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: 8/18/2005

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 July 1, 2005

_________________________________________

Mortgage Pass-Through Certificates

Series 2005-3

TABLE OF CONTENTS

ARTICLE I

DEFINITIONS

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

ARTICLE II

CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES

SECTION 2.01	Conveyance of Mortgage Loans.
SECTION 2.02	Acceptance of the Trust Fund by the Trustee.

SECTION 2.03

Repurchase or Substitution of Mortgage Loans by the Seller or the Depositor.

SECTION 2.04	Reserved.
SECTION 2.05	Representations, Warranties and Covenants of the Master Servicer.
SECTION 2.06	Issuance of the Certificates.

SECTION 2.07

Conveyance of the REMIC Regular Interests; Acceptance of the Trust REMICs by the Trustee.

ARTICLE III

ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS

SECTION 3.01	Master Servicer to Act as Master Servicer.
SECTION 3.02	Sub-Servicing Agreements Between the Master Servicer and Sub-Servicers.
SECTION 3.03	Successor Sub-Servicers.
SECTION 3.04	Liability of the Master Servicer.

SECTION 3.05

No Contractual Relationship Between Sub-Servicers and Trustee, Trust Administrator or Certificateholders.

SECTION 3.06	Assumption or Termination of Sub-Servicing Agreements by Trustee.
SECTION 3.07	Collection of Certain Mortgage Loan Payments.
SECTION 3.08	Sub-Servicing Accounts.
SECTION 3.09	Collection of Taxes, Assessments and Similar Items; Servicing Accounts.
SECTION 3.10	Collection Account and Distribution Account.
SECTION 3.11	Withdrawals from the Collection Account and Distribution Account.

SECTION 3.12	Investment of Funds in the Collection Account and the Distribution Account.
SECTION 3.13	Maintenance of the Primary Mortgage Insurance Policies; Collections Thereunder.
SECTION 3.14	Maintenance of Hazard Insurance and Errors and Omissions and Fidelity Coverage.

SECTION 3.15	Enforcement of Due-On-Sale Clauses; Assumption Agreements.
SECTION 3.16	Realization Upon Defaulted Mortgage Loans.
SECTION 3.17	Trustee to Cooperate; Release of Mortgage Files.
SECTION 3.18	Servicing Compensation.
SECTION 3.19	Reports to the Trust Administrator; Collection Account Statements.
SECTION 3.20	Statement as to Compliance.

SECTION 3.21	Independent Public Accountants’ Servicing Report.
SECTION 3.22	Access to Certain Documentation.
SECTION 3.23	Title, Management and Disposition of REO Property.

SECTION 3.24

Obligations of the Master Servicer in Respect of Prepayment Interest Shortfalls.

SECTION 3.25

Obligations of the Master Servicer in Respect of Monthly Payments.

ARTICLE IV

PAYMENTS TO CERTIFICATEHOLDERS

Distributions.

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

SECTION 4.07

Distributions and Allocations of Realized Losses on the REMIC II-A Regular Interests.

ARTICLE V

THE CERTIFICATES

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

ARTICLE VI

THE DEPOSITOR AND THE MASTER SERVICER

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

ARTICLE VII

DEFAULT

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

ARTICLE VIII

CONCERNING THE TRUSTEE, THE TRUST ADMINISTRATOR, THE PAYING AGENT, THE CERTIFICATE REGISTRAR AND THE AUTHENTICATING AGENT

SECTION 8.01

Duties of Trustee, Trust Administrator and Others.

SECTION 8.02

Certain Matters Affecting the Trustee, the Trust Administrator and Others.

SECTION 8.03

Trustee, Trust Administrator and Others not Liable for Certificates or Mortgage Loans.

SECTION 8.04

Trustee, Trust Administrator and Others May Own Certificates.

SECTION 8.05

Trustee’s, Trust Administrator’s, Paying Agent’s, Authenticating Agent’s, Certificate Registrar’s and Custodians’ Fees and Expenses.

SECTION 8.06	Eligibility Requirements for Trustee and Trust Administrator.
SECTION 8.07	Resignation and Removal of the Trustee and the Trust Administrator.
SECTION 8.08	Successor Trustee or Trust Administrator.
SECTION 8.09	Merger or Consolidation of Trustee or Trust Administrator.
SECTION 8.10	Appointment of Co-Trustee or Separate Trustee.
SECTION 8.11	[intentionally omitted]
SECTION 8.12	Appointment of Office or Agency.
SECTION 8.13	Representations and Warranties.

SECTION 8.14

Appointment and Removal of Paying Agent, Authenticating Agent and Certificate Registrar.

SECTION 8.15

No Trustee Liability for Actions or Inactions of Custodians.

ARTICLE IX

TERMINATION

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

ARTICLE X

REMIC PROVISIONS

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

ARTICLE XI

MISCELLANEOUS PROVISIONS

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

Exhibits

Exhibit A-1	Form of Class I-A1 Certificate
Exhibit A-2	Form of Class I-A2 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-A1 Certificate

Exhibit A-11

Form of Class II-A2 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-A3 Certificate

Exhibit A-15

Form of Class II-A4 Certificate

Exhibit A-16

Form of Class II-A4A-1 Certificate

Exhibit A-17

Form of Class II-A4B-1 Certificate

Exhibit A-18

Form of Class II-A4A-2 Certificate

Exhibit A-19

Form of Class II-A4B-2 Certificate

Exhibit A-20

Form of Class II-B1 Certificate

Exhibit A-21

Form of Class II-B2 Certificate

Exhibit A-22

Form of Class II-B3 Certificate

Exhibit A-23

Form of Class II-B4 Certificate

Exhibit A-24

Form of Class II-B5 Certificate

Exhibit A-25

Form of Class II-B6 Certificate

Exhibit A-26

Form of Class II-R Certificate

Exhibit A-27

Form of Class III-A1 Certificate

Exhibit A-28

Form of Class III-A2 Certificate

Exhibit A-29

Form of Class III-B1 Certificate

Exhibit A-30

Form of Class III-B2 Certificate

Exhibit A-31

Form of Class III-B3 Certificate

Exhibit A-32

Form of Class III-B4 Certificate

Exhibit A-33

Form of Class III-B5 Certificate

Exhibit A-34

Form of Class III-B6 Certificate

Exhibit A-35

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

This Pooling and Servicing Agreement, is dated and effective as of July 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.

Designation	Pass-Through Rate	Initial Certificate Principal Balance	Latest Possible Maturity Date ⁽¹⁾
Class I-A1	⁽²⁾	$75,989,000	June 2035
Class I-A2	⁽²⁾	$9,210,000	June 2035
Class I-B1	⁽²⁾	$2,994,000	June 2035
Class I-B2	⁽²⁾	$1,382,000	June 2035
Class I-B3	⁽²⁾	$875,000	June 2035
Class I-B4	⁽²⁾	$507,000	June 2035
Class I-B5	⁽²⁾	$322,000	June 2035
Class I-B6	⁽²⁾	$829,886.76	June 2035
Class I-R	⁽²⁾	$100.00	June 2035

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

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

REMIC II-A

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

Designation

REMIC II-A Remittance Rate

Initial Uncertificated Balance

Latest Possible Maturity Date ⁽¹⁾

LT-1A	(2)	$	281.41	August 2035
LT-1B	(2)	$	6,617.81	August 2035
LT-2A	(2)	$	1,844.70	August 2035
LT-2B	(2)	$	43,405.30	August 2035
LT-3A	(2)	$	382.39	August 2035
LT-3B	(2)	$	8,998.09	August 2035
LT-4A	(2)	$	1,006.55	August 2035
LT-4B	(2)	$	23,683.65	August 2035
LT-ZZZ	(2)	$	826,962,104.34	August 2035
LT-R	(2)	$	100.00	August 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.

Designation	Pass-Through Rate ⁽²⁾	Initial Aggregate Certificate Balance	Latest Possible Maturity Date ⁽¹⁾
Class II-A1	Variable	$63,364,000	August 2035
Class II-A2	Variable	$50,000,000	August 2035
Class II-A2A	Variable	$292,485,000	August 2035
Class II-A2B	Variable	$73,121,000	August 2035
Class II-A3	Variable	$86,157,000	August 2035
Class II-A4	Variable	$57,016,000	August 2035
Class II-A4A-1	Variable	$61,767,000	August 2035
Class II-A4B-1	Variable	$1,402,000	August 2035
Class II-A4A-2	Variable	$101,855,000	August 2035
Class II-A4B-2	Variable	$4,731,000	August 2035
Class II-B1	Variable	$19,022,000	August 2035
Class II-B2	Variable	$5,789,000	August 2035
Class II-B3	Variable	$3,722,000	August 2035
Class II-B4	Variable	$2,068,000	August 2035
Class II-B5	Variable	$2,068,000	August 2035
Class II-B6	Variable	$2,481,324.22	August 2035
Class II-R	Variable	$100.00	August 2035

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

REMIC III

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”. The Class III-R Certificates will be the sole class of “residual interests” in REMIC III 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 III.

Designation	Pass-Through Rate	Initial Certificate Principal Balance	Latest Possible Maturity Date ⁽¹⁾
Class III-A1	⁽²⁾	$81,260,000	June 2035
Class III-A2	⁽²⁾	$9,531,000	June 2035
Class III-B1	⁽²⁾	$2,192,000	June 2035
Class III-B2	⁽²⁾	$906,000	June 2035
Class III-B3	⁽²⁾	$572,000	June 2035
Class III-B4	⁽²⁾	$238,000	June 2035
Class III-B5	⁽²⁾	$191,000	June 2035
Class III-B6	⁽²⁾	$429,103.92	June 2035
Class III-R	⁽²⁾	$100.00	June 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 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.

As of the Cut-off Date, the Group I Mortgage Loans had an aggregate Scheduled Principal Balance equal to $92,108,986.76. As of the Cut-off Date, the Group II-1 Mortgage Loans had an aggregate Scheduled Principal Balance equal to $66,178,050.39. As of the Cut-off Date, the Group II-2 Mortgage Loans had an aggregate Scheduled Principal Balance equal to $434,052,991.68. As of the Cut-off Date, the Group II-3 Mortgage Loans had an aggregate Scheduled Principal Balance equal to $89,980,894.30. As of the Cut-off Date, the Group II-4 Mortgage Loans had an aggregate Scheduled Principal Balance equal to $236,836,487.85. As of the Cut-off Date, the Group III Mortgage Loans had an aggregate Scheduled Principal Balance equal to $95,319,203.92.

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

ARTICLE I

DEFINITIONS

SECTION 1.01

Defined Terms.

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

“Adjustable-Rate Mortgage Loan”: Each Mortgage Loan in the Trust Fund.

