SECTION 2.06	Issuance of the Certificates.
SECTION 2.07	Conveyance of the REMIC Regular Interests; Acceptance of the Trust REMICs by the Trustee.

ARTICLE III

ADMINISTRATION AND SERVICING

OF THE MORTGAGE LOANS

SECTION 3.01	Master Servicer to Act as Master Servicer.
SECTION 3.02	Sub-Servicing Agreements Between the Master Servicer and Sub-Servicers.
SECTION 3.03	Successor Sub-Servicers.
SECTION 3.04	Liability of the Master Servicer.
SECTION 3.05	No Contractual Relationship Between Sub-Servicers and Trustee, Trust Administrator or Certificateholders.
SECTION 3.06	Assumption or Termination of Sub-Servicing Agreements by Trustee.
SECTION 3.07	Collection of Certain Mortgage Loan Payments.
SECTION 3.08	Sub-Servicing Accounts.
SECTION 3.09	Collection of Taxes, Assessments and Similar Items; Servicing Accounts.
SECTION 3.10	Collection Account and Distribution Account.
SECTION 3.11	Withdrawals from the Collection Account and Distribution Account.
SECTION 3.12	Investment of Funds in the Collection Account and the Distribution Account.
SECTION 3.13	Maintenance of the Primary Mortgage Insurance Policies; Collections Thereunder.
SECTION 3.14	Maintenance of Hazard Insurance and Errors and Omissions and Fidelity Coverage.
SECTION 3.15	Enforcement of Due-On-Sale Clauses; Assumption Agreements.
SECTION 3.16	Realization Upon Defaulted Mortgage Loans.
SECTION 3.17	Trustee to Cooperate; Release of Mortgage Files.
SECTION 3.18	Servicing Compensation.

SECTION 3.19	Reports to the Trust Administrator; Collection Account Statements.
SECTION 3.20	Statement as to Compliance.
SECTION 3.21	Independent Public Accountants’ Servicing Report.
SECTION 3.22	Access to Certain Documentation.
SECTION 3.23	Title, Management and Disposition of REO Property.
SECTION 3.24	Obligations of the Master Servicer in Respect of Prepayment Interest Shortfalls.
SECTION 3.25	Obligations of the Master Servicer in Respect of Monthly Payments.

ARTICLE IV

PAYMENTS TO CERTIFICATEHOLDERS

SECTION 4.01	Distributions.
SECTION 4.02	Statements to Certificateholders.
SECTION 4.03	Remittance Reports; P&I Advances.
SECTION 4.04	Allocation of Extraordinary Trust Fund Expenses and Realized Losses.
SECTION 4.05	Compliance with Withholding Requirements.
SECTION 4.06	Commission Reporting.
SECTION 4.07	Distributions and Allocations of Realized Losses on the REMIC Regular Interests.

ARTICLE V

THE CERTIFICATES

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

ARTICLE VI

THE DEPOSITOR AND THE MASTER SERVICER

SECTION 6.01	Liability of the Depositor and the Master Servicer.
SECTION 6.02	Merger or Consolidation of the Depositor or the Master Servicer.
SECTION 6.03	Limitation on Liability of the Depositor, the Master Servicer and Others.
SECTION 6.04	Limitation on Resignation of the Master Servicer.
SECTION 6.05	Rights of the Depositor in Respect of the Master Servicer.

ARTICLE VII

DEFAULT

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

ARTICLE VIII

CONCERNING THE TRUSTEE, THE TRUST ADMINISTRATOR,

THE PAYING AGENT, THE CERTIFICATE REGISTRAR AND

THE AUTHENTICATING AGENT

SECTION 8.01	Duties of Trustee, Trust Administrator and Others.
SECTION 8.02	Certain Matters Affecting the Trustee, the Trust Administrator and Others.
SECTION 8.03	Trustee, Trust Administrator and Others not Liable for Certificates or Mortgage Loans.
SECTION 8.04	Trustee, Trust Administrator and Others May Own Certificates.
SECTION 8.05	Trustee’s, Trust Administrator’s, Paying Agent’s, Authenticating Agent’s, Certificate Registrar’s and Custodians’ Fees and Expenses.
SECTION 8.06	Eligibility Requirements for Trustee and Trust Administrator.
SECTION 8.07	Resignation and Removal of the Trustee and the Trust Administrator.
SECTION 8.08	Successor Trustee or Trust Administrator.
SECTION 8.09	Merger or Consolidation of Trustee or Trust Administrator.
SECTION 8.10	Appointment of Co-Trustee or Separate Trustee.
SECTION 8.11	[intentionally omitted]
SECTION 8.12	Appointment of Office or Agency.
SECTION 8.13	Representations and Warranties.
SECTION 8.14	Appointment and Removal of Paying Agent, Authenticating Agent and Certificate Registrar.
SECTION 8.15	No Trustee Liability for Actions or Inactions of Custodians.

ARTICLE IX

TERMINATION

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

ARTICLE X

REMIC PROVISIONS

SECTION 10.01	REMIC Administration.
SECTION 10.02	Prohibited Transactions and Activities.
SECTION 10.03	Master Servicer and Trust Administrator Indemnification.

ARTICLE XI

MISCELLANEOUS PROVISIONS

SECTION 11.01	Amendment.
SECTION 11.02	Recordation of Agreement; Counterparts.
SECTION 11.03	Limitation on Rights of Certificateholders.
SECTION 11.04	Governing Law.
SECTION 11.05	Notices.
SECTION 11.06	Severability of Provisions.
SECTION 11.07	Notice to Rating Agencies.
SECTION 11.08	Article and Section References.
SECTION 11.09	Grant of Security Interest.

Exhibits

Exhibit A-1	Form of Class I-A1 Certificate
Exhibit A-2	Form of Class I-A2A Certificate
Exhibit A-3	Form of Class I-A2B Certificate
Exhibit A-4	Form of Class I-A3 Certificate
Exhibit A-5	Form of Class I-A3A Certificate
Exhibit A-6	Form of Class I-A3B Certificate
Exhibit A-7	Form of Class I-A4 Certificate
Exhibit A-8	Form of Class I-A5A Certificate
Exhibit A-9	Form of Class I-A5B Certificate
Exhibit A-10	Form of Class I-B1 Certificate
Exhibit A-11	Form of Class I-B2 Certificate
Exhibit A-12	Form of Class I-B3 Certificate
Exhibit A-13	Form of Class I-B4 Certificate
Exhibit A-14	Form of Class I-B5 Certificate
Exhibit A-15	Form of Class I-B6 Certificate
Exhibit A-16	Form of Class I-R Certificate
Exhibit A-17	Form of Class II-A1-1 Certificate
Exhibit A-18	Form of Class II-A1-2 Certificate
Exhibit A-19	Form of Class II-A2 Certificate
Exhibit A-20	Form of Class II-XS1 Certificate
Exhibit A-21	Form of Class II-XS2 Certificate
Exhibit A-22	Form of Class II-PO1 Certificate
Exhibit A-23	Form of Class II-PO2 Certificate
Exhibit A-24	Form of Class II-B1 Certificate
Exhibit A-25	Form of Class II-B2 Certificate
Exhibit A-26	Form of Class II-B3 Certificate
Exhibit A-27	Form of Class II-B4 Certificate
Exhibit A-28	Form of Class II-B5 Certificate
Exhibit A-29	Form of Class II-B6 Certificate
Exhibit A-30	Form of Class II-R Certificate
Exhibit B	[Reserved]
Exhibit C	[Reserved]
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 Master Servicer Certification
Schedule 1	Mortgage Loan Schedule

This Pooling and Servicing Agreement, is dated and effective as of May 1, 2005, among CITIGROUP MORTGAGE LOAN TRUST INC., as Depositor, CITIMORTGAGE, INC., as Master Servicer and Trust Administrator, CITIBANK, N.A. as Paying Agent, Certificate Registrar and Authenticating Agent and U.S. BANK NATIONAL ASSOCIATION, as Trustee.

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-A

As provided herein, the Trust Administrator will elect to treat the segregated pool of assets consisting of the Group I Mortgage Loans and certain other related assets subject to this Agreement as a REMIC (as defined herein) for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC I-A”. The Class R-IA Residual Interest will be the sole class of “residual interests” in REMIC I-A for purposes of the REMIC Provisions (as defined herein). The following table irrevocably sets forth the designation, the REMIC I-A Remittance Rate, the initial Uncertificated Balance and, for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each of the REMIC I-A Regular Interests (as defined herein). None of the REMIC I-A Regular Interests will be certificated.

Designation	REMIC I-A Remittance Rate	Initial Uncertificated Balance		Latest Possible Maturity Date(1)
LT-1A	(2)	$	416,182.82	May 2035
LT-1B	(2)	$	9,458,782.82	May 2035
LT-2A	(2)	$	1,889,178.35	May 2035
LT-2B	(2)	$	42,933,388.35	May 2035
LT-3A	(2)	$	1,185,723.34	May 2035
LT-3B	(2)	$	26,948,523.34	May 2035
LT-4A	(2)	$	1,378,023.86	May 2035
LT-4B	(2)	$	31,319,723.86	May 2035
LT-5A	(2)	$	794,048.49	May 2035
LT-5B	(2)	$	18,046,548.49	May 2035
LT-ZZZ	(2)	$	1,152,699,444.81	May 2035
LT-R	(2)	$	100.00	May 2035

(1) For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date immediately following the maturity date for the Group I Mortgage Loan with the latest maturity date has been designated as the “latest possible maturity date” for each REMIC I-A Regular Interest.

(2)	Calculated in accordance with the definition of “REMIC I-A Remittance Rate” herein..

REMIC I-B

As provided herein, the Trust Administrator will elect to treat the segregated pool of assets consisting of the REMIC I-A Regular Interests subject to this Agreement as a REMIC (as defined herein) for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC I-B”. The Class R-IB Residual Interest will be the sole class of “residual interests” in REMIC I-B for purposes of the REMIC Provisions (as defined herein). The following table irrevocably sets forth the designation, the Pass-Through Rate, the Initial Certificate Principal Balance and, for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each of the Classes of Certificates that evidence “regular interests” or “residual interests” in REMIC I-B.

Designation	Pass-Through Rate ⁽²⁾	Initial Aggregate Certificate Balance		Latest Possible Maturity Date ⁽¹⁾
Class I-A1	Variable	$	90,426,000.00	May 2035
Class I-A2A	Variable	$	367,509,000.00	May 2035
Class I-A2B	Variable	$	42,933,000.00	May 2035
Class I-A3	Variable	$	30,000,000.00	May 2035
Class I-A3A	Variable	$	219,057,000.00	May 2035
Class I-A3B	Variable	$	8,571,000.00	May 2035
Class I-A4	Variable	$	299,417,000.00	May 2035
Class I-A5A	Variable	$	164,585,000.00	May 2035
Class I-A5B	Variable	$	7,940,000.00	May 2035
Class I-B1	Variable	$	23,811,000.00	May 2035
Class I-B2	Variable	$	10,940,000.00	May 2035
Class I-B3	Variable	$	8,366,000.00	May 2035
Class I-B4	Variable	$	5,148,000.00	May 2035
Class I-B5	Variable	$	2,574,000.00	May 2035
Class I-B6	Variable	$	5,792,568.51	May 2035
Class I-R	Variable	$	100.00	May 2035

(2)	Calculated in accordance with the definition of “Pass-Through Rate” herein.

REMIC II-A

As provided herein, the Trust Administrator will elect to treat the segregated pool of assets consisting of the Group II Mortgage Loans and certain other related assets subject to this Agreement as a REMIC (as defined herein) for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC II-A”. The Class R-IIA Residual Interest will be the sole class of “residual interests” in REMIC II-A for purposes of the REMIC Provisions (as defined herein). The following table irrevocably sets forth the designation, the REMIC II-A Remittance Rate, the initial Uncertificated Balance and, for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each of the REMIC II-A Regular Interests (as defined herein). None of the REMIC II-A Regular Interests will be certificated.

Designation	REMIC II-A Remittance Rate		Initial Uncertificated Balance		Latest Possible Maturity Date ⁽¹⁾
LT-1-1	5.50	%	$	34,358,307.29	February 2035
LT-1-2	6.00	%	$	57,957,638.45	February 2035
LT-2	5.50	%	$	23,768,781.29	February 2035
LT-IO1	(2	)		(3)	February 2035
LT-IO2	(2	)		(3)	February 2035
LT-PO1	0.00	%	$	173,204.00	February 2035
LT-PO2	0.00	%	$	1,092,701.00	February 2035
LT-R	5.50	%	$	100.00	February 2035

(1) For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date immediately following the maturity date for the Group II Mortgage Loan with the latest maturity date has been designated as the “latest possible maturity date” for each REMIC II-A Regular Interest.

(2)	Calculated in accordance with the definition of “REMIC II-A Remittance Rate” herein.

(3) REMIC II-A Regular Interest LT-IO1 and REMIC II-A Regular Interest LT-IO2 will not have uncertificated balances, but will be entitled to distributions of interest on their respective Uncertificated Notional Amounts, as defined herein.

REMIC II-B

As provided herein, the Trust Administrator will elect to treat the segregated pool of assets consisting of the REMIC II-A Regular Interests as a REMIC (as defined herein) for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC II-B”. The Class R-IIB Residual Interest will be the sole class of “residual interests” in REMIC II-B for purposes of the REMIC Provisions (as defined herein). The following table irrevocably sets forth the designation, the REMIC II-B Remittance Rate, the initial Uncertificated Balance and, for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest

possible maturity date” for each of the REMIC II-B Regular Interests (as defined herein). None of the REMIC II-B Regular Interests will be certificated.

Designation	REMIC II-B Remittance Rate		Initial Uncertificated Balance		Latest Possible Maturity Date ⁽¹⁾
LT-1-1A	5.50	%	$	1,813.21	February 2035
LT-1-1B	5.50	%	$	34,356,494.08	February 2035
LT-1-2A	6.00	%	$	3,042.64	February 2035
LT-1-2B	6.00	%	$	57,954,595.81	February 2035
LT-2A	5.50	%	$	1,305.88	February 2035
LT-2B	5.50	%	$	23,767,475.41	February 2035
LT-IO1	(2	)		(3)	February 2035
LT-IO2	(2	)		(3)	February 2035
LT-PO1	0.00	%	$	173,204.00	February 2035
LT-PO2	0.00	%	$	1,092,701.00	February 2035
LT-R	5.50	%	$	100.00	February 2035

(2)	Calculated in accordance with the definition of “REMIC II-B Remittance Rate” herein.

(3) REMIC II-B Regular Interest LT-IO1 and REMIC II-B Regular Interest LT-IO2 will not have uncertificated balances, but will be entitled to 100% of amounts distributed on REMIC II-A Regular Interest LT-IO1 and REMIC II-A Regular Interest LT-IO2, respectively.

REMIC II-C

As provided herein, the Trust Administrator will elect to treat the segregated pool of assets consisting of the REMIC II-B Regular Interests subject to this Agreement as a REMIC (as defined herein) for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC II-C”. The Class R-IIC Residual Interest will be the sole class of “residual interests” in REMIC II-C for purposes of the REMIC Provisions (as defined herein). The following table irrevocably sets forth the designation, the Pass-Through Rate, the Initial Certificate Balance and, for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each of the Classes of Certificates that evidence “regular interests” or “residual interests” in REMIC II-C.

Designation	Pass-Through Rate		Initial Aggregate Certificate Balance		Latest Possible Maturity Date ⁽¹⁾
Class II-A1-1	5.50	%	$	32,545,000.00	February 2035
Class II-A1-2	6.00	%	$	54,915,000.00	February 2035
Class II-A2	5.50	%	$	22,463,000.00	February 2035
Class II-PO1	(3	)	$	173,204.00	February 2035
Class II-PO2	(3	)	$	1,092,701.00	February 2035
Class II-XS1	(2	)		(4)	February 2035
Class II-XS2	(2	)		(4)	February 2035
Class II-B1	Variable ⁽²⁾		$	2,288,000.00	February 2035
Class II-B2	Variable ⁽²⁾		$	1,408,000.00	February 2035
Class II-B3	Variable ⁽²⁾		$	821,000.00	February 2035
Class II-B4	Variable ⁽²⁾		$	704,000.00	February 2035
Class II-B5	Variable ⁽²⁾		$	352,000.00	February 2035
Class II-B6	Variable ⁽²⁾		$	588,727.03	February 2035
Class II-R	5.50	%	$	100.00	February 2035

(2)	Calculated in accordance with the definition of “Pass-Through Rate” herein.

