POOLING AND SERVICING AGREEMENT

Pooling and Servicing Agreement

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CITIGROUP MORTGAGE LOAN TRUST INC. | WELLS FARGO BANK, NATIONAL ASSOCIATION | U.S. BANK NATIONAL ASSOCIATION

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Title: POOLING AND SERVICING AGREEMENT
Governing Law: New York Date: 4/23/2004
Law Firm: York City office of Thacher Proffitt & Wood LLP

CITIGROUP MORTGAGE LOAN TRUST INC.

Depositor

WELLS FARGO BANK, NATIONAL ASSOCIATION

Master Servicer

WELLS FARGO BANK, NATIONAL ASSOCIATION

Trust Administrator

and

U.S. BANK NATIONAL ASSOCIATION

Trustee

_________________________________________

POOLING AND SERVICING AGREEMENT

Dated as of March 1, 2004

_________________________________________

Mortgage Pass-Through Certificates

Series 2004-HYB2

<PAGE>

TABLE OF CONTENTS

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

ARTICLE I

DEFINITIONS

1.01. Defined Terms...........................................................3

1.02. Allocation of Certain Interest Shortfalls .............................49

1.03. Rule of Construction...................................................50

ARTICLE II

CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES

2.01. Conveyance of Mortgage Loans...........................................51

2.02. Acceptance of Trust Fund by the Trustee................................54

2.03. Repurchase or Substitution of Mortgage Loans by the Mortgage

Loan Seller, the Underlying Seller or the Depositor....................56

2.04. Reserved...............................................................59

2.05. Representations, Warranties and Covenants of the Master Servicer.......59

2.06. Issuance of the Certificates...........................................61

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

by the Trustee.........................................................61

ARTICLE III

ADMINISTRATION AND SERVICING

OF THE MORTGAGE LOANS

3.01. Master Servicer to Act as Master Servicer..............................62

3.02. [Reserved].............................................................63

3.03. Monitoring of Servicers................................................63

3.04. Fidelity Bond..........................................................64

3.05. Power to Act; Procedures...............................................64

3.06. Due on Sale Clauses; Assumption Agreements.............................65

3.07. Release of Mortgage Files..............................................65

3.08. Documents, Records and Funds in Possession of Master Servicer to be

Held for Trustee.......................................................66

3.09. Standard Hazard Insurance and Flood Insurance Policies.................67

3.10. Presentment of Claims and Collection of Proceeds.......................67

3.11. Maintenance of Primary Mortgage Insurance Policies.....................68

3.12. Trustee to Retain Possession of Certain Insurance Policies

and Documents..........................................................68

3.13. Realization Upon Defaulted Mortgage Loans..............................68

3.14. Compensation for the Master Servicer...................................69

3.15. REO Property...........................................................69

3.16. Annual Officer's Certificate as to Compliance..........................70

3.17. Annual Independent Accountant's Servicing Report.......................70

3.18. Obligations of the Master Servicer in Respect of Prepayment

Interest Shortfalls....................................................71

<PAGE>

3.19. Custodial Account......................................................71

3.20. Master Servicer Collection Account.....................................71

3.21. Permitted Withdrawals and Transfers from the Master Servicer

Collection Account.....................................................73

3.22. Distribution Account...................................................75

3.23. Permitted Withdrawals and Transfers from the Distribution Account......76

3.24. Prohibited Activities With Respect to REO Properties...................76

ARTICLE IV

PAYMENTS TO CERTIFICATEHOLDERS

4.01. Distributions..........................................................78

4.02. Statements to Certificateholders ......................................82

4.03. P&I Advances...........................................................85

4.04. Allocation of Extraordinary Trust Fund Expenses and Realized Losses....86

4.05. Compliance with Withholding Requirements...............................87

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

Regular Interests......................................................87

4.07. Commission Reporting...................................................88

4.08. Excess Diverted Interest Reserve Account...............................89

ARTICLE V

THE CERTIFICATES

5.01. The Certificates.......................................................91

5.02. Registration of Transfer and Exchange of Certificates..................93

5.03. Mutilated, Destroyed, Lost or Stolen Certificates......................98

5.04. Persons Deemed Owners..................................................98

5.05. Certain Available Information..........................................98

ARTICLE VI

THE DEPOSITOR AND THE MASTER SERVICER

6.01. Liability of the Depositor and the Master Servicer....................100

6.02. Merger or Consolidation of the Depositor or the Master Servicer.......100

6.03. Limitation on Liability of the Depositor, the Master

Servicer and Others...................................................100

6.04. Indemnification from the Master Servicer..............................102

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

Master Servicing......................................................103

6.06. Successor Master Servicer.............................................104

6.06. Rights of the Depositor in Respect of the Master Servicer.............104

ARTICLE VII

DEFAULT

7.01. Master Servicer Events of Termination.................................105

iii

<PAGE>

7.02. Trustee to Act; Appointment of Successor.............................107

7.03. Notification to Certificateholders...................................107

7.04. Waiver of Master Servicer Events of Termination......................108

ARTICLE VIII

CONCERNING THE TRUSTEE AND THE TRUST ADMINISTRATOR

8.01. Duties of Trustee and Trust Administrator............................108

8.02. Certain Matters Affecting the Trustee and the Trust Administrator....110

8.03. Neither Trustee nor Trust Administrator Liable for Certificates or

Mortgage Loans.......................................................111

8.04. Trustee and Trust Administrator May Own Certificates.................112

8.05. Trustee's and Trust Administrator's Fees and Expenses................112

8.06. Eligibility Requirements for Trustee and Trust Administrator.........112

8.07. Resignation and Removal of the Trustee and the Trust Administrator...113

8.08. Successor Trustee or Trust Administrator.............................114

8.09. Merger or Consolidation of Trustee or Trust Administrator............114

8.10. Appointment of Co-Trustee or Separate Trustee........................115

8.11. [intentionally omitted] .............................................116

8.12. Appointment of Office or Agency......................................116

8.13. Representations and Warranties.......................................116