“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, 0.0025% per annum. With respect to the Group II Mortgage Loans, 0.0025% 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.

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

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

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

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

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

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

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

“Book-Entry Certificate”: Any Certificate registered in the name of the Depository or its nominee. Initially, the Book-Entry Certificates will be all Classes of the Certificates other than the Residual 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 2005-3, 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 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.

“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), 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 relating to a Collateral Pool outstanding with the highest numerical designation at any given time shall not be greater than the Percentage Interest evidenced by such Certificate multiplied by the excess, if any, of (A) the then aggregate Stated Principal Balance of the Mortgage Loans in such related Collateral Pool over (B) the then aggregate Certificate Principal Balances of all other Classes of Certificates relating to that Collateral Pool then outstanding.

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

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

“Citibank”: Citibank, N.A.

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

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

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

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

“Class I-A2 Certificate”: Any one of the Class I-A2 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.

“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 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-A1 Certificate”: Any one of the Class II-A1 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-A2 Certificate”: Any one of the Class II-A2 Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-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-A3 Certificate”: Any one of the Class II-A3 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-A4 Certificate”: Any one of the Class II-A4 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.

“Class II-A4A-1 Certificate”: Any one of the Class II-A4A-1 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-A4B-1 Certificate”: Any one of the Class II-A4B-1 Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-17 and evidencing a Regular Interest in REMIC II-B for purposes of the REMIC Provisions.

“Class II-A4A-2 Certificate”: Any one of the Class II-A4A-2 Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent,

substantially in the form annexed hereto as Exhibit A-18 and evidencing a Regular Interest in REMIC II-B for purposes of the REMIC Provisions.

“Class II-A4B-2 Certificate”: Any one of the Class II-A4B-2 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-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-20 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-21 and evidencing a Regular Interest in REMIC II-B for purposes of the REMIC Provisions.

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

“Class II-B3 Certificate”: Any one of the Class II-B3 Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-22 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-23 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-24 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.

“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-25 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-26 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-27 and evidencing a Regular Interest in REMIC III 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-28 and evidencing a Regular Interest in REMIC III 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-29 and evidencing a Regular Interest in REMIC III 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-30 and evidencing a Regular Interest in REMIC III for purposes of the REMIC Provisions.

“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-B3 Certificate”: Any one of the Class III-B3 Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-31 and evidencing a Regular Interest in REMIC III for purposes of the REMIC Provisions.

“Class III-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 III-B3 Certificates immediately prior to such date over the aggregate amount, if any, payable to the Holders of the Class III-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 III Subordinate Certificates immediately prior to such date.

“Class III-B4 Certificate”: Any one of the Class III-B4 Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-32 and evidencing a Regular Interest in REMIC III for purposes of the REMIC Provisions.

“Class III-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 III-B4 Certificates immediately prior to such date over the aggregate amount, if any, payable to the Holders of the Class III-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 III Subordinate Certificates immediately prior to such date.

“Class III-B5 Certificate”: Any one of the Class III-B5 Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-33 and evidencing a Regular Interest in REMIC III for purposes of the REMIC Provisions.

“Class III-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 III-B5 Certificates immediately prior to such date over the aggregate amount, if any, payable to the Holders of the Class III-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 III Subordinate Certificates immediately prior to such date.

“Class III-B6 Certificate”: Any one of the Class III-B6 Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-34 and evidencing a Regular Interest in REMIC III for purposes of the REMIC Provisions.

“Class III-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 III-B6 Certificates immediately prior to such date over the aggregate amount, if any, payable to the Holders of the Class III-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 III Subordinate Certificates immediately prior to such date.

“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-35 and evidencing the Residual Interest in REMIC III.

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

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

“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, the Class III-B1 Percentage, the Class III-B2 Percentage, the Class III-B3 Percentage, the Class III-B4 Percentage, the Class III-B5 Percentage or the Class III-B6 Percentage.

“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.

“Closing Date”: July 29, 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 2005-3.” The Collection Account must be an Eligible Account.

“Commission”: The Securities and Exchange Commission.

“Compensating Interest Payment”: With respect to each Collateral Pool and the Countrywide Mortgage Loans in such Collateral Pool, an amount equal to the lesser of one half of (a) one-twelfth of the product of (i) the weighted average servicing fee rate percentage for such Mortgage Loans as set forth in the applicable Initial Sub Servicing Agreement and (ii) the Stated Principal Balance of such Mortgage Loans and (b) the aggregate servicing fee actually

received for the applicable month for such Mortgage Loans pursuant to the applicable Initial-Sub Servicing Agreement. With respect to each Collateral Pool and the GMAC Mortgage Loans in such Collateral Pool, an amount equal to the lesser of (a) one-twelfth of the product of (i) the weighted average servicing fee rate percentage for such Mortgage Loans as set forth in the applicable Initial Sub-Servicing Agreement and (ii) the Stated Principal Balance of such Mortgage Loans and (b) the aggregate servicing fee actually received for the applicable month for such Mortgage Loans pursuant to the applicable Initial Sub-Servicing Agreement. With respect to each Collateral Pool and the Wells Mortgage Loans in such Collateral Pool, an amount which, when added to all amounts allocable to interest received in connection with such prepayment, equals one month’s interest on the amount of principal so prepaid at the related mortgage rate net of the related servicing fee rate (each as set forth in the applicable Initial Sub-Servicing Agreement). With respect to each Collateral Pool and the National City Mortgage Loans in such Collateral Pool and any prepayment in full or in part, an amount equal to 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.

“Corporate Trust Office”: The principal corporate trust office of the Trustee, the Paying Agent, the Certificate Registrar or the Authenticating Agent, as the case may be, at which at any particular time its corporate trust business in connection with this Agreement shall be administered, which office at the date of the execution of this instrument is located at (i) with respect to the Trustee, U.S. Bank National Association, One Federal Street, 3 ^rd Floor, Boston, Massachusetts 02110, Attention: Corporate Trust Services, or at such other address as the Trustee may designate from time to time by notice to the Certificateholders, the Depositor, the Master Servicer, the Paying Agent, the Certificate Registrar, the Authenticating Agent and the Trust Administrator and (ii) with respect to the Paying Agent, the Certificate Registrar and the Authenticating Agent, Citibank, N.A., as Paying Agent, as Certificate Registrar or as Authenticating Agent, as the case may be, 388 Greenwich Street, 14 ^th Floor, New York, New York 10013, or at such other address as the Paying Agent, the Certificate Registrar and the Authenticating Agent may designate from time to time by notice to the Certificateholders, the Depositor, the Master Servicer, the Trust Administrator and the Trustee.

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

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

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

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

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

“Cut-off Date”: With respect to each Original Mortgage Loan, July 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 rated in the highest rating category by at least two of the Rating Agencies (or a comparable rating if S&P, Fitch and Moody’s are not the Rating Agencies).

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

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

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

“Disqualified Organization”: Any of the following: (i) the United States, any State or political subdivision thereof, any possession of the United States, or any agency or instrumentality of any of the foregoing (other than an instrumentality which is a corporation if all of its activities are subject to tax and, except for Freddie Mac, a majority of its board of directors is not selected by such governmental unit), (ii) any foreign government, any international organization, or any agency or instrumentality of any of the foregoing, (iii) any organization (other than certain farmers’ cooperatives described in Section 521 of the Code) which is exempt from the tax imposed by Chapter 1 of the Code (including the tax imposed by Section 511 of the Code on unrelated business taxable income), (iv) rural electric and telephone cooperatives described in Section 1381(a)(2)(C) of the Code, (v) an “electing large partnership” within the meaning of Section 775 of the Code and (vi) any other Person so designated by the Trustee based upon an Opinion of Counsel that the holding of an Ownership Interest in a Residual Certificate by such Person may cause any REMIC or any Person having an Ownership Interest in any Class of Certificates (other than such Person) to incur a liability for any federal tax imposed under the Code that would not otherwise be imposed but for the Transfer of an Ownership Interest in a Residual Certificate to such Person. The terms “United States,” “State” and “international organization” shall have the meanings set forth in Section 7701 of the Code or successor provisions.

“Distribution Account”: The trust account or accounts created and maintained by the Paying Agent pursuant to Section 3.10(b) which shall be entitled “Citibank, N.A., as Paying

Agent, in trust for the registered holders of Citigroup Mortgage Loan Trust Inc., Mortgage Pass- Through Certificates, Series 2005-3.” 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 August 2005.

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

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

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

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

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

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

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

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

“Excess Bankruptcy Loss”: With respect to any Collateral Pool, any Bankruptcy Loss, or portion thereof, which exceeds the then applicable Bankruptcy Amount.

“Excess Fraud Loss”: With respect to any Collateral Pool, any Fraud Loss, or portion thereof, which exceeds the then applicable Fraud Loss Amount.

“Excess Loss”: With respect to any Collateral Pool, any Excess Bankruptcy Loss, Excess Special Hazard Loss, Excess Fraud Loss or Extraordinary Loss.

“Excess Special Hazard Loss”: With respect to any Collateral Pool, any Special Hazard Loss, or portion thereof, that exceeds the then applicable Special Hazard Amount.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

anniversary of the Cut-off Date up to such date of determination. On and after the fifth anniversary of the Cut-off Date, the Fraud Loss Amount with respect to Collateral Pool II shall be zero. In addition, after the Certificate Principal Balances of the related Subordinate Certificates are reduced to zero, the Fraud Loss Amount with respect to Collateral Pool II shall be zero.

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, 2.00% 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) 1.00% 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, 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-A1 Certificates, the Class I-A2 Certificates and the Class I-R Certificates.

“Group I 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 excess, if any, of the aggregate Certificate Principal Balance of the Group I Senior Certificates for such Distribution Date over the aggregate amount, if any, payable to the Holders of the Group I Senior 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 Group I Senior Certificates within the range indicated below, the percentage as indicated below:

Distribution Date	Group I Senior Prepayment Percentage
August 2005 through July 2015	100%
August 2015 through July 2016	Group I Senior Percentage, plus 70% of the Group I Subordinate Percentage
August 2016 through July 2017	Group I Senior Percentage, plus 60% of the Group I Subordinate Percentage
August 2017 through July 2018	Group I Senior Percentage, plus 40% of the Group I Subordinate Percentage
August 2018 through July 2019	Group I Senior Percentage, plus 20% of the Group I Subordinate Percentage
August 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 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 second preceding paragraph are met and (c) (i) on or prior to the Distribution Date occurring in July 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 July 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 August 2008, and will equal the Group I Senior Percentage for such Distribution Date, if such Distribution Date occurs on or after August 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-A1 Certificates and the Class I-A2 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-A1 Certificates, Class II-A2 Certificates, Class II-A2A Certificates, the Class II-A2B Certificates, the Class II-A3 Certificates, the Class II-A4 Certificates, the Class II-A4A-1 Certificates, the Class II-A4B-1 Certificates, the Class II-A4A-2 Certificates and the Class II-A4B-2 Certificates.

