CITIGROUP MORTGAGE LOAN TRUST INC. Depositor

WELLS FARGO BANK, N.A. Servicer

CITIBANK, N.A. Trust Administrator and U.S. BANK NATIONAL ASSOCIATION Trustee

POOLING AND SERVICING AGREEMENT Dated as of September 1, 2006

Asset-Backed Pass-Through Certificates Series 2006-NC2

Confidential

CITI-FCIC 00110379

TABLE OF CONTENTS

ARTICLE I DEFINITIONS SECTION 1.01 SECTION 1.02 Defmed Terms. Allocation of Certain Interest Shortfalls. ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES SECTION 2.01 SECTION 2.02 SECTION 2.03 SECTION 2.04 SECTION 2.05 SECTION 2.06 SECTION 2.07 Conveyance of Mortgage Loans. Acceptance of the Trust Fund by the Trustee. Repurchase or Substitution of Mortgage Loans by the Sponsor or the Depositor. [Reserved]. Representations, Warranties and Covenants of the Servicer. Issuance of the Certificates. Conveyance of the REMIC Regular Interests; Acceptance of the Trust REMICs by the Trustee. ARTICLE III ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS SECTION 3.01 SECTION 3.02 SECTION 3.03 SECTION 3.04 SECTION 3.05 SECTION 3.06 SECTION 3.07 SECTION 3.08 SECTION 3.09 SECTION 3.10 SECTION 3.11 SECTION 3.12 SECTION 3.13 SECTION 3.14 SECTION 3.15 SECTION 3.16 SECTION 3.17 SECTION 3.18 SECTION 3.19 SECTION 3.20 SECTION 3.21 SECTION 3.22 SECTION 3.23 SECTION 3.24 SECTION 3.25 SECTION 3.26 SECTION 3.27 Servicer to Act as Servicer. Sub-Servicing Agreements Between the Servicer and Sub-Servicers. Successor Sub-Servicers. Liability of the Servicer. No Contractual Relationship Between Sub-Servicers and Trustee, Trust Administrator or Certificateho1ders. Assumption or Termination of Sub-Servicing Agreements by Trust Administrator. Collection of Certain Mortgage Loan Payments. Sub-Servicing Accounts. Collection of Taxes, Assessments and Similar Items; Servicing Accounts. Collection Account and Distribution Account. Withdrawals from the Collection Account and Distribution Account. Investment of Funds in the Collection Account and the Distribution Account. [Reserved]. Maintenance of Hazard Insurance and Errors and Omissions and Fidelity Coverage. Enforcement of Due-On-Sa1e Clauses; Assumption Agreements. Realization Upon Defaulted Mortgage Loans. Trustee to Cooperate; Release of Mortgage Files. Servicing Compensation. Reports to the Trust Administrator; Collection Account Statements. Statement as to Compliance. Assessments of Compliance and Attestation Reports. Access to Certain Documentation. Title, Management and Disposition of REO Property. Obligations of the Servicer in Respect of Prepayment Interest Shortfalls. Obligations of the Servicer in Respect of Monthly Payments. Advance Facility. Transfer of Servicing for Certain Mortgage Loans.

Confidential

CITI-FCIC 00110380

ARTICLE IV PAYMENTS TO CERTIFICATEHOLDERS SECTION 4.01 SECTION 4.02 SECTION 4.03 SECTION 4.04 SECTION 4.05 SECTION 4.06 SECTION 4.07 SECTION 4.08 SECTION 4.09 SECTION 4.10 Distributions. Statements to Certificateho1ders. Remittance Reports; P&I Advances. Allocation of Extraordinary Trust Fund Expenses and Realized Losses. Compliance with Withholding Requirements. Net WAC Rate Carryover Reserve Account. Commission Reporting. Cap Account Swap Account. Tax Treatment of Swap Payments and Swap Termination Payments. ARTICLE V THE CERTIFICATES SECTION 5.01 SECTION 5.02 SECTION 5.03 SECTION 5.04 SECTION 5.05 The Certificates. Registration of Transfer and Exchange of Certificates. Mutilated, Destroyed, Lost or Stolen Certificates. Persons Deemed Owners. Certain Available Information. ARTICLE VI THE DEPOSITOR AND THE SERVICER SECTION 6.01 SECTION 6.02 SECTION 6.03 SECTION 6.04 SECTION 6.05 SECTION 6.06 SECTION 6.07 SECTION 6.08 Liability of the Depositor and the Servicer. Merger or Consolidation of the Depositor or the Servicer. Limitation on Liability of the Depositor, the Servicer and Others. Limitation on Resignation of the Servicer. Rights of the Depositor in Respect of the Servicer. Duties of the Credit Risk Manager. Limitation Upon Liability of the Credit Risk Manager. Removal of the Credit Risk Manager. ARTICLE VII DEFAULT SECTION 7.01 SECTION 7.02 SECTION 7.03 SECTION 7.04 Servicer Events of Default. Trust Administrator or Trustee to Act; Appointment of Successor. Notification to Certificateho1ders. Waiver of Servicer Events of Default. ARTICLE Vlll CONCERNING THE TRUSTEE AND THE TRUST ADMINISTRATOR SECTION 8.01 SECTION 8.02 SECTION 8.03 SECTION 8.04 SECTION 8.05 SECTION 8.06 Duties of Trustee and Trust Administrator. Certain Matters Affecting the Trustee and the Trust Administrator. Neither the Trustee nor Trust Administrator Liable for Certificates or Mortgage Loans. Trustee and Trust Administrator May Own Certificates. Trustee's, Trust Administrator's and Custodians' Fees and Expenses. Eligibility Requirements for Trustee and Trust Administrator.

Confidential

CITI-FCIC 00110381

SECTION 8.07 SECTION 8.08 SECTION 8.09 SECTION 8.10 SECTION 8.11 SECTION 8.12 SECTION 8.13 SECTION 8.14 SECTION 8.15

Resignation and Removal of the Trustee and the Trust Administrator. Successor Trustee or Trust Administrator. Merger or Consolidation of Trustee or Trust Administrator. Appointment of Co-Trustee or Separate Trustee. [Reserved]. Appointment of Office or Agency. Representations and Warranties. [Reserved]. No Trustee or Trust Administrator Liability for Actions or Inactions of Custodians. ARTICLElX TERMINATION

SECTION 9.01 SECTION 9.02

Termination Upon Repurchase or Liquidation of the Mortgage Loans. Additional Termination Requirements. ARTICLE X REMIC PROVISIONS

SECTION 10.01 SECTION 10.02 SECTION 10.03

REMIC Administration. Prohibited Transactions and Activities. Servicer, Trustee and Trust Administrator Indemnification. ARTICLE XI MISCELLANEOUS PROVISIONS

SECTION 11.01 SECTION 11.02 SECTION 11.03 SECTION 11.04 SECTION 11.05 SECTION 11.06 SECTION 11.07 SECTION 11.08 SECTION 11.09 SECTION 11.10 SECTION 11.11

Amendment. Recordation of Agreement; Counterparts. Limitation on Rights of Certificateholders. Governing Law. Notices. Severability of Provisions. Notice to Rating Agencies. Article and Section References. Grant of Security Interest. Third Party Rights. Intention of the Parties and Interpretation.

