Unassociated Document


     

    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 October 1, 2007

     

    _________________________________________

     

    Asset-Backed
      Pass-Through Certificates

     

    Series
      2007-WFHE4

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    


    TABLE
      OF CONTENTS

     

    
      	
              Section

            	 
	
               

              ARTICLE
                I DEFINITIONS

               

            
	
              SECTION
                1.01

            	
              Defined
                Terms.

            
	
              SECTION
                1.02

            	
              Allocation
                of Certain Interest Shortfalls.

            
	
               

              ARTICLE
                II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF
                CERTIFICATES

               

            
	
              SECTION
                2.01

            	
              Conveyance
                of Mortgage Loans.

            
	
              SECTION
                2.02

            	
              Acceptance
                of the Trust Fund by the Trustee.

            
	
              SECTION
                2.03

            	
              Repurchase
                or Substitution of Mortgage Loans by the Sponsor or the
                Depositor.

            
	
              SECTION
                2.04

            	
              [Reserved].

            
	
              SECTION
                2.05

            	
              Representations,
                Warranties and Covenants of the Servicer.

            
	
              SECTION
                2.06

            	
              Issuance
                of the Certificates.

            
	
              SECTION
                2.07

            	
              Authorization
                to Enter into the Interest Rate Swap Agreement

            
	
              SECTION
                2.08

            	
              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

            	
              Servicer
                to Act as Servicer.

            
	
              SECTION
                3.02

            	
              Sub-Servicing
                Agreements Between the Servicer and Sub-Servicers.

            
	
              SECTION
                3.03

            	
              Successor
                Sub-Servicers.

            
	
              SECTION
                3.04

            	
              Liability
                of the Servicer.

            
	
              SECTION
                3.05

            	
              No
                Contractual Relationship Between Sub-Servicers and Trustee, Trust
                Administrator or Certificateholders.

            
	
              SECTION
                3.06

            	
              Assumption
                or Termination of Sub-Servicing Agreements by Trust
                Administrator.

            
	
              SECTION
                3.07

            	
              Collection
                of Certain Mortgage Loan Payments.

            
	
              SECTION
                3.08

            	
              Sub-Servicing
                Accounts.

            
	
              SECTION
                3.09

            	
              Collection
                of Taxes, Assessments and Similar Items; Servicing
                Accounts.

            
	
              SECTION
                3.10

            	
              Collection
                Account and Distribution Account.

            
	
              SECTION
                3.11

            	
              Withdrawals
                from the Collection Account and Distribution Account.

            
	
              SECTION
                3.12

            	
              Investment
                of Funds in the Collection Account and the Distribution
                Account.

            
	
              SECTION
                3.13

            	
              [Reserved].

            
	
              SECTION
                3.14

            	
              Maintenance
                of Hazard Insurance and Errors and Omissions and Fidelity
                Coverage.

            
	
              SECTION
                3.15

            	
              Enforcement
                of Due-On-Sale Clauses; Assumption Agreements.

            
	
              SECTION
                3.16

            	
              Realization
                Upon Defaulted Mortgage Loans.

            
	
              SECTION
                3.17

            	
              Trustee
                to Cooperate; Release of Mortgage Files.

            
	
              SECTION
                3.18

            	
              Servicing
                Compensation.

            
	
              SECTION
                3.19

            	
              Reports
                to the Trust Administrator; Collection Account
                Statements.

            
	
              SECTION
                3.20

            	
              Statement
                as to Compliance.

            
	
              SECTION
                3.21

            	
              Assessments
                of Compliance and Attestation Reports.

            
	
              SECTION
                3.22

            	
              Access
                to Certain Documentation.

            
	
              SECTION
                3.23

            	
              Title,
                Management and Disposition of REO Property.

            
	
              SECTION
                3.24

            	
              Obligations
                of the Servicer in Respect of Prepayment Interest
                Shortfalls.

            
	
              SECTION
                3.25

            	
              Obligations
                of the Servicer in Respect of Monthly Payments.

            
	
              SECTION
                3.26

            	
              Advance
                Facility.

