POOLING AND SERVICING AGREEMENT

Pooling and Servicing Agreement

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CITIGROUP MORTGAGE LOAN TRUST INC., SERIES 2005-8 | U.S. BANK NATIONAL ASSOCIATION | CITIBANK, N.A. | CITIMORTGAGE, INC. | CITIGROUP MORTGAGE LOAN TRUST INC

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Title: POOLING AND SERVICING AGREEMENT
Governing Law: New York Date: 11/21/2005

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 October 1, 2005

_________________________________________

Mortgage Pass-Through Certificates

Series 2005-8

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.
SECTION 3.26	Floater Cap Reserve Account.
SECTION 3.27	[Reserved].
SECTION 3.28	Administration of Buydown Funds.

ARTICLE IV

PAYMENTS TO CERTIFICATEHOLDERS

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

SECTION 4.07

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

ARTICLE V

THE CERTIFICATES

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

ARTICLE VI

THE DEPOSITOR AND THE MASTER SERVICER

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

ARTICLE VII

DEFAULT

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

ARTICLE VIII

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

SECTION 8.01	Duties of Trustee, Trust Administrator and Others.
SECTION 8.02	Certain Matters Affecting the Trustee, the Trust Administrator and Others.

SECTION 8.03

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

SECTION 8.04

Trustee, Trust Administrator and Others May Own Certificates.

SECTION 8.05

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

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

SECTION 8.14

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

SECTION 8.15

No Trustee Liability for Actions or Inactions of Custodians.

ARTICLE IX

TERMINATION

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

ARTICLE X

REMIC PROVISIONS

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

ARTICLE XI

MISCELLANEOUS PROVISIONS

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

Exhibits

Exhibit A-1

Form of Class I-A1A Certificate

Exhibit A-2

Form of Class I-A1B Certificate

Exhibit A-3

Form of Class I-A2A Certificate

Exhibit A-4

Form of Class I-A2B Certificate

Exhibit A-5

Form of Class I-A3A Certificate

Exhibit A-6

Form of Class I-A3B Certificate

Exhibit A-7

Form of Class I-A4A Certificate

Exhibit A-8

Form of Class I-A4B Certificate

Exhibit A-9

Form of Class I-B1 Certificate

Exhibit A-10

Form of Class I-B2 Certificate

Exhibit A-11

Form of Class I-B3 Certificate

Exhibit A-12

Form of Class I-B4 Certificate

Exhibit A-13

Form of Class I-B5 Certificate

Exhibit A-14

Form of Class I-B6 Certificate

Exhibit A-15

Form of Class I-P Certificate

Exhibit A-16

Form of Class I-R Certificate

Exhibit A-17

Form of Class II-A1 Certificate

Exhibit A-18

Form of Class II-A2 Certificate

Exhibit A-19

Form of Class II-A3 Certificate

Exhibit A-20

Form of Class II-A4A Certificate

Exhibit A-21

Form of Class II-A4B Certificate

Exhibit A-22

Form of Class II-A5 Certificate

Exhibit A-23

Form of Class II-XS Certificate

Exhibit A-24

Form of Class II-PO Certificate

Exhibit A-25

Form of Class II-B1 Certificate

Exhibit A-26

Form of Class II-B2 Certificate

Exhibit A-27

Form of Class II-B3 Certificate

Exhibit A-28

Form of Class II-B4 Certificate

Exhibit A-29

Form of Class II-B5 Certificate

Exhibit A-30

Form of Class II-B6 Certificate

Exhibit A-31

Form of Class II-R Certificate

Exhibit A-32

Form of Class III-A1 Certificate

Exhibit A-33

Form of Class III-XS Certificate

Exhibit A-34

Form of Class III-PO Certificate

Exhibit A-35

Form of Class III-B1 Certificate

Exhibit A-36

Form of Class III-B2 Certificate

Exhibit A-37

Form of Class III-B3 Certificate

Exhibit A-38

Form of Class III-B4 Certificate

Exhibit A-39

Form of Class III-B5 Certificate

Exhibit A-40

Form of Class III-B6 Certificate

Exhibit A-41

Form of Class III-R Certificate

Exhibit B

[Reserved]

Exhibit C

Form of Cap Contract

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 October 1, 2005, among CITIGROUP MORTGAGE LOAN TRUST INC., as Depositor, CITIMORTGAGE, INC., as Master Servicer and Trust Administrator, CITIBANK, N.A. as Paying Agent, Certificate Registrar and Authenticating Agent and U.S. BANK NATIONAL ASSOCIATION, as Trustee.

PRELIMINARY STATEMENT:

The Depositor intends to sell pass-through certificates to be issued hereunder in multiple classes, which in the aggregate will evidence the entire beneficial ownership interest in each REMIC (as defined herein) created hereunder. The Trust Fund will consist of a segregated pool of assets comprised of the Mortgage Loans and certain other related assets subject to this Agreement.

REMIC I-A

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

Designation	REMIC I-B Remittance Rate	Initial Uncertificated Balance		Latest Possible Maturity Date ⁽¹⁾
LT-1A	(2)	$	592,264.73	October 2035
LT-1B	(2)	$	6,234,184.73	October 2035
LT-2A	(2)	$	425,275.75	October 2035
LT-2B	(2)	$	4,476,675.75	October 2035
LT-3A	(2)	$	1,000,332.04	October 2035
LT-3B	(2)	$	10,530,232.04	October 2035
LT-4A	(2)	$	2,649,890.89	October 2035
LT-4B	(2)	$	27,893,890.89	October 2035
LT-ZZZ	(2)	$	437,546,887.30	October 2035
LT-P	0.00%	$	100.00	October 2035
LT-R	(2)	$	100.00	October 2035

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

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

REMIC I-B

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

Designation

Pass-Through Rate ⁽²⁾

Initial Aggregate
Certificate Balance

Latest Possible
Maturity Date ⁽¹⁾

Class I-A1A	Variable	$	56,419,000		October 2035
Class I-A1B	Variable	$	2,961,000		October 2035
Class I-A2A	Variable	$	40,514,000		October 2035
Class I-A2B	Variable	$	2,126,000	$	October 2035
Class I-A3A	Variable	$	95,299,000		October 2035
Class I-A3B	Variable	$	5,002,000		October 2035
Class I-A4A	Variable	$	252,440,000		October 2035
Class I-A4B	Variable	$	13,250,000		October 2035
Class I-B1	Variable	$	10,073,000		October 2035
Class I-B2	Variable	$	4,668,000		October 2035
Class I-B3	Variable	$	2,702,000		October 2035
Class I-B4	Variable	$	2,457,000		October 2035
Class I-B5	Variable	$	1,720,000		October 2035
Class I-B6	Variable	$	1,718,634		October 2035
Class I-P	(3)	$	100.00		October 2035
Class I-R	Variable	$	100.12		October 2035

(2)	Calculated in accordance with the definition of “Pass-Through Rate” herein.
(3)	The Class I-P Certificates are principal only certificates and will not have a pass-through rate or accrue interest.