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

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

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

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

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

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

Distribution Date	Group II-1 Senior Prepayment Percentage
August 2005 through July 2010	100%
August 2010 through July 2011	Group II-1 Senior Percentage, plus 70% of the Group II-1 Subordinate Percentage
August 2011 through July 2012	Group II-1 Senior Percentage, plus 60% of the Group II-1 Subordinate Percentage
August 2012 through July 2013	Group II-1 Senior Percentage, plus 40% of the Group II-1 Subordinate Percentage
August 2013 through July 2014	Group II-1 Senior Percentage, plus 20% of the Group II-1 Subordinate Percentage
August 2014 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.

clause (i) of the second preceding paragraph are met and (c) (i) on or prior to the Distribution Date occurring in July 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 July 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 August 2008, and will equal the Group II-1 Senior Percentage for such Distribution Date, if such Distribution Date occurs on or after August 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%.

Upon reduction of the Certificate Principal Balances of the Class II-A1 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 Allocation Percentage”: With respect to any Distribution Date, the percentage equivalent of a fraction, the numerator of which is (x) the Group II-2 Overcollateralized Amount and the denominator of which is (y) the sum of the Group II-1 Overcollateralized Amount, the Group II-2 Overcollateralized Amount, the Group II-3 Overcollateralized Amount and the Group II-4 Overcollateralized Amount.

“Group II-2 Available Distribution Amount”: With respect to any Distribution Date and the Group II-2 Mortgage Loans, an amount equal to the excess of (i) the sum attributable to such Mortgage Loans of (a) the aggregate of the Monthly Payments due on or before the Due Date relating to such Distribution Date and received by the Master Servicer (or a Sub-Servicer on its behalf) on or prior to the related Determination Date, after deduction of the applicable Servicing Fee and the Administration Fee (b) Liquidation Proceeds, Insurance Proceeds, Principal Prepayments, proceeds from repurchases of and substitutions for Mortgage Loans, Subsequent Recoveries and other unscheduled of principal and interest in respect of the Mortgage Loans or REO Properties received by the Servicer during the related Prepayment Period (exclusive of any prepayment charges, penalties or premiums), (c) the aggregate of any amounts on deposit in the Distribution Account representing Compensating Interest Payment paid by the Master Servicer in respect of related Prepayment Interest Shortfalls relating to Principal Prepayments that occurred during the related Prepayment Period and (d) the aggregate of any P&I Advances made by the Master Servicer for such Distribution Date over (ii) the sum attributable to or allocable to such Mortgage Loans of (a) amounts reimbursable to the Depositor, the Master Servicer, the Trustee, the Trust Administrator, Citibank or a Custodian pursuant to

Section 6.03 or Section 8.05 or otherwise payable in respect of Extraordinary Trust Fund Expenses, (b) amounts in respect of the items set forth in clauses (i)(a) through (i)(d) above deposited in the Collection Account or the Distribution Account in respect of the items set forth in clauses (i)(a) through (i)(d) above in error, (c) without duplication, any amounts in respect of the items set forth in clauses (i)(a) and (i)(b) permitted hereunder to be retained by the Master Servicer or to be withdrawn by the Master Servicer from the Collection Account pursuant to Section 3.18.

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

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

“Group II-2 Overcollateralized Amount”: With respect to any Distribution Date on which an Overcollateralized Amount with respect to Collateral Pool II exists, the excess, if any, of (i) the sum of (a) the aggregate of the Scheduled Principal Balances of the Group II-2 Mortgage Loans plus (b) the aggregate of the Scheduled Principal Balances of the REO Properties in Loan Group II-2, in each case, after scheduled and unscheduled payments in respect of principal were received or advanced, over (ii) the aggregate Certificate Principal Balance of the Class II-A2 Certificates, the Class II-A2A Certificates and the Class II-A2B Certificates immediately after payment of the related Senior Principal Distribution Amount.

“Group II-2 Senior Percentage”: With respect to any Distribution Date and the Class II-A2 Certificates, the Class II-A2A Certificates and the Class II-A2B Certificates, the lesser of (a) 100% and (b) a fraction, expressed as a percentage, the numerator of which is the excess, if any, of the aggregate Certificate Principal Balance of the Class II-A2 Certificates, the Class II-A2A Certificates and the Class II-A2B Certificates for such Distribution Date over the aggregate amount, if any, payable to the Holders of the Class II-A2 Certificates, the Class II-A2A Certificates and the Class II-A2B Certificates on such date pursuant to clause (d) of the definition of “Senior Principal Distribution Amount,” and the denominator of which is the sum of (i) the aggregate Scheduled Principal Balance of the Group II-2 Mortgage Loans, plus (ii) the aggregate Scheduled Principal Balance of the REO Properties in Loan Group II-2, in each case before reduction for any Realized Losses on such Distribution Date.

Notwithstanding the foregoing, on any Cross-Collateralization Date on which (x) the sum of (i) the aggregate Scheduled Principal Balance of the Group II-2 Mortgage Loans, plus (ii) the aggregate Scheduled Principal Balance of the REO Properties in Loan Group II-2, in each case before reduction for any Realized Losses on such Distribution Date exceeds (y) the excess, if any, of the aggregate Certificate Principal Balance of the Class II-A2 Certificates, the Class II-A2A Certificates and the Class II-A2B Certificates for such Distribution Date over the aggregate amount, if any, payable to the Holders of the Class II-A2 Certificates, the Class II-A2A Certificates and the Class II-A2B Certificates on such date pursuant to clause (d) of the definition of “Senior Principal Distribution Amount,” the Group II-2 Senior Percentage will

equal the lesser of (a) 100% and (b) fraction, expressed as a percentage, the numerator of which is the sum of (i) the excess, if any, of the aggregate Certificate Principal Balance of the Class II-A2 Certificates, the Class II-A2A Certificates and the Class II-A2B Certificates for such Distribution Date over the aggregate amount, if any, payable to the Holders of the Class II-A2 Certificates, the Class II-A2A Certificates and the Class II-A2B Certificates on such date pursuant to clause (d) of the definition of “Senior Principal Distribution Amount,” plus (ii) the Group II-2 Allocation Percentage of the Overcollateralized Amount with respect to Collateral Pool II, and the denominator of which is the sum of (i) the aggregate Scheduled Principal Balance of the Group II-2 Mortgage Loans, plus (ii) the aggregate Scheduled Principal Balance of the REO Properties in Loan Group II-2, in each case before reduction for any Realized Losses on such Distribution Date. On any Distribution Date after the reduction of the Certificate Principal Balances of all of the Group II Class A Certificates (other than the Class II-A2 Certificates, the Class II-A2A Certificates and the Class II-A2B Certificates) to zero, the Group II-2 Senior Percentage for the Class II-A2 Certificates, the Class II-A2A Certificates and the Class II-A2B Certificates will be the lesser of (a) 100% and (b) a fraction, expressed as a percentage, the numerator of which is the excess, if any, of the aggregate Certificate Principal Balance of the Class II-A2 Certificates, the Class II-A2A Certificates and the Class II-A2B Certificates for such Distribution Date over the aggregate amount, if any, payable to the Holders of the Class II-A2 Certificates, the Class II-A2A Certificates and the Class II-A2B Certificates on such date pursuant to clause (d) of the definition of “Senior Principal Distribution Amount,” and the denominator of which is the sum of (i) the aggregate Scheduled Principal Balance of the Group II Mortgage Loans, plus (ii) the aggregate Scheduled Principal Balance of the REO Properties in Collateral Pool II, in each case before reduction for any Realized Losses on such Distribution Date.

“Group II-2 Senior Prepayment Percentage”: With respect to any Distribution Date and the Class II-A2 Certificates, the Class II-A2A Certificates and the Class II-A2B Certificates within the range indicated below, the percentage as indicated below:

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

provided , however , no reduction to the Group II-2 Senior Prepayment Percentage described above shall be made as of any Distribution Date unless (i) the outstanding principal balance of the Group II Mortgage Loans delinquent 60 days or more (including REO Properties and Mortgage Loans in foreclosure) averaged over the last six months does not exceed 50% of the

sum of the then current Certificate Principal Balances of the Group II Subordinate Certificates and (ii) Realized Losses on the Group II Mortgage Loans to date are less than the then applicable Trigger Amount.

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

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 second preceding paragraph are met and (c) (i) on or prior to the Distribution Date occurring in July 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 July 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-2 Senior Prepayment Percentage for such Distribution Date will equal the Group II-2 Senior Percentage plus 50% of the Group II-2 Subordinate Percentage for such Distribution Date, if such Distribution Date is prior to August 2008, and will equal the Group II-2 Senior Percentage for such Distribution Date, if such Distribution Date occurs on or after August 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-2 Senior Prepayment Percentage shall be 100%.

Upon reduction of the Certificate Principal Balances of the Class II-A2 Certificates, the Class II-A2A Certificates and the Class II-A2B Certificates to zero, the Group II-2 Senior Prepayment Percentage shall be 0%.

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

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

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

“Group II-3 Available Distribution Amount”: With respect to any Distribution Date and the Group II-3 Mortgage Loans, an amount equal to the excess of (i) the sum

attributable to such Mortgage Loans of (a) the aggregate of the Monthly Payments due on or before the Due Date relating to such Distribution Date and received by the Master Servicer (or a Sub-Servicer on its behalf) on or prior to the related Determination Date, after deduction of the applicable Servicing Fee and the Administration Fee (b) Liquidation Proceeds, Insurance Proceeds, Principal Prepayments, proceeds from repurchases of and substitutions for Mortgage Loans, Subsequent Recoveries and other unscheduled 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-3 Available Distribution Amount for any Distribution Date shall be increased (in the case of an Undercollateralized Loan Group with respect to Loan Group II-3) or decreased (in the case of an Overcollateralized Loan Group with respect to Loan Group II-3) by any applicable Diverted Interest Amount or Class A Principal Adjustment Amount, in each case for such Distribution Date.

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

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

“Group II-3 Senior Percentage”: With respect to any Distribution Date and the Class II-A3 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 II-A3 Certificates for such Distribution Date over the aggregate amount, if any, payable to the Holders of the Class II-A3 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-3 Mortgage Loans, plus (ii) the aggregate

Scheduled Principal Balance of the REO Properties in Loan Group II-3, in each case before reduction for any Realized Losses on such Distribution Date.