(3) The Class II-PO1 Certificates and the Class II-PO2 Certificates are principal only certificates and will not have a pass-through rate or accrue interest.

(4) The Class II-XS1 Certificates and the Class II-XS2 Certificates will not have certificate principal balances, but will be entitled to distributions of interest on their respective Notional Amounts, as defined herein, which interest, for federal income tax purposes, will consist of 100% of amounts distributed on REMIC II-B Regular Interest LT-IO1 and REMIC II-B Regular Interest LT-IO2, respectively.

As of the Cut-off Date, the Group I-1 Mortgage Loans had an aggregate Scheduled Principal Balance equal to $94,587,828.19. As of the Cut-off Date, the Group I-2 Mortgage Loans had an aggregate Scheduled Principal Balance equal to $429,333,883.52. As of the Cut-off Date, the Group I-3 Mortgage Loans had an aggregate Scheduled Principal Balance equal to $269,485,233.35. As of the Cut-off Date, the Group I-4 Mortgage Loans had an aggregate Scheduled Principal Balance equal to $313,197,238.57. As of the Cut-off Date, the Group I-5 Mortgage Loans had an aggregate Scheduled Principal Balance equal to $180,465,484.88. As of the Cut-off Date, the Group II-1 Mortgage Loans had an aggregate Scheduled Principal Balance equal to $92,489,149.74. As of the Cut-off Date, the Group II-2 Mortgage Loans had an aggregate Scheduled Principal Balance equal to $24,861,582.29.

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

ARTICLE I

DEFINITIONS

SECTION 1.01

Defined Terms.

Whenever used in this Agreement, including, without limitation, in the Preliminary Statement hereto, the following words and phrases, unless the context otherwise requires, shall have the meanings specified in this Article. Unless otherwise specified, all calculations described herein shall be made on the basis of a 360-day year consisting of twelve 30-day months.

“Adjustable-Rate Mortgage Loan”: Each Group I Mortgage Loan.

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

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

“Administration Fee”: With respect to each Mortgage Loan and for any calendar month, an amount equal to one month’s interest (or in the event of any payment of interest which accompanies a Principal Prepayment in full made by the Mortgagor during such calendar month, interest for the number of days covered by such payment of interest) at the applicable Administration Fee Rate on the same principal amount on which interest on such Mortgage Loan accrues for such calendar month.

“Administration Fee Rate”: With respect to the Group I Mortgage Loans, 0.0025% per annum. With respect to the Group II Mortgage Loans, 0.0100% per annum.

“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.

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

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

“Applicable Fraction”: For each Group II-1 Mortgage Loan that does not have Mortgage Loan Components, 100%. For each Group II-1 Mortgage Loan that has Mortgage Loan Components is as follows: (i) for each Group II-1 Mortgage Loan with an Expense Adjusted Mortgage Rate greater than 5.500% per annum and less than 6.000% per annum and Subgroup II-1-1, a fraction the numerator of which is (x) 6.000% less the applicable Expense Adjusted Mortgage Rate on such Mortgage Loan and the denominator of which is (y) 0.500%; and (ii) for each Group II-1 Mortgage Loan with an Expense Adjusted Mortgage Rate greater than 5.500% per annum and less than 6.000% per annum and Subgroup II-1-2, 100.00% less a fraction the numerator of which is (x) 6.000% less the applicable Expense Adjusted Mortgage Rate on such Mortgage Loan and the denominator of which is (y) 0.500%.

“Assignment”: An assignment of Mortgage, notice of transfer or equivalent instrument, in recordable form, which is sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect of record the sale of the Mortgage.

“Available Distribution Amount”: With respect to Collateral Pool I, the sum of the Group I-1 Available Distribution Amount, the Group I-2 Available Distribution Amount, the Group I-3 Available Distribution Amount, the Group I-4 Available Distribution Amount and the Group I-5 Available Distribution Amount. With respect to Collateral Pool II, the sum of the Subgroup II-A1-1 Available Distribution Amount, the Subgroup II-A1-2 Available Distribution Amount and the Group II-2 Available Distribution Amount. With respect to a Loan Group or Subgroup, the Group I-1 Available Distribution Amount, the Group I-2 Available Distribution Amount, the Group I-3 Available Distribution Amount, the Group I-4 Available Distribution Amount, the Group I-5 Available Distribution Amount, the Subgroup II-1-1 Available Distribution Amount, the Subgroup II-1-2 Available Distribution Amount or the Group II-2 Available Distribution Amount, as applicable.

“Authenticating Agent”: Citibank, or its successor in interest, or any successor authenticating agent appointed as herein provided.

“Bankruptcy Amount”: As of any date of determination, with respect to any Collateral Pool, an amount equal to the excess, if any, of (A) $150,000 over (B) the aggregate amount of Bankruptcy Losses allocated solely to the related Subordinate Certificates in accordance with Section 4.04.

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

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

“Book-Entry Certificate”: Any Certificate registered in the name of the Depository or its nominee. Initially, the Book-Entry Certificates will be the Senior Certificates, the Class I-B1 Certificates, the Class I-B2 Certificates, the Class I-B3 Certificates, the Class II-B1 Certificates, the Class II-B2 Certificates and the Class II-B3 Certificates.

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

“Business Day”: Any day other than a Saturday, a Sunday or a day on which banking or savings and loan institutions in the State of New York, the State of California, the State of Iowa, the State of Maryland, the State of Mississippi, the State of Missouri, the Commonwealth of Pennsylvania, the State of Texas or in the city in which the Corporate Trust Office of the Trustee or the Corporate Trust Office of the Paying Agent is located are authorized or obligated by law or executive order to be closed.

“Cash-out Refinancing”: A Refinanced Mortgage Loan the proceeds of which were in excess of the principal balance of any existing first mortgage on the related Mortgaged Property and related closing costs, and were used to pay any such existing first mortgage, related closing costs and subordinate mortgages on the related Mortgaged Property.

“Certificate”: Any one of the Citigroup Mortgage Loan Trust Inc., Mortgage Pass-Through Certificates, Series 2005-2, issued under this Agreement.

“Certificate Factor”: With respect to any Class of Certificates (other than the Class II-XS1 Certificates and the Class II-XS2 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 of such Class of Certificates on such Distribution Date (after giving effect to any distributions of principal and allocations of Realized Losses and Extraordinary Trust Fund Expenses in reduction of the Certificate Principal Balance of such Class of Certificates to be made on such Distribution Date), and the denominator of which is the initial aggregate Certificate Principal Balance of such Class of Certificates as of the Closing Date. With respect to the Class II-XS1 Certificates as of any Distribution Date, a fraction, expressed as a decimal carried to six places, the numerator of which is the aggregate Scheduled Principal Balance of the Group II-1 Mortgage Loans with Expense Adjusted Mortgage Rates equal to or in excess of 5.50% per annum, and the denominator of which is the aggregate Scheduled Principal

Balance of the Group II-1 Mortgage Loans with Expense Adjusted Mortgage Rates equal to or in excess of 5.50% per annum as of the Cut-off Date. With respect to the Class II-XS2 Certificates as of any Distribution Date, a fraction, expressed as a decimal carried to six places, the numerator of which is the aggregate Scheduled Principal Balance of the Group II-2 Mortgage Loans with Expense Adjusted Mortgage Rates equal to or in excess of 6.00% per annum, and the denominator of which is the aggregate Scheduled Principal Balance of the Group II-2 Mortgage Loans with Expense Adjusted Mortgage Rates equal to or in excess of 6.00% per annum as of the Cut-off Date.

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

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

“Certificate Principal Balance”: With respect to any Certificate (other than the Class II-XS1 Certificates and the Class II-XS2 Certificates) as of any date of determination, the Certificate Principal Balance of such Certificate on the Distribution Date immediately prior to such date of determination plus any Subsequent Recoveries added to the Certificate Principal Balance of such Certificate pursuant to Section 4.01, reduced by the aggregate of (a) all distributions of principal made thereon on such immediately prior Distribution Date and (b) without duplication of amounts described in clause (a) above, reductions in the Certificate Principal Balance thereof in connection with allocations thereto of Realized Losses on the Mortgage Loans and Extraordinary Trust Fund Expenses on such immediately prior Distribution Date (or, in the case of any date of determination up to and including the initial Distribution Date, the initial Certificate Principal Balance of such Certificate, as stated on the face thereof). The Certificate Principal Balance of any Class of Certificates as of any date of determination is equal to the aggregate of the Certificate Principal Balances of the Certificates of such Class. Notwithstanding any of the foregoing, the Certificate Principal Balance of a Subordinate Certificate of the Class of Subordinate Certificates relating to a Collateral Pool outstanding with the highest numerical designation at any given time shall not be greater than the Percentage Interest evidenced by such Certificate multiplied by the excess, if any, of (A) the then aggregate Stated Principal Balance of the Mortgage Loans in such related Collateral Pool over (B) the then

aggregate Certificate Principal Balances of all other Classes of Certificates relating to that Collateral Pool then outstanding.

“Certificate Register”: The register maintained pursuant to Section 5.02.

“Certificate Registrar”: Citibank, or its successor in interest, or any successor certificate registrar appointed as herein provided.

“Citibank”: Citibank, N.A.

“CitiMortgage”: CitiMortgage, Inc. in its capacity as an Initial Sub-Servicer with respect to the CitiMortgage Mortgage Loans.

“CitiMortgage Mortgage Loans”: The Mortgage Loans with respect to which CitiMortgage is the applicable Initial Sub-Servicer.

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

“Class I-A1 Certificate”: Any one of the Class I-A1 Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-1 and evidencing a Regular Interest in REMIC I-B for purposes of the REMIC Provisions.

“Class I-A2A Certificate”: Any one of the Class I-A2A Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-2 and evidencing a Regular Interest in REMIC I-B for purposes of the REMIC Provisions.

“Class I-A2B Certificate”: Any one of the Class I-A2B Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-3 and evidencing a Regular Interest in REMIC I-B for purposes of the REMIC Provisions.

“Class I-A3 Certificate”: Any one of the Class I-A3 Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-4 and evidencing a Regular Interest in REMIC I-B for purposes of the REMIC Provisions.

“Class I-A3A Certificate”: Any one of the Class I-A3A Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-5 and evidencing a Regular Interest in REMIC I-B for purposes of the REMIC Provisions.

“Class I-A3B Certificate”: Any one of the Class I-A3B Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-6 and evidencing a Regular Interest in REMIC I-B for purposes of the REMIC Provisions.

“Class I-A4 Certificate”: Any one of the Class I-A4 Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-7 and evidencing a Regular Interest in REMIC I-B for purposes of the REMIC Provisions.

“Class I-A5A Certificate”: Any one of the Class I-A5A Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-8 and evidencing a Regular Interest in REMIC I-B for purposes of the REMIC Provisions.

“Class I-A5B Certificate”: Any one of the Class I-A5B Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-9 and evidencing a Regular Interest in REMIC I-B for purposes of the REMIC Provisions.

“Class I-B1 Certificate”: Any one of the Class I-B1 Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-10 and evidencing a Regular Interest in REMIC I-B for purposes of the REMIC Provisions.

“Class I-B1 Percentage”: With respect to any Distribution Date, a fraction, expressed as a percentage, the numerator of which is the excess, if any, of the aggregate Certificate Principal Balance of the Class I-B1 Certificates immediately prior to such date over the aggregate amount, if any, payable to the Holders of the Class I-B1 Certificates on such date pursuant to Section 4.01(b)(i)(Z), and the denominator of which is the aggregate of the Scheduled Principal Balance of the Group I Subordinate Certificates immediately prior to such date.

“Class I-B2 Certificate”: Any one of the Class I-B2 Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-11 and evidencing a Regular Interest in REMIC I-B for purposes of the REMIC Provisions.

“Class I-B2 Percentage”: With respect to any Distribution Date, a fraction, expressed as a percentage, the numerator of which is the excess, if any, of the aggregate Certificate Principal Balance of the Class I-B2 Certificates immediately prior to such date over the aggregate amount, if any, payable to the Holders of the Class I-B2 Certificates on such date pursuant to Section 4.01(b)(i)(Z), and the denominator of which is the aggregate of the Scheduled Principal Balance of the Group I Subordinate Certificates immediately prior to such date.

“Class I-B3 Certificate”: Any one of the Class I-B3 Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-12 and evidencing a Regular Interest in REMIC I-B for purposes of the REMIC Provisions.

“Class I-B3 Percentage”: With respect to any Distribution Date, a fraction, expressed as a percentage, the numerator of which is the excess, if any, of the aggregate

Certificate Principal Balance of the Class I-B3 Certificates immediately prior to such date over the aggregate amount, if any, payable to the Holders of the Class I-B3 Certificates on such date pursuant to Section 4.01(b)(i)(Z), and the denominator of which is the aggregate of the Scheduled Principal Balance of the Group I Subordinate Certificates immediately prior to such date.

“Class I-B4 Certificate”: Any one of the Class I-B4 Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-13 and evidencing a Regular Interest in REMIC I-B for purposes of the REMIC Provisions.

“Class I-B4 Percentage”: With respect to any Distribution Date, a fraction, expressed as a percentage, the numerator of which is the excess, if any, of the aggregate Certificate Principal Balance of the Class I-B4 Certificates immediately prior to such date over the aggregate amount, if any, payable to the Holders of the Class I-B4 Certificates on such date pursuant to Section 4.01(b)(i)(Z), and the denominator of which is the aggregate of the Scheduled Principal Balance of the Group I Subordinate Certificates immediately prior to such date.

“Class I-B5 Certificate”: Any one of the Class I-B5 Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-14 and evidencing a Regular Interest in REMIC I-B for purposes of the REMIC Provisions.

“Class I-B5 Percentage”: With respect to any Distribution Date, a fraction, expressed as a percentage, the numerator of which is the excess, if any, of the aggregate Certificate Principal Balance of the Class I-B5 Certificates immediately prior to such date over the aggregate amount, if any, payable to the Holders of the Class I-B5 Certificates on such date pursuant to Section 4.01(b)(i)(Z), and the denominator of which is the aggregate of the Scheduled Principal Balance of the Group I Subordinate Certificates immediately prior to such date.

“Class I-B6 Certificate”: Any one of the Class I-B6 Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-15 and evidencing a Regular Interest in REMIC I-B for purposes of the REMIC Provisions.

“Class I-B6 Percentage”: With respect to any Distribution Date, a fraction, expressed as a percentage, the numerator of which is the excess, if any, of the aggregate Certificate Principal Balance of the Class I-B6 Certificates immediately prior to such date over the aggregate amount, if any, payable to the Holders of the Class I-B6 Certificates on such date pursuant to Section 4.01(b)(i)(Z), and the denominator of which is the aggregate of the Scheduled Principal Balance of the Group I Subordinate Certificates immediately prior to such date.

“Class I-R Certificate”: Any one of the Class I-R Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the

form annexed hereto as Exhibit A-16 and evidencing ownership of the Class R-IA Residual Interest and Class R-IB Residual Interest.

“Class II-A1-1 Certificate”: Any one of the Class II-A1-1 Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-17 and evidencing a Regular Interest in REMIC II-C for purposes of the REMIC Provisions.

“Class II-A1-2 Certificate”: Any one of the Class II-A1-2 Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-18 and evidencing a Regular Interest in REMIC II-C for purposes of the REMIC Provisions.

“Class II-A2 Certificate”: Any one of the Class II-A2 Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-19 and evidencing a Regular Interest in REMIC II-C for purposes of the REMIC Provisions.

“Class II-B1 Certificate”: Any one of the Class II-B1 Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-24 and evidencing a Regular Interest in REMIC II-C for purposes of the REMIC Provisions.

“Class II-B1 Percentage”: With respect to any Distribution Date, a fraction, expressed as a percentage, the numerator of which is the excess, if any, of the aggregate Certificate Principal Balance of the Class II-B1 Certificates immediately prior to such date over the aggregate amount, if any, payable to the Holders of the Class II-B1 Certificates on such date pursuant to Section 4.01(b)(i)(Z), and the denominator of which is the aggregate of the Scheduled Principal Balance of the Group II Subordinate Certificates immediately prior to such date.

“Class II-B2 Certificate”: Any one of the Class II-B2 Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-25 and evidencing a Regular Interest in REMIC II-C for purposes of the REMIC Provisions.

“Class II-B2 Percentage”: With respect to any Distribution Date, a fraction, expressed as a percentage, the numerator of which is the excess, if any, of the aggregate Certificate Principal Balance of the Class II-B2 Certificates immediately prior to such date over the aggregate amount, if any, payable to the Holders of the Class II-B2 Certificates on such date pursuant to Section 4.01(b)(i)(Z), and the denominator of which is the aggregate of the Scheduled Principal Balance of the Group II Subordinate Certificates immediately prior to such date.