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 (other than the Floater Cap Reserve Account, the Trust Bifurcation Amounts and, if any Group II Mortgage Loans are Buydown Loans, the Buydown Account) 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-A1	5.50	%	$	138,776,272.00	September 2035
LT-A3	5.50	%	$	14,500,000.00	September 2035
LT-A4A	5.50	%	$	21,594,000.00	September 2035
LT-A4B	5.50	%	$	1,079,728.00	September 2035
LT-A5	5.50	%	$	57,500,000.00	September 2035
LT-B1	5.50	%	$	4,962,000.00	September 2035
LT-B2	5.50	%	$	3,225,000.00	September 2035
LT-B3	5.50	%	$	1,985,000.00	September 2035
LT-B4	5.50	%	$	1,613,000.00	September 2035
LT-B5	5.50	%	$	1,116,000.00	September 2035
LT-B6	5.50	%	$	740,188.00	September 2035
LT-IO	(2	)	$	(3)	September 2035
LT-PO	0.00	%	$	984,590.00	September 2035
LT-R	5.50	%	$	101.29	September 2035

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

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

(3) REMIC II-A Regular Interest LT-IO will not have an uncertificated balance, but will be entitled to distributions of interest on its Uncertificated Notional Amount, as defined herein.

REMIC II-B

As provided herein, the Trust Administrator will elect to treat the segregated pool of assets consisting of the REMIC II-A Regular Interests 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 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

Initial Aggregate
Certificate Balance

Latest Possible
Maturity Date ⁽¹⁾

Class II-A1	Variable ⁽²⁾		$	136,000,000	September 2035
Class II-A2	Variable ⁽²⁾			(3)	September 2035
Class II-A3	5.50	%	$	14,900,000	September 2035
Class II-A4A	5.50	%	$	21,905,000	September 2035
Class II-A4B	5.50	%	$	1,095,000	September 2035
Class II-A5	5.50	%	$	59,550,000	September 2035
Class II-PO	(	4)	$	984,590	September 2035

Class II-XS	5.50%		(3)	September 2035
Class II-B1	5.50%	$	4,962,000	September 2035
Class II-B2	5.50%	$	3,225,000	September 2035
Class II-B3	5.50%	$	1,985,000	September 2035
Class II-B4	5.50%	$	1,613,000	September 2035
Class II-B5	5.50%	$	1,116,000	September 2035
Class II-B6	5.50%	$	740,188	September 2035

Class II-R

5.50

101.29

September 2035

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

(3) The Class II-A2 Certificates will not have a certificate principal balance, but will be entitled to distributions of interest on the Notional Amount thereof, as defined herein. The Class II-XS Certificates will not have a certificate principal balance, but will be entitled to distributions of interest on the Notional Amount thereof, as defined herein, which interest, for federal income tax purposes, will consist of 100% of amounts distributed on REMIC II-A Regular Interest LT-IO.

(4)	The Class II-PO Certificates are principal only certificates and will not have a pass-through rate or accrue interest.

REMIC III-A

As provided herein, the Trust Administrator will elect to treat the segregated pool of assets consisting of the Group III Mortgage Loans and certain other related assets (other than, if any Group III Mortgage Loans are Buydown Loans, the Buydown Account) subject to this Agreement as a REMIC (as defined herein) for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC III-A”. The Class III-R Certificates will be the sole class of “residual interests” in REMIC III-A for purposes of the REMIC Provisions (as defined herein). The following table irrevocably sets forth the designation, the 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-A.

Designation

Pass-Through Rate

Initial Aggregate
Certificate Balance

Latest Possible
Maturity Date ⁽¹⁾

Class III-A1	5.50%	$	82,898,000	September 2035
Class III-XS	5.50%		(2)	September 2035
Class III-PO	(3)	$	754,919	September 2035
Class III-B1	5.50%	$	1,577,000	September 2035
Class III-B2	5.50%	$	788,000	September 2035
Class III-B3	5.50%	$	569,000	September 2035
Class III-B4	5.50%	$	394,000	September 2035
Class III-B5	5.50%	$	263,000	September 2035
Class III-B6	5.50%	$	350,437	September 2035
Class III-R	5.50%	$	101.14	September 2035

(2) The Class III-XS Certificates will not have a certificate principal balance, but will be entitled to distributions of interest on the Notional Amount thereof, as defined herein.

(3)	The Class III-PO Certificates are principal only certificates and will not have a pass-through rate or accrue interest.

As of the Cut-off Date, the Group I Mortgage Loans had an aggregate Scheduled Principal Balance equal to $491,349,834.12. As of the Cut-off Date, the Group I-1 Mortgage Loans had an aggregate Scheduled Principal Balance equal to $62,341,847.34. As of the Cut-off Date, the Group I-2 Mortgage Loans had an aggregate Scheduled Principal Balance equal to $44,766,757.47. As of the Cut-off Date, the Group I-3 Mortgage Loans had an aggregate Scheduled Principal Balance equal to $105,302,320.44. As of the Cut-off Date, the Group I-4 Mortgage Loans had an aggregate Scheduled Principal Balance equal to $278,938,909.87. As of the Cut-off Date, the Group II Mortgage Loans had an aggregate Scheduled Principal Balance equal to $248,078,754.03. As of the Cut-off Date, the Group III Mortgage Loans had an aggregate Scheduled Principal Balance equal to $87,594,457.14.

