POOLING AND SERVICING AGREEMENT

Pooling and Servicing Agreement

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CITIGROUP MORTGAGE LOAN TRUST INC. | CITIMORTGAGE, INC. | CITIBANK, N.A. | U.S. BANK NATIONAL ASSOCIATION

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Title: POOLING AND SERVICING AGREEMENT
Governing Law: New York Date: 4/26/2005

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 March 1, 2005

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

Mortgage Pass-Through Certificates

Series 2005-1

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TABLE OF CONTENTS

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SECTION PAGE

------- ----

ARTICLE I DEFINITIONS 5

SECTION 1.01 Defined Terms.............................................................................5

SECTION 1.02 Allocation of Certain Interest Shortfalls................................................67

ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES 67

SECTION 2.01 Conveyance of Mortgage Loans.............................................................67

SECTION 2.02 Acceptance of the Trust Fund by the Trustee..............................................71

SECTION 2.03 Repurchase or Substitution of Mortgage Loans by the Seller or the Depositor..............72

SECTION 2.04 Reserved.................................................................................75

SECTION 2.05 Representations, Warranties and Covenants of the Master Servicer.........................75

SECTION 2.06 Issuance of the Certificates.............................................................77

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

Trustee..................................................................................77

ARTICLE III ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS 78

SECTION 3.01 Master Servicer to Act as Master Servicer................................................78

SECTION 3.02 Sub-Servicing Agreements Between the Master Servicer and Sub-Servicers...................80

SECTION 3.03 Successor Sub-Servicers..................................................................81

SECTION 3.04 Liability of the Master Servicer.........................................................82

SECTION 3.05 No Contractual Relationship Between Sub-Servicers and Trustee, Trust Administrator

or Certificateholders....................................................................82

SECTION 3.06 Assumption or Termination of Sub-Servicing Agreements by Trustee.........................82

SECTION 3.07 Collection of Certain Mortgage Loan Payments.............................................83

SECTION 3.08 Sub-Servicing Accounts...................................................................83

SECTION 3.09 Collection of Taxes, Assessments and Similar Items; Servicing Accounts...................84

SECTION 3.10 Collection Account and Distribution Account..............................................85

SECTION 3.11 Withdrawals from the Collection Account and Distribution Account.........................87

SECTION 3.12 Investment of Funds in the Collection Account and the Distribution Account...............89

SECTION 3.13 Maintenance of the Primary Mortgage Insurance Policies; Collections Thereunder...........90

SECTION 3.14 Maintenance of Hazard Insurance and Errors and Omissions and Fidelity Coverage...........91

SECTION 3.15 Enforcement of Due-On-Sale Clauses; Assumption Agreements................................93

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SECTION 3.16 Realization Upon Defaulted Mortgage Loans................................................94

SECTION 3.17 Trustee to Cooperate; Release of Mortgage Files..........................................95

SECTION 3.18 Servicing Compensation...................................................................97

SECTION 3.19 Reports to the Trust Administrator; Collection Account Statements........................97

SECTION 3.20 Statement as to Compliance...............................................................98

SECTION 3.21 Independent Public Accountants' Servicing Report.........................................98

SECTION 3.22 Access to Certain Documentation..........................................................99

SECTION 3.23 Title, Management and Disposition of REO Property........................................99

SECTION 3.24 Obligations of the Master Servicer in Respect of Prepayment Interest Shortfalls.........102

SECTION 3.25 Obligations of the Master Servicer in Respect of Monthly Payments.......................102

ARTICLE IV PAYMENTS TO CERTIFICATEHOLDERS 103

SECTION 4.01 Distributions..........................................................................103

SECTION 4.02 Statements to Certificateholders........................................................109

SECTION 4.03 Remittance Reports; P&I Advances........................................................112

SECTION 4.04 Allocation of Extraordinary Trust Fund Expenses and Realized Losses.....................114

SECTION 4.05 Compliance with Withholding Requirements................................................117

SECTION 4.06 Commission Reporting....................................................................117

SECTION 4.07 Distributions and Allocations of Realized Losses on the REMIC II-A Regular

Interests and the REMIC III-A Regular Interests.........................................118

ARTICLE V THE CERTIFICATES 119

SECTION 5.01 The Certificates........................................................................119

SECTION 5.02 Registration of Transfer and Exchange of Certificates...................................121

SECTION 5.03 Mutilated, Destroyed, Lost or Stolen Certificates.......................................126

SECTION 5.04 Persons Deemed Owners...................................................................126