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

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

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

provided , however , no reduction to the Group II-3 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-3 Senior Prepayment Percentage will be the greater of (x) the Group II-3 Senior Prepayment Percentage for such Distribution Date or (y) the Group II-3 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 second preceding paragraph are met and (c) (i) on or prior to the Distribution Date occurring in July 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 July 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-3 Senior Prepayment Percentage for such Distribution Date will equal the Group II-3 Senior Percentage plus 50% of the Group II-3 Subordinate Percentage for such Distribution Date, if such Distribution Date is prior to August 2008, and will equal the Group II-3 Senior Percentage for such Distribution Date, if such Distribution Date occurs on or after August 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-3 Senior Prepayment Percentage shall be 100%.

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

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

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

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

Overcollateralized Amount, the Group II-2 Overcollateralized Amount, the Group II-3 Overcollateralized Amount and the Group II-4 Overcollateralized Amount.

“Group II-4 Available Distribution Amount”: With respect to any Distribution Date and the Group II-4 Mortgage Loans, an amount equal to the excess of (i) the sum attributable to such Mortgage Loans of (a) the aggregate of the Monthly Payments due on or before the Due Date relating to such Distribution Date and received by the Master Servicer (or a Sub-Servicer on its behalf) on or prior to the related Determination Date, after deduction of the applicable Servicing Fee and the Administration Fee (b) Liquidation Proceeds, Insurance Proceeds, Principal Prepayments, proceeds from repurchases of and substitutions for Mortgage Loans, Subsequent Recoveries and other unscheduled 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-4 Available Distribution Amount for any Distribution Date shall be increased (in the case of an Undercollateralized Loan Group with respect to Loan Group II-4) or decreased (in the case of an Overcollateralized Loan Group with respect to Loan Group II-4) by any applicable Diverted Interest Amount or Class A Principal Adjustment Amount, in each case for such Distribution Date.

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

“Group II-4 Overcollateralized Amount”: With respect to any Distribution Date on which an Overcollateralized Amount with respect to Collateral Pool II exists, the excess, if any, of (i) the sum of (a) the aggregate of the Scheduled Principal Balances of the Group II-4 Mortgage Loans plus (b) the aggregate of the Scheduled Principal Balances of the REO Properties in Loan Group II-4, in each case, after scheduled and unscheduled payments in respect of principal were received or advanced, over (ii) the aggregate Certificate Principal Balance of the Class II-A4 Certificates, the Class II-A4A-1 Certificates, the Class II-A4B-1 Certificates, the Class II-A4A-2 Certificates and the Class II-A4B-2 Certificates immediately after payment of the related Senior Principal Distribution Amount.

“Group II-4 Senior Percentage”: With respect to any Distribution Date and the Class II-A4 Certificates, the Class II-A4A-1 Certificates, the Class II-A4B-1 Certificates, the Class II-A4A-2 Certificates and the Class II-A4B-2 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-A4 Certificates, the Class II-A4A-1 Certificates, the Class II-A4B-1 Certificates, the Class II-A4A-2 Certificates and the Class II-A4B-2 Certificates for such Distribution Date over the aggregate amount, if any, payable to the Holders of the Class II-A4 Certificates, the Class II-A4A-1 Certificates, the Class II-A4B-1 Certificates, the Class II-A4A-2 Certificates and the Class II-A4B-2 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-4 Mortgage Loans, plus (ii) the aggregate Scheduled Principal Balance of the REO Properties in Loan Group II-4, in each case before reduction for any Realized Losses on such Distribution Date.

Notwithstanding the foregoing, on any Cross-Collateralization Date on which (x) the sum of (i) the aggregate Scheduled Principal Balance of the Group II-4 Mortgage Loans, plus (ii) the aggregate Scheduled Principal Balance of the REO Properties in Loan Group II-4, in each case before reduction for any Realized Losses on such Distribution Date exceeds (y) the excess, if any, of the aggregate Certificate Principal Balance of the Class II-A4 Certificates, the Class II-A4A-1 Certificates, the Class II-A4B-1 Certificates, the Class II-A4A-2 Certificates and the Class II-A4B-2 Certificates for such Distribution Date over the aggregate amount, if any, payable to the Holders of the Class II-A4 Certificates, the Class II-A4A-1 Certificates, the Class II-A4B-1 Certificates, the Class II-A4A-2 Certificates and the Class II-A4B-2 Certificates on such date pursuant to clause (d) of the definition of “Senior Principal Distribution Amount,” the Group II-4 Senior Percentage will equal the lesser of (a) 100% and (b) fraction, expressed as a percentage, the numerator of which is the sum of (i) the excess, if any, of the aggregate Certificate Principal Balance of the Class II-A4 Certificates, the Class II-A4A-1 Certificates, the Class II-A4B-1 Certificates, the Class II-A4A-2 Certificates and the Class II-A4B-2 Certificates for such Distribution Date over the aggregate amount, if any, payable to the Holders of the Class II-A4 Certificates, the Class II-A4A-1 Certificates, the Class II-A4B-1 Certificates, the Class II-A4A-2 Certificates and the Class II-A4B-2 Certificates on such date pursuant to clause (d) of the definition of “Senior Principal Distribution Amount,” plus (ii) the Group II-4 Allocation Percentage of the Overcollateralized Amount with respect to Collateral Pool II, and the denominator of which is the sum of (i) the aggregate Scheduled Principal Balance of the Group II-4 Mortgage Loans, plus (ii) the aggregate Scheduled Principal Balance of the REO Properties in Loan Group II-4, in each case before reduction for any Realized Losses on such Distribution Date. On any Distribution Date after the reduction of the Certificate Principal Balances of all of the Group II Class A Certificates (other than the Class II-A4 Certificates, the Class II-A4A-1 Certificates, the Class II-A4B-1 Certificates, the Class II-A4A-2 Certificates and the Class II-A4B-2 Certificates) to zero, the Group II-4 Senior Percentage for the Class II-A4 Certificates, the Class II-A4A-1 Certificates, the Class II-A4B-1 Certificates, the Class II-A4A-2 Certificates and the Class II-A4B-2 Certificates will be the lesser of (a) 100% and (b) a fraction, expressed as a percentage, the numerator of which is the excess, if any, of the aggregate Certificate Principal Balance of the Class II-A4 Certificates, the Class II-A4A-1 Certificates, the Class II-A4B-1 Certificates, the Class II-A4A-2 Certificates and the Class II-A4B-2 Certificates for such Distribution Date over the aggregate amount, if any, payable to the Holders of the Class II-A4

Certificates, the Class II-A4A-1 Certificates, the Class II-A4B-1 Certificates, the Class II-A4A-2 Certificates and the Class II-A4B-2 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 Collateral Pool II, in each case before reduction for any Realized Losses on such Distribution Date.

“Group II-4 Senior Prepayment Percentage”: With respect to any Distribution Date and the Class II-A4 Certificates, the Class II-A4A-1 Certificates, the Class II-A4B-1 Certificates, the Class II-A4A-2 Certificates and the Class II-A4B-2 Certificates within the range indicated below, the percentage as indicated below:

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

provided , however , no reduction to the Group II-4 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-4 Senior Prepayment Percentage will be the greater of (x) the Group II-4 Senior Prepayment Percentage for such Distribution Date or (y) the Group II-4 Senior Prepayment Percentage for the immediately preceding Distribution Date.

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-4 Senior Prepayment Percentage for such Distribution Date will equal the Group II-4 Senior Percentage plus 50% of the Group II-4 Subordinate Percentage for such Distribution Date, if such Distribution Date is prior to August 2008, and will equal the Group II-4 Senior Percentage for such Distribution Date, if such Distribution Date occurs on or after August 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-4 Senior Prepayment Percentage shall be 100%.

Upon reduction of the Certificate Principal Balances of the Class II-A4 Certificates, the Class II-A4A-1 Certificates, the Class II-A4B-1 Certificates, the Class II-A4A-2 Certificates and the Class II-A4B-2 Certificates to zero, the Group II-4 Senior Prepayment Percentage shall be 0%.

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

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

“Group III Available Distribution Amount”: With respect to any Distribution Date and the Group III 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, 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 III Certificates”: The Group III Senior Certificates and the Group III Subordinate Certificates.

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

“Group III Senior Certificates”: The Class III-A1 Certificates, the Class III-A2 Certificates and the Class III-R Certificates.

“Group III Senior Percentage”: 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 excess, if any, of the aggregate Certificate Principal Balance of the Group III Senior Certificates for such Distribution Date over the aggregate amount, if any, payable to the Holders of the Group III Senior 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 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.

“Group III Senior Prepayment Percentage”: With respect to any Distribution Date and the Group III Senior Certificates within the range indicated below, the percentage as indicated below:

Distribution Date	Group III Senior Prepayment Percentage
August 2005 through July 2015	100%
August 2015 through July 2016	Group III Senior Percentage, plus 70% of the Group III Subordinate Percentage
August 2016 through July 2017	Group III Senior Percentage, plus 60% of the Group III Subordinate Percentage
August 2017 through July 2018	Group III Senior Percentage, plus 40% of the Group III Subordinate Percentage
August 2018 through July 2019	Group III Senior Percentage, plus 20% of the Group III Subordinate Percentage
August 2019 and thereafter	Group III Senior Percentage;

provided , however , no reduction to the Group III Senior Prepayment Percentage described above shall be made as of any Distribution Date unless (i) the outstanding principal balance of the Group III 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 III Subordinate Certificates and (ii) Realized Losses on the Group III Mortgage Loans to date are less than the then applicable Trigger Amount.

On any Distribution Date on which Realized Losses on the Group III Mortgage Loans to date are greater than the then applicable Trigger Amount, the Group III Senior Prepayment Percentage will be the greater of (x) the Group III Senior Prepayment Percentage for

such Distribution Date or (y) the Group III Senior Prepayment Percentage for the immediately preceding Distribution Date.

Notwithstanding the above, if on any Distribution Date (a) the Group III Subordinate Percentage, prior to giving effect to any distributions on such Distribution Date, equals or exceeds two times the initial Group III Subordinate Percentage, (b) the provisions of clause (i) of the second preceding paragraph are met and (c) (i) on or prior to the Distribution Date occurring in July 2008, cumulative Realized Losses on the Group III 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 III Subordinate Certificates and (ii) after the Distribution Date occurring in July 2008, cumulative Realized Losses on the Group III 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 III Subordinate Certificates, then the Group III Senior Prepayment Percentage for such Distribution Date will equal the Group III Senior Percentage plus 50% of the Group III Subordinate Percentage for such Distribution Date, if such Distribution Date is prior to August 2008, and will equal the Group III Senior Percentage for such Distribution Date, if such Distribution Date occurs on or after August 2008.

On any Distribution Date on which the Group III Senior Percentage exceeds the initial Group III Senior Percentage, the Group III Senior Prepayment Percentage shall be 100%.