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

ARTICLE I

DEFINITIONS

SECTION 1.01

Defined Terms.

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

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

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

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

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

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

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

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

“American Home”: American Home Mortgage Corp., or its successor in interest.

“American Home Mortgage Loans”: The Mortgage Loans originated by American Home.

“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 any Loan Group within Collateral Pool I, the related Group I Available Distribution Amount. With respect to Collateral Pool II, the Group II Available Distribution Amount. With respect to Collateral Pool III, the Group III Available Distribution Amount.

“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 Collateral Pool I, an amount equal to the excess, if any, of (A) $192,030 over (B) the aggregate amount of Bankruptcy Losses allocated solely to the related Subordinate Certificates in accordance with Section 4.04. As of any date of determination, with respect to Collateral Pool II, 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. As of any date of determination, with respect to Collateral Pool III, 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 and the Class I-P 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, each state in which any Initial Sub-Servicer conducts its business, the State of Missouri, the State of Texas, 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.

“Buydown Account”: The custodial account or accounts created and maintained pursuant to Section 3.28.

“Buydown Agreement”: An agreement between the applicable originator and a Mortgagor, or an agreement among such originator, a Mortgagor and an employer of a relocated Mortgagor which, in each case, provides for the application of Buydown Funds.

“Buydown Funds”: In respect of any Buydown Mortgage Loan, any amount contributed by the related originator or the employer of a relocated borrower in order to enable the Mortgagor to reduce the payments required to be made from the Mortgagor’s funds during the Buydown Period. The Buydown Funds are not part of the Trust Fund prior to deposit into the Collection Account or the Distribution Account.

“Buydown Mortgage Loan”: Any Mortgage Loan in respect of which, pursuant to a Buydown Agreement, (i) the Mortgagor pays less than the full monthly payment specified in the Mortgage Note during the Buydown Period and (ii) the difference between the payments required under such Buydown Agreement and the Mortgage Note is paid from the related Buydown Funds.

“Buydown Period”: The period during which Buydown Funds are required to be applied to the related Buydown Mortgage Loans as provided in Section 3.28.

“Cap Contract”: The Cap Contract between the cap counterparty and the Trustee, a form of which is attached hereto as Exhibit C.

“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 2005-8, issued under this Agreement.

“Certificate Factor”: With respect to any Class of Certificates (other than the Class II-XS Certificates and the Class III-XS Certificates) as of any Distribution Date, a fraction, expressed as a decimal carried to six places, the numerator of which is the aggregate Certificate Principal Balance or Notional Amount 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 or Notional Amount of such Class of Certificates to be made on such Distribution Date), and the denominator of which is the initial aggregate Certificate Principal Balance or Notional Amount of such Class of Certificates as of the Closing Date. With respect to the Class II-XS Certificates as of any Distribution Date, a fraction, expressed as a decimal carried to six places, the numerator of which is the aggregate Scheduled Principal Balance of the Group II Mortgage Loans with Expense Adjusted Mortgage Rates equal to or in excess

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

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

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

“Certificate Principal Balance”: With respect to any Certificate (other than the Class II-A2 Certificates, the Class II-XS Certificates and the Class III-XS Certificates) as of any date of determination, the Certificate Principal Balance of such Certificate on the Distribution Date immediately prior to such date of determination plus any Subsequent Recoveries added to the Certificate Principal Balance of such Certificate pursuant to Section 4.01, reduced by the aggregate of (a) all distributions of principal made thereon on such immediately prior Distribution Date and (b) without duplication of amounts described in clause (a) above, reductions in the Certificate Principal Balance thereof in connection with allocations thereto of Realized Losses on the Mortgage Loans and Extraordinary Trust Fund Expenses on such immediately prior Distribution Date (or, in the case of any date of determination up to and including the initial Distribution Date, the initial Certificate Principal Balance of such Certificate, as stated on the face thereof). 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 originated by CitiMortgage and with respect to which CitiMortgage is the applicable Initial Sub-Servicer.

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

“Class I-A1A Certificate”: Any one of the Class I-A1A Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-1 and evidencing a Regular Interest in REMIC I-B for purposes of the REMIC Provisions.

“Class I-A1B Certificate”: Any one of the Class I-A1B Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-2 and evidencing a Regular Interest in REMIC I-B for purposes of the REMIC Provisions.

“Class I-A2A Certificate”: Any one of the Class I-A2A Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-3 and evidencing a Regular Interest in REMIC I-B for purposes of the REMIC Provisions.

“Class I-A2B Certificate”: Any one of the Class I-A2B Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-4 and evidencing a Regular Interest in REMIC I-B for purposes of the REMIC Provisions.

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

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

“Class I-A4A Certificate”: Any one of the Class I-A4A Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-7 and evidencing a Regular Interest in REMIC I-B for purposes of the REMIC Provisions.

“Class I-A4B Certificate”: Any one of the Class I-A4B Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-8 and evidencing a Regular Interest in REMIC I-B for purposes of the REMIC Provisions.

“Class I-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-9 and evidencing a Regular Interest in REMIC I-B for purposes of the REMIC Provisions.

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

“Class I-B2 Certificate”: Any one of the Class I-B2 Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-10 and evidencing a Regular Interest in REMIC I-B for purposes of the REMIC Provisions.

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

“Class I-B3 Certificate”: Any one of the Class I-B3 Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-11 and evidencing a Regular Interest in REMIC I-B for purposes of the REMIC Provisions.

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

“Class I-B4 Certificate”: Any one of the Class I-B4 Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-12 and evidencing a Regular Interest in REMIC I-B for purposes of the REMIC Provisions.

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

“Class I-B5 Certificate”: Any one of the Class I-B5 Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-13 and evidencing a Regular Interest in REMIC I-B for purposes of the REMIC Provisions.

“Class I-B5 Percentage”: With respect to any Distribution Date, a fraction, expressed as a percentage, the numerator of which is the excess, if any, of the aggregate Certificate Principal Balance of the Class I-B5 Certificates immediately prior to such date over the aggregate amount, if any, payable to the Holders

of the Class I-B5 Certificates on such date pursuant to Section 4.01(b)(i)(Z), and the denominator of which is the aggregate of the Scheduled Principal Balance of the Group I Subordinate Certificates immediately prior to such date.