SECTION 5.05 Certain Available Information...........................................................127

ARTICLE VI THE DEPOSITOR AND THE MASTER SERVICER 127

SECTION 6.01 Liability of the Depositor and the Master Servicer......................................127

SECTION 6.02 Merger or Consolidation of the Depositor or the Master Servicer.........................127

SECTION 6.03 Limitation on Liability of the Depositor, the Master Servicer and Others................128

SECTION 6.04 Limitation on Resignation of the Master Servicer........................................129

SECTION 6.05 Rights of the Depositor in Respect of the Master Servicer...............................129

ARTICLE VII DEFAULT 130

SECTION 7.01 Master Servicer Events of Default.......................................................130

SECTION 7.02 Trustee to Act; Appointment of Successor................................................132

SECTION 7.03 Notification to Certificateholders......................................................133

SECTION 7.04 Waiver of Master Servicer Events of Default.............................................134

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ARTICLE VIII CONCERNING THE TRUSTEE, THE TRUST ADMINISTRATOR, THE PAYING AGENT,

THE CERTIFICATE REGISTRAR AND THE AUTHENTICATING AGENT

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SECTION 8.01 Duties of Trustee, Trust Administrator and Others.......................................134

SECTION 8.02 Certain Matters Affecting the Trustee, the Trust Administrator and Others...............136

SECTION 8.03 Trustee, Trust Administrator and Others not Liable for Certificates or Mortgage

Loans...................................................................................138

SECTION 8.04 Trustee, Trust Administrator and Others May Own Certificates............................139

SECTION 8.05 Trustee's, Trust Administrator's, Paying Agent's, Authenticating Agent's,

Certificate Registrar's and Custodians' Fees and Expenses...............................139

SECTION 8.06 Eligibility Requirements for Trustee and Trust Administrator............................140

SECTION 8.07 Resignation and Removal of the Trustee and the Trust Administrator......................140

SECTION 8.08 Successor Trustee or Trust Administrator................................................142

SECTION 8.09 Merger or Consolidation of Trustee or Trust Administrator...............................142

SECTION 8.10 Appointment of Co-Trustee or Separate Trustee...........................................142

SECTION 8.11 [intentionally omitted].................................................................143

SECTION 8.12 Appointment of Office or Agency.........................................................143

SECTION 8.13 Representations and Warranties..........................................................144

SECTION 8.14 Appointment and Removal of Paying Agent, Authenticating Agent and Certificate

Registrar...............................................................................145

SECTION 8.15 No Trustee Liability for Actions or Inactions of Custodians.............................148

ARTICLE IX TERMINATION 148

SECTION 9.01 Termination Upon Repurchase or Liquidation of the Mortgage Loans........................148

SECTION 9.02 Additional Termination Requirements.....................................................151

ARTICLE X REMIC PROVISIONS 152

SECTION 10.01 REMIC Administration....................................................................152

SECTION 10.02 Prohibited Transactions and Activities..................................................156

SECTION 10.03 Master Servicer and Trust Administrator Indemnification.................................156

ARTICLE XI MISCELLANEOUS PROVISIONS 156

SECTION 11.01 Amendment...............................................................................156

SECTION 11.02 Recordation of Agreement; Counterparts..................................................158

SECTION 11.03 Limitation on Rights of Certificateholders..............................................158

SECTION 11.04 Governing Law...........................................................................159

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iii

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SECTION 11.05 Notices.................................................................................159

SECTION 11.06 Severability of Provisions..............................................................160

SECTION 11.07 Notice to Rating Agencies...............................................................160

SECTION 11.08 Article and Section References..........................................................161

SECTION 11.09 Grant of Security Interest..............................................................161