            
	
               

              ARTICLE
                IV PAYMENTS TO CERTIFICATEHOLDERS

               

            
	
              SECTION
                4.01

            	
              Distributions.

            
	
              SECTION
                4.02

            	
              Statements
                to Certificateholders.

            
	
              SECTION
                4.03

            	
              Remittance
                Reports; P&I Advances.

            
	
              SECTION
                4.04

            	
              Allocation
                of Extraordinary Trust Fund Expenses and Realized
                Losses.

            
	
              SECTION
                4.05

            	
              Compliance
                with Withholding Requirements.

            
	
              SECTION
                4.06

            	
              Net
                WAC Rate Carryover Reserve Account.

            
	
              SECTION
                4.07

            	
              Commission
                Reporting.

            
	
              SECTION
                4.08

            	
              Reserved.

            
	
              SECTION
                4.09

            	
              Swap
                Account.

            
	
              SECTION
                4.10

            	
              Tax
                Treatment of Swap Payments and Swap Termination
                Payments.

            
	
              SECTION
                4.11

            	
              Collateral
                Account.

            
	
              SECTION
                4.12

            	
              Rights
                and Obligations Under the Interest Rate Swap Agreement.

            
	
               

              ARTICLE
                V THE CERTIFICATES

               

            
	
              SECTION
                5.01

            	
              The
                Certificates.

            
	
              SECTION
                5.02

            	
              Registration
                of Transfer and Exchange of Certificates.

            
	
              SECTION
                5.03

            	
              Mutilated,
                Destroyed, Lost or Stolen Certificates.

            
	
              SECTION
                5.04

            	
              Persons
                Deemed Owners.

            
	
              SECTION
                5.05

            	
              Certain
                Available Information.

            
	
               

              ARTICLE
                VI THE DEPOSITOR AND THE SERVICER

               

            
	
              SECTION
                6.01

            	
              Liability
                of the Depositor and the Servicer.

            
	
              SECTION
                6.02

            	
              Merger
                or Consolidation of the Depositor or the Servicer.

            
	
              SECTION
                6.03

            	
              Limitation
                on Liability of the Depositor, the Servicer and Others.

            
	
              SECTION
                6.04

            	
              Limitation
                on Resignation of the Servicer.

            
	
              SECTION
                6.05

            	
              Rights
                of the Depositor in Respect of the Servicer.

            
	
              SECTION
                6.06

            	
              Duties
                of the Credit Risk Manager.

            
	
              SECTION
                6.07

            	
              Limitation
                Upon Liability of the Credit Risk Manager.

            
	
              SECTION
                6.08

            	
              Removal
                of the Credit Risk Manager.

            
	
               

              ARTICLE
                VII DEFAULT

               

            
	
              SECTION
                7.01

            	
              Servicer
                Events of Default.

            
	
              SECTION
                7.02

            	
              Trust
                Administrator or Trustee to Act; Appointment of
                Successor.

            
	
              SECTION
                7.03

            	
              Notification
                to Certificateholders.

            
	
              SECTION
                7.04

            	
              Waiver
                of Servicer Events of Default.

            
	
               

              ARTICLE
                VIII CONCERNING THE TRUSTEE AND THE TRUST
                ADMINISTRATOR

               

            
	
              SECTION
                8.01

            	
              Duties
                of Trustee and Trust Administrator.

            
	
              SECTION
                8.02

            	
              Certain
                Matters Affecting the Trustee and the Trust
                Administrator.

            
	
              SECTION
                8.03

            	
              Neither
                the Trustee nor Trust Administrator Liable for Certificates or Mortgage
                Loans.

            
	
              SECTION
                8.04

            	
              Trustee
                and Trust Administrator May Own Certificates.

            
	
              SECTION
                8.05

            	
              Trustee’s,
                Trust Administrator’s and Custodian’s Fees and
                Expenses.

            
	
              SECTION
                8.06

            	
              Eligibility
                Requirements for Trustee and Trust Administrator.