“Class II-B3 Certificate”: Any one of the Class II-B3 Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-26 and evidencing a Regular Interest in REMIC II-C for purposes of the REMIC Provisions.

“Class II-B3 Percentage”: With respect to any Distribution Date, a fraction, expressed as a percentage, the numerator of which is the excess, if any, of the aggregate Certificate Principal Balance of the Class II-B3 Certificates immediately prior to such date over the aggregate amount, if any, payable to the Holders of the Class II-B3 Certificates on such date pursuant to Section 4.01(b)(i)(Z), and the denominator of which is the aggregate of the Scheduled Principal Balance of the Group II Subordinate Certificates immediately prior to such date.

“Class II-B4 Certificate”: Any one of the Class II-B4 Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-27 and evidencing a Regular Interest in REMIC II-C for purposes of the REMIC Provisions.

“Class II-B4 Percentage”: With respect to any Distribution Date, a fraction, expressed as a percentage, the numerator of which is the excess, if any, of the aggregate Certificate Principal Balance of the Class II-B4 Certificates immediately prior to such date over the aggregate amount, if any, payable to the Holders of the Class II-B4 Certificates on such date pursuant to Section 4.01(b)(i)(Z), and the denominator of which is the aggregate of the Scheduled Principal Balance of the Group II Subordinate Certificates immediately prior to such date.

“Class II-B5 Certificate”: Any one of the Class II-B5 Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-28 and evidencing a Regular Interest in REMIC II-C for purposes of the REMIC Provisions.

“Class II-B5 Percentage”: With respect to any Distribution Date, a fraction, expressed as a percentage, the numerator of which is the excess, if any, of the aggregate Certificate Principal Balance of the Class II-B5 Certificates immediately prior to such date over the aggregate amount, if any, payable to the Holders of the Class II-B5 Certificates on such date pursuant to Section 4.01(b)(i)(Z), and the denominator of which is the aggregate of the Scheduled Principal Balance of the Group II Subordinate Certificates immediately prior to such date.

“Class II-B6 Certificate”: Any one of the Class II-B6 Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-29 and evidencing a Regular Interest in REMIC II-C for purposes of the REMIC Provisions.

“Class II-B6 Percentage”: With respect to any Distribution Date, a fraction, expressed as a percentage, the numerator of which is the excess, if any, of the aggregate Certificate Principal Balance of the Class II-B6 Certificates immediately prior to such date over the aggregate amount, if any, payable to the Holders of the Class II-B6 Certificates on such date pursuant to Section 4.01(b)(i)(Z), and the denominator of which is the aggregate of the Scheduled Principal Balance of the Group II Subordinate Certificates immediately prior to such date.

“Class II-PO1 Certificate”: The Class II-PO1 Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-22 and evidencing a Regular Interest in REMIC II-C for purposes of the REMIC Provisions.

“Class II-PO2 Certificate”: The Class II-PO2 Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-23 and evidencing a Regular Interest in REMIC II-C for purposes of the REMIC Provisions.

“Class II-R Certificate”: Any one of the Class II-R Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-30 and evidencing ownership of the Class R-IIA Residual Interest, Class R-IIB Residual Interest and the Class R-IIC Residual Interest.

“Class II-XS1 Certificate”: The Class II-XS1 Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-20 and evidencing a Regular Interest in REMIC II-C for purposes of the REMIC Provisions.

“Class II-XS2 Certificate”: The Class II-XS2 Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-21 and evidencing a Regular Interest in REMIC II-C for purposes of the REMIC Provisions.

“Class A Certificates”: The Group I Class A Certificates and the Group II Class A Certificates.

“Class A Principal Adjustment Amount”: With respect to Collateral Pool I, as to any Distribution Date on which the Certificate Principal Balance of all of the Class A Certificates related to a Loan Group have been reduced to zero, any remaining Principal Prepayments, Liquidation Proceeds or other unscheduled payments of principal collected in respect of the related Mortgage Loans in such Loan Group (and, with respect to any Distribution Date on which the aggregate Certificate Principal Balance of the Group I Subordinate Certificates has been reduced to zero, any remaining scheduled payments of principal in respect of the Mortgage Loans in the related Loan Group). With respect to Collateral Pool II, as to any Distribution Date on which the Certificate Principal Balance of all of the Class A Certificates related to a Subgroup have been reduced to zero, any remaining Principal Prepayments, Liquidation Proceeds or other unscheduled payments of principal collected in respect of the related Mortgage Loan Components or the related Mortgage Loans in such Subgroup (and, with respect to any Distribution Date on which the aggregate Certificate Principal Balance of the Group II Subordinate Certificates has been reduced to zero, any remaining scheduled payments of principal in respect of the Mortgage Loan Components or Mortgage Loans in the related Subgroup).

“Class B Percentage”: Any one of the Class I-B1 Percentage, the Class I-B2 Percentage, the Class I-B3 Percentage, the Class I-B4 Percentage, the Class I-B5 Percentage, the Class I-B6 Percentage, the Class II-B1 Percentage, the Class II-B2 Percentage, the Class II-B3

Percentage, the Class II-B4 Percentage, the Class II-B5 Percentage and the Class II-B6 Percentage.

“Class PO Certificates”: The Class II-PO1 Certificates and the Class II-PO2 Certificates.

“Class PO Mortgage Loan”: Each Group II Mortgage Loan with an Expense Adjusted Mortgage Rate below 5.50% per annum.

“Class PO Percentage”: With respect to each Class PO Mortgage Loan, the quotient of (i) 5.50% per annum minus the related Expense Adjusted Mortgage Rate divided by (ii) 5.50% per annum. With respect to each other Mortgage Loan the Trust Fund, 0%.

“Class PO Principal Distribution Amount”: For any Distribution Date and any Class of Class PO Certificates, an amount equal to the lesser of (i) the Subgroup II-1-1 Available Distribution Amount (in the case of the Class II-PO1 Certificates) or the Group II-2 Available Distribution Amount (in the case of the Class II-PO2 Certificates), as applicable, remaining after distribution of the related Senior Interest Distribution Amounts and (ii) the aggregate of:

(a)	the sum of the following:

(i) the Class PO Percentage of the principal portion of each Monthly Payment due during the related Due Period in respect of each related Class PO Mortgage Loan whether or not received;

(ii) the Class PO Percentage of the principal portion of all Insurance Proceeds, Liquidation Proceeds (other than amounts described in clause (c) below) and Subsequent Recoveries received in respect of each related Class PO Mortgage Loan during the related Prepayment Period (other than any such related Class PO Mortgage Loan that was purchased, sold or replaced pursuant to or as contemplated by Section 2.03 or Section 9.01 during the related Prepayment Period), net of any portion thereof that represents a recovery of principal for which an advance was made by the related Servicer pursuant to Section 4.03 in respect of a preceding Distribution Date;

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

(iv)	[reserved]; and

(v) in connection with the substitution of one or more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Loans which were related Class PO Mortgage Loans pursuant to Section 2.03 during the related Prepayment Period, the excess, if any, of (A) the Class PO Percentage of the aggregate of the Stated Principal Balances (calculated as of the respective dates of substitution) of such Deleted Mortgage Loans, net of the aggregate of the Class PO Percentage of

the principal portions of the Monthly Payments due during the related Prepayment Period (to the extent received from the related Mortgagor or advanced by the related Servicer and distributed pursuant to Section 4.01 on the Distribution Date in the related Prepayment Period) in respect of each such Deleted Mortgage Loan that was replaced prior to the Distribution Date in the related Prepayment Period, over (B) the Class PO Percentage of the Stated Principal Balances (calculated as of the respective dates of substitution) of such Qualified Substitute Mortgage Loans;

(b) the Class PO Percentage of all Principal Prepayments received in respect of each related Class PO Mortgage Loan during the related Prepayment Period;

(c) with respect to each related Class PO Mortgage Loan which was the subject of a Final Recovery Determination in the related Prepayment Period, the Class PO Percentage of the Stated Principal Balance of such Mortgage Loan at the time of such Final Recovery Determination (net of the principal portion of any Realized Loss allocated to the related Class of Class PO Certificates) to the extent of the principal portion of all Liquidation Proceeds with respect to such related Class PO Mortgage Loan; and

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

“Class R-IA Residual Interest”: The uncertificated Residual Interest in REMIC I-A.

“Class R-IB Residual Interest”: The uncertificated Residual Interest in REMIC I-B.

“Class R-IIA Residual Interest”: The uncertificated Residual Interest in REMIC II-A.

“Class R-IIB Residual Interest”: The uncertificated Residual Interest in REMIC II-B.

“Class R-IIC Residual Interest”: The uncertificated Residual Interest in REMIC II-C.

“Class XS Certificates”: The Class II-XS1 Certificates and the Class II-XS2 Certificates.

“Closing Date”: May 31, 2005.

“Code”: The Internal Revenue Code of 1986, as amended.

“Collateral Pool”: Either Collateral Pool I or Collateral Pool II.

“Collateral Pool I”: The Mortgage Loans in Loan Group I-1, Loan Group I-2, Loan Group I-3, Loan Group I-4 and Loan Group I-5.

“Collateral Pool II”: The Mortgage Loans in Loan Group II-1 and Loan Group II-2.

“Collection Account”: The account or accounts created and maintained by the Master Servicer pursuant to Section 3.10(a), which shall be entitled, “CitiMortgage, Inc., as Master Servicer for U.S. Bank National Association, as Trustee, in trust for the registered holders of Citigroup Mortgage Loan Trust Inc., Mortgage Pass-Through Certificates, Series 2005-2.” The Collection Account must be an Eligible Account.

“Commission”: The Securities and Exchange Commission.

“Compensating Interest Payment”: With respect to each Collateral Pool and the Countrywide Mortgage Loans in such Collateral Pool, an amount equal to the lesser of one half of (a) one-twelfth of the product of (i) the weighted average servicing fee rate percentage for such Mortgage Loans as set forth in the applicable Initial Sub Servicing Agreement and (ii) the Stated Principal Balance of such Mortgage Loans and (b) the aggregate servicing fee actually received for the applicable month for such Mortgage Loans pursuant to the applicable Initial Sub Servicing Agreement. With respect to each Collateral Pool and the GMAC Mortgage Loans in such Collateral Pool, an amount equal to the lesser of (a) one-twelfth of the product of (i) the weighted average servicing fee rate percentage for such Mortgage Loans as set forth in the applicable Initial Sub Servicing Agreement and (ii) the Stated Principal Balance of such Mortgage Loans and (b) the aggregate servicing fee actually received for the applicable month for such Mortgage Loans pursuant to the applicable Initial Sub Servicing Agreement. With respect to each Collateral Pool and the Wells Mortgage Loans in such Collateral Pool, an amount which, when added to all amounts allocable to interest received in connection with such prepayment, equals one month’s interest on the amount of principal so prepaid at the related mortgage rate net of the related servicing fee rate (each as set forth in the applicable Initial Sub Servicing Agreement). With respect to each Collateral Pool and the CitiMortgage Mortgage Loans in such Collateral Pool and any prepayment in full or in part, an amount which, when added to all amounts allocable to interest received in connection with such prepayment, equals one month’s interest on the amount of principal so prepaid at the related mortgage rate net of the related servicing fee rate (each as set forth in the applicable Initial Sub Servicing Agreement), but not in excess of the aggregate servicing fee actually received for the applicable month for such mortgage loans pursuant to the applicable Initial Sub Servicing Agreement.

“Corporate Trust Office”: The principal corporate trust office of the Trustee, the Paying Agent, the Certificate Registrar or the Authenticating Agent, as the case may be, at which at any particular time its corporate trust business in connection with this Agreement shall be administered, which office at the date of the execution of this instrument is located at (i) with respect to the Trustee, U.S. Bank National Association, One Federal Street, 3 ^rd Floor, Boston, Massachusetts 02110, Attention: Corporate Trust Services, or at such other address as the Trustee may designate from time to time by notice to the Certificateholders, the Depositor, the Master Servicer, the Paying Agent, the Certificate Registrar, the Authenticating Agent and the

Trust Administrator and (ii) with respect to the Paying Agent, the Certificate Registrar and the Authenticating Agent, Citibank, N.A., as Paying Agent, as Certificate Registrar or as Authenticating Agent, as the case may be, 388 Greenwich Street, 14 ^th Floor, New York, New York 10013, or at such other address as the Paying Agent, the Certificate Registrar and the Authenticating Agent may designate from time to time by notice to the Certificateholders, the Depositor, the Master Servicer, the Trust Administrator and the Trustee.

“Countrywide”: Countrywide Home Loans, Inc. or its successor in interest.

“Countrywide Mortgage Loans”: The Mortgage Loans originated by Countrywide.

“Cross-Collateralization Date”: With respect to Collateral Pool I, any Distribution Date on which there are one or more Undercollateralized Loan Groups and one or more Overcollateralized Loan Groups relating to such Collateral Pool.

“Custodian”: A document custodian appointed by the Trustee to perform (or in the case of the initial Custodian otherwise engaged to perform) custodial duties with respect to the Mortgage Files. The initial Custodian is Citibank West, FSB. A Custodian may be the Trustee, any Affiliate of the Trustee or an independent entity.

“Custodial Agreement”: An agreement pursuant to which a Custodian performs custodial duties with respect to the Mortgage Files. With respect to the initial Custodian, the applicable agreement pursuant to which the Initial Custodian performs its custodial duties with respect to the Mortgage Files.

“Cut-off Date”: With respect to each Original Mortgage Loan, May 1, 2005. With respect to all Qualified Substitute Mortgage Loans, their respective dates of substitution. References herein to the “Cut-off Date,” when used with respect to more than one Mortgage Loan, shall be to the respective Cut-off Dates for such Mortgage Loans.

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

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

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

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

“Depositor”: Citigroup Mortgage Loan Trust Inc., a Delaware corporation, or its successor in interest.

“Depository”: The Depository Trust Company, or any successor Depository hereafter named. The nominee of the initial Depository, for purposes of registering those Certificates that are to be Book-Entry Certificates, is CEDE & Co. The Depository shall at all times be a “clearing corporation” as defined in Section 8-102(3) of the Uniform Commercial Code of the State of New York and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, as amended.

“Depository Institution”: Any depository institution or trust company, including the Trustee and the Trust Administrator, that (a) is incorporated under the laws of the United States of America or any State thereof, (b) is subject to supervision and examination by federal or state banking authorities and (c) has, or is a subsidiary of a holding company that has, an outstanding unsecured commercial paper or other short-term unsecured debt obligations that are rated in the highest rating category by at least two of the Rating Agencies (or a comparable rating if S&P, Fitch and Moody’s are not the Rating Agencies).

“Depository Participant”: A broker, dealer, bank or other financial institution or other Person for whom from time to time a Depository effects book-entry transfers and pledges of securities deposited with the Depository.

“Determination Date”: With respect to each Distribution Date, the 18th day of the calendar month in which such Distribution Date occurs or, if such 18th day is not a Business Day, the Business Day immediately following such 18 ^th day; provided, however, that with respect to each Distribution Date and any Mortgage Loans subject to an Initial Sub-Servicing Agreement, the Determination Date shall be the date, relating to such Distribution Date, after which any Monthly Payments received are not reported by the related Sub-Servicer as having been received for inclusion in the amounts remitted by such Sub-Servicer on the related remittance date under the applicable Sub-Servicing Agreement in respect of Monthly Payments on the related Mortgage Loans.

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

“Disqualified Organization”: Any of the following: (i) the United States, any State or political subdivision thereof, any possession of the United States, or any agency or instrumentality of any of the foregoing (other than an instrumentality which is a corporation if all of its activities are subject to tax and, except for Freddie Mac, a majority of its board of directors is not selected by such governmental unit), (ii) any foreign government, any international organization, or any agency or instrumentality of any of the foregoing, (iii) any organization (other than certain farmers’ cooperatives described in Section 521 of the Code) which is exempt from the tax imposed by Chapter 1 of the Code (including the tax imposed by Section 511 of the

Code on unrelated business taxable income), (iv) rural electric and telephone cooperatives described in Section 1381(a)(2)(C) of the Code, (v) an “electing large partnership” within the meaning of Section 775 of the Code and (vi) any other Person so designated by the Trustee based upon an Opinion of Counsel that the holding of an Ownership Interest in a Residual Certificate by such Person may cause any REMIC or any Person having an Ownership Interest in any Class of Certificates (other than such Person) to incur a liability for any federal tax imposed under the Code that would not otherwise be imposed but for the Transfer of an Ownership Interest in a Residual Certificate to such Person. The terms “United States,” “State” and “international organization” shall have the meanings set forth in Section 7701 of the Code or successor provisions.