Confidential

CITI-FCIC 00110382

Exhibit A-I ExhibitA-2 ExhibitA-3 ExhibitA-4 ExhibitA-5 ExhibitA-6 ExhibitA-7 ExhibitA-8 ExhibitA-9 Exhibit A-lO Exhibit A-II ExhibitA-12 Exhibit A-13 Exhibit A-14 Exhibit A-15 Exhibit A-16 Exhibit A-17 Exhibit A-18 Exhibit A-19 ExhibitB ExhibitC ExhibitD ExhibitE ExhibitF-l

Form of Class A-I Certificate Form of Class A-2A Certificate Form of Class A-2B Certificate Form of Class A-2C Certificate Form of Class M-l Certificate Form of Class M-2 Certificate Form of Class M-3 Certificate Form of Class M-4 Certificate Form of Class M-5 Certificate Form of Class M-6 Certificate Form of Class M-7 Certificate Form of Class M-8 Certificate Form of Class M-9 Certificate Form of Class M-lO Certificate Form of Class M-ll Certificate Form of Class CE Certificate Form of Class P Certificate Form of Class R Certificate Form of Class R-X Certificate Form lO-D, Form 8-K and Form lO-K Reporting Responsibility Servicing Criteria to Be Addressed in Assessment of Compliance Form of Assignment Agreement Request for Release Form of Transferor Representation Letter and Form of Transferee Representation Letter in Connection with Transfer of the Private Certificates Pursuant to Rule l44A Under the 1933 Act

ExhibitF-2 ExhibitG ExhibitH-l Exhibit H-2 ExhibitH-3 Exhibit I Exhibit J ExhibitK

Form of Transfer Affidavit and Agreement and Form of Transferor Affidavit in Connection with Transfer of Residual Certificates Form of Certification with respect to ERISA and the Code Form of Certification to be provided by the Depositor with Form lO-K Form of Certification to be provided to the Depositor by the Trust Administrator Form of Certification to be provided to the Depositor by the Servicer Form of Cap Contract Form of Cap Administration Agreement Form of Interest Rate Swap Agreement

Schedule 1 Schedule 2

Mortgage Loan Schedule Prepayment Charge Schedule

Confidential

CITI-FCIC 00110383

This Pooling and Servicing Agreement, is dated and effective as of September I, 2006, among CITIGROUP MORTGAGE LOAN TRUST INC., as Depositor, WELLS FARGO BANK, N.A., as Servicer, CITIBANK, N.A., as Trust Administrator, and U.S. BANK NATIONAL ASSOCIATION, as Trustee. PRELIMINARY STATEMENT: The Depositor intends to sell pass-through certificates to be issued hereunder in multiple classes, which in the aggregate will evidence the entire beneficial ownership interest in each REMIC (as defmed herein) created hereunder. The Trust Fund will consist of a segregated pool of assets comprised of the Mortgage Loans and certain other related assets subject to this Agreement.

Confidential

CITI-FCIC 00110384

REMIC I As provided herein, the Trust Administrator will elect to treat the segregated pool of assets consisting of the Mortgage Loans and certain other related assets (other than any Servicer Prepayment Charge Payment Amounts, the N et WAC Rate Carryover Reserve Account, the Interest Rate Swap Agreement, the Swap Account, the Supplemental Interest Trust, the Cap Account, the Cap Administration Agreement and the Cap Contract) subject to this Agreement as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC 1." The Class R-I Interest will be the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein). The following table irrevocably sets forth the designation, the REMIC I Remittance Rate, the initial Uncertificated Balance and, for purposes of satisfying Treasury regulation Section 1.860G-I(a)(4)(iii), the "latest possible maturity date" for each of the REMIC I Regular Interests (as defined herein). None of the REMIC I Regular Interests will be certificated. REMIC I Designation I I-I-A I-I-B I-2-A I-2-B I-3-A I-3-B I-4-A I-4-B I-5-A I-5-B I-6-A I-6-B I-7-A I-7-B I-8-A I-8-B I-9-A I-9-B I-I0-A I-lO-B I-ll-A I-ll-B I-12-A I-12-B I-13-A I-13-B I-14-A I-14-B I-15-A I-15-B I-16-A I-16-B I-17-A I-17-B I-18-A I-18-B I-19-A I-19-B I-20-A I-20-B I-21-A I-21-B Remittance Rate (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ Initial Uncertificated Balance 119,671,435.53 2,422,352.35 2,422,352.35 2,266,802.36 2,266,802.36 2,1l9,920.06 2,1l9,920.06 2,037,995.90 2,037,995.90 1,853,605.01 1,853,605.01 1,345,647.32 1,345,647.32 1,284,686.22 1,284,686.22 1,226,816.21 1,226,816.21 1,171,858.52 1,171,858.52 1,119,653.93 1,1l9,653.93 1,069,739.98 1,069,739.98 1,022,373.05 1,022,373.05 495,685.62 495,685.62 709,661.71 709,661.71 684,262.07 684,262.07 659,773.18 659,773.18 636,242.26 636,242.26 613,555.85 613,555.85 591,683.03 591,683.03 570,594.79 570,594.79 550,251.95 550,251.95 Latest Possible Maturity Date(l) September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036

Confidential

CITI-FCIC 00110385

1-22-A 1-22-B 1-23-A 1-23-B 1-24-A 1-24-B 1-25-A 1-25-B 1-26-A 1-26-B 1-27-A 1-27-B 1-28-A 1-28-B 1-29-A 1-29-B 1-30-A 1-30-B 1-31-A 1-31-B 1-32-A 1-32-B 1-33-A 1-33-B 1-34-A 1-34-B 1-35-A 1-35-B II II-l-A II-l-B II-2-A II-2-B II-3-A II-3-B II-4-A II-4-B II-5-A II-5-B II-6-A II-6-B II-7-A II-7-B II-8-A II-8-B II-9-A II-9-B II-10-A II-10-B II-ll-A II-l1-B II-12-A II-12-B II-13-A II-13-B II-14-A II-14-B

(2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2)

$ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $

530,629.15 530,629.15 511,732.11 511,732.11 493,512.28 493,512.28 475,945.21 475,945.21 459,007.20 459,007.20 442,672.16 442,672.16 426,917.51 426,917.51 411,735.92 411,735.92 397,131.02 397,131.02 383,061.21 383,061.21 369,595.04 369,595.04 356,750.90 356,750.90 344,417.75 344,417.75 9,386,893.07 9,386,893.07 450,863,532.24 9,126,240.78 9,126,240.78 8,540,204.39 8,540,204.39 7,986,823.61 7,986,823.61 7,678,173.37 7,678,173.37 6,983,478.56 6,983,478.56 5,069,742.01 5,069,742.01 4,840,070.34 4,840,070.34 4,622,044.39 4,622,044.39 4,414,990.68 4,414,990.68 4,218,309.27 4,218,309.27 4,030,257.89 4,030,257.89 3,851,802.42 3,851,802.42 1,867,501.36 1,867,501.36 2,673,658.77 2,673,658.77

September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036

Confidential

CITI-FCIC 00110386

11-15-A 11-15-B 11-16-A 11-16-B 11-17-A 11-17-B 11-18-A 11-18-B 11-19-A 11-19-B 11-20-A 11-20-B 11-21-A 11-21-B 11-22-A 11-22-B 11-23-A 11-23-B 11-24-A 11-24-B 11-25-A 11-25-B 11-26-A 11-26-B 11-27-A 11-27-B 11-28-A 11-28-B 11-29-A 11-29-B 11-30-A 11-30-B 11-31-A 11-31-B 11-32-A 11-32-B 11-33-A 11-33-B 11-34-A 11-34-B 11-35-A 11-35-B

(2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2)

$ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $

2,577,965.35 2,577,965.35 2,485,703.17 2,485,703.17 2,397,050.16 2,397,050.16 2,311,578.85 2,311,578.85 2,229,172.75 2,229,172. 75 2,149,722.56 2,149,722.56 2,073,080.65 2,073,080.65 1,999,151.54 1,999,151.54 1,927,956.70 1,927,956.70 1,859,313.29 1,859,313.29 1,793,129.14 1,793,129.14 1,729,315.01 1,729,315.01 1,667,772.52 1,667,772.52 1,608,416.70 1,608,416.70 1,551,219.87 1,551,219.87 1,496,195.74 1,496,195.74 1,443,187.59 1,443,187.59 1,392,453.63 1,392,453.63 1,344,063.17 1,344,063.17 1,297,597.90 1,297,597.90 35,365,229.3 7 35,365,229.37

September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036

(1) (2)

For purposes of Section 1.860G-l(a)(4)(iii) of the Treasury regulations. Calculated in accordance with the definition of "REMIC I Remittance Rate" herein.