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EXHIBITS

--------

Exhibit A-1 Form of Class I-A1A Certificate

Exhibit A-2 Form of Class I-A1B Certificate

Exhibit A-3 Form of Class I-B1 Certificate

Exhibit A-4 Form of Class I-B2 Certificate

Exhibit A-5 Form of Class I-B3 Certificate

Exhibit A-6 Form of Class I-B4 Certificate

Exhibit A-7 Form of Class I-B5 Certificate

Exhibit A-8 Form of Class I-B6 Certificate

Exhibit A-9 Form of Class I-R Certificate

Exhibit A-10 Form of Class II-A1A Certificate

Exhibit A-11 Form of Class II-A1B Certificate

Exhibit A-12 Form of Class II-A2A Certificate

Exhibit A-13 Form of Class II-A2B Certificate

Exhibit A-14 Form of Class II-B1 Certificate

Exhibit A-15 Form of Class II-B2 Certificate

Exhibit A-16 Form of Class II-B3 Certificate

Exhibit A-17 Form of Class II-B4 Certificate

Exhibit A-18 Form of Class II-B5 Certificate

Exhibit A-19 Form of Class II-B6 Certificate

Exhibit A-20 Form of Class II-R Certificate

Exhibit A-21 Form of Class III-A1 Certificate

Exhibit A-22 Form of Class III-A2 Certificate

Exhibit A-23 Form of Class III-XS Certificate

Exhibit A-24 Form of Class III-PO Certificate

Exhibit A-25 Form of Class III-B1 Certificate

Exhibit A-26 Form of Class III-B2 Certificate

Exhibit A-27 Form of Class III-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

<PAGE>

This Pooling and Servicing Agreement, is dated and effective

as of March 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

-------

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". The Class I-R Certificates will be the sole class of

"residual interests" in REMIC I for purposes of the REMIC Provisions (as defined

herein). The following table irrevocably sets forth the designation, the

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.

Latest

Initial Certificate Possible Maturity

Designation Pass-Through Rate Principal Balance Date(1)

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

Class I-A1A (2) $ 74,845,000.00 November 2034

Class I-A1B (2) $ 6,340,000.00 November 2034

Class I-B1 (2) $ 3,082,000.00 November 2034

Class I-B2 (2) $ 1,145,000.00 November 2034

Class I-B3 (2) $ 792,000.00 November 2034

Class I-B4 (2) $ 793,000.00 November 2034

Class I-B5 (2) $ 616,000.00 November 2034

Class I-B6 (2) $ 440,875.71 November 2034

Class I-R (2) $ 100.00 November 2034

(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 Class of Certificates.

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

<PAGE>

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.

REMIC II-A Initial Uncertificated Latest Possible

Designation Remittance Rate Balance Maturity Date(1)

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

LT-1A (2) $ 513.37 February 2035

LT-1B (2) $ 9,778.57 February 2035

LT-2A (2) $ 389.41 February 2035

LT-2B (2) $ 7,416.61 February 2035

LT-ZZZ (2) $ 171,933,545.61 February 2035

LT-R (2) $ 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..

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 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-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 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 II-B.

<PAGE>

Pass-Through Initial Aggregate Latest Possible

Designation Rate(2) Certificate Balance Maturity Date(1)

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

Class II-A1A Variable $ 88,007,000.00 February 2035

Class II-A1B Variable $ 4,645,000.00 February 2035

Class II-A2A Variable $ 66,749,000.00 February 2035

Class II-A2B Variable $ 3,523,000.00 February 2035

Class II-B1 Variable $ 3,697,000.00 February 2035

Class II-B2 Variable $ 1,805,000.00 February 2035

Class II-B3 Variable $ 1,204,000.00 February 2035

Class II-B4 Variable $ 946,000.00 February 2035

Class II-B5 Variable $ 859,000.00 February 2035

Class II-B6 Variable $ 516,643.56 February 2035

Class II-R Variable $ 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 Class of Certificates.

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

REMIC III-A

-----------

As provided herein, the Trust Administrator will elect to treat the

segregated pool of assets consisting of the Group III 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 III-A". The Class R-IIIA Residual Interest will be the sole

class of "residual interests" in REMIC III-A for purposes of the REMIC

Provisions (as defined herein). The following table irrevocably sets forth the

designation, the REMIC III-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 III-A Regular

Interests (as defined herein). None of the REMIC III-A Regular Interests will be

certificated.

<PAGE>

REMIC III-A Initial Uncertificated Latest Possible

Designation Remittance Rate Balance Maturity Date(1)

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

LT-1SUB 6.50% $ 123.82 August 2032

LT-1ZZZ 6.50% $ 70,011,941.01 August 2032

LT-2SUB 7.50% $ 31.96 August 2032

LT-2ZZZ 7.50% $ 18,249,606.66 August 2032

LT-IO (2) (3) August 2032

LT-PO 0.00% $ 707,943.00 August 2032

LT-R 6.50% $ 100.00 August 2032

(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 III

Mortgage Loan with the latest maturity date has been designated as the "latest

possible maturity date" for each REMIC III-A Regular Interest.

(2) Calculated in accordance with the definition of "REMIC III-A Remittance

Rate" herein.

(3) REMIC III-A Regular Interest LT-IO will not have an Uncertificated Balance,

but will be entitled to distributions of interest on its Uncertificated Notional

Amount, as defined herein.