“Class I-B6 Certificate”: Any one of the Class I-B6 Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-14 and evidencing a Regular Interest in REMIC I-B for purposes of the REMIC Provisions.

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

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

“Class I-R Certificate”: Any one of the Class I-R Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-16 and evidencing ownership of the Class R-IA Residual Interest and the Class R-IB Residual Interest.

“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-17 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-18 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-19 and evidencing a Regular Interest in REMIC II-B for purposes of the REMIC Provisions.

“Class II-A4A Certificate”: Any one of the Class II-A4A 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-A4B Certificate”: Any one of the Class II-A4B 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-A5 Certificate”: Any one of the Class II-A5 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-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-25 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-26 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-27 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-28 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-29 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-30 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-PO Certificate”: Any one of the Class II-PO Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-24 and evidencing a Regular Interest in REMIC II-B for purposes of the REMIC Provisions.

“Class II-R Certificate”: Any one of the Class II-R Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-31 and evidencing ownership of the Class R-IIA Residual Interest and the Class R-IIB Residual Interest.

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

“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-32 and evidencing a Regular Interest in REMIC III-A 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-35 and evidencing a Regular Interest in REMIC III-A 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-36 and evidencing a Regular Interest in REMIC III-A 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-37 and evidencing a Regular Interest in REMIC III-A 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-38 and evidencing a Regular Interest in REMIC III-A 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-39 and evidencing a Regular Interest in REMIC III-A 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-40 and evidencing a Regular Interest in REMIC III-A 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-PO Certificate”: Any one of the Class II-PO 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-A for purposes of the REMIC Provisions.

“Class III-R Certificate”: Any one of the Class III-R Certificates executed by the Paying Agent and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A-41 and evidencing the sole class of “residual interests” in REMIC III-A for purposes of the REMIC Provisions.

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

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

“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 P Certificates”: The Class I-P Certificates.

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

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

“Class PO Percentage”: With respect to (a) a Class PO Mortgage Loan in Collateral Pool II, the quotient of (i) 5.50% per annum minus the related Expense Adjusted Mortgage Rate divided by (ii) 5.50% per annum and (b) a Class PO Mortgage Loan in Collateral Pool III, the quotient of (i) 5.50% per annum minus the

related Expense Adjusted Mortgage Rate divided by (ii) 5.50% per annum. With respect to each other Mortgage Loan the Trust Fund, 0%.

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

(a)	the sum of the following:

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

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

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

(iv)	[reserved]; and

(v) in connection with the substitution of one or more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Loans which were related Class PO Mortgage Loans pursuant to Section 2.03 during the related Prepayment Period, the excess, if any, of (A) the Class PO Percentage of the aggregate of the Stated Principal Balances (calculated as of the respective dates of substitution) of such Deleted Mortgage Loans, net of the aggregate of the Class PO Percentage of the principal portions of the Monthly Payments due during the related Prepayment Period (to the extent received from the related Mortgagor or advanced by the related Servicer and distributed pursuant to Section 4.01 on the Distribution Date in the related Prepayment Period) in respect of each such Deleted Mortgage Loan that was replaced prior to the Distribution Date in the related Prepayment Period, over (B) the Class PO Percentage of the Stated Principal Balances (calculated as of the respective dates of substitution) of such Qualified Substitute Mortgage Loans;

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

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

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

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

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

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

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

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

“Closing Date”: October 31, 2005.

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

“Collateral Pool”: Collateral Pool I, Collateral Pool II and Collateral Pool III.

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

“Collateral Pool II”: The Group II Mortgage Loans.

“Collateral Pool III”: The Group III Mortgage Loans.

“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 2005-8.” 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 CitiMortgage Mortgage Loans in such Collateral Pool and any prepayment in full or in part, an amount equal to the lesser of (i) the amount by which one month’s interest on the amount of principal so prepaid at the related Mortgage Rate net of the related servicing fee exceeds all amounts allocable to interest received in connection with such prepayment and (ii) the aggregate amount of servicing compensation received by CitiMortgage in respect of the

Mortgage Loans in such Collateral Pool for the applicable calendar month. With respect to each Collateral Pool and the Countrywide Mortgage Loans in such Collateral Pool and any prepayment in full or in part, 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 and any prepayment in full or in part, 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 National City Mortgage Loans in such Collateral Pool and any prepayment in full or in part, an amount equal to the amount of interest (net of the related servicing fee rate), each as set forth in the applicable Initial Sub-Servicing Agreement, that would have accrued on the amount of the principal prepayment during the period commencing on the date as of which such principal prepayment was applied to the related mortgage loans and ending on the day immediately preceding the applicable due date for the next scheduled monthly payment. With respect to each Collateral Pool and the PHH Mortgage Loans in such Collateral Pool and any prepayment in full or in part, an amount equal to the lesser of (i) the aggregate amount of shortfall in interest collections that are attributable to principal prepayments during the related Prepayment Period and (ii) the total amount of servicing compensation that would be payable to PHH in respect of the Mortgage Loans in such Collateral Pool if no principal prepayment were made during the prepayment period for the applicable distribution date. With respect to each Collateral Pool and the SunTrust Mortgage Loans in such Collateral Pool and any prepayment in full or in part, an amount equal to the lesser of (i) 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 and (ii) the aggregate amount of servicing compensation received by SunTrust in respect of the mortgage loans in such Collateral Pool for the applicable calendar month. With respect to each Collateral Pool and the Wells Mortgage Loans in such Collateral Pool and any prepayment in full or in part, an amount which, when added to all amounts allocable to interest received in connection with such prepayment, equals one month’s interest on the amount of principal so prepaid at the related mortgage rate net of the related servicing fee rate (each as set forth in the applicable Initial Sub-Servicing Agreement).

“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.