Confidential

CITI-FCIC 00110387

REMIC II As provided herein, the Trust Administrator will elect to treat the segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II." The Class R-IIInterest will evidence the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law. The following table irrevocably sets forth the designation, the Pass-Through Rate, the initial aggregate Certificate Principal Balance and, for purposes of satisfying Treasury regulation Section 1.860G-l(a)(4)(iii), the "latest possible maturity date" for each of the REMIC II Regular Interests (as defined herein). None of the REMIC II Regular Interests will be certificated. REMIC II Designation LTAA LTAI LTA2A LTA2B LTA2C LTMI LTM2 LTM3 LTM4 LTM5 LTM6 LTM7 LTM8 LTM9 LTMlO LTMll LTZZ LTlO LTP LTlSUB LTlGRP LT2SUB LT2GRP LTXX(I)(2)

Initial Uncertificated Balance $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ (3) $ $ $ $ $ $ 100.00 4,398.07 19,855.78 16,569.77 74,806.87 473,197,538.83 463,846,905.92 772,885.00 1,408,745.00 1,411,780.00 91,330.00 196,425.00 220,090.00 70,995.00 80,465.00 82,830.00 54,430.00 49,700.00 42,600.00 59,165.00 68,630.00 54,430.00 4,801,763.39

Latest Possible Maturity Date(l) September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036

Remittance Rate (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (4) (2) (2) (2) (2) (2)

For purposes of Section 1.860G-l(a)(4)(iii) of the Treasury regulations. Calculated in accordance with the definition of "REMIC II Remittance Rate" herein. REMIC II Regular Interest LTlO will not have an Uncertificated Balance, but will accrue interest on its Uncertificated Notional Amount. REMIC II Regular Interest LTP will also be entitled to 100% of the Prepayment Charges.

(3)(4)

Confidential

CITI-FCIC 00110388

REMIC III As provided herein, the Trust Administrator will elect to treat the segregated pool of assets consisting of the REMIC II Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC Ill." The Class R-IllInterest will evidence the sole class of "residual interests" in REMIC III for purposes of the REMIC Provisions under federal income tax law. The following table irrevocably sets forth the designation, the Pass-Through Rate, the initial aggregate Certificate Principal Balance and, for purposes of satisfying Treasury regulation Section 1.860G-I (a)( 4)(iii), the "latest possible maturity date" for the indicated Classes of Certificates, the Class CE Interest, the Class 10 Interest and the Class P Interest, which are uncertificated. Initial Aggregate Certificate Designation Class A-I Class A-2A Class A-2B Class A-2C Class M-l Class M-2 Class M-3 Class M-4 Class M-5 Class M-6 Class M-7 Class M-8 Class M-9 Class M-I0 Class M-ll Class CE Interest Class P Interest Class 10 Interest(I)

Latest Possible Maturity Date(l) September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036 September 25, 2036

Pass-Through Rate Variable(2) Variable(2) Variable(2) Variable(2) Variable(2) Variable(2) Variable(2) Variable(2) Variable(2) Variable(2) Variable(2) Variable(2) Variable(2) Variable(2) Variable(2) Variable(3) (4) (5) $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $

Principal Balance 154,577,000.00 281,749,000.00 282,356,000.00 18,266,000.00 39,285,000.00 44,018,000.00 14,199,000.00 16,093,000.00 16,566,000.00 10,886,000.00 9,940,000.00 8,520,000.00 11,833,000.00 13,726,000.00 10,886,000.00 13,726,438.62 100.00 (5)

For purposes of Section 1.860G-l(a)(4)(iii) of the Treasury regulations.

(2) Calculated in accordance with the definition of "Pass-Through Rate" herein. (3) The Class CE Interest will accrue interest at their variable Pass-Through Rate on the Notional Amount of the Class CE Interest outstanding from time to time which shall equal the aggregate Uncertificated Balance of the REMIC II Regular Interests (other than REMIC II Regular Interest LTP). The Class CE Interest will not accrue interest on their Certificate Principal Balance.(4) (5)

The Class P Interest will not accrue interest, but will be entitled to 100% of the Prepayment Charges. The Class 10 Interest will not have a Pass-Through Rate or a Certificate Principal Balance, but will be entitled to 100% of the amounts distributed on REMIC II Regular Interest Lno.

Confidential

CITI-FCIC 00110389

REMICIV As provided herein, the Trust Administrator will elect to treat the segregated pool of assets consisting of the Class CE Interest as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC IV." The Class R-IV Interest will evidence the sole class of "residual interests" in REMIC IV for purposes of the REMIC Provisions under federal income tax law. The following table irrevocably sets forth the designation, the Pass-Through Rate, the initial aggregate Certificate Principal Balance and, for purposes of satisfying Treasury regulation Section 1.860G-I(a)(4)(iii), the "latest possible maturity date" for the indicated Class of Certificates. Initial Aggregate Certificate Designation Class CE Certificates(I)

Latest Possible Maturity Date(l) September 25, 2036

Pass-Through Rate Variable(2) $

Principal Balance 13,726,438.62

For purposes of Section 1.860G-I(a)(4)(iii) of the Treasury regulations.

(2) The Class CE Certificates will receive 100% of amounts received in respect of the Class CE Interest.

Confidential

CITI-FCIC 00110390

REMICV As provided herein, the Trust Administrator will elect to treat the segregated pool of assets consisting of the Class P Interest as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC V." The Class R-V Interest will evidence the sole class of "residual interests" in REMIC V for purposes of the REMIC Provisions under federal income tax law. The following table irrevocably sets forth the designation, the Pass-Through Rate, the initial aggregate Certificate Principal Balance and, for purposes of satisfying Treasury regulation Section 1.860G-I(a)(4)(iii), the "latest possible maturity date" for the indicated Classes of Certificates. Initial Aggregate Certificate Designation Class P Certificates(I)

Latest Possible Maturity Date(l)

Pass-Through Rate Variable(2) $

Principal Balance 100.00

September 25, 2036

For purposes of Section 1.860G-I(a)(4)(iii) of the Treasury regulations.

(2) The Class P Certificates will receive 100% of amounts received in respect of the Class P Interest.

Confidential

CITI-FCIC 00110391

REMICVI As provided herein, the Trust Administrator will elect to treat the segregated pool of assets consisting of the Class 10 Interest as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC VI." The Class R-VlInterest will evidence the sole class of "residual interests" in REMIC VI for purposes of the REMIC Provisions under federal income tax law. The following table irrevocably sets forth the designation, the Pass-Through Rate, the initial aggregate Certificate Principal Balance and, for purposes of satisfying Treasury regulation Section 1.860G-I(a)(4)(iii), the "latest possible maturity date" for the indicated REMIC VI Regular Interest, which will be uncertificated. Initial Aggregate Certificate Designation SWAP 10(I)

Latest Possible Maturity Date(l) September 25, 2036

Pass-Through Rate Variable(2)

Principal BalanceN/A

For purposes of Section 1.860G-I(a)(4)(iii) of the Treasury regulations.