            
	
              SECTION
                8.07

            	
              Resignation
                and Removal of the Trustee and the Trust Administrator.

            
	
              SECTION
                8.08

            	
              Successor
                Trustee or Trust Administrator.

            
	
              SECTION
                8.09

            	
              Merger
                or Consolidation of Trustee or Trust Administrator.

            
	
              SECTION
                8.10

            	
              Appointment
                of Co-Trustee or Separate Trustee.

            
	
              SECTION
                8.11

            	
              [Reserved].

            
	
              SECTION
                8.12

            	
              Appointment
                of Office or Agency.

            
	
              SECTION
                8.13

            	
              Representations
                and Warranties.

            
	
              SECTION
                8.14

            	
              [Reserved].

            
	
              SECTION
                8.15

            	
              No
                Trustee or Trust Administrator Liability for Actions or Inactions
                of
                Custodian.

            
	
              SECTION
                8.16

            	
              Email
                Communications.

            
	
               

              ARTICLE
                IX TERMINATION

               

            
	
              SECTION
                9.01

            	
              Termination
                Upon Repurchase or Liquidation of the Mortgage Loans.

            
	
              SECTION
                9.02

            	
              Additional
                Termination Requirements.

            
	
               

              ARTICLE
                X REMIC PROVISIONS

               

            
	
              SECTION
                10.01

            	
              REMIC
                Administration.

            
	
              SECTION
                10.02

            	
              Prohibited
                Transactions and Activities.

            
	
              SECTION
                10.03

            	
              Servicer,
                Trustee and Trust Administrator Indemnification.

            
	
               

              ARTICLE
                XI MISCELLANEOUS PROVISIONS

               

            
	
              SECTION
                11.01

            	
              Amendment.

            
	
              SECTION
                11.02

            	
              Recordation
                of Agreement; Counterparts.

            
	
              SECTION
                11.03

            	
              Limitation
                on Rights of Certificateholders.

            
	
              SECTION
                11.04

            	
              Governing
                Law.

            
	
              SECTION
                11.05

            	
              Notices.

            
	
              SECTION
                11.06

            	
              Severability
                of Provisions.

            
	
              SECTION
                11.07

            	
              Notice
                to Rating Agencies.

            
	
              SECTION
                11.08

            	
              Article
                and Section References.

            
	
              SECTION
                11.09

            	
              Grant
                of Security Interest.

            
	
              SECTION
                11.10

            	
              Third
                Party Rights.

            
	
              SECTION
                11.11

            	
              Intention
                of the Parties and Interpretation.

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Exhibits

     

    
      	
              Exhibit
                A-1

            	
              Form
                of Class A-1 Certificate

            
	
              Exhibit
                A-2

            	
              Form
                of Class A-2A Certificate

            
	
              Exhibit
                A-3

            	
              Form
                of Class A-2B Certificate

            
	
              Exhibit
                A-4

            	
              Form
                of Class A-2C Certificate

            
	
              Exhibit
                A-5

            	
              Form
                of Class X-1 Certificate

            
	
              Exhibit
                A-6

            	
              Form
                of Class M-1 Certificate

            
	
              Exhibit
                A-7

            	
              Form
                of Class M-2 Certificate

            
	
              Exhibit
                A-8

            	
              Form
                of Class M-3A Certificate

            
	
              Exhibit
                A-9

            	
              Form
                of Class M-3B Certificate

            
	
              Exhibit
                A-10

            	
              Form
                of Class M-4 Certificate

            
	
              Exhibit
                A-11

            	
              Form
                of Class M-5 Certificate

            
	
              Exhibit
                A-12

            	
              Form
                of Class M-6 Certificate

            
	
              Exhibit
                A-13

            	
              Form
                of Class M-7 Certificate

            
	
              Exhibit
                A-14

            	
              Form
                of Class M-8 Certificate

            
	
              Exhibit
                A-15

            	
              Form
                of Class M-9 Certificate

            
	
              Exhibit
                A-16

            	
              Form
                of Class CE Certificate

            
	