8.14. No Trustee Liability for Actions or Inactions of Custodians..........117

ARTICLE IX

TERMINATION

9.01 Termination Upon Repurchase or Liquidation of the Trust Fund.........117

9.02 Additional Termination Requirements..................................119

ARTICLE X

REMIC PROVISIONS

10.01. REMIC Administration.................................................121

10.02. Prohibited Transactions and Activities...............................123

10.03. Indemnification With Respect to Certain Taxes and Loss of

REMIC Status.........................................................123

ARTICLE XI

MISCELLANEOUS PROVISIONS

11.01. Amendment............................................................125

11.02. Recordation of Agreement; Counterparts...............................126

11.03. Limitation on Rights of Certificateholders...........................126

11.04. Governing Law........................................................127

11.05. Notices..............................................................127

11.06. Severability of Provisions...........................................128

<PAGE>

11.07. Notice to Rating Agencies............................................128

11.08. Article and Section References.......................................129

11.09. Grant of Security Interest...........................................129

11.10. Duties of Trust Fund as Owner of Mortgage Loans under

Servicing Agreements.................................................130

11.11. Duties of Custodian..................................................130

EXHIBITS

Exhibit A-1 Form of Class I-A Certificate

Exhibit A-2 Form of Class II-A Certificate

Exhibit A-3 Form of Class III-A Certificate

Exhibit A-4 Form of Class IV-A Certificate

Exhibit A-5 Form of Class B-1 Certificate

Exhibit A-6 Form of Class B-2 Certificate

Exhibit A-7 Form of Class B-3 Certificate

Exhibit A-8 Form of Class B-4 Certificate

Exhibit A-9 Form of Class B-5 Certificate

Exhibit A-10 Form of Class B-6 Certificate

Exhibit A-11 Form of Class R Certificate

Exhibit B Form of each Assignment, Assumption and Recognition Agreement

Exhibit C-1 Form of Trustee's Initial Certification

Exhibit C-2 Form of Trustee's Final Certification

Exhibit C-3 Form of Receipt of Mortgage Note

Exhibit D Form of Mortgage Loan Purchase Agreement

Exhibit E Request for Release

Exhibit F Form of Transferor Representation Letter and Form of Transferee

Representation Letter in Connection with Transfer of Private

Certificates Pursuant to Rule 144A Under the 1933 Act

Exhibit G Form of Certification with respect to ERISA and the Code

Exhibit H Form of Residual Certificate Transfer Affidavit

Exhibit I Form of Master Servicer Certification

Schedule 1 Mortgage Loan Schedule

Schedule 2 Schedule of Servicers and Servicing Agreements

<PAGE>

This Pooling and Servicing Agreement, is dated and effective

as of March 1, 2004, among CITIGROUP MORTGAGE LOAN TRUST INC., as Depositor,

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Master Servicer, WELLS FARGO BANK,

NATIONAL ASSOCIATION, as Trust Administrator, and U.S. BANK NATIONAL ASSOCIATION

, as Trustee.

PRELIMINARY STATEMENT:

The Depositor intends to sell pass-through certificates

(collectively, the "Certificates"), to be issued hereunder in multiple classes,

which in the aggregate will evidence the entire beneficial ownership interest in

the Trust Fund created hereunder.

REMIC I

-------

As provided herein, the Trust Administrator will elect to

treat the segregated pool of assets consisting of the Mortgage Loans and certain

other related assets subject to this Agreement as a REMIC (as defined herein)

for federal income tax purposes, and such segregated pool of assets will be

designated as "REMIC I". The Class R-I Interest will be the sole class of

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

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

Remittance Rate, the initial Uncertificated Balance and, solely for purposes of

satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible

maturity date" for each of the REMIC I Regular Interests (as defined herein).

None of the REMIC I Regular Interests will be certificated.

Initial

REMIC I Regular REMIC I Remittance Uncertificated Latest Possible

Interest Rate Balance Maturity Date(1)

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

LT-1SUB Variable(2) $ 348.37 December 2033

LT-1GRP Variable(2) $ 9,290.17 December 2033

LT-2SUB Variable(2) $ 453.98 December 2033

LT-2GRP Variable(2) $ 12,105.38 December 2033

LT-3SUB Variable(2) $ 539.22 December 2033

LT-3GRP Variable(2) $ 14,380.13 December 2033

LT-4SUB Variable(2) $ 60.94 December 2033

LT-4GRP Variable(2) $ 1,623.14 December 2033

LT-ZZ Variable(2) $373,949,258.44 December 2033

LT-R Variable(2) $ 100.00 December 2033

_______________

(1) Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury

regulations, the Distribution Date immediately following the maturity date

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

the "latest possible maturity date" for each REMIC I Regular Interest.

(2) Calculated in accordance with the definition of "REMIC I Remittance Rate"

herein.

<PAGE>

REMIC II

--------

As provided herein, the Trust Administrator will elect to

treat the segregated pool of assets consisting of the REMIC I Regular Interests

as a REMIC (as defined herein) for federal income tax purposes, and such

segregated pool of assets will be designated as "REMIC II". The Class R-II

Interest will be the sole class of "residual interests" in REMIC II for purposes

of the REMIC Provisions (as defined herein). The following table irrevocably

sets forth the designation, the Pass-Through Rate, the initial Certificate

Principal Balance and, solely for purposes of satisfying Treasury regulation

Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the

Classes of Certificates that evidence "regular interests" or "residual

interests" in REMIC II.

Initial

Aggregate Certificate Latest Possible

Designation Pass-Through Rate Principal Balance Maturity Date(1)

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

Class I-A Variable(2) $ 89,418,000.00 December 2033

Class II-A Variable(2) $116,514,000.00 December 2033

Class III-A Variable(2) $138,409,000.00 December 2033

Class IV-A Variable(2) $ 15,622,000.00 December 2033

Class B-1 Variable(2) $ 5,610,000.00 December 2033

Class B-2 Variable(2) $ 3,366,000.00 December 2033

Class B-3 Variable(2) $ 2,057,000.00 December 2033

Class B-4 Variable(2) $ 1,309,000.00 December 2033

Class B-5 Variable(2) $ 935,000.00 December 2033

Class B-6 Variable(2) $ 748,059.76 December 2033

Class R Variable(2) $ 100.00 December 2033

_______________

(1) Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury

regulations, the Distribution Date immediately following the maturity date

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

the "latest possible maturity date" for each Class of Certificates.

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

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

had an aggregate Scheduled Principal Balance equal to $92,901,652.60. As of the

Cut-off Date, the Original Group II Mortgage Loans had an aggregate Scheduled

Principal Balance equal to $121,053,817.12. As of the Cut-off Date, the Original

Group III Mortgage Loans had an aggregate Scheduled Principal Balance equal to

$143,801,287.68. As of the Cut-off Date, the Original Group IV Mortgage Loans

had an aggregate Scheduled Principal Balance equal to $16,231,402.36.

