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