“Distribution Account”: The trust account or accounts created and maintained by the Paying Agent pursuant to Section 3.10(b) which shall be entitled “Citibank, N.A., as Paying Agent, in trust for the registered holders of Citigroup Mortgage Loan Trust Inc., Mortgage Pass- Through Certificates, Series 2005-2.” 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 June 2005.

“Diverted Interest Amount”: With respect to Collateral Pool I or Collateral Pool II and any Distribution Date, one month’s interest accrued during the related Interest Accrual Period on the related Overcollateralized Amount at the Pass-Through Rate for the Class A Certificates related to the applicable Undercollateralized Loan Group or Undercollateralized Loan Groups and any other unpaid interest shortfalls on the Class A Certificates related to the applicable Undercollateralized Loan Group or Undercollateralized Loan Groups, to the extent available (with overcollateralization calculated, for purposes of this definition, as of the prior Distribution Date after taking into account all distributions and Realized Loss allocations that occurred on such prior Distribution Date). On any Distribution Date, any Diverted Interest Amount will be diverted to the Available Distribution Amounts of any Undercollateralized Loan Groups on a pro rata basis based on their respective Undercollateralized Amounts. On any Distribution Date, any Diverted Interest Amount will be diverted from the Available Distribution Amounts of any Overcollateralized Loan Groups on a pro rata basis based on their respective Overcollateralized Amounts.

“DOL”: The United States Department of Labor or any successor in interest.

“DOL Regulations”: The regulations promulgated by the DOL at 29 C.F.R.ss.2510.3-101.

“Due Date”: With respect to each Distribution Date, the first day of the calendar month in which such Distribution Date occurs, which is the day of the month on which the Monthly Payment is due on a Mortgage Loan, exclusive of any days of grace.

“Due Period”: With respect to any Distribution Date, the period commencing on the second day of the calendar month preceding the calendar month in which such Distribution Date occurs and ending on the related Due Date.

“Eligible Account”: Any of (i) an account or accounts maintained with a Depository Institution, (ii) an account or accounts the deposits in which are fully insured by the FDIC or (iii) a trust account or accounts maintained with the corporate trust department of a federal or state chartered depository institution or trust company acting in its fiduciary capacity. Eligible Accounts may bear interest.

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

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

“Excess Bankruptcy Loss”: Any Bankruptcy Loss, or portion thereof, which exceeds the then applicable Bankruptcy Amount.

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

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

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

“Expense Adjusted Mortgage Rate”: With respect to any Mortgage Loan (or the related REO Property) as of any date of determination, a per annum rate of interest equal to the then applicable Mortgage Rate for such Mortgage Loan minus the sum of the (i) the applicable Servicing Fee Rate and (ii) the Administration Fee Rate.

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

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

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

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

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

“Extraordinary Trust Fund Expenses”: Any amounts reimbursable to the Master Servicer or the Depositor pursuant to Section 6.03, any amounts payable from the Distribution Account in respect of taxes pursuant to Section 10.01(g)(iii), any amounts reimbursable to the Trustee, the Trust Administrator, Citibank or a Custodian from the Trust Fund pursuant to Section 2.01 or Section 8.05 and any other costs, expenses, liabilities and losses borne by the Trust Fund (exclusive of any cost, expense, liability or loss that is specific to a particular Mortgage Loan or REO Property and is taken into account in calculating a Realized Loss in respect thereof) for which the Trust Fund has not and, in the reasonable good faith judgment of the Trust Administrator, shall not, obtain reimbursement or indemnification from any other Person.

“Fannie Mae”: Fannie Mae, formerly known as the Federal National Mortgage Association, or any successor thereto.

“FDIC”: Federal Deposit Insurance Corporation or any successor thereto.

“Final Recovery Determination”: With respect to any defaulted Mortgage Loan or any REO Property (other than a Mortgage Loan or REO Property purchased by the Seller, the Depositor or the Master Servicer pursuant to or as contemplated by Section 2.03 or Section 9.01), a determination made by the Master Servicer that all Liquidation Proceeds have been recovered. The Master Servicer shall maintain records of each Final Recovery Determination made thereby.

“Fitch”: Fitch Ratings, or its successor in interest.

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

“Fraud Loss Amount”: With respect to Collateral Pool I, as of any date of determination after the Cut-off Date, an amount equal to: (X) prior to the second anniversary of the Cut-off Date, 2.00% of the aggregate outstanding principal balance of the Group I Mortgage Loans as of the Cut-off Date minus the aggregate amount of Fraud Losses on the Group I Mortgage Loans allocated solely to the related Subordinate Certificates in accordance with Section 4.04 since the Cut-off Date up to such date of determination and (Y) from the second anniversary of the Cut-off Date and prior to the fifth anniversary of the Cut-off Date, (1) the lesser of (a) the related Fraud Loss Amount as of the most recent anniversary of the Cut-off Date and (b) 1.00% of the aggregate outstanding principal balance of the Group I Mortgage Loans as of the most recent anniversary of the Cut-off Date minus (2) the Fraud Losses on the Group I Mortgage Loans allocated solely to the related Subordinate Certificates in accordance with Section 4.04 since the most recent anniversary of the Cut-off Date up to such date of determination. On and after the fifth anniversary of the Cut-off Date, the Fraud Loss Amount with respect to Collateral Pool I shall be zero. In addition, after the Certificate Principal Balances of the related Subordinate Certificates are reduced to zero, the Fraud Loss Amount with respect to Collateral Pool I shall be zero.

With respect to Collateral Pool II, as of any date of determination after the Cut-off Date, an amount equal to: (X) prior to the second anniversary of the Cut-off Date, 2.00% of the aggregate outstanding principal balance of the Group II Mortgage Loans as of the Cut-off Date minus the aggregate amount of Fraud Losses on the Group II Mortgage Loans allocated solely to the related Subordinate Certificates in accordance with Section 4.04 since the Cut-off Date up to such date of determination and (Y) from the second anniversary of the Cut-off Date and prior to the fifth anniversary of the Cut-off Date, (1) the lesser of (a) the related Fraud Loss Amount as of the most recent anniversary of the Cut-off Date and (b) 1.00% of the aggregate outstanding principal balance of the Group II Mortgage Loans as of the most recent anniversary of the Cut-off Date minus (2) the Fraud Losses on the Group II Mortgage Loans allocated solely to the related Subordinate Certificates in accordance with Section 4.04 since the most recent anniversary of the Cut-off Date up to such date of determination. On and after the fifth anniversary of the Cut-off Date, the Fraud Loss Amount with respect to Collateral Pool II shall be zero. In addition, after the Certificate Principal Balances of the related Subordinate Certificates are reduced to zero, the Fraud Loss Amount with respect to Collateral Pool II shall be zero.

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

“GMAC”: GMAC Mortgage Corporation or its successor in interest.

“GMAC Mortgage Loans”: The Mortgage Loans sub-serviced by GMAC.

“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 Mortgage Loan.

“Group I Certificates”: The Group I Senior Certificates and the Group I Subordinate Certificates.

“Group I Class A Certificates”: The Class I-A1 Certificates, the Class I-A2A Certificates, the Class I-A2B Certificates, the Class I-A3 Certificates, the Class I-A3A Certificates, the Class I-A3B Certificates, the Class I-A4 Certificates, the Class I-A5A Certificates and the Class I-A5B Certificates.

“Group I Mortgage Loans”: Each mortgage loan identified as such on the attached Mortgage Loan Schedule.

“Group I Senior Certificates”: The Class I-A1 Certificates, the Class I-A2A Certificates, the Class I-A2B Certificates, the Class I-A3 Certificates, the Class I-A3A Certificates, the Class I-A3B Certificates, the Class I-A4 Certificates, the Class I-A5A Certificates, the Class I-A5B Certificates and the Class I-R Certificates.

“Group I Subordinate Certificates”: The Class I-B1 Certificates, the Class I-B2 Certificates, the Class I-B3 Certificates, the Class I-B4 Certificates, the Class I-B5 Certificates and the Class I-B6 Certificates.

“Group I Subordinate Percentage”: With respect to any Distribution Date, the percentage equal to the aggregate Certificate Principal Balance of the Subordinate Certificates related to Collateral Pool I immediately prior to such Distribution Date divided by the aggregate Scheduled Principal Balance of all of the Mortgage Loans related to such Collateral Pool as of the close of business on the first day of the calendar month immediately preceding such Distribution Date.

“Group I-1 Allocation Percentage”: With respect to any Distribution Date, the percentage equivalent of a fraction, the numerator of which is (x) the Group I-1 Overcollateralized Amount and the denominator of which is (y) the sum of the Group I-1 Overcollateralized Amount, the Group I-2 Overcollateralized Amount, the Group I-3 Overcollateralized Amount, the Group I-4 Overcollateralized Amount and the Group I-5 Overcollateralized Amount.

“Group I-1 Available Distribution Amount”: With respect to any Distribution Date and the Group I-1 Mortgage Loans, an amount equal to the excess of (i) the sum attributable to such Mortgage Loans of (a) the aggregate of the Monthly Payments due on or before the Due Date relating to such Distribution Date and received by the Master Servicer (or a Sub-Servicer on its behalf) on or prior to the related Determination Date, after deduction of the applicable Servicing Fee and the Administration Fee (b) Liquidation Proceeds, Insurance Proceeds, Principal Prepayments, proceeds from repurchases of and substitutions for Mortgage Loans, Subsequent Recoveries and other unscheduled collections of principal and interest in respect of the Mortgage Loans or REO Properties received by the Servicer during the related Prepayment Period (exclusive of any prepayment charges, penalties or premiums), (c) the aggregate of any amounts on deposit in the Distribution Account representing Compensating Interest Payment paid by the Master Servicer in respect of related Prepayment Interest Shortfalls relating to Principal Prepayments that occurred during the related Prepayment Period and (d) the aggregate of any P&I Advances made by the Master Servicer for such Distribution Date over (ii) the sum attributable to or allocable to such Mortgage Loans of (a) amounts reimbursable to the Depositor, the Master Servicer, the Trustee, the Trust Administrator, Citibank or a Custodian pursuant to Section 6.03 or Section 8.05 or otherwise payable in respect of Extraordinary Trust Fund Expenses, (b) amounts in respect of the items set forth in clauses (i)(a) through (i)(d) above deposited in the Collection Account or the Distribution Account in respect of the items set forth in clauses (i)(a) through (i)(d) above in error, (c) without duplication, any amounts in respect of the items set forth in clauses (i)(a) and (i)(b) permitted hereunder to be retained by the Master Servicer or to be withdrawn by the Master Servicer from the Collection Account pursuant to Section 3.18.

Notwithstanding the foregoing, the Group I-1 Available Distribution Amount for any Distribution Date shall be increased (in the case of an Undercollateralized Loan Group with respect to Loan Group I-1) or decreased (in the case of an Overcollateralized Loan Group with respect to Loan Group I-1) by any applicable Diverted Interest Amount or Class A Principal Adjustment Amount, in each case for such Distribution Date.

“Group I-1 Mortgage Loan”: Each Loan identified as such on the Mortgage Loan Schedule.

“Group I-1 Overcollateralized Amount”: With respect to any Distribution Date on which an Overcollateralized Amount with respect to Collateral Pool I exists, the excess, if any, of (i) the sum of (a) the aggregate of the Scheduled Principal Balances of the Group I-1 Mortgage Loans plus (b) the aggregate of the Scheduled Principal Balances of the REO Properties in Loan Group I-1, in each case, after scheduled and unscheduled payments in respect of principal were received or advanced, over (ii) the aggregate Certificate Principal Balance of the Class I-A1 Certificates immediately after payment of the related Senior Principal Distribution Amount.

“Group I-1 Senior Percentage”: With respect to any Distribution Date and the Class I-A1 Certificates, the lesser of (a) 100% and (b) a fraction, expressed as a percentage, the numerator of which is the excess, if any, of the aggregate Certificate Principal Balance of the Class I-A1 Certificates for such Distribution Date over the aggregate amount, if any, payable to the Holders of the Class I-A1 Certificates on such date pursuant to clause (d) of the definition of “Senior Principal Distribution Amount,” and the denominator of which is the sum of (i) the aggregate Scheduled Principal Balance of the Group I-1 Mortgage Loans, plus (ii) the aggregate Scheduled Principal Balance of the REO Properties in Loan Group I-1, in each case before reduction for any Realized Losses on such Distribution Date.

Notwithstanding the foregoing, on any Cross-Collateralization Date on which (x) the sum of (i) the aggregate Scheduled Principal Balance of the Group I-1 Mortgage Loans, plus (ii) the aggregate Scheduled Principal Balance of the REO Properties in Loan Group I-1, in each case before reduction for any Realized Losses on such Distribution Date exceeds (y) the excess, if any, of the Certificate Principal Balance of the Class I-A1 Certificates for such Distribution Date over the aggregate amount, if any, payable to the Holders of the Class I-A1 Certificates on such date pursuant to clause (d) of the definition of “Senior Principal Distribution Amount,” the Group I-1 Senior Percentage will equal the lesser of (a) 100% and (b) fraction, expressed as a percentage, the numerator of which is the sum of (i) the excess, if any, of the Certificate Principal Balance of the Class I-A1 Certificates for such Distribution Date over the aggregate amount, if any, payable to the Holders of the Class I-A1 Certificates on such date pursuant to clause (d) of the definition of “Senior Principal Distribution Amount,” plus (ii) the Group I-1 Allocation Percentage of the Overcollateralized Amount with respect to Collateral Pool I, and the denominator of which is the sum of (i) the aggregate Scheduled Principal Balance of the Group I-1 Mortgage Loans, plus (ii) the aggregate Scheduled Principal Balance of the REO Properties in Loan Group I-1, in each case before reduction for any Realized Losses on such Distribution Date. On any Distribution Date after the reduction of the Certificate Principal Balances of all of the Group I Class A Certificates (other than the Class I-A1 Certificates) to zero, the Group I-1 Senior Percentage for the Class I-A1 Certificates will be the lesser of (a) 100% and (b) a fraction, expressed as a percentage, the numerator of which is the excess, if any, of the Certificate Principal Balance of the Class I-A1 Certificates for such Distribution Date over the aggregate amount, if any, payable to the Holders of the Class I-A1 Certificates on such date pursuant to clause (d) of the definition of “Senior Principal Distribution Amount,” and the denominator of which is the sum of (i) the aggregate Scheduled Principal Balance of the Group I Mortgage Loans, plus (ii) the aggregate Scheduled Principal Balance of the REO Properties in Collateral Pool I, in each case before reduction for any Realized Losses on such Distribution Date.

“Group I-1 Senior Prepayment Percentage”: With respect to any Distribution Date and the Class I-A1 Certificates within the range indicated below, the percentage as indicated below:

Distribution Date	Group I-1 Senior Prepayment Percentage
June 2005 through May 2010	100%
June 2010 through May 2011	Group I-1 Senior Percentage, plus 70% of the Group I-1 Subordinate Percentage
June 2011 through May 2012	Group I-1 Senior Percentage, plus 60% of the Group I-1 Subordinate Percentage
June 2012 through May 2013	Group I-1 Senior Percentage, plus 40% of the Group I-1 Subordinate Percentage
June 2013 through May 2014	Group I-1 Senior Percentage, plus 20% of the Group I-1 Subordinate Percentage
June 2014 and thereafter	Group I-1 Senior Percentage;

provided , however , no reduction to the Group I-1 Senior Prepayment Percentage described above shall be made as of any Distribution Date unless (i) the outstanding principal balance of the Group I Mortgage Loans delinquent 60 days or more (including REO Properties and Mortgage Loans in foreclosure) averaged over the last six months does not exceed 50% of the sum of the then current Certificate Principal Balances of the Group I Subordinate Certificates and (ii) Realized Losses on the Group I Mortgage Loans to date are less than the then applicable Trigger Amount.

On any Distribution Date on which Realized Losses on the Group I Mortgage Loans to date are greater than the then applicable Trigger Amount, the Group I-1 Senior Prepayment Percentage will be the greater of (x) the Group I-1 Senior Prepayment Percentage for such Distribution Date or (y) the Group I-1 Senior Prepayment Percentage for the immediately preceding Distribution Date.