In consideration of the mutual agreements herein contained,

the Depositor, the Master Servicer, the Trust Administrator and the Trustee

agree as follows:

<PAGE>

ARTICLE I

DEFINITIONS

SECTION 1.01. Defined Terms.

Whenever used in this Agreement, including, without

limitation, in the Preliminary Statement hereto, the following words and

phrases, unless the context otherwise requires, shall have the meanings

specified in this Article. Unless otherwise specified, all calculations

described herein shall be made on the basis of a 360-day year consisting of

twelve 30-day months.

"AAR Agreement": Any one of the Assignment, Assumption and

Recognition Agreements attached hereto as Exhibit B, whereby the servicing of

those Mortgage Loans specified in such Assignment, Assumption & Recognition

Agreement was assigned to the Trustee for the benefit of the Certificateholders.

"Accepted Master Servicing Practices": With respect to any

Mortgage Loan, as applicable, either (x) those customary mortgage loan master

servicing practices of prudent mortgage servicing institutions that master

service mortgage loans of the same type and quality as such Mortgage Loan in the

jurisdiction where the related Mortgaged Property is located, to the extent

applicable to the Master Servicer (except in its capacity as successor to the

Servicer), or (y) as provided in Section 3.01 hereof, but in no event below the

standard set forth in clause (x).

"Administration Fee": The amount payable to the Trust

Administrator on each Distribution Date pursuant to Section 8.05 as compensation

for all services rendered by the Trust Administrator in the execution of the

trust hereby created and in the exercise and performance of any of the powers

and duties of the Trust Administrator hereunder, which amount, with respect to

the Mortgage Loans and REO Properties and for any calendar month, shall be equal

to the Administration Fee Rate accrued for one month on the same principal

amount on which interest on each Mortgage Loan accrues for such calendar month

(or, in the case of an REO Property, on the Scheduled Principal Balance of such

REO Property as of the Due Date for the related Mortgage Loan occurring in the

month prior to the month of such Distribution Date). The fees payable to the

Trustee for all services rendered by it in the exercise and performance of any

of its respective powers and duties hereunder will be paid by the Trust

Administrator on an annual basis from its own funds in accordance with a

separate agreement between the Trust Administrator and the Trustee.

"Administration Fee Rate": 0.0025% per annum.

"Adjustment Date": With respect to each Mortgage Loan, the

first day of the month in which the Mortgage Rate of a Mortgage Loan changes

pursuant to the related Mortgage Note. The first Adjustment Date following the

Cut-off Date as to each Mortgage Loan is set forth in the Mortgage Loan

Schedule.

"Affiliate": With respect to any specified Person, any other

Person controlling or controlled by or under common control with such specified

Person. For the purposes of this definition, "control" when used with respect to

any specified Person means the power to direct the

<PAGE>

management and policies of such Person, directly or indirectly, whether through

the ownership of voting securities, by contract or otherwise and the terms

"controlling" and "controlled" have meanings correlative to the foregoing.

"Agreement": This Pooling and Servicing Agreement and all

amendments hereof and supplements hereto.

"Aggregate Senior Percentage": With respect to any

Distribution Date and the Class A Certificates, the lesser of (a) 100% and (b) a

fraction, expressed as a percentage, the numerator of which is the aggregate

Certificate Principal Balance of the Class A Certificates and Residual

Certificates for such Distribution Date and the denominator of which is the sum

of (i) the aggregate Scheduled Principal Balance of the Mortgage Loans, plus

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

case before reduction for any Realized Losses on such Distribution Date.

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

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

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

record the sale of the Mortgage.

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

Available Distribution Amount, the Group II Available Distribution Amount, the

Group III Available Distribution Amount and the Group IV Available Distribution

Amount.

"Bankruptcy Amount": As of any date of determination, an

amount equal to the excess, if any, of (A) $100,000 over (B) the aggregate

amount of Bankruptcy Losses allocated solely to the Subordinate Certificates in

accordance with Section 4.04.

"Bankruptcy Code": The Bankruptcy Reform Act of 1978 (Title 11

of the United States Code), as amended.

"Bankruptcy Loss": With respect to any Mortgage Loan, a

Realized Loss resulting from a Deficient Valuation or Debt Service Reduction.

"Book-Entry Certificate": Any Certificate registered in the

name of the Depository or its nominee. Initially, the Book-Entry Certificates

will be the Class A Certificates, the Class B-1 Certificates, the Class B-2

Certificates and the Class B-3 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 any state of the United

States in which a Servicer conducts its business of servicing the related

Mortgage Loans, the State of Maryland or the State of New York, or in any city

in which the Corporate Trust Office of the Trustee or the Corporate Trust Office

of the Trust Administrator is located are authorized or obligated by law or

executive order to be closed.

<PAGE>

"Certificate": Any one of the Citigroup Mortgage Loan Trust

Inc., Mortgage Pass- Through Certificates, Series 2004-HYB2, issued under this

Agreement.

"Certificate Factor": With respect to any Class of

Certificates as of any Distribution Date, a fraction, expressed as a decimal

carried to six places, the numerator of which is the Certificate Principal

Balance of such Class of Certificates on such Distribution Date (after giving

effect to any distributions of principal and allocations of Realized Losses and

Extraordinary Trust Fund Expenses in reduction of the Certificate Principal

Balance of such Class of Certificates to be made on such Distribution Date), and

the denominator of which is the initial Certificate Principal Balance of such

Class of Certificates as of the Closing Date.

"Certificateholder" or "Holder": The Person in whose name a

Certificate is registered in the Certificate Register, except that a

Disqualified Organization or a Non-United States Person shall not be a Holder of

a Residual Certificate for any purposes hereof and, solely for the purposes of

giving any consent pursuant to this Agreement, any Certificate registered in the

name of the Depositor or the Master Servicer or any Affiliate thereof shall be

deemed not to be outstanding and the Voting Rights to which it is entitled shall

not be taken into account in determining whether the requisite percentage of

Voting Rights necessary to effect any such consent has been obtained, except as

otherwise provided in Section 11.01. The Trustee and the Trust Administrator may

conclusively rely upon a certificate of the Depositor or the Master Servicer in

determining whether a Certificate is held by an Affiliate thereof. All

references herein to "Holders" or "Certificateholders" shall reflect the rights

of Certificate Owners as they may indirectly exercise such rights through the

Depository and participating members thereof, except as otherwise specified

herein; provided, however, that the Trustee and the Trust Administrator shall be

required to recognize as a "Holder" or "Certificateholder" only the Person in

whose name a Certificate is registered in the Certificate Register.