Upon reduction of the Certificate Principal Balances of the Class III-A1 Certificates and the Class III-A2 Certificates to zero, the Group III Senior Prepayment Percentage shall be 0%.

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

“Group III Subordinate Percentage”: 100% minus the Group III Senior Percentage.

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

“Independent Contractor”: Either (i) any Person (other than the Master Servicer) that would be an “independent contractor” with respect to any REMIC within the meaning of Section 856(d)(3) of the Code if any REMIC were a real estate investment trust (except that the ownership tests set forth in that section shall be considered to be met by any Person that owns,

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

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

“Initial Sub-Servicing Agreement”: With respect to the Countrywide Mortgage Loans, the Amended and Restated Master Mortgage Loan Purchase and Servicing Agreement dated as of December 15, 2003, as modified as of the date hereof with respect to the Mortgage Loans in the Trust Fund. With respect to the MortgageIT Mortgage Loans, Master Mortgage Loan Purchase and Interim Servicing Agreement dated as of November 1, 2004, as modified as of the date hereof with respect to the Mortgage Loans in the Trust Fund, or, if such servicing agreement is superseded by a permanent servicing agreement, the applicable permanent servicing agreement (provided that such permanent servicing agreement does not result in the withdrawal, qualification or downgrade of the rating of any Certificates rated by any Rating Agency as of the Closing Date). With respect to the Quicken Mortgage Loans, the Master Mortgage Loan Purchase and Interim Servicing Agreement dated as of November 1, 2004, as modified as of the date hereof with respect to the Mortgage Loans in the Trust Fund, or, if such servicing agreement is superseded by a permanent servicing agreement, the applicable permanent servicing agreement (provided that such permanent servicing agreement does not result in the withdrawal, qualification or downgrade of the rating of any Certificates rated by any Rating Agency as of the Closing Date). With respect to the Wells Mortgage Loans, (i) the Seller’s Warranties and Servicing Agreement, dated as of March 1, 2005, relating to the WFHM 2005-W16 Mortgage Loans, (ii) the Seller’s Warranties and Servicing Agreement, dated as of June 1, 2005, relating to the WFHM 2005-W38 Mortgage Loans, (iii) the Seller’s Warranties and Servicing Agreement, dated as of June 1, 2005, relating to the WFHM 2005-W40 Mortgage Loans, (iv) the Seller ’s Warranties and Servicing Agreement, dated as of July 1, 2005, relating to the WFHM 2005-W41 Mortgage Loans, (v) the Seller’s Warranties and Servicing Agreement, dated as of July 1, 2005, relating to the WFHM 2005-W43 Mortgage Loans, (vi) the Seller ’s Warranties and Servicing Agreement, dated as of July 1, 2005, relating to the WFHM 2005-W48 Mortgage Loans or (vii) the Seller’s Warranties and Servicing Agreement, dated as of July 1, 2005, relating to the WFHM 2005-W52 Mortgage Loans, each as modified as of the date hereof with respect to the Mortgage Loans in the Trust Fund. With respect to the National City Mortgage Loans, the Amended and Restated Master Seller’s Warranties and Servicing Agreement, dated as of September 1, 2003, as amended and restated to and including April 1, 2005, as modified as of the date hereof with respect to the Mortgage Loans in the Trust Fund.

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

“Interest Accrual Period”: With respect to any Distribution Date and any Class of Certificates, the calendar month preceding the month in which the Distribution Date occurs, and each such Interest Accrual Period will be deemed to be 30 days regardless of its actual length. All distributions of interest on the Certificates will be based on a 360-day year consisting of twelve 30-day months.

“Interest Distribution Amount”: With respect to any Class of Certificates for any Distribution Date, an amount equal to one month’s interest accrued during the most recently ended Interest Accrual Period at the applicable Pass-Through Rate on the Certificate Principal Balance thereof immediately prior to such Distribution Date. The Interest Distribution Amount for any Class of Certificates (a) will also include, in the case of any Distribution Date subsequent to the initial Distribution Date, the excess, if any, of the Interest Distribution Amount in respect of such Certificates for the immediately preceding Distribution Date, over the aggregate distributions of interest made in respect of such Certificates pursuant to Section 4.01(a)(1) on such immediately preceding Distribution Date and (b) will be reduced, in the case of any Distribution Date, by the amount of any Prepayment Interest Shortfalls (to the extent not covered by Compensating Interest Payments paid by Master Servicer) and Relief Act Interest Shortfalls that were allocated to such Class on such Distribution Date pursuant to Section 1.02 and (c) in the case of any Class of Group I Certificates will be further reduced, in the case of any Distribution Date, by the amount of Net Deferred Interest allocated to such Class on such Distribution Date. The Interest Distribution Amount for any Class of Certificates will be based on a 360 day year consisting of twelve 30-day Interest Accrual Periods.

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

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

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

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

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

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

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

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

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

“Loan Group III”: The Loan Group consisting of the Group III Mortgage Loans.

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

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

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

more onerous than the form of the required certification as of the Closing Date, the Master Servicer Certification shall be as agreed to by the Master Servicer and the Depositor following a negotiation in good faith to determine how to comply with any such new requirements.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(i)	the Master Servicer’s Mortgage Loan identifying number;
(ii)	a code indicating whether the Mortgaged Property is owner-occupied;
(iii)	the type of Residential Dwelling constituting the Mortgaged Property;
(iv)	the original months to maturity;
(v)	the original date of the mortgage;
(vi)	the Loan-to-Value Ratio at origination;
(vii)	the Mortgage Rate in effect immediately following the Cut-off Date;

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

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

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

(xiii)

the original principal amount of the Mortgage Loan;

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

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

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

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

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

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

(xxi)

the Servicing Fee Rate;

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

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

(xxiv) whether such Mortgage Loan is a Negative Amortization Mortgage Loan, and if so, the payment cap and recast terms;

(xxv)	the Loan Group to which such Mortgage Loan belongs; and
(xxvi)	the originator and Initial Sub-Servicer of such Mortgage Loan.

The Mortgage Loan Schedule shall set forth the following information with respect to the Mortgage Loans in the aggregate as of the Cut-off Date: (1) the number of Mortgage Loans; (2) the current principal balance of the Mortgage Loans; (3) the weighted average Mortgage Rate of the Mortgage Loans; (4) the weighted average maturity of the Mortgage Loans; (5) the Scheduled Principal Balance of the Mortgage Loans as of the close of business on the Cut-off Date (not taking into account any Principal Prepayments received on the Cut-off Date); and (6) the amount of the Monthly Payment as of the Cut-off Date. The Mortgage

Loan Schedule shall be amended from time to time by the Depositor in accordance with the provisions of this Agreement. With respect to any Qualified Substitute Mortgage Loan, Cut-off Date shall refer to the related Cut-off Date for such Mortgage Loan, determined in accordance with the definition of Cut-off Date herein.

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

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

“Mortgage Rate”: With respect to each Mortgage Loan, the annual rate at which interest accrues on such Mortgage Loan from time to time in accordance with the provisions of the related Mortgage Note, without regard to any reduction thereof as a result of a Debt Service Reduction or operation of the Relief Act. With respect to each Mortgage Loan that becomes an REO Property, as of any date of determination, the annual rate determined in accordance with the immediately preceding sentence as of the date such Mortgage Loan became an REO Property.

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

“Mortgagor”: The obligor on a Mortgage Note.

“National City”: National City Mortgage Company or its successor in interest.

“National City Mortgage Loans”: The Mortgage Loans originated by National City.

“Negative Amortization Mortgage Loan”: Each Group I Mortgage Loan identified as such on the Mortgage Loan Schedule.

“Net Deferred Interest”: With respect to the Negative Amortization Mortgage Loans and any Distribution Date, the excess, if any, of (i) the Deferred Interest that accrued on such Mortgage Loans and was due during the related Due Period, over (ii) the amount of unscheduled collections of principal included in the Group I Available Distribution Amount for that Distribution Date.

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

Remittance Rate on REMIC II-A Regular Interest LT-1B, weighted on the basis of the Uncertificated Balance of such REMIC II-A Regular Interest. The Net WAC Rate for any Distribution Date and the Group II-2 Mortgage Loans is a rate per annum equal to the weighted average of the Expense Adjusted Mortgage Rates of the Group II-2 Mortgage Loans, weighted based on their principal balances as of the first day of the related Due Period. For federal income tax purposes, the equivalent of the foregoing shall be expressed as the weighted average of the REMIC II-A Remittance Rate on REMIC II-A Regular Interest LT-2B, weighted on the basis of the Uncertificated Balance of such REMIC II-A Regular Interest. The Net WAC Rate for any Distribution Date and the Group II-3 Mortgage Loans is a rate per annum equal to the weighted average of the Expense Adjusted Mortgage Rates of the Group II-3 Mortgage Loans, weighted based on their principal balances as of the first day of the related Due Period. For federal income tax purposes, the equivalent of the foregoing shall be expressed as the weighted average of the REMIC II-A Remittance Rate on REMIC II-A Regular Interest LT-3B, weighted on the basis of the Uncertificated Balance of such REMIC II-A Regular Interest. The Net WAC Rate for any Distribution Date and the Group II-4 Mortgage Loans is a rate per annum equal to the weighted average of the Expense Adjusted Mortgage Rates of the Group II-4 Mortgage Loans, weighted based on their principal balances as of the first day of the related Due Period. For federal income tax purposes, the equivalent of the foregoing shall be expressed as the weighted average of the REMIC II-A Remittance Rate on REMIC II-A Regular Interest LT-4B, weighted on the basis of the Uncertificated Balance of such REMIC II-A Regular Interest. The Net WAC Rate for any Distribution Date and the Group III Mortgage Loans is a rate per annum equal to the weighted average of the Expense Adjusted Mortgage Rates of the Group III Mortgage Loans, weighted based on their principal balances as of the first day of the related Due Period.

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

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

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

“Officers’ Certificate”: With respect to the Seller or the Depositor, a certificate signed by the Chairman of the Board, the Vice Chairman of the Board, the President or a vice president (however denominated), and by the Treasurer, the Secretary, or one of the assistant treasurers or assistant secretaries of the Seller or the Depositor, as applicable; with respect to the Master Servicer, any officer who is authorized to act for the Master Servicer in matters relating to this Agreement, and whose action is binding upon the Master Servicer, initially including those individuals whose names appear on the list of authorized officers delivered at the closing.

“Opinion of Counsel”: A written opinion of counsel, who may, without limitation, be salaried counsel for the Depositor, the Master Servicer or the Trust Administrator acceptable

to the Trustee, if such opinion is delivered to the Trustee, or reasonably acceptable to the Trust Administrator, if such opinion is delivered to the Trust Administrator, except that any opinion of counsel relating to (a) the qualification of any Trust REMIC as a REMIC or (b) compliance with the REMIC Provisions must be an opinion of Independent counsel.