“Corresponding Certificate”: With respect to each REMIC II-A Regular Interest listed below, the Class or Classes of Certificates listed below:

REMIC II-A Regular Interest	Certificate
LT-A1	Class II-A1
LT-A3	Class II-A3
LT-A4A	Class II-A4A
LT-A4B	Class II-A4B
LT-A5	Class II-A5
LT-B1	Class II-B1
LT-B2	Class II-B2
LT-B3	Class II-B3
LT-B4	Class II-B4
LT-B5	Class II-B5
LT-B6	Class II-B6
LT-IO	Class II-XS
LT-PO	Class II-PO
LT-R	Class II-R

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“Disqualified Organization”: Any of the following: (i) the United States, any State or political subdivision thereof, any possession of the United States, or any agency or instrumentality of any of the foregoing (other than an instrumentality which is a corporation if all of its activities are subject to tax and, except for Freddie Mac, a majority of its board of directors is not selected by such governmental unit), (ii) any

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

“Distribution Account”: The trust account or accounts created and maintained by the Paying Agent pursuant to Section 3.10(b) which shall be entitled “Citibank, N.A., as Paying Agent, in trust for the registered holders of Citigroup Mortgage Loan Trust Inc., Mortgage Pass- Through Certificates, Series 2005-8.” 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 November 2005.

“Diverted Interest Amount”: With respect to Collateral Pool I and any Distribution Date, one month’s interest accrued during the related Interest Accrual Period on the Overcollateralized Amount at the Pass-Through Rate for the Class A Certificates related to the Undercollateralized Loan Group or Undercollateralized Loan Groups and any other unpaid interest shortfalls on the Class A Certificates related to the such 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, (ii) the Administration Fee Rate and (iii) the rate at which any lender-paid primary mortgage insurance premiums accrue.

“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.

“Floater Cap Carryover Amount”: With respect to the Class II-A1 Certificates and any Distribution Date, the sum of (A) the excess, if any, of (i) the amount of interest accrued on such Class of Certificates for such Distribution Date calculated at the Floater Formula Rate for such Class and such Distribution Date over (ii) the amount of interest accrued on such Class of Certificates for such Distribution Date calculated at the related Pass-Through Rate for such Class and such Distribution Date and (B) the Floater Cap Carryover Amount for the previous Distribution Date remaining unpaid on such previous Distribution Date, together with interest thereon at a rate equal to the Floater Formula Rate for the most recently ended Interest Accrual Period.

“Floater Cap Reserve Account”: The account established and maintained pursuant to Section 3.26.

“Floater Certificates”: The Class II-A1 Certificates.

“Floater Formula Rate”: A per annum rate equal to One-Month LIBOR plus 0.700% per annum, subject to a floor equal to 0.700% per annum.

“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 because of fraud, dishonesty or misrepresentation.

“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 third anniversary of the Cut-off Date, 1.00% 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 third anniversary of the Cut-off Date and prior to the fifth anniversary of the Cut-off Date, (1) the lesser of (a) the related Fraud Loss Amount as of the most recent anniversary of the Cut-off Date and (b) 0.50% of the aggregate outstanding principal balance of the Group 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 all ocated 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, 3.00% 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; (Y) from the second anniversary of the Cut-off Date and prior to the third 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) 2.00% 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 and (Z) 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 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 second anniversary of the Cut-off Date, 3.00% 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; (Y) from the second anniversary of the Cut-off Date and prior to the third 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) 2.00% 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 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; and (Z) 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 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 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 I 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 any Loan Group within Collateral Pool I, an amount equal to the excess of (i) the sum attributable to the related Group I 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 the related Group I Mortgage Loans, Subsequent Recoveries and other unscheduled collections of principal and interest in respect of the related Group I 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 the related Group I Mortgage Loans of (a) amounts reimbursable to the Depositor, the Master Servicer, the Trustee, the Trust Administrator, Citibank or a Custodian pursuant to Section 6.03 or Section 8.05 or otherwise payable in respect of Extraordinary Trust Fund Expenses, (b) amounts in respect of the items set forth in clauses (i)(a) through (i)(d) above deposited in the Collection Account or the Distribution Account in respect of the items set forth in clauses (i)(a) through (i)(d) above in error, (c) without duplication, any amounts in respect of the items set forth in clauses (i)(a) and (i)(b) permitted hereunder to be retained by the Master Servicer or to be withdrawn by the Master Servicer from the Collection Account pursuant to Section 3.18.

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

Provided, that, on any Distribution Date on which there are Group I Class A Certificates relating to only one Loan Group remaining outstanding, the Group I Available Distribution Amount for that Distribution Date will be calculated on an aggregate Collateral Pool I basis, without regard to the related Loan Group.

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

“Group I Class A Certificates”: The Class I-A1A Certificates, the Class I-A1B Certificates, the Class I-A2A Certificates, the Class I-A2B Certificates, the Class I-A3A Certificates, the Class I-A3B Certificates, the Class I-A4A Certificates and the Class I-A4B Certificates.

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

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

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

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

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

“Group I Senior Certificates”: The Group I Class A Certificates and the Class I-R Certificates.

“Group I Senior Percentage”: With respect to any Distribution Date and any Loan Group included in Collateral Pool I, 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 related Group I Class A Certificates for such Distribution Date over the aggregate amount, if any, payable to the Holders of the related Group I Class A Certificates on such date pursuant to clause (d) of the definition of “Senior Principal Distribution Amount,” and the denominator of which is the sum of (i) the aggregate Scheduled Principal Balance of the related Group I Mortgage Loans, plus (ii) the aggregate Scheduled Principal Balance of the REO Properties in the related Loan Group, 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 related Group I Mortgage Loans, plus (ii) the aggregate Scheduled Principal Balance of the REO Properties in the related loan group, 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 related Group I Class A Certificates for such Distribution Date over the aggregate amount, if any, payable to the Holders of the related Group I Class A Certificates on such date pursuant to clause (d) of the definition of “Senior Principal Distribution Amount,” the Group I 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 related Group I Class A Certificates for such Distribution Date over the aggregate amount, if any, payable to the Holders of the related Group I Class A Certificates on such date pursuant to clause (d) of the definition of “Senior Principal Distribution Amount,” plus (ii) the portion of the Overcollateralized Amount with respect to Collateral Pool I, and the denominator of which is the sum of (i) the aggregate Scheduled Principal Balance of the related Group I Mortgage Loans, plus (ii) the aggregate Scheduled Principal Balance of the REO Properties in related loan group, 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 but one of the related Group I Class A Certificates to zero, the Group I Senior Percentage for that Loan Group 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 related Group I Class A Certificates for such Distribution Date over the aggregate amount, if any, payable to the Holders of the related Group I Class A Certificates on such date pursuant to clause (d) of the definition of “Senior Principal