"Certificate Owner": With respect to a Book-Entry Certificate,

the Person who is the beneficial owner of such Certificate as reflected on the

books of the Depository or on the books of a Depository Participant or on the

books of an indirect participating brokerage firm for which a Depository

Participant acts as agent.

"Certificate Principal Balance": With respect to any

Certificate as of any date of determination, the Certificate Principal Balance

of such Certificate on the Distribution Date immediately prior to such date of

determination plus any Subsequent Recoveries added to the Certificate Principal

Balance of such Certificate pursuant to Section 4.01, reduced by the aggregate

of (a) all distributions of principal made thereon on such immediately prior

Distribution Date and (b) without duplication of amounts described in clause (a)

above, reductions in the Certificate Principal Balance thereof in connection

with allocations thereto of Realized Losses on the Mortgage Loans and

Extraordinary Trust Fund Expenses on such immediately prior Distribution Date

(or, in the case of any date of determination up to and including the initial

Distribution Date, the initial Certificate Principal Balance of such

Certificate, as stated on the face thereof). The Certificate Principal Balance

of any Class of Certificates as of any date of determination is equal to the

aggregate of the Certificate Principal Balances of the Certificates of such

Class. Notwithstanding any of the foregoing, the Certificate Principal Balance a

Subordinate Certificate of the Class of Subordinate Certificates outstanding

with the highest numerical designation at any given time shall

<PAGE>

not be greater than the Percentage Interest evidenced by such Certificate

multiplied by the excess, if any, of (A) the then aggregate Stated Principal

Balance of the Mortgage Loans over (B) the then aggregate Certificate Principal

Balances of all other Classes of Certificates then outstanding.

"Certificate Register": The register maintained pursuant to

Section 5.02.

"Class": Collectively, all of the Certificates bearing the

same class designation.

"Class A Certificates": Any Class I-A Certificate, Class II-A

Certificate, Class III-A Certificate or Class IV-A Certificate.

"Class I-A Certificate": Any one of the Class I-A Certificates

executed, authenticated and delivered by the Trust Administrator, substantially

in the form annexed hereto as Exhibit A-1 and evidencing a Regular Interest in

REMIC II for purposes of the REMIC Provisions.

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

Certificates executed, authenticated and delivered by the Trust Administrator,

substantially in the form annexed hereto as Exhibit A-2 and evidencing a Regular

Interest in REMIC II for purposes of the REMIC Provisions.

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

Certificates executed, authenticated and delivered by the Trust Administrator,

substantially in the form annexed hereto as Exhibit A-3 and evidencing a Regular

Interest in REMIC II for purposes of the REMIC Provisions.

"Class IV-A Certificate": Any one of the Class IV-A

Certificates executed, authenticated and delivered by the Trust Administrator,

substantially in the form annexed hereto as Exhibit A-4 and evidencing a Regular

Interest in REMIC II for purposes of the REMIC Provisions.

"Class A Principal Adjustment Amount": As to any Distribution

Date on which the Certificate Principal Balance of any Class of Class A

Certificates has been reduced to zero, any remaining prepayments and recoveries

of principal collected in respect of the Mortgage Loans (and, with respect to

any Distribution Date on which the aggregate Certificate Principal Balance of

the Subordinate Certificates has been reduced to zero, any remaining scheduled

payments of principal in respect of the Mortgage Loans) in such Loan Group.

"Class B Percentage": Any one of the Class B-1 Percentage, the

Class B-2 Percentage, the Class B-3 Percentage, the Class B-4 Percentage, the

Class B-5 Percentage or the Class B-6 Percentage.

"Class B-1 Certificate": Any one of the Class B-1 Certificates

executed, authenticated and delivered by the Trust Administrator, substantially

in the form annexed hereto as Exhibit A-5 and evidencing a Regular Interest in

REMIC II for purposes of the REMIC Provisions.

"Class B-1 Percentage": With respect to any Distribution Date,

a fraction, expressed as a percentage, the numerator of which is the excess, if

any, of the Certificate Principal Balance of the Class B-1 Certificates

immediately prior to such date over the aggregate amount, if any, payable to the

Holders of the Class B-1 Certificates on such date pursuant to Section

4.01(b)(i)(Z), and the

<PAGE>

denominator of which is the aggregate Certificate Principal Balance of the

Subordinate Certificates immediately prior to such date.

"Class B-2 Certificate": Any one of the Class B-2 Certificates

executed, authenticated and delivered by the Trust Administrator, substantially

in the form annexed hereto as Exhibit A-6 and evidencing a Regular Interest in

REMIC II for purposes of the REMIC Provisions.

"Class B-2 Percentage": With respect to any Distribution Date,

a fraction, expressed as a percentage, the numerator of which is the excess, if

any, of the Certificate Principal Balance of the Class B-2 Certificates

immediately prior to such date over the aggregate amount, if any, payable to the

Holders of the Class B-2 Certificates on such date pursuant to Section

4.01(b)(i)(Z), and the denominator of which is the aggregate Certificate

Principal Balance of the Subordinate Certificates immediately prior to such

date.

"Class B-3 Certificate": Any one of the Class B-3 Certificates

executed, authenticated and delivered by the Trust Administrator, substantially

in the form annexed hereto as Exhibit A-7 and evidencing a Regular Interest in

REMIC II for purposes of the REMIC Provisions.

"Class B-3 Percentage": With respect to any Distribution Date,

a fraction, expressed as a percentage, the numerator of which is the excess, if

any, of the Certificate Principal Balance of the Class B-3 Certificates

immediately prior to such date over the aggregate amount, if any, payable to the

Holders of the Class B-3 Certificates on such date pursuant to Section

4.01(b)(i)(Z), and the denominator of which is the aggregate Certificate

Principal Balance of the Subordinate Certificates immediately prior to such

date.

"Class B-4 Certificate": Any one of the Class B-4 Certificates

executed, authenticated and delivered by the Trust Administrator, substantially

in the form annexed hereto as Exhibit A-8 and evidencing a Regular Interest in

REMIC II for purposes of the REMIC Provisions.