REMIC III-B

-----------

As provided herein, the Trust Administrator will elect to treat the

segregated pool of assets consisting of the REMIC III-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

III-B". The Class R-IIIB Residual Interest will be the sole class of "residual

interests" in REMIC III-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 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 III-B.

<PAGE>

Pass-Through Initial Aggregate Latest Possible

Designation Rate Certificate Balance Maturity Date(1)

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

Class III-A1 6.50% $ 68,774,000.00 August 2032

Class III-A2 7.50% $ 17,930,000.00 August 2032

Class III-PO (3) $ 707,944.00 August 2032

Class III-XS (2) (4) August 2032

Class III-B1 Variable (2) $ 445,000.00 August 2032

Class III-B2 Variable (2) $ 1,112,703.45 August 2032

Class III-R 6.50% $ 100.00 August 2032

(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 III

Mortgage Loan with the latest maturity date has been designated as the "latest

possible maturity date" for each Class of Certificates.

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

(3) The Class III-PO Certificates are principal only certificates and will not

have a pass-through rate or accrue interest.

(4) Initial Notional Amount. The Class III-XS Certificates are interest only

certificates and will not have certificate principal balances.

As of the Cut-off Date, the Group I Mortgage Loans had an

aggregate Scheduled Principal Balance equal to $88,053,975.71. As of the Cut-off

Date, the Group II-1 Mortgage Loans had an aggregate Scheduled Principal Balance

equal to $97,785,693.02. As of the Cut-off Date, the Group II-2 Mortgage Loans

had an aggregate Scheduled Principal Balance equal to $74,166,050.54. As of the

Cut-off Date, the Group III Mortgage Loans had an aggregate Scheduled Principal

Balance equal to $88,969,746.45.

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

<PAGE>

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

and each Group II Mortgage Loan.

"Adjusted Rate Cap": With respect to the Group I Certificates

and any Distribution Date, the excess, if any, of the Pass-Through Rate for such

Certificates for such Distribution Date over a fraction expressed as a

percentage, the numerator of which is equal to (x) 12 times the amount of the

Net Deferred Interest for that Distribution Date, and the denominator of which

is the aggregate principal balance of the Group I Mortgage Loans (prior to

taking into account scheduled payments due during the related Due Period and

unscheduled collections during the related Prepayment Period).

"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 and the Group II Mortgage Loans, 0.0200% per annum. With respect

to the Group III Mortgage Loans, 0.0025% 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.

<PAGE>

"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 Loan Group 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

Loan Group II, in each case before reduction for any Realized Losses on such

Distribution Date. With respect to any Distribution Date and the Group III

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 III Senior Certificates for such Distribution Date and the

denominator of which is the sum of (i) the aggregate Scheduled Principal Balance

of the Group III Mortgage Loans, plus (ii) the aggregate Scheduled Principal

Balance of the REO Properties in Loan Group III, in each case before reduction

for any Realized Losses on such Distribution Date.

"Agreement": This Pooling and Servicing Agreement and all

amendments hereof and supplements hereto.

"Applicable Fraction": For each Group III Mortgage Loan that

does not have Mortgage Loan Components, 100%. For each Group III Mortgage Loan

that has Mortgage Loan Components is as follows: (i) for each Group III Mortgage

Loan with an Expense Adjusted Mortgage Rate greater than 6.500% per annum and

less than 7.500% per annum and Subgroup III-A1, a fraction the numerator of

which is (x) 7.500% less the applicable Expense Adjusted Mortgage Rate on such

Mortgage Loan and the denominator of which is (y) 1.000%; and (ii) for each

Group III Mortgage Loan with an Expense Adjusted Mortgage Rate greater than

6.500% per annum and less than 7.500% per annum and Subgroup III-A2, 100.00%

less a fraction the numerator of which is (x) 7.500% less the applicable Expense

Adjusted Mortgage Rate on such Mortgage Loan and the denominator of which is (y)

1.000%.

"Assignment": An assignment of Mortgage, notice of transfer or

equivalent instrument, in recordable form, which is sufficient under the laws of

the jurisdiction wherein the related Mortgaged Property is located to reflect of

record the sale of the Mortgage.

"Available Distribution Amount": The sum of the Group I

Available Distribution Amount, the Group II-1 Available Distribution Amount, the

Group II-2 Available Distribution Amount, the Subgroup III-A1 Available

Distribution Amount and the Subgroup III-A2 Available Distribution Amount. With

respect to a Loan Group or Subgroup, the Group I Available Distribution Amount,

the Group II-1 Available Distribution Amount, the Group II-2 Available

Distribution Amount, the Subgroup III-A1 Available Distribution Amount or the

Subgroup III-A2 Available Distribution Amount, as applicable.