              Exhibit
                A-17

            	
              Form
                of Class P Certificate

            
	
              Exhibit
                A-18

            	
              Form
                of Class R Certificate

            
	
              Exhibit
                A-19

            	
              Form
                of Class R-X Certificate

            
	
              Exhibit
                B

            	
              Form
                10-D, Form 8-K and Form 10-K Reporting Responsibility

            
	
              Exhibit
                C

            	
              Servicing
                Criteria to Be Addressed in Assessment of Compliance

            
	
              Exhibit
                D

            	
              Form
                of Assignment Agreement

            
	
              Exhibit
                E

            	
              Request
                for Release

            
	
              Exhibit
                F-1

            	
              Form
                of Transferor Representation Letter and Form of Transferee Representation
                Letter in Connection with Transfer of the Private Certificates Pursuant
                to
                Rule 144A Under the 1933 Act

            
	
              Exhibit
                F-2

            	
              Form
                of Transfer Affidavit and Agreement and Form of Transferor Affidavit
                in
                Connection with Transfer of Residual Certificates

            
	
              Exhibit
                G

            	
              Form
                of Certification with respect to ERISA and the Code

            
	
              Exhibit
                H-1

            	
              Form
                of Certification to be provided by the Depositor with Form
                10-K

            
	
              Exhibit
                H-2

            	
              Form
                of Certification to be provided to the Depositor by the Trust
                Administrator

            
	
              Exhibit
                H-3

            	
              Form
                of Certification to be provided to the Depositor by the
                Servicer

            
	
              Exhibit
                I

            	
              Form
                of Interest Rate Swap Agreement

            
	 	 
	
              Schedule
                1

            	
              Mortgage
                Loan Schedule

            
	
              Schedule
                2

            	
              Prepayment
                Charge Schedule

            
	 	 


    

    


    This
      Pooling and Servicing Agreement, is dated and effective as of October 1, 2007,
      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 defined 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.

     

    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 Net WAC Rate
      Carryover Reserve Account, the Interest Rate Swap Agreement, the Swap Account
      and the Supplemental Interest Trust) subject to this Agreement as a REMIC for
      federal income tax purposes, and such segregated pool of assets will be
      designated as “REMIC I.”  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-1(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.

     

    
      	
              Designation

            	 	 	
              REMIC
                I

              Remittance
                Rate

            	 	
              Initial
                Uncertificated

              Balance

            	 	
              Latest
                Possible Maturity Date(1)

            
	
              I

            	 	 	 	(2	)	 	$	
              53,314,631.92

            	 	
              July
                2037

            
	
              I-1-A

            	 	 	 	(2	)	 	$	
              1,661,195.69

            	 	
              July
                2037

            
	
              I-1-B

            	 	 	 	(2	)	 	$	
              1,661,195.69

            	 	
              July
                2037

            
	
              I-2-A

            	 	 	 	(2	)	 	$	
              1,858,085.58

            	 	
              July
                2037

            
	
              I-2-B

            	 	 	 	(2	)	 	$	
              1,858,085.58

            	 	
              July
                2037

            
	
              I-3-A

            	 	 	 	(2	)	 	$	
              2,046,460.96

            	 	
              July
                2037

            
	
              I-3-B

            	 	 	 	(2	)	 	$	
              2,046,460.96

            	 	
              July
                2037

            
	
              I-4-A

            	 	 	 	(2	)	 	$	
              2,225,304.76

            	 	
              July
                2037

            
	
              I-4-B

            	 	 	 	(2	)	 	$	
              2,225,304.76

            	 	
              July
                2037

            
	
              I-5-A

            	 	 	 	(2	)	 	$	
              2,390,956.11

            	 	
              July
                2037

            
	
              I-5-B

            	 	 	 	(2	)	 	$	
              2,390,956.11

            	 	
              July
                2037

            
	
              I-6-A

            	 	 	 	(2	)	 	$	
              2,538,989.02

            	 	
              July
                2037

            
	
              I-6-B

            	 	 	 	(2	)	 	$	
              2,538,989.02

            	 	
              July
                2037

            
	