“Original Group I Mortgage Loan”: Any Mortgage Loans included in Loan Group I as of the Closing Date.

“Original Group II-1 Mortgage Loan”: Any Mortgage Loans included in Loan Group II-1 as of the Closing Date.

“Original Group II-2 Mortgage Loan”: Any Mortgage Loans included in Loan Group II-2 as of the Closing Date.

“Original Group II-3 Mortgage Loan”: Any Mortgage Loans included in Loan Group II-3 as of the Closing Date.

“Original Group II-4 Mortgage Loan”: Any Mortgage Loans included in Loan Group II-4 as of the Closing Date.

“Original Group III Mortgage Loan”: Any Mortgage Loans included in Loan Group III as of the Closing Date.

“Original Mortgage Loan”: Any Original Group I Mortgage Loan, Original Group II-1 Mortgage Loan, Original Group II-2 Mortgage Loan, Original Group II-3 Mortgage Loan, Original Group II-4 Mortgage Loan or Original Group III Mortgage Loan.

“Originator”: Countrywide, Quicken, MortgageIT, Wells Fargo or National City, as applicable.

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

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

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

“Pass-Through Rate”: With respect to the Group I Certificates and any Distribution Date, the Net WAC Rate for the Group I Mortgage Loans for such Distribution Date.

With respect to the Class II-A1 Certificates and any Distribution Date, the Net WAC Rate for the Group II-1 Mortgage Loans for such Distribution Date.

With respect to the Class II-A2 Certificates, the Class II-A2A Certificates and the Class II-A2B Certificates and any Distribution Date, the Net WAC Rate for the Group II-2 Mortgage Loans for such Distribution Date.

With respect to the Class II-A3 Certificates and any Distribution Date, the Net WAC Rate for the Group II-3 Mortgage Loans for such Distribution Date.

With respect to the Class II-A4 Certificates, the Class II-A4A-1 Certificates, the Class II-A4B-1 Certificates, the Class II-A4A-2 Certificates and the Class II-A4B-2 Certificates and any Distribution Date, the Net WAC Rate for the Group II-4 Mortgage Loans for such Distribution Date.

With respect to each class of Group II Subordinate Certificates and any Distribution Date, the related Subordinate Net WAC Rate for such Distribution Date.

With respect to the Class II-R Certificates and the first Distribution Date, the Net WAC Rate for the Group II-4 Mortgage Loans for such Distribution Date.

With respect to the Group III Certificates and any Distribution Date, the Net WAC Rate for the Group III Mortgage Loans for such Distribution Date.

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

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

“Percentage Interest”: With respect to any Class of Certificates, the portion of the respective Class evidenced by such Certificate, expressed as a percentage, the numerator of which is the initial Certificate Principal Balance represented by such Certificate, and the denominator of which is the initial aggregate Certificate Principal Balance of all of the Certificates of such Class. The Book-Entry Certificates are issuable only in Percentage Interests corresponding to initial Certificate Principal Balances of $100,000 and integral multiples of $1.00 in excess thereof. The Private Certificates are issuable only in Percentage Interests corresponding to the initial Certificate Principal Balances of $100,000 and integral multiples of $1.00 in excess thereof; provided, however, that a single Certificate of each such Class of Certificates may be issued having a Percentage Interest corresponding to the remainder of the aggregate initial Certificate Principal Balance of such Class or to an otherwise authorized denomination for such Class plus such remainder. The Residual Certificates are issuable only in Percentage Interests of 20% and multiples thereof.

“Permitted Investments”: Any one or more of the following obligations or securities acquired at a purchase price of not greater than par, regardless of whether issued by the Depositor, the Master Servicer, the Trustee, the Paying Agent, the Authenticating Agent, the Certificate Registrar, the Trust Administrator or any of their respective Affiliates:

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

(ii) demand and time deposits in, certificates of deposit of, or bankers’ acceptances (which shall each have an original maturity of not more than 90 days and, in the case of bankers’ acceptances, shall in no event have an original maturity of more than 365 days or a remaining maturity of more than 30 days) denominated in United States dollars and issued by, any Depository Institution;

(iii) repurchase obligations with respect to any security described in clause (i) above entered into with a Depository Institution (acting as principal);

(iv) securities bearing interest or sold at a discount that are issued by any corporation incorporated under the laws of the United States of America or any state thereof and that are rated by the Rating Agencies in its highest long-term unsecured rating category at the time of such investment or contractual commitment providing for such investment;

(v) commercial paper (including both non-interest-bearing discount obligations and interest-bearing obligations payable on demand or on a specified date not more than 30 days after the date of acquisition thereof) that is rated by the Rating Agencies in its highest short-term unsecured debt rating available at the time of such investment;

(vi) units of money market funds, including money market funds advised by the Trustee, the Trust Administrator or an Affiliate of either of them, that have been rated “AAA” by S&P and “Aaa” by Moody’s and in the highest rating category by Fitch if rated by Fitch; and

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

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

“Permitted Transferee”: Any Transferee of a Residual Certificate other than a Disqualified Organization or Non-United States Person.

“Person”: Any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

“P&I Advance”: As to any Mortgage Loan or REO Property, any advance made by the Master Servicer in respect of any Distribution Date pursuant to Section 4.03.

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

“Prepayment Assumption”: A prepayment rate for the Mortgage Loans of 25% CPR. The Prepayment Assumption is used solely for determining the accrual of original issue discount on the Certificates for federal income tax purposes. A CPR (or Constant Prepayment Rate) represents an annualized constant assumed rate of prepayment each month of a pool of mortgage loans relative to its outstanding principal balance for the life of such pool.

“Prepayment Interest Shortfall”: With respect to any Distribution Date, for each Mortgage Loan that was during the related Prepayment Period the subject of a Principal Prepayment in full or in part that was applied by the Master Servicer to reduce the outstanding principal balance of such loan on a date preceding the Due Date in the succeeding Prepayment Period, an amount equal to interest at the applicable Mortgage Loan Remittance Rate on the amount of such Principal Prepayment for the number of days commencing on the date on which the prepayment is applied and ending on the last day of the related Prepayment Period. The obligations of the Master Servicer in respect of any Prepayment Interest Shortfall are set forth in Section 3.24.

“Prepayment Period”: With respect to any Distribution Date, the calendar month preceding the calendar month in which such Distribution Date occurs.

“Primary Mortgage Insurance Policy”: Each primary policy of mortgage guaranty insurance in effect as represented in the Mortgage Loan Purchase Agreement and as so indicated on the Mortgage Loan Schedule, or any replacement policy therefor obtained by the Master Servicer or any Sub-Servicer pursuant to Section 3.13.

“Prime Rate”: The lesser of (i) the per annum rate of interest, publicly announced from time to time by JPMorgan Chase Bank, N.A. at its principal office in the City of New York, as its prime or base lending rate (any change in such rate of interest to be effective on the date such change is announced by JPMorgan Chase Bank, N.A.) and (ii) the maximum rate permissible under applicable usury or similar laws limiting interest rates.

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

“Private Certificates”: The Class I-B4 Certificates, Class I-B5 Certificates, Class I- B6 Certificates, Class II-B4 Certificates, Class II-B5 Certificates, Class II-B6 Certificates, Class III-B4 Certificates, Class III-B5 Certificates and Class III-B6 Certificates.

“Purchase Price”: With respect to any Mortgage Loan or REO Property to be purchased pursuant to or as contemplated by Section 2.03 or Section 9.01, and as confirmed by an Officers’ Certificate from the Master Servicer to the Trustee and the Trust Administrator, an amount equal to the sum of: (i) 100% of the Stated Principal Balance thereof as of the date of purchase (or such other price as provided in Section 9.01), (ii) in the case of (x) a Mortgage Loan, accrued interest on such Stated Principal Balance at the applicable Mortgage Loan Remittance Rate in effect from time to time from the Due Date as to which interest was last covered by a payment by the Mortgagor or an advance by the Master Servicer, which payment or advance had as of the date of purchase been distributed pursuant to Section 4.01, through the end of the calendar month in which the purchase is to be effected, and (y) an REO Property, the sum of (1) accrued interest on such Stated Principal Balance at the applicable Mortgage Loan Remittance Rate in effect from time to time from the Due Date as to which interest was last covered by a payment by the Mortgagor or an advance by the Master Servicer through the end of the calendar month immediately preceding the calendar month in which such REO Property was acquired, plus (2) REO Imputed Interest for such REO Property for each calendar month commencing with the calendar month in which such REO Property was acquired and ending with the calendar month in which such purchase is to be effected, minus the total of all net rental income, Insurance Proceeds, Liquidation Proceeds and P&I Advances that as of the date of purchase had been distributed as or to cover REO Imputed Interest pursuant to Section 4.01; (iii) any unreimbursed Servicing Advances and P&I Advances and any unpaid Servicing Fees and Administration Fees allocable to such Mortgage Loan or REO Property; (iv) any amounts previously withdrawn from the Collection Account in respect of such Mortgage Loan or REO Property pursuant to Sections 3.11(a)(ix) and Section 3.16(b); and (v) in the case of a Mortgage Loan required to be purchased pursuant to Section 2.03, expenses incurred or to be incurred by the Trust Fund in respect of the breach or defect giving rise to the purchase obligation including any costs and damages incurred by the Trust Fund in connection with any violation of any predatory or abusive lending law with respect to the related Mortgage Loan.

“Qualified Insurer”: Any insurer which meets the requirements of Fannie Mae and Freddie Mac.