Distribution Amount,” and the denominator of which is the sum of (i) the aggregate Scheduled Principal Balance of the Group I Mortgage Loans, plus (ii) the aggregate Scheduled Principal Balance of the REO Properties in Collateral Pool 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 any Group I Class A Certificates within the range indicated below, the percentage as indicated below:

Distribution Date	Group I Senior Prepayment Percentage
November 2005 through October 2012	100%
November 2012 through October 2013	Group I Senior Percentage, plus 70% of the Group I Subordinate Percentage
November 2013 through October 2014	Group I Senior Percentage, plus 60% of the Group I Subordinate Percentage
November 2014 through October 2015	Group I Senior Percentage, plus 40% of the Group I Subordinate Percentage
November 2015 through October 2016	Group I Senior Percentage, plus 20% of the Group I Subordinate Percentage
November 2016 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 for each Loan Group within Collateral Pool I will be the greater of (x) the related Group I Senior Prepayment Percentage for such Distribution Date or (y) the related Group I Senior Prepayment Percentage for the immediately preceding Distribution Date.

Notwithstanding the above, if on any Distribution Date (a) the Aggregate Subordinate Percentage, prior to giving effect to any distributions on such Distribution Date, equals or exceeds two times the initial Aggregate Subordinate Percentage as of the Cut-Off Date for Collateral Pool I, (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 October 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 October 2008, cumulative Realized Losses on the Group I Mortgage Loans as of the end of the Prepayment Period do not exceed 30% of the initial aggregate Certificate Principal Balance of the Group I Subordinate Certificates, then the Group I Senior Prepayment Percentage for such Distribution Date and each Loan Group within Collateral Pool I will equal the related Group I Senior Percentage plus 50% of the Group I Subordinate Percentage for such Distribution Date, if such Distribution Date is prior to November 2008, and will equal the related Group I Senior Percentage for such Distribution Date, if such Distribution Date occurs on or after November 2008.

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

Upon reduction of the Certificate Principal Balances of the related Group I Class A Certificates to zero, the Group I Senior Prepayment Percentage for the related Loan Group 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”: With respect to any Loan Group within Collateral Pool I and any Distribution Date, 100% minus the Group I Senior Percentage for that Loan Group and Distribution Date.

“Group I Subordinate Prepayment Percentage”: With respect to any Loan Group within Collateral Pool I and a Distribution Date, 100% minus the related Group I Senior Prepayment Percentage for that Loan Group and Distribution Date.

“Group II Available Distribution Amount”: With respect to any Distribution Date and Collateral Pool II, an amount equal to the excess of (i) the sum attributable to the Group II 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 the Group II Mortgage Loans, Subsequent Recoveries and other unscheduled collections of principal and interest in respect of the Group II 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 the Group II 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 II Certificates”: The Group II Senior Certificates and the Group II Subordinate Certificates.

“Group II Class A Certificates”: The Class II-A1 Certificates, the Class II-A2 Certificates, the Class II-A3 Certificates, the Class II-A4A Certificates, the Class II-A4B Certificates and the Class II-A5 Certificates.

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

“Group II Senior Certificates”: The Class II-A1 Certificates, the Class II-A2 Certificates, the Class II-A3 Certificates, the Class II-A4A Certificates, the Class II-A4B Certificates and the Class II-A5 Certificates, the Class II-XS Certificates, the Class II-PO Certificates and the Class II-R Certificates.

“Group II Senior Percentage”: With respect to any Distribution Date, 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 II Class A Certificates (other than the Class II-A2 Certificates) for such Distribution Date over the aggregate amount, if any, payable to the Holders of the Group II Class A Certificates (other than the Class II-A2 Certificates) on such date pursuant to clause (d) of the definition of “Senior Principal Distribution Amount,” and the denominator of which is the sum of (i) the aggregate of the Non-Class PO Percentages of the Scheduled Principal Balances of the Group II Mortgage Loans, plus (ii) the aggregate of the Non-Class PO Percentages of the Scheduled Principal Balances of the REO Properties in Collateral Pool II, in each case before reduction for any Realized Losses on such Distribution Date.

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

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

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

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

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

“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”: For any Distribution Date, 100% minus the Group II Senior Percentage.

“Group II Subordinate Prepayment Percentage”: For any Distribution Date, 100% minus the Group II Senior Prepayment Percentage.

“Group III Available Distribution Amount”: With respect to any Distribution Date, an amount equal to the excess of (i) the sum attributable to the related Group III 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 the Group III Mortgage Loans, Subsequent Recoveries and other unscheduled collections of principal and interest in respect of the Group III 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 the Group III 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 Class A Certificates”: The Class III-A1 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-XS Certificates, the Class III-PO Certificates and the Class III-R Certificates.

“Group III Senior Percentage”: With respect to any Distribution Date, 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 Class A Certificates for such Distribution Date over the aggregate amount, if any, payable to the Holders of the Group III Class A Certificates on such date pursuant to clause (d) of the definition of “Senior Principal Distribution Amount,” and the denominator of which is the sum of (i) the

aggregate of the Non-Class PO Percentages of the Scheduled Principal Balances of the Group III Mortgage Loans, plus (ii) the aggregate of the Non-Class PO Percentages of the Scheduled Principal Balances of the REO Properties in Collateral Pool 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 within the range indicated below, the percentage as indicated below:

Distribution Date	Group III Senior Prepayment Percentage
November 2005 through October 2010	100%
November 2010 through October 2011	Group III Senior Percentage, plus 70% of the Group III Subordinate Percentage
November 2011 through October 2012	Group III Senior Percentage, plus 60% of the Group III Subordinate Percentage
November 2012 through October 2013	Group III Senior Percentage, plus 40% of the Group III Subordinate Percentage
November 2013 through October 2014	Group III Senior Percentage, plus 20% of the Group III Subordinate Percentage
November 2015 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 related Group III Senior Prepayment Percentage for such Distribution Date or (y) the related Group III Senior Prepayment Percentage for the immediately preceding Distribution Date.