"Class B-4 Percentage": With respect to any Distribution Date,

a fraction, expressed as a percentage, the numerator of which is the excess, if

any, of the Certificate Principal Balance of the Class B-4 Certificates

immediately prior to such date over the aggregate amount, if any, payable to the

Holders of the Class B-4 Certificates on such date pursuant to Section

4.01(b)(i)(Z), and the denominator of which is the aggregate Certificate

Principal Balance of the Subordinate Certificates immediately prior to such

date.

"Class B-5 Certificate": Any one of the Class B-5 Certificates

executed, authenticated and delivered by the Trust Administrator, substantially

in the form annexed hereto as Exhibit A-9 and evidencing a Regular Interest in

REMIC II for purposes of the REMIC Provisions.

"Class B-5 Percentage": With respect to any Distribution Date,

a fraction, expressed as a percentage, the numerator of which is the excess, if

any, of the Certificate Principal Balance of the Class B-5 Certificates

immediately prior to such date over the aggregate amount, if any, payable to the

Holders of the Class B-5 Certificates on such date pursuant to Section

4.01(b)(i)(Z), and the denominator of which is the aggregate Certificate

Principal Balance of the Subordinate Certificates immediately prior to such

date.

<PAGE>

"Class B-6 Certificate": Any one of the Class B-6 Certificates

executed, authenticated and delivered by the Trust Administrator, substantially

in the form annexed hereto as Exhibit A-10 and evidencing a Regular Interest in

REMIC II for purposes of the REMIC Provisions.

"Class B-6 Percentage": With respect to any Distribution Date,

a fraction, expressed as a percentage, the numerator of which is the excess, if

any, of the Certificate Principal Balance of the Class B-6 Certificates

immediately prior to such date over the aggregate amount, if any, payable to the

Holders of the Class B-6 Certificates on such date pursuant to Section

4.01(b)(i)(Z), and the denominator of which is the aggregate Certificate

Principal Balance of the Subordinate Certificates immediately prior to such

date.

"Class R Certificate": Any one of the Class R Certificates

executed, authenticated and delivered by the Trust Administrator, substantially

in the form annexed hereto as Exhibit A-11 and evidencing the ownership of the

Class R-I Interest and the Class R-II Interest for purposes of the REMIC

Provisions.

"Class R-I Interest": The Residual Interest in REMIC I for the

purposes of the REMIC Provisions.

"Class R-II Interest": The Residual Interest in REMIC II for

the purposes of the REMIC Provisions.

"Closing Date": March 30, 2004.

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

"Commission": The Securities and Exchange Commission.

"Compensating Interest": With respect to the Servicer, the

amount in respect of Prepayment Interest Shortfalls required to be paid by the

Servicer pursuant to the Servicing Agreement from its own funds without right of

reimbursement. With respect to the Master Servicer, the amount in respect of

Prepayment Interest Shortfalls required to be paid by the Master Servicer

pursuant to Section 3.18 from its own funds without right of reimbursement

except as provided in Section 3.18.

"Corporate Trust Office": The principal corporate trust office

of the Trustee or the Trust Administrator, as the case may be, at which at any

particular time its corporate trust business in connection with this Agreement

shall be administered, which office at the date of the execution of this

instrument is located at (i) with respect to the Trustee, U.S. Bank National

Association, 60 Livingston Avenue, EP-MN-WS3D, St Paul, Minnesota 55107,

Attention: Structured Finance CMLTI 2004-HYB2, or at such other address as the

Trustee may designate from time to time by notice to the Certificateholders, the

Depositor, the Master Servicer and the Trust Administrator, or (ii) with respect

to the Trust Administrator, (A) for Certificate transfer and surrender purposes,

Wells Fargo Bank, National Association, Sixth Street and Marquette Avenue,

Minneapolis, Minnesota 55479, Attention: Corporate Trust Services -- CMLTI

2004-HYB2, and (B) for all other purposes, Wells Fargo Bank, National

Association, 9062 Old Annapolis Road, Columbia, Maryland 21045,

<PAGE>

Attention: Corporate Trust Services -- CMLTI 2004-HYB2, or at such other address

as the Trust Administrator may designate from time to time by notice to the

Certificateholders, the Depositor, the Master Servicer and the Trustee.

"Countrywide Mortgage Loan": Each Mortgage Loan with respect

to which Countrywide Home Loans Servicing LP is the related Servicer.

"Cross-Collateralization Date": Any Distribution Date on which

there exists one or more Undercollateralizated Loan Groups and one or more

Overcollateralized Loan Groups.

"Custodial Account": The account established and maintained

for the benefit of the Trustee by the Servicer with respect to the related

Mortgage Loans and REO Properties pursuant to the Servicing Agreement.

"Custodial Agreement": An agreement between the Mortgage Loan

Seller and the Custodian, dated September 1, 2003, pursuant to which the

Custodian holds certain of the Mortgage Files, which agreement (as it relates to

the Mortgage Loans) shall be assigned to the Trustee on the Closing Date.

"Custodian": A custodian of the Mortgage Files, which shall

initially be Citibank (West) FSB.

"Custodian Fee": The amount payable to the Custodian on each

Distribution Date pursuant to Section 8.05 as compensation for all services

rendered by it under the Custodial Agreement.

"Cut-off Date": With respect to each Original Mortgage Loan,

March 1, 2004. With respect to all Qualified Substitute Mortgage Loans, their

respective dates of substitution. References herein to the "Cut-off Date," when

used with respect to more than one Mortgage Loan, shall be to the respective

Cut-off Dates for such Mortgage Loans.

"Debt Service Reduction": With respect to any Mortgage Loan, a

reduction in the scheduled Monthly Payment for such Mortgage Loan by a court of

competent jurisdiction in a proceeding under the Bankruptcy Code, except such a

reduction resulting from a Deficient Valuation.

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

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

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

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

Code.

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

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

replaced by a Qualified Substitute Mortgage Loan.

<PAGE>

"Depositor": Citigroup Mortgage Loan Trust Inc., a Delaware

corporation, or its successor in interest.

"Depository": The Depository Trust Company, or any successor

Depository hereafter named. The nominee of the initial Depository, for purposes

of registering those Certificates that are to be Book-Entry Certificates, is

CEDE & Co. The Depository shall at all times be a "clearing corporation" as

defined in Section 8-102(3) of the Uniform Commercial Code of the State of New

York and a "clearing agency" registered pursuant to the provisions of Section

17A of the Securities Exchange Act of 1934, as amended.