“Qualified Substitute Mortgage Loan”: A mortgage loan substituted for a Deleted Mortgage Loan pursuant to the terms of this Agreement which must, on the date of such substitution, (i) have an outstanding principal balance, after application of all scheduled payments of principal and interest due during or prior to the month of substitution, not in excess of the Scheduled Principal Balance of the Deleted Mortgage Loan as of the Due Date in the calendar month during which the substitution occurs, (ii) have a Mortgage Rate not less than (and not more than one percentage point in excess of) the Mortgage Rate of the Deleted

Mortgage Loan, (iii) have a Maximum Mortgage Rate not less than the Maximum Mortgage Rate on the Deleted Mortgage Loan, (iv) have a Minimum Mortgage Rate not less than the Minimum Mortgage Rate of the Deleted Mortgage Loan, (v) have a Gross Margin equal to the Gross Margin of the Deleted Mortgage Loan, (vi) have a next Adjustment Date not more than two months later than the next Adjustment Date on the Deleted Mortgage Loan, (vii) be covered under a Primary Mortgage Insurance Policy if such Qualified Substitute Mortgage Loan has a Loan-to-Value Ratio in excess of 80% and the Deleted Mortgage Loan was covered by a Primary Mortgage Insurance Policy, (viii) have a remaining term to maturity not greater than (and not more than one year less than) that of the Deleted Mortgage Loan, (ix) have the same Due Date as the Due Date on the Deleted Mortgage Loan, (x) have a Loan-to-Value Ratio as of the date of substitution equal to or lower than the Loan-to-Value Ratio of the Deleted Mortgage Loan as of such date, (xi) [intentionally omitted]; and (xii) conform to each representation and warranty set forth in Section 6 of the Mortgage Loan Purchase Agreement applicable to the Deleted Mortgage Loan. In the event that one or more mortgage loans are substituted for one or more Deleted Mortgage Loans, the amounts described in clause (i) hereof shall be determined on the basis of aggregate principal balances, the Mortgage Rates described in clause (ii) hereof shall be determined on the basis of weighted average Mortgage Rates, the terms described in clause (viii) shall be determined on the basis of weighted average remaining terms to maturity, the Loan-to-Value Ratios described in clause (x) hereof shall be satisfied as to each such mortgage loan and, except to the extent otherwise provided in this sentence, the representations and warranties described in clause (xii) hereof must be satisfied as to each Qualified Substitute Mortgage Loan or in the aggregate, as the case may be.

“Quicken”: Quicken Loans Inc. or its successor in interest.

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

“Rate/Term Refinancing”: A Refinanced Mortgage Loan, the proceeds of which are not in excess of the existing first mortgage loan on the related Mortgaged Property and related closing costs, and were used exclusively to satisfy the then existing first mortgage loan of the Mortgagor on the related Mortgaged Property and to pay related closing costs.

“Rating Agencies”: S&P, Moody’s and Fitch or their successors. If such agencies or their successors are no longer in existence, the “Rating Agencies” shall be such nationally recognized statistical rating agencies, or other comparable Persons, designated by the Depositor, written notice of which designation shall be given to the Trustee, the Trust Administrator, the Paying Agent, the Authenticating Agent, the Certificate Registrar and the Master Servicer.

“Realized Loss”: With respect to each Mortgage Loan as to which a Final Recovery Determination has been made, an amount (not less than zero) equal to (i) the unpaid principal balance of such Mortgage Loan as of the commencement of the calendar month in which the Final Recovery Determination was made, plus (ii) accrued interest from the Due Date as to which interest was last paid by the Mortgagor through the end of the calendar month in which such Final Recovery Determination was made, calculated in the case of each calendar month during such period (A) at an annual rate equal to the annual rate at which interest was then accruing on such Mortgage Loan and (B) on a principal amount equal to the Stated Principal Balance of such Mortgage Loan as of the close of business on the Distribution Date during such

calendar month, plus (iii) any amounts previously withdrawn from the Collection Account in respect of such Mortgage Loan pursuant to Section 3.11(a)(ix) and Section 3.16(b), minus (iv) the proceeds, if any, received in respect of such Mortgage Loan prior to the date such Final Recovery Determination was made, net of amounts that are payable therefrom to the Master Servicer with respect to such Mortgage Loan pursuant to Section 3.11(a)(iii).

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

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

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

“Record Date”: With respect to each Distribution Date and any Certificate, the last Business Day of the month immediately preceding the month in which such Distribution Date occurs.

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

“Regular Certificate”: Any Senior Certificate or Subordinate Certificate.

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

“Relief Act”: The Servicemembers Civil Relief Act, as amended.

“Relief Act Interest Shortfall”: With respect to any Distribution Date and any Mortgage Loan, any reduction in the amount of interest collectible on such Mortgage Loan for the most recently ended calendar month as a result of the application of the Relief Act.

“REMIC”: A “real estate mortgage investment conduit” within the meaning of Section 860D of the Code.

“REMIC I”: As defined in the Preliminary Statement.

“REMIC II-A”: As defined in the Preliminary Statement.

“REMIC II-A Regular Interests”: The REMIC II-A Regular Interests, as set forth in the Preliminary Statement.

“REMIC II-A Remittance Rate”: With respect to REMIC II-A Regular Interest LT-1A, REMIC II-A Regular Interest LT-2A, REMIC II-A Regular Interest LT-3A, REMIC II-A Regular Interest LT-4A and REMIC II-A Regular Interest LT-ZZZ, the weighted average of the Expense Adjusted Mortgage Rates of the Group II Mortgage Loans, weighted based on their principal balances as of the first day of the related Due Period. With respect to REMIC II-A Regular Interest LT-1B, the weighted average of the Expense Adjusted Mortgage Rates of the Group II-1 Mortgage Loans, weighted based on their principal balances as of the first day of the related Due Period. With respect to REMIC II-A Regular Interest LT-2B, the weighted average of the Expense Adjusted Mortgage Rates of the Group II-2 Mortgage Loans, weighted based on their principal balances as of the first day of the related Due Period. With respect to REMIC II-A Regular Interest LT-3B, the weighted average of the Expense Adjusted Mortgage Rates of the Group II-3 Mortgage Loans, weighted based on their principal balances as of the first day of the related Due Period. With respect to REMIC II-A Regular Interest LT-4B and REMIC II-A Regular Interest LT-R, the weighted average of the Expense Adjusted Mortgage Rates of the Group II-4 Mortgage Loans, weighted based on their principal balances as of the first day of the related Due Period.

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

“REMIC II-B”: As defined in the Preliminary Statement.

“REMIC III”: As defined in the Preliminary Statement.

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

“REMIC Regular Interest”: Any REMIC II-A Regular Interest.

“Remittance Report”: A report in form and substance acceptable to the Trust Administrator and the Trustee prepared by the Master Servicer pursuant to Section 4.03 with such additions, deletions and modifications as agreed to by the Trustee, the Trust Administrator and the Master Servicer.

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

“REO Account”: The account or accounts maintained by the Master Servicer in respect of an REO Property pursuant to Section 3.23.

“REO Disposition”: The sale or other disposition of an REO Property on behalf of any Trust REMIC.

“REO Imputed Interest”: As to any REO Property, for any calendar month during which such REO Property was at any time part of REMIC I, REMIC II-A or REMIC III, one month’s interest at the applicable Mortgage Loan Remittance Rate on the Stated Principal Balance of such REO Property (or, in the case of the first such calendar month, of the related Mortgage Loan if appropriate) as of the close of business on the Distribution Date in such calendar month.

“REO Property”: A Mortgaged Property acquired by the Master Servicer on behalf of the Trust Fund through foreclosure or deed-in-lieu of foreclosure, as described in Section 3.23.

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

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

“Residual Certificate”: Any one of the Class I-R Certificates, Class II-R Certificates or Class III-R Certificates.

“Residual Interest”: The sole class of “residual interests” in a REMIC within the meaning of Section 860G(a)(2) of the Code.

“Responsible Officer”: When used with respect to the Trust Administrator, the Paying Agent, the Certificate Registrar or the Authenticating Agent, the President, any vice president, any assistant vice president, the Secretary, any assistant secretary, the Treasurer, any assistant treasurer, any trust officer or assistant trust officer, the Controller and any assistant controller or any other officer thereof customarily performing functions similar to those performed by any of the above designated officers and, with respect to a particular matter relating to this Agreement, to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject. When used with respect to the Trustee, any officer of the Trustee with direct responsibility for the administration of this Agreement and, with respect to a particular matter relating to this Agreement, to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject.

“Scheduled Principal Balance”: With respect to any Mortgage Loan: (a) as of the Cut-off Date, the outstanding principal balance of such Mortgage Loan as of such date, net of the principal portion of all unpaid Monthly Payments, if any, due on or before such date; (b) as of any Due Date subsequent to the Cut-off Date up to and including the Due Date in the calendar month in which a Liquidation Event occurs with respect to such Mortgage Loan, the Scheduled Principal Balance of such Mortgage Loan as of the Cut-off Date, minus the sum of (i) the principal portion of each Monthly Payment due on or before such Due Date but subsequent to the Cut-off Date, whether or not received, (ii) all Principal Prepayments received before such Due Date but after the Cut-off Date, (iii) the principal portion of all Liquidation Proceeds and Insurance Proceeds received before such Due Date but after the Cut-off Date, net of any portion thereof that represents principal due (without regard to any acceleration of payments under the related Mortgage and Mortgage Note) on a Due Date occurring on or before the date on which such proceeds were received and (iv) any Realized Loss incurred with respect thereto as a result of a Deficient Valuation occurring before such Due Date, but only to the extent such Realized Loss represents a reduction in the portion of principal of such Mortgage Loan not yet due (without regard to any acceleration of payments under the related Mortgage and Mortgage Note) as of the date of such Deficient Valuation; and (c) as of any Due Date subsequent to the occurrence of a Liquidation Event with respect to such Mortgage Loan, zero. With respect to any REO Property: (a) as of any Due Date subsequent to the date of its acquisition on behalf of the Trust Fund up to and including the Due Date in the calendar month in which a Liquidation Event occurs with respect to such REO Property, an amount (not less than zero) equal to the Scheduled Principal Balance of the related Mortgage Loan as of the Due Date in the calendar month in which such REO Property was acquired minus the principal portion of each Monthly Payment that would have become due on such related Mortgage Loan after such REO Property was acquired if such Mortgage Loan had not been converted to an REO Property; and (b) as of any Due Date subsequent to the occurrence of a Liquidation Event with respect to such REO Property, zero.

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

“Senior Certificate”: Any Group I Senior Certificate, Group II Senior Certificate or Group III Senior Certificate.

“Senior Percentage”: The Group I Senior Percentage, the Group II-1 Senior Percentage, the Group II-2 Senior Percentage, the Group II-3 Senior Percentage, the Group II-4 Senior Percentage and the Group III Senior Percentage, as applicable.

“Senior Prepayment Percentage”: The Group I Senior Prepayment Percentage, the Group II-1 Senior Prepayment Percentage, the Group II-2 Senior Prepayment Percentage, the Group II-3 Senior Prepayment Percentage, the Group II-4 Senior Prepayment Percentage and the Group III Senior Prepayment Percentage, as applicable.