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 Group III Class A 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”: For any Distribution Date, 100% minus the Group III Senior Percentage.

“Group III Subordinate Prepayment Percentage”: For any Distribution Date, 100% minus the related Group III Senior Prepayment Percentage.

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

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

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

“Initial Sub-Servicing Agreement”: With respect to the Countrywide Mortgage Loans, the Amended and Restated Master Mortgage Loan Purchase and Servicing Agreement, dated December 15, 2003, between Countrywide and the Seller, as modified as of the date hereof with respect to the Countrywide Mortgage Loans in the Trust Fund. With respect to the SunTrust Mortgage Loans, the Amended and Restated Master Mortgage Loan Purchase and Servicing Agreement dated as of July 1, 2005, as modified as of the date hereof with respect to the SunTrust Mortgage Loans in the Trust Fund. With respect to the American Home Mortgage Loans, the Master Mortgage Loan Purchase and Servicing Agreement dated as of September 1, 2005, as modified as of the date hereof with respect to the American Home Mortgage Loans in the Trust Fund. With respect to the Wells Mortgage Loans, the Seller’s Warranties and Servicing Agreement, dated as of September 1, 2005, relating to the WFHM 2005-W77 Mortgage Loans, and the Seller’s Warranties and Servicing Agreement, dated as of October 1, 2005, relating to the WFHM 2005-W82 Mortgage Loans, each as modified as of the date hereof with respect to the applicable Wells Mortgage Loans in the Trust Fund. With respect to the PHH Mortgage Loans, the Mortgage Loan Flow Purchase, Sale and Servicing Agreement dated as of February 24, 2005, as modified as of the date hereof with respect to the PHH 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 May 1, 2005, as modified as of the date hereof with respect to the National City Mortgage Loans in the Trust Fund. With respect to the Quicken Mortgage Loans, the Master Mortgage Loan Purchase and Interim Servicing Agreement dated as of October 1, 2004, as modified as of the date hereof wth respect to the Quicken Mortgage Loans in the Trust Fund. With respect to the Weichert Mortgage Loans, the Master Mortgage Loan Purchase and Servicing

Agreement dated as of August 1, 2005, as modified as of the date hereof with respect to the Weichert Mortgage Loans. With respect to the MortgageIT 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 MortgageIT Mortgage Loans. With respect to the CitiMortgage Mortgage Loans, the Master Mortgage Loan Purchase and Servicing dated as of February 1, 2005, as modified as of the date hereof with respect to the CitiMortgage Mortgage Loans.

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

“Interest Accrual Period”: With respect to any Distribution Date and any Class of Certificates (other than the Floater Certificates and the Inverse Floater Certificates), the calendar month preceding the month in which the Distribution Date occurs, and each such Interest Accrual Period shall be deemed to be 30 days regardless of its actual length. With respect to any Distribution Date and the Floater Certificates and the Inverse Floater Certificates, the one-month period commencing on the 25 ^th day of the calendar month immediately preceding the month in which such Distribtion Date occurs and ending on the 24 ^th day of the calendar month in which such Distribution Date occurs, and each such Interest Accrual Period shall 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 Interest Accrual Periods.

“Interest Determination Date”: With respect to the Floater Certificates and the Inverse Floater Certificates and any Interest Accrual Period therefor, the second London Business Day preceding the commencement of such Interest Accrual Period.

“Interest Distribution Amount”: With respect to any 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 (or, in the case of the Class II-A2 Certificates, the Class II-XS Certificates and the Class III-XS Certificates, on the Notional Amount thereof) immediately prior to such Distribution Date. The Interest Distribution Amount for any such 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 Class for the immediately preceding Distribution Date, over the aggregate distributions of interest made in respect of such Class 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 related Initial Sub-Servicer or by the Master Servicer) and Relief Act Interest Shortfalls that were allocated to such Class on such Distribution Date pursuant to Section 1.02. The Interest Distribution Amount for any Class of Certificates will be based on a 360 day year consisting of twelve 30-day Interest Accrual Periods.

“Interest Only Certificates”: The Class II-A2 Certificates, the Class II-XS Certificates and the Class III-XS Certificates.

“Inverse Floater Certificates”: The Class II-A2 Certificates.

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

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

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

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

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

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

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

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

“Loan-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.

“Lockout Distribution Amount”: For any Distribution Date and the Class II-A4A Certificates and Class II-A4B Certificates, an amount equal to the related Lockout Percentage of such Certificates’ pro rata share (based on the aggregate Certificate Principal Balance of the Class II-A4A Certificates and the Class II-A4B Certificates as a proportion of the aggregate Certificate Principal Balance of all of the Group II Class A Certificates (other than the Class II-A2 Certificates)) of the Senior Principal Distribution Amount for Collateral Pool II.

“Lockout Percentage”: With respect to the Class II-A4A Certificates and the Class II-A4B Certificates and any Distribution Date, a percentage determined as follows:

Distribution Date	Lockout Percentage
November 2005 through October 2010	0%
November 2010 through October 2011	30%

November 2011 through October 2012	40%
November 2012 through October 2013	60%
November 2013 through October 2014	80%
November 2014 and thereafter	100%

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“MortgageIT”: MortgageIT, Inc. or its successor in interest.

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

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

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

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

“Mortgage Loan Schedule”: As of any date, the list of Mortgage Loans included in REMIC I-A, REMIC II-A or REMIC III-A on such date, attached hereto as Schedule 1. The Mortgage Loan Schedule shall set forth, but is not limited to, 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 and whether the Servicing Fee Rate steps up on the initial Adjustment Date;

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

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

(xxiv) the Collateral Pool in which such Mortgage Loan shall reside, and in the case of Collateral Pool I, the Loan Group in which such Mortgage Loan shall reside;

(xxv) the originator of such Mortgage Loan and the Initial Sub-Servicer of such Mortgage Loan;

(xxvi)	whether the Mortgage Loan is a Buydown Mortgage Loan; and
(xxvii)	[reserved].

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.

