Unassociated Document

CITIGROUP HELOC TRUST 2006-NCB1, as Issuer
By: WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee
By:	/s/ Jeanne M. Oller
Name:	Jeanne M. Oller
Title:	Senior Financial Services

U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee
By:	/s/ Clare O’ Brien
Name:	Clare O’Brien
Title:	Vice President

CITIBANK, N.A., as Securities Administrator and Authenticating Agent
By:	/s/ Jennifer McCourt
Name:	Jennifer McCourt
Title:	Vice President

STATE OF DELAWARE	)
	)	ss.:
COUNTY OF NEW CASTLE	)

On this _18th day of May 2006, before me personally appeared _Jeanne M. Oller__ to me known, who being by me duly sworn, did depose and say, that (s)he is a _Senior Financial Services Officer__of the Owner Trustee, one of the entities described in and which executed the above instrument; and that he signed her name thereto by like order.

	Susanne M. Gula
	Notary Public

[Notarial Seal]

STATE OF MASSACHUSETTS	)
	)	ss.:
COUNTY OF SUFFOLK	)

On this 23rd day of May 2006, before me personally appeared _Clare O’Brien__ to me known, who being by me duly sworn, did depose and say, that (s)he is the _Vice President_ of the Indenture Trustee, one of the corporations described in and which executed the above instrument; and that he signed his name thereto by like order.

	Tara A. Harris
	Notary Public

[Notarial Seal]

STATE OF NEW YORK	)
	)	ss.:
COUNTY OF QUEENS	)

On the 23rd day of May 2006 before me, a notary public in and for said State, personally appeared _Jennifer McCourt_ known to me to be a(n) _Vice President_of Citibank, N.A, , the entity that executed the within instrument, and also known to me to be the person who executed it on behalf of said entity, and acknowledged to me that such entity executed the within instrument.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.

	/s/ Rhonda Lewis
	Notary Public

[Notarial Seal]

EXHIBIT A-1

FORM OF CLASS [A] NOTE

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE SECURITIES ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THE HOLDER OF THIS NOTE OR BENEFICIAL OWNER OF ANY INTEREST HEREIN IS DEEMED TO REPRESENT THAT EITHER (1) IT IS NOT ACQUIRING THE NOTE WITH PLAN ASSETS OR (2) (A) THE ACQUISITION, HOLDING AND TRANSFER OF A NOTE WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE AND (B) THE NOTES ARE RATED INVESTMENT GRADE OR BETTER AND SUCH PERSON BELIEVES THAT THE NOTES ARE PROPERLY TREATED AS INDEBTEDNESS WITHOUT SUBSTANTIAL EQUITY FEATURES FOR PURPOSES OF THE DOL REGULATIONS, AND AGREES TO SO TREAT THE NOTES. ALTERNATIVELY, REGARDLESS OF THE RATING OF THE NOTES, SUCH PERSON MAY PROVIDE THE SECURITIES ADMINISTRATOR WITH AN OPINION OF COUNSEL, WHICH OPINION OF COUNSEL WILL NOT BE AT THE EXPENSE OF THE TRUST, THE OWNER TRUSTEE, THE INDENTURE TRUSTEE, THE DEPOSITOR OR THE SECURITIES ADMINISTRATOR, WHICH OPINES THAT THE ACQUISITION, HOLDING AND TRANSFER OF SUCH NOTE OR INTEREST THEREIN IS PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE TRUST, THE DEPOSITOR, THE OWNER TRUSTEE, THE INDENTURE TRUSTEE OR THE SECURITIES ADMINISTRATOR TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN IN THE INDENTURE.

THE HOLDER OF THIS NOTE OR BENEFICIAL OWNER OF ANY INTEREST HEREIN WILL BE DEEMED TO REPRESENT TO ONE OF THE REPRESENTATIONS CONTAINED IN THE INDENTURE.

THIS NOTE IS A NON-RECOURSE OBLIGATION OF THE ISSUER, AND IS LIMITED IN RIGHT OF PAYMENT TO AMOUNTS AVAILABLE FROM THE TRUST ESTATE AS PROVIDED IN THE INDENTURE REFERRED TO BELOW. THE ISSUER IS NOT OTHERWISE PERSONALLY LIABLE FOR PAYMENTS ON THIS NOTE.

PRINCIPAL OF THIS NOTE IS PAYABLE OVER TIME AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

CITIGROUP HELOC TRUST 2006-NCB1

NOTES, SERIES 2006-NCB1

CLASS [A] NOTE

AGGREGATE NOTE PRINCIPAL

BALANCE: $[________________]

NOTE RATE: Adjustable Rate

INITIAL NOTE PRINCIPAL

BALANCE OF THIS NOTE: $[_____________]

NOTE NO. 1

CUSIP NO: [_______________]

CITIGROUP HELOC TRUST 2006-NCB1 (the “Issuer”), a Delaware statutory trust, for value received, hereby promises to pay to Cede & Co. or registered assigns, the principal sum of $[____________________] in monthly installments on the fifteenth day of each month or, if such day is not a Business Day, the next succeeding Business Day (each a “Payment Date”), commencing in ____ 2006 and ending on or before the Payment Date occurring in May 2036 (the “Final Stated Maturity Date”) and to pay interest on the Note Principal Balance of this Note (this “Note”) outstanding from time to time as provided below.

This Note is one of a duly authorized issue of the Issuer’s HELOC Trust 2006-NCB1 Notes, Series 2006-NCB1 (the “Notes”), issued under an Indenture dated as of May 23, 2006 (the “Indenture”), among the Issuer, Citibank, N.A. as securities administrator (the “Securities Administrator”) and U.S. Bank National Association, as indenture trustee, (the “Indenture Trustee”, which term includes any successor Indenture Trustee under the Indenture), and to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights thereunder of the Issuer, the Indenture Trustee, and the Holders of the Notes and the terms upon which the Notes are to be authenticated and delivered. All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

The principal of, and interest on, this Note are due and payable as described in the Indenture, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be equal to this Note’s pro rata share of the aggregate payments on all Class A Notes as described above, and shall be applied as between interest and principal as provided in the Indenture.

All principal and interest accrued on the Notes, if not previously paid, will become finally due and payable at the Final Stated Payment Date.

The HELOCs are subject to purchase in whole, but not in part, by the Servicer, on any Payment Date on or after the Payment Date on which the aggregate Principal Balance of the HELOCs as of the end of the prior Collection Period is less than or equal to 10% of the aggregate Principal Balance of the HELOCs as of the Cut-off Date.

The Issuer shall not be liable upon the indebtedness evidenced by the Notes except to the extent of amounts available from the Trust Estate which constitutes security for the payment of the Notes. The assets included in the Trust Estate will be the sole source of payments on the Notes, and each Holder hereof, by its acceptance of this Note, agrees that (i) such Note will be limited in right of payment to amounts available from the Trust Estate as provided in the Indenture and (ii) such Holder shall have no recourse to the Issuer, the Owner Trustee, the Indenture Trustee, the Depositor, the Seller, the Servicer, the Securities Administrator or any of their respective affiliates, or to the assets of any of the foregoing entities, except the assets of the Issuer pledged to secure the Notes pursuant to the Indenture and the rights conveyed to the Issuer under the Indenture.

Any payment of principal or interest payable on this Note which is punctually paid on the applicable Payment Date shall be paid to the Person in whose name such Note is registered at the close of business on the Record Date for such Payment Date by check mailed to such person’s address as it appears in the Note Register on such Record Date, except for the final installment of principal and interest payable with respect to such Note, which shall be payable as provided below. Notwithstanding the foregoing, upon written request with appropriate instructions by the Holder of this Note delivered to the Securities Administrator at least five Business Days prior to the Record Date, any payment of principal or interest, other than the final installment of principal or interest, shall be made by wire transfer to an account in the United States designated by such Holder. All reductions in the principal amount of a Note effected by payments of principal made on any Payment Date shall be binding upon all Holders of this Note and of any Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, whether or not such payment is noted on such Note. The final payment of this Note shall be payable upon presentation and surrender thereof on or after the Payment Date thereof at the office designated by the Securities Administrator or the Office or agency of the Issuer maintained by it for such purpose pursuant to Section 4.02 of the Indenture.

Subject to the foregoing provisions, each Note delivered under the Indenture, upon registration of transfer of or in exchange for or in lieu of any other Note, shall carry the right to unpaid principal and interest that were carried by such other Note.

If an Event of Default as defined in the Indenture shall occur and be continuing with respect to the Notes, the Notes may become or be declared due and payable in the manner and with the effect provided in the Indenture. If any such acceleration of maturity occurs prior to the payment of the entire unpaid Note Principal Balance of the Notes, the amount payable to the Holder of this Note will be equal to the sum of the unpaid Note Principal Balance of this Note, together with accrued and unpaid interest thereon as described in the Indenture. The Indenture provides that, notwithstanding the acceleration of the maturity of the Notes, under certain circumstances specified therein, all amounts collected as proceeds of the Trust Estate securing the Notes or otherwise shall continue to be applied to payments of principal of and interest on the Notes as if they had not been declared due and payable.

The failure to pay any interest payment due at any time when funds are not available to make such payment as provided in the Indenture shall not constitute an Event of Default under the Indenture.

The Holder of this Note or Beneficial Owner of any interest herein is deemed to represent that either (1) it is not acquiring the Note with Plan Assets or (2) (A) the acquisition, holding and transfer of a Note will not give rise to a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code and (B) the Notes are rated investment grade or better and such person believes that the Notes are properly treated as indebtedness without substantial equity features for purposes of the DOL Regulations, and agrees to so treat the Notes. Alternatively, regardless of the rating of the Notes, such person may provide the Securities Administrator with an opinion of counsel, which opinion of counsel will not be at the expense of the Trust, the Owner Trustee, the Indenture Trustee, the Depositor or the Securities Administrator, which opines that the acquisition, holding and transfer of such Note or interest therein is permissible under applicable law, will not constitute or result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Trust, the Depositor, the Owner Trustee, the Indenture Trustee or the Securities Administrator to any obligation in addition to those undertaken in the Indenture and the other Basic Documents.

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note may be registered on the Note Register of the Issuer. Upon surrender for registration of transfer of, or presentation of a written instrument of transfer for, this Note at the office or agency designated by the Issuer pursuant to the Indenture, accompanied by proper instruments of assignment in form satisfactory to the Securities Administrator, one or more new Notes of any authorized denominations and of a like aggregate then outstanding Note Principal Balance, will be issued to the designated transferee or transferees.

Prior to the due presentment for registration of transfer of this Note, the Issuer, the Indenture Trustee, the Securities Administrator and any agent of the Issuer, the Securities Administrator or the Indenture Trustee may treat the Person in whose name this Note is registered as the owner of such Note (i) on the applicable Record Date for the purpose of making payments and interest of such Note, and (ii) on any other date for all other purposes whatsoever, as the owner hereof, whether or not this Note be overdue, and none of the Issuer, the Securities Administrator, the Indenture Trustee nor any such agent of the Issuer, the Securities Administrator or the Indenture Trustee shall be affected by notice to the contrary.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer and he Insurer, so long as any Insured Securities are outstanding or any amounts are due and owing to the Insurer and an Insurer Default has not occurred and is continuing, or if the Insured Securities are no longer outstanding and all amounts due to the Insurer have been paid to it or if an Insurer Default has occurred and is continuing, the Holder or Holders of in excess of 50% of the Voting Rights. The Indenture also contains provisions permitting the Insurer, so long as any Insured Securities are outstanding or any amounts are due and owing to the Insurer and an Insurer Default has not occurred and is continuing, or if the Insured Securities are no longer outstanding and all amounts due to the Insurer have been paid to it or if an Insurer Default has occurred and is continuing, the Holder or Holders of in excess of 50% of the Voting Rights, to waive any past Event of Default and its consequences except an Event of Default (a) with respect to payment of principal of or interest on any of the Notes, or (b) in respect of a covenant or provision of the Indenture which cannot be modified or amended without the consent of the Holder of each Note. Any such waiver, at the time of the giving thereof, of this Note (or any one or more predecessor Notes) shall bind the Holder of every Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not notation of such consent or waiver is made upon such Note. The Indenture also permits the Issuer, the Indenture Trustee and the Securities Administrator, following prior notice to the Rating Agencies, to amend or waive certain terms and conditions set forth in the Indenture without the consent of the Holders of the Notes issued thereunder.

Initially, the Notes will be registered in the name of Cede & Co. as nominee of DTC, acting in its capacity as the Depository for the Notes. The Notes will be delivered by the clearing agency in denominations as provided in the Indenture and subject to certain limitations therein set forth. The Notes are exchangeable for a like aggregate then outstanding Note Principal Balance of Notes of different authorized denominations, as requested by the Holder surrendering same.

Unless the Certificate of Authentication hereon has been executed by the Authenticating Agent by manual signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.

Anything herein to the contrary notwithstanding, except as expressly provided in the Basic Documents, neither the Owner Trustee in its individual capacity, nor any of its respective partners, beneficiaries, agents, officers, directors, employees, or successors or assigns, shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in this Note, it being expressly understood that said covenants, obligations and indemnifications have been made solely by the Trust to the extent of the assets of the Trust. The holder of this Note by the acceptance hereof agrees that, except as expressly provided in the Basic Documents, the Holder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Trust Estate for any and all liabilities, obligations and undertakings contained in this Note.

AS PROVIDED IN THE INDENTURE, THIS NOTE AND THE INDENTURE CREATING THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN.

IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed.

Dated: _____, 2006

	CITIGROUP HELOC TRUST 2006-NCB1
	By:	WILMINGTON TRUST COMPANY, not in its individual capacity but solely in its capacity as Owner Trustee

	By:
		Authorized Signatory

AUTHENTICATING AGENT’S CERTIFICATE OF AUTHENTICATION

This is one of the Class _______ Notes referred to in the within-mentioned Indenture.

	CITIBANK, N.A., as Authenticating Agent

	By:
		Authorized Signatory

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of the Note, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM -	as tenants in common	UNIF GIFT MIN ACT -	Custodian __________________ (Cust) (Minor) under Uniform Gifts to Minors Act __________________ (State)
TEN ENT -	as tenants by the entireties
JT TEN -	as joint tenants with right of survivorship and not as tenants in common

Additional abbreviations may also be used though not in the above list.

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE:

(Please print or typewrite name and address, including zip code, of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints ________________________ attorney to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.

Dated: ________________________ __________________________________________

Signature Guaranteed by ______________________________________

NOTICE: The signature(s) to this assignment must correspond with the name as it appears upon the face of the within Note in every particular, without alteration or enlargement or any change whatsoever. Signature(s) must be guaranteed by a commercial bank or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or witnessed signatures are not acceptable.

EXHIBIT A-2

FORM OF CLASS M NOTE

THIS NOTE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A NOTES AND THE CLASS N CERTIFICATES AS DESCRIBED IN THE INDENTURE.

THE HOLDER OF THIS NOTE OR BENEFICIAL OWNER OF ANY INTEREST HEREIN WILL BE DEEMED TO REPRESENT TO ONE OF THE REPRESENTATIONS CONTAINED IN THE INDENTURE.

PRINCIPAL OF THIS NOTE IS PAYABLE OVER TIME AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

CITIGROUP HELOC TRUST 2006-NCB1

NOTES, SERIES 2006-NCB1

CLASS [M] NOTE

AGGREGATE NOTE PRINCIPAL

BALANCE: $[________________]

NOTE RATE: Adjustable Rate

INITIAL NOTE PRINCIPAL

BALANCE OF THIS NOTE: $[_____________]

NOTE NO. 1

CUSIP NO: [_______________]

Payments of principal and interest on this Note will be made on each Payment Date to the Noteholder of record as of the related Record Date. The “Note Principal Balance” of this Note as of any date of determination is equal to the initial Note Principal Balance thereof, minus (i) all amounts paid in respect of principal with respect to such Class of Notes and (ii) the aggregate amount of any reductions in the Note Principal Balance thereof deemed to have occurred in connection with the allocation of Realized Losses on all prior Payment Date in accordance with the Indenture, plus (iii) any Subsequent Recoveries allocated thereto.

The principal of, and interest on, this Note are due and payable as described in the Indenture, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be equal to this Note’s pro rata share of the aggregate payments on all Class M Notes as described above, and shall be applied as between interest and principal as provided in the Indenture.

All principal and interest accrued on the Notes, if not previously paid, will become finally due and payable at the Final Stated Payment Date.

The failure to pay any interest payment due at any time when funds are not available to make such payment as provided in the Indenture shall not constitute an Event of Default under the Indenture.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer and the Insurer, so long as any Insured Securities are outstanding or any amounts are due and owing to the Insurer and an Insurer Default has not occurred and is continuing, or if the Insured Securities are no longer outstanding and all amounts due to the Insurer have been paid to it or if an Insurer Default has occurred and is continuing, the Holder or Holders of in excess of 50% of the Voting Rights. The Indenture also contains provisions permitting the Insurer, so long as any Insured Securities are outstanding or any amounts are due and owing to the Insurer and an Insurer Default has not occurred and is continuing, or if the Insured Securities are no longer outstanding and all amounts due to the Insurer have been paid to it or if an Insurer Default has occurred and is continuing, the Holder or Holders of in excess of 50% of the Voting Rights, to waive any past Event of Default and its consequences except an Event of Default (a) with respect to payment of principal of or interest on any of the Notes, or (b) in respect of a covenant or provision of the Indenture which cannot be modified or amended without the consent of the Holder of each Note. Any such waiver, at the time of the giving thereof, of this Note (or any one or more predecessor Notes) shall bind the Holder of every Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not notation of such consent or waiver is made upon such Note. The Indenture also permits the Issuer, the Indenture Trustee and the Securities Administrator, following prior notice to the Rating Agencies, to amend or waive certain terms and conditions set forth in the Indenture without the consent of the Holders of the Notes issued thereunder.

IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed.

Dated: _____, 2006

CITIGROUP HELOC TRUST 2006-NCB1

By:

WILMINGTON TRUST COMPANY, not in its individual capacity but solely in its capacity as Owner Trustee

By:

Authorized Signatory

AUTHENTICATING AGENT’S CERTIFICATE OF AUTHENTICATION

This is one of the Class _______ Notes referred to in the within-mentioned Indenture.

	CITIBANK, N.A., as Authenticating Agent

	By:
		Authorized Signatory

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of the Note, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM -	as tenants in common	UNIF GIFT MIN ACT -	Custodian __________________ (Cust) (Minor) under Uniform Gifts to Minors Act __________________ (State)
TEN ENT -	as tenants by the entireties
JT TEN -	as joint tenants with right of survivorship and not as tenants in common

Additional abbreviations may also be used though not in the above list.

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE:

(Please print or typewrite name and address, including zip code, of assignee)

Dated: ________________________ __________________________________________

Signature Guaranteed by ______________________________________

EXHIBIT B

LOAN SCHEDULE

As previously filed on May 22, 2006

EXHIBIT C

[FORM OF RULE 144A INVESTMENT REPRESENTATION]

Description of Rule 144A Securities, including numbers:

The undersigned seller, as registered holder (the “Seller”), intends to transfer the Rule 144A Securities described above to the undersigned buyer (the “Buyer”).

1. In connection with such transfer and in accordance with the agreements pursuant to which the Rule 144A Securities were issued, the Seller hereby certifies the following facts: Neither the Seller nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of the Rule 144A Securities, any interest in the Rule 144A Securities or any other similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Rule 144A Securities, any interest in the Rule 144A Securities or any other similar security from, or otherwise approached or negotiated with respect to the Rule 144A Securities, any interest in the Rule 144A Securities or any other similar security with, any person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action, that would constitute a distribution of the Rule 144A Securities under the Securities Act of 1933, as amended (the “1933 Act”), or that would render the disposition of the Rule 144A Securities a violation of Section 5 of the 1933 Act or require registration pursuant thereto, and that the Seller has not offered the Rule 144A Securities to any person other than the Buyer or another “qualified institutional buyer” as defined in Rule 144A under the 1933 Act.

2. The Buyer warrants and represents to, and covenants with, the Indenture Trustee pursuant to Section 4.02 of the Indenture (the “Indenture”), dated as of May 23, 2006, among Citigroup HELOC Trust 2006-NCB1, as Issuer, U.S. Bank National Association, as Indenture Trustee, and Citibank, N.A., as Securities Administrator and Authenticating Agent, as follows:

a. The Buyer understands that the Rule 144A Securities have not been registered under the 1933 Act or the securities laws of any state.

b. The Buyer considers itself a substantial, sophisticated institutional investor having such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of investment in the Rule 144A Securities.

c. The Buyer has been furnished with all information regarding the Rule 144A Securities that it has requested from the Seller, the Indenture Trustee, the Owner Trustee or the Servicer.

d. Neither the Buyer nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of the Rule 144A Securities, any interest in the Rule 144A Securities or any other similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Rule 144A Securities, any interest in the Rule 144A Securities or any other similar security from, or otherwise approached or negotiated with respect to the Rule 144A Securities, any interest in the Rule 144A Securities or any other similar security with, any person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action, that would constitute a distribution of the Rule 144A Securities under the 1933 Act or that would render the disposition of the Rule 144A Securities a violation of Section 5 of the 1933 Act or require registration pursuant thereto, nor will it act, nor has it authorized or will it authorize any person to act, in such manner with respect to the Rule 144A Securities.

e. The Buyer is a “qualified institutional buyer” as that term is defined in Rule 144A under the 1933 Act and has completed either of the forms of certification to that effect attached hereto as Annex 1 or Annex 2. The Buyer is aware that the sale to it is being made in reliance on Rule 144A. The Buyer is acquiring the Rule 144A Securities for its own account or the accounts of other qualified institutional buyers, understands that such Rule 144A Securities may be resold, pledged or transferred only (i) to a person reasonably believed to be a qualified institutional buyer that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A, or (ii) pursuant to another exemption from registration under the 1933 Act.

3. This document may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same document.

IN WITNESS WHEREOF, each of the parties has executed this document as of the date set forth below.


Print Name of Seller


By:
Name:
Title:

Taxpayer Identification No.:


Date:


Print Name of Buyer


By:
Name:
Title:

Taxpayer Identification No.:


Date:

ANNEX 1 TO EXHIBIT C

QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

[For Buyers Other Than Registered Investment Companies]

The undersigned hereby certifies as follows in connection with the Rule 144A Investment Representation to which this Certification is attached:

1. As indicated below, the undersigned is the President, Chief Financial Officer, Senior Vice President or other executive officer of the Buyer.

2. In connection with purchases by the Buyer, the Buyer is a “qualified institutional buyer” as that term is defined in Rule 144A under the Securities Act of 1933 (“Rule 144A”) because (i) the Buyer owned and/or invested on a discretionary basis $_____________________ in securities (except for the excluded securities referred to below) as of the end of the Buyer’s most recent fiscal year (such amount being calculated in accordance with Rule 144A) and (ii) the Buyer satisfies the criteria in the category marked below.

___________	Corporation, etc. The Buyer is a corporation (other than a bank, savings and loan association or similar institution), Massachusetts or similar business trust, partnership, or charitable organization described in Section 501(c)(3) of the Internal Revenue Code.

___________	Bank. The Buyer (a) is a national bank or banking institution organized under the laws of any State, territory or the District of Columbia, the business of which is substantially confined to banking and is supervised by the State or territorial banking commission or similar official or is a foreign bank or equivalent institution, and (b) has an audited net worth of at least $25,000,000 as demonstrated in its latest annual financial statements, a copy of which is attached hereto.

___________	Savings and Loan. The Buyer (a) is a savings and loan association, building and loan association, cooperative bank, homestead association or similar institution, which is supervised and examined by a State or Federal authority having supervision over any such institutions or is a foreign savings and loan association or equivalent institution and (b) has an audited net worth of at least $25,000,000 as demonstrated in its latest annual financial statements.