              I-7-A

            	 	 	 	(2	)	 	$	
              2,650,736.79

            	 	
              July
                2037

            
	
              I-7-B

            	 	 	 	(2	)	 	$	
              2,650,736.79

            	 	
              July
                2037

            
	
              I-8-A

            	 	 	 	(2	)	 	$	
              2,579,458.79

            	 	
              July
                2037

            
	
              I-8-B

            	 	 	 	(2	)	 	$	
              2,579,458.79

            	 	
              July
                2037

            
	
              I-9-A

            	 	 	 	(2	)	 	$	
              2,499,435.69

            	 	
              July
                2037

            
	
              I-9-B

            	 	 	 	(2	)	 	$	
              2,499,435.69

            	 	
              July
                2037

            
	
              I-10-A

            	 	 	 	(2	)	 	$	
              2,421,903.19

            	 	
              July
                2037

            
	
              I-10-B

            	 	 	 	(2	)	 	$	
              2,421,903.19

            	 	
              July
                2037

            
	
              I-11-A

            	 	 	 	(2	)	 	$	
              2,352,815.20

            	 	
              July
                2037

            
	
              I-11-B

            	 	 	 	(2	)	 	$	
              2,352,815.20

            	 	
              July
                2037

            
	
              I-12-A

            	 	 	 	(2	)	 	$	
              2,285,473.89

            	 	
              July
                2037

            
	
              I-12-B

            	 	 	 	(2	)	 	$	
              2,285,473.89

            	 	
              July
                2037

            
	
              I-13-A

            	 	 	 	(2	)	 	$	
              2,224,150.58

            	 	
              July
                2037

            
	
              I-13-B

            	 	 	 	(2	)	 	$	
              2,224,150.58

            	 	
              July
                2037

            
	
              I-14-A

            	 	 	 	(2	)	 	$	
              2,189,687.56

            	 	
              July
                2037

            
	
              I-14-B

            	 	 	 	(2	)	 	$	
              2,189,687.56

            	 	
              July
                2037

            
	
              I-15-A

            	 	 	 	(2	)	 	$	
              2,141,090.24

            	 	
              July
                2037

            
	
              I-15-B

            	 	 	 	(2	)	 	$	
              2,141,090.24

            	 	
              July
                2037

            
	
              I-16-A

            	 	 	 	(2	)	 	$	
              2,127,070.09

            	 	
              July
                2037

            
	
              I-16-B

            	 	 	 	(2	)	 	$	
              2,127,070.09

            	 	
              July
                2037

            
	
              I-17-A

            	 	 	 	(2	)	 	$	
              2,173,395.05

            	 	
              July
                2037

            
	
              I-17-B

            	 	 	 	(2	)	 	$	
              2,173,395.05

            	 	
              July
                2037

            
	
              I-18-A

            	 	 	 	(2	)	 	$	
              2,254,809.79

            	 	
              July
                2037

            
	
              I-18-B

            	 	 	 	(2	)	 	$	
              2,254,809.79

            	 	
              July
                2037

            
	
              I-19-A

            	 	 	 	(2	)	 	$	
              4,326,926.75

            	 	
              July
                2037

            
	
              I-19-B

            	 	 	 	(2	)	 	$	
              4,326,926.75

            	 	
              July
                2037

            
	
              I-20-A

            	 	 	 	(2	)	 	$	
              4,054,125.41

            	 	
              July
                2037

            
	
              I-20-B

            	 	 	 	(2	)	 	$	
              4,054,125.41

            	 	
              July
                2037

            
	
              I-21-A

            	 	 	 	(2	)	 	$	
              3,602,417.82

            	 	
              July
                2037

            
	
              I-21-B

            	 	 	 	(2	)	 	$	
              3,602,417.82

            	 	
              July
                2037

            
	
              I-22-A

            	 	 	 	(2	)	 	$	
              3,159,379.24

            	 	
              July
                2037

            
	
              I-22-B

            	 	 	 	(2	)	 	$	
              3,159,379.24

            	 	
              July
                2037

            
	