(2) REMIC VI Regular Interest SWAP 10 will receive 100% of amounts received in respect of the Class 10 Interest. As of the Cut-off Date, the Group I Mortgage Loans had an aggregate Stated Principal Balance equal to $198,557,759.33 and the Group II Mortgage Loans had an aggregate Stated Principal Balance equal to $748,068,679.29. In consideration of the mutual agreements herein contained, the Depositor, the Servicer, the Trust Administrator and the Trustee agree as follows:

Confidential

CITI-FCIC 00110392

ARTICLE I DEFINITIONS SECTION 1.01 Defmed Terms. Whenever used in this Agreement, including, without limitation, in the Preliminary Statement hereto, the following words and phrases, unless the context otherwise requires, shall have the meanings specified in this Article. Unless otherwise specified, all calculations described herein shall be made on the basis of a 360-day year consisting of twelve 30-day months. "Adjustable-Rate Mortgage Loan": Each of the Mortgage Loans identified on the Mortgage Loan Schedule as having a Mortgage Rate that is subject to adjustment. "Adjustment Date": With respect to each Adjustable-Rate Mortgage Loan, the first day of the month in which the Mortgage Rate of such Mortgage Loan changes pursuant to the related Mortgage Note. The first Adjustment Date following the Cut-off Date as to each Adjustable-Rate Mortgage Loan is set forth in the Mortgage Loan Schedule. "Affiliate": With respect to any specified Person, any other Person controlling or controlled by or under common control with such specified Person. For the purposes of this definition, "control" when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise and the terms "controlling" and "controlled" have meanings correlative to the foregoing. "Agreement": This Pooling and Servicing Agreement and all amendments hereof and supplements hereto. "Allocated Realized Loss Amount": With respect to any Distribution Date and any Class of Mezzanine Certificates, (x) the sum of (i) any Realized Losses allocated to such Class of Certificates on such Distribution Date and (ii) the amount of any Allocated Realized Loss Amount for such Class of Certificates remaining unpaid from the previous Distribution Date minus (y) the amount of the increase in the Certificate Principal Balance of such Class due to the receipt of Subsequent Recoveries as provided in Section 4.01. "Assignment": An assignment of Mortgage, notice of transfer or equivalent instrument, in recordable form, which is sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect the record of sale of the Mortgage. "Assignment Agreement": The agreement among the Depositor, the Sponsor and NC Capital Corporation regarding the transfer of the Mortgage Loans by the Sponsor to or at the direction of the Depositor, substantially in the form of Exhibit D annexed hereto. "Available Distribution Amount": With respect to any Distribution Date, an amount equal to the excess of (i) the sum of (a) the aggregate of the Monthly Payments due during the Due Period relating to such Distribution Date and received by the Servicer (or by a Sub-Servicer on their behalf) on or prior to the related Determination Date, after deduction of the Servicing Fee and the Credit Risk Manager Fee for such Distribution Date, (b) Liquidation Proceeds, Insurance Proceeds, Principal Prepayments, proceeds from repurchases of and substitutions for Mortgage Loans, Subsequent Recoveries and other unscheduled payments of principal and interest in respect of the Mortgage Loans or REO Properties received by the Servicer during the related Prepayment Period, (c) the aggregate of any amounts on deposit in the Distribution Account representing Compensating Interest Payments paid by the Servicer in respect of Prepayment Interest Shortfalls relating to Principal Prepayments that occurred during the related Prepayment Period, (d) the aggregate of any P&I Advances made by the Servicer for such Distribution Date and (e) Prepayment Charges received and Servicer Prepayment Charge Payment Amounts paid in respect of Mortgage Loans with respect to which a Principal Prepayment occurred during the related Prepayment Period and any amounts received from the Sponsor as contemplated in Section 2.03(b) in respect of any Principal Prepayment that occurred during or prior to the related Prepayment Period over (ii) the sum of (a) amounts reimbursable to the Servicer, the Trustee, the Trust Administrator, the Custodian or the Swap Provider (including any New Swap Payment and Swap Termination Payment owed to the Swap Provider but excluding any Swap Termination Payment owed to the Swap Provider resulting from a Swap Provider Trigger Event) pursuant to Section 6.03 or Section 8.05 or otherwise payable in respect of Extraordinary Trust Fund Expenses, (b) amounts in respect of the items set forth in clauses (i)( a) through (i)( d) above deposited in the Collection Account or the Distribution Account in respect of the items set forth in clauses (i) (a) through (i)(d) above in error, (c) without duplication, any amounts in respect of the items set forth in clauses (i)(a) and (i)(b) permitted hereunder to be retained by the Servicer or to be withdrawn by the Servicer from the Collection Account pursuant to Section 3.18 and (d) any Net Swap Payment or Swap Termination Payment owed to the Swap Provider (other than any Swap Termination Payment owed to the Swap Provider resulting from a Swap Provider Trigger Event). "Balloon Mortgage Loan": A fixed-rate Mortgage Loan that provides for the payment of the unamortized Stated Principal Balance of such Mortgage Loan in a single payment at the maturity of such fixed-rate Mortgage Loan that is substantially greater than the preceding monthly payment.

Confidential

CITI-FCIC 00110393

"Balloon Payment": A payment of the unamortized Stated Principal Balance of a fixed-rate Mortgage Loan in a single payment at the maturity of such fixed-rate Mortgage Loan that is substantially greater than the preceding Monthly Payment. "Bankruptcy Code": The Bankruptcy Reform Act of 1978 (Title II of the United States Code), as amended. "Bankruptcy Loss": With respect to any Mortgage Loan, a Realized Loss resulting from a Deficient Valuation or Debt Service Reduction. "Book-Entry Certificate": Any Certificate registered in the name of the Depository or its nominee. Initially, the Book-Entry Certificates will be the Floating Rate Certificates. "Book-Entry Custodian": The custodian appointed pursuant to Section 5.01. "Business Day": Any day other than a Saturday, a Sunday or a day on which banking or savings and loan institutions in the State of New York, the State of Texas, the State of Missouri, the State oflowa, the State of Maryland, the State of California, the State of Arizona, or in the city in which the Corporate Trust Office of the Trustee or the Corporate Trust Office of the Trust Administrator is located, are authorized or obligated by law or executive order to be closed. "Cap Account": The account or accounts created and maintained pursuant to Section 4.08. The Cap Account must be an Eligible Account. "Cap Administration Agreement": As defined in Section 4.01. "Cap Administrator": Citibank, N.A. "Cap Contract": The cap contract between the Cap Trustee on behalf of the Cap Trust and the Cap Provider in the form attached hereto as Exhibit I. "Cap Provider": Bear Steams Financial Products Inc. "Cap Trust": As defmed in Section 4.08. "Cap Trustee": Citibank, N .A., a national banking association, not in its individual capacity but solely in its capacity as Cap Trustee, and any successor thereto. "Cash-out Refmancing": A Refinanced Mortgage Loan the proceeds of which were in excess of the principal balance of any existing first mortgage on the related Mortgaged Property and related closing costs, and were used to pay any such existing first mortgage, related closing costs and subordinate mortgages on the related Mortgaged Property. "Certificate": Anyone of the Citigroup Mortgage Loan Trust 2006-NC2, Asset-Backed Pass-Through Certificates, Series 2006-NC2, issued under this Agreement. "Certificate Factor": With respect to any Class of Certificates as of any Distribution Date, a fraction, expressed as a decimal carried to six places, the numerator of which is the aggregate Certificate Principal Balance (or the Notional Amount, in the case of the Class CE Certificates) of such Class of Certificates on such Distribution Date (after giving effect to any distributions of principal and allocations of Realized Losses and Extraordinary Trust Fund Expenses in reduction of the Certificate Principal Balance (or the Notional Amount, in the case of the Class CE Certificates) of such Class of Certificates to be made on such Distribution Date), and the denominator of which is the initial aggregate Certificate Principal Balance (or the Notional Amount, in the case of the Class CE Certificates) of such Class of Certificates as of the Closing Date. "Certificate Margin": With respect to the Floating Rate Certificates and for purposes of the Marker Rate and the Maximum LTZZ Uncertificated Interest Deferral Amount, the specified REMIC II Regular Interest as follows: REMIC II Regular Class Interest Certificate Margin (I) A-I LTAI 0.140% (2) 0.280%

Confidential

CITI-FCIC 00110394

A-2A A-2B A-2C M-l M-2 M-3 M-4 M-5 M-6 M-7 M-8 M-9 M-I0 M-ll

LTA2A LTA2B LTA2C LTMI LTMI LTM3 LTM4 LTM5 LTM6 LTM7 LTM8 LTM9 LTMI0 LTMll

0.040% 0.160% 0.240% 0.290% 0.310% 0.340% 0.390% 0.400% 0.460% 0.700% 0.800% 1.550% 2.500% 2.500%