___________	Broker-Dealer. The Buyer is a dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934.

___________	Insurance Company. The Buyer is an insurance company whose primary and predominant business activity is the writing of insurance or the reinsuring of risks underwritten by insurance companies and which is subject to supervision by the insurance commissioner or a similar official or agency of a State or territory or the District of Columbia.

___________	State or Local Plan. The Buyer is a plan established and maintained by a State, its political subdivisions, or any agency or instrumentality of the State or its political subdivisions, for the benefit of its employees.

___________	ERISA Plan. The Buyer is an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974.

___________	Investment Adviser. The Buyer is an investment adviser registered under the Investment Advisers Act of 1940.

___________	SBIC. The Buyer is a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958.

___________	Business Development Company. The Buyer is a business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940.

___________	Trust Fund. The Buyer is a trust fund whose trustee is a bank or trust company and whose participants are exclusively (a) plans established and maintained by a State, its political subdivisions, or any agency or instrumentality of the State or its political subdivisions, for the benefit of its employees, or (b) employee benefit plans within the meaning of Title I of the Employee Retirement Income Security Act of 1974, but is not a trust fund that includes as participants individual retirement accounts or H.R. 10 plans.

3. The term “securities” as used herein does not include (i) securities of issuers that are affiliated with the Buyer, (ii) securities that are part of an unsold allotment to or subscription by the Buyer, if the Buyer is a dealer, (iii) bank deposit Notes and certificates of deposit, (iv) loan participations, (v) repurchase agreements, (vi) securities owned but subject to a repurchase agreement and (vii) currency, interest rate and commodity swaps.

4. For purposes of determining the aggregate amount of securities owned and/or invested on a discretionary basis by the Buyer, the Buyer used the cost of such securities to the Buyer and did not include any of the securities referred to in the preceding paragraph. Further, in determining such aggregate amount, the Buyer may have included securities owned by subsidiaries of the Buyer, but only if such subsidiaries are consolidated with the Buyer in its financial statements prepared in accordance with generally accepted accounting principles and if the investments of such subsidiaries are managed under the Buyer’s direction. However, such securities were not included if the Buyer is a majority-owned, consolidated subsidiary of another enterprise and the Buyer is not itself a reporting company under the Securities Exchange Act of 1934.

5. The Buyer acknowledges that it is familiar with Rule 144A and understands that the seller to it and other parties related to the Certificates are relying and will continue to rely on the statements made herein because one or more sales to the Buyer may be in reliance on Rule 144A.

				Will the Buyer be purchasing the Rule 144A
Yes		No		Securities only for the Buyer’s own account?

6. If the answer to the foregoing question is “no”, the Buyer agrees that, in connection with any purchase of securities sold to the Buyer for the account of a third party (including any separate account) in reliance on Rule 144A, the Buyer will only purchase for the account of a third party that at the time is a “qualified institutional buyer” within the meaning of Rule 144A. In addition, the Buyer agrees that the Buyer will not purchase securities for a third party unless the Buyer has obtained a current representation letter from such third party or taken other appropriate steps contemplated by Rule 144A to conclude that such third party independently meets the definition of “qualified institutional buyer” set forth in Rule 144A.

7. The Buyer will notify each of the parties to which this certification is made of any changes in the information and conclusions herein. Until such notice is given, the Buyer’s purchase of Rule 144A Securities will constitute a reaffirmation of this certification as of the date of such purchase.


Print Name of Buyer


By:
Name:
Title:

ANNEX 2 TO EXHIBIT C

QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

[For Buyers That Are Registered Investment Companies]

The undersigned hereby certifies as follows in connection with the Rule 144A Investment Representation to which this Certification is attached:

1. As indicated below, the undersigned is the President, Chief Financial Officer or Senior Vice President of the Buyer or, if the Buyer is a “qualified institutional buyer” as that term is defined in Rule 144A under the Securities Act of 1933 (“Rule 144A”) because Buyer is part of a Family of Investment Companies (as defined below), is such an officer of the Adviser.

2. In connection with purchases by Buyer, the Buyer is a “qualified institutional buyer” as defined in SEC Rule 144A because (i) the Buyer is an investment company registered under the Investment Company Act of 1940, and (ii) as marked below, the Buyer alone, or the Buyer’s Family of Investment Companies, owned at least $100,000,000 in securities (other than the excluded securities referred to below) as of the end of the Buyer’s most recent fiscal year. For purposes of determining the amount of securities owned by the Buyer or the Buyer’s Family of Investment Companies, the cost of such securities was used.

____	The Buyer owned $_______________ in securities (other than the excluded securities referred to below) as of the end of the Buyer’s most recent fiscal year (such amount being calculated in accordance with Rule 144A).

____	The Buyer is part of a Family of Investment Companies which owned in the aggregate $__________________ in securities (other than the excluded securities referred to below) as of the end of the Buyer’s most recent fiscal year (such amount being calculated in accordance with Rule 144A).

3. The term “Family of Investment Companies” as used herein means two or more registered investment companies (or series thereof) that have the same investment adviser or investment advisers that are affiliated (by virtue of being majority owned subsidiaries of the same parent or because one investment adviser is a majority owned subsidiary of the other).

4. The term “securities” as used herein does not include (i) securities of issuers that are affiliated with the Buyer or are part of the Buyer’s Family of Investment Companies, (ii) bank deposit Notes and certificates of deposit, (iii) loan participations, (iv) repurchase agreements, (v) securities owned but subject to a repurchase agreement and (vi) currency, interest rate and commodity swaps.

5. The Buyer is familiar with Rule 144A and understands that each of the parties to which this certification is made are relying and will continue to rely on the statements made herein because one or more sales to the Buyer will be in reliance on Rule 144A. In addition, the Buyer will only purchase for the Buyer’s own account.

6. The undersigned will notify each of the parties to which this certification is made of any changes in the information and conclusions herein. Until such notice, the Buyer’s purchase of Rule 144A Securities will constitute a reaffirmation of this certification by the undersigned as of the date of such purchase.


Print Name of Buyer
By:
	Name
	Title


IF AN ADVISER:


Print Name of Seller


By:
	Name
	Title

EXHIBIT D

FORM OF INVESTMENT LETTER [NON-RULE 144A]

[DATE]

Wilmington Trust Company

1100 North Market Street

Rodney Square North

Wilmington, Delaware 19890

Citibank, N.A.

388 Greenwich Street,

14^th Floor,

New York, New York 10013

Re:	Citigroup HELOC Trust 2006-NCB1 Notes, Series 2006-NCB1, [Class A][Class M] (the “Notes”)

Ladies and Gentlemen:

In connection with our acquisition of the above-captioned Notes, we certify that (a) we understand that the Notes are not being registered under the Securities Act of 1933, as amended (the “Act”), or any state securities laws and are being transferred to us in a transaction that is exempt from the registration requirements of the Act and any such laws, (b) we are an “accredited investor,” as defined in Regulation D under the Act, and have such knowledge and experience in financial and business matters that we are capable of evaluating the merits and risks of investments in the Notes, (c) we have had the opportunity to ask questions of and receive answers from the Depositor concerning the purchase of the Notes and all matters relating thereto or any additional information deemed necessary to our decision to purchase the Notes, (d) [Reserved], (e) we are acquiring the Notes for investment for our own account and not with a view to any distribution of such Notes (but without prejudice to our right at all times to sell or otherwise dispose of the Notes in accordance with clause (g) below), (f) we have not offered or sold any Notes to, or solicited offers to buy any Notes from, any person, or otherwise approached or negotiated with any person with respect thereto, or taken any other action which would result in a violation of Section 5 of the Act, and (h) we will not sell, transfer or otherwise dispose of any Notes unless (1) such sale, transfer or other disposition is made pursuant to an effective registration statement under the Act or is exempt from such registration requirements, and if requested, we will at our expense provide an Opinion of Counsel satisfactory to the addressees of this certificate that such sale, transfer or other disposition may be made pursuant to an exemption from the Act, (2) the purchaser or transferee of such Note has executed and delivered to you a certificate to substantially the same effect as this certificate, and (3) the purchaser or transferee has otherwise complied with any conditions for transfer set forth in the Indenture.

Very truly yours,
[TRANSFEREE]


	Authorized Officer

EXHIBIT E

TRANSFEROR CERTIFICATE

Wilmington Trust Company

1100 North Market Street

Rodney Square North

Wilmington, Delaware 19890

Citibank, N.A.

388 Greenwich Street,

14^th Floor,

New York, New York 10013

Re:	Proposed Transfer of [Class A] [Class M Notes] Citigroup HELOC Trust 2006-NCB1

Gentlemen:

This certification is being made by ____________________ (the “Transferor”) in connection with the proposed Transfer to _____________________ (the “Transferee”) of the [Class A Notes] [Class M Notes] (the “Notes”) issued pursuant to the Indenture, dated May 23, 2006, being referred to herein as the “Indenture”) among Citigroup HELOC Trust 2006-NCB1, as issuer, U.S. Bank National Association as indenture trustee and Citibank, N.A., as Securities Administrator and authenticating agent (the “Securities Administrator” and “Authenticating Agent”, as applicable)(the “Indenture”). Initially capitalized terms used but not defined herein have the meanings assigned to them in the Indenture. The Transferor hereby certifies, represents and warrants to, and covenants with, the Owner Trustee and the Indenture Trustee that:

Neither the Transferor nor anyone acting on its behalf has (a) offered, pledged, sold, disposed of or otherwise transferred any Note, any interest in any Note or any other similar security to any person in any manner, (b) has solicited any offer to buy or to accept a pledge, disposition or other transfer of any Note, any interest in any Note or any other similar security from any person in any manner, (c) has otherwise approached or negotiated with respect to any Note, any interest in any Note or any other similar security with any person in any manner, (d) has made any general solicitation by means of general advertising or in any other manner, or (e) has taken any other action, that (as to any of (a) through (e) above) would constitute a distribution of the Notes under the Securities Act of 1933 (the “Act”), that would render the disposition of any Note a violation of Section 5 of the Act or any state securities law, or that would require registration or qualification pursuant thereto. The Transferor will not act in any manner set forth in the foregoing sentence with respect to any Note. The Transferor has not and will not sell or otherwise transfer any of the Notes, except in compliance with the provisions of the Indenture.

Date: ____________________

Name of Transferor

Signature

Name

Title

EXHIBIT F

FORM OF TRANSFEREE CERTIFICATE

Wilmington Trust Company

1100 North Market Street

Rodney Square North

Wilmington, Delaware 19890

U.S. Bank National Association

One Federal Street, 3rd Floor

Boston, MA 02110

Citibank, N.A.

388 Greenwich Street,

14^th Floor,

New York, New York 10013

Re:	Proposed Transfer of [Class A] [Class M Notes] Citigroup HELOC Trust 2006-NCB1

Gentlemen:

This certification is being made by _________ (the “Transferee”) in connection with the proposed transfer (the “Transfer”) by _________ of a [Class A] [Class M] Note issued pursuant to the Indenture, dated as of May 23, 2006 (the “Indenture”), among Citigroup HELOC Trust 2006-NCB1, as issuer, U.S. Bank National Association, as indenture trustee (the “Indenture Trustee”) and Citibank, N.A., as Securities Administrator and authenticating agent (the “Securities Administrator” and “Authenticating Agent”, as applicable). Initially capitalized terms used but not defined herein have the meanings assigned to them in the Indenture. The Transferee hereby certifies, represents and warrants to, and covenants with, the Owner Trustee, the Securities Administrator and the Indenture Trustee that:

Following the Transfer, 100% of the Privately Offered Notes and Certificate will be owned by a single entity.

Date: ____________________

Name of Transferor

Signature

Name

Title

EXHIBIT G

FORM 10-D, FORM 8-K AND FORM 10-K

REPORTING RESPONSIBILITY

As to each item described below, the entity indicated as the Responsible Party shall be primarily responsible for reporting the information to the party identified as responsible for preparing the Securities Exchange Act Reports pursuant to Section ___.

Under Item 1 of Form 10-D: a) items marked “7.04 statement” are required to be included in the periodic Payment Date statement under Section 7.04 of the Indenture, provided by the Securities Administrator based on information received from the Servicer; and b) items marked “Form 10-D report” are required to be in the Form 10-D report but not the 7.04 statement, provided by the party indicated. Information under all other Items of Form 10-D is to be included in the Form 10-D report. All such information and any other Items on Form 8-K and Form 10-D set forth in this Exhibit shall be sent to the Securities Administrator and the Depositor.

Form

Item

Description

Servicer

Securities Administrator

Custodian

Indenture Trustee

Depositor

Sponsor

10-D

(nominal)

Distribution and Pool Performance Information

Item 1121(a) - Distribution and Pool Performance Information

(1) Any applicable record dates, accrual dates, determination dates for calculating distributions and actual distribution dates for the distribution period.

(7.04 Statement)

(2) Cash flows received and the sources thereof for distributions, fees and expenses.

(7.04 Statement)

(3) Calculated amounts and distribution of the flow of funds for the period itemized by type and priority of payment, including:

(7.04 Statement)

(i) Fees or expenses accrued and paid, with an identification of the general purpose of such fees and the party receiving such fees or expenses.

(7.04 Statement)

(ii) Payments accrued or paid with respect to enhancement or other support identified in Item 1114 of Regulation AB (such as insurance premiums or other enhancement maintenance fees), with an identification of the general purpose of such payments and the party receiving such payments.

(7.04 Statement)

(iii) Principal, interest and other distributions accrued and paid on the asset-backed securities by type and by class or series and any principal or interest shortfalls or carryovers.

(7.04 Statement)

(iv) The amount of excess cash flow or excess spread and the disposition of excess cash flow.

(7.04 Statement)

(4) Beginning and ending principal balances of the asset-backed securities.

(7.04 Statement)

(5) Interest rates applicable to the pool assets and the asset-backed securities, as applicable. Consider providing interest rate information for pool assets in appropriate distributional groups or incremental ranges.

(7.04 Statement)

(6) Beginning and ending balances of transaction accounts, such as reserve accounts, and material account activity during the period.

(7.04 Statement)

(7) Any amounts drawn on any credit enhancement or other support identified in Item 1114 of Regulation AB, as applicable, and the amount of coverage remaining under any such enhancement, if known and applicable.

(7.04 Statement)

(8) Number and amount of pool assets at the beginning and ending of each period, and updated pool composition information, such as weighted average coupon, weighted average remaining term, pool factors and prepayment amounts.

(7.04 Statement)

Updated pool composition information fields to be as specified by Depositor from time to time

(9) Delinquency and loss information for the period.

(7.04 Statement)

In addition, describe any material changes to the information specified in Item 1100(b)(5) of Regulation AB regarding the pool assets. (methodology)

(10) Information on the amount, terms and general purpose of any advances made or reimbursed during the period, including the general use of funds advanced and the general source of funds for reimbursements.

(7.04 Statement)

(11) Any material modifications, extensions or waivers to pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time.

(7.04 Statement- to the extent the Securities Administrator has actual knowledge of such information or received such information from the servicer)

(12) Material breaches of pool asset representations or warranties or transaction covenants.

(if agreed upon by the parties)

(13) Information on ratio, coverage or other tests used for determining any early amortization, liquidation or other performance trigger and whether the trigger was met.

(7.04 Statement)

(14) Information regarding any new issuance of asset-backed securities backed by the same asset pool,

information regarding any pool asset changes (other than in connection with a pool asset converting into cash in accordance with its terms), such as additions or removals in connection with a prefunding or revolving period and pool asset substitutions and repurchases (and purchase rates, if applicable), and cash flows available for future purchases, such as the balances of any prefunding or revolving accounts, if applicable.

Disclose any material changes in the solicitation, credit-granting, underwriting, origination, acquisition or pool selection criteria or procedures, as applicable, used to originate, acquire or select the new pool assets.

Item 1121(b) - Pre-Funding or Revolving Period Information

Updated pool information as required under Item 1121(b).

Legal Proceedings

Item 1117 - Legal proceedings pending against the following entities, or their respective property, that is material to Certificateholders, including proceedings known to be contemplated by governmental authorities:

Sponsor (Seller)

Depositor

Trustee

Issuing entity

Master Servicer, affiliated Servicer, other Servicer servicing 20% or more of pool assets at time of report, other material servicers

Securities Administrator

Originator of 20% or more of pool assets as of the Cut-off Date

Custodian

Sales of Securities and Use of Proceeds

Information from Item 2(a) of Part II of Form 10-Q:

With respect to any sale of securities by the sponsor, depositor or issuing entity, that are backed by the same asset pool or are otherwise issued by the issuing entity, whether or not registered, provide the sales and use of proceeds information in Item 701 of Regulation S-K. Pricing information can be omitted if securities were not registered.

Defaults Upon Senior Securities

Information from Item 3 of Part II of Form 10-Q:

Report the occurrence of any Event of Default (after expiration of any grace period and provision of any required notice)

X (with respect to servicing agreement)

Submission of Matters to a Vote of Security Holders

Information from Item 4 of Part II of Form 10-Q

X (to the extent the securities administrator has actual knowledge)

X (to the extent it has actual knowledge)

Significant Obligors of Pool Assets

Item 1112(b) - Significant Obligor Financial Information*

*This information need only be reported on the Form 10-D for the distribution period in which updated information is required pursuant to the Item.

Significant Enhancement Provider Information

Item 1114(b)(2) - Credit Enhancement Provider Financial Information*

Determining applicable disclosure threshold

Requesting required financial information or effecting incorporation by reference

X (direction to Securities Administrator to incorporate insurer financials by reference)

Item 1115(b) - Derivative Counterparty Financial Information*

N/A

Determining current maximum probable exposure

Determining current significance percentage

Requesting required financial information or effecting incorporation by reference

*This information need only be reported on the Form 10-D for the distribution period in which updated information is required pursuant to the Items.

Other Information

Disclose any information required to be reported on Form 8-K during the period covered by the Form 10-D but not reported

Exhibits

Distribution report

Exhibits required by Item 601 of Regulation S-K, such as material agreements

8-K

1.01

Entry into a Material Definitive Agreement

Disclosure is required regarding entry into or amendment of any definitive agreement that is material to the securitization, even if depositor is not a party.

Examples: servicing agreement, custodial agreement.

Note: disclosure not required as to definitive agreements that are fully disclosed in the prospectus

X (to the extent of its actual knowledge)

1.02

Termination of a Material Definitive Agreement

X (to the extent of its actual knowledge)

Disclosure is required regarding termination of any definitive agreement that is material to the securitization (other than expiration in accordance with its terms), even if depositor is not a party.

Examples: servicing agreement, custodial agreement.

1.03

Bankruptcy or Receivership

Disclosure is required regarding the bankruptcy or receivership, if known to the Master Servicer, with respect to any of the following:

Sponsor (Seller), Depositor, Master Servicer, affiliated Servicer, other Servicer servicing 20% or more of pool assets at time of report, other material servicers, Securities Administrator, Trustee, significant obligor, credit enhancer (10% or more), derivatives counterparty, Custodian

2.04

Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

Includes an early amortization, performance trigger or other event, including event of default, that would materially alter the payment priority/distribution of cash flows/amortization schedule.

Disclosure will be made of events other than waterfall triggers which are disclosed in the 7.04 statement

X (to the extent of its actual knowledge)

3.03

Material Modification to Rights of Security Holders

Disclosure is required of any material modification to documents defining the rights of Noteholders, including the Indenture

5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Disclosure is required of any amendment “to the governing documents of the issuing entity”

5.06

Change in Shell Company Status

[Not applicable to ABS issuers]

6.01

ABS Informational and Computational Material

[Not included in reports to be filed under Section 3.18]

6.02

Change of Servicer or Trustee

Requires disclosure of any removal, replacement, substitution or addition of any master servicer, affiliated servicer, other servicer servicing 10% or more of pool assets at time of report, other material servicers, certificate administrator or trustee.

Reg AB disclosure about any new servicer is also required.

Reg AB disclosure about any new trustee is also required.

X (to the extent required by successor trustee)

Reg AB disclosure about any new securities administrator is also required.

6.03

Change in Credit Enhancement or Other External Support

Covers termination of any enhancement in manner other than by its terms, the addition of an enhancement, or a material change in the enhancement provided. Applies to external credit enhancements as well as derivatives.

Reg AB disclosure about any new enhancement provider is also required.

6.04

Failure to Make a Required Distribution

6.05

Securities Act Updating Disclosure

If any material pool characteristic differs by 5% or more at the time of issuance of the securities from the description in the final prospectus, provide updated Reg AB disclosure about the actual asset pool.

If there are any new servicers or originators required to be disclosed under Regulation AB as a result of the foregoing, provide the information called for in Items 1108 and 1110 respectively.

7.01

Regulation FD Disclosure

8.01

Other Events

Any event, with respect to which information is not otherwise called for in Form 8-K, that the registrant deems of importance to security holders.

9.01

Financial Statements and Exhibits

10-K

Other Information

Disclose any information required to be reported on Form 8-K during the fourth quarter covered by the Form 10-K but not reported

Exhibits and Financial Statement Schedules

Item 1112(b) - Significant Obligor Financial Information

Item 1114(b)(2) - Credit Enhancement Provider Financial Information

Determining applicable disclosure threshold

Requesting required financial information or effecting incorporation by reference

X (direction to Securities Administrator to incorporate insurer financials by reference)

Item 1115(b) - Derivative Counterparty Financial Information

Determining current maximum probable exposure

Determining current significance percentage

Requesting required financial information or effecting incorporation by reference

Sponsor (Seller)

Depositor

Trustee

Issuing entity

Master Servicer, affiliated Servicer, other Servicer servicing 20% or more of pool assets at time of report, other material servicers

Securities Administrator

Originator of 20% or more of pool assets as of the Cut-off Date

Custodian

Item 1119 - Affiliations and relationships between the following entities, or their respective affiliates, that are material to Certificateholders:

Sponsor (Seller)

Depositor

Trustee

Master Servicer, affiliated Servicer, other Servicer servicing 20% or more of pool assets at time of report, other material servicers

Securities Administrator

Originator

Custodian

Credit Enhancer/Support Provider

Significant Obligor

Item 1122 - Assessment of Compliance with Servicing Criteria

Item 1123 - Servicer Compliance Statement

EXHIBIT H-1

FORM CERTIFICATION TO BE PROVIDED BY THE DEPOSITOR WITH FORM 10-K

Re:	Citigroup HELOC Trust 2006-NCB1 Notes, Series 2006-NCB1

I, [_____], certify that:

l. I have reviewed this annual report on Form 10-K, and all reports on Form 10-D required to be filed in respect of the period covered by this report on Form 10-K of Citigroup Citigroup HELOC Trust 2006-NCB1 Notes, Series 2006-NCB1 (the “Exchange Act periodic reports”);

2. Based on my knowledge, the Exchange Act periodic reports, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, all of the distribution, servicing and other information required to be provided under Form 10-D for the period covered by this report is included in the Exchange Act periodic reports;

4. Based on my knowledge and upon the annual compliance statement required in this report under Item 1123 of Regulation AB, and except as disclosed in the Exchange Act periodic reports, each of the Servicers has fulfilled each of its obligations under the servicing agreement; and

5. All of the reports on assessment of compliance with servicing criteria for asset-backed securities and their related attestation reports on assessment of compliance with servicing criteria for asset-backed securities required to be included in this report in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to this report, except as otherwise disclosed in this report. Any material instances of noncompliance described in such reports have been disclosed in this report on Form 10-K.

In giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties: National City Bank, Wilmington Trust Company, U.S. Bank National Association, Ambac Assurance Corporation and Citibank, N.A..

Date: [__], 2006

CITIGROUP MORTGAGE LOAN TRUST, INC.

