CITIGROUP MORTGAGE LOAN TRUST INC. Depositor WELLS FARGO BANK, N.A. ServicerPooling and Servicing Agreement • March 23rd, 2006 • Citigroup Mortgage Loan Trust 2006-Wfhe1, Asset-Backed Pass-Through Certificates, Series 2006-Wfhe1 • Asset-backed securities • New York
CITIGROUP MORTGAGE LOAN TRUST INC. $409,540,000 (Approximate) Citigroup Mortgage Loan Trust Inc. Asset-Backed Pass-Through Certificates, Series 2006-WFHE1 UNDERWRITING AGREEMENTCitigroup Mortgage • March 30th, 2006 • Citigroup Mortgage Loan Trust 2006-Wfhe1, Asset-Backed Pass-Through Certificates, Series 2006-Wfhe1 • Asset-backed securities • New York
Citigroup Mortgage Loan Trust Inc. (the “Company”), a Delaware corporation, proposes to issue Citigroup Mortgage Loan Trust 2006-WFHE1, Asset-Backed Pass-Through Certificates, Series 2006-WFHE1 (the “Certificates”), under a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of February 1, 2006, among the Company, Wells Fargo Bank, N.A. (the “Servicer”), Citibank, N.A. (the “Trust Administrator”) and U.S. Bank National Association (the “Trustee”), and proposes to sell the Registered Certificates (as defined below) to the underwriter named in Schedule II hereto (the “Underwriter”). If the firm or firms listed in Schedule II hereto include only Citigroup Global Markets Inc., then the terms “Underwriters” and “Representative,” as used herein, shall each be deemed to refer to Citigroup Global Markets Inc. The Certificates are designated as (i) the Class A-1A Certificates, the Class A-1B Certificates, the Class A-1C Certificates, the Class A-1D Certificates, (i
THACHER PROFFITT & WOOD LLP LETTERHEAD]Custodial Agreement • February 28th, 2006 • Citigroup Mortgage Loan Trust 2006-Wfhe1, Asset-Backed Pass-Through Certificates, Series 2006-Wfhe1 • Asset-backed securities
We have acted as counsel to Citigroup Global Markets Realty Corp. (the “Seller”), Citigroup Mortgage Loan Trust Inc. (the “Depositor”) and Citigroup Global Markets Inc. (the “Underwriter” and the “Initial Purchaser”, as applicable) in connection with (i) the Assignment and Recognition Agreement, dated February 28, 2006 (the “Seller Sale Agreement”), among the Seller, the Depositor and Wells Fargo Bank, N.A., (ii) the Pooling and Servicing Agreement, dated as of February 1, 2006, among Citigroup Mortgage Loan Trust Inc. (the “Depositor”), Wells Fargo Bank, N.A. (the “Servicer”), Citibank, N.A. (the “Trust Administrator”) and U.S. Bank National Association (the “Trustee”), and the certificates issued pursuant thereto designated as Asset-Backed Pass-Through Certificates, Series 2006-WFHE1 (the “Certificates”), (iii) the Custodial Agreement, dated February 28, 2006 (the “Custodial Agreement”), among the Depositor, the Trustee and Citibank (West), FSB (the “Custodian”), (iv) the Cap Adminis
