Citigroup Mortgage Loan Trust Inc., Series 2005-HE3 – ‘10-K’ for 12/31/05 – EX-4

On:  Wednesday, 3/29/06, at 2:20pm ET   ·   For:  12/31/05   ·   Accession #:  1338512-6-4   ·   File #:  333-124036-09

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Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report -- sec10k                                6±    28K 
 2: EX-1        Underwriting Agreement                                 2±    12K 
 3: EX-2        Plan of Acquisition, Reorganization, Arrangement,      2±    10K 
                          Liquidation or Succession                              
 4: EX-3        Articles of Incorporation/Organization or By-Laws      2±    11K 
 5: EX-4        Instrument Defining the Rights of Security Holders     1      7K 
 6: EX-5        Opinion re: Legality                                   2±     9K 
 7: EX-7        Letter re: Non-Reliance upon a Previously Issued       1      6K 
                          Audit Report or Completed Interim Review               
 8: EX-8        Opinion re: Tax Matters                             HTML     31K 

EX-4   —   Instrument Defining the Rights of Security Holders

                                        Countrywide Home Loans
                                       400 Countrywide Way
                                        Simi Valley, California 93065-6298

March 10, 2006                                                                  

Citigroup                                                                       
Re: CMLTI 2005-HE3                                                              
388 Greenwich Street, 14th FLOOR                                                
NEW YORK, NY 10013                                                              
Attn: JOHN HANNON                                                               

OFFICER'S CERTIFICATE                                                           

I, Joseph Candelario, hereby certify that I am the First Vice President,        
Loan Administration of Countrywide Home Loans, Inc., fka Countrywide Funding    
Corporation. I further certify, with respect to the Servicing Agreements for    
Countrywide Home Loan Servicing LP, the following:                              

I have reviewed the activities and performance of the Servicer during the       
fiscal year ended December 31, 2005 under the Agreements and, to the best       
of my knowledge, based on my review, the Servicer has fulfilled all of its      
duties, responsibilities or obligations under the Agreements throughout         
the fiscal year.                                                                

/S/ Joseph Candelario                                      March 10, 2006       
---------------------                                      ---------------      
Joseph Candelario                                          Date                 
First Vice President                                                            
Compliance Officer                                                              
Loan Administration                                                             

Dates Referenced Herein

This ‘10-K’ Filing		Date		Other Filings
Filed on:		3/29/06		None on these Dates
		3/10/06
For Period End:		12/31/05
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