By:
Name:
Title:
Date:

EXHIBIT H-2

FORM OF BACK-UP CERTIFICATION TO FORM 10-K CERTIFICATE TO BE PROVIDED TO DEPOSITOR BY THE SECURITIES ADMINISTRATOR

Re:	Citigroup HELOC Trust 2006-NCB1 Notes, Series 2006-NCB1

The Securities Administrator of the Trust, hereby certifies to Citigroup Mortgage Loan Trust Inc. (the “Depositor”), and its officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification, that:

1. The Securities Administrator has reviewed the annual report on Form 10-K for the fiscal year [___], and all reports on Form 10-D required to be filed in respect of the period covered by such Form 10-K of the Depositor relating to the above-referenced trust (the “Exchange Act periodic reports”);

2. Based on the Securities Administrator’s knowledge, the information in the distribution reports prepared by the Securities Administrator, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the last day of the period covered by that annual report; and

3. The information provided by the Securities Administrator pursuant to Sections 6.16 and 7.04 of the Indenture (solely with respect to information about or calculated by the Securities Administrator) does not contain any untrue statement of material fact.

4. Based on the Securities Administrator’s knowledge, the distribution information required to be provided by the Securities Administrator under the Indenture is included in the Exchange Act periodic reports.

Capitalized terms used but not defined herein have the meanings ascribed to them in the Indenture, dated as of May 23, 2006 (the “Indenture”), among Citigroup HELOC Trust 2006-NCB1, a Delaware statutory trust, as Issuer, U.S. Bank National Association, as Indenture Trustee and Citibank, N.A., as Securities Administrator and Authenticating Agent.

CITIBANK, N.A., as Securities Administrator

By:
Name:
Title:
Date:

EXHIBIT I

COPY OF POLICY

FINANCIAL GUARANTY INSURANCE POLICY ENDORSEMENT

Attached to and forming part of Financial Guaranty Insurance Policy No. AB0995BE issued to:	Effective Date of Endorsement: May 23, 2006

U.S. Bank National Association, as Indenture Trustee for the Holders of Citigroup HELOC Trust 2006-NCB1 Class A Notes, Series 2006-NCB1 and the Holders of the Citigroup HELOC Trust 2006- NCB1 Class N Certificates, Series 2006-NCB1

For all purposes of the Policy, the following terms shall have the following meanings:

“Agreements” shall mean, for purposes of the Policy, the Indenture, the Servicing Agreement and the Trust Agreement.

“Available Funds” shall have the meaning assigned to such term in the Indenture.

“Business Day” shall have the meaning assigned to such term in the Indenture.

“Class A Notes” shall mean the Citigroup HELOC Trust 2006-NCB1 Notes, Series 2006-NCB1, Class 1A-1, Class 2A-1, Class 2A-2 and Class 2A-3, substantially in the form set forth in Exhibit A-1 to the Indenture.

“Class N Certificates” shall mean the Citigroup HELOC Trust 2006-NCB1 Certificates, Series 2006-NCB1, Class N, substantially in the form set forth in Exhibit A to the Trust Agreement.

“Deficiency Amount” means with respect to the Insured Securities and any Payment Date, an amount, if any, equal to the sum of (i) the aggregate amount by which the Monthly Interest Payable Amount payable to the Insured Securities for such Payment Date exceeds the Interest Remittance Amount available on such Payment Date to pay the Insured Securities; (ii) with respect to any Payment Date that is not the Final Insured Payment Date, the aggregate amount, if any, by which the aggregate Note Principal Balance of the Class A Notes and the Certificate Principal Balance of the Class N Certificates following the distribution of Available Funds and allocation of Realized Losses on that Payment Date exceeds the aggregate Principal Balance of the Mortgage Loans; and (iii) on the Final Insured Payment Date, the Note Principal Balance of the Class A Notes and the Certificate Principal Balance of the Class N Certificates (after giving effect to all distributions, other than proceeds of the Policy, to be made thereon on such Payment Date). Notwithstanding anything to the contrary contained herein, the aggregate Deficiency Amount in respect of principal described above which may be paid under the Policy shall not exceed the Maximum Insured Amount.

“Due for Payment” shall mean, (i) with respect to an Insured Amount, the Payment Date on which Insured Amounts are due and payable pursuant to the terms of the Indenture and (ii) with respect to a Preference Amount, the Business Day on which the documentation required by the Insurer has been received by the Insurer.

“Final Insured Payment Date” shall mean the earlier of (A) the Payment Date occurring in May 2036 and (B) the Payment Date on which an optional redemption to which the Insurer has consented occurs as described in Section 8.07 of the Indenture.

“First Payment Date” shall mean the Payment Date occurring in June 2006.

“Holder” shall mean the registered owner or beneficial owner of an Insured Security, but shall not include the Depositor, the Indenture Trustee, the Securities Administrator, the Seller, the Servicer, or any of their respective Affiliates (but not excluding Citigroup Global Markets Inc. or NatCity Investments, Inc., in either case as the owner of any of the Class A Notes, or National City Bank, as the owner of the Class N Certificates).

“Indenture” shall mean the Indenture between the Issuing Entity, Citibank, N.A., as securities administrator and authenticating agent and the Indenture Trustee, dated May 23, 2006, as such agreement may be amended, modified or supplemented from time to time.

“Indenture Trustee” shall mean U.S. Bank National Association or any successor-in-interest, in its capacity as Indenture Trustee under the Indenture, or if any successor trustee shall be appointed as provided therein, then “Indenture Trustee” shall also mean such successor trustee, subject to the provisions thereof.

“Insurance Agreement” shall mean the Insurance and Indemnity Agreement, dated as of May 23, 2006, among Citigroup Mortgage Loan Trust Inc., as Depositor, Citigroup Global Markets Realty Corp., as Sponsor and Seller, National City Bank, as Originator and Servicer, National City Mortgage Company, the Indenture Trustee, the Insurer and the Issuing Entity, as such agreement may be amended, modified or supplemented from time to time.

“Insured Amounts” shall mean, with respect to any Payment Date and the Insured Securities, the Deficiency Amount for such Payment Date.

“Insured Payments” shall mean, with respect to any Payment Date, the aggregate amount actually paid by the Insurer to the Indenture Trustee in respect of (i) Insured Amounts for a Payment Date and (ii) Preference Amounts for any given Business Day.

“Insured Securities” shall mean the Class A Notes and the Class N Certificates.

“Insurer” shall mean Ambac Assurance Corporation, or any successor thereto, as issuer of the Policy.

“Issuing Entity” shall mean Citigroup HELOC Trust 2006-NCB1.

“Late Payment Rate” shall mean for any Payment Date, the lesser of (i) the greater of (a) the rate of interest, as it is publicly announced by Citibank, N.A. at its principal office in New York, New York as its prime rate (any change in such prime rate of interest to be effective on the date such change is announced by Citibank, N.A.) plus 2% and (b) the then applicable highest rate of interest on the Insured Securities and (ii) the maximum rate permissible under applicable usury or similar laws limiting interest rates. The Late Payment Rate shall be computed on the basis of the actual number of days elapsed over a year of 360 days.

“Maximum Insured Amount” shall mean the sum of the following amounts: (i) in respect of principal relating to the Class A Notes, $1,022,287,000 and (ii) in respect of principal relating to the Class N Certificates, $200,000,000.

“Nonpayment” shall mean, with respect to any Payment Date, an Insured Amount is Due for Payment but has not been paid pursuant to the Indenture.

“Notice” shall mean the telephonic or telegraphic notice, promptly confirmed in writing by telecopy substantially in the form of Exhibit A to the Policy, the original of which is subsequently delivered by registered or certified mail, executed by the Indenture Trustee and the Securities Administrator and delivered by the Indenture Trustee specifying the Insured Amount or Preference Amount which shall be due and owing on the applicable Payment Date.

“Payment Date” shall mean the 15th day of each month, or if such day is not a Business Day, then the next succeeding Business Day, beginning with the First Payment Date.

“Policy” shall mean Financial Guaranty Insurance Policy No. AB0995BE together with each and every endorsement thereto.

“Preference Amount” shall mean any payment of principal or interest previously distributed to a Holder on an Insured Obligation, which would have been covered under the Policy as an Insured Amount, which has been deemed a preferential transfer and was previously recovered from its owner pursuant to the United States Bankruptcy Code in accordance with a final, non-appealable order of a court of competent jurisdiction.

“Premium” shall mean the amount payable to the Insurer on each Payment Date calculated at the Premium Percentage.

“Premium Percentage” shall have the meaning set forth in the Insurance Agreement.

“Reimbursement Amount” shall mean, as to any Payment Date, the sum of (x) (i) all Insured Payments paid by the Insurer, but for which the Insurer has not been reimbursed prior to such Payment Date pursuant to Section 8.09(a) of the Indenture, plus (ii) interest accrued on such Insured Payments not previously repaid, calculated at the Late Payment Rate from the date the Indenture Trustee received the related Insured Payments, and (y) without duplication (i) any amounts then due and owing to the Insurer under the Insurance Agreement, as certified to the Indenture Trustee by the Insurer plus (ii) interest on such amounts at the Late Payment Rate.

“Relief Act Shortfalls” shall mean interest shortfalls resulting from the application of the Servicemembers Civil Relief Act, as amended, or any similar state law.

“Servicing Agreement” shall mean the Servicing Agreement, dated as of March 1, 2006, by and between Citigroup Global Markets Realty Corp., as initial purchaser, and National City Bank, as seller, as amended pursuant to the Assignment, Assumption and Recognition Agreements, substantially in the form attached as Exhibit C to the Servicing Agreement, whereby the Servicing Agreement was assigned to the Indenture Trustee for the benefit of the Holders.

“Trust Agreement” shall mean the Amended and Restated Trust Agreement, dated as of May 23, 2006, among the Owner Trustee, the Depositor and the Securities Administrator.

Capitalized terms used herein as defined terms and not otherwise defined herein shall have the meaning assigned to them in the Insurance Agreement and the Agreements, without regard to any amendment or modification thereof, unless such amendment or modification has been approved in writing by the Insurer.

Notwithstanding any other provision of the Policy, the Insurer will pay any Insured Amount payable hereunder no later than 12:00 noon, New York City time, on the later of (i) the Payment Date on which the related Insured Amount is Due for Payment and (ii) the second Business Day following receipt in New York, New York on a Business Day by the Insurer of a Notice at the address and in the manner provided in Section 6.02 of the Insurance Agreement; provided that, if such Notice is received after 12:00 noon, New York City time, on such Business Day, it shall be deemed to be received on the following Business Day. If any such Notice is not in proper form or is otherwise insufficient for the purpose of making a claim under the Policy, it shall be deemed not to have been received for purposes of this paragraph, and the Insurer shall promptly so advise the Indenture Trustee and the Indenture Trustee may submit an amended or corrected Notice.

The Insurer will pay any Preference Amount when due to be paid pursuant to the Order (as defined below), but in any event no earlier than the third Business Day following receipt by the Insurer of (i) a certified copy of a final, non-appealable order of a court or other body exercising jurisdiction in such insolvency proceeding to the effect that the Indenture Trustee, or Holder, as applicable, is required to return such Preference Amount paid during the term of the Policy because such payments were avoided as a preferential transfer or otherwise rescinded or required to be restored by the Indenture Trustee or Holder (the “Order”), (ii) an opinion of counsel satisfactory to the Insurer stating that the Order has been entered and is final and is not subject to any stay, (iii) an assignment, in form and substance satisfactory to the Insurer, duly executed and delivered by the Indenture Trustee and Holder, irrevocably assigning to the Insurer all rights and claims of the Indenture Trustee and Holder relating to or arising under the Indenture against the estate of the Indenture Trustee or otherwise with respect to such Preference Amount, (iv) appropriate instruments in form satisfactory to the Insurer to effect the appointment of the Insurer as agent for the Indenture Trustee and Holder in any legal proceeding relating to such Preference Amount and (v) a Notice (in the form attached hereto as Exhibit A) appropriately completed and executed by the Indenture Trustee; provided, that if such documents are received after 12:00 noon, New York City time, on such Business Day, they will be deemed to be received on the following Business Day; provided, further, that the Insurer shall not be obligated to make any payment in respect of any Preference Amount representing a payment of principal on the Insured Securities prior to the time the Insurer would have been required to make a payment in respect of such principal pursuant to the first paragraph of the face of the Policy; provided, further, that any Preference Amount that constitutes interest will be limited to the amount of interest on the outstanding principal amount of the Insured Securities (calculated at the related Note Rate for the Class A Notes and the related Pass-Through Rate for the Class N Certificates, as applicable) accrued as of the last day of the applicable interest accrual period and will not, in any event, include interest on the Insured Securities accrued after such date or any interest on such interest amount. Such payment shall be disbursed to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Order, and not to the Holder or the Indenture Trustee directly, unless the Holder or the Indenture Trustee has made a payment of the Preference Amount to the court or such receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Order, in which case the Insurer will pay the Securities Administrator, on behalf of the Indenture Trustee, subject to the delivery of (a) the items referred to in clauses (i), (ii), (iii), (iv) and (v) above to the Insurer and (b) evidence satisfactory to the Insurer that payment has been made to such court or receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Order.

The Insurer shall be subrogated to the rights of each Holder to the extent of any payment by the Insurer under the Policy.

The Insurer hereby agrees that if it shall be subrogated to the rights of Holders by virtue of any payment under the Policy, no recovery of such payment will occur unless the full amount of the Holders’ allocable distributions for such Payment Date can be made. In so doing, the Insurer does not waive its rights to seek full payment of all Reimbursement Amounts owed to it under the Insurance Agreement and Agreements.

The Policy does not cover Net WAC Rate Carryover Amounts, Relief Act Shortfalls, default interest or interest shortfalls due to the partial or full prepayment of the Mortgage Loans, nor does the Policy guarantee to the Holders of the Insured Securities any particular rate of principal payment. In addition, the Policy does not cover shortfalls, if any, attributable to the liability of the Issuing Entity, the Indenture Trustee or any Holder for withholding taxes, if any, (including interest and penalties in respect of any liability for withholding taxes) or any risk other than Nonpayment, including the failure of the Securities Administrator, on behalf of the Indenture Trustee, to apply, disburse, transfer direct or make any payment required under the Indenture to the Holders or to any other party.

The terms and provisions of the Indenture constitute the instrument of assignment referred to in the second paragraph of the face of the Policy.

A premium will be payable on the Policy on each Payment Date as provided in Section 8.09(a)(I) of the Indenture, beginning with the First Payment Date, in an amount equal to the Premium. The premium on the policy is not refundable for any reason, including the lack of any payment under the policy or any other circumstances relating to the Insured Securities, or provision for the Insured Securities being paid prior to maturity other than in connection with any optional redemption as described herein.

THE POLICY IS NOT COVERED BY THE PROPERTY/CASUALTY INSURANCE SECURITY FUND SPECIFIED IN ARTICLE 76 OF THE NEW YORK INSURANCE LAWS.

The Policy to which this endorsement is attached and of which it forms a part is hereby amended to provide that there shall be no acceleration payment due under the Policy unless such acceleration is at the sole option of the Insurer.

Nothing herein contained shall be held to vary, alter, waive or extend any of the terms, conditions, provisions, agreements or limitations of the above mentioned Policy other than as above stated.

To the extent the provisions of this endorsement conflict with the provisions in the above-mentioned Policy, the provisions of this endorsement shall govern.

The Policy and the obligations of the Insurer thereunder will terminate without any action on the part of the Insurer or any other person on the date that is one year and one day following the earlier to occur of (i) the date on which all amounts required to be paid on the Insured Securities have been paid in full and (ii) the Final Insured Payment Date. Upon termination of the Policy, the Indenture Trustee shall deliver the original of the Policy to the Insurer.

No person other than the Indenture Trustee shall be entitled to present the Notice.

The Insurer’s obligation to make payment hereunder with respect to a particular Insured Amount or Preference Amount shall be discharged to the extent funds equal to the applicable Insured Amount or Preference Amount are received by the Securities Administrator on behalf of the Indenture Trustee on behalf of the Holders, whether or not such funds are properly applied by the Securities Administrator on behalf of the Indenture Trustee.

No waiver of any rights or powers of the Insurer, the Holders, the Securities Administrator or the Indenture Trustee or consent by any of them shall be valid unless signed by an authorized officer or agent thereof.

The Policy is issued under and pursuant to, and shall be construed in accordance with, the laws of the State of New York, without giving effect to the conflict of laws principles thereof.

IN WITNESS WHEREOF, Ambac Assurance Corporation has caused this endorsement to the Policy to be signed by its duly authorized officers




Assistant Secretary			Jeff Nabi Managing Director

EXHIBIT A

TO THE FINANCIAL GUARANTY INSURANCE POLICY

Policy No. [______]

NOTICE OF NONPAYMENT AND DEMAND

FOR PAYMENT OF INSURED AMOUNTS

Date: [ ]

Ambac Assurance Corporation

One State Street Plaza

New York, New York 10004

Attention: General Counsel

Reference is made to Financial Guaranty Insurance Policy No. [_____] (the “Policy”) issued by Ambac Assurance Corporation (“Ambac”). Terms capitalized herein and not otherwise defined shall have the meanings specified in the Policy and the Indenture, dated as of [____], 2006, between Citigroup HELOC Trust 2006-NCB1, as Issuing Entity, Citibank, N.A., as securities administrator and authenticating agent and U.S. Bank National Association, as Indenture Trustee, as the case may be, unless the context otherwise requires.

The Indenture Trustee hereby certifies as follows:

The Indenture Trustee is the Indenture Trustee under the Indenture for the Holders.

The relevant Payment Date is [date].

Payment on the Insured Securities in respect of the Payment Date is due to be received on _________________________ under the Indenture in an amount equal to $_________.

There is an [Insured Amount] [Preference Amount] of $______________ in respect of the Insured Securities, which amount is Due for Payment pursuant to the terms of the Indenture.

The Indenture Trustee has not heretofore made a demand for the Insured Amount in respect of the Payment Date.

The Indenture Trustee hereby requests the payment of the [Insured Amount] [Preference Amount] that is Due For Payment be made by Ambac under the Policy and directs that payment under the Policy be made to the following account by bank wire transfer of federal or other immediately available funds in accordance with the terms of the Policy to: ______________________________ (Securities Administrator’s account number)..

The Securities Administrator hereby agrees that, following receipt of the [Insured Amount] [Preference Amount] from the Insurer, it shall (a) hold such amounts in trust and apply the same directly to the distribution of payment on the Insured Securities when due; (b) not apply such funds for any other purpose; (c) deposit such funds to the Policy Payment Account and not commingle such funds with other funds held by Securities Administrator and (d) maintain an accurate record of such payments with respect to each Insured Security and the corresponding claim on the Policy and proceeds thereof.

ANY PERSON WHO KNOWINGLY AND WITH INTENT TO DEFRAUD ANY INSURANCE COMPANY OR OTHER PERSON FILES AN APPLICATION FOR INSURANCE OR STATEMENT OF CLAIM CONTAINING ANY MATERIALLY FALSE INFORMATION, OR CONCEALS FOR THE PURPOSE OF MISLEADING, INFORMATION CONCERNING ANY FACT MATERIAL THERETO, COMMITS A FRAUDULENT INSURANCE ACT, WHICH IS A CRIME AND SHALL ALSO BE SUBJECT TO A CIVIL PENALTY NOT TO EXCEED FIVE THOUSAND DOLLARS AND THE STATED VALUE OF THE CLAIM FOR EACH SUCH VIOLATION.




		By:

		Indenture Trustee




		Title:

		(Officer)




		By:

		Securities Administrator




		Title:

		(Officer)

APPENDIX A

DEFINITIONS

Accepted Servicing Practices: With respect to any HELOC, those loan servicing practices (including collection procedures) which, as of any particular date, follow the policies and procedures that Servicer applies to substantially similar HELOCs serviced for Servicer’s own account and for the accounts of Servicer’s Affiliates and which, in the Servicer’s opinion, follow the loan servicing practices of prudent lending institutions which service HELOCs of the same type as such HELOC in the jurisdiction where the related Mortgaged Property is located which shall be in compliance with all applicable laws and regulations and the terms of the HELOC Documents.

Accrual Period: With respect to the Notes and the Class N Certificates and each Payment Date, the period commencing on the preceding Payment Date (or in the case of the first such Accrual Period, commencing on the Closing Date) and ending on the day preceding the current Payment Date. With respect to the Class C Certificates and each Payment Date, the calendar month prior to the month of such Payment Date.

Additional Balance: With respect to the HELOCs and any date of determination, the aggregate amount of all Draws made following the Cut-off Date.

Additional Balance Advance Amount: As to any Payment Date, the sum of the following for each Collection Period during the Managed Amortization Period: the aggregate principal amount of all Additional Balances in respect of the HELOCs created during such Collection Period over the Basic Principal Payment Amount in respect of the HELOCs for the immediately following Payment Date.

Adjustment Date: With respect to each HELOC, the date set forth in the related Credit Line Agreement on which the Mortgage Interest Rate on such HELOC is adjusted in accordance with the terms of the related Credit Line Agreement.

Administration Agreement: The Administration Agreement, dated as of May 23, 2006 among the Issuer, the Securities Administrator and the Depositor.

Adjustment Date: As to each HELOC, each date set forth in the related Mortgage Note on which an adjustment to the interest rate on such HELOC becomes effective.

Adverse REMIC Event: As defined in Section 11.04(f) of the Indenture.

Affiliate: With respect to any Person, any other Person controlling, controlled by or under common control with such Person. For purposes of this definition, “control” means the power to direct the management and policies of a Person, directly or indirectly, whether through ownership of voting securities, by contract or otherwise and “controlling” and “controlled” shall have meanings correlative to the foregoing.

Aggregate Class N Covered Note Insurer Principal Reimbursement Amount: For any Payment Date is an amount equal to the sum of:

(I) the aggregate, for the current Payment Date and for each prior Payment Date, of the following amount calculated for each such Payment Date: the excess, if any, of (A) the amount of Class N Net Monthly Excess Cashflow that would have existed for such Payment Date if calculated without regard to any amount paid or reimbursed to the note insurer for reimbursement of claims in respect of principal paid under the policy, exclusive of any interest thereon owing to the note insurer, pursuant to clause II(C)(i) of Section 8.09 of the Indenture over (B) the amount of Class N Net Monthly Excess Cashflow that actually existed for such Payment Date, and

(II) the cumulative aggregate of all amounts described in clause (I)(A)(z) of the definition of Usable Class N Net Monthly Excess Cashflow paid from Usable Class N Net Monthly Excess Cashflow on all prior Payment Dates.

Aggregate Outstanding Balance: As of any date of determination, the aggregate outstanding principal balance of the Notes and Class N Certificates.

Allocated Realized Loss Amount: With respect to any Payment Date and the Class M Notes, the sum of (i) any Realized Losses allocated to such Class of Notes or Certificates on the immediately preceding Payment Date pursuant to Section 8.10 of the Indenture and (ii) the amount of any Allocated Realized Loss Amounts remaining unpaid from such previous Payment Date and (iii) reduced by the amount of any Subsequent Recoveries added to the Note Balance of the Class M Notes.

Amortization Period: With respect to any HELOC, the period of time subsequent to the Draw Period during which the borrower is obligated to make Minimum Monthly Payments equal to interest accrued on the Unallocated Principal Balance plus an amount sufficient to amortize the unpaid Unallocated Principal Balance of the HELOC over its remaining term as provided in the related Credit Line Agreement.

Appraised Value: The value set forth in an appraisal or AVM made in connection with the origination of the related HELOC as the value of the related Mortgaged Property.

Assessment of Compliance: With respect to the Securities Administrator, as defined in Section 6.17 of the Indenture.