0.080% 0.320% 0.480% 0.435% 0.465% 0.510% 0.585% 0.600% 0.690% 1.050% 1.200% 2.325% 3.750% 3.750%

(1) For each Interest Accrual Period for each Distribution Date on or prior to the Optional Termination Date. (2) For each other Interest Accrual Period. "Certificateholder" or "Holder": The Person in whose name a Certificate is registered in the Certificate Register, except that a Disqualified Organization or a Non-United States Person shall not be a Holder of a Residual Certificate for any purposes hereof and, solely for the purposes of giving any consent pursuant to this Agreement, any Certificate registered in the name of the Depositor or the Servicer or any Affiliate thereof shall be deemed not to be outstanding and the Voting Rights to which it is entitled shall not be taken into account in determining whetber the requisite percentage of Voting Rights necessary to effect any such consent has been obtained, except as otherwise provided in Section 11.01. The Trustee and the Trust Administrator may conclusively rely upon a certificate of the Depositor or the Servicer in determining whether a Certificate is held by an Affiliate thereof. All references herein to "Holders" or "Certificateholders" shall reflect the rights of Certificate Owners as they may indirectly exercise such rights tbrough the Depository and participating members thereof, except as otherwise specified herein; provided, however, that the Trustee and the Trust Administrator shall be required to recognize as a "Holder" or "Certificateholder" only tbe Person in whose name a Certificate is registered in tbe Certificate Register. "Certificate Owner": With respect to a Book-Entry Certificate, the Person who is tbe beneficial owner of such Certificate as reflected on the books of the Depository or on the books of a Depository Participant or on the books of an indirect participating brokerage firm for which a Depository Participant acts as agent. "Certificate Principal Balance": With respect to each Floating Rate Certificate or Class P Certificate as of any date of determination, the Certificate Principal Balance of such Certificate on the Distribution Date immediately prior to such date of determination plus any Subsequent Recoveries added to the Certificate Principal Balance of such Certificate pursuant to Section 4.01, minus all distributions allocable to principal made thereon and, in the case of the Mezzanine Certificates, Realized Losses allocated thereto on such immediately prior Distribution Date (or, in the case of any date of determination up to and including the first Distribution Date, the initial Certificate Principal Balance of such Certificate, as stated on the face thereof). With respect to the Class CE Certificates as of any date of determination, an amount equal to the Percentage Interest evidenced by such Certificate times the excess, if any, of (A) the then aggregate Uncertificated Balance of the REMIC II Regular Interests over (B) the then aggregate Certificate Principal Balance of the Floating Rate Certificates and tbe Class P Certificates then outstanding. "Certificate Register" and "Certificate Registrar": The register maintained pursuant to Section 5.02. Citibank, N.A. will act as Certificate Registrar, for so long as it is Trust Administrator under this Agreement. "Class": Collectively, all of the Certificates bearing the same class designation. "Class A-I Certificates": Anyone of the Class A-I Certificates executed, authenticated and delivered by the Trust Administrator, substantially in the form annexed hereto as Exhibit A-I and evidencing a Regular Interest in REMIC III for purposes of tbe REMIC Provisions. "Class A-2A Certificates": Anyone of the Class A-2A Certificates executed, authenticated and delivered by the Trust Administrator, substantially in the form annexed hereto as Exhibit A - 2 and evidencing a Regular Interest in REMIC III for purposes of tbe REMIC Provisions. "Class A-2B Certificates": Anyone of the Class A-2B Certificates executed, autbenticated and delivered by the Trust Administrator, substantially in the form annexed hereto as Exhibit A - 3 and evidencing a Regular Interest in REMIC III for purposes of tbe REMIC Provisions. "Class A-2C Certificates": Anyone of the Class A-2C Certificates executed, autbenticated and delivered by the Trust Administrator, substantially in the form annexed hereto as Exhibit A -4 and evidencing a Regular Interest in REMIC III for purposes of tbe REMIC Provisions.

Confidential

CITI-FCIC 00110395

"Class A Certificates": Collectively, the Class A-I Certificates, the Class A-2A Certificates, the Class A-2B Certificates and the Class A - 2C Certificates. "Class CE Certificate": Anyone of the Class CE Certificates executed, authenticated and delivered by the Trust Administrator, substantially in the form annexed hereto as Exhibit A -16 and evidencing (i) a Regular Interest in REMIC IV for purposes of the REMIC Provisions, (ii) the obligation to pay Net WAC Rate Carryover Amounts and Swap Termination Payments and (iii) the right to receive the Class 10 Distribution Amount. "Class CE Interest": An uncertificated interest in the Trust Fund held by the Trust Administrator on behalf of the Holders of the Class CE Certificates, evidencing a Regular Interest in REMIC III for purposes of the REMIC Provisions. "Class M-I Certificate": Anyone of the Class M-I Certificates executed, authenticated and delivered by the Trust Administrator, substantially in the form annexed hereto as Exhibit A -5 and evidencing a Regular Interest in REMIC III for purposes of the REMIC Provisions. "Class M-I Principal Distribution Amount": With respect to any Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Senior Principal Distribution Amount on such Distribution Date) and (ii) the Certificate Principal Balance of the Class M-I Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) approximately 64.00% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the excess, if any, of (i) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) over (ii) 0.50% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date. "Class M-2 Certificate": Anyone of the Class M-2 Certificates executed, authenticated and delivered by the Trust Administrator, substantially in the form annexed hereto as Exhibit A -6 and evidencing a Regular Interest in REMIC III for purposes of the REMIC Provisions. "Class M-2 Principal Distribution Amount": With respect to any Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Senior Principal Distribution Amount on such Distribution Date), (ii) the Certificate Principal Balance of the Class M-I Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-I Principal Distribution Amount on such Distribution Date) and (iii) the Certificate Principal Balance of the Class M-2 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) approximately 73.30% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the excess, if any, of (i) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) over (ii) 0.50% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date. "Class M-3 Certificate": Anyone of the Class M-3 Certificates executed, authenticated and delivered by the Trust Administrator, substantially in the form annexed hereto as Exhibit A - 7 and evidencing a Regular Interest in REMIC III for purposes of the REMIC Provisions. "Class M-3 Principal Distribution Amount": With respect to any Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Senior Principal Distribution Amount on such Distribution Date), (ii) the Certificate Principal Balance of the Class M-I Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-I Principal Distribution Amount on such Distribution Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-2 Principal Distribution Amount on such Distribution Date) and (iv) the Certificate Principal Balance of the Class M-3 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) approximately 76.30% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the excess, if any, of (i) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) over (ii) 0.50% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date. "Class M-4 Certificate": Anyone of the Class M-4 Certificates executed, authenticated and delivered by the Trust Administrator, substantially in the form annexed hereto as Exhibit A -8 and evidencing a Regular Interest in REMIC III for purposes of the REMIC Provisions.