Notwithstanding the above, if on any Distribution Date (a) the Group I Subordinate Percentage, prior to giving effect to any distributions on such Distribution Date, equals or exceeds two times the initial Group I Subordinate Percentage, (b) the provisions of clause (i) of the immediately preceding paragraph are met and (c) (i) on or prior to the Distribution Date occurring in May 2008, cumulative Realized Losses on the Group I Mortgage Loans as of the end of the related Prepayment Period do not exceed 20% of the initial aggregate Certificate Principal Balance of the Group I Subordinate Certificates and (ii) after the Distribution Date occurring in May 2008, cumulative Realized Losses on the Group I Mortgage Loans as of the end of the Prepayment Period do not exceed 30% of the initial aggregate Certificate Principal Balance of the Group I Subordinate Certificates, then the Group I-1 Senior Prepayment Percentage for such Distribution Date will equal the Group I-1 Senior Percentage plus 50% of the Group I-1 Subordinate Percentage for such Distribution Date, if such Distribution Date is prior to June 2008, and will equal the Group I-1 Senior Percentage for such Distribution Date, if such Distribution Date occurs on or after June 2008.

On any Distribution Date on which the Aggregate Senior Percentage for Collateral Pool I exceeds the initial Aggregate Senior Percentage for Collateral Pool I, the Group I-1 Senior Prepayment Percentage shall be 100%.

Upon reduction of the Certificate Principal Balances of the Class I-A1 Certificates to zero, the Group I-1 Senior Prepayment Percentage shall be 0%.

“Group I-1 Subordinate Percentage”: 100% minus the Group I-1 Senior Percentage.

“Group I-1 Subordinate Prepayment Percentage”: 100% minus the Group I-1 Senior Prepayment Percentage.

“Group I-2 Allocation Percentage”: With respect to any Distribution Date, the percentage equivalent of a fraction, the numerator of which is (x) the Group I-2 Overcollateralized Amount and the denominator of which is (y) the sum of the Group I-1 Overcollateralized Amount, the Group I-2 Overcollateralized Amount, the Group I-3 Overcollateralized Amount, the Group I-4 Overcollateralized Amount and the Group I-5 Overcollateralized Amount.

“Group I-2 Available Distribution Amount”: With respect to any Distribution Date and the Group I-2 Mortgage Loans, an amount equal to the excess of (i) the sum attributable to such Mortgage Loans of (a) the aggregate of the Monthly Payments due on or before the Due Date relating to such Distribution Date and received by the Master Servicer (or a Sub-Servicer on its behalf) on or prior to the related Determination Date, after deduction of the applicable Servicing Fee and the Administration Fee (b) Liquidation Proceeds, Insurance Proceeds, Principal Prepayments, proceeds from repurchases of and substitutions for Mortgage Loans, Subsequent Recoveries and other unscheduled collections of principal and interest in respect of the Mortgage Loans or REO Properties received by the Servicer during the related Prepayment Period (exclusive of any prepayment charges, penalties or premiums), (c) the aggregate of any amounts on deposit in the Distribution Account representing Compensating Interest Payment paid by the Master Servicer in respect of related Prepayment Interest Shortfalls relating to Principal Prepayments that occurred during the related Prepayment Period and (d) the aggregate of any P&I Advances made by the Master Servicer for such Distribution Date over (ii) the sum attributable to or allocable to such Mortgage Loans of (a) amounts reimbursable to the Depositor, the Master Servicer, the Trustee, the Trust Administrator, Citibank or a Custodian pursuant to Section 6.03 or Section 8.05 or otherwise payable in respect of Extraordinary Trust Fund Expenses, (b) amounts in respect of the items set forth in clauses (i)(a) through (i)(d) above deposited in the Collection Account or the Distribution Account in respect of the items set forth in clauses (i)(a) through (i)(d) above in error, (c) without duplication, any amounts in respect of the items set forth in clauses (i)(a) and (i)(b) permitted hereunder to be retained by the Master Servicer or to be withdrawn by the Master Servicer from the Collection Account pursuant to Section 3.18.

Notwithstanding the foregoing, the Group I-2 Available Distribution Amount for any Distribution Date shall be increased (in the case of an Undercollateralized Loan Group with respect to Loan Group I-2) or decreased (in the case of an Overcollateralized Loan Group with respect to Loan Group I-2) by any applicable Diverted Interest Amount or Class A Principal Adjustment Amount, in each case for such Distribution Date.

“Group I-2 Mortgage Loan”: Each Loan identified as such on the Mortgage Loan Schedule.

“Group I-2 Overcollateralized Amount”: With respect to any Distribution Date on which an Overcollateralized Amount with respect to Collateral Pool I exists, the excess, if any, of (i) the sum of (a) the aggregate of the Scheduled Principal Balances of the Group I-2 Mortgage Loans plus (b) the aggregate of the Scheduled Principal Balances of the REO Properties in Loan Group I-2, in each case, after scheduled and unscheduled payments in respect of principal were received or advanced, over (ii) the aggregate Certificate Principal Balance of the Class I-A2A Certificates and the Class I-A2B Certificates immediately after payment of the related Senior Principal Distribution Amount.

“Group I-2 Senior Percentage”: With respect to any Distribution Date and the Class I-A2A Certificates and Class I-A2B Certificates, the lesser of (a) 100% and (b) a fraction, expressed as a percentage, the numerator of which is the excess, if any, of the aggregate Certificate Principal Balance of the Class I-A2A Certificates and Class I-A2B Certificates for such Distribution Date over the aggregate amount, if any, payable to the Holders of the Class I-A2A Certificates and Class I-A2B Certificates on such date pursuant to clause (d) of the definition of “Senior Principal Distribution Amount,” and the denominator of which is the sum of (i) the aggregate Scheduled Principal Balance of the Group I-2 Mortgage Loans, plus (ii) the aggregate Scheduled Principal Balance of the REO Properties in Loan Group I-2, in each case before reduction for any Realized Losses on such Distribution Date.

Notwithstanding the foregoing, on any Cross-Collateralization Date on which (x) the sum of (i) the aggregate Scheduled Principal Balance of the Group I-2 Mortgage Loans, plus (ii) the aggregate Scheduled Principal Balance of the REO Properties in Loan Group I-2, in each case before reduction for any Realized Losses on such Distribution Date exceeds (y) the excess, if any, of the Certificate Principal Balance of the Class I-A2A Certificates and Class I-A2B Certificates for such Distribution Date over the aggregate amount, if any, payable to the Holders of the Class I-A2A Certificates and Class I-A2B Certificates on such date pursuant to clause (d) of the definition of “Senior Principal Distribution Amount,” the Group I-2 Senior Percentage will equal the lesser of (a) 100% and (b) fraction, expressed as a percentage, the numerator of which is the sum of (i) the excess, if any, of the Certificate Principal Balance of the Class I-A2A Certificates and Class I-A2B Certificates for such Distribution Date over the aggregate amount, if any, payable to the Holders of the Class I-A2A Certificates and Class I-A2B Certificates on such date pursuant to clause (d) of the definition of “Senior Principal Distribution Amount,” plus (ii) the Group I-2 Allocation Percentage of the Overcollateralized Amount with respect to Collateral Pool I, and the denominator of which is the sum of (i) the aggregate Scheduled Principal Balance of the Group I-2 Mortgage Loans, plus (ii) the aggregate Scheduled Principal Balance of the REO Properties in Loan Group I-2, in each case before reduction for any Realized Losses on such Distribution Date. On any Distribution Date after the reduction of the Certificate Principal Balances of all of the Group I Class A Certificates (other than the Class I-A2A Certificates and Class I-A2B Certificates) to zero, the Group I-1 Senior Percentage for the Class I-A2A Certificates and Class I-A2B Certificates will be the lesser of (a) 100% and (b) a fraction, expressed as a percentage, the numerator of which is the excess, if any, of the Certificate Principal Balance of the Class I-A2A Certificates and Class I-A2B Certificates for such Distribution Date over the aggregate amount, if any, payable to the Holders of the Class I-A2A Certificates and Class I-A2B Certificates on such date pursuant to clause (d) of the definition of “Senior Principal Distribution Amount,” and the denominator of which is the sum of (i) the aggregate Scheduled Principal Balance of the Group I Mortgage Loans, plus (ii) the aggregate

Scheduled Principal Balance of the REO Properties in Collateral Pool I, in each case before reduction for any Realized Losses on such Distribution Date.

“Group I-2 Senior Prepayment Percentage”: With respect to any Distribution Date and the Class I-A2A Certificates and the Class I-A2B Certificates within the range indicated below, the percentage as indicated below:

Distribution Date		Group I-2 Senior Prepayment Percentage
June 2005 through May 2010		100%
June 2010 through May 2011		Group I-2 Senior Percentage, plus 70% of the Group I-2 Subordinate Percentage
June 2011 through May 2012		Group I-2 Senior Percentage, plus 60% of the Group I-2 Subordinate Percentage
June 2012 through May 2013		Group I-2 Senior Percentage, plus 40% of the Group I-2 Subordinate Percentage
June 2013 through May 2014		Group I-2 Senior Percentage, plus 20% of the Group I-2 Subordinate Percentage
June 2014 and thereafter		Group I-2 Senior Percentage;

provided , however , no reduction to the Group I-2 Senior Prepayment Percentage described above shall be made as of any Distribution Date unless (i) the outstanding principal balance of the Group I Mortgage Loans delinquent 60 days or more (including REO Properties and Mortgage Loans in foreclosure) averaged over the last six months does not exceed 50% of the sum of the then current Certificate Principal Balances of the Group I Subordinate Certificates and (ii) Realized Losses on the Group I Mortgage Loans to date are less than the then applicable Trigger Amount.

On any Distribution Date on which Realized Losses on the Group I Mortgage Loans to date are greater than the then applicable Trigger Amount, the Group I-2 Senior Prepayment Percentage will be the greater of (x) the Group I-2 Senior Prepayment Percentage for such Distribution Date or (y) the Group I-2 Senior Prepayment Percentage for the immediately preceding Distribution Date.

Notwithstanding the above, if on any Distribution Date (a) the Group I Subordinate Percentage, prior to giving effect to any distributions on such Distribution Date, equals or exceeds two times the initial Group I Subordinate Percentage, (b) the provisions of clause (i) of the immediately preceding paragraph are met and (c) (i) on or prior to the Distribution Date occurring in May 2008, cumulative Realized Losses on the Group I Mortgage Loans as of the end of the related Prepayment Period do not exceed 20% of the initial aggregate Certificate Principal Balance of the Group I Subordinate Certificates and (ii) after the Distribution Date occurring in May 2008, cumulative Realized Losses on the Group I Mortgage Loans as of the end of the Prepayment Period do not exceed 30% of the initial aggregate Certificate Principal Balance of the Group I Subordinate Certificates, then the Group I-2 Senior Prepayment Percentage for such Distribution Date will equal the Group I-2 Senior Percentage plus 50% of the Group I-2 Subordinate Percentage for such Distribution Date, if such Distribution Date is prior to June 2008, and will equal the Group I-2 Senior Percentage for such Distribution Date, if such Distribution Date occurs on or after June 2008.

On any Distribution Date on which the Aggregate Senior Percentage for Collateral Pool I exceeds the initial Aggregate Senior Percentage for Collateral Pool I, the Group I-2 Senior Prepayment Percentage shall be 100%.

Upon reduction of the Certificate Principal Balances of the Class I-A2A Certificates and the Class I-A2B Certificates to zero, the Group I-2 Senior Prepayment Percentage shall be 0%.

“Group I-2 Subordinate Percentage”: 100% minus the Group I-2 Senior Percentage.

“Group I-2 Subordinate Prepayment Percentage”: 100% minus the Group I-2 Senior Prepayment Percentage.

“Group I-3 Allocation Percentage”: With respect to any Distribution Date, the percentage equivalent of a fraction, the numerator of which is (x) the Group I-3 Overcollateralized Amount and the denominator of which is (y) the sum of the Group I-1 Overcollateralized Amount, the Group I-2 Overcollateralized Amount, the Group I-3 Overcollateralized Amount, the Group I-4 Overcollateralized Amount and the Group I-5 Overcollateralized Amount.

“Group I-3 Available Distribution Amount”: With respect to any Distribution Date and the Group I-3 Mortgage Loans, an amount equal to the excess of (i) the sum attributable to such Mortgage Loans of (a) the aggregate of the Monthly Payments due on or before the Due Date relating to such Distribution Date and received by the Master Servicer (or a Sub-Servicer on its behalf) on or prior to the related Determination Date, after deduction of the applicable Servicing Fee and the Administration Fee (b) Liquidation Proceeds, Insurance Proceeds, Principal Prepayments, proceeds from repurchases of and substitutions for Mortgage Loans, Subsequent Recoveries and other unscheduled collections of principal and interest in respect of the Mortgage Loans or REO Properties received by the Servicer during the related Prepayment Period (exclusive of any prepayment charges, penalties or premiums), (c) the aggregate of any amounts on deposit in the Distribution Account representing Compensating Interest Payment paid by the Master Servicer in respect of related Prepayment Interest Shortfalls relating to Principal Prepayments that occurred during the related Prepayment Period and (d) the aggregate of any P&I Advances made by the Master Servicer for such Distribution Date over (ii) the sum attributable to or allocable to such Mortgage Loans of (a) amounts reimbursable to the Depositor, the Master Servicer, the Trustee, the Trust Administrator, Citibank or a Custodian pursuant to Section 6.03 or Section 8.05 or otherwise payable in respect of Extraordinary Trust Fund Expenses, (b) amounts in respect of the items set forth in clauses (i)(a) through (i)(d) above deposited in the Collection Account or the Distribution Account in respect of the items set forth in clauses (i)(a) through (i)(d) above in error, (c) without duplication, any amounts in respect of the items set forth in clauses (i)(a) and (i)(b) permitted hereunder to be retained by the Master Servicer or to be withdrawn by the Master Servicer from the Collection Account pursuant to Section 3.18.

Notwithstanding the foregoing, the Group I-3 Available Distribution Amount for any Distribution Date shall be increased (in the case of an Undercollateralized Loan Group with respect to Loan Group I-3) or decreased (in the case of an Overcollateralized Loan Group with respect to Loan Group I-3) by any applicable Diverted Interest Amount or Class A Principal Adjustment Amount, in each case for such Distribution Date.

“Group I-3 Mortgage Loan”: Each Loan identified as such on the Mortgage Loan Schedule.

“Group I-3 Overcollateralized Amount”: With respect to any Distribution Date on which an Overcollateralized Amount with respect to Collateral Pool I exists, the excess, if any, of (i) the sum of (a) the aggregate of the Scheduled Principal Balances of the Group I-3 Mortgage Loans plus (b) the aggregate of the Scheduled Principal Balances of the REO Properties in Loan Group I-3, in each case, after scheduled and unscheduled payments in respect of principal were received or advanced, over (ii) the aggregate Certificate Principal Balance of the Class I-A3 Certificates, the Class I-A3A Certificates and the Class I-A3B Certificates immediately after payment of the related Senior Principal Distribution Amount.

“Group I-3 Senior Percentage”: With respect to any Distribution Date and the Class I-A3 Certificates, the Class I-A3A Certificates and the Class I-A3B Certificates, the lesser of (a) 100% and (b) a fraction, expressed as a percentage, the numerator of which is the excess, if any, of the aggregate Certificate Principal Balance of the Class I-A3 Certificates, the Class I-A3A Certificates and the Class I-A3B Certificates for such Distribution Date over the aggregate amount, if any, payable to the Holders of the Class I-A3 Certificates, the Class I-A3A Certificates and the Class I-A3B Certificates on such date pursuant to clause (d) of the definition of “Senior Principal Distribution Amount,” and the denominator of which is the sum of (i) the aggregate Scheduled Principal Balance of the Group I-3 Mortgage Loans, plus (ii) the aggregate Scheduled Principal Balance of the REO Properties in Loan Group I-3, in each case before reduction for any Realized Losses on such Distribution Date.