Attestation Report: With respect to the Securities Administrator, as defined in Section 6.17 of the Indenture.

Assignment of Mortgage: With respect to each HELOC, an individual assignment of the Mortgage, notice of transfer or equivalent instrument in recordable form, sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to give record notice of the sale of the Mortgage to the Purchaser.

Authenticating Agent: Citibank, N.A. in its capacity as Authenticating Agent, or any successor to Citibank, N.A. in such capacity.

Authorized Officer: With respect to the Issuer, any officer of the Owner Trustee, or the Depositor who is authorized to act on behalf of the Issuer or for the Owner Trustee or the Depositor in matters relating to the Issuer, and in the case of the Owner Trustee, is identified on the list of Authorized Officers delivered by the Owner Trustee to the Indenture Trustee and Securities Administrator on the Closing Date (as such list may be modified or supplemented from time to time thereafter).

Available Funds: With respect to any Payment Date, (A) the sum of the following amounts with respect to the HELOCs: (i) the aggregate amount of Monthly Payments on the HELOCs received by the Servicer during the related Collection Period and (ii) unscheduled collections in respect of the HELOCs received by the Servicer during the related Collection Period, including Principal Prepayments, Insurance Proceeds, Net Liquidation Proceeds, Subsequent Recoveries, proceeds from repurchases of and substitutions for HELOCs occurring during the related Collection Period and proceeds of any Optional Redemption effected by the Servicer as described in the Indenture, minus (B) (x) in the case of each Collection Period during the Managed Amortization Period, that portion of the Principal Remittance Amount collected and used by the trust to acquire Additional Balances on the HELOCs or (y) in the case of each Collection Period after the Managed Amortization Period, any RAP Draw Repayment Amount payable to the Servicer or an Affiliate, and minus (C) the Servicing Fees for the related Collection Period retained by the Servicer.

Bankruptcy Code: The United States Bankruptcy Code, as amended, as codified in 11 U.S.C. §§ 101-1330.

Bankruptcy Loss: With respect to any HELOC, any Deficient Valuation or Debt Service Reduction related to such HELOC as reported by the Servicer.

Base Rate: For any Payment Date and the Class A Notes, the Class M Notes and the Class N Certificates and an Accrual Period, the sum of (i) One-Month LIBOR as of the related Interest Determination Date calculated as described in the Indenture plus (ii) the related Note Margin for such Payment Date.

Basic Principal Payment Amount: With respect to any Payment Date, an amount equal to sum of the Group 1 Basic Principal Payment Amount and the Group 2 Basic Principal Payment Amount for such payment date.

Basic Documents: The Trust Agreement, the Certificate of Trust, the Indenture, the Servicing Agreement, the Administration Agreement, the HELOC Purchase Agreement, the Custodial Agreement and the other documents and certificates delivered in connection with any of the above.

Beneficial Owner: With respect to any Note or Certificate, the Person who is the beneficial owner of such Note or Certificate as reflected on the books of the Depository or on the books of a Person maintaining an account with such Depository (directly as a Depository Participant or indirectly through a Depository Participant, in accordance with the rules of such Depository).

Book-Entry Notes: Beneficial interests in the Notes ownership and transfers of which shall be made through book entries by the Depository as described in Section 4.06 of the Indenture.

Billing Cycle: With respect to any HELOC and Due Date, the billing cycle specified in the related Credit Line Agreement.

Business Day: Any day other than a Saturday, a Sunday or a day on which banking or savings and loan institutions in the State of New York, the State of Ohio, the State of California, the State of Maryland, the State of Minnesota or in the city in which the Corporate Trust Office of the Trustee or the Corporate Trust Office of the Securities Administrator is located are authorized or obligated by law or executive order to be closed.

Certificate of Trust: The Certificate of Trust filed for the Trust pursuant to Section 3810(a) of the Statutory Trust Statute.

Certificate Paying Agent: The Securities Administrator, in its capacity as certificate paying agent under the Trust Agreement, or any successor to the Securities Administrator in such capacity.

Certificate Distribution Account: The account or accounts created and maintained pursuant to Section 3.10 of the Trust Agreement. The Certificate Distribution Account shall be an Eligible Account.

Certificateholder: The registered holder of any Certificate as recorded on the books of the Certificate Registrar except that, solely for the purposes of taking any action or giving any consent pursuant to this Agreement, any Certificate registered in the name of the Depositor, the Servicer or the Indenture Trustee or any Affiliate thereof shall be deemed not to be outstanding in determining whether the requisite percentage necessary to effect any such consent has been obtained, except that, in determining whether the Indenture Trustee shall be protected in relying upon any such consent, only Certificates which a Responsible Officer of the Indenture Trustee actually knows to be so held shall be disregarded. The Indenture Trustee may request and conclusively rely on certifications by the Depositor in determining whether any Certificates are registered to an Affiliate of the Depositor.

Certificate Percentage Interest: With respect to a Certificate and any date of determination, the percentage interest as stated on the face of such Certificate, which percentage shall as provided in Section 3.02 of the Trust Agreement at all times equal 100%.

Certificate Principal Balance: With respect to the Class N Certificates and any Payment Date, the Additional Balance Advance Amount for such Payment Date reduced by the sum of all amounts actually distributed in respect of principal of such Class on all previous Payment Dates. With respect to the Class C Certificates as of any date of determination, an amount equal to the excess, if any, of (A) the then aggregate Uncertificated Principal Balance of the REMIC 2 Regular Interests over (B) the then aggregate Note Balance of the Notes then outstanding.

Certificate Register: The register maintained by the Certificate Registrar in which the Certificate Registrar shall provide for the registration of the Certificate and of transfers and exchanges of the Certificate.

Certificate Registrar: Initially, the Securities Administrator, in its capacity as Certificate Registrar, or any successor to the Securities Administrator in such capacity pursuant to the Trust Agreement.

Certificates: The Class C Certificates, Class N Certificates and Class R Certificates, collectively.

Class: All Notes and Certificates bearing the same class designation.

Class C Certificates: The Class C Certificates, substantially in the form attached as Exhibit A to the Trust Agreement.

Class N Certificates: The Class N Certificates, substantially in the form attached as Exhibit A to the Trust Agreement.

Class N Net Monthly Excess Cashflow: With respect to any Payment Date, an amount equal to the excess, if any, of (1) the amount equal to the excess, if any, of the Net WAC Rate for the Class N Certificates for such Payment Date over the Pass-Through Rate for the Class N Certificates on such Payment Date accrued for the related Accrual Period on the Certificate Principal Balance of the Class N Certificates immediately prior to such Payment Date

over (2) an amount equal to the excess, if any, of

(A) an amount equal to the weighted average of the Expense Adjusted Net Loan Rates of the HELOCs as of the first day of the related Collection Period accrued for 30 days on the Pool Balance as of the first day of the related Collection Period over

(B) the excess, if any, of (x) the Interest Remittance Amount for such Payment Date over (y) any amounts owing to the Insurer on such Payment Date for reimbursement of claims paid under the Policy, or otherwise owing to the Insurer under the Insurance Agreement, in each case with interest thereon.

Class R Certificates: The Class R Certificates, substantially in the form attached as Exhibit A to the Trust Agreement.

Class A Notes: The Class 1A-1, Class 2A-1, Class 2A-2 and Class 2A-3 Notes, each substantially in the form attached as Exhibit A-1 to the Indenture.

Class 2A Notes: The Class 2A-1, Class 2A-2 and Class 2A-3 Notes, collectively.

Class M Notes: The Class M Notes, substantially in the form attached as Exhibit A-2 to the Indenture.

Closing Date: May 23, 2006.

Code: The Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder.

Collateral: The meaning specified in the Granting Clause of the Indenture.

Custodial Account: The trust account or accounts created and maintained pursuant to Section 11.04 of the Servicing Agreement. The Custodial Account shall be an Eligible Account.

Collection Period: With respect to any Payment Date and HELOC, the calendar month immediately preceding such Payment Date.

Combined Loan-to-Value Ratio or CLTV: With respect to any second lien HELOC, the sum of the Credit Limit of such HELOC and the outstanding principal balance of any related First Lien, divided by the lesser of the Appraised Value of the Mortgaged Property as of the origination date or the purchase price of the Mortgaged Property.

Commission: The Securities and Exchange Commission.

Corporate Trust Office: With respect to the Indenture Trustee, the principal corporate trust office of the Indenture Trustee at which at any particular time its corporate trust business shall be administered, which office at the date of the execution of the Basic Documents is located at U.S. Bank Corporate Trust Services, One Federal Street, 3rd Floor, Boston, MA 02110. With respect to the Owner Trustee, the principal corporate trust office of the Owner Trustee at which at any particular time its corporate trust business shall be administered, which office at the date of the execution of the Trust Agreement is located at Wilmington Trust Company, Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19801, Attention: Citigroup HELOC Trust 2006-NCB1. With respect to the Securities Administrator and the Authenticating Agent, the principal corporate trust office of the Securities Administrator and Authenticating Agent, which office at the date of the execution of the Basic Documents is located at Citibank, N.A., as Securities Administrator or as Authenticating Agent, as the case may be, 388 Greenwich Street, 14th Floor, New York, New York 10013, or at such other address as Securities Administrator and the Authenticating Agent may designate from time to time by notice to the Noteholders, the Certificateholder, the Depositor, the Issuer, the Servicer and the Indenture Trustee.

Corresponding Note: With respect to each REMIC 1 Regular Interest set forth below, the corresponding Regular Certificate set forth in the table below:

REMIC 1 Regular Interest	Regular Note
LT1A1	Class 1A-1
LT2A1	Class 2A-1
LT2A2	Class 2A-2
LT2A3	Class 2A-3
LTM	Class M

Converted HELOC: Each Convertible HELOC, the Loan Rate with respect to all or a portion of which, has been converted at the election of the Mortgagor from an adjustable Loan Rate to a fixed Loan Rate.

Convertible HELOC: A HELOC that by its terms and subject to certain conditions contained in the related Mortgage or Credit Line Agreement allows the Mortgagor to convert the adjustable Loan Rate on such HELOC to a fixed Loan Rate.

Credit Limit: With respect to any HELOC, the maximum dollar amount of Draws permitted under the terms of the related Credit Line Agreement.

Credit Limit Utilization Rate As to any HELOC, the percentage equivalent of a fraction the numerator of which is the Principal Balance of such HELOC as of the Cut-Off Date and the denominator of which is the related Credit Limit.

Credit Line Agreement: With respect to any HELOC, the related home equity line of credit agreement or promissory note executed by the related Mortgagor and any amendment or modification thereof.

Credit Score: The credit score for each HELOC shall be the credit scores as provided in Originator’s Underwriting Standards obtained at origination or such other time by the Seller. When there is more than one applicant, the lowest of the applicants’ Credit Scores will be used. There is only one (1) score for any loan regardless of the number of borrowers and/or applicants. The minimum Credit Score for each HELOC will be in accordance with the Seller’s Underwriting Standards.

Custodial Agreement: The mortgage document custodial agreement, dated as of May 23, 2006, among the Depositor, the Indenture Trustee and the Custodian, relating to the Citigroup HELOC Trust 2006-NCB1 Notes, Series 2006-NCB1.

Custodian: National City Bank, and its successors and assigns.

Cut-off Date: With respect to the HELOCs, May 1, 2006.

Cut-off Date Balance: $1,038,910,845.

Debt Service Reduction: Any reduction of the Scheduled Payments which a Mortgagor is obligated to pay with respect to a HELOC as a result of any proceeding under the Bankruptcy Code or any other similar state law or other proceeding.

Default: Any occurrence which is or, with notice or the lapse of time or both, would become an Event of Default.

Deficiency Amount means, with respect to the Insured Securities and any Payment Date, an amount, if any, equal to the sum of:

(i) the aggregate amount by which the Monthly Interest Payable Amount and any Unpaid Interest Shortfall Amount payable to the Class A Notes and Class N Certificates for such Payment Date exceeds the Interest Remittance Amount available on such Payment Date to pay the Class A Notes and Class N Certificates;

(ii) with respect to any Payment Date that is not the Final Insured Payment Date, the aggregate amount, if any, by which the aggregate Note Principal Balance of the Class A Notes and the Certificate Principal Balance of the Class N Certificates for such Payment Date exceeds the aggregate Principal Balance of the Mortgage Loans (after giving effect to all distributions, other than proceeds of the Policy, to be made thereon on such Payment Date); and

(iii) on the Final Insured Payment Date, the Note Principal Balance of Class A Notes and the Certificate Principal Balance of the Class N Certificates (after giving effect to all distributions, other than proceeds of the Policy, to be made thereon on such Payment Date).

Deficient Valuation: With respect to any HELOC, a valuation of the Mortgaged Property by a court of competent jurisdiction in an amount less than the then outstanding indebtedness under the HELOC, which valuation results from a proceeding initiated under the Bankruptcy Code or any other similar state law or other proceeding.

Definitive Notes: The meaning specified in Section 4.08 of the Indenture.

Deleted HELOC: A HELOC replaced or to be replaced with a Substitute HELOC.

Delinquent: A HELOC is “delinquent” if any payment due thereon is not made by the close of business on the day such payment is scheduled to be due. A HELOC is “30 days delinquent” if such payment has not been received by the close of business on the corresponding day of the month immediately succeeding the month in which such payment was due, or, if there is no such corresponding day (e.g., as when a 30-day month follows a 31-day month in which a payment was due on the 31st day of such month) then on the last day of such immediately succeeding month. Similarly for “60 days delinquent,” “90 days delinquent” and so on.

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

Depository: The Depository Trust Company, the nominee of which is Cede & Co., or any successor thereto.

Depository Participant: A Person for whom, from time to time, the Depository effects book-entry transfers and pledges of securities deposited with the Depository.

Designated Depository Institution: A depository institution (commercial bank, federal savings bank, mutual savings bank or savings and loan association) or trust company (which may include the Indenture Trustee), the deposits of which are fully insured by the FDIC to the extent provided by law.

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 the Trust, other than through an Independent Contractor; provided, however, that the Indenture Trustee (or the Servicer on behalf of the Indenture Trustee) shall not be considered to Directly Operate an REO Property solely because the Indenture Trustee (or the Servicer on behalf of the Indenture 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.

Draw: With respect to any HELOC, a borrowing by the Mortgagor as permitted under the related Credit Line Agreement.

Draw Period: With respect to each HELOC, the period commencing after the date of origination of such HELOC, during which the related Mortgagor is permitted to make Draws. A Draw Period shall be ten (10) years; provided that, with respect to any HELOC which is secured by a Mortgaged Property which is located in the State of Connecticut shall be 9 years and 10 months.

Due Date: With respect to each Distribution Date, the day of the calendar month on which the Minimum Monthly Payment is due on a HELOC, exclusive of any days of grace.

DTC Letter of Representations: As defined in the preamble to the Administration Agreement.

Eligible Account: An account that is any of the following: (i) maintained with a depository institution the short-term debt obligations of which have been rated by each Rating Agency in its highest rating category available, or (ii) an account or accounts in a depository institution in which such accounts are fully insured to the limits established by the FDIC, provided that any deposits not so insured shall, to the extent acceptable to each Rating Agency, as evidenced in writing, be maintained such that (as evidenced by an Opinion of Counsel delivered to the Indenture Trustee and each Rating Agency) the Indenture Trustee have a claim with respect to the funds in such account or a perfected first priority security interest against any collateral (which shall be limited to Permitted Investments) securing such funds that is superior to claims of any other depositors or creditors of the depository institution with which such account is maintained, or (iii) in the case of a Trust Account, a trust account or accounts maintained in the corporate trust division of the Securities Administrator, or (iv) an account or accounts of a depository institution acceptable to each Rating Agency (as evidenced in writing by each Rating Agency that use of any such account as the Custodial Account or the Payment Account will not reduce the rating assigned to any of the Notes by such Rating Agency as of the Closing Date by such Rating Agency).

Equity: With respect to any second lien HELOC, the Appraised Value, less the unpaid principal balance of the related First Lien.

Equity Loan-to-Value: With respect to any second lien HELOC, the original principal balance of such HELOC, divided by the Equity.

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

Escrow Payments: All collections from the Mortgagors (or related advances from Sub-Servicers) for the payment of ground rents, taxes, assessments, fire and hazard insurance premiums, primary mortgage insurance policy premiums, water charges, sewer rents and comparable items for the account of the Mortgagors.

Event of Default: With respect to the Indenture, any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

(i) the failure by the Issuer to pay, by the Final Stated Maturity Date, all interest accrued on the Notes and the Note Balance of the Notes; or

(ii) there occurs a default in the observance or performance of any covenant or agreement of the Issuer made in the Indenture, or any representation or warranty of the Issuer made in the Indenture or in any certificate or other writing delivered pursuant hereto or in connection herewith proving to have been incorrect in any material respect as of the time when the same shall have been made, and such default shall continue or not be cured, or the circumstance or condition in respect of which such representation or warranty was incorrect shall not have been eliminated or otherwise cured, for a period of 30 days after there shall have been given, by registered or certified mail, to the Issuer by the Indenture Trustee, the Insurer or to the Issuer and the Indenture Trustee by the Holders of at least 25% of the Aggregate Outstanding Balance, a written notice specifying such default or incorrect representation or warranty and requiring it to be remedied and stating that such notice is a notice of default hereunder; or

(iii) any representation or warranty made by the Issuer in the Indenture or in any offered note or other writing delivered pursuant thereto having been incorrect in a material respect as of the time made, and the circumstance in respect of which such representation or warranty is incorrect not having been cured within thirty days after notice thereof is given to the issuer by the Indenture Trustee, the Insurer (so long as any Insured Securities are outstanding or any amounts are due and owing to the Insurer and an Insurer Default has not occurred and in continuing) or by the holders of at least 25% of the aggregate Note Principal Balance of the Notes and Certificate Principal Balance of the Certificates, as applicable;

(iv) there occurs the filing of a decree or order for relief by a court having jurisdiction in the premises in respect of the Issuer or any substantial part of the Trust Estate in an involuntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuer or for any substantial part of the Trust Estate, or ordering the winding-up or liquidation of the Issuer’s affairs, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or

(v) there occurs the commencement by the Issuer of a voluntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or the consent by the Issuer to the entry of an order for relief in an involuntary case under any such law, or the consent by the Issuer to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuer or for any substantial part of the assets of the Trust Estate, or the making by the Issuer of any general assignment for the benefit of creditors, or the failure by the Issuer generally to pay its debts as such debts become due, or the taking of any action by the Issuer in furtherance of any of the foregoing.

Event of Servicer Termination: The occurrence of an event, as defined in the Servicing Agreement permitting termination or removal of the Servicer thereunder as servicer of the related HELOCs.

Exchange Act: The Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

Expense Adjusted Net Loan Rate: For any HELOC and any Accrual Period, a per annum rate equal to the applicable Loan Rate for such HELOC as of the first day of the month preceding the month in which the related Payment Date occurs minus the Servicing Fee Rate.

Expense Adjusted Maximum Net Loan Rate: For any HELOC and any Accrual Period, a per annum rate equal to the applicable Maximum Loan Rate for such HELOC as of the first day of the month preceding the month in which the related Payment Date occurs minus the Servicing Fee Rate.

Expenses: The meaning specified in Section 7.02 of the Trust Agreement.

Extraordinary Trust Expenses: With respect to any Payment Date, amounts payable or reimbursable to the Indenture Trustee, any Custodian, the Securities Administrator, the Owner Trustee, the Servicer or the Depositor, pursuant to Section 8.09 (a) (I) of the Indenture.

Extra Principal Payment Amount: With respect to any Payment Date, the lesser of (x) the General Net Monthly Excess Cashflow and Usable Class N Net Monthly Excess Cashflow for such Payment Date and (y) the sum of (A) the Overcollateralization Deficiency Amount for such Payment Date and (B) any amount owing to the Insurer for reimbursement of claims paid under the Policy, or otherwise owing to the Insurer under the Insurance Agreement, in each case with interest thereon at the rate set forth in the Insurance Agreement, to the extent not paid or reimbursed as described in Section 8.09(a)(II)(ii) of the Indenture.

Fannie Mae: Fannie Mae (formerly, the Federal National Mortgage Association), or any successor thereto.

FDIC: The Federal Deposit Insurance Corporation or any successor thereto.

FEMA: The Federal Emergency Management Agency or any successor thereto.

Final Certification: The final certification delivered by the Custodian pursuant to Section 3(c) of the Custodial Agreement in the form attached thereto as Exhibit A-3.

Final Insured Payment Date: means is the earlier of (A) the Payment Date in May 2036 and (B) the Payment Date on which an Optional Redemption to which the Insurer has consented occurs as described in Section 8.07 of the Indenture.

Final Recovery Determination: With respect to any Defaulted HELOC or any REO Property (other than a HELOC or REO Property purchased by the Seller pursuant to this Agreement), a determination made by the Seller that all Insurance Proceeds, Liquidation Proceeds and other payments or recoveries which the Servicer, in its reasonable good faith judgment, expects to be finally recoverable in respect thereof have been so recovered.

First Lien: With respect to any second lien HELOC, the HELOC relating to the corresponding Mortgaged Property having a first priority lien.

Flood Zone Service Contract: A transferable contract maintained for the Mortgaged Property with a nationally recognized flood zone service provider for the purpose of obtaining the current flood zone status relating to such Mortgaged Property.

Final Stated Maturity Date: The Payment Date in May 2036 whereby the Holders of each Class of Notes shall be entitled to receive a payment of principal in an amount equal to the Note Balance of such Class of Notes and any accrued and unpaid interest thereon.

Freddie Mac: Freddie Mac (formerly, the Federal Home Loan Mortgage Corporation), or any successor thereto.

Formula Rate: For the Class A Notes, Class N Certificates or Class M Notes and any Accrual Period, a per annum rate equal to the lesser of (a) the Base Rate for such Class and such Accrual Period and (b) the related Maximum Cap Rate for such Class for such Accrual Period.

GAAP: Generally accepted accounting principles as in effect in the United States of America, consistently applied.

General Net Monthly Excess Cashflow: With respect to any Payment Date, an amount equal to the Net Monthly Excess Cashflow for such Payment Date minus the Class N Net Monthly Excess Cashflow for such Payment Date.

Grant: Pledge, bargain, sell, warrant, alienate, remise, release, convey, assign, transfer, create, and grant a lien upon and a security interest in and right of set-off against, deposit, set over and confirm pursuant to the Indenture. A Grant of the Collateral or of any other agreement or instrument shall include all rights, powers and options (but none of the obligations) of the granting party thereunder, including the immediate and continuing right to claim for, collect, receive and give receipt for principal and interest payments in respect of such collateral or other agreement or instrument and all other moneys payable thereunder, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring proceedings in the name of the granting party or otherwise, and generally to do and receive anything that the granting party is or may be entitled to do or receive thereunder or with respect thereto.

Group 1 Allocation Percentage: For any Payment Date, the percentage equivalent of a fraction, the numerator of which is (i) the Group 1 Principal Remittance Amount for such Payment Date, and the denominator of which is (ii) the Principal Remittance Amount for such Payment Date

Group 2 Allocation Percentage: For any Payment Date, the percentage equivalent of a fraction, the numerator of which is (i) the Group 2 Principal Remittance Amount for such Payment Date, and the denominator of which is (ii) the Principal Remittance Amount for such Payment Date

Group 1 Basic Principal Payment Amount: With respect to any Payment Date, an amount equal to the excess of (i) the Group 1 Principal Remittance Amount for such payment date over (ii) the sum of (A) the Group 1 Allocation Percentage of the Overcollateralization Release Amount, if any, for such Payment Date and (B) if the related Collection Period is during the Managed Amortization Period, the Group 1 Allocation Percentage of the Principal Collections on the HELOCs received during the related Collection Period that were used to fund additional Draws on the HELOCs during such Collection Period.

