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Citigroup Mortgage Loan Trust Inc., Series 2005-HE3 – ‘10-K’ for 12/31/05 – EX-1

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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  As Of                Filer                Filing    For·On·As Docs:Size

 3/29/06  Citigroup Mtge Loan Tr … 2005-HE3 10-K       12/31/05    8:53K

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-1   —   Underwriting Agreement



KPMG LLP Telephone 213-972-4000 Suite 2000 Fax 213-622-1217 355 South Grand Avenue Internet www.us.kpmg.com Los Angeles, CA 90071-1568 Independent Accountants' Report The Board of Directors Countrywide Financial Corporation: We have examined management's assertion, included in the accompanying management assertion, that Countrywide Financial Corporation and subsidiaries, including its wholly-owned subsidiary, Countrywide Home Loans, Inc. ("CHL"), and Countrywide Home Loans Servicing, L.P., a wholly- owned subsidiary of CHL, (collectively, the "Company") complied with the minimum servicing standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers (USAP) as of and for the year ended December 31, 2005. Management is responsible for the Company's compliance with those minimum servicing standards. Our responsibility is to express an opinion on management's assertion about the Company's compliance based on our examination. Our examination was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about the Company's compliance with the minimum servicing standards specified above and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the minimum servicing standards. In our opinion, management's assertion that Countrywide Financial Corporation and subsidiaries, including its wholly-owned subsidiary, Countrywide Home Loans, Inc. ("CHL"), and Countrywide Home Loans Servicing, L.P., a wholly- owned subsidiary of CHL, complied with the aforementioned minimum servicing standards as of and for the year ended December 31, 2005 is fairly stated, in all material respects. /s/KPMG LLP KMPG LLP March 3, 2006 KPMG LLP, a US. limited liability partnership, is the U.S. member firm of KPMG International, a Swiss cooperative. Countrywide HOME LOANS 2900 MADERA ROAD SIMI VALLEY, CALIFORNIA 93065-6298 (805) 955-1000 Management Assertion March 3, 2005 As of and for the year ended December 31, 2005, Countrywide Financial Corporation and subsidiaries, including its wholly'-owned subsidiary, Countrywide Home Loans, Inc. ("CHL"), and Countrywide Home Loans Servicing, L.P., a wholly-owned subsidiary of CHL, (collectively, the "Company") have complied in all material respects with the minimum servicing standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation for Mortgage Bankers_ As of and for this same period, the Company had in. effect a mortgage bankers' (fidelity) bond in the amount of $200 million and an errors and omissions policy in the amount of $100 million and $130 million for the period January 1, 2005 to August 1, 2005 and for the period from August 1, 2005 to December 31, 2005, respectively. /s/ Steve Bailey Steve Bailey Senior Managing Director and Chief Executive Officer, Loan Administration /s/ Kevin Meyers Kevin Meyers Managing Director and Chief Financial Officer Loan Administration

Dates Referenced Herein

This ‘10-K’ Filing    Date    Other Filings
Filed on:3/29/06None on these Dates
3/3/06
For Period End:12/31/05
8/1/05
3/3/05
1/1/05
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Filing Submission 0001338512-06-000004   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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