Citigroup Mortgage Loan Trust 2006-Wfhe3 Sample Contracts

CITIGROUP MORTGAGE LOAN TRUST INC. Depositor WELLS FARGO BANK, N.A. Servicer CITIBANK, N.A. Trust Administrator and Trustee POOLING AND SERVICING AGREEMENT Dated as of October 1, 2006 Asset-Backed Pass-Through Certificates Series 2006-WFHE3
Pooling and Servicing Agreement • May 4th, 2007 • Citigroup Mortgage Loan Trust 2006-Wfhe3 • Asset-backed securities • New York

This Pooling and Servicing Agreement, is dated and effective as of October 1, 2006, among CITIGROUP MORTGAGE LOAN TRUST INC., as Depositor, WELLS FARGO BANK, N.A., as Servicer, CITIBANK, N.A., as Trust Administrator, and U.S. BANK NATIONAL ASSOCIATION, as Trustee.

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CITIGROUP MORTGAGE LOAN TRUST INC. $1,627,094,846.98 (Approximate) Citigroup Mortgage Loan Trust Inc. Asset-Backed Pass-Through Certificates, Series 2006-WFHE3 UNDERWRITING AGREEMENT
Citigroup Mortgage • May 4th, 2007 • Citigroup Mortgage Loan Trust 2006-Wfhe3 • Asset-backed securities • New York

Citigroup Mortgage Loan Trust Inc. (the “Company”), a Delaware corporation, proposes to issue Citigroup Mortgage Loan Trust 2006-WFHE3, Asset-Backed Pass-Through Certificates, Series 2006-WFHE3 (the “Certificates”), under a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of October 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-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates, the Class A-4 Certificates (the “Cl

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