<PAGE>

"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)

$100,000 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, the Class II-B3 Certificates and the Class III-B1

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 2005-1, issued under this

Agreement.

"Certificate Factor": With respect to any Class of

Certificates (other than the Class III-XS 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 III-XS

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 III Mortgage Loans, and the

<PAGE>

denominator of which is the aggregate Scheduled Principal Balance of the Group

III Mortgage Loans 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 III-XS 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), and increased by (c) the amount of Net Deferred Interest

allocable to such Certificate. 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 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 the 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.

<PAGE>

"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-A1A Certificate": Any one of the Class I-A1A

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 for purposes of the REMIC

Provisions.

"Class I-A1B Certificate": Any one of the Class I-A1B

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 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-3

and evidencing a Regular Interest in REMIC I 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-4

and evidencing a Regular Interest in REMIC I 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.

<PAGE>

"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-5

and evidencing a Regular Interest in REMIC I 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-6

and evidencing a Regular Interest in REMIC I 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-7

and evidencing a Regular Interest in REMIC I 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-8

and evidencing a Regular Interest in REMIC I 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

<PAGE>

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-9

and evidencing the Residual Interest in REMIC I.

"Class II-A1A Certificate": Any one of the Class II-A1A

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 II-B for purposes of the REMIC

Provisions.

"Class II-A1B Certificate": Any one of the Class II-A1B

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 II-B for purposes of the REMIC

Provisions.

"Class II-A2A Certificate": Any one of the Class II-A2A

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 II-B for purposes of the REMIC

Provisions.

"Class II-A2B Certificate": Any one of the Class II-A2B

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 II-B 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-14

and evidencing a Regular Interest in REMIC II-B 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-15

and evidencing a Regular Interest in REMIC II-B for purposes of the REMIC

Provisions.

<PAGE>

"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-16

and evidencing a Regular Interest in REMIC II-B 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-17

and evidencing a Regular Interest in REMIC II-B 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-18

and evidencing a Regular Interest in REMIC II-B 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.

<PAGE>

"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-19

and evidencing a Regular Interest in REMIC II-B 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-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-20

and evidencing ownership of the Class R-IIA Interest and Class R-IIB Interest.

"Class III-A1 Certificate": Any one of the Class III-A1

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 III-B for purposes of the REMIC

Provisions.

"Class III-A2 Certificate": Any one of the Class III-A2

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 III-B for purposes of the REMIC

Provisions.

"Class III-B1 Certificate": Any one of the Class III-B1

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 III-B for purposes of the REMIC

Provisions.

"Class III-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

III-B1 Certificates immediately prior to such date over the aggregate amount, if

any, payable to the Holders of the Class III-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 III Subordinate Certificates

immediately prior to such date.

"Class III-B2 Certificate": Any one of the Class III-B2

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 III-B for purposes of the REMIC

Provisions.

<PAGE>

"Class III-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

III-B2 Certificates immediately prior to such date over the aggregate amount, if

any, payable to the Holders of the Class III-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 III Subordinate Certificates

immediately prior to such date.

"Class III-PO Certificate": The Class III-PO 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 III-B for purposes of the REMIC

Provisions.

"Class III-XS Certificate": The Class III-XS 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 III-B for purposes of the REMIC

Provisions.

"Class III-R Certificate": Any one of the Class III-R

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 ownership of the Class R-IIIA Interest and Class R-IIIB Interest

for purposes of the REMIC Provisions.

"Class A Certificates": The Group I Class A Certificates, the

Group II Class A Certificates and the Group III Class A Certificates.

"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, the Class II-B6 Percentage, Class

III-B1 Percentage and the Class III-B2 Percentage.

"Class PO Mortgage Loan": Each Group III Mortgage Loan with an

Expense Adjusted Mortgage Rate below 6.50% per annum.

"Class PO Percentage": With respect to each Class PO Mortgage

Loan in Loan Group III, the quotient, expressed as a percentage, not less than

zero, of (i) 6.500% minus the related Expense Adjusted Mortgage Rate divided by

(ii) 6.500%. With respect to each other Mortgage Loan in the Trust Fund, 0%.