Group 2 Basic Principal Payment Amount: With respect to any Payment Date, an amount equal to the excess of (i) the Group 2 Principal Remittance Amount for such payment date over (ii) the sum of (A) the Group 2 Allocation Percentage of the Overcollateralization Release Amount, if any, for such Payment Date and (B) if the related Collection Period is during the Managed Amortization Period, the Group 2 Allocation Percentage of the Principal Collections on the HELOCs received during the related Collection Period that were used to fund additional Draws on the HELOCs during such Collection Period.

Group 1 Interest Remittance Amount: For any Payment Date, that portion of clause (A) of the definition of Available Funds for such Payment Date attributable to interest received on the Group 1 Loans during the related Collection Period minus the sum of (A) the Insurer Premium payable to the Insurer in respect of the Class 1A-1 Notes and the Group 1 Allocation Percentage of the Insurer Premium payable to the Insurer in respect of the Class N certificates, (B) accrued Servicing Fees related to the Group 1 Loans and retained by the Servicer, (C) in the case of any Payment Date after the Managed Amortization Period, the interest portion of any RAP Draw Repayment Amount for such Payment Date to the extent attributable to the Group 1 Loans and (D) any Extraordinary Trust Expenses (to the extent not in excess of $250,000 minus the amount of such Extraordinary Trust Expenses allocable to the Group 1 Loans) allocable to the Group 1 Loans (or if not attributable to any one group of HELOCs, then the Group 1 Allocation Percentage of such Extraordinary Trust Fund Expense) payable or reimbursable to the Indenture Trustee, any Custodian, the Securities Administrator, the Owner Trustee, the Servicer or the Depositor, to the extent such Extraordinary Trust Expenses exceed the Group 1 Basic Principal Payment Amount (assuming for this purpose only that the Group 1 Basic Principal Payment Amount is calculated without regard to any extraordinary trust expenses).

Group 2 Interest Remittance Amount: For any Payment Date, that portion of clause (A) of the definition of Available Funds for such Payment Date attributable to interest received on the Group 2 Loans during the related Collection Period minus the sum of (A) the Insurer Premium payable to the Insurer in respect of the Class 2A Notes and the Group 2 Allocation Percentage of the Insurer Premium payable to the Insurer in respect of the Class N certificates, (B) accrued Servicing Fees related to the Group 2 Loans and retained by the Servicer, (C) in the case of any Payment Date after the Managed Amortization Period, the interest portion of any RAP Draw Repayment Amount for such Payment Date to the extent attributable to the Group 2 Loans and (D) any Extraordinary Trust Expenses (to the extent not in excess of an annual limit as described herein) allocable to the Group 2 Loans (or if not attributable to any one group of HELOCs, then the Group 2 Allocation Percentage of such Extraordinary Trust Fund Expense) payable or reimbursable to the Indenture Trustee, any Custodian, the Securities Administrator, the Owner Trustee, the Servicer or the Depositor, to the extent such Extraordinary Trust Expenses exceed the Group 2 Basic Principal Payment Amount (assuming for this purpose only that the Group 2 Basic Principal Payment Amount is calculated without regard to any extraordinary trust expenses).

Group 1 Loans: A HELOC included in the Trust Estate and identified on the Loan Schedule as included loan group 1.

Group 2 Loans: A HELOC included in the Trust Estate and identified on the Loan Schedule as included loan group 2.

Group 1 Parity Amount: With respect to any Payment Date, the lesser of (i) the aggregate amount, if any, by which the sum of the Note Principal Balance of Class 1A-1 Notes and the Group 1 Allocation Percentage of the Certificate Principal Balance of the Class N Certificates, in each case immediately prior to such Payment Date, exceeds the aggregate Principal Balance of the Group 1 Loans at the end of the related Collection Period and (ii) the aggregate amount, if any, by which the sum of the aggregate Note Principal Balance of the Class A Notes and the Certificate Principal Balance of the Class N Certificates, in each case immediately prior to such Payment Date, exceeds the aggregate Principal Balance of the HELOCs at the end of the related Collection Period.

Group 2 Parity Amount: With respect to any Payment Date, the lesser of (i) the aggregate amount, if any, by which the sum of the Note Principal Balance of Class 2A Notes and the Group 2 Allocation Percentage of the Certificate Principal Balance of the Class N Certificates, in each case immediately prior to such Payment Date, exceeds the aggregate Principal Balance of the Group 2 Loans at the end of the related Collection Period and (ii) the aggregate amount, if any, by which the sum of the aggregate Note Principal Balance of the Class A Notes and the Certificate Principal Balance of the Class N Certificates, in each case immediately prior to such Payment Date, exceeds the aggregate Principal Balance of the HELOCs at the end of the related Collection Period.

Group 1 Principal Payment Amount: With respect to any Payment Date is the sum of (i) the Group 1 Basic Principal Payment Amount for such Payment Date and (ii) the Group 1 Allocation Percentage of the Extra Principal Payment Amount for such Payment Date.

Group 2 Principal Payment Amount: With respect to any Payment Date is the sum of (i) the Group 2 Basic Principal Payment Amount for such Payment Date and (ii) the Group 2 Allocation Percentage of the Extra Principal Payment Amount for such Payment Date.

Group 1 Principal Remittance Amount: With respect to any Payment Date, an amount equal to (x) the sum of the following with respect to each Outstanding Group 1 Loan: the product of (1) the sum of (i) the scheduled payment of principal collected on such HELOC by the Servicer during the related Collection Period, (ii) the principal portion of all partial and full Principal Prepayments of such HELOC received by the Servicer during the related Collection Period, (iii) the principal portion of all related Net Liquidation Proceeds, Insurance Proceeds and Subsequent Recoveries received during the related Collection Period with respect to such HELOC, (iv) that portion of the applicable Loan Repurchase Price representing principal of any HELOC or portion thereof purchased or repurchased by the Seller or the Originator and received during the related Collection Period, (v) the principal portion of any Substitution Amounts received during the related Collection Period, and (2) 1 minus the Servicer Additional Balance Allocation Fraction for such HELOC and such Payment Date; plus

(y) on the payment date on which an Optional Redemption occurs, that portion of the Optional Redemption Price representing principal on the Group 1 Loans; minus

(z) any Extraordinary Trust Expenses (to the extent not in excess of $250,000 minus the amount of such Extraordinary Trust Expenses allocable to the Group 2 Loans) allocable to the Group 1 Loans (or if not attributable to any one group of HELOCs, then the Group 1 Allocation Percentage of such Extraordinary Trust Fund Expense) payable or reimbursable to the Indenture Trustee, any Custodian, the Securities Administrator, the Owner Trustee, the Servicer or the Depositor.

Group 2 Principal Remittance Amount: With respect to any Payment Date, an amount equal to (x) the sum of the following with respect to each Outstanding Group 2 Loan: the product of (1) the sum of (i) the scheduled payment of principal collected on such HELOC by the Servicer during the related Collection Period, (ii) the principal portion of all partial and full Principal Prepayments of such HELOC received by the Servicer during the related Collection Period, (iii) the principal portion of all related Net Liquidation Proceeds, Insurance Proceeds and Subsequent Recoveries received during the related Collection Period with respect to such HELOC, (iv) that portion of the applicable Loan Repurchase Price representing principal of any HELOC or portion thereof purchased or repurchased by the Seller or the Originator and received during the related Collection Period, (v) the principal portion of any Substitution Amounts received during the related Collection Period, and (2) 1 minus the Servicer Additional Balance Allocation Fraction for such HELOC and such Payment Date; plus

(y) on the payment date on which an Optional Redemption occurs, that portion of the Optional Redemption Price representing principal on the Group 2 Loans; minus

(z) any Extraordinary Trust Expenses (to the extent not in excess of $250,000 minus the amount of such Extraordinary Trust Expenses allocable to the Group 1 Loans) allocable to the Group 2 Loans (or if not attributable to any one group of HELOCs, then the Group 2 Allocation Percentage of such Extraordinary Trust Fund Expense) payable or reimbursable to the Indenture Trustee, any Custodian, the Securities Administrator, the Owner Trustee, the Servicer or the Depositor.

Gross Margin: With respect to any HELOC, the fixed percentage amount set forth in the related Credit Line Agreement and the Loan Schedule that is added to the Index on each Adjustment Date in accordance with the terms of the related Credit Line Agreement to determine the new Loan Rate for such HELOC.

HELOC: A HELOC transferred and assigned to the Indenture Trustee, as trustee for the benefit of the Noteholders, pursuant to Section 1.05 of the Servicing Agreement, as identified in the Loan Schedule, including any HELOC the property securing which has become an REO Property.

HELOC Purchase Agreement: The HELOC Purchase Agreement, dated May 23, 2006, among National City Bank, as originator, Citigroup Global Markets Realty Corp as seller and Citigroup Mortgage Loan Trust Inc., as purchaser, and all amendments thereof and supplements thereto.

HELOC Purchase Price: As defined in the HELOC Purchase Agreement.

Holder, or Securityholder: The registered holder of any Note or Certificate as recorded on the books of the Securities Administrator or the Certificate Registrar except that, solely for the purposes of taking any action or giving any consent pursuant to this Agreement, any Note or Certificate registered in the name of the Depositor, the Servicer or the Indenture Trustee or any Affiliate thereof shall be deemed not to be outstanding in determining whether the requisite percentage necessary to effect any such consent has been obtained, except that, in determining whether the Indenture Trustee shall be protected in relying upon any such consent, only Notes and Certificates which a Responsible Officer of the Indenture Trustee actually knows to be so held shall be disregarded. The Indenture Trustee may request and conclusively rely on certifications by the Depositor in determining whether any Notes or the Certificates are registered to an Affiliate of the Depositor.

Holder: Any Certificateholder or any Noteholder, as the context requires.

Indemnified Party: The meaning specified in Section 7.02 of the Trust Agreement.

Indenture: The indenture, dated as of May 23, 2006 Issuer, the Indenture Trustee, the Securities Administrator and the Authenticating Agent, relating to the Citigroup HELOC Trust 2006-NCB1 Mortgage-Backed Notes.

Indenture Trustee: U.S. Bank National Association, and its successors and assigns or any successor indenture trustee appointed pursuant to the terms of the Indenture.

Independent: When used with respect to any specified Person, the Person (i) is in fact independent of the Issuer, any other obligor on the Notes, the Seller, the Servicer, the Depositor and any Affiliate of any of the foregoing Persons, (ii) does not have any direct financial interest or any material indirect financial interest in the Issuer, any such other obligor, the Seller, the Servicer, the Depositor or any Affiliate of any of the foregoing Persons and (iii) is not connected with the Issuer, any such other obligor, the Seller, the Servicer, the Depositor or any Affiliate of any of the foregoing Persons as an officer, employee, promoter, underwriter, trustee, partner, director or person performing similar functions.

Independent Certificate: A certificate or opinion to be delivered to the Indenture Trustee under the circumstances described in, and otherwise complying with, the applicable requirements of Section 10.01 of the Indenture, made by an independent appraiser or other expert appointed by an Issuer Request and approved by the Indenture Trustee in the exercise of reasonable care, and such opinion or certificate shall state that the signer has read the definition of “Independent” in this Indenture and that the signer is Independent within the meaning thereof.

Independent Contractor: Either (i) any Person (other than the Servicer) that would be an “independent contractor” within the meaning of Section 856(d)(3) of the Code, so long as the Trust does not receive or derive any income from such Person and provided that the relationship between such Person and the Trust 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 Servicer), if the Securities Administrator has received an Opinion of Counsel for the benefit of the Indenture Trustee and the Securities 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 856(e) of the Code, or cause any income realized in respect of such REO Property to fail to qualify as Rents from Real Property.

Index: The index specified in the related Credit Line Agreement for calculation of the Loan Rate thereof.

Initial Certificate Principal Balance: With respect to the Class N Certificates, $0, and with respect to the Class C Certificates, $6,753,844.53.

Initial Certification: The initial certification delivered by the Custodian pursuant to Section 1(a) of the Custodial Agreement in the form attached thereto as Exhibit One.

Initial Holder: With respect to the Class C Certificates, Citigroup, or any successor in interest. With respect to the Class N Certificates, National City Bank, or any successor in interest. With respect to the Class R Certificates, Citigroup, or any successor in interest.

Initial Note Principal Balance: With respect to the Notes as follows:

Class 1A-1 $237,826,000

Class 2A-1 $548,391,000

Class 2A-2 $106,392,000

Class 2A-3 $129,678,000

Class M $ 9,870,000

Initial Notional Amount: With respect to the Class C Certificates, $1,038,844.53.

Insurance Agreement: The Insurance and Indemnity Agreement, dated as of May 23, 2006, among the Insurer, the Indenture Trustee, the Securities Administrator, the Servicer, the Originator, the Seller and the Depositor.

Insurance Proceeds: Amounts paid by the insurer under any standard hazard insurance policy, flood insurance policy or title insurance policy covering any HELOC or Mortgaged Property other than amounts required to be paid over to the Mortgagor pursuant to law or the related Mortgage Note or Security Instrument and other than amounts used to repair or restore the Mortgaged Property or to reimburse insured expenses.

Insured Amount: With respect to any Payment Date and the Insured Securities, the Deficiency Amount for such Payment Date.

Insured Payments: With respect to any Payment Date, the aggregate amount actually paid by the Insurer to the Securities Administrator in respect of (1) Insured Amounts for a Payment Date and (ii) Preference Amounts for any given Business Day.

Insured Securities: Each of the Class A Notes and the Class N Certificates.

Insurer: Ambac Assurance Corporation

Insurer Default: The existence and continuance of any of the following: (a) a failure by the Insurer to make a payment required under the Policy in accordance with its terms; or (b) the Insurer (i) files any petition or commences any case or proceeding under any provision or chapter of the Bankruptcy Code or any other similar federal or state law relating to insolvency, bankruptcy, rehabilitation, liquidation or reorganization, (ii) makes a general assignment for the benefit of its creditors, or (iii) has an order for relief entered against it under the Bankruptcy Code or any other similar federal or state law relating to insolvency, bankruptcy, rehabilitation, liquidation or reorganization which is final and nonappealable; or (c) a court of competent jurisdiction, the New York insurance department or other competent regulatory authority enters a final and nonappealable order, judgment or decree (i) appointing a custodian, trustee, agent or receiver for the Insurer or for all or any material portion of its property or (ii) authorizing the taking of possession by a custodian, trustee, agent or receiver of the Insurer (or the taking of possession of all or any material portion of the property of the Insurer).

Insurer Premium: The premium payable to the Insurer under the Policy with respect to the Class A Notes and the Class N Certificates.

Insurer Premium Rate: A rate, expressed as a per annum rate, at which the Insurer Premium is payable to the Insurer under the Policy.

Interest Determination Date: With respect to each Accrual Period, the second LIBOR Business Day preceding the commencement of such Accrual Period.

Interest Remittance Amount: With respect to any Payment Date, the sum of the Group 1 Interest Remittance Amount and the Group 2 Interest Remittance Amount.

Interim Certification: The interim certification delivered by the Custodian pursuant to Section 3(c) of the Custodial Agreement in the form attached thereto as Exhibit A-2.

Intervening Assignments: The original intervening assignments of the Mortgage, notices of transfer or equivalent instrument

Investment Company Act: The Investment Company Act of 1940, as amended, and any amendments thereto.

IRS: The Internal Revenue Service.

Issuer: Citigroup HELOC Trust 2006-NCB1, a Delaware statutory trust, or its successor in interest.

Issuer Request: A written order or request signed in the name of the Issuer by any one of its Authorized Officers and delivered to the Indenture Trustee.

Late Payment Rate: As defined in the Insurance Agreement.

LIBOR Business Day: A day on which banks are open for dealing in foreign currency and exchange in London and New York City.

Lien: Any mortgage, deed of trust, pledge, conveyance, hypothecation, assignment, participation, deposit arrangement, encumbrance, lien (statutory or other), preference, priority right or interest or other security agreement or preferential arrangement of any kind or nature whatsoever, including, without limitation, any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing and the filing of any financing statement under the UCC (other than any such financing statement filed for informational purposes only) or comparable law of any jurisdiction to evidence any of the foregoing.

Liquidated HELOC: With respect to any Payment Date, a defaulted HELOC that has been liquidated through deed-in-lieu of foreclosure, foreclosure sale, indenture trustee’s sale or other realization as provided by applicable law governing the real property subject to the related Mortgage and any security agreements and as to which the Servicer has certified in the related Prepayment Period that it has received all amounts it expects to receive in connection with such liquidation.

Liquidation Date: With respect to any Liquidated HELOC, the date on which the Servicer has certified that such HELOC has become a Liquidated HELOC.

Liquidation Proceeds: Cash received in connection with the liquidation of a defaulted HELOC, whether through the sale or assignment of such HELOC, trustee’s sale, foreclosure sale, payment in full, discounted payoff or otherwise, or the sale of the related Mortgaged Property if such Mortgaged Property is acquired in satisfaction of such HELOC, including any amounts remaining in the related Escrow Account.

Loan Repurchase Price: With respect to any HELOC, a price equal to (i) the Unallocated Principal Balance of such HELOC on the date of repurchase, plus (ii) interest on such Unallocated Principal Balance at the Loan Rate from and including the last Due Date through which interest has been paid by or on behalf of the Mortgagor to the date of repurchase, less amounts received in respect of such repurchased HELOC which are being held in the Custodial Account for distribution in connection with such HELOC, plus (iii) any unreimbursed servicing advances and any unpaid servicing fees allocable to such HELOC, plus (iv) any costs and expenses incurred by the Purchaser, the Servicer, the Securities Administrator, the Indenture Trustee or the Owner Trustee in respect of the breach or defect giving rise to the repurchase obligation including, without limitation, any costs and damages incurred by any such party in connection with any violation by any such HELOC of any predatory or abusive lending law.

Loan Rate: With respect to any HELOC and as of any day, the per annum rate of interest applicable under the related Credit Line Agreement to the calculation of interest for such day on the Unallocated Principal Balance of such HELOC.

Loan Schedule: The schedule attached to the Indenture as Schedule A, which shall identify each HELOC, as such schedule may be amended from time to time to reflect the addition of HELOCs (including the addition of any Qualifying Substitute HELOCs) to, or the deletion of HELOCs from, the Trust Estate. Such schedule shall set forth the following with respect to each HELOC, among other things:

1. the Mortgagor’s name;

2. the street address of the Mortgaged Property including the state and zip code;

3. a code indicating whether the Mortgaged Property is owner-occupied;

4. the type of residential property constituting the Mortgaged Property;

5. the original months to maturity or the remaining months to maturity from the Cut-off Date, in any case based on the original amortization schedule and, if different, the maturity expressed in the same manner but based on the actual amortization schedule;

6. with respect to each second lien HELOC, the Combined Loan-to-Value Ratio and the Equity Loan-to-Value Ratio, each at origination and as of the Cut-off Date;

7. the Loan Rate at origination and as of the Cut-off Date;

8. the origination date;

9. the paid through date;

10. the stated maturity date of the HELOC and of the First Lien;

11. the amount of the Minimum Monthly Payment as of the Cut-off Date;

12. the original principal amount and, if applicable, the principal balance of the related First Lien as of the date of origination of the HELOC;

13. the Principal Balance of the HELOC and, if applicable, the principal balance of the related First Lien as of the Cut-off Date;

14. a code indicating the purpose of the HELOC (i.e., purchase, rate and term refinance, equity take-out refinance);

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

16. the number of times during the twelve (12) month period preceding the Closing Date that any Minimum Monthly Payment has been received thirty (30) or more days after its Due Date;

17. the date on which the first payment is due;

18. a code indicating the Credit Score of the Mortgagor at the time of origination of the HELOC;

19. a code indicating the credit grade and specific loan/underwriting program of each HELOC as assigned by the Originator pursuant to its underwriting standards;

20. the first Adjustment Date and the Adjustment Date frequency;

21. the Gross Margin;

22. the Maximum Loan Rate under the terms of the Credit Line Agreement;

23. the Minimum Loan Rate under the terms of the Credit Line Agreement;

24. the first Adjustment Date immediately following the Cut-off Date;

25. a code indicating whether the HELOC is a first or second lien HELOC;

26. the Index;

27. Credit Limit;

28. Draw Period;

29. Amortization Period;

30. Debt to Income Ratio;

31. the Due Date; and

32. a code indicating whether or not the HELOC is the subject of a Prepayment Charge as well as the terms of the Prepayment Charge.

With respect to the HELOCs in the aggregate, the Loan Schedule shall set forth the following information, as of the Cut-off Date, unless otherwise specified:

(1) the number of HELOCs;

(2) the aggregate Principal Balance of the HELOCs as of the Cut-off Date and the aggregate Credit Limit;

(3) the weighted average Loan Rate of the HELOCs;

(4) the weighted average original months to maturity of the HELOCs and the weighted average remaining months to maturity of the HELOCs.

Loan-to-Value Ratio or LTV: With respect to any first lien HELOC, the Credit Limit of such HELOC, divided by the lesser of (1) the Appraised Value of the Mortgaged Property as of the date of origination or (2) the purchase price of the Mortgaged Property.

Majority Holders: The Holder or Holders of in excess of 50% of the Voting Rights.

Managed Amortization Period: The period commencing on the Cut-off Date to and including the earlier of (i) the 10^th anniversary of the Cut-off Date and (ii) the occurrence of a Rapid Amortization Event.

Marker Rate: With respect to the Class C Certificates and any Payment Date, a per annum rate equal to two (2) times the weighted average of the Uncertificated REMIC 1 Remittance Rates for REMIC 1 Regular Interest LT1A1, REMIC 1 Regular Interest LT2A1, REMIC 1 Regular Interest LT2A2, REMIC 1 Regular Interest LT2A3, REMIC 1 Regular Interest LTM and REMIC 1 Regular Interest LTZZ, with the rate on each such REMIC 1 Regular Interest (other than REMIC 1 Regular Interest LTZZ) subject to a cap equal to the lesser of (i) ONE-MONTH LIBOR plus the Note Margin for the Corresponding Note and (ii) the related Net WAC Rate for the purpose of this calculation; and with the rate on REMIC 1 Regular Interest LTZZ subject to a cap of zero for the purpose of this calculation; provided, however, that for this purpose, calculations of the Uncertificated REMIC 1 Remittance Rate and the related caps with respect to each such REMIC 1 Regular Interest (other than REMIC 1 Regular Interest LTZZ) shall be multiplied by a fraction, the numerator of which is the actual number of days elapsed in the related Accrual Period and the denominator of which is 30.

Maximum Cap Rate: For any Accrual Period and

(i) for the Class A Notes and the Class N Certificates, a per annum rate equal to the product of (x) the excess, if any, of (i) the weighted average of the Expense Adjusted Net Maximum Loan Rates of HELOCs, weighted on the basis of the outstanding Principal Balances of the HELOCs as of the first day of the month preceding the month of the related Payment Date over (ii) the Insurer Premium Rate and (y) a fraction, the numerator of which is 30 and the denominator of which is the actual number of days elapsed in such Accrual Period; and

(ii) for the Class M Notes, a per annum rate equal to the product of (x) the weighted average of the Expense Adjusted Net Maximum Loan Rates of the HELOCs, weighted on the basis of the outstanding Principal Balances of the HELOCs as of the first day of the month preceding the month of the related Payment Date and (y) a fraction, the numerator of which is 30 and the denominator of which is the actual number of days elapsed in such Accrual Period

Maximum Insured Amount: The sum of the following amounts: (i) in respect of principal relating to the Class A Notes, $1,022,287,000 and (ii) in respect of principal relating to the Class N Certificates, $200,000,000.