Notwithstanding the foregoing, on any Cross-Collateralization Date on which (x) the sum of (i) the aggregate Scheduled Principal Balance of the Group I-3 Mortgage Loans, plus (ii) the aggregate Scheduled Principal Balance of the REO Properties in Loan Group I-3, in each case before reduction for any Realized Losses on such Distribution Date exceeds (y) the excess, if any, of the aggregate Certificate Principal Balance of the Class I-A3 Certificates, the Class I-A3A Certificates and the Class I-A3B Certificates for such Distribution Date over the aggregate amount, if any, payable to the Holders of the Class I-A3 Certificates, the Class I-A3A Certificates and the Class I-A3B Certificates on such date pursuant to clause (d) of the definition of “Senior Principal Distribution Amount,” the Group I-3 Senior Percentage will equal the lesser of (a) 100% and (b) fraction, expressed as a percentage, the numerator of which is the sum of (i) the excess, if any, of the aggregate Certificate Principal Balance of the Class I-A3 Certificates, the Class I-A3A Certificates and the Class I-A3B Certificates for such Distribution Date over the aggregate amount, if any, payable to the Holders of the Class I-A3 Certificates, the Class I-A3A Certificates and the Class I-A3B Certificates on such date pursuant to clause (d) of the definition of “Senior Principal Distribution Amount,” plus (ii) the Group I-3 Allocation Percentage of the Overcollateralized Amount with respect to Collateral Pool I, and the denominator of which is the sum of (i) the aggregate Scheduled Principal Balance of the Group I-3 Mortgage Loans, plus (ii) the aggregate Scheduled Principal Balance of the REO Properties in Loan Group I-3, in each case before reduction for any Realized Losses on such Distribution Date. On any Distribution Date after the reduction of the Certificate Principal Balances of all of the Group I Class A Certificates (other than the Class I-A3 Certificates, the Class I-A3A Certificates and the Class I-A3B Certificates) to zero, the Group I-3 Senior Percentage for the Class I-A3 Certificates, the Class I-A3A Certificates and the Class I-A3B Certificates will be the lesser of (a) 100% and (b) a fraction, expressed as a percentage, the numerator of which is the excess, if any, of the aggregate

Certificate Principal Balance of the Class I-A3 Certificates, the Class I-A3A Certificates and the Class I-A3B Certificates for such Distribution Date over the aggregate amount, if any, payable to the Holders of the Class I-A3 Certificates, the Class I-A3A Certificates and the Class I-A3B Certificates on such date pursuant to clause (d) of the definition of “Senior Principal Distribution Amount,” and the denominator of which is the sum of (i) the aggregate Scheduled Principal Balance of the Group I Mortgage Loans, plus (ii) the aggregate Scheduled Principal Balance of the REO Properties in Collateral Pool I, in each case before reduction for any Realized Losses on such Distribution Date.

“Group I-3 Senior Prepayment Percentage”: With respect to any Distribution Date and the Class I-A3 Certificates, the Class I-A3A Certificates and the Class I-A3B Certificates within the range indicated below, the percentage as indicated below:

Distribution Date		Group I-3 Senior Prepayment Percentage
June 2005 through May 2010		100%
June 2010 through May 2011		Group I-3 Senior Percentage, plus 70% of the Group I-3 Subordinate Percentage
June 2011 through May 2012		Group I-3 Senior Percentage, plus 60% of the Group I-3 Subordinate Percentage
June 2012 through May 2013		Group I-3 Senior Percentage, plus 40% of the Group I-3 Subordinate Percentage
June 2013 through May 2014		Group I-3 Senior Percentage, plus 20% of the Group I-3 Subordinate Percentage
June 2014 and thereafter		Group I-3 Senior Percentage;

provided , however , no reduction to the Group I-3 Senior Prepayment Percentage described above shall be made as of any Distribution Date unless (i) the outstanding principal balance of the Group I Mortgage Loans delinquent 60 days or more (including REO Properties and Mortgage Loans in foreclosure) averaged over the last six months does not exceed 50% of the sum of the then current Certificate Principal Balances of the Group I Subordinate Certificates and (ii) Realized Losses on the Group I Mortgage Loans to date are less than the then applicable Trigger Amount.

On any Distribution Date on which Realized Losses on the Group I Mortgage Loans to date are greater than the then applicable Trigger Amount, the Group I-3 Senior Prepayment Percentage will be the greater of (x) the Group I-3 Senior Prepayment Percentage for such Distribution Date or (y) the Group I-3 Senior Prepayment Percentage for the immediately preceding Distribution Date.

Certificate Principal Balance of the Group I Subordinate Certificates, then the Group I-3 Senior Prepayment Percentage for such Distribution Date will equal the Group I-3 Senior Percentage plus 50% of the Group I-3 Subordinate Percentage for such Distribution Date, if such Distribution Date is prior to June 2008, and will equal the Group I-3 Senior Percentage for such Distribution Date, if such Distribution Date occurs on or after June 2008.

On any Distribution Date on which the Aggregate Senior Percentage for Collateral Pool I exceeds the initial Aggregate Senior Percentage for Collateral Pool I, the Group I-3 Senior Prepayment Percentage shall be 100%.

Upon reduction of the Certificate Principal Balances of the Class I-A3 Certificates, the Class I-A3A Certificates and the Class I-A3B Certificates to zero, the Group I-3 Senior Prepayment Percentage shall be 0%.

“Group I-3 Subordinate Percentage”: 100% minus the Group I-3 Senior Percentage.

“Group I-3 Subordinate Prepayment Percentage”: 100% minus the Group I-3 Senior Prepayment Percentage.

“Group I-4 Allocation Percentage”: With respect to any Distribution Date, the percentage equivalent of a fraction, the numerator of which is (x) the Group I-4 Overcollateralized Amount and the denominator of which is (y) the sum of the Group I-1 Overcollateralized Amount, the Group I-2 Overcollateralized Amount, the Group I-3 Overcollateralized Amount, the Group I-4 Overcollateralized Amount and the Group I-5 Overcollateralized Amount.

“Group I-4 Available Distribution Amount”: With respect to any Distribution Date and the Group I-4 Mortgage Loans, an amount equal to the excess of (i) the sum attributable to such Mortgage Loans of (a) the aggregate of the Monthly Payments due on or before the Due Date relating to such Distribution Date and received by the Master Servicer (or a Sub-Servicer on its behalf) on or prior to the related Determination Date, after deduction of the applicable Servicing Fee and the Administration Fee (b) Liquidation Proceeds, Insurance Proceeds, Principal Prepayments, proceeds from repurchases of and substitutions for Mortgage Loans, Subsequent Recoveries and other unscheduled collections of principal and interest in respect of the Mortgage Loans or REO Properties received by the Servicer during the related Prepayment Period (exclusive of any prepayment charges, penalties or premiums), (c) the aggregate of any amounts on deposit in the Distribution Account representing Compensating Interest Payment paid by the Master Servicer in respect of related Prepayment Interest Shortfalls relating to Principal Prepayments that occurred during the related Prepayment Period and (d) the aggregate of any P&I Advances made by the Master Servicer for such Distribution Date over (ii) the sum attributable to or allocable to such Mortgage Loans of (a) amounts reimbursable to the Depositor, the Master Servicer, the Trustee, the Trust Administrator, Citibank or a Custodian pursuant to Section 6.03 or Section 8.05 or otherwise payable in respect of Extraordinary Trust Fund Expenses, (b) amounts in respect of the items set forth in clauses (i)(a) through (i)(d) above deposited in the Collection Account or the Distribution Account in respect of the items set forth in clauses (i)(a) through (i)(d) above in error, (c) without duplication, any amounts in respect of the items set forth in clauses (i)(a) and (i)(b) permitted hereunder to be retained by the Master

Servicer or to be withdrawn by the Master Servicer from the Collection Account pursuant to Section 3.18.

Notwithstanding the foregoing, the Group I-4 Available Distribution Amount for any Distribution Date shall be increased (in the case of an Undercollateralized Loan Group with respect to Loan Group I-4) or decreased (in the case of an Overcollateralized Loan Group with respect to Loan Group I-4) by any applicable Diverted Interest Amount or Class A Principal Adjustment Amount, in each case for such Distribution Date.

“Group I-4 Mortgage Loan”: Each Loan identified as such on the Mortgage Loan Schedule.

“Group I-4 Overcollateralized Amount”: With respect to any Distribution Date on which an Overcollateralized Amount with respect to Collateral Pool I exists, the excess, if any, of (i) the sum of (a) the aggregate of the Scheduled Principal Balances of the Group I-4 Mortgage Loans plus (b) the aggregate of the Scheduled Principal Balances of the REO Properties in Loan Group I-4, in each case, after scheduled and unscheduled payments in respect of principal were received or advanced, over (ii) the aggregate Certificate Principal Balance of the Class I-A4 Certificates immediately after payment of the related Senior Principal Distribution Amount.

“Group I-4 Senior Percentage”: With respect to any Distribution Date and the Class I-A4 Certificates, the lesser of (a) 100% and (b) a fraction, expressed as a percentage, the numerator of which is the excess, if any, of the aggregate Certificate Principal Balance of the Class I-A4 Certificates for such Distribution Date over the aggregate amount, if any, payable to the Holders of the Class I-A4 Certificates on such date pursuant to clause (d) of the definition of “Senior Principal Distribution Amount,” and the denominator of which is the sum of (i) the aggregate Scheduled Principal Balance of the Group I-4 Mortgage Loans, plus (ii) the aggregate Scheduled Principal Balance of the REO Properties in Loan Group I-4, in each case before reduction for any Realized Losses on such Distribution Date.

Notwithstanding the foregoing, on any Cross-Collateralization Date on which (x) the sum of (i) the aggregate Scheduled Principal Balance of the Group I-4 Mortgage Loans, plus (ii) the aggregate Scheduled Principal Balance of the REO Properties in Loan Group I-4, in each case before reduction for any Realized Losses on such Distribution Date exceeds (y) the excess, if any, of the Certificate Principal Balance of the Class I-A4 Certificates for such Distribution Date over the aggregate amount, if any, payable to the Holders of the Class I-A4 Certificates on such date pursuant to clause (d) of the definition of “Senior Principal Distribution Amount,” the Group I-4 Senior Percentage will equal the lesser of (a) 100% and (b) fraction, expressed as a percentage, the numerator of which is the sum of (i) the excess, if any, of the Certificate Principal Balance of the Class I-A4 Certificates for such Distribution Date over the aggregate amount, if any, payable to the Holders of the Class I-A4 Certificates on such date pursuant to clause (d) of the definition of “Senior Principal Distribution Amount,” plus (ii) the Group I-4 Allocation Percentage of the Overcollateralized Amount with respect to Collateral Pool I, and the denominator of which is the sum of (i) the aggregate Scheduled Principal Balance of the Group I-4 Mortgage Loans, plus (ii) the aggregate Scheduled Principal Balance of the REO Properties in Loan Group I-4, in each case before reduction for any Realized Losses on such Distribution Date. On any Distribution Date after the reduction of the Certificate Principal Balances of all of

the Group I Class A Certificates (other than the Class I-A4 Certificates) to zero, the Group I-4 Senior Percentage for the Class I-A4 Certificates will be the lesser of (a) 100% and (b) a fraction, expressed as a percentage, the numerator of which is the excess, if any, of the Certificate Principal Balance of the Class I-A4 Certificates for such Distribution Date over the aggregate amount, if any, payable to the Holders of the Class I-A4 Certificates on such date pursuant to clause (d) of the definition of “Senior Principal Distribution Amount,” and the denominator of which is the sum of (i) the aggregate Scheduled Principal Balance of the Group I Mortgage Loans, plus (ii) the aggregate Scheduled Principal Balance of the REO Properties in Collateral Pool I, in each case before reduction for any Realized Losses on such Distribution Date.

“Group I-4 Senior Prepayment Percentage”: With respect to any Distribution Date and the Class I-A4 Certificates within the range indicated below, the percentage as indicated below:

Distribution Date		Group I-4 Senior Prepayment Percentage
June 2005 through May 2010		100%
June 2010 through May 2011		Group I-4 Senior Percentage, plus 70% of the Group I-4 Subordinate Percentage
June 2011 through May 2012		Group I-4 Senior Percentage, plus 60% of the Group I-4 Subordinate Percentage
June 2012 through May 2013		Group I-4 Senior Percentage, plus 40% of the Group I-4 Subordinate Percentage
June 2013 through May 2014		Group I-4 Senior Percentage, plus 20% of the Group I-4 Subordinate Percentage
June 2014 and thereafter		Group I-4 Senior Percentage;

provided , however , no reduction to the Group I-4 Senior Prepayment Percentage described above shall be made as of any Distribution Date unless (i) the outstanding principal balance of the Group I Mortgage Loans delinquent 60 days or more (including REO Properties and Mortgage Loans in foreclosure) averaged over the last six months does not exceed 50% of the sum of the then current Certificate Principal Balances of the Group I Subordinate Certificates and (ii) Realized Losses on the Group I Mortgage Loans to date are less than the then applicable Trigger Amount.

On any Distribution Date on which Realized Losses on the Group I Mortgage Loans to date are greater than the then applicable Trigger Amount, the Group I-4 Senior Prepayment Percentage will be the greater of (x) the Group I-4 Senior Prepayment Percentage for such Distribution Date or (y) the Group I-4 Senior Prepayment Percentage for the immediately preceding Distribution Date.

Loans as of the end of the Prepayment Period do not exceed 30% of the initial aggregate Certificate Principal Balance of the Group I Subordinate Certificates, then the Group I-4 Senior Prepayment Percentage for such Distribution Date will equal the Group I-4 Senior Percentage plus 50% of the Group I-4 Subordinate Percentage for such Distribution Date, if such Distribution Date is prior to June 2008, and will equal the Group I-4 Senior Percentage for such Distribution Date, if such Distribution Date occurs on or after June 2008.

On any Distribution Date on which the Aggregate Senior Percentage for Collateral Pool I exceeds the initial Aggregate Senior Percentage for Collateral Pool I, the Group I-4 Senior Prepayment Percentage shall be 100%.

Upon reduction of the Certificate Principal Balances of the Class I-A4 Certificates to zero, the Group I-4 Senior Prepayment Percentage shall be 0%.

“Group I-4 Subordinate Percentage”: 100% minus the Group I-4 Senior Percentage.

“Group I-4 Subordinate Prepayment Percentage”: 100% minus the Group I-4 Senior Prepayment Percentage.

“Group I-5 Allocation Percentage”: With respect to any Distribution Date, the percentage equivalent of a fraction, the numerator of which is (x) the Group I-5 Overcollateralized Amount and the denominator of which is (y) the sum of the Group I-1 Overcollateralized Amount, the Group I-2 Overcollateralized Amount, the Group I-3 Overcollateralized Amount, the Group I-4 Overcollateralized Amount and the Group I-5 Overcollateralized Amount.

“Group I-5 Available Distribution Amount”: With respect to any Distribution Date and the Group I-5 Mortgage Loans, an amount equal to the excess of (i) the sum attributable to such Mortgage Loans of (a) the aggregate of the Monthly Payments due on or before the Due Date relating to such Distribution Date and received by the Master Servicer (or a Sub-Servicer on its behalf) on or prior to the related Determination Date, after deduction of the applicable Servicing Fee and the Administration Fee (b) Liquidation Proceeds, Insurance Proceeds, Principal Prepayments, proceeds from repurchases of and substitutions for Mortgage Loans, Subsequent Recoveries and other unscheduled collections of principal and interest in respect of the Mortgage Loans or REO Properties received by the Servicer during the related Prepayment Period (exclusive of any prepayment charges, penalties or premiums), (c) the aggregate of any amounts on deposit in the Distribution Account representing Compensating Interest Payment paid by the Master Servicer in respect of related Prepayment Interest Shortfalls relating to Principal Prepayments that occurred during the related Prepayment Period and (d) the aggregate of any P&I Advances made by the Master Servicer for such Distribution Date over (ii) the sum attributable to or allocable to such Mortgage Loans of (a) amounts reimbursable to the Depositor, the Master Servicer, the Trustee, the Trust Administrator, Citibank or a Custodian pursuant to Section 6.03 or Section 8.05 or otherwise payable in respect of Extraordinary Trust Fund Expenses, (b) amounts in respect of the items set forth in clauses (i)(a) through (i)(d) above deposited in the Collection Account or the Distribution Account in respect of the items set forth in clauses (i)(a) through (i)(d) above in error, (c) without duplication, any amounts in respect of the items set forth in clauses (i)(a) and (i)(b) permitted hereunder to be retained by the Master

Servicer or to be withdrawn by the Master Servicer from the Collection Account pursuant to Section 3.18.

Notwithstanding the foregoing, the Group I-5 Available Distribution Amount for any Distribution Date shall be increased (in the case of an Undercollateralized Loan Group with respect to Loan Group I-5) or decreased (in the case of an Overcollateralized Loan Group with respect to Loan Group I-5) by any applicable Diverted Interest Amount or Class A Principal Adjustment Amount, in each case for such Distribution Date.

“Group I-5 Mortgage Loan”: Each Loan identified as such on the Mortgage Loan Schedule.

“Group I-5 Overcollateralized Amount”: With respect to any Distribution Date on which an Overcollateralized Amount with respect to Collateral Pool I exists, the excess, if any, of (i) the sum of (a) the aggregate of the Scheduled Principal Balances of the Group I-5 Mortgage Loans plus (b) the aggregate of the Scheduled Principal Balances of the REO Properties in Loan Group I-5, in each case, after scheduled and unscheduled payments in respect of principal were received or advanced, over (ii) the aggregate Certificate Principal Balance of the Class I-A5A Certificates and the Class I-A5B Certificates immediately after payment of the related Senior Principal Distribution Amount.