              I-23-A

            	 	 	 	(2	)	 	$	
              1,539,229.76

            	 	
              July
                2037

            
	
              I-23-B

            	 	 	 	(2	)	 	$	
              1,539,229.76

            	 	
              July
                2037

            
	
              I-24-A

            	 	 	 	(2	)	 	$	
              1,376,165.22

            	 	
              July
                2037

            
	
              I-24-B

            	 	 	 	(2	)	 	$	
              1,376,165.22

            	 	
              July
                2037

            
	
              I-25-A

            	 	 	 	(2	)	 	$	
              1,329,691.26

            	 	
              July
                2037

            
	
              I-25-B

            	 	 	 	(2	)	 	$	
              1,329,691.26

            	 	
              July
                2037

            
	
              I-26-A

            	 	 	 	(2	)	 	$	
              1,284,589.24

            	 	
              July
                2037

            
	
              I-26-B

            	 	 	 	(2	)	 	$	
              1,284,589.24

            	 	
              July
                2037

            
	
              I-27-A

            	 	 	 	(2	)	 	$	
              1,241,256.47

            	 	
              July
                2037

            
	
              I-27-B

            	 	 	 	(2	)	 	$	
              1,241,256.47

            	 	
              July
                2037

            
	
              I-28-A

            	 	 	 	(2	)	 	$	
              1,199,432.94

            	 	
              July
                2037

            
	
              I-28-B

            	 	 	 	(2	)	 	$	
              1,199,432.94

            	 	
              July
                2037

            
	
              I-29-A

            	 	 	 	(2	)	 	$	
              1,159,034.04

            	 	
              July
                2037

            
	
              I-29-B

            	 	 	 	(2	)	 	$	
              1,159,034.04

            	 	
              July
                2037

            
	
              I-30-A

            	 	 	 	(2	)	 	$	
              1,120,017.02

            	 	
              July
                2037

            
	
              I-30-B

            	 	 	 	(2	)	 	$	
              1,120,017.02

            	 	
              July
                2037

            
	
              I-31-A

            	 	 	 	(2	)	 	$	
              1,082,323.87

            	 	
              July
                2037

            
	
              I-31-B

            	 	 	 	(2	)	 	$	
              1,082,323.87

            	 	
              July
                2037

            
	
              I-32-A

            	 	 	 	(2	)	 	$	
              1,045,736.89

            	 	
              July
                2037

            
	
              I-32-B

            	 	 	 	(2	)	 	$	
              1,045,736.89

            	 	
              July
                2037

            
	
              I-33-A

            	 	 	 	(2	)	 	$	
              1,010,595.55

            	 	
              July
                2037

            
	
              I-33-B

            	 	 	 	(2	)	 	$	
              1,010,595.55

            	 	
              July
                2037

            
	
              I-34-A

            	 	 	 	(2	)	 	$	
              976,665.16

            	 	
              July
                2037

            
	
              I-34-B

            	 	 	 	(2	)	 	$	
              976,665.16

            	 	
              July
                2037

            
	
              I-35-A

            	 	 	 	(2	)	 	$	
              943,889.79

            	 	
              July
                2037

            
	
              I-35-B

            	 	 	 	(2	)	 	$	
              943,889.79

            	 	
              July
                2037

            
	
              I-36-A

            	 	 	 	(2	)	 	$	
              912,228.61

            	 	
              July
                2037

            
	
              I-36-B

            	 	 	 	(2	)	 	$	
              912,228.61

            	 	
              July
                2037

            
	
              I-37-A

            	 	 	 	(2	)	 	$	
              5,194.89

            	 	
              July
                2037

            
	
              I-37-B

            	 	 	 	(2	)	 	$	
              5,194.89

            	 	
              July
                2037

            
	
              I-38-A

            	 	 	 	(2	)	 	$	
              208,148.11

            	 	
              July
                2037

            
	
              I-38-B

            	 	 	 	(2	)	 	$	
              208,148.11

            	 	
              July
                2037

            
	