“Net WAC Rate”: The Net WAC Rate for any Distribution Date and the Group I-1 Mortgage Loans is a rate per annum equal to the weighted average of the Expense Adjusted Mortgage Rates of the Group I-1 Mortgage Loans, weighted based on their principal balances as of the first day of the related Due Period. The Net WAC Rate for any Distribution Date and the Group I-2 Mortgage Loans is a rate per annum equal to the weighted average of the Expense Adjusted Mortgage Rates of the Group I-2 Mortgage Loans, weighted based on their principal balances as of the first day of the related Due Period. The Net WAC Rate for any Distribution Date and the Group I-3 Mortgage Loans is a rate per annum equal to the weighted average of the Expense Adjusted Mortgage Rates of the Group I-3 Mortgage Loans, weighted based on their principal balances

as of the first day of the related Due Period. The Net WAC Rate for any Distribution Date and the Group I-4 Mortgage Loans is a rate per annum equal to the weighted average of the Expense Adjusted Mortgage Rates of the Group I-4 Mortgage Loans, weighted based on their principal balances as of the first day of the related Due Period.

The Net WAC Rate for any Distribution Date and the Class XS Mortgage Loans in Collateral Pool II is a rate per annum equal to the weighted average of the Expense Adjusted Mortgage Rates of Class XS Mortgage Loans in Collateral Pool II, 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 Class XS Mortgage Loans in Collateral Pool III is a rate per annum equal to the weighted average of the Expense Adjusted Mortgage Rates of Class XS Mortgage Loans in Collateral Pool III, 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-A, REMIC II-A or REMIC III-A, including any lease renewed or extended on behalf of REMIC I-A, REMIC II-A or REMIC III-A, if REMIC I-A, REMIC II-A or REMIC III-A, as applicable, has the right to renegotiate the terms of such lease.

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

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

“Non-Trust Bifurcation Amount”: With respect to any Distribution Date, the portion of amounts received under the Cap Contract equal to amounts that would have been received under the Cap Contract if the notional amount used to calculate such amounts were equal to the excess, if any, of (i) the notional amount as it appears on the notional amount schedule of the Cap Contract over (ii) the Certificate Principal Balance of the Class II-A1 Certificates immediately prior to such Distribution Date.

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

“Notional Amount”: For any date of determination and the Class II-A2 Certificates, an amount equal to the Certificate Principal Balance of the Class II-A1 Certificates as of such date of determination. For federal income tax purposes, the Class II-A2 Certificates will have a Notional Amount equal to the Uncertificated Balance of REMIC II-A Regular Interest LT-A1. For any date of determination and the Class II-XS Certificates, an amount equal to the product of the aggregate Scheduled Principal Balance of the Group II Mortgage Loans that have Expense Adjusted Mortgage Rates greater than 5.500% per annum times a fraction, the numerator of which is (x) the excess of (A) the Net WAC Rate for the Class XS Mortgage Loans in Collateral Pool II over (B) 5.500% per annum, and the denominator of which is (y) 5.500% per annum. For federal income tax purposes, the Class II-XS Certificates will not have a Notional Amount, but will be entitled to 100% of amounts distributed on REMIC II-A Regular Interest LT-IO. For any date of determination and the

Class III-XS Certificates, an amount equal to the product of the aggregate Scheduled Principal Balance of the Group III Mortgage Loans that have Expense Adjusted Mortgage Rates greater than 5.500% per annumtimes a fraction, the numerator of which is (x) the excess of (A) the Net WAC Rate for the Class XS Mortgage Loans in Collateral Pool III over (B) 5.500% per annum, and the denominator of which is (y) 5.500% per annum.

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

“One-Month LIBOR”: With respect to the Floater Certificates and Inverse Floater Certificates and any Interest Accrual Period therefor, the rate determined by the Trust Administrator on the related Interest Determination Date on the basis of the offered rate for one-month U.S. dollar deposits, as such rate appears on Telerate Page 3750 as of 11:00 a.m. (London time) on such Interest Determination Date; provided that if such rate does not appear on Telerate Page 3750, the rate for such date will be determined on the basis of the offered rates of the Reference Banks for one-month U.S. dollar deposits, as of 11:00 a.m. (London time) on such Interest Determination Date. In such event, the Trust Administrator will request the principal London office of each of the Reference Banks to provide a quotation of its rate. If on such Interest Determination Date, two or more Reference Banks provide such offered quotations, One-Month LIBOR for the related Interest Accrual Period shall be the arithmetic mean of such offered quotations (rounded upwards if necessary to the nearest whole multiple of 1/16%). If on such Interest Determination Date, fewer than two Reference Banks provide such offered quotations, One-Month LIBOR for the related Interest Accrual Period shall be the higher of (i) One-Month LIBOR as determined on the previous Interest Determination Date and (ii) the Reserve Interest Rate. Notwithstanding the foregoing, if, under the priorities described above, One-Month LIBOR for an Interest Determination Date would be based on One-Month LIBOR for the previous Interest Determination Date for the third consecutive Interest Determination Date, the Trust Administrator shall select an alternative comparable index (over which the Trust Administrator has no control), used for determining one-month Eurodollar lending rates that is calculated and published (or otherwise made available) by an independent party.

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

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

“Originator”: American Home, CitiMortgage, Countrywide, MortgageIT, National City, PHH, Quicken, SunTrust, Weichert or Wells Fargo, as applicable.

“Overcollateralized Amount”: As to any Distribution Date and the Group I 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 I, 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 each Class of Group I Class A Certificates and any Distribution Date, the Net WAC Rate for the related Group I Mortgage Loans for such Distribution Date. For federal income tax purposes, the equivalent of the foregoing shall be expressed as the weighted average of the REMIC I-A Remittance Rate on REMIC I-A Regular Interest LT-1B, weighted on the basis of the Uncertificated Balance of such REMIC I-A Regular Interest.

With respect to the Group I-R Certificates and the first Distribution Date, the Net WAC Rate for the Group I-1 Mortgage Loans for such Distribution Date. For federal income tax purposes, the equivalent of the foregoing shall be expressed as the weighted average of the REMIC I-A Remittance Rate on REMIC I-A Regular Interest LT-1B, weighted on the basis of the Uncertificated Balance of such REMIC I-A Regular Interest.