"Depository Institution": Any depository institution or trust

company, including the Trust Administrator and the Trustee, that (a) is

incorporated under the laws of the United States of America or any State

thereof, (b) is subject to supervision and examination by federal or state

banking authorities and (c) has outstanding unsecured commercial paper or other

short-term unsecured debt obligations that are rated P-1 by Moody's and A-1+ or

better by S&P (or a comparable rating if Moody's and S&P are not the Rating

Agencies).

"Depository Participant": A broker, dealer, bank or other

financial institution or other Person for whom from time to time a Depository

effects book-entry transfers and pledges of securities deposited with the

Depository.

"Determination Date": With respect to each Distribution Date,

the day of the calendar month in which such Distribution Date occurs, after

which any Monthly Payments received are not reported by the related Servicer as

having been received for inclusion in the amounts remitted by such Servicer on

the related Servicer Remittance Date in respect of Monthly Payments on the

related Mortgage Loans.

"Directly Operate": With respect to any REO Property, the

furnishing or rendering of services to the tenants thereof, the management or

operation of such REO Property, the holding of such REO Property primarily for

sale to customers, the performance of any construction work thereon or any use

of such REO Property in a trade or business conducted by REMIC I, other than

through an Independent Contractor; provided, however, that the Trustee (or the

Servicer or the Master Servicer on behalf of the Trustee) shall not be

considered to Directly Operate an REO Property solely because the Trustee (or

the Servicer or the Master Servicer on behalf of the Trustee) establishes rental

terms, chooses tenants, enters into or renews leases, deals with taxes and

insurance, or makes decisions as to repairs or capital expenditures with respect

to such REO Property.

"Disqualified Organization": Any of the following: (i) the

United States, any State or political subdivision thereof, any possession of the

United States, or any agency or instrumentality of any of the foregoing (other

than an instrumentality which is a corporation if all of its activities are

subject to tax and, except for Freddie Mac, a majority of its board of directors

is not selected by such governmental unit), (ii) any foreign government, any

international organization, or any agency or instrumentality of any of the

foregoing, (iii) any organization (other than certain farmers' cooperatives

described in Section 521 of the Code) which is exempt from the tax imposed by

Chapter 1 of the Code (including the tax imposed by Section 511 of the Code on

unrelated business taxable income), (iv) rural electric and telephone

cooperatives described in Section 1381(a)(2)(C)

<PAGE>

of the Code, (v) an "electing large partnership" within the meaning of Section

775 of the Code and (vi) any other Person so designated by the Trustee or the

Trust Administrator based upon an Opinion of Counsel that the holding of an

Ownership Interest in a Residual Certificate by such Person may cause REMIC I or

any Person having an Ownership Interest in any Class of Certificates (other than

such Person) to incur a liability for any federal tax imposed under the Code

that would not otherwise be imposed but for the Transfer of an Ownership

Interest in a Residual Certificate to such Person. The terms "United States,"

"State" and "international organization" shall have the meanings set forth in

Section 7701 of the Code or successor provisions.

"Distribution Account": The trust account or accounts created

and maintained by the Trust Administrator pursuant to Section 3.22 which shall

be entitled "Wells Fargo Bank, National Association as Trust Administrator, in

trust for the registered holders of Citigroup Mortgage Loan Trust Inc., Mortgage

Pass-Through Certificates, Series 2004-HYB2 -- Distribution Account," and which

shall be an Eligible Account.

"Distribution Date": The 25th day of any month, or if such

25th day is not a Business Day, the Business Day immediately following such 25th

day, commencing in April 2004.

"Diverted Interest Amount": With respect to any Distribution

Date, one month's interest accrued during the related Interest Accrual Period on

the Overcollateralized Amount at the Pass-Through Rate for the Class A

Certificates related to the Undercollateralized Loan Group or Loan Groups and

any other unpaid interest shortfalls on the Class A Certificates related to the

Undercollateralized Loan Group or Loan Groups, to the extent available.

"DOL": The United States Department of Labor or any successor

in interest.

"DOL Regulations": The regulations promulgated by the DOL at

29 C.F.R.ss.2510.3- 101.

"Due Date": With respect to each Distribution Date, the first

day of the calendar month in which such Distribution Date occurs, which is the

day of the month on which the Monthly Payment is due on a Mortgage Loan,

exclusive of any days of grace (or, in the case of any Mortgage Loan which has

its Monthly Payment due on a day each calendar month other than the first day of

each calendar month, the date that such Monthly Payment is due and which falls

within the Due Period relating to such Distribution Date).

"Due Period": With respect to any Distribution Date, the

period commencing on the second day of the calendar month preceding the calendar

month in which such Distribution Date occurs and ending on the first day of the

calendar month in which such Distribution Date occurs.

"Eligible Account": Any of (i) an account or accounts

maintained with a Depository Institution, (ii) an account or accounts the

deposits in which are fully insured by the FDIC or (iii) a trust account or

accounts maintained with the corporate trust department of a federal or state

chartered depository institution or trust company acting in its fiduciary

capacity. Eligible Accounts may bear interest.

<PAGE>

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

as amended.

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

land.

"Excess Bankruptcy Loss": Any Bankruptcy Loss, or portion

thereof, which exceeds the then applicable Bankruptcy Amount.

"Excess Diverted Interest Reserve Account": The account

established and maintained pursuant to Section 4.08.

"Excess Diverted Interest Reserve Amount": With respect to the

Class A Certificates and any Distribution Date, an amount equal to the excess,

if any, of (i) one month's interest accrued during the related Interest Accrual

Period on the Overcollateralized Amount at the Pass-Through Rate for the Class A

Certificates relating to the Overcollateralized Loan Group or Loan Groups over

(ii) the Diverted Interest Amount.

"Excess Fraud Loss": Any Fraud Loss, or portion thereof, which

exceeds the then applicable Fraud Loss Amount.

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

Hazard Loss, Excess Fraud Loss or Extraordinary Loss.

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

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

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

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

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

Loan minus the sum of (i) the applicable Servicing Fee Rate and (ii) the

Administration Fee Rate.