“Group I-5 Senior Percentage”: With respect to any Distribution Date and the Class I-A5A Certificates and the Class I-A5B Certificates, the lesser of (a) 100% and (b) a fraction, expressed as a percentage, the numerator of which is the excess, if any, of the aggregate Certificate Principal Balance of the Class I-A5A Certificates and the Class I-A5B Certificates for such Distribution Date over the aggregate amount, if any, payable to the Holders of the Class I-A5A Certificates and the Class I-A5B Certificates on such date pursuant to clause (d) of the definition of “Senior Principal Distribution Amount,” and the denominator of which is the sum of (i) the aggregate Scheduled Principal Balance of the Group I-5 Mortgage Loans, plus (ii) the aggregate Scheduled Principal Balance of the REO Properties in Loan Group I-5, in each case before reduction for any Realized Losses on such Distribution Date.

Notwithstanding the foregoing, on any Cross-Collateralization Date on which (x) the sum of (i) the aggregate Scheduled Principal Balance of the Group I-5 Mortgage Loans, plus (ii) the aggregate Scheduled Principal Balance of the REO Properties in Loan Group I-5, in each case before reduction for any Realized Losses on such Distribution Date exceeds (y) the excess, if any, of the aggregate Certificate Principal Balance of the Class I-A5A Certificates and the Class I-A5B Certificates for such Distribution Date over the aggregate amount, if any, payable to the Holders of the Class I-A5A Certificates and the Class I-A5B Certificates on such date pursuant to clause (d) of the definition of “Senior Principal Distribution Amount,” the Group I-5 Senior Percentage will equal the lesser of (a) 100% and (b) fraction, expressed as a percentage, the numerator of which is the sum of (i) the excess, if any, of the aggregate Certificate Principal Balance of the Class I-A5A Certificates and the Class I-A5B Certificates for such Distribution Date over the aggregate amount, if any, payable to the Holders of the Class I-A5A Certificates and the Class I-A5B Certificates on such date pursuant to clause (d) of the definition of “Senior Principal Distribution Amount,” plus (ii) the Group I-5 Allocation Percentage of the Overcollateralized Amount with respect to Collateral Pool I, and the denominator of which is the sum of (i) the aggregate Scheduled Principal Balance of the Group I-5 Mortgage Loans, plus (ii)

the aggregate Scheduled Principal Balance of the REO Properties in Loan Group I-5, in each case before reduction for any Realized Losses on such Distribution Date. On any Distribution Date after the reduction of the Certificate Principal Balances of all of the Group I Class A Certificates (other than the Class I-A5A Certificates and the Class I-A5B Certificates) to zero, the Group I-5 Senior Percentage for the Class I-A5A Certificates and the Class I-A5B Certificates will be the lesser of (a) 100% and (b) a fraction, expressed as a percentage, the numerator of which is the excess, if any, of the aggregate Certificate Principal Balance of the Class I-A5A Certificates and the Class I-A5B Certificates for such Distribution Date over the aggregate amount, if any, payable to the Holders of the Class I-A5A Certificates and the Class I-A5B Certificates on such date pursuant to clause (d) of the definition of “Senior Principal Distribution Amount,” and the denominator of which is the sum of (i) the aggregate Scheduled Principal Balance of the Group I Mortgage Loans, plus (ii) the aggregate Scheduled Principal Balance of the REO Properties in Collateral Pool I, in each case before reduction for any Realized Losses on such Distribution Date.

“Group I-5 Senior Prepayment Percentage”: With respect to any Distribution Date and the Class I-A5A Certificates and the Class I-A5B Certificates within the range indicated below, the percentage as indicated below:

Distribution Date		Group I-5 Senior Prepayment Percentage
June 2005 through May 2010		100%
June 2010 through May 2011		Group I-5 Senior Percentage, plus 70% of the Group I-5 Subordinate Percentage
June 2011 through May 2012		Group I-5 Senior Percentage, plus 60% of the Group I-5 Subordinate Percentage
June 2012 through May 2013		Group I-5 Senior Percentage, plus 40% of the Group I-5 Subordinate Percentage
June 2013 through May 2014		Group I-5 Senior Percentage, plus 20% of the Group I-5 Subordinate Percentage
June 2014 and thereafter		Group I-5 Senior Percentage;

provided , however , no reduction to the Group I-5 Senior Prepayment Percentage described above shall be made as of any Distribution Date unless (i) the outstanding principal balance of the Group I Mortgage Loans delinquent 60 days or more (including REO Properties and Mortgage Loans in foreclosure) averaged over the last six months does not exceed 50% of the sum of the then current Certificate Principal Balances of the Group I Subordinate Certificates and (ii) Realized Losses on the Group I Mortgage Loans to date are less than the then applicable Trigger Amount.

On any Distribution Date on which Realized Losses on the Group I Mortgage Loans to date are greater than the then applicable Trigger Amount, the Group I-5 Senior Prepayment Percentage will be the greater of (x) the Group I-5 Senior Prepayment Percentage for such Distribution Date or (y) the Group I-5 Senior Prepayment Percentage for the immediately preceding Distribution Date.

clause (i) of the immediately preceding paragraph are met and (c) (i) on or prior to the Distribution Date occurring in May 2008, cumulative Realized Losses on the Group I Mortgage Loans as of the end of the related Prepayment Period do not exceed 20% of the initial aggregate Certificate Principal Balance of the Group I Subordinate Certificates and (ii) after the Distribution Date occurring in May 2008, cumulative Realized Losses on the Group I Mortgage Loans as of the end of the Prepayment Period do not exceed 30% of the initial aggregate Certificate Principal Balance of the Group I Subordinate Certificates, then the Group I-5 Senior Prepayment Percentage for such Distribution Date will equal the Group I-5 Senior Percentage plus 50% of the Group I-5 Subordinate Percentage for such Distribution Date, if such Distribution Date is prior to June 2008, and will equal the Group I-5 Senior Percentage for such Distribution Date, if such Distribution Date occurs on or after June 2008.

On any Distribution Date on which the Aggregate Senior Percentage for Collateral Pool I exceeds the initial Aggregate Senior Percentage for Collateral Pool I, the Group I-5 Senior Prepayment Percentage shall be 100%.

Upon reduction of the Certificate Principal Balances of the Class I-A5A Certificates and the Class I-A5B Certificates to zero, the Group I-5 Senior Prepayment Percentage shall be 0%.

“Group I-5 Subordinate Percentage”: 100% minus the Group I-5 Senior Percentage.

“Group I-5 Subordinate Prepayment Percentage”: 100% minus the Group I-5 Senior Prepayment Percentage.

“Group II Certificates”: The Group II Senior Certificates and the Group II Subordinate Certificates.

“Group II Class A Certificates”: The Class II-A1-1 Certificates, the Class II-A1-2 Certificates and the Class II-A2 Certificates.

“Group II Mortgage Loans”: The Mortgage Loans identified as such on the attached Mortgage Loan Schedule.

“Group II Senior Certificates”: The Class II-A1-1 Certificates, the Class II-A1-2 Certificates, the Class II-A2 Certificates, the Class II-XS1 Certificates, the Class II-XS2 Certificates, the Class II-PO1 Certificates, the Class II-PO2 Certificates and the Class II-R Certificates.

“Group II Subordinate Certificates”: The Class II-B1 Certificates, the Class II-B2 Certificates, the Class II-B3 Certificates, the Class II-B4 Certificates, the Class II-B5 Certificates and the Class II-B6 Certificates.

“Group II Subordinate Percentage”: With respect to any Distribution Date, the percentage equal to the aggregate Certificate Principal Balance of the Subordinate Certificates related to Collateral Pool II immediately prior to such Distribution Date divided by the aggregate Scheduled Principal Balance of all of the Mortgage Loans related to such Collateral Pool as of

the close of business on the first day of the calendar month immediately preceding such Distribution Date.

“Group II-1 Class A Certificates”: The Class II-A1-1 Certificates and the Class II-A1-2 Certificates.

“Group II-1 Mortgage Loans”: The Mortgage Loans identified as such on the attached Mortgage Loan Schedule.

“Group II-2 Available Distribution Amount”: With respect to any Distribution Date and the Group II-2 Mortgage Loans, an amount equal to the excess of (i) the sum attributable to such Mortgage Loans of (a) the aggregate of the Monthly Payments due on or before the Due Date relating to such Distribution Date and received by the Master Servicer (or a Sub-Servicer on its behalf) on or prior to the related Determination Date, after deduction of the applicable Servicing Fee and the Administration Fee (b) Liquidation Proceeds, Insurance Proceeds, Principal Prepayments, proceeds from repurchases of and substitutions for Mortgage Loans, Subsequent Recoveries and other unscheduled collections of principal and interest in respect of the Mortgage Loans or REO Properties received by the Servicer during the related Prepayment Period (exclusive of any prepayment charges, penalties or premiums), (c) the aggregate of any amounts on deposit in the Distribution Account representing Compensating Interest Payment paid by the Master Servicer in respect of related Prepayment Interest Shortfalls relating to Principal Prepayments that occurred during the related Prepayment Period and (d) the aggregate of any P&I Advances made by the Master Servicer for such Distribution Date over (ii) the sum attributable to or allocable to such Mortgage Loans of (a) amounts reimbursable to the Depositor, the Master Servicer, the Trustee, the Trust Administrator, Citibank or a Custodian pursuant to Section 6.03 or Section 8.05 or otherwise payable in respect of Extraordinary Trust Fund Expenses, (b) amounts in respect of the items set forth in clauses (i)(a) through (i)(d) above deposited in the Collection Account or the Distribution Account in respect of the items set forth in clauses (i)(a) through (i)(d) above in error, (c) without duplication, any amounts in respect of the items set forth in clauses (i)(a) and (i)(b) permitted hereunder to be retained by the Master Servicer or to be withdrawn by the Master Servicer from the Collection Account pursuant to Section 3.18.

Notwithstanding the foregoing, the Group II-2 Available Distribution Amount for any Distribution Date shall be increased (in the case of an Undercollateralized Subgroup with respect to Loan Group II-2) or decreased (in the case of an Overcollateralized Subgroup with respect to Loan Group II-2) by any applicable Diverted Interest Amount or Class A Principal Adjustment Amount, in each case for such Distribution Date.

“Group II-2 Class A Certificates”: The Class II-A2 Certificates.

“Group II-2 Mortgage Loans”: The Mortgage Loans identified as such on the attached Mortgage Loan Schedule.

“Group II-2 Overcollateralized Amount”: With respect to any Distribution Date on which an Overcollateralized Amount with respect to Collateral Pool II exists, the excess, if any, of (i) the sum of (a) the aggregate of the Non-Class PO Percentages of the Scheduled Principal Balances of the Group II-2 Mortgage Loans plus (b) the aggregate of the Non-Class PO

Percentages of the Scheduled Principal Balances of the REO Properties in Loan Group II-2, in each case, after scheduled and unscheduled payments in respect of principal were received or advanced, over (ii) the aggregate Certificate Principal Balance of the Class II-A2 Certificates immediately after payment of the related Senior Principal Distribution Amount.

“Group II-2 Senior Percentage”: With respect to any Distribution Date and the Class II-A2 Certificates, the lesser of (a) 100% and (b) a fraction, expressed as a percentage, the numerator of which is the excess, if any, of the aggregate Certificate Principal Balance of the Class II-A2 Certificates for such Distribution Date over the aggregate amount, if any, payable to the Holders of the Class II-A2 Certificates on such date pursuant to clause (d) of the definition of “Senior Principal Distribution Amount,” and the denominator of which is the sum of (i) the aggregate of the Non-Class PO Percentages of the Scheduled Principal Balances of the Group II-2 Mortgage Loans, plus (ii) the aggregate of the Non-Class PO Percentages of the Scheduled Principal Balances of the REO Properties in Loan Group II-2, in each case before reduction for any Realized Losses on such Distribution Date.

“Group II-2 Senior Prepayment Percentage”: With respect to any Distribution Date and the Class II-A2 Certificates within the range indicated below, the percentage as indicated below:

Distribution Date		Group II-2 Senior Prepayment Percentage
June 2005 through May 2010		100%
June 2010 through May 2011		Group II-2 Senior Percentage, plus 70% of the Group II-2 Subordinate Percentage
June 2011 through May 2012		Group II-2 Senior Percentage, plus 60% of the Group II-2 Subordinate Percentage
June 2012 through May 2013		Group II-2 Senior Percentage, plus 40% of the Group II-2 Subordinate Percentage
June 2013 through May 2014		Group II-2 Senior Percentage, plus 20% of the Group II-2 Subordinate Percentage
June 2014 and thereafter		Group II-2 Senior Percentage;

provided , however , no reduction to the Group II-2 Senior Prepayment Percentage described above shall be made as of any Distribution Date unless (i) the outstanding principal balance of the Group II Mortgage Loans delinquent 60 days or more (including REO Properties and Mortgage Loans in foreclosure) averaged over the last six months does not exceed 50% of the sum of the then current Certificate Principal Balances of the Group II Subordinate Certificates and (ii) Realized Losses on the Group II Mortgage Loans to date are less than the then applicable Trigger Amount.

On any Distribution Date on which the conditions in either of clauses (i) or (ii) above are not met, the Group II-2 Senior Prepayment Percentage will be the greater of (x) the Group II-2 Senior Prepayment Percentage for such Distribution Date or (y) the Group II-2 Senior Prepayment Percentage for the immediately preceding Distribution Date.

On any Distribution Date on which the Aggregate Senior Percentage for Collateral Pool II exceeds the initial Aggregate Senior Percentage for Collateral Pool II, the Group II-2 Senior Prepayment Percentage shall be 100%.

Upon reduction of the Certificate Principal Balances of the Class II-A2 Certificates to zero, the Group II-2 Senior Prepayment Percentage shall be 0%.

“Group II-2 Subordinate Percentage”: 100% minus the Group II-2 Senior Percentage.

“Group II-2 Subordinate Prepayment Percentage”: 100% minus the Group II-2 Senior Prepayment Percentage.

“Independent”: When used with respect to any specified Person, any such Person who (a) is in fact independent of the Depositor, the Master Servicer and their respective Affiliates, (b) does not have any direct financial interest in or any material indirect financial interest in the Depositor, the Master Servicer or any Affiliate thereof, and (c) is not connected with the Depositor, the Master Servicer or any Affiliate thereof as an officer, employee, promoter, underwriter, trustee, partner, director or Person performing similar functions; provided, however, that a Person shall not fail to be Independent of the Depositor, the Master Servicer or any Affiliate thereof merely because such Person is the beneficial owner of 1% or less of any class of securities issued by the Depositor or the Master Servicer or any Affiliate thereof, as the case may be.

“Independent Contractor”: Either (i) any Person (other than the Master Servicer) that would be an “independent contractor” with respect to any REMIC within the meaning of Section 856(d)(3) of the Code if any REMIC were a real estate investment trust (except that the ownership tests set forth in that section shall be considered to be met by any Person that owns, directly or indirectly, 35% or more of any Class of Certificates), so long as any REMIC does not receive or derive any income from such Person and provided that the relationship between such Person and any REMIC is at arm’s length, all within the meaning of Treasury Regulation Section 1.856-4(b)(5), or (ii) any other Person (including the Master Servicer) if the Trust Administrator has received an Opinion of Counsel for the benefit of the Trustee and the Trust Administrator to the effect that the taking of any action in respect of any REO Property by such Person, subject to any conditions therein specified, that is otherwise herein contemplated to be taken by an Independent Contractor will not cause such REO Property to cease to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code (determined without regard to the exception applicable for purposes of Section 860D(a) of the Code), or cause any income realized in respect of such REO Property to fail to qualify as Rents from Real Property.

“Index”: With respect to any Adjustable-Rate Mortgage Loan, the index for the adjustment of the Mortgage Rate set forth as such on the related Mortgage Note.