"Class PO Principal Distribution Amount": For any Distribution

Date and the Class III-PO Certificates, an amount equal to the lesser of (i) the

Subgroup III-A1 Available Distribution Amount and the Subgroup III-A2 Available

Distribution Amount remaining after distribution of the Interest Distribution

Amounts to the related Classes of Senior Certificates and (ii) the aggregate of:

(a) the sum of the following:

<PAGE>

(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 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 Class PO Mortgage Loan during the related Prepayment

Period;

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 Class III-PO

Certificates) to the extent of the principal portion of all Liquidation

Proceeds with respect to such related Class PO Mortgage Loan; and

<PAGE>

(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 Class III-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-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-IIIA Residual Interest": The uncertificated Residual

Interest in REMIC III-A.

"Class R-IIIB Residual Interest": The uncertificated Residual

Interest in REMIC III-B.

"Class XS Mortgage Loan": Each Group III Mortgage Loan with an

Expense Adjusted Mortgage Rate equal to or greater than 7.50% per annum.

"Closing Date": March 31, 2005.

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

"Collateral Pool": Any of Collateral Pool I, Collateral Pool

II or Collateral Pool III.

"Collateral Pool I": The Mortgage Loans in Loan Group I.

"Collateral Pool II": The Mortgage Loans in Loan Group II.

"Collateral Pool III": The Mortgage Loans in Loan Group III.

"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 2005-1."

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

<PAGE>

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, 3rd 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, 14th 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 II, any Distribution Date on which there is an Undercollateralized Loan

Group and Overcollateralized Loan Group 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

<PAGE>

the Mortgage Files. The initial Custodian is Citibank West, FSB. 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,

March 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.

"Deferred Interest": With respect to any Negative Amortization

Mortgage Loan and any Distribution Date and the related Due Date, the excess, if

any, of the amount of interest accrued on such Mortgage Loan from the preceding

Due Date to such Due Date over the Monthly Payment due for such Due Date.

"Deficient Valuation": With respect to any Mortgage Loan, a

valuation of the related Mortgaged Property by a court of competent jurisdiction

in an amount less than the then outstanding principal balance of the Mortgage

Loan, which valuation results from a proceeding initiated under the Bankruptcy

Code.

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

"Deleted Mortgage Loan": A Mortgage Loan replaced or to be

replaced by a Qualified 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

<PAGE>

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

18th day; provided, however, that 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, 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.

<PAGE>

"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 2005-1." 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 April 2005.

"Diverted Interest Amount": With respect to Collateral Pool II

or Collateral Pool III 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 and any other unpaid interest

shortfalls on the Class A Certificates related to the applicable

Undercollateralized Loan Group, 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).

"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.

<PAGE>

"Excess Loss": Any Excess Bankruptcy Loss, Excess Special

Hazard Loss, Excess Fraud Loss or Extraordinary Loss.

"Excess Special Hazard Loss": Any Special Hazard Loss, or

portion thereof, that exceeds the then applicable Special Hazard Amount.

"Expense Adjusted Mortgage Rate": With respect to any Mortgage

Loan (or the related REO Property) as of any date of determination, a per annum

rate of interest equal to the then applicable Mortgage Rate for such Mortgage

Loan minus the sum of 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.

<PAGE>

"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

<PAGE>

Certificates are reduced to zero, the Fraud Loss Amount with respect to

Collateral Pool II shall be zero.

With respect to Collateral Pool III, as of any date of

determination after the Cut-off Date, an amount equal to: (X) prior to the third

anniversary of the Cut-off Date, 1.00% of the aggregate outstanding principal

balance of the Group III Mortgage Loans as of the Cut-off Date minus the

aggregate amount of Fraud Losses on the Group III 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 third

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) 0.50% of the aggregate

outstanding principal balance of the Group III Mortgage Loans as of the most

recent anniversary of the Cut-off Date minus (2) the Fraud Losses on the Group

III 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 III 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 III 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 Available Distribution Amount": With respect to any

Distribution Date and the Group I Mortgage Loans, an amount equal to the excess

of (i) the sum attributable to such Mortgage Loans of (a) the aggregate of the

Monthly Payments due on or before the Due Date relating to such Distribution

Date and received by the 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 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 Payments 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,

<PAGE>

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.

"Group I Certificates": The Group I Senior Certificates and

the Group I Subordinate Certificates.

"Group I Mortgage Loans": Each mortgage loan identified as

such on the attached Mortgage Loan Schedule.

"Group I Senior Certificates": The Class I-A1A Certificates,

the Class I-A1B Certificates and the Class I-R Certificates.