Confidential

CITI-FCIC 00110396

"Class M-4 Principal Distribution Amount": With respect to any Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Senior Principal Distribution Amount on such Distribution Date), (ii) the Certificate Principal Balance of the Class M-I Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-I Principal Distribution Amount on such Distribution Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-3 Principal Distribution Amount on such Distribution Date) and (v) the Certificate Principal Balance of the Class M-4 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) approximately 79.70% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the excess, if any, of (i) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) over (ii) 0.50% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date. "Class M-5 Certificate": Anyone of the Class M-5 Certificates executed, authenticated and delivered by the Trust Administrator, substantially in the form annexed hereto as Exhibit A -9 and evidencing a Regular Interest in REMIC III for purposes of the REMIC Provisions. "Class M-5 Principal Distribution Amount": With respect to any Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Senior Principal Distribution Amount on such Distribution Date), (ii) the Certificate Principal Balance of the Class M-I Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-I Principal Distribution Amount on such Distribution Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-3 Principal Distribution Amount on such Distribution Date), (v) the Certificate Principal Balance of the Class M-4 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-4 Principal Distribution Amount on such Distribution Date) and (vi) the Certificate Principal Balance of the Class M-5 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) approximately 83.20% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the excess, if any, of (i) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) over (ii) 0.50% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date. "Class M-6 Certificate": Anyone of the Class M-6 Certificates executed, authenticated and delivered by the Trust Administrator, substantially in the form annexed hereto as Exhibit A-I 0 and evidencing a Regular Interest in REMIC III for purposes of the REMIC Provisions. "Class M-6 Principal Distribution Amount": With respect to any Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates immediately prior to such Distribution Date (after taking into account the distributions of the Senior Principal Distribution Amount on such Distribution Date), (ii) the Certificate Principal Balance of the Class M-I Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-I Principal Distribution Amount on such Distribution Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-3 Principal Distribution Amount on such Distribution Date), (v) the Certificate Principal Balance of the Class M-4 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-4 Principal Distribution Amount on such Distribution Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-5 Principal Distribution Amount on such Distribution Date) and (vii) the Certificate Principal Balance of the Class M-6 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) approximately 85.50% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the excess, if any, of (i) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) over (ii) 0.50% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date.

Confidential

CITI-FCIC 00110397

"Class M-7 Certificate": Anyone of the Class M-7 Certificates executed, authenticated and delivered by the Trust Administrator, substantially in the form annexed hereto as Exhibit A-II and evidencing a Regular Interest in REMIC III for purposes of the REMIC Provisions. "Class M-7 Principal Distribution Amount": With respect to any Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Senior Principal Distribution Amount on such Distribution Date), (ii) the Certificate Principal Balance of the Class M-I Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-I Principal Distribution Amount on such Distribution Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-3 Principal Distribution Amount on such Distribution Date), (v) the Certificate Principal Balance of the Class M-4 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-4 Principal Distribution Amount on such Distribution Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-5 Principal Distribution Amount on such Distribution Date), (vii) the Certificate Principal Balance of the Class M-6 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-6 Principal Distribution Amount on such Distribution Date) and (viii) the Certificate Principal Balance of the Class M-7 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) approximately 87.60% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the excess, if any, of (i) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) over (ii) 0.50% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date. "Class M-8 Certificate": Anyone of the Class M-8 Certificates executed, authenticated and delivered by the Trust Administrator, substantially in the form annexed hereto as Exhibit A -12 and evidencing a Regular Interest in REMIC III for purposes of the REMIC Provisions. "Class M-8 Principal Distribution Amount": With respect to any Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Senior Principal Distribution Amount on such Distribution Date), (ii) the Certificate Principal Balance of the Class M-I Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-I Principal Distribution Amount on such Distribution Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-3 Principal Distribution Amount on such Distribution Date), (v) the Certificate Principal Balance of the Class M-4 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-4 Principal Distribution Amount on such Distribution Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-5 Principal Distribution Amount on such Distribution Date), (vii) the Certificate Principal Balance of the Class M-6 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-6 Principal Distribution Amount on such Distribution Date), (viii) the Certificate Principal Balance of the Class M-7 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-7 Principal Distribution Amount on such Distribution Date) and (viii) the Certificate Principal Balance of the Class M-8 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) approximately 89.40% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the excess, if any, of (i) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) over (ii) 0.50% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date. "Class M-9 Certificate": Anyone of the Class M-9 Certificates executed, authenticated and delivered by the Trust Administrator, substantially in the form annexed hereto as Exhibit A -]3 and evidencing a Regular Interest in REMIC III for purposes of the REMIC Provisions. "Class M-9 Principal Distribution Amount": With respect to any Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Senior Principal Distribution Amount on such Distribution Date), (ii) the Certificate Principal Balance of the Class M-I Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-I Principal Distribution Amount on such Distribution Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-3 Principal Distribution Amount on such Distribution Date), (v) the Certificate Principal Balance of the Class M-4 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-4

Confidential

CITI-FCIC 00110398

Principal Distribution Amount on such Distribution Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-5 Principal Distribution Amount on such Distribution Date), (vii) the Certificate Principal Balance of the Class M-6 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-6 Principal Distribution Amount on such Distribution Date), (viii) the Certificate Principal Balance of the Class M-7 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-7 Principal Distribution Amount on such Distribution Date), (ix) the Certificate Principal Balance of the Class M-8 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-8 Principal Distribution Amount on such Distribution Date) and (x) the Certificate Principal Balance of the Class M-9 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) approximately 91.90% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the excess, if any, of (i) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) over (ii) 0.50% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date. "Class M-IO Certificate": Anyone of the Class M-I 0 Certificates executed, authenticated and delivered by the Trust Administrator, substantially in the form annexed hereto as Exhibit A -14 and evidencing a Regular Interest in REMIC III for purposes of the REMIC Provisions. "Class M-IO Principal Distribution Amount": With respect to any Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Senior Principal Distribution Amount on such Distribution Date), (ii) the Certificate Principal Balance of the Class M-I Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-I Principal Distribution Amount on such Distribution Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-3 Principal Distribution Amount on such Distribution Date), (v) the Certificate Principal Balance of the Class M-4 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-4 Principal Distribution Amount on such Distribution Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-5 Principal Distribution Amount on such Distribution Date), (vii) the Certificate Principal Balance of the Class M-6 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-6 Principal Distribution Amount on such Distribution Date), (viii) the Certificate Principal Balance of the Class M-7 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-7 Principal Distribution Amount on such Distribution Date), (ix) the Certificate Principal Balance of the Class M-8 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-8 Principal Distribution Amount on such Distribution Date), (x) the Certificate Principal Balance of the Class M-9 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-9 Principal Distribution Amount on such Distribution Date) and (xi) the Certificate Principal Balance of the Class M-IO Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) approximately 94.80% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the excess, if any, of (i) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) over (ii) 0.50% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date. "Class M-II Certificate": Anyone of the Class M-II Certificates executed, authenticated and delivered by the Trust Administrator, substantially in the form annexed hereto as Exhibit A -15 and evidencing a Regular Interest in REMIC III for purposes of the REMIC Provisions. "Class M-II Principal Distribution Amount": With respect to any Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Senior Principal Distribution Amount on such Distribution Date), (ii) the Certificate Principal Balance of the Class M-I Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-I Principal Distribution Amount on such Distribution Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-3 Principal Distribution Amount on such Distribution Date), (v) the Certificate Principal Balance of the Class M-4 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-4 Principal Distribution Amount on such Distribution Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-5 Principal Distribution Amount on such Distribution Date), (vii) the Certificate Principal Balance of the Class M-6 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-6 Principal Distribution Amount on such Distribution Date), (viii) the Certificate Principal Balance of the Class M-7 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-7 Principal Distribution Amount on such Distribution Date), (ix) the Certificate