“Initial Sub-Servicing Agreement”: With respect to the Countrywide Mortgage Loans, the Amended and Restated Master Mortgage Loan Purchase and Servicing Agreement, dated December 15, 2003, between Countrywide and the Seller, as modified as of the date hereof with respect to the Countrywide Mortgage Loans in the Trust Fund. With respect to the Quicken Mortgage Loans, the Master Mortgage Loan Purchase and Interim Servicing Agreement, dated October 1, 2004, between Quicken and GMAC, as modified as of the date hereof with respect to the Quicken Mortgage Loans in the Trust Fund, or, if such servicing agreement is superseded by a permanent servicing agreement, the applicable permanent servicing agreement (provided that such permanent servicing agreement does not result in the withdrawal, qualification or

downgrade of the rating of any Certificates rated by any Rating Agency as of the Closing Date). With respect to the Mortgage IT Mortgage Loans, the Master Mortgage Loan Purchase and Interim Servicing Agreement, dated November 1, 2004, between Mortgage IT and GMAC, as modified as of the date hereof with respect to the Mortgage IT Mortgage Loans in the Trust Fund, or, if such servicing agreement is superseded by a permanent servicing agreement, the applicable permanent servicing agreement (provided that such permanent servicing agreement does not result in the withdrawal, qualification or downgrade of the rating of any Certificates rated by any Rating Agency as of the Closing Date). With respect to the Wells Mortgage Loans, (i) the Seller’s Warranties and Servicing Agreement, dated as of April 1, 2005, between Wells Fargo and the Seller (WFHM 2005-W26), as modified as of the date hereof with respect to the applicable Wells Mortgage Loans in the Trust Fund, (ii) the Seller’s Warranties and Servicing Agreement, dated as of March 1, 2005, between Wells Fargo and the Seller (WFHM 2005-W16), as modified as of the date hereof with respect to the applicable Wells Mortgage Loans in the Trust Fund or (iii) the Seller’s Warranties and Servicing Agreement, dated as of February 1, 2005, between Wells Fargo and the Seller (WFHM 2005-W06), as modified as of the date hereof with respect to the applicable Wells Mortgage Loans in the Trust Fund, as applicable. With respect to the CitiMortgage Mortgage Loans, the Master Mortgage Loan Purchase and Servicing Agreement, dated as of February 1, 2005, between CitiMortgage and the Seller, as modified as of the date hereof with respect to the CitiMortgage Mortgage Loans in the Trust Fund.

“Insurance Proceeds”: Proceeds of any Primary Mortgage Insurance Policy, title policy, hazard policy or other insurance policy covering a Mortgage Loan, to the extent such proceeds are not to be applied to the restoration of the related Mortgaged Property or released to the Mortgagor in accordance with the procedures that the Master 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 any Class of Certificates (other than the Class II-PO1 Certificates and the Class II-PO2 Certificates), the calendar month preceding the month in which the Distribution Date occurs, and each such Interest Accrual Period will be deemed to be 30 days regardless of its actual length. All distributions of interest on the Certificates will be based on a 360-day year consisting of twelve 30-day months.

“Interest Distribution Amount”: With respect to any Class of Certificates (other than the Class II-PO1 Certificates and the Class II-PO2 Certificates) for any Distribution Date, an amount equal to one month’s interest accrued during the most recently ended Interest Accrual Period at the applicable Pass-Through Rate on the Certificate Principal Balance thereof (or, in the case of the Class II-XS1 Certificates and the Class II-XS2 Certificates, on the Notional Amount thereof) immediately prior to such Distribution Date. The Interest Distribution Amount for any Class of Certificates (a) will also include, in the case of any Distribution Date subsequent to the initial Distribution Date, the excess, if any, of the Interest Distribution Amount in respect of such Certificates for the immediately preceding Distribution Date, over the aggregate distributions of interest made in respect of such Certificates pursuant to Section 4.01(a)(1) on such immediately preceding Distribution Date and (b) will be reduced, in the case of any Distribution Date, by the amount of any Prepayment Interest Shortfalls (to the extent not covered by Compensating Interest Payments paid by Master Servicer) and Relief Act Interest Shortfalls that were allocated to such Class on such Distribution Date pursuant to Section 1.02. The Interest

Distribution Amount for any Class of Certificates will be based on a 360 day year consisting of twelve 30-day Interest Accrual Periods.

“Late Collections”: With respect to any Mortgage Loan, all amounts received subsequent to the Determination Date immediately following any Due Period, whether as late payments of Monthly Payments or as Insurance Proceeds, Liquidation Proceeds or otherwise, which represent late payments or collections of principal and/or interest due (without regard to any acceleration of payments under the related Mortgage and Mortgage Note) but delinquent for such Due Period and not previously recovered.

“Liquidation Event”: With respect to any Mortgage Loan, any of the following events: (i) such Mortgage Loan is paid in full; (ii) a Final Recovery Determination is made as to such Mortgage Loan; or (iii) such Mortgage Loan is removed from the applicable Trust REMIC by reason of its being purchased, sold or replaced pursuant to or as contemplated by Section 2.03 or Section 9.01. With respect to any REO Property, either of the following events: (i) a Final Recovery Determination is made as to such REO Property; or (ii) such REO Property is removed from the applicable Trust REMIC by reason of its being purchased pursuant to Section 9.01.

“Liquidation Proceeds”: The amount (including any Insurance Proceeds or amounts received in respect of the rental of any REO Property prior to REO Disposition) received by the Master Servicer in connection with (i) the taking of all or a part of a Mortgaged Property by exercise of the power of eminent domain or condemnation, (ii) the liquidation of a defaulted Mortgage Loan through a trustee’s sale, foreclosure sale or otherwise, or (iii) the repurchase, substitution or sale of a Mortgage Loan or an REO Property pursuant to or as contemplated by Section 2.03, Section 3.23 or Section 9.01.

“Loan Group”: Any of Loan Group I-1, Loan Group I-2, Loan Group I-3, Loan Group I-4, Loan Group I-5, Loan Group II-1 or Loan Group II-2.

“Loan Group I-1”: The Loan Group consisting of the Group I-1 Mortgage Loans.

“Loan Group I-2”: The Loan Group consisting of the Group I-2 Mortgage Loans.

“Loan Group I-3”: The Loan Group consisting of the Group I-3 Mortgage Loans.

“Loan Group I-4”: The Loan Group consisting of the Group I-4 Mortgage Loans.

“Loan Group I-5”: The Loan Group consisting of the Group I-5 Mortgage Loans.

“Loan Group II-1”: The Loan Group consisting of the Group II-1 Mortgage Loans.

“Loan Group II-2”: The Loan Group consisting of the Group II-2 Mortgage Loans.

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

“Master Servicer”: CitiMortgage, Inc. or any successor master servicer appointed as herein provided, in its capacity as Master Servicer hereunder.

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

“Master Servicer Event of Default”: One or more of the events described in Section 7.01.

“Master Servicer Remittance Date”: With respect to any Distribution Date, 12:00 p.m. New York time on the Business Day preceding the Distribution Date or if the Collection Account is held at Citibank (for so long as Citibank is the Paying Agent), 12:00 p.m. New York time on the Distribution Date.

“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.

“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.

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

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

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

“MOM Loan”: With respect to any Mortgage Loans registered with MERS on the MERS® System, MERS acting as the mortgagee of such Mortgage Loan, solely as nominee for the originator of such Mortgage Loan and its successors and assigns, at the origination thereof.

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

“Moody’s”: Moody’s Investors Service, Inc., or its successor in interest.

“Mortgage”: The mortgage, deed of trust or other instrument creating a first lien on, or first priority security interest in, a Mortgaged Property securing a Mortgage Note.

“Mortgage File”: The mortgage documents listed in Section 2.01 pertaining to a particular Mortgage Loan and any additional documents required to be added to the Mortgage File pursuant to this Agreement.

“Mortgage IT”: Mortgage IT, Inc. or its successor in interest.

“Mortgage IT Mortgage Loans”: The Mortgage Loans originated by Mortgage IT.

“Mortgage Loan”: Each mortgage loan transferred and assigned to the Trustee pursuant to Section 2.01 or Section 2.03(d) of this Agreement, as from time to time held as a part of REMIC I-A or REMIC II-A, as applicable, the Mortgage Loans so held being identified in the Mortgage Loan Schedule.

“Mortgage Loan Purchase Agreement”: The agreement between the Depositor and the Seller regarding the transfer of the Mortgage Loans by the Seller to or at the direction of the Depositor, substantially in the form of Exhibit D annexed hereto.

“Mortgage Loan Remittance Rate”: With respect to any Mortgage Loan or REO Property, as of any date of determination, the then applicable Expense Adjusted Mortgage Rate in respect thereof.

“Mortgage Loan Schedule”: As of any date, the list of Mortgage Loans included in REMIC I-A or REMIC II-A on such date, attached hereto as Schedule 1. The Mortgage Loan Schedule shall set forth the following information with respect to each Mortgage Loan:

(i)	the Master Servicer’s Mortgage Loan identifying number;
(ii)	a code indicating whether the Mortgaged Property is owner-occupied;
(iii)	the type of Residential Dwelling constituting the Mortgaged Property;
(iv)	the original months to maturity;
(v)	the original date of the mortgage;

(vi)	the Loan-to-Value Ratio at origination;
(vii)	the Mortgage Rate in effect immediately following the Cut-off Date;

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

(ix)	the stated maturity date;
(x)	the amount of the Monthly Payment at origination;
(xi)	the amount of the Monthly Payment as of the Cut-off Date;

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

(xiii)

the original principal amount of the Mortgage Loan;

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

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

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

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

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

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

(xxi)

the Servicing Fee Rate;

(xxii) if such Mortgage Loan is an Adjustable-Rate Mortgage Loan, the Maximum Mortgage Rate, Minimum Mortgage Rate, Gross Margin, Index and Periodic Rate Cap;

(xxiii) whether such Mortgage Loan has an interest-only period, and if so, the first Due Date on which Monthly Payments are scheduled to include principal amortization;

(xxiv)

the Loan Group in which such Mortgage Loan shall reside; and

(xxv) the originator of such Mortgage Loan and the Initial Sub-Servicer of 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: (1) the number of Mortgage Loans; (2) the current principal balance of the Mortgage Loans; (3) the weighted average Mortgage Rate of the Mortgage Loans; (4) the weighted average maturity of the Mortgage Loans; (5) the Scheduled Principal Balance of the Mortgage Loans as of the close of business on the Cut-off Date (not taking into account any Principal Prepayments received on the Cut-off Date); and (6) the amount of the Monthly Payment as of the Cut-off Date. The Mortgage Loan Schedule shall be amended from time to time by the Depositor in accordance with the provisions of this Agreement. With respect to any Qualified Substitute Mortgage Loan, Cut-off Date shall refer to the related Cut-off Date for such Mortgage Loan, determined in accordance with the definition of Cut-off Date herein.

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

“Mortgage Pool”: The pool of Mortgage Loans, identified on Schedule 1 from time to time, and any REO Properties acquired in respect thereof.

“Mortgage Rate”: With respect to each Mortgage Loan, the annual rate at which interest accrues on such Mortgage Loan from time to time in accordance with the provisions of the related Mortgage Note, without regard to any reduction thereof as a result of a Debt Service Reduction or operation of the Relief Act. 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.

“Mortgage IT Mortgage Loans”: The mortgage loans originated by Mortgage IT.

“Mortgagor”: The obligor on a Mortgage Note.

“Net WAC Rate”: The Net WAC Rate for any Distribution Date and the Group I-1 Mortgage Loans is a rate per annum equal to the weighted average of the Expense Adjusted Mortgage Rates of the Group I-1 Mortgage Loans, weighted based on their principal balances as of the first day of the related Due Period. For federal income tax purposes, the equivalent of the foregoing shall be expressed as the weighted average of the REMIC I-A Remittance Rate on REMIC I Regular Interest LT-1B, weighted on the basis of the Uncertificated Balance of such REMIC I-A Regular Interest. The Net WAC Rate for any Distribution Date and the Group I-2 Mortgage Loans is a rate per annum equal to the weighted average of the Expense Adjusted Mortgage Rates of the Group I-2 Mortgage Loans, weighted based on their principal balances as of the first day of the related Due Period. For federal income tax purposes, the equivalent of the foregoing shall be expressed as the weighted average of the REMIC I-A Remittance Rate on

REMIC I Regular Interest LT-2B, weighted on the basis of the Uncertificated Balance of such REMIC I-A Regular Interest. The Net WAC Rate for any Distribution Date and the Group I-3 Mortgage Loans is a rate per annum equal to the weighted average of the Expense Adjusted Mortgage Rates of the Group I-3 Mortgage Loans, weighted based on their principal balances as of the first day of the related Due Period. For federal income tax purposes, the equivalent of the foregoing shall be expressed as the weighted average of the REMIC I-A Remittance Rate on REMIC I Regular Interest LT-3B, weighted on the basis of the Uncertificated Balance of such REMIC I-A Regular Interest. The Net WAC Rate for any Distribution Date and the Group I-4 Mortgage Loans is a rate per annum equal to the weighted average of the Expense Adjusted Mortgage Rates of the Group I-4 Mortgage Loans, weighted based on their principal balances as of the first day of the related Due Period. For federal income tax purposes, the equivalent of the foregoing shall be expressed as the weighted average of the REMIC I-A Remittance Rate on REMIC I Regular Interest LT-4B, weighted on the basis of the Uncertificated Balance of such REMIC I-A Regular Interest. The Net WAC Rate for any Distribution Date and the Group I-5 Mortgage Loans is a rate per annum equal to the weighted average of the Expense Adjusted Mortgage Rates of the Group I-5 Mortgage Loans, weighted based on their principal balances as of the first day of the related Due Period. For federal income tax purposes, the equivalent of the foregoing shall be expressed as the weighted average of the REMIC I-A Remittance Rate on REMIC I Regular Interest LT-5B, weighted on the basis of the Uncertificated Balance of such REMIC I-A Regular Interest.

“New Lease”: Any lease of REO Property entered into on behalf of REMIC I-A or REMIC II-A, including any lease renewed or extended on behalf of REMIC I-A or REMIC II-A, if REMIC I-A or REMIC II-A, as applicable, has the right to renegotiate the terms of such lease.

“Non-Class PO Percentage”: With respect to each Mortgage Loan, 100% less the related Class PO Percentage.

“Nonrecoverable P&I Advance”: Any P&I Advance previously made or proposed to be made in respect of a Mortgage Loan or REO Property that, in the good faith business judgment of the Master Servicer, will not or, in the case of a proposed P&I Advance, would not be ultimately recoverable from related late payments, Insurance Proceeds or Liquidation Proceeds on such Mortgage Loan or REO Property as provided herein.

“Non-United States Person”: Any Person other than a United States Person.

“Notional Amount”: For any date of determination and the Class II-XS1 Certificates, an amount equal to the product of the aggregate Scheduled Principal Balance of the Group II-1 Mortgage Loans that have Expense Adjusted Mortgage Rates equal to or greater than 6.000% per annum. For federal income tax purposes, the Class II-XS1 Certificates will not have a Notional Amount, but will be entitled to 100% of amounts distributed on REMIC II-B Regular Interest LT-IO1. For any date of determination and the Class II-XS2 Certificates, an amount equal to the product of the aggregate Scheduled Principal Balance of the Group II-2 Mortgage Loans that have Expense Adjusted Mortgage Rates equal to or greater than 5.500% per annum. For federal income tax purposes, the Class II-XS2 Certificates will not have a Notional Amount, but will be entitled to 100% of amounts distributed on REMIC II-B Regular Interest LT-IO2.

“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 Seller or the Depositor, as applicable; with respect to the Master Servicer, any officer who is authorized to act for the Master Servicer in matters relating to this Agreement, and whose action is binding upon the Master Servicer, initially including those individuals whose names appear on the list of authorized officers delivered at the closing.

“Opinion of Counsel”: A written opinion of counsel, who may, without limitation, be salaried counsel for the Depositor, the Master Servicer or the Trust Administrator acceptable to the Trustee, if such opinion is delivered to the Trustee, or reasonably acceptable to the Trust Administrator, if such opinion is delivered to the Trust Administrator, except that any opinion of counsel relating to (a) the qualification of any Trust REMIC as a REMIC or (b) compliance with the REMIC Provisions must be an opinion of Independent counsel.

“Original Mortgage Loan”: Any Mortgage Loan included in the Trust Fund as of the Closing Date.

“Originator”: Countrywide, Quicken, Mortgage IT, Wells Fargo or CitiMortgage, as applicable.

“Overcollateralized Amount”: As to any Distribution Date and the Group I Class A Certificates or the Group II Class A Certificates, as applicable, an amount equal to the sum of the Undercollateralized Amounts for the Classes of Class A Certificates relating to the same Collateral Pool.

“Overcollateralized Loan Group”: With respect to the Class A Certificates relating to any Collateral Pool, as to any Distribution Date on which there are one or more Undercollateralized Loan Groups within such Collateral Pool, any Loan Group or Subgroup within such Collateral Pool for which there is no Undercollateralized Amount.