"Group I Senior Percentage": With respect to any Distribution

Date and the Class I-A1A Certificates and Class I-A1B 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-A1A Certificates and Class I-A1B Certificates for such Distribution

Date over the aggregate amount, if any, payable to the Holders of the Class

I-A1A Certificates and Class I-A1B Certificates on such date pursuant to clause

(d) of the definition of "Senior Principal Distribution Amount," and the

denominator of which is the sum of (i) the aggregate Scheduled Principal Balance

of the Group I Mortgage Loans, plus (ii) the aggregate Scheduled Principal

Balance of the REO Properties in Loan Group I, in each case before reduction for

any Realized Losses on such Distribution Date.

"Group I Senior Prepayment Percentage": With respect to any

Distribution Date and the Class I-A1A Certificates and Class I-A1B Certificates

within the range indicated below, the percentage as indicated below:

DISTRIBUTION DATE GROUP I SENIOR PREPAYMENT PERCENTAGE

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

April 2005 through March 2015 100%

April 2015 through March 2016 Group I Senior Percentage, plus 70% of the

Group I Subordinate Percentage

April 2016 through March 2017 Group I Senior Percentage, plus 60% of the

Group I Subordinate Percentage

April 2017 through March 2018 Group I Senior Percentage, plus 40% of the

Group I Subordinate Percentage

April 2018 through March 2019 Group I Senior Percentage, plus 20% of the

Group I Subordinate Percentage

April 2019 and thereafter Group I Senior Percentage;

PROVIDED, HOWEVER, no reduction to the Group I Senior Prepayment Percentage

described above shall be made as of any Distribution Date unless (i) the

outstanding principal balance of the

<PAGE>

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 Senior Prepayment Percentage will be the greater of (x) the Group I

Senior Prepayment Percentage for such Distribution Date or (y) the Group I

Senior Prepayment Percentage for the immediately preceding Distribution Date.

Notwithstanding the above, if on any Distribution Date (a) the

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 March 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 March 2008,

cumulative Realized Losses on the Group I Mortgage Loans as of the end of the

related Prepayment Period do not exceed 30% of the initial aggregate Certificate

Principal Balance of the Group I Subordinate Certificates, then the Group I

Senior Prepayment Percentage for such Distribution Date will equal the Group I

Senior Percentage plus 50% of the Group I Subordinate Percentage for such

Distribution Date, if such Distribution Date is prior to April 2008, and will

equal the Group I Senior Percentage for such Distribution Date, if such

Distribution Date occurs on or after April 2008.

On any Distribution Date on which the Group I Senior

Percentage exceeds the initial Group I Senior Percentage, the Group I Senior

Prepayment Percentage shall be 100%.

Upon reduction of the Certificate Principal Balances of the

Class I-A1A Certificates and the Class I-A1B Certificates to zero, the Group I

Senior Prepayment Percentage shall be 0%.

"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": 100% minus the Group I

Senior Percentage.

"Group I Subordinate Prepayment Percentage": 100% minus the

Group I 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-A1A

Certificates, Class II-A1B Certificates, Class II-A2A Certificates and the Class

II-A2B Certificates.

<PAGE>

"Group II Mortgage Loans": The Group II-1 Mortgage Loans and

the Group II-2 Mortgage Loans.

"Group II Senior Certificates": The Group II Class A

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 Available Distribution Amount": With respect to

any Distribution Date and the Group II-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 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-1 Available

Distribution Amount for any Distribution Date shall be increased (in the case of

an Undercollateralized Loan Group with respect to Loan Group II-1) or decreased

(in the case of an Overcollateralized Loan Group with respect to Loan Group

II-1) by any applicable Diverted Interest Amount for such Distribution Date.

<PAGE>

"Group II-1 Mortgage Loan": Each Loan identified as such on

the Mortgage Loan Schedule.

"Group II-1 Senior Percentage": With respect to any

Distribution Date and the Class II-A1A Certificates and Class II-A1B

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-A1A Certificates and Class II-A1B

Certificates for such Distribution Date over the aggregate amount, if any,

payable to the Holders of the Class II-A1A Certificates and Class II-A1B

Certificates on such date pursuant to clause (d) of the definition of "Senior

Principal Distribution Amount," and the denominator of which is the sum of (i)

the aggregate Scheduled Principal Balance of the Group II-1 Mortgage Loans, plus

(ii) the aggregate Scheduled Principal Balance of the REO Properties in Loan

Group II-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 II-1 Mortgage Loans, plus (ii) the aggregate Scheduled Principal