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Principal Balance of the Class M-8 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-8 Principal Distribution Amount on such Distribution Date), (x) the Certificate Principal Balance of the Class M-9 Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-9 Principal Distribution Amount on such Distribution Date), (xi) the Certificate Principal Balance of the Class M-IO Certificates immediately prior to such Distribution Date (after taking into account the distribution of the Class M-IO Principal Distribution Amount on such Distribution Date) and (xii) the Certificate Principal Balance of the Class M-II Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) approximately 97.10% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the excess, if any, of (i) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) over (ii) 0.50% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date. "Class P Certificate": Anyone of the Class P Certificates executed, authenticated and delivered by the Trust Administrator, substantially in the form annexed hereto as Exhibit A -17 and evidencing a Regular Interest in REMIC V for purposes of the REMIC Provisions. "Class P Interest": An uncertificated interest in the Trust Fund held by the Trust Administrator on behalf of the Holders of the Class P Certificates, evidencing a Regular Interest in REMIC III for purposes of the REMIC Provisions. "Class R Certificate": Anyone of the Class R Certificates executed, authenticated and delivered by the Trust Administrator, substantially in the form annexed hereto as Exhibit A-18 and evidencing the ownership of the Class R-Ilnterest, the Class R-Illnterest and the Class R-Ill Interest. "Class R-X Certificate": Anyone of the Class R-X Certificates executed, authenticated and delivered by the Trust Administrator, substantially in the form annexed hereto as Exhibit A-19 and evidencing the ownership of the Class R-IV Interest, the Class R-V Interest and the Class R-Vllnterest. "Class R-Ilnterest": The uncertificated Residual Interest in REMIC I. "Class R-Illnterest": The uncertificated Residual Interest in REMIC II. "Class R-Illlnterest": The uncertificated Residual Interest in REMIC Ill. "Class R-IV Interest": The uncertificated Residual Interest in REMIC IV. "Class R-V Interest": The uncertificated Residual Interest in REMIC V. "Class R-Vllnterest": The uncertificated Residual Interest in REMIC VI. "Closing Date": September 28,2006. "Code": The Internal Revenue Code of 1986, as amended. "Collection Account": The account or accounts created and maintained by the Servicer pursuant to Section 3.10(a), which shall be entitled "Wells Fargo Bank, N.A., as servicer for U.S. Bank National Association, as Trustee, in trust for the registered holders ofCitigroup Mortgage Loan Trust 2006-NC2, Asset-Backed Pass-Through Certificates, Series 2006-NC2," and which must be an Eligible Account. "Commission": The Securities and Exchange Commission. "Compensating Interest Payment": With respect to any Distribution Date and the Mortgage Loans for which a Principal Prepayment in full or in part was received during the related Prepayment Period, an amount equal to the lesser of (A) the aggregate of the Prepayment Interest Shortfalls for the related Distribution Date and (B) the aggregate Servicing Fee received in the related Due Period. "Corresponding Certificate": With respect to each REMIC II Regular Interest, the Class of Regular Certificates listed below: REMIC II Regular Interest LTAI LTA2A Class Class A-I Class A-2A

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LTA2B LTA2C LTMI LTM2 LTM3 LTM4 LTM5 LTM6 LTM7 LTM8 LTM9 LTMIO LTMII LTP

Class Class Class Class Class Class Class Class Class Class Class Class Class

A~2B A~2C M~IM~2

M~3M~4 M~5 M~6 M~7 M~8 M~9 M~IO M~l1

Class P

"Corporate Trust Office": The principal corporate trust office of the Trustee or the Trust Administrator at which at any particular time its corporate trust business in connection with this Agreement shall be administered, which office, with respect to the Trust Administrator, at the date of the execution of this instrument is located at 388 Greenwich Street, 14th Floor, New York New York 10013, Attention: CML Tl2006~NC2, or such other address as the Trust Administrator may designate from time to time by notice to the Certificateholders, the Depositor, the Servicer and the Trustee and, with respect to the Trustee, at the date of the execution of this instrument is located at One Federal Street, Boston, Massachusetts 02110, Attention: StructuredFinance/CMLTl2006~NC2,

or such other address as the Trustee may designate from time to time by notice to the Certificateholders, the Depositor, the

Servicer and the Trust Administrator. "Credit Risk Manager": Clayton Fixed Income Services Inc., formerly known as The Murrayhill Company, a Colorado corporation, and its successors and assigns. "Credit Risk Management Agreement": The agreement, dated as of the Closing Date, between the Credit Risk Manager and the Servicer, regarding the loss mitigation and advisory services to be provided by the Credit Risk Manager. "Credit Risk Manager Fee": With respect to any Distribution Date, an amount equal to the Credit Risk Manager Fee Rate accrued for one month on the aggregate Stated Principal Balance of the Mortgage Loans as of the first day of the related Due Period. "Credit Risk Manager Fee Rate": 0.015% per annum. "Custodian": A document custodian appointed by the Trustee to perform (or in the case of the related initial Custodian otherwise engaged to perform) custodial duties with respect to the Mortgage Files. The initial Custodian is Citibank West, FSB. The Custodian may be the Trustee, any Affiliate of the Trustee or an independent entity. "Custodial Agreement": An agreement pursuant to which the Custodian performs custodial duties with respect to the Mortgage Files. With respect to the related initial Custodian, the applicable agreement pursuant to which the related initial Custodian performs its custodial duties with respect to the Mortgage Files."Cut~off Date":

With respect to each Original Mortgage Loan, September I, 2006. With respect to all Qualified Substitute Mortgage"Cut~off Date,"

Loans, their respective dates of substitution. References herein to the the respectiveCut~off Dates

when used with respect to more than one Mortgage Loan, shall be to

for such Mortgage Loans.

"Debt Service Reduction": With respect to any Mortgage Loan, a reduction in the scheduled Monthly Payment for such Mortgage Loan by a court of competent jurisdiction in a proceeding under the Bankruptcy Code, except such a reduction resulting from a Deficient Valuation. "Deficient Valuation": With respect to any Mortgage Loan, a valuation of the related Mortgaged Property by a court of competent jurisdiction in an amount less than the then outstanding Stated Principal Balance of the Mortgage Loan, which valuation results from a proceeding initiated under the Bankruptcy Code. "Definitive Certificates": As defmed in Section 5.01(b). "Deleted Mortgage Loan": A Mortgage Loan replaced or to be replaced by a Qualified Substitute Mortgage Loan.

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"Delinquency Percentage": As of the last day of the related Due Period, the percentage equivalent of a fraction, the numerator of which is the aggregate Stated Principal Balance of the Mortgage Loans that, as of the last day of the previous calendar month, are 60 or more days delinquent, are in foreclosure, have been converted to REO Properties or in bankruptcy (and delinquent 60 days or more), and the denominator of which is the aggregate Stated Principal Balance of the Mortgage Loans and REO Properties as of the last day of the previous calendar month. "Depositor": Citigroup Mortgage Loan Trust Inc., a Delaware corporation, or its successor in interest. "Depository": The Depository Trust Company, or any successor Depository hereafter named. The nominee of the initial Depository, for purposes of registering those Certificates that are to be Book-Entry Certificates, is CEDE & Co. The Depository shall at all times be a "clearing corporation" as defined in Section 8-102(3) of the Uniform Commercial Code of the State of New York and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, as amended. "Depository Institution": Any depository institution or trust company, including the Trustee and the Trust Administrator, that (a) is incorporated under the laws of the United States of America or any State thereof, (b) is subject to supervision and examination by federal or state banking authorities and (c) has, or is a subsidiary of a holding company that has, an outstanding unsecured commercial paper or other short-term unsecured debt obligations that are rated in the highest rating category (P-I by Moody's, R-I by DBRS and A-I by S&P) by the Rating Agencies (or a comparable rating ifS&P, Moody's and DBRS are not the Rating Agencies). "Depository Participant": A broker, dealer, bank or other fmancial institution or other Person for whom from time to time a Depository effects book-entry transfers and pledges of securities deposited with the Depository. "Determination Date": With respect to each Distribution Date, the 15th day of the calendar month in which such Distribution Date occurs or, if such 15th day is not a Business Day, the Business Day immediately preceding such 15th day. "Directly Operate": With respect to any REO Property, the furnishing or rendering of services to the tenants thereof, the management or operation of such REO Property, the holding of such REO Property primarily for sale to customers, the performance of any construction work thereon or any use of such REO Property in a trade or business conducted by REMIC I, other than through an Independent Contractor; provided, however, that the Trustee (or the Servicer on behalf of the Trustee) shall not be considered to Directly Operate an REO Property solely because the Trustee (or the Servicer on behalf of the Trustee) establishes rental terms, chooses tenants, enters into or renews leases, deals with taxes and insurance, or makes decisions as to repairs or capital expenditures with respect to such REO Property. "Disqualified Organization": Any of the following: (i) the United States, any State or political subdivision thereof, any possession of the United States, or any agency or instrumentality of any of the foregoing (other than an instrumentality which is a corporation if all of its activities are subject to tax and, except for Freddie Mac, a majority of its board of directors is not selected by such governmental unit), (ii) any foreign government, any international organization, or any agency or instrumentality of any of the foregoing, (iii) any organization (other than certain farmers' cooperatives described in Section 521 of the Code) which is exempt from the tax imposed by Chapter I of the Code (including the tax imposed by Section 511 of the Code on uurelated business taxable income), (iv) rural electric and telephone cooperatives described in Section 138 I (a)(2)(C) of the Code, (v) an "electing large partnership" within the meaning of Section 775 of the Code and (vi) any other Person so designated by the Trustee or Trust Administrator based upon an Opinion of Counsel that the holding of an Ownership Interest in a Residual Certificate by such Person may cause any REMIC or any Person having an Ownership Interest in any Class of Certificates (other than such Person) to incur a liability for any federal tax imposed under the Code that would not otherwise be imposed but for the Transfer of an Ownership Interest in a Residual Certificate to such Person. The terms "United States," "State" and "international organization" shall have the meanings set forth in Section 7701 of the Code or successor provisions. "Distribution Account": The trust account or accounts created and maintained by the Trust Administrator pursuant to Section 3.1 O(b) which shall be entitled "Citibank, N .A., as Trust Administrator for U.S. Bank National Association as Trustee, in trust for the registered holders of Citigroup Mortgage Loan Trust 2006-NC2, Asset-Backed Pass-Through Certificates, Series 2006-NC2." The Distribution Account must be an Eligible Account. "Distribution Date": The 25th day of any month, or if such 25th day is not a Business Day, the Business Day immediately following such 25th day, commencing in October 2006. "DOL": The United States Department of Labor or any successor in interest. "DOL Regulations": The regulations promulgated by the DOL at 29 C.F.R.ss.2510.3-101. "DBRS": Dominion Bond Rating Service.