“Senior Principal Distribution Amount”: For any Distribution Date and the Class A Certificates relating to any Loan Group, an amount equal to the lesser of (i) the Group I Available Distribution Amount, the Group II-1 Available Distribution Amount, the Group II-2 Available Distribution Amount, the Group II-3 Available Distribution Amount, the Group II-4 Available Distribution Amount or the Group III Available Distribution Amount, as applicable, remaining after distribution of the related Senior Interest Distribution Amount and (ii) the sum of:

(a) the product of (x) the then-applicable related Senior Percentage and (y) the sum of the following:

(i) the aggregate of the principal portions of all Monthly Payments due during the related Due Period in respect of the related Mortgage Loans, whether or not received;

(ii) the principal portion of all Insurance Proceeds, Subsequent Recoveries and Liquidation Proceeds (other than amounts described in clause (c) below) received in respect of the related Mortgage Loans during the related Prepayment Period (other than any related 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 Master Servicer pursuant to Section 4.03 in respect of a preceding Distribution Date;

(iii) the Stated Principal Balance (calculated immediately prior to such Distribution Date) of each related 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];

respective dates of substitution) of such Deleted Mortgage Loans, net of the aggregate 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 aggregate of the Stated Principal Balances (calculated as of the respective dates of substitution) of such Qualified Substitute Mortgage Loans;

(b) the product of (x) the then-applicable related Senior Prepayment Percentage and (y) the amount of all Principal Prepayments received in respect of the related Mortgage Loans during the related Prepayment Period;

(c) with respect to any related Mortgage Loan which was the subject of a Final Recovery Determination in the related Prepayment Period, the lesser of (a) the then-applicable related Senior Prepayment Percentage multiplied by the net Liquidation Proceeds and Insurance Proceeds allocable to principal in respect of such Mortgage Loan and (b) the then-applicable related Senior Percentage multiplied by the Scheduled Principal Balance of the related Mortgage Loan at the time of such Final Recovery Determination;

(d) in the case of any Distribution Date subsequent to the initial Distribution Date, an amount equal to the excess, if any, of the amounts calculated pursuant to clauses (a), (b) and (c) above for the immediately preceding Distribution Date, over the aggregate distributions of principal made in respect of the related Class or Classes of Class A 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 related Subordinate Certificates pursuant to Section 4.04; and

(e) with respect to Class A Certificates relating to any Loan Group relating to Collateral Pool II, any Class A Principal Adjustment Amount relating to such Collateral Pool (allocated among the Class A Certificates relating to such Collateral Pool on a pro rata basis based on their respective Certificate Principal Balances), if (i) the Subordination Test with respect to the related Subordinate Certificates has not been met with respect to such Distribution Date and (ii) there are Class A Certificates remaining outstanding relating to more than one Loan Group in such Collateral Pool..

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

“Servicing Advances”: The reasonable “out-of-pocket” costs and expenses incurred by the Master Servicer in connection with a default, delinquency or other unanticipated event by the Master Servicer in the performance of its servicing obligations, including, but not limited to, the cost of (i) the preservation, restoration and protection of a Mortgaged Property, (ii) any enforcement or judicial proceedings, including foreclosures, in respect of a particular Mortgage Loan, including any expenses incurred in relation to any such proceedings that result

from the Mortgage Loan being registered on the MERS System, (iii) the management (including reasonable fees in connection therewith) and liquidation of any REO Property, and (iv) the performance of its obligations under Section 3.01, Section 3.09, Section 3.13, Section 3.14, Section 3.16 and Section 3.23. The Master Servicer shall not be required to make any Servicing Advance in respect of a Mortgage Loan or REO Property that, in the good faith business judgment of the Master Servicer, would not be ultimately recoverable from related Insurance Proceeds or Liquidation Proceeds on such Mortgage Loan or REO Property as provided herein.

“Servicing 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 Servicing Fee Rate on the same principal amount on which interest on such Mortgage Loan accrues for such calendar month. A portion of such Servicing Fee may be retained by any Sub-Servicer as its servicing compensation.

“Servicing Fee Rate”: With respect to each Mortgage Loan, the rate per annum not less than 0.250% per annum and not greater than 0.500% per annum set forth as the Servicing Fee Rate thereon in the Mortgage Loan Schedule.

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

“Single Certificate”: With respect to any Class of Certificates (other than a Class of Residual Certificates), a hypothetical Certificate of such Class evidencing a Percentage Interest for such Class corresponding to an initial Certificate Principal Balance of $1,000. With respect to any Class of Residual Certificates, a hypothetical Certificate of such Class evidencing a 100% Percentage Interest in such Class.

“Special Hazard Amount”: For Collateral Pool I, initially an amount equal to $2,979,050. For Collateral Pool II, initially an amount equal to $8,270,484. For Collateral Pool III, initially an amount equal to $3,000,000. As of each anniversary of the Cut-off Date, for any Collateral Pool the Special Hazard Amount shall equal the lesser of (i) the Special Hazard Amount on the immediately preceding anniversary of the Cut-off Date less the sum of all amounts allocated to the related Subordinate Certificates in respect of Special Hazard Losses on the related Mortgage Loans during such year and (ii) the related Adjustment Amount for such anniversary. After the Certificate Principal Balances of the related Subordinate Certificates are reduced to zero, the Special Hazard Amount for a Collateral Pool will be zero.

“Special Hazard Loss”: Any Realized Loss or portion thereof not in excess of the lesser of the cost of repair or replacement of a Mortgaged Property suffered by such Mortgaged Property by reason of damage caused by certain hazards (including earthquakes, mudflows, and, to a limited extent, floods) not insured against under the hazard insurance policies or fire or flood insurance policies required to be maintained in respect of such Mortgaged Property pursuant to

Section 3.14, or by reason of the application of any co-insurance provision. Special Hazard Losses shall not include any Extraordinary Loss or any of the following:

(i) wear and tear, deterioration, rust or corrosion, mold, wet or dry rot; inherent vice or latent defect; animals, birds, vermin, insects;

(ii) smog, smoke, vapor, liquid or dust discharge from agricultural or industrial operations; pollution; contamination;

(iii) settling, subsidence, cracking, shrinkage, bulging or expansion of pavements, foundations, walls, floors, roofs or ceilings; and

(iv) errors in design, faulty workmanship or faulty materials, unless the collapse of the property or a part thereof ensues and then only for the ensuing loss.

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

“Startup Day”: With respect to any Trust REMIC, the day designated as such pursuant to Section 10.01(b) hereof.

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

which the proceeds, if any, of a Liquidation Event with respect to such REO Property would be distributed, zero.

“Stayed Funds”: If the Master Servicer is the subject of a proceeding under the federal Bankruptcy Code and the making of a any payment required to be made under the terms of the Certificates and this Agreement is prohibited by Section 362 of the federal Bankruptcy Code, funds which are in the custody of the Master Servicer, a trustee in bankruptcy or a federal bankruptcy court and should have been the subject of such Remittance absent such prohibition.

“Subordinate Certificates”: The Group I Subordinate Certificates, the Group II Subordinate Certificates and the Group III Subordinate Certificates.

“Subordinate Net WAC Rate”: For any Distribution Date and the Group II Subordinate Certificates, a rate per annum equal to the weighted average, weighted in proportion to the results of subtracting from the aggregate principal balance of each of Loan Group II-1, Loan Group II-2, Loan Group II-3 and Loan Group II-4 the aggregate Certificate Principal Balance of the related Class A Certificates and Residual Certificates, of the weighted average Expense Adjusted Mortgage Rates of the Group II-1 Mortgage Loans, the Group II-2 Mortgage Loans, the Group II-3 Mortgage Loans and the Group II-4 Mortgage Loans. For federal income tax purposes, the equivalent of the foregoing shall be expressed as the weighted average of the REMIC II-A Remittance Rate on REMIC II-A Regular Interest LT-1A (subject to a cap and a floor equal to the weighted average of the Expense Adjusted Mortgage Rates of the Group II-1 Mortgage Loans), the REMIC II-A Remittance Rate on REMIC II-A Regular Interest LT-2A (subject to a cap and a floor equal to the weighted average of the Expense Adjusted Mortgage Rates of the Group II-2 Mortgage Loans), the REMIC II-A Remittance Rate on REMIC II-A Regular Interest LT-3A (subject to a cap and a floor equal to the weighted average of the Expense Adjusted Mortgage Rates of the Group II-3 Mortgage Loans) and the REMIC II-A Remittance Rate on REMIC II-A Regular Interest LT-4A (subject to a cap and a floor equal to the weighted average of the Expense Adjusted Mortgage Rates of the Group II-4 Mortgage Loans), weighted on the basis of the Uncertificated Balance of each such REMIC II-A Regular Interest.

“Subordinate Percentage”: The Group I Subordinate Percentage, Group II-1 Subordinate Percentage, Group II-2 Subordinate Percentage, Group II-3 Subordinate Percentage, Group II-4 Subordinate Percentage or Group III Subordinate Percentage, as applicable.

“Subordinate Prepayment Percentage”: The Group I Subordinate Prepayment Percentage, Group II-1 Subordinate Prepayment Percentage, Group II-2 Subordinate Prepayment Percentage, Group II-3 Subordinate Prepayment Percentage, Group II-4 Subordinate Prepayment Percentage or Group III Subordinate Prepayment Percentage, as applicable.

“Subordinate Principal Distribution Amount”: With respect to any Collateral Pool and for any Distribution Date, an amount equal to the lesser of (i) the Available Distribution Amount or Available Distribution Amounts remaining after distribution of the Interest Distribution Amounts to the related Classes of Senior Certificates, the distribution of the related Senior Principal Distribution Amount to the related Classes of Senior Certificates and the

Interest Distribution Amounts to the related Classes of Subordinate Certificates and (ii) the aggregate of the sum of:

(a) the product of (x) the then-applicable related Subordinate Percentage and (y) the sum of the following:

(i) the aggregate of the principal portions of all Monthly Payments due during the related Due Period in respect of the related Mortgage Loans, whether or not received;

(iv)	[reserved];

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

(b) the product of (x) the then-applicable related Subordinate Prepayment Percentage and (y) the amount of all Principal Prepayments received in respect of the related Mortgage Loans during the related Prepayment Period;

(c) with respect to any related Mortgage Loans which were the subject of a Final Recovery Determination in the related Prepayment Period, the amount, if any, by which the

net Liquidation Proceeds and Insurance Proceeds allocable to principal in respect of such Mortgage Loans exceed the amount distributable to the related Class A Certificates pursuant to clause (c) of the definition of “Senior Principal Distribution Amount”

(d) in the case of any Distribution Date subsequent to the initial Distribution Date, an amount equal to the excess, if any, of the amounts calculated pursuant to clauses (a), (b) and (c) above for the immediately preceding Distribution Date, over the aggregate distributions of principal made in respect of the Subordinate 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 that were allocated to the Subordinate Certificates pursuant to Section 4.04; and

(e) with respect to Subordinate Certificates relating to Collateral Pool II, any Class A Principal Adjustment Amount, if (i) the Subordination Test with respect to the related Subordinate Certificates has been met with respect to such Distribution Date and (ii) there are Class A Certificates remaining outstanding relating to more than one Loan Group in such Collateral Pool.