"Extraordinary Loss": Any Realized Loss or portion thereof

caused by or resulting from:

(i) nuclear or chemical reaction or nuclear radiation or

radioactive or chemical contamination, all whether controlled or

uncontrolled and whether such loss be direct or indirect, proximate or

remote or be in whole or in part caused by, contributed to or

aggravated by a peril covered by the definition of the term "Special

Hazard Loss";

(ii) hostile or warlike action in time of peace or war,

including action in hindering, combating or defending against an

actual, impending or expected attack by any government or sovereign

power, DE JURE or DE FACTO, or by any authority maintaining or using

military, naval or air forces, or by military, naval or air forces, or

by an agent of any such government, power, authority or forces;

(iii) any weapon of war employing atomic fission or

radioactive forces whether in time of peace or war, and

<PAGE>

(iv) insurrection, rebellion, revolution, civil war, usurped

power or action taken by governmental authority in hindering, combating

or defending against such an occurrence, seizure or destruction under

quarantine or customs regulations, confiscation by order of any

government or public authority, or risks of contraband or illegal

transactions or trade.

"Extraordinary Trust Fund Expenses": Any amounts reimbursable

to the Master Servicer or the Depositor pursuant to Section 6.03, to the Master

Servicer pursuant to Section 3.03(c), any amounts payable from the Distribution

Account in respect of taxes pursuant to Section 10.01(g)(iii), any amounts

reimbursable to the Trustee or the Trust Administrator from the Trust Fund

pursuant to Section 2.01, Section 7.02 or Section 8.05, any indemnification to

the Servicer payable by the Trust Fund to the Servicer pursuant to the Servicing

Agreement and any other costs, expenses, liabilities and losses borne by the

Trust Fund (exclusive of any cost, expense, liability or loss that is specific

to a particular Mortgage Loan or REO Property and is taken into account in

calculating a Realized Loss in respect thereof) for which the Trust Fund has not

and, in the reasonable good faith judgment of the Trust Administrator, shall

not, obtain reimbursement or indemnification from any other Person.

"Fannie Mae": Fannie Mae, formerly known as the Federal

National Mortgage Association, or any successor thereto.

"FDIC": Federal Deposit Insurance Corporation or any successor

thereto.

"Final Recovery Determination": With respect to any defaulted

Mortgage Loan or any REO Property (other than a Mortgage Loan or REO Property

purchased or repurchased by the Mortgage Loan Seller, an Underlying Seller or

the majority Holder of the Residual Certificates pursuant to or as contemplated

by Section 2.03 or Section 9.01), a determination made by the Servicer that all

Liquidation Proceeds have been recovered. Based on information provided to it by

the Servicer, the Master Servicer shall maintain records of each Final Recovery

Determination made.

"Fraud Loss": Any Realized Loss or portion thereof sustained

by reason of a default arising from intentional fraud, dishonesty or

misrepresentation in connection with the related Mortgage Loan, including by

reason of the denial of coverage under any related Primary Mortgage Insurance

Policy.

"Fraud Loss Amount": As of any date of determination after the

Cut-off Date, an amount equal to: (x) prior to the first anniversary of the

Cut-off Date an amount equal to 3.00% of the aggregate principal balance of the

Mortgage Loans as of the Cut-off Date minus the aggregate amount of Fraud Losses

on the Mortgage Loans allocated solely to the Subordinate Certificates in

accordance with Section 4.04 since the Cut-off Date up to such date of

determination, (y) from the first to the second anniversary of the Cut-off Date,

an amount equal to (1) the lesser of (a) the Fraud Loss Amount as of the most

recent anniversary of the Cut-off Date and (b) 2.00% of the aggregate

outstanding principal balance of all of the Mortgage Loans as of the most recent

anniversary of the Cut-off Date minus (2) the Fraud Losses on the Mortgage Loans

allocated solely to the Subordinate Certificates in accordance with Section 4.04

since the Cut-off Date up to such date of determination and (z) from the second

to the fifth anniversary of the Cut-off Date, an amount equal to (1) the lesser

of (a) the Fraud Loss Amount as of the most recent anniversary of the Cut-off

Date and (b) 1.00%

<PAGE>

of the aggregate outstanding principal balance of all of the Mortgage Loans as

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

the Mortgage Loans allocated solely to the Subordinate Certificates in

accordance with Section 4.04 since the Cut-off Date up to such date of

determination. In addition, after the Certificate Principal Balances of the

Subordinate Certificates are reduced to zero, the Fraud Loss Amount will be

zero.

"Freddie Mac": Freddie Mac, formally known as the Federal Home

Loan Mortgage Corporation, or any successor thereto.

"Gross Margin": With respect to each Mortgage Loan, the fixed

percentage set forth in the related Mortgage Note that is added to the Index on

each Adjustment Date in accordance with the terms of the related Mortgage Note

used to determine the Mortgage Rate for such Mortgage Loan.

"Group Available Distribution Amount": The Group I Available

Distribution Amount, the Group II Available Distribution Amount, the Group III

Available Distribution Amount or the Group IV Available Distribution Amount, as

the context requires.

"Group I Allocation Percentage": With respect to any

Distribution Date, the percentage equivalent of a fraction, the numerator of

which is (x) the Group I Overcollateralized Amount and the denominator of which

is (y) the sum of the Group I Overcollateralized Amount, the Group II

Overcollateralized Amount, the Group III Overcollateralized Amount and the Group

IV Overcollateralized Amount.