Maximum Loan Rate: With respect to each HELOC, a rate that is set forth on the Loan Schedule and in the related Credit Line Agreement and is the maximum interest rate to which the Mortgage Interest Rate on such HELOC may be increased on any Adjustment Date.

Maximum Uncertificated Accrued Interest Deferral Amount: With respect to any Payment Date, the excess of (a) accrued interest at the Uncertificated REMIC 1 Remittance Rate applicable to REMIC 1 Regular Interest LTZZ for such Payment Date on a balance equal to the Uncertificated Principal Balance of REMIC 1 Regular Interest LTZZ minus the REMIC 1 Overcollateralization Amount, in each case for such Payment Date, over (b) the sum of the Uncertificated Accrued Interest on REMIC 1 Regular Interest LT1A1, REMIC 1 Regular Interest LT2A1, REMIC 1 Regular Interest LT2A2, REMIC 1 Regular Interest LT2A3 and REMIC 1 Regular Interest LTM with the rate on each such REMIC 1 Regular Interest subject to a cap equal to the lesser of (i) ONE-MONTH LIBOR plus the related Note Margin for the Corresponding Note and (ii) the Net WAC Rate for the purpose of this calculation; provided, however, that for this purpose, calculations of the Uncertificated REMIC 1 Pass-Through Rate and the related caps with respect to each such REMIC 1 Regular Interest shall be multiplied by a fraction, the numerator of which is the actual number of days elapsed in the related Accrual Period and the denominator of which is 30.

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

MERS HELOC: Any HELOC as to which the related Mortgage, or an Assignment of Mortgage, has been or will be recorded in the name of MERS, as nominee for the holder from time to time of the Credit Line Agreement.

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

MIN: The Mortgage Identification Number for HELOCs registered with MERS on the MERS® System.

Minimum Monthly Payment: With respect to any HELOC and any month, the minimum amount required to be paid by the related Mortgagor in that month.

Minimum Loan Rate: With respect to each HELOC, a rate that is set forth on the Loan Schedule and in the related Credit Line Agreement and is the minimum interest rate to which the Mortgage Interest Rate on such HELOC may be decreased on any Adjustment Date.

MOM Loan: With respect to any HELOC, MERS acting as the mortgagee of such HELOC, solely as nominee for the originator of such HELOC and its successors and assigns, at the origination thereof, or as nominee for any subsequent assignee of the originator pursuant to an assignment of mortgage to MERS.

Monthly Interest Payable Amount: With respect to any Payment Date and a Class of Notes, Class N Certificates or Class C Certificates, the amount of interest accrued on such Class during the related Accrual Period at the related Note Rate on the Note Principal Balance or the Pass-Through Rate on the Certificate Principal Balance (or Notional Amount in the case of the Class C Certificates) of such Class immediately prior to such Payment Date, in each case, reduced by any Prepayment Interest Shortfalls and any Relief Act Interest Shortfalls allocated to such Note or Certificate, as applicable, pursuant to Section 8.10(c) of the Indenture.

Monthly Payment: With respect to any HELOC (including any REO Property) and any Due Date, the scheduled payment of principal and interest due thereon in accordance with the amortization schedule at the time applicable thereto (after adjustment, if any, for partial Principal Prepayments and for Deficient Valuations occurring prior to such Due Date but before any adjustment to such amortization schedule by reason of any bankruptcy, other than a Deficient Valuation, or similar proceeding or any moratorium or similar waiver or grace period).

Moody’s: Moody’s Investors Service, Inc.

Mortgage: A mortgage, deed of trust or other instrument encumbering a fee simple interest in real property securing a Credit Line Agreement, together with improvements thereto.

Mortgage File: The file containing the Related Documents pertaining to a particular HELOC and any additional documents required to be added to the Mortgage File pursuant to the Servicing Agreement.

Mortgage Note: The originally executed note or other evidence of the indebtedness of a Mortgagor under the related HELOC.

Mortgaged Property: Land and improvements securing the indebtedness of a Mortgagor under the related HELOC or, in the case of REO Property, such REO Property.

Mortgagor: The obligor on a Mortgage Note.

Net Interest Shortfalls: With respect to any Payment Date, an amount equal to the sum of (i) the aggregate amount of Prepayment Interest Shortfalls for such Payment Date and (ii) aggregate Relief Act Interest Shortfalls for such Payment Date.

Net Liquidation Proceeds: With respect to a HELOC, Liquidation Proceeds collected with respect to such HELOC net of unreimbursed Servicing Advances by the Servicer, expenses incurred by the related servicer in connection with the liquidation of such HELOC and the related Mortgaged Property, and any other amounts payable to the servicer under the Servicing Agreement with respect to such HELOC.

Net Rate or Net Mortgage Rate: For any HELOC, the then applicable Loan Rate thereon less the Servicing Fee Rate.

Net Monthly Excess Cashflow: With respect to any Payment Date, an amount equal to the sum of (A) the Interest Remittance Amount remaining on such payment after taking into account the payments made pursuant Section 8.09(a)(II) on such Payment Date and (B) any Overcollateralization Release Amount for such Payment Date.

Net Principal Payment Amount: With respect to any Payment Date, an amount, not less than zero, equal to the Principal Payment Amount for such Payment Date minus, if the Collection Period related to such Payment Date is during the Managed Amortization Period, the aggregate principal amount of all Additional Balances in respect of the HELOCs created during such Collection Period.

Net WAC Rate: For any Accrual Period and

(i)

for the Class 1A-1 Notes, a per annum rate per annum rate (subject to adjustment based on the actual number of days elapsed in the related Interest Accrual Period) equal to the excess, if any, of (i) the weighted average of the Expense Adjusted Net Loan Rates of the group 1 loans over (ii) the Insurer Premium Rate; for federal income tax purposes, the economic equivalent of such rate shall be expressed as the weighted average of the Uncertificated REMIC 1 Pass-Through Rate on REMIC 1 Regular Interest LT1GRP, weighted on the basis of the Uncertificated Principal Balance of such REMIC 1 Regular Interest;

(ii)

for the Class 2A Notes, a per annum rate (subject to adjustment based on the actual number of days elapsed in the related Interest Accrual Period) equal to the excess, if any, of (i) the weighted average of the Expense Adjusted Net Loan Rates of the group 2 loans over (ii) the Insurer Premium Rate; for federal income tax purposes, the economic equivalent of such rate shall be expressed as the weighted average of the Uncertificated REMIC 1 Pass-Through Rate on REMIC 1 Regular Interest LT2GRP, weighted on the basis of the Uncertificated Principal Balance of such REMIC 1 Regular Interest;

(iii)

for the Class N Certificates, a per annum rate (subject to adjustment based on the actual number of days elapsed in the related Interest Accrual Period) equal to the excess, if any, of (i) the weighted average of the Expense Adjusted Net Loan Rates of the loans over (ii) the Insurer Premium Rate; and

(iv)

for the Class M Notes, a per annum rate (subject to adjustment based on the actual number of days elapsed in the related Accrual Period) equal to the product (expressed as a percentage) of (x) the excess, if any, of (a) an amount equal to (i) the weighted average of the Expense Adjusted Net Loan Rates of the loans accrued on (ii) the aggregate Principal Balance of the loans minus the certificate principal balance of the Class N Certificates over (b) the sum of (I) an amount equal to the Net WAC Rate for the Class 1A-1 Notes accrued on the note principal balance of the Class 1A-1 Notes, (II) an amount equal to the Net WAC Rate for the Class 2A Notes accrued on the aggregate note principal balance of the Class 2A Notes and (III) an amount equal to the weighted average of the Expense Adjusted Net Loan Rates of the loans accrued on the certificate principal balance of the Class C Certificates and (y) a fraction, the numerator of which is twelve and the denominator of which is the note principal balance of the Class M Notes; for federal income tax purposes, the economic equivalent of such rate shall be expressed as the weighted average of the Uncertificated REMIC 1 Pass-Through Rates on REMIC 1 Regular Interest LT1SUB and REMIC 1 Regular Interest LT2SUB (in each case subject to a cap and a floor equal to the Uncertificated REMIC 1 Pass- Through Rate on REMIC 1 Regular Interest LT1GRP and REMIC 1 Regular Interest LT2GRP, respectively), weighted on the basis of the Uncertificated Principal Balance of each such REMIC 1 Regular Interest.

Net WAC Rate Carryover Amount: With respect to the Class A Notes, the Class M Notes and the Class N Certificates and any Payment Date, the sum of (A) the positive excess of (i) the amount of interest accrued on such Class of Notes or Certificates, as applicable, on such Payment Date calculated at the related Formula Rate, over (ii) the amount of interest accrued on such Class of Notes or Certificates, as applicable, at the Net WAC Rate for such Payment Date and (B) the Net WAC Rate Carryover Amount for the previous Payment Date not previously paid, together with interest thereon at a rate equal to the related Formula Rate for such Class of Notes or Certificates, as applicable, for such Payment Date and for such Accrual Period.

Net WAC Rate Carryover Reserve Account: The account established and maintained pursuant to Section 8.08 of the Indenture.

New York UCC: The Uniform Commercial Code as in effect in the State of New York.

Non-MERS HELOC: Any HELOC other than a MERS HELOC.

Non-U.S. Person: Any person other than a “United States person” as defined in Section 7701(a)(30) of the Code.

Note: Any of the Class A or Class M Notes.

Noteholder: The Person in whose name a Note is registered in the Note Register, except that, any Note registered in the name of the Depositor, the Issuer, the Indenture Trustee, the Seller or the Securities Administrator or any Affiliate of any of them shall be deemed not to be a holder or holders, nor shall any so owned be considered outstanding, for purposes of giving any request, demand, authorization, direction, notice, consent or waiver under the Indenture or the Trust Agreement; provided that, in determining whether the Indenture Trustee or Securities Administrator shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Notes that a Responsible Officer of the Indenture Trustee or the Securities Administrator has actual knowledge to be so owned shall be so disregarded. Owners of Notes that have been pledged in good faith may be regarded as Holders if the pledgee establishes to the satisfaction of the Securities Administrator or the Owner Trustee the pledgee’s right so to act with respect to such Notes and that the pledgee is not the Issuer, any other obligor upon the Notes or any Affiliate of any of the foregoing Persons.

Note Margin: With respect to the Class A Notes, the Class M Notes and the Class N Certificates on each Payment Date, the following percentage:

Class	Margin
1A-1	0.17%
2A-1	0.04%
2A-2	0.12%
2A-3	0.19%
M	0.13%
N	2.00%

Note Rate: With respect to the Class A Notes and the Class M Notes and any Payment Date, the lesser of (x) the related Formula Rate for such Payment Date and (y) the related Net WAC Rate for such Payment Date.

Note Owner or Owner: With respect to a Book Entry Note, the Person that is the beneficial owner of such Book Entry Note, as reflected on the books of the Clearing Agency or on the books of a Person maintaining an account with such Clearing Agency (directly as a Clearing Agency Participant or as an indirect participant, in each case in accordance with the rules of such Clearing Agency), and with respect to a Definitive Note, the Person that is the registered owner of such Note as reflected in the Note Register.

Note Principal Balance: With respect to any Notes as of any Payment Date, such Note’s initial Note Principal Balance on the closing date, as reduced by (1) all amounts allocable to principal previously paid with respect to such Note and (2) with respect to the Class M Notes, the Undercollateralized Amount previously allocated to such Note; provided that, the Note Principal Balance of any Class M Notes remaining outstanding to which the Undercollateralized Amount has been allocated will be increased by the amount of any Subsequent Recoveries on the HELOCs not previously allocated, but not by more than the amount of Undercollateralized Amount previously allocated to reduce the Note Principal Balance of that Note.

Note Register: The register, maintained by the Securities Administrator, in which the Securities Administrator shall provide for the registration of Notes and of transfers and exchanges of Notes.

Notional Amount: Immediately prior to any Payment Date with respect to the Class C Interest, the aggregate Uncertificated Principal Balance of the REMIC 2 Regular Interests.

Officer’s Certificate: With respect to the Issuer, a certificate signed by any Authorized Officer of the Issuer, under the circumstances described in, and otherwise complying with, the applicable requirements of Section 10.01 of the Indenture, and delivered to the Indenture Trustee. Unless otherwise specified, any reference in the Indenture to an Officer’s Certificate shall be to an Officer’s Certificate of any Authorized Officer of the Issuer.

One-Month LIBOR: The rate determined by the Securities Administrator in accordance with Section 8.12 of the Indenture.

One-Year U.S. Treasury Note Index: With respect to any Interest Accrual Period, the rate determined by the Securities Administrator on the related Interest Determination Date on the basis of the weekly average yield on U.S. Treasury securities adjusted to a constant maturity of one year as reported in the Release on the related Interest Determination Date or, if not so available, as most recently available immediately prior to such Interest Determination Date.

Opinion of Counsel: A written opinion of counsel acceptable to the Indenture Trustee in its reasonable discretion which counsel may be in-house counsel for the Depositor or the Seller if acceptable to the Indenture Trustee and the Rating Agencies or outside counsel for the Depositor, the Seller, the Issuer or the Servicer, as the case may be.

Optional Redemption Date: Any Payment Date occurring on or after the end of a Collection Period on which the outstanding Pool Balance on such Payment Date is less than or equal to five percent (5%) of the Original Pool Balance.

Optional Redemption Holder: The Servicer as set forth in Section 8.07 of the Indenture.

Optional Redemption Price: An amount equal the greater of (i) the Principal Balance of the HELOCs and the appraised value of any REO Properties and (ii) the fair market value of the HELOCs and the REO Properties, in each case plus accrued and unpaid interest plus unreimbursed Servicing Advances, any unpaid Servicing Fees allocable to such HELOCs and REO Properties and any accrued and unpaid Net WAC Rate Carryover Amounts.

Original Value: The lesser of (i) the Appraised Value or (ii) the sales price of a Mortgaged Property at the time of origination of a HELOC, except in instances where either clauses (i) or (ii) is unavailable, the other may be used to determine the Original Value, or if both clauses (i) and (ii) are unavailable, Original Value may be determined from other sources reasonably acceptable to the Depositor.

Originator: National City Bank and its successors or assigns.

Outstanding: With respect to the Notes, as of the date of determination, all Notes theretofore executed, authenticated and delivered under the Indenture except:

(i) Notes theretofore canceled by the Securities Administrator or delivered to the Securities Administrator for cancellation; and

(ii) Notes in exchange for or in lieu of which other Notes have been executed, authenticated and delivered pursuant to the Indenture unless proof satisfactory to the Securities Administrator is presented that any such Notes are held by a holder in due course.

With respect to the Certificates, as of the date of determination, all Certificates theretofore executed, authenticated and delivered under the Indenture except:

(i) Certificates theretofore canceled by the Securities Administrator or delivered to the Securities Administrator for cancellation; and

(ii) Certificates in exchange for or in lieu of which other Certificates have been executed, authenticated and delivered pursuant to the Trust Agreement unless proof satisfactory to the Securities Administrator is presented that any such Certificates are held by a holder in due course.

Outstanding HELOC: With respect to any Due Date, a HELOC which, prior to such Due Date, was not the subject of a Principal Prepayment in full, did not become a Liquidated HELOC and was not purchased or replaced.

Outstanding Principal Balance: As of the time of any determination, the Principal Balance of a HELOC remaining to be paid by the Mortgagor, or, in the case of an REO Property, the Principal Balance of the related HELOC remaining to be paid by the Mortgagor at the time such property was acquired by the Trust.

Overcollateralization Deficiency Amount: With respect to any Payment Date, the amount, if any, by which the Overcollateralization Target Amount exceeds the Overcollateralized Amount on such Payment Date (calculated for this purpose only assuming that 100% of the Net Principal Payment Amount is applied as a principal payment on the Class A Notes, the Class N Certificates and/or the Class M Notes on such Payment Date or to pay amounts owed to the Insurer).

Overcollateralization Release Amount: With respect to any Payment Date, an amount equal to the lesser of (i) the Net Principal Payment Amount on such Payment Date and (ii) the excess, if any, of (A) the Overcollateralized Amount for such Payment Date (calculated for this purpose only assuming that 100% of the Net Principal Payment Amount is applied as a principal payment on the Class A Notes, the Class N Certificates and/or the Class M Notes on such payment date or to pay amounts owed to the note insurer) over (B) the Overcollateralization Target Amount for such payment date.

Overcollateralization Target Amount: With respect to any Payment Date (i) prior to the Stepdown Date, an amount equal to approximately 0.65% of the Pool Balance as of the cut-off date, (ii) on or after the Stepdown Date, provided a Trigger Event is not in effect, the greater of (x) approximately 1.30% of the Pool Balance of the end of the related collection period and (y) approximately 0.50% of the Pool Balance as of the Cut-off Date or (iii) on or after the Stepdown Date if a Trigger Event is in effect, the Overcollateralization Target Amount for the immediately preceding Payment Date plus 1.30% of the amount, if any, by which the Pool Balance increased during the collection period for the current payment date. Notwithstanding the foregoing, on and after any payment date following the reduction of the aggregate Note Principal Balance of the Notes and the Certificate Principal Balance of the Class N Certificates to zero, the Overcollateralization Target Amount will be $0.

Overcollateralized Amount: With respect to any Payment Date, an amount equal to the excess, if any, of (x) the Pool Balance at the end of the related Collection Period over (y) the aggregate Note Principal Balance of the Notes and the Certificate Principal Balance of the Class N Certificates as of such Payment Date (after giving effect to payments to be made on such Payment Date).

Owner Trustee: Wilmington Trust Company, not in its individual capacity, but solely as owner trustee under the trust agreement, and its successors and assigns or any successor owner trustee appointed pursuant to the terms of the Trust Agreement.

Pass-Through Rate: With respect to the Class N Certificates and any Payment Date, the lesser of (x) the related Formula Rate for such Payment Date and (y) the related Net WAC Rate for such Payment Date. With respect to the Class C Certificates and any Payment Date, a per annum rate equal to the percentage equivalent of a fraction, the numerator of which is (x) the interest on the Uncertificated Principal Balance of each REMIC 1 Regular Interest listed in clause (y) below at a rate equal to the related Uncertificated REMIC 1 Pass-Through Rate minus the Marker Rate and the denominator of which is (y) the aggregate Uncertificated Principal Balance of REMIC 1 Regular Interest LTAA, REMIC 1 Regular Interest LT1A1, REMIC 1 Regular Interest LT2A1, REMIC 1 Regular Interest LT2A2, REMIC 1 Regular Interest LT2A3, REMIC 1 Regular Interest LTM and REMIC 1 Regular Interest LTZZ.

Payment Account: The trust account or accounts created and maintained pursuant to Section 3.01 of the Indenture, which shall be denominated “Citibank, N.A., as Paying Agent (on behalf of the Securities Administrator) f/b/o Holders of Citigroup HELOC Trust 2006-NCB1, Mortgage-Backed Notes, Series 2006-NCB1 - Payment Account.” The Payment Account shall be an Eligible Account.

Payment Date: The 15th day of each month, or if such day is not a Business Day, then the next Business Day, commencing in June 2006.

Percentage Interest: With respect to any Note, the percentage obtained by dividing the Note Principal Balance of such Note by the aggregate Note Principal Balance of all Notes of that Class. With respect to any Certificate, the percentage as stated on the face thereof.

Permitted Investments: Any one or more of the following obligations or securities held in the name of the Indenture Trustee for the benefit of the Noteholders:

(i) direct obligations of, and obligations the timely payment of which are fully guaranteed by the United States of America or any agency or instrumentality of the United States of America, the obligations of which are backed by the full faith and credit of the United States of America;

(ii) (a) demand or time deposits, federal funds or bankers’ acceptances issued by any depository institution or trust company incorporated under the laws of the United States of America or any state thereof (including the Indenture Trustee or the Securities Administrator or its Affiliates acting in its commercial banking capacity) and subject to supervision and examination by federal and/or state banking authorities, provided that the commercial paper and/or the short-term debt rating and/or the long-term unsecured debt obligations of such depository institution or trust company at the time of such investment or contractual commitment providing for such investment have the Applicable Credit Rating or better from the Rating Agencies and (b) any other demand or time deposit or certificate of deposit that is fully insured by the FDIC;

(iii) repurchase obligations with respect to (a) any security described in clause (i) above or (b) any other security issued or guaranteed by an agency or instrumentality of the United States of America, the obligations of which are backed by the full faith and credit of the United States of America, in either case entered into with a depository institution or trust company (acting as principal) described in clause (ii)(a) above where the Indenture Trustee holds the security therefor;

(iv) securities bearing interest or sold at a discount issued by any corporation (including the Indenture Trustee or the Securities Administrator or its Affiliates) incorporated under the laws of the United States of America or any state thereof that have the Applicable Credit Rating or better from the Rating Agencies at the time of such investment or contractual commitment providing for such investment; provided, however, that securities issued by any particular corporation will not be Permitted Investments to the extent that investments therein will cause the then outstanding principal amount of securities issued by such corporation and held as part of the Trust to exceed 10% of the aggregate Outstanding Principal Balance of all the HELOCs and Permitted Investments held as part of the Trust;

(v) commercial paper (including both non-interest-bearing discount obligations and interest-bearing obligations payable on demand or on a specified date not more than one year after the date of issuance thereof) having the Applicable Credit Rating or better from the Rating Agencies at the time of such investment;

(vi) a Reinvestment Agreement issued by any bank, insurance company or other corporation or entity;

(vii) any other demand, money market or time deposit, obligation, security or investment as may be acceptable to the Rating Agencies as evidenced in writing by the Rating Agencies to the Securities Administrator; and

(viii) any money market or common trust fund having the Applicable Credit Rating or better from the Rating Agencies, including any such fund for which the Securities Administrator or any affiliate of the Securities Administrator acts as a manager or an advisor; provided, however, that no instrument or security shall be a Permitted Investment if such instrument or security evidences a right to receive only interest payments with respect to the obligations underlying such instrument or if such security provides for payment of both principal and interest with a yield to maturity in excess of 120% of the yield to maturity at par or if such instrument or security is purchased at a price greater than par, as determined by the Securities Administrator.

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

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

Plan Assets: Assets of a Plan within the meaning of Department of Labor regulation 29 C.F.R. § 2510.3-101.

Policy: The Financial Guaranty Insurance Policy No. AB0995BE issued by the Insurer in respect of the Insured Securities, a copy of which is attached to the Indenture as Exhibit I.

Policy Payment Account: As defined in Section 8.12 of the Indenture.

Pool Balance: With respect to any date, the aggregate of the Principal Balances of all of the HELOCs as of such date.

Predecessor Note: With respect to any particular Note, every previous Note evidencing all or a portion of the same debt as that evidenced by such particular Note; and, for the purpose of this definition, any Note authenticated and delivered under Section 2.02 of the Indenture in lieu of a mutilated, lost, destroyed or stolen Note shall be deemed to evidence the same debt as the mutilated, lost, destroyed or stolen Note.

Preference Claim: As defined in Section 5.18 of the Indenture.

Prepayment Interest Shortfall: With respect to any Payment Date, the excess, if any, of (i) the sum, as to each HELOC as to which a Principal Prepayment was applied during the related Collection Period, of 30 days interest on the amounts prepaid at the related Loan Rate net of the Servicing Fee Rate over (ii) the amount of interest collected from the borrower on the amount prepaid, at the related Loan Rate net of the Servicing Fee Rate.

Prepayment Period: With respect any HELOC and any Payment Date, the calendar month immediately preceding the month in which such payment occurs.

Prime Rate: As of any date, the prime rate of the United States money center commercial banks as published in the latest edition of The Wall Street Journal, Northeast Edition.