Balance of the REO Properties in Loan Group II-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 II-A1A Certificates and

Class II-A1B Certificates for such Distribution Date over the aggregate amount,

if any, payable to the Holders of the Class II-A1A Certificates and Class II-A1B

Certificates on such date pursuant to clause (d) of the definition of "Senior

Principal Distribution Amount," the Group II-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 II-A1A Certificates and Class II-A1B Certificates for such

Distribution Date over the aggregate amount, if any, payable to the Holders of

the Class II-A1A Certificates and Class II-A1B Certificates on such date

pursuant to clause (d) of the definition of "Senior Principal Distribution

Amount," plus (ii) the Group II Overcollateralized Amount, and the denominator

of which is the sum of (i) the aggregate Scheduled Principal Balance of the

Group II-1 Mortgage Loans, plus (ii) the aggregate Scheduled Principal Balance

of the REO Properties in Loan Group II-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 the Class II-A2A Certificates

and Class II-A2B Certificates to zero, the Group II-1 Senior Percentage for the

Class II-A1A Certificates and Class II-A1B 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 II-A1A

Certificates and Class II-A1B Certificates for such Distribution Date over the

aggregate amount, if any, payable to the Holders of the Class II-A1A

Certificates and Class II-A1B Certificates on such date pursuant to clause (d)

of the definition of "Senior Principal Distribution Amount," and the denominator

of which is the sum of (i) the aggregate Scheduled Principal Balance of the

Group II Mortgage Loans, plus (ii) the aggregate Scheduled Principal Balance of

the REO Properties in Loan Group II, in each case before reduction for any

Realized Losses on such Distribution Date.

"Group II-1 Senior Prepayment Percentage": With respect to any

Distribution Date and the Class II-A1A Certificates and Class II-A1B

Certificates within the range indicated below, the percentage as indicated

below:

<PAGE>

DISTRIBUTION DATE GROUP II-1 SENIOR PREPAYMENT PERCENTAGE

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

April 2005 through March 2012 100%

April 2012 through March 2013 Group II-1 Senior Percentage, plus 70% of

the Group II-1 Subordinate Percentage

April 2013 through March 2014 Group II-1 Senior Percentage, plus 60% of

the Group II-1 Subordinate Percentage

April 2014 through March 2015 Group II-1 Senior Percentage, plus 40% of

the Group II-1 Subordinate Percentage

April 2015 through March 2016 Group II-1 Senior Percentage, plus 20% of

the Group II-1 Subordinate Percentage

April 2016 and thereafter Group II-1 Senior Percentage;

PROVIDED, HOWEVER, no reduction to the Group II-1 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 Realized Losses on the Group

II Mortgage Loans to date are greater than the then applicable Trigger Amount,

the Group II-1 Senior Prepayment Percentage will be the greater of (x) the Group

II-1 Senior Prepayment Percentage for such Distribution Date or (y) the Group

II-1 Senior Prepayment Percentage for the immediately preceding Distribution

Date.

Notwithstanding the above, if on any Distribution Date (a) the

Group II Subordinate Percentage, prior to giving effect to any distributions on

such Distribution Date, equals or exceeds two times the initial Group II

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 March 2008, cumulative Realized Losses on the Group II 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 II Subordinate

Certificates and (ii) after the Distribution Date occurring in March 2008,

cumulative Realized Losses on the Group II Mortgage Loans as of the end of the

Prepayment Period do not exceed 30% of the initial aggregate Certificate

Principal Balance of the Group II Subordinate Certificates, then the Group II-1

Senior Prepayment Percentage for such Distribution Date will equal the Group

II-1 Senior Percentage plus 50% of the Group II-1 Subordinate Percentage for

such Distribution Date, if such Distribution Date is prior to April 2008, and

will equal the Group II-1 Senior Percentage for such Distribution Date, if such

Distribution Date occurs on or after April 2008.

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-1 Senior Prepayment Percentage

shall be 100%.

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Upon reduction of the Certificate Principal Balances of the

Class II-A1A Certificates and the Class II-A1B Certificates to zero, the Group

II-1 Senior Prepayment Percentage shall be 0%.

"Group II-1 Subordinate Percentage": 100% minus the Group II-1

Senior Percentage.

"Group II-1 Subordinate Prepayment Percentage": 100% minus the

Group II-1 Senior Prepayment Percentage.

"Group II-2 Available Distribution Amount": With respect to

any Distribution Date and the Group II-2 Mortgage Loans, an amount equal to the