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"Due Date": With respect to each Distribution Date, the first day of the calendar month in which such Distribution Date occurs, which is the day of the month on which the Monthly Payment is due on a Mortgage Loan, exclusive of any days of grace. "Due Period": With respect to any Distribution Date, the period commencing on the second day of the calendar month preceding the calendar month in which such Distribution Date occurs and ending on the related Due Date. "Eligible Account": Any of (i) an account or accounts maintained with a Depository Institution, (ii) an account or accounts the deposits in which are fully insured by the FDIC, (iii) a trust account or accounts maintained with the corporate trust department of a federal or state chartered depository institution or trust company acting in its fiduciary capacity or (iv) an account otherwise acceptable to each Rating Agency without reduction or withdrawal of their then current ratings of the Certificates as evidenced by a letter from each Rating Agency to the Trustee and Trust Administrator. Eligible Accounts may bear interest. "ERISA": The Employee Retirement Income Security Act ofl974, as amended. "Estate in Real Property": A fee simple estate in a parcel ofland. "Estimated Swap Termination Payment": As defined in the Intreest Rate Swap Agreement. "Excess Overcollateralized Amount": With respect to the Floating Rate Certificates and any Distribution Date, the excess, if any, of (i) the Overcollateralized Amount for such Distribution Date (calculated for this purpose only after assuming that 100% of the Principal Remittance Amount on such Distribution Date has been distributed) over (ii) the Overcollateralization Target Amount for such Distribution Date. "Exchange Act": The Securities Exchange Act of 1934, as amended. "Expense Adjusted Maximum Mortgage Rate": With respect to any Mortgage Loan (or the related REO Property) as of any date of determination, a per annum rate of interest equal to the then applicable Maximum Mortgage Rate (or Mortgage Rate, in the case of any fixed-rate Mortgage Loan) for such Mortgage Loan minus the sum of the (i) the Servicing Fee Rate and (ii) the Credit Risk Manager Fee Rate. "Expense Adjusted Mortgage Rate": With respect to any Mortgage Loan (or the related REO Property) as of any date of determination, a per annum rate of interest equal to the then applicable Mortgage Rate for such Mortgage Loan minus the sum of the (i) the Servicing Fee Rate and (ii) the Credit Risk Manager Fee Rate. "Extraordinary Trust Fund Expenses": Any amounts reimbursable to the Servicer or the Depositor pursuant to Section 6.03, any amounts payable from the Distribution Account in respect of taxes pursuant to Section 10.01(g)(iii), any amounts reimbursable to the Trustee, the Trust Administrator or the Custodian from the Trust Fund pursuant to Section 2.01 or Section 8.05 and any other costs, expenses, liabilities and losses borne by the Trust Fund (exclusive of any cost, expense, liability or loss that is specific to a particular Mortgage Loan or REO Property and is taken into account in calculating a Realized Loss in respect thereof) for which the Trust Fund has not and, in the reasonable good faith judgment of the Trust Administrator, shall not, obtain reimbursement or indemnification from any other Person. "Fannie Mae": Fannie Mae, formerly known as the Federal National Mortgage Association, or any successor thereto. "FDIC": Federal Deposit Insurance Corporation or any successor thereto. "Final Recovery Determination": With respect to any defaulted Mortgage Loan or any REO Property (other than a Mortgage Loan or REO Property purchased by the Originator, the Sponsor, the Depositor or the Servicer pursuant to or as contemplated by Section 2.03 or Section 9.01), a determination made by the Servicer that all Liquidation Proceeds have been recovered. The Servicer shall maintain records of each Final Recovery Determination made thereby. "Fixed Swap Payment": With respect to any Distribution Date, a fixed amount equal to the related amount set forth in the Interest Rate Swap Agreement. "Floating Rate Certificates": The Class A Certificates and the Mezzanine Certificates. "Floating Swap Payment": With respect to any Distribution Date, a floating amount equal to the product of (i) Swap LIB OR, (ii) the related Swap Notional Amount (as defmed in the Interest Rate Swap Agreement), (iii) 250 and (iv) a fraction, the numerator of which is the actual number of days elapsed from and including the previous Floating Rate Payer Payment Date (as defined in the Interest Rate Swap Agreement) to but excluding the current Floating Rate Payer Payment (or, for the first Floating Rate Payer Payment Date, the actual number of days elapsed from the Closing Date to but

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excluding the first Floating Rate Payer Payment Date), and the denominator of which is 360. "Formula Rate": With respect to any Distribution Date and each Class of Floating Rate Certificates, the lesser of (i) One-Month LIB OR plus the related Certificate Margin and (ii) the related Maximum Cap Rate. "Freddie Mac": Freddie Mac, formally known as the Federal Home Loan Mortgage Corporation, or any successor thereto. "Gross Margin": With respect to each Adjustable-Rate Mortgage Loan, the fixed percentage set forth in the related Mortgage Note that is added to the Index on each Adjustment Date in accordance with the terms of the related Mortgage Note used to determine the Mortgage Rate for such Adjustable-Rate Mortgage Loan. "Group I Allocation Percentage": With respect to the Group I Certificates and any Distribution Date, the percentage equivalent of a fraction, the numerator of which is (x) the Group I Principal Remittance Amount for such Distribution Date and the denominator of which is (y) the Principal Remittance Amount for such Distribution Date. "Group I Certificates": The Class A-I Certificates. "Group I Interest Remittance Amount": For any Distribution Date, that portion of the Available Distribution Amount for the related Distribution Date that represents interest received or advanced on the Group I Mortgage Loans and Compensating Interest Payments on the Group I Mortgage Loans (net of Servicing Fees and Credit Risk Manager Fees). "Group I Mortgage Loan": A Mortgage Loan assigned to Loan Group I. All Group I Mortgage Loans have a principal balance at origination that conforms to Fannie Mae loan limits. "Group I Principal Distribution Amount": With respect to any Distribution Date, the sum of (i) the principal portion of each Monthly Payment due on the Group I Mortgage Loans during the related Due Period, whether or not received on or prior to the related Determination Date; (ii) the Stated Principal Balance of any Group I Mortgage Loan that was purchased during the related Prepayment Period pursuant to or as contemplated by Section 2.03 or Section 9.01 and the amount of any shortfall deposited