Principal Balance: As to each HELOC and any date of determination, (i) the principal balance of such HELOC at its origination, plus (ii) any Additional Balances in respect of such HELOC created after its date of origination to but excluding the earlier of (a) such date of determination or (b) the date on which the Managed Amortization Period terminated, minus (iii) the sum of (a) all amounts credited against the principal balance of the HELOC in accordance with the terms of the Credit Line Agreement prior to the termination of the Managed Amortization Period and (b) product of (x) all amounts credited against the principal balance of the HELOC in accordance with the terms of the Credit Line Agreement following the close of business on the last day of the Managed Amortization Period and (y) 1 minus the Servicer Additional Balance Allocation Fraction with respect to such HELOC. For purposes of this definition, a Liquidated HELOC shall be deemed to have a Principal Balance equal to the Principal Balance of the related HELOC immediately prior to the final recovery of related Liquidation Proceeds and a Principal Balance of zero thereafter.

Principal Prepayment: Any payment or other recovery of principal on a HELOC which is received in advance of its scheduled Due Date, including any Prepayment Charge, which is not accompanied by an amount of interest representing scheduled interest due on any date or dates in any month or months subsequent to the month of prepayment.

Principal Payment Amount: With respect to any Payment Date, the sum of (i) the Basic Principal Payment Amount for such Payment Date and (ii) the Extra Principal Payment Amount for such Payment Date.

Principal Prepayment: Any payment or other recovery of principal on a HELOC which is received in advance of its scheduled Due Date, including any prepayment charge, which is not accompanied by an amount of interest representing scheduled interest due on any date or dates in any month or months subsequent to the month of prepayment.

Proceeding: Any suit in equity, action at law or other judicial or administrative proceeding.

Purchaser: Citigroup Mortgage Loan Trust Inc., a Delaware corporation, and its successors and assigns.

QIB: A “qualified institutional buyer” as defined in Rule 144A.

Qualified Insurer: An insurance company duly qualified as such under the laws of the states in which the Mortgaged Property is located, duly authorized and licensed in such states to transact the applicable insurance business and to write the insurance provided, and approved as an insurer by FHLMC and whose claims paying ability is rated in the two highest rating categories by Best’s with respect to hazard and flood insurance.

Qualifying Substitute HELOC: In the case of a HELOC substituted for a Deleted HELOC pursuant to the terms of this Agreement, a HELOC that, on the date of such substitution, (i) has an outstanding Principal Balance (or in the case of a substitution of more than one HELOC for a Deleted HELOC, an aggregate Principal Balance), after application of the Principal Remittance Amount and Interest Remittance Amount due during or prior to the month of substitution, not in excess of, and not more than 5% less than, the outstanding Principal Balance of the Deleted HELOC as of the Due Date in the calendar month during which the substitution occurs, (ii) has a Loan Rate not less than the Loan Rate on the Deleted HELOC, (iii) has a maximum Loan Rate not less than the maximum Loan Rate on the Deleted HELOC, (iv) has a minimum Loan Rate not less than the minimum Loan Rate of the Deleted HELOC, (v) has a Margin equal to or greater than the Margin of the Deleted HELOC, (vi) has a next adjustment date not later than the next adjustment date on the Deleted HELOC, (vii) has the same Due Date as the Deleted HELOC, (viii) has a remaining stated term to maturity not longer than 18 months and not more than 18 months shorter than the remaining stated term to maturity of the related Deleted HELOC and has a remaining stated term to maturity not later than the HELOC with the latest stated term to maturity as of the Closing Date, (ix) is current as of the date of substitution, (x) has an original Combined Loan-to-Value Ratio as of the date of substitution equal to or lower than the original Combined Loan-to-Value Ratio of the Deleted HELOC as of such date, (xi) has been underwritten by the Originator or in accordance with the same underwriting criteria and guidelines as the Deleted HELOC, (xii) has a risk grading determined by the Originator at least equal to the risk grading assigned on the Deleted HELOC, (xiii) is secured by the same property type as the Deleted HELOC, (xiv) conforms to each representation and warranty applicable to the Deleted HELOC made in the HELOC Purchase Agreement, (xv) has the same or higher lien position as the Deleted HELOC, (xvi) has a Credit Score greater than or equal to the Credit Score of the Deleted HELOC at the time such Deleted HELOC was transferred to the Issuer, (xvii) the related Mortgaged Property is not an investment property (unless the Mortgaged Property related to the Deleted HELOC was an investment property), (xviii) the related Mortgaged Property is not a second home (unless the Mortgaged Property related to the Deleted HELOC was a second home), (xix) the Combined Loan-to-Value Ratio is not greater than 100%, and (xx) is no longer in its teaser period. In the event that one or more HELOCs are substituted for one or more Deleted HELOCs, the amounts described in clause (i) hereof shall be determined on the basis of aggregate Principal Balances, the Loan Rates described in clause (ii) hereof shall be determined on the basis of weighted average Loan Rates, the risk gradings described in clause (xi) hereof shall be satisfied as to each such HELOC, the terms described in clause (viii) hereof shall be determined on the basis of weighted average remaining term to maturity, the Original Loan-to-Value Ratios described in clause (x) hereof shall be satisfied as to each such HELOC and, except to the extent otherwise provided in this sentence, the representations and warranties described in clause (xiv) hereof must be satisfied as to each Qualifying Substitute HELOC or in the aggregate, as the case may be.

Rapid Amortization Event: Any of the following events:

(a) there occurs a default in the observance or performance in any material respect of any covenant or agreement of the Issuer made in the Indenture, or any representation or warranty of the Issuer made in the Indenture or in any Certificate delivered pursuant to or in connection with the Indenture proving to have been incorrect in any material respect as of the time when the same shall have been made that has a material adverse effect on the holders of the Notes, the holders of the Class N Certificates or the Insurer, and the default shall continue or not be cured, or the circumstance or condition in respect of which the representation or warranty was incorrect shall not have been eliminated or otherwise cured, for a period of 30 days after there shall have been given, by registered or certified mail, to the issuer by the securities administrator or to the Issuing Entity and the Securities Administrator by the Holders of at least 25% of the Aggregate Outstanding Balance or the Insurer, a written notice specifying the default or incorrect representation or warranty and requiring it to be remedied and stating that the notice is a notice of default under the Indenture;

(b) failure on the part of the Issuer, the Depositor, the Originator, the Seller or the Servicer to observe or perform in any material respect any other material covenants or agreements set forth in the HELOC Purchase Agreement, the Trust Agreement, the Servicing Agreement, the Indenture or the Insurance Agreement, as applicable, which failure materially and adversely affects the holders of the Notes, the holders of the Class N Certificates or the Insurer and continues unremedied for a period of 60 days after written notice of such failure shall have been given to the Issuer, the Depositor, the Originator, the Seller or the Servicer, as the case may be, by the Securities Administrator or the Insurer in accordance with the provisions of the Indenture;

(c) the occurrence of certain events of bankruptcy, insolvency or receivership relating to the Issuer, the Depositor, the Originator, the Seller or the Servicer;

(d) the Issuer becomes subject to regulation by the SEC as an investment company within the meaning of the Investment Company Act of 1940, as amended;

(e) cumulative draws in respect of interest under the Policy exceed 1% of the Pool Balance as of the Cut-off Date or there is any draw in respect of principal under the Policy;

(f) the rights and obligations of the Servicer under the Servicing Agreement are terminated under the Servicing Agreement or a Servicer Event of Default has occurred;

(g) any representation or warranty made by the Seller or the Originator in the HELOC Purchase Agreement shall prove to have been incorrect in any material respect when made and shall continue to be incorrect in any material respect for the related cure period specified in the HELOC Purchase Agreement after written notice and as a result of which the value of any of the loans or the interests of the note insurer or the securityholders therein are materially and adversely affected; provided, that a Rapid Amortization Event will not be deemed to occur if the Seller or the Originator, as applicable, has repurchased or caused to be repurchased or substituted for the defective HELOCs during that period in accordance with the provisions of the HELOC Purchase Agreement; or

(h) any REMIC elected with respect to the Trust shall fail to qualify as a REMIC for federal income tax purposes;

In the case of any event described in clauses (b), (f) or (g) above, a Rapid Amortization Event will be deemed to have occurred only if, after the applicable grace period, if any, described in applicable Basic Document, any of the Securities Administrator or Securityholders evidencing more than 50% of the Aggregate Outstanding Balance in each case with the prior written consent of the Insurer (so long as no Insurer Default has occurred and is continuing) or the Insurer (so long as no Insurer Default has occurred and is continuing), by written notice to the Issuer, the Depositor and the Servicer (and to the Securities Administrator, if given by the Securityholders or the Insurer) declare that a Rapid Amortization Event has occurred as of the date of such notice.

In the case of any event described in clauses (a), (c), (d), (e) or (h) above, a Rapid Amortization Event will automatically occur.

RAP Draw Repayment Amount: With respect to any Payment Date relating to a Collection Period after the Managed Amortization Period, the sum of the following with respect to each Outstanding HELOC: the product of (i) the sum of (a) the Monthly Payment on such HELOC received by the Servicer during the related Collection Period and (b) any unscheduled collections in respect of such HELOC received by the Servicer during the related Collection Period, including Principal Prepayments, Insurance Proceeds, Net Liquidation Proceeds, Subsequent Recoveries and proceeds from repurchases of and substitutions for HELOCs occurring during the related Collection Period and (ii) the Servicer Additional Balance Allocation Fraction for such HELOC.

Rating Agency: Any nationally recognized statistical rating organization, or its successor, that rated the Notes at the request of the Depositor at the time of the initial issuance of the Notes. Initially, Standard & Poor’s and Moody’s. If such organization or a successor is no longer in existence, “Rating Agency” with respect to the Notes shall be such nationally recognized statistical rating organization, or other comparable Person, designated by the Depositor, notice of which designation shall be given to the Indenture Trustee and Securities Administrator. References herein to the highest short term unsecured rating category of a Rating Agency shall mean “A-1” or better in the case of Standard & Poor’s, and in the case of any other Rating Agency shall mean such equivalent ratings. References herein to the highest long-term rating category of a Rating Agency shall mean “AAA” in the case of Standard & Poor’s and in the case of any other Rating Agency, such equivalent rating.

Rating Agency Condition: With respect to any action to which the Rating Agency Condition applies, that each Rating Agency shall have been given 10 days (or such shorter period as is acceptable to such Rating Agency) prior notice thereof and that each Rating Agency shall have notified the Depositor, the Issuer and the Indenture Trustee in writing that such action will not result in a reduction or withdrawal of the then current rating of the rated Notes.

Realized Losses: For any Payment Date will equal (a) with respect to HELOCs that were liquidated during the related Collection Period, the positive difference between (i) the Unallocated Principal Balances of all such HELOCs and (ii) the principal portion of Net Liquidation Proceeds of such HELOCs, and (b) with respect to Charged-Off HELOCs, the amount of the Unallocated Principal Balance that has been written down by the Servicer. A Realized Loss, for purposes of calculations of cumulative Realized Losses, will be deemed reduced by the amount of any Subsequent Recoveries received in respect of such Realized Loss.

Recordation Event: Any of (i) the resignation of a Servicer, (ii) the occurrence of an Event of Servicer Termination, or (iii) the occurrence of a bankruptcy, insolvency or foreclosure relating to a Servicer; provided, that any Recordation Event may be waived by the Insurer, so long as any Insured Securities are outstanding or any amounts are due and owing to the Insurer and an Insurer Default has not occurred and is continuing, or if the Insured Securities are no longer outstanding and all amounts due to the Insurer have been paid to it or if an Insurer Default has occurred and is continuing, the Majority Holders.

Record Date: With respect to any Note, the Business Day immediately preceding the related Payment Date; provided, however, that following the date on which Definitive Notes are available, the Record Date for the Notes shall be the last Business Day of the calendar month preceding the month in which the related Payment Date occurs. With respect to any Certificate, the last Business Day of the calendar month preceding the month in which the related Payment Date occurs

Registered Holder: The Person in whose name a Note is registered in the Note Register on the applicable Record Date.

Reimbursement Amount: means, as of any payment date, the sum of (x)(i) all Insured Payments paid by the note insurer, but for which the note insurer has not been reimbursed prior to such payment date, plus (ii) interest accrued on such Insured Payments not previously repaid calculated at the Late Payment Rate (as defined in the policy) from the date the securities administrator, or any other person at its direction, received the related Insured Payments or the date such Insured Payments were made, and (y) without duplication (i) any amounts then due and owing to the note insurer under the Agreement or the Insurance Agreement, as certified to the trustee by the note insurer plus (ii) interest on such amounts at the Late Payment Rate.

Related Documents: With respect to each HELOC, the documents specified in Section 4(b) of the HELOC Purchase Agreement and any documents required to be added to such documents pursuant to the HELOC Purchase Agreement.

Release: The Federal Reserve Board’s statistical Release No. H.15(519).

Relief Act: Servicemembers Civil Relief Act.

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

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

REMIC 1: The segregated pool of assets subject hereto, constituting the primary trust created hereby and to be administered hereunder, with respect to which a REMIC election is to be made consisting of: (i) such HELOCs as from time to time are subject to this Agreement, together with the Mortgage Files relating thereto, and together with all collections thereon and proceeds thereof, (ii) any REO Property, together with all collections thereon and proceeds thereof, (iii) the Indenture Trustee’s rights with respect to the HELOCs under all insurance policies, required to be maintained pursuant to this Agreement and any proceeds thereof and (iv) the Custodial Account, the Payment Account (subject to the last sentence of this definition) and any REO Account and such assets that are deposited therein from time to time and any investments thereof, together with any and all income, proceeds and payments with respect thereto. Notwithstanding the foregoing, however, a REMIC election will not be made with respect to the Net WAC Rate Carryover Reserve Account.

REMIC 1 Interest Loss Allocation Amount: With respect to any Payment Date, an amount equal to (a) the product of (i) the aggregate Principal Balance of the HELOCs and related REO Properties then outstanding and (ii) the Uncertificated REMIC 1 Remittance Rate for REMIC 1 Regular Interest LTAA minus the Marker Rate, divided by (b) 12.

REMIC 1 Marker Allocation Percentage: 0.50% of any amount payable or loss attributable from the Mortgage Loans, which shall be allocated to Regular Interest LTAA, REMIC 1 Regular Interest LT1A1, REMIC 1 Regular Interest LT2A1, REMIC 1 Regular Interest LT2A2, REMIC 1 Regular Interest LT2A3, REMIC 1 Regular Interest LTM and REMIC 1 Regular Interest LTZZ.

REMIC 1 Overcollateralization Target Amount: .50% of the Overcollateralization Target Amount.

REMIC 1 Overcollateralization Amount: With respect to any date of determination, (i) 0.50% of the aggregate Uncertificated Principal Balance of the REMIC 1 Regular Interests minus (ii) the aggregate Uncertificated Principal Balance of REMIC 1 Regular Interest LT1A1, REMIC 1 Regular Interest LT2A1, REMIC 1 Regular Interest LT2A2, REMIC 1 Regular Interest LT2A3 and REMIC 1 Regular Interest LTM, in each case as of such date of determination.

REMIC 1 Principal Loss Allocation Amount: With respect to any Payment Date, an amount equal to the product of (i) the aggregate Principal Balance of the HELOCs and related REO Properties then outstanding and the amounts on deposit in the Pre-Funding Account (exclusive of any investment income therein) and (ii) 1 minus a fraction, the numerator of which is two times the aggregate Uncertificated Principal Balance of REMIC 1 Regular Interest LT1A1, REMIC 1 Regular Interest LT2A1, REMIC 1 Regular Interest LT2A2, REMIC 1 Regular Interest LT2A3 and REMIC 1 Regular Interest LTM and the denominator of which is the aggregate REMIC 1 Regular Interest LT1A1, REMIC 1 Regular Interest LT2A1, REMIC 1 Regular Interest LT2A2, REMIC 1 Regular Interest LT2A3, REMIC 1 Regular Interest LTM and REMIC 1 Regular Interest LTZZ.

REMIC 1 Regular Interests: One of the separate non-certificated beneficial ownership interests in REMIC 1 issued hereunder and designated as a Regular Interest in REMIC 1. Each REMIC 1 Regular Interest shall accrue interest at the related Uncertificated REMIC 1 Remittance Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions of the Trust Agreement, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in the Trust Agreement. The following is a list of each of the REMIC 1 Regular Interests: REMIC 1 Regular Interest LTAA, REMIC 1 Regular Interest LT1A1, REMIC 1 Regular Interest LT2A1, REMIC 1 Regular Interest LT2A2, REMIC 1 Regular Interest LT2A3, REMIC 1 Regular Interest LTM, REMIC 1 Regular Interest LTZZ, REMIC 1 Regular Interest LT1SUB, REMIC 1 Regular Interest LT1GRP, REMIC 1 Regular Interest LT2SUB, REMIC 1 Regular Interest LT2GRP and REMIC 1 Regular Interest LTXX.

REMIC 1 Sub WAC Allocation Percentage: 0.50% of any amount payable or loss attributable from the Mortgage Loans, which shall be allocated to REMIC 1 Regular Interest LT-1SUB, REMIC 1 Regular Interest LT-1GRP, REMIC 1 Regular Interest LT-2SUB, REMIC 1 Regular Interest LT-2GRP and REMIC 1 Regular Interest LT-XX.

REMIC 1 Subordinated Balance Ratio: The ratio among the Uncertificated Principal Balances of each REMIC 1 Regular Interest ending with the designation “SUB”, equal to the ratio between, with respect to each such REMIC 1 Regular Interest, the excess of (x) the aggregate Stated Principal Balance of the Group 1 Mortgage Loans and the Group 2 Mortgage Loans, as applicable, over (y) the current Certificate Principal Balance of the related Senior Certificates.

Regulation AB: Subpart 229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1123, as such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission in the adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time.

REO Account: The separate trust account or accounts created and maintained pursuant to the Servicing Agreement which shall be entitled “National City Bank, in trust for the Purchaser, as of date of acquisition of title, Adjustable Rate HELOCs”.

REO Disposition: The final sale by the Servicer of any REO Property.

REO Property: A Mortgaged Property acquired as a result of the liquidation of a HELOC.

Repurchase Proceeds: the Loan Repurchase Price in connection with any repurchase of a HELOC by the Seller or the Originator, as applicable, and any cash deposit in connection with the substitution of a HELOC.

Request for Release: A request for release in the form attached to the Custodial Agreement as Exhibit Four.

Required Insurance Policy: With respect to any HELOC, any insurance policy which is required to be maintained from time to time under the Servicing Agreement with respect to such HELOC.

Residual Certificate: Any of the Class N or Class R Certificates.

Residual Certificateholder: Any holder of a Residual Certificate.

Responsible Officer: With respect to the Securities Administrator, any officer of the Securities Administrator with direct responsibility for the administration of the Indenture and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject; and with respect to the Indenture Trustee, any officer of the Indenture Trustee with direct responsibility for the administration of the Indenture and also, with respect to a particular matter, such matter is referred because of such officer’s knowledge of and familiarity with the particular subject or who shall have direct responsibility for the administration of this Indenture.

Rule 144A: Rule 144A under the Securities Act.

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

Secretary of State: The Secretary of State of the State of Delaware.

Secured Obligations: All amounts and obligations which the Issuer may at any time owe the Indenture Trustee for the benefit of the Noteholders under the indenture or the Notes.

Senior Credit Enhancement Percentage: With respect to any Payment Date, the percentage equivalent of the fraction obtained by dividing (x) the aggregate Note Principal Balance of the Class M Notes and the Certificate Principal Balance of the Class C Certificates (calculated prior to taking into account the payment of the Principal Payment Amount on such Payment Date to the classes of securities entitled thereto on such Payment Date) by (y) the aggregate Principal Balance of the HELOCs (calculated prior to taking into account collections of principal on the loans during the related Collection Period).

Securities Act: The Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

Securities Administrator: Citibank, N.A. or its successor in interest, or any successor securities administrator.

Security: Any of the Certificates or Notes.

Securityholder or Holder: Any Noteholder or Certificateholder.

Security Instrument: A written instrument creating a valid first lien on a Mortgaged Property securing a Mortgage Note, which may be any applicable form of mortgage, deed of trust, deed to secure debt or security deed, including any riders or addenda thereto.

Seller: Citigroup Global Markets Realty Corp., or any successor in interest.

Servicer: National City Bank, or any successor in interest.

Servicer Additional Balance Allocation Fraction: With respect to any date of determination and an Outstanding HELOC, a fraction the numerator of which is the aggregate amount of any Additional Balances funded with respect to such HELOC following the Managed Amortization Period and the denominator of which is the Unallocated Principal Balance of such HELOC.

Servicer Remittance Date: The 13^th day of the month, commencing in June 2006, or if such 13^th day is not a Business Day, the immediately preceding Business Day.

Servicing Agreement: The Servicing Agreement, dated as of May 23, 2006, among the Issuer, the Securities Administrator, the Indenture Trustee and the Servicer.

Servicing Advances: All customary, reasonable and necessary “out-of-pocket” costs and expenses incurred by the Seller in the performance of its servicing obligations, including, but not limited to, the cost of (i) preservation, restoration and repair of a Mortgaged Property, (ii) any enforcement or judicial proceedings with respect to a HELOC, including foreclosure actions and (iii) the management and liquidation of REO Property.

Servicing Criteria: The “servicing criteria” set forth in Item 1122(d) of Regulation AB, as such may be amended from time to time.

Servicing Fee: With respect to each HELOC, the amount of the annual servicing fee payable to the Servicer, which shall, for each month, be equal to one-twelfth of the product of (a) the Servicing Fee Rate and (b) the unpaid Principal Balance of the HELOC. Such fee shall be payable monthly, computed on the basis of the same principal amount and period respectively which any related interest payment on a HELOC is computed. The Servicing Fee is limited to, and payable solely from, the interest portion (including recoveries with respect to interest from Liquidation Proceeds and other proceeds, to the extent permitted by Subsection 11.05 of the Servicing Agreement) of the Monthly Payments collected by the Servicer, or as otherwise provided under Subsection 11.05 of the Servicing Agreement.

Servicing Fee Rate: The per annum rate at which the Servicing Fee accrues, which rate shall be 0.50% per annum.

Standard & Poor’s: Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., or its successor in interest.

Statutory Trust Statute: Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code §§3801 et seq., as the same may be amended from time to time.

Stepdown Date: The earlier to occur of (i) the first payment date on which the Note Principal Balance of the Class A Notes and the Certificate Principal Balance of the Class N Certificates have been reduced to zero and (ii) the later to occur of (x) the payment date occurring in December 2008 and (y) the first Payment Date on which the Senior Credit Enhancement Percentage (calculated for this purpose only after taking into account collections of principal on the HELOCs during the related Collection Period but prior to the payment of the Principal Payment Amount on such Payment Date to the Classes of securities entitled thereto on such Payment Date) is greater than or equal to 2.25%.

Subcontractor: Any vendor, subcontractor or other Person that is not responsible for the overall servicing (as “servicing” is commonly understood by participants in the mortgage-backed securities market) of HELOCs but performs one or more discrete functions identified in Item 1122(d) of Regulation AB with respect to HELOCs under the direction or authority of the Seller or a Subservicer.

Subservicer: Any Person that services HELOCs on behalf of the Servicer or any Subservicer and is responsible for the performance (whether directly or through Subservicers or Subcontractors) of a substantial portion of the material servicing functions required to be performed by the Servicer under the Servicing Agreement that are identified in Item 1122(d) of Regulation AB.

Subsequent Recoveries: Any Liquidation Proceeds received by the Servicer after the final liquidation of a HELOC and remitted by it to the Securities Administrator. If Subsequent Recoveries are received, they will be included (net of any amounts due the servicer or others) as part of the Principal Payment Amount for the following payment date and paid in accordance with the priorities described herein. In addition, after giving effect to all payments on a payment date, if the Class M Notes remain outstanding and any Allocated Realized Loss Amount for such class remains outstanding, then such Allocated Realized Loss Amount for such class will be decreased by the amount of such Subsequent Recoveries until reduced to zero, and the Note Principal Balance of such Class will be increased by the same amount. Thereafter, such Class will accrue interest on the increased Note Principal Balance.