"Group I Available Distribution Amount": With respect to any

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

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

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

Date and received by the Servicer on or prior to the related Determination Date,

(b) Liquidation Proceeds, Insurance Proceeds, Principal Prepayments, proceeds

from repurchases of and substitutions for Mortgage Loans, Subsequent Recoveries

and other unscheduled of principal and interest in respect of the Mortgage Loans

or REO Properties received by the Servicer during the related Prepayment Period

(exclusive of any prepayment charges, penalties or premiums), (c) the aggregate

of any amounts on deposit in the Distribution Account representing Compensating

Interest amounts paid by the Servicer or the Master Servicer in respect of

related Prepayment Interest Shortfalls relating to Principal Prepayments that

occurred during the related Prepayment Period, (d) the aggregate of any P&I

Advances made by the Servicer for such Distribution Date and (e) the aggregate

of any P&I Advances made in respect of the Mortgage Loans for such Distribution

Date pursuant to Section 4.03 by the Master Servicer (or other successor

Servicer), over (ii) the sum attributable to or allocable to such Mortgage Loans

of (a) amounts reimbursable or payable to the Servicer pursuant to the Servicing

Agreement or to the Master Servicer, the Trustee or the Trust Administrator

pursuant to Section 3.03(c), Section 6.03 or Section 8.05 or otherwise payable

in respect of Extraordinary Trust Fund Expenses, (b) amounts in respect of the

items set forth in clauses (i)(a) through (i)(e) above remitted by the Servicer

to the Master Servicer in error or deposited in the Master Servicer Collection

Account or the Distribution Account in respect of the items set forth in clauses

(i)(a) through (i)(e) above in error, (c) the Administration Fee payable from

the Distribution Account pursuant to Section 8.05, (d) without duplication, any

amounts in respect of the items set

<PAGE>

forth in clauses (i)(a) and (i)(b) permitted hereunder to be retained by the

Master Servicer or to be withdrawn by the Master Servicer from the Master

Servicer Collection Account pursuant to Section 3.21 and (e) Servicing Fees

retained by the Servicer pursuant to the Servicing Agreement. Notwithstanding

the foregoing, the Group I Available Distribution Amount for any Distribution

Date shall be increased (in the case of an Undercollateralized Loan Group with

respect to Loan Group I) or decreased (in the case of an Overcollateralized Loan

Group with respect to Loan Group I) by any applicable Diverted Interest Amount

or Class A Principal Adjustment Amount, in each case for such Distribution Date.

"Group I Excess Diverted Interest Reserve Deposit": An amount

withdrawn from the Excess Diverted Interest Reserve Account equal to the lesser

of (i) the amount on deposit in the Excess Diverted Interest Reserve Account and

(ii) the sum of (a) any interest shortfalls on the Class I-A Certificates and

(b) the aggregate amount of Realized Losses on the Group I Mortgage Loans on

such Distribution Date.

"Group I Mortgage Loan": A first lien adjustable-rate Mortgage

Loan with an initial fixed-rate period of 3 years following origination. The

Group I Mortgage Loans are identified as such on the Mortgage Loan Schedule.

"Group I Overcollateralized Amount": With respect to any

Distribution Date on which an Overcollateralized Amount exists, the excess, if

any, of (i) the sum of (a) the aggregate Scheduled Principal Balance of the

Group I Mortgage Loans plus (b) the aggregate Scheduled Principal Balance of the

REO Properties in Loan Group I over (ii) the Certificate Principal Balance of

the Class I-A Certificates immediately prior to such Distribution Date, in each

case, before reduction for any Realized Losses on such Distribution Date.

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

Date and the Class I-A Certificates, the lesser of (a) 100% and (b) a fraction,

expressed as a percentage, the numerator of which is the excess, if any, of the

Certificate Principal Balance of the Class I-A Certificates for such

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

the Class I-A Certificates on such date pursuant to clause (d) of the definition

of "Senior Principal Distribution Amount," and the denominator of which is the

sum of (i) the aggregate Scheduled Principal Balance of the Group I Mortgage

Loans, plus (ii) the aggregate Scheduled Principal Balance of the REO Properties

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

Distribution Date.

Notwithstanding the foregoing, on any Cross-Collateralization

Date on which the aggregate Scheduled Principal Balance of the Group I Mortgage

Loans exceeds the Certificate Principal Balance of the Class I-A Certificates,

the Group I Senior Percentage will equal the sum of the Certificate Principal

Balance of the Class I-A Certificates immediately prior to such Distribution

Date plus the Group I Allocation Percentage of the Overcollateralized Amount

divided by the aggregate Scheduled Principal Balance of the Group I Mortgage

Loans immediately prior to such Distribution Date. On any Distribution Date

after the reduction of the aggregate Certificate Principal Balance of the Class

II-A Certificates, the Class III-A Certificates and the Class IV-A Certificates

to zero, the Group I Senior Percentage will be a percentage equal to the

Certificate Principal Balance of the Class I-A Certificates immediately prior to

such Distribution Date divided by the aggregate

<PAGE>

Scheduled Principal Balance of all of the Mortgage Loans immediately prior to

such Distribution Date.

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

Distribution Date and the Class I-A Certificates within the range indicated

below, the percentage as indicated below:

Distribution Date Group I Senior Prepayment Percentage

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

April 2004 through March 2009 100%

April 2009 through March 2010 Group I Senior Percentage, plus 70% of the

Group I Subordinate Percentage

April 2010 through March 2011 Group I Senior Percentage, plus 60% of the

Group I Subordinate Percentage

April 2011 through March 2012 Group I Senior Percentage, plus 40% of the

Group I Subordinate Percentage

April 2012 through March 2013 Group I Senior Percentage, plus 20% of the

Group I Subordinate Percentage

April 2013 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 Mortgage Loans delinquent 60 days or more

(including REO Properties and Mortgage Loans in foreclosure) averaged over the

last six months does not exceed 50% of the sum of the then current Certificate

Principal Balances of the Subordinate Certificates and (ii) Realized Losses on

the Mortgage Loans to date are less than the then applicable Trigger Amount.

On any Distribution Date on which Realized Losses on the

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

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

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

Senior Prepayment Percentage for the immediately preceding Distribution Date.

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

Subordinate Percentage, prior to giving effect to any distributions on such

Distribution Date, equals or exceeds two times the initial Subordinate

Percentage and (b) the provisions of clauses (i) and (ii) of the immediately

preceding paragraph are met, then the Group I Senior Prepayment Percentage for

such Distribution Date will equal 100%, if such Distribution Date is prior to

April 2007, and will equal the Group I Senior Percentage for such Distribution

Date, if such Distribution Date occurs on or after April 2007.

On any Distribution Date on which the Aggregate Senior

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

Prepayment Percentage shall be 100%.

"Group I Subordinate Percentage": With respect to the

Subordinate Certificates and any Distribution Date, a percentage equal to 100%

minus the Group I Senior Percentage.

<PAGE>

"Group I Subordinate Prepayment Percentage": With respect to

the Subordinate Certificates and any Distribution Date, 100% minus the Group I

Senior Prepayment Percentage for such Distribution Date.

"Group II Allocation Percentage": With respect to any

Distribution Date, the percentage equivalent of a fraction, the numerator of

which is (x) the Group II Overcollateralized Amount and the denominator of which

is (y) the sum of the Group I Overcollateralized Amount, the Group II

Overcollateralized Amount, the Group III Overcollateralized Amount and the Group

IV Overcollateralized Amount.

"Group II Available Distribution Amount": With respect to any

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