Substitute Cut-Off Date: With respect to any Qualifying Substitute HELOC, the opening of business on the first day of the calendar month in which such Qualifying Substitute HELOC is conveyed to the Trust.

Substitution Amount: As defined in the HELOC Purchase Agreement.

Tax Matters Person: The tax matters person appointed pursuant to Section 11.04(e) of the Indenture.

Tax Returns: The federal income tax return on Internal Revenue Service Form 1066, U.S. Real Estate Mortgage Investment Conduit Income Tax Return, including Schedule Q thereto, Quarterly Notice to Residual Interest Holders of the REMIC Taxable Income or Net Loss Allocation, or any successor forms, to be filed by the Indenture Trustee on behalf of each REMIC, together with any and all other information reports or returns that may be required to be furnished to the Noteholders or filed with the Internal Revenue Service or any other governmental taxing authority under any applicable provisions of federal, state or local tax laws.

Telerate Screen Page 3750: The display designated as page 3750 on the Telerate Service (or such other page as may replace page 3750 on that service for the purpose of displaying London interbank offered rates of major banks).

Title Insurance Policy: A title insurance policy maintained with respect to a Mortgage Loan.

Trigger Event: With respect to any Payment Date, is in effect if:

(i) a Rapid Amortization Event shall have occurred prior to such payment date or

(ii) the sum of the percentages obtained by dividing (x) the aggregate Principal Balance of HELOCs that are Delinquent 60 days or more (including HELOCs that are REO Properties, in foreclosure or bankruptcy and that are also Delinquent 60 days or more) by (y) the aggregate Principal Balance of the HELOCs, in each case, as of the last day of the previous three calendar months divided by 3 exceeds 3.00% or

(iii) the aggregate amount of Realized Losses incurred since the Cut-off Date through the last day of the related Collection Period (reduced by the aggregate amount of Subsequent Recoveries received since the Cut-off Date through the last day of the related Collection Period), expressed as a percentage of the aggregate Principal Balance of the HELOCs as of the Cut-off Date exceeds the applicable percentage set forth below with respect to such Payment Date:

Payment Date Occurring In Percentage

June 2006 through May 2007 0.50%

June 2007 through May 2008 1.00%

June 2008 through May 2010 1.25%

June 2010 and thereafter 1.75%

Treasury Regulations: Regulations, including proposed or temporary regulations, promulgated under the Code. References herein to specific provisions of proposed or temporary regulations shall include analogous provisions of final Treasury Regulations or other successor Treasury Regulations.

Trust: The Citigroup HELOC Trust 2006-NCB1 to be created pursuant to the Trust Agreement.

Trust Account Property: The Trust Accounts, all amounts and investments held from time to time in the Trust Accounts (whether in the form of deposit accounts, physical property, book-entry securities, uncertificated securities, securities entitlements, investment property or otherwise) and all proceeds of the foregoing.

Trust Accounts: The Custodial Account, the Net WAC Carryover Reserve Account, the Certificate Distribution Account, the Policy Payment Account and the Payment Account.

Trust Agreement: The Amended and Restated Trust Agreement, dated as of May 23, 2006, among the Owner Trustee, the Depositor and the Securities Administrator.

Trust Estate: The meaning specified in the Granting Clause of the Indenture.

Trust Indenture Act or TIA: The Trust Indenture Act of 1939, as amended from time to time, as in effect on any relevant date.

UCC: The Uniform Commercial Code, as amended from time to time, as in effect in any specified jurisdiction.

Unallocated Principal Balance: As to each HELOC and any date of determination, (i) the principal balance of such HELOC at its origination, plus (ii) any Additional Balances in respect of such HELOC created after its date of origination, minus (iii) the sum of all amounts credited against the principal balance of the HELOC in accordance with the terms of the Credit Line Agreement.

Uncertificated Accrued Interest: With respect to each REMIC Regular Interest on each Payment Date, an amount equal to one month’s interest at the related Uncertificated REMIC Pass-Through Rate on the Uncertificated Principal Balance of such REMIC Regular Interest. In each case, Uncertificated Accrued Interest will be reduced by any Relief Act Interest Shortfalls (allocated to such REMIC Regular Interests based on their respective entitlements to interest irrespective of any Relief Act Interest Shortfalls for such Payment Date).

Uncertificated Principal Balance: With respect to each REMIC Regular Interest, the amount of such REMIC Regular Interest outstanding as of any date of determination. As of the Closing Date, the Uncertificated Principal Balance of each REMIC Regular Interest shall equal the amount set forth in the Trust Agreement as its initial Uncertificated Principal Balance. On each Payment Date, the Uncertificated Principal Balance of each REMIC Regular Interest shall be reduced by all distributions of principal made on such REMIC Regular Interest on such Payment Date and, if and to the extent necessary and appropriate, shall be further reduced on such Payment Date by Realized Losses, and the Uncertificated Principal Balance of REMIC 1 Regular Interest LTZZ shall be increased by interest deferrals. With respect to the Class C Certificates as of any date of determination, an amount equal to the excess, if any, of (A) the then aggregate Uncertificated Principal Balance of the REMIC 1 Regular Interests over (B) the then aggregate Note Balance of the Class A Notes, the Mezzanine Notes and the Class B Notes then outstanding. The Uncertificated Principal Balance of each REMIC Regular Interest that has an Uncertificated Principal Balance shall never be less than zero.

Undercollateralized Amount: As defined in Section 8.10 of the Indenture.

Underwriter: Citigroup Global Markets, Inc..

United States Person or U.S. Person: A citizen or resident of the United States, a corporation, partnership (or other entity treated as a corporation or partnership for United States federal income tax purposes) created or organized in, or under the laws of, the United States, any state thereof, or the District of Columbia (except in the case of a partnership, to the extent provided in Treasury regulations) provided that, for purposes solely of the restrictions on the transfer of Residual Certificates, no partnership or other entity treated as a partnership for United States federal income tax purposes shall be treated as a United States Person unless all persons that own an interest in such partnership either directly or through any entity that is not a corporation for United States federal income tax purposes are required by the applicable operative agreement to be United States Persons, or an estate the income of which from sources without the United States is includible in gross income for United States federal income tax purposes regardless of its connection with the conduct of a trade or business within the United States, or a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have authority to control all substantial decisions of the trust. The term “United States” shall have the meaning set forth in Section 7701 of the Code or successor provisions.

Unpaid Interest Shortfall Amount: With respect to the Notes and the Class N Certificates and (i) the first Payment Date, zero, and (ii) any Payment Date after the first Payment Date, the amount, if any, by which (a) the sum of (1) the Monthly Interest Payable Amount for such Class for the immediately preceding Payment Date and (2) the outstanding Unpaid Interest Shortfall Amount, if any, for such Class for such preceding Payment Date exceeds (b) the aggregate amount distributed on such Class in respect of interest pursuant to clause (a) of this definition on such preceding Payment Date, plus interest on the amount of interest due but not paid on the Notes or Certificates of such Class on such preceding Payment Date, to the extent permitted by law, at the Note Rate or Pass-Through Rate for such Class, as applicable, for the related Accrual Period.

Usable Class N Net Monthly Excess Cashflow: With respect to any Payment Date is an amount equal to the lesser of (a) the Class N Net Monthly Excess Cashflow for such Payment Date and (b) the sum of:

(I) the excess, if any, of:

(A) the sum of (x) any Overcollateralization Deficiency Amount for such Payment Date, (y) any Allocated Realized Loss Amount payable to the Class M Notes for such Payment Date and (z) any amount owing to the Insurer for reimbursement of claims in respect of principal paid under the policy, exclusive of any interest thereon owing to the note insurer, to the extent not paid or reimbursed as described in clause II(C)(i) of Section 8.09 of the Indenture over

(B) the excess, if any, of (1) the cumulative aggregate Realized Losses incurred on the HELOCs from the Cut-off Date through the end of the related Collection Period over (2) the sum of (i) the cumulative aggregate amount of Usable Class N Net Monthly Excess Cashflow paid in respect of the amounts described in clauses (x) and (y) of clause (A) above on prior Payment Dates and (ii) the Aggregate Class N Covered Note Insurer Principal Reimbursement Amount for such Payment Date,

(II) any amount owing to the Insurer for reimbursement of claims paid under the policy, or otherwise owing to the note insurer under the applicable insurance agreement, in each case with interest thereon at the rate set forth in the applicable insurance agreement, to the extent not paid or reimbursed as described in clause II(C)(i) of Section 8.09 of the Indenture and to the extent not described in clause (z) of clause (A) above, and

(III) any Unpaid Interest Shortfall Amount payable to the Class M Notes for such Payment Date.

Voting Rights: The portion of the voting rights of all of the Securities which is allocated to any Security. At all times, the Class A Notes, the Class M Notes, the Class N Certificates and the Class C Certificates shall have 99% of the Voting Rights (allocated among the Holders of the Notes, the Class N Certificates and the Class C Certificates in proportion to the then outstanding Note Principal Balances and Certificate Principal Balances of their respective Notes or Certificates, as applicable), and the Class R Certificates shall have 1% of the Voting Rights. The Voting Rights allocated to any Class of Securities (other than the Class R Certificates) shall be allocated among all Holders of each such Class in proportion to the outstanding Note Principal Balance, Certificate Principal Balance or Notional Amount of such Securities; provided, that any Note or Certificate registered in the name of the Seller, the Depositor or its Affiliate shall not be eligible to vote or be considered outstanding and the Percentage Interest evidenced thereby shall not be taken into account in determining whether the requisite amount of Percentage Interests necessary to effect a consent has been obtained unless the Seller, the Depositor or its Affiliates own 100% of the related Class of such Certificates. The Voting Rights allocated to the Class R Certificates shall be allocated among all Holders of such Class in proportion to such Holders’ respective Percentage Interests in the Class R Certificates; provided, however, that when none of the REMIC Regular Interests are outstanding, 100% of the Voting Rights shall be allocated among Holders of the Class R Certificates in accordance with such Holders’ respective Percentage Interests in the Class R Certificates.

Weighted Average Expense Adjusted Loan Rate: For any Payment Date, a fraction, expressed as a percentage, the numerator of which is the amount of interest which accrued on the HELOCs in the prior calendar month at the Expense Adjusted Loan Rate for each HELOC and the denominator of which is the aggregate Principal Balance of the HELOCs as of the first day of the calendar month preceding the month of such Payment Date (or as of the Cut-off Date with respect to the first Payment Date).

ARTICLE I
Definitions
Section 1.01.	Definitions
Section 1.02.	Incorporation by Reference of Trust Indenture Act
Section 1.03.	Rules of Construction

ARTICLE II
Original Issuance of Notes
Section 2.01.	Form.
Section 2.02.	Execution, Authentication and Delivery.

ARTICLE III
Covenants
Section 3.01.	Money for Payments to be Held in Trust.
Section 3.02.	Existence.
Section 3.03.	Payment of Principal and Interest.
Section 3.04.	Protection of Trust Estate.
Section 3.05.	Opinions as to Trust Estate.
Section 3.06.	Performance of Obligations.
Section 3.07.	Negative Covenants
Section 3.08.	Reserved.
Section 3.09.	Reserved.
Section 3.10.	Representations and Warranties Concerning the Trust Estate.
Section 3.11.	Investment Company Act.
Section 3.12.	Issuer May Consolidate, etc.
Section 3.13.	Successor or Transferee.
Section 3.14.	No Other Business.
Section 3.15.	No Borrowing.
Section 3.16.	Guarantees, Loans, Monthly Advances and Other Liabilities.
Section 3.17.	Capital Expenditures.
Section 3.18.	Restricted Payments.
Section 3.19.	Notice of Events of Default.
Section 3.20.	Further Instruments and Acts.
Section 3.21.	[Reserved].
Section 3.22.	Certain Representations Regarding the Trust Estate.

ARTICLE IV
The Notes; Satisfaction and Discharge of Indenture
Section 4.01.	The Notes.
Section 4.02.	Registration of and Limitations on Transfer and Exchange of Notes; Appointment of Securities Administrator and Certificate Registrar.
Section 4.03.	Mutilated, Destroyed, Lost or Stolen Notes.
Section 4.04.	Persons Deemed Owners.
Section 4.05.	Cancellation.
Section 4.06.	Form of Notes.
Section 4.07.	Notices to Depository.
Section 4.08.	Definitive Notes.
Section 4.09.	Tax Treatment.
Section 4.10.	Satisfaction and Discharge of Indenture.
Section 4.11.	Application of Trust Money.
Section 4.12.	[Reserved].
Section 4.13.	Repayment of Moneys Held by Securities Administrator.
Section 4.14.	Temporary Notes.
Section 4.15.	Representation Regarding ERISA.

ARTICLE V
Default and Remedies
Section 5.01.	Events of Default.
Section 5.02.	Acceleration of Maturity; Rescission and Annulment.
Section 5.03.	Collection of Indebtedness and Suits for Enforcement by Indenture Trustee.
Section 5.04.	Remedies; Priorities.
Section 5.05.	Optional Preservation of the Trust Estate.
Section 5.06.	Limitation of Suits.
Section 5.07.	Unconditional Rights of Noteholders To Receive Principal and Interest.
Section 5.08.	Restoration of Rights and Remedies.
Section 5.09.	Rights and Remedies Cumulative.
Section 5.10.	Delay or Omission Not a Waiver.
Section 5.11.	Control By Noteholders.
Section 5.12.	Waiver of Past Defaults.
Section 5.13.	Undertaking for Costs.
Section 5.14.	Waiver of Stay or Extension Laws.
Section 5.15.	Sale of Trust Estate.
Section 5.16.	Action on Notes.
Section 5.17.	Subrogation.
Section 5.18.	Preference Claims.
Section 5.19.	Noteholder Rights.
Section 5.20.	Insurer’s Rights Regarding Actions, Proceedings or Investigations.

ARTICLE VI
The Indenture Trustee, The Securities Administrator and The Authenticating Agent
Section 6.01.	Duties of Indenture Trustee, Securities Administrator and Others.
Section 6.02.	Rights of Indenture Trustee, Securities Administrator and Others.
Section 6.03.	Individual Rights of Indenture Trustee, Securities Administrator and Authenticating Agent.
Section 6.04.	[Reserved].
Section 6.05.	Indenture Trustee’s, Securities Administrator’s and Authenticating Agent’s Disclaimer.
Section 6.06.	Notice of Event of Default.
Section 6.07.	Reports to Holders and Tax Administration.
Section 6.08.	Compensation.
Section 6.09.	Replacement of Indenture Trustee, the Securities Administrator and the Authenticating Agent.
Section 6.10.	Successor Indenture Trustee, Securities Administrator or Authenticating Agent by Merger.
Section 6.11.	Appointment of Co-Indenture Trustee or Separate Indenture Trustee.
Section 6.12.	Eligibility; Disqualification.
Section 6.13.	[Reserved].
Section 6.14.	Representations and Warranties.
Section 6.15.	Directions to Indenture Trustee and the Securities Administrator.
Section 6.16.	Assessments of Compliance and Attestation Reports.

ARTICLE VII
Noteholders’ Lists and Reports
Section 7.01.	Issuer To Furnish Names and Addresses of Noteholders.
Section 7.02.	Preservation of Information; Communications to Noteholders.
Section 7.03.	Financial Information.
Section 7.04.	Statements to Noteholders.
Section 7.05.	Reports Filed with Securities and Exchange Commission.

ARTICLE VIII
Accounts, Disbursements and Releases
Section 8.01.	Collection of Money.
Section 8.02.	Officer’s Certificate.
Section 8.03.	Termination Upon Distribution to Noteholders.
Section 8.04.	Reserved.
Section 8.05.	Release of Trust Estate.
Section 8.06.	Surrender of Notes Upon Final Payment.
Section 8.07.	Optional Redemption of the Assets of the Trust Estate.
Section 8.08.	Trust Accounts.
Section 8.09.	Priority of Payments
Section 8.10.	Allocation of Realized Losses and Interest Shortfalls.
Section 8.11.	Permitted Withdrawals and Transfers from the Payment Account; Determination of LIBOR.
Section 8.12.	The Policy.

ARTICLE IX
Supplemental Indentures
Section 9.01.	Supplemental Indentures Without Consent of Noteholders.
Section 9.02.	Supplemental Indentures With Consent of Noteholders.
Section 9.03.	Execution of Supplemental Indentures.
Section 9.04.	Effect of Supplemental Indenture.
Section 9.05.	Conformity with Trust Indenture Act.
Section 9.06.	Reference in Notes to Supplemental Indentures.

ARTICLE X
Miscellaneous
Section 10.01.	Compliance Certificates and Opinions, etc.
Section 10.02.	Form of Documents Delivered to Indenture Trustee or the Securities Administrator.
Section 10.03.	Acts of Noteholders.
Section 10.04.	Notices etc., to Indenture Trustee, the Certificateholders, Securities Administrator, Authenticating Agent and Rating Agencies.
Section 10.05.	Notices to Noteholders; Waiver.
Section 10.06.	Conflict with Trust Indenture Act.
Section 10.07.	Effect of Headings.
Section 10.08.	Successors and Assigns.
Section 10.09.	Separability.
Section 10.10.	Legal Holidays.
Section 10.11.	GOVERNING LAW.
Section 10.12.	Counterparts.
Section 10.13.	Recording of Indenture.
Section 10.14.	Issuer Obligation.
Section 10.15.	No Petition.
Section 10.16.	Inspection.
Section 10.17.	Benefits of Indenture.

ARTICLE XI
REMIC PROVISIONS
Section 11.01.	Designation of REMIC Interests.
Section 11.02.	Payments on REMIC Regular Interests.
Section 11.03.	Allocation of Realized Losses on the REMIC Regular Interests.
Section 11.04.	REMIC Administration.
Section 11.05.	Prohibited Transactions and Activities.
Section 11.06.	Indemnification with Respect to Certain Taxes and Loss of REMIC Status.

Exhibit A-1	—	Form of Class A Notes
Exhibit A-2	—	Form of Class M Notes
Exhibit B	—	HELOC Schedule
Exhibit C	—	Form of Rule 144A Investment Representation Letter
Exhibit D	—	Form of Transferee Letter
Exhibit E	—	Form of Transferor Certificate
Exhibit F	—	Form of Certification of Transfer to Single Owner
Exhibit G	—	Form 10-D, Form 8-K and Form 10-K Reporting Responsibility
Exhibit H	—	Form of Certification to the Depositor provided by the Securities Administrator
Exhibit I	—	Policy
Exhibit J	—	Servicing Criteria

Appendix A	—	Definitions

Trust Indenture Act Section	Indenture Section
310 (a)(1)	6.11
(a)(2)	6.11
(a)(3)	6.10
(a)(4)	Not Applicable
(a)(5)	6.11
(b)	6.08, 6.11
(c)	Not Applicable
311 (a)	6.12
(b)	6.12
(c)	Not Applicable
312 (a)	7.01, 7.02(a)
(b)	7.02(b)
(c)	7.02(c)
313 (a)	Not Applicable
(b)	Not Applicable
(c)	Not Applicable
(d)	Not Applicable
314 (a)	3.10
(b)	3.07
(c)(1)	8.05(c), 10.01(a)
(c)(2)	8.05(c), 10.01(a)
(c)(3)	Not Applicable
(d)(1)	8.05(c), 10.01(b)
(d)(2)	8.05(c), 10.01(b)
(d)(3)	8.05(c), 10.01(b)
(e)	10.01(a)
315 (a)	6.01(b)
(b)	6.05
(c)	6.01(a)
(d)	6.01(c)
(d)(1)	6.01(c)
(d)(2)	6.01(c)
(d)(3)	6.01(c)
(e)	5.13
316 (a)(1)(A)	5.11
(a)(1)(B)	5.12
(a)(2)	Not Applicable
(b)	5.07
317 (a)(1)	5.04
(a)(2)	5.03(b)
(b)	3.03(a)(i)
318 (a)	10.07

Designation	Uncertificated REMIC 1 Pass-Through Rate	Initial Uncertificated Principal Balance		Assumed Final Maturity Date⁽¹⁾
LTAA	Variable⁽²⁾	$	509,066,313.82	May 2036
LT1A1	Variable⁽²⁾	$	1,189,130.00	May 2036
LT2A1	Variable⁽²⁾	$	2,741,955.00	May 2036
LT2A2	Variable⁽²⁾	$	531,960.00	May 2036
LT2A3	Variable⁽²⁾	$	648,390.00	May 2036
LTM	Variable⁽²⁾	$	49,350.00	May 2036
LTZZ	Variable⁽²⁾	$	5,228,323.45	May 2036
LT1SUB	Variable⁽²⁾	$	385.21	May 2036
LT1SUB	Variable⁽²⁾	$	24,167.81	May 2036
LT1GRP	Variable⁽²⁾	$	1,277.18	May 2036
LT2SUB	Variable⁽²⁾	$	79,723.28	May 2036
LTXX	Variable⁽²⁾	$	519,349,868.80	May 2036

*Servicing Criteria*		*Applicable* *Servicing* *Criteria*
Reference	Criteria
	General Servicing Considerations

1122(d)(1)(i)	Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.
1122(d)(1)(ii)	If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities.
1122(d)(1)(iii)	Any requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.
1122(d)(1)(iv)	A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.
	Cash Collection and Administration
1122(d)(2)(i)	Payments on mortgage loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements.	X
1122(d)(2)(ii)	Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	X
1122(d)(2)(iii)	Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements.
1122(d)(2)(iv)	The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.	X
1122(d)(2)(v)	Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.	X
1122(d)(2)(vi)	Unissued checks are safeguarded so as to prevent unauthorized access.
1122(d)(2)(vii)	Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements.	X
	Investor Remittances and Reporting
1122(d)(3)(i)	Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of mortgage loans serviced by the Servicer.	X
1122(d)(3)(ii)	Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.	X
1122(d)(3)(iii)	Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.	X
1122(d)(3)(iv)	Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	X
	Pool Asset Administration
1122(d)(4)(i)	Collateral or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan documents.
1122(d)(4)(ii)	Mortgage loan and related documents are safeguarded as required by the transaction agreements.
1122(d)(4)(iii)	Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements.
1122(d)(4)(iv)	Payments on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to the Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related mortgage loan documents.
1122(d)(4)(v)	The Servicer’s records regarding the mortgage loans agree with the Servicer’s records with respect to an obligor’s unpaid principal balance.
1122(d)(4)(vi)	Changes with respect to the terms or status of an obligor’s mortgage loans (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.
1122(d)(4)(vii)	Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements.
1122(d)(4)(viii)	Records documenting collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent mortgage loans including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).
1122(d)(4)(ix)	Adjustments to interest rates or rates of return for mortgage loans with variable rates are computed based on the related mortgage loan documents.
1122(d)(4)(x)	Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s mortgage loan documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable mortgage loan documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related mortgage loans, or such other number of days specified in the transaction agreements.
1122(d)(4)(xi)	Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.
1122(d)(4)(xii)	Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.
1122(d)(4)(xiii)	Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction agreements.
1122(d)(4)(xiv)	Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.
1122(d)(4)(xv)	Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.	X

Designation	Initial Note Balance		Note Rate	Assumed Final Maturity Date⁽¹⁾
Class 1A-1	$	237,826,000	0.17%	May 2036
Class 2A-1	$	548,391,000	0.04%	May 2036
Class 2A-2	$	106,392,000	0.12%	May 2036
Class 2A-3	$	129,678,000	0.19%	May 2036
Class M	$	9,870,000	2.75%	May 2036
Class C	$	6,753,844.53		May 2036