              I-39-A

            	 	 	 	(2	)	 	$	
              201,279.16

            	 	
              July
                2037

            
	
              I-39-B

            	 	 	 	(2	)	 	$	
              201,279.16

            	 	
              July
                2037

            
	
              II

            	 	 	 	(2	)	 	$	
              37,735,809.03

            	 	
              July
                2037

            
	
              II-1-A

            	 	 	 	(2	)	 	$	
              1,175,783.14

            	 	
              July
                2037

            
	
              II-1-B

            	 	 	 	(2	)	 	$	
              1,175,783.14

            	 	
              July
                2037

            
	
              II-2-A

            	 	 	 	(2	)	 	$	
              1,315,140.49

            	 	
              July
                2037

            
	
              II-2-B

            	 	 	 	(2	)	 	$	
              1,315,140.49

            	 	
              July
                2037

            
	
              II-3-A

            	 	 	 	(2	)	 	$	
              1,448,471.31

            	 	
              July
                2037

            
	
              II-3-B

            	 	 	 	(2	)	 	$	
              1,448,471.31

            	 	
              July
                2037

            
	
              II-4-A

            	 	 	 	(2	)	 	$	
              1,575,055.75

            	 	
              July
                2037

            
	
              II-4-B

            	 	 	 	(2	)	 	$	
              1,575,055.75

            	 	
              July
                2037

            
	
              II-5-A

            	 	 	 	(2	)	 	$	
              1,692,302.67

            	 	
              July
                2037

            
	
              II-5-B

            	 	 	 	(2	)	 	$	
              1,692,302.67

            	 	
              July
                2037

            
	
              II-6-A

            	 	 	 	(2	)	 	$	
              1,797,079.37

            	 	
              July
                2037

            
	
              II-6-B

            	 	 	 	(2	)	 	$	
              1,797,079.37

            	 	
              July
                2037

            
	
              II-7-A

            	 	 	 	(2	)	 	$	
              1,876,173.69

            	 	
              July
                2037

            
	
              II-7-B

            	 	 	 	(2	)	 	$	
              1,876,173.69

            	 	
              July
                2037

            
	
              II-8-A

            	 	 	 	(2	)	 	$	
              1,825,723.60

            	 	
              July
                2037

            
	
              II-8-B

            	 	 	 	(2	)	 	$	
              1,825,723.60

            	 	
              July
                2037

            
	
              II-9-A

            	 	 	 	(2	)	 	$	
              1,769,083.79

            	 	
              July
                2037

            
	
              II-9-B

            	 	 	 	(2	)	 	$	
              1,769,083.79

            	 	
              July
                2037

            
	
              II-10-A

            	 	 	 	(2	)	 	$	
              1,714,206.81

            	 	
              July
                2037

            
	
              II-10-B

            	 	 	 	(2	)	 	$	
              1,714,206.81

            	 	
              July
                2037

            
	
              II-11-A

            	 	 	 	(2	)	 	$	
              1,665,306.79

            	 	
              July
                2037

            
	
              II-11-B

            	 	 	 	(2	)	 	$	
              1,665,306.79

            	 	
              July
                2037

            
	
              II-12-A

            	 	 	 	(2	)	 	$	
              1,617,643.06

            	 	
              July
                2037

            
	
              II-12-B

            	 	 	 	(2	)	 	$	
              1,617,643.06

            	 	
              July
                2037

            
	
              II-13-A

            	 	 	 	(2	)	 	$	
              1,574,238.84

            	 	
              July
                2037

            
	
              II-13-B

            	 	 	 	(2	)	 	$	
              1,574,238.84

            	 	
              July
                2037

            
	
              II-14-A

            	 	 	 	(2	)	 	$	
              1,549,846.14

            	 	
              July
                2037

            
	
              II-14-B

            	 	 	 	(2	)	 	$	
              1,549,846.14

            	 	
              July
                2037

            
	
              II-15-A

            	 	 	 	(2	)	 	$	
              1,515,449.29

            	 	
              July
                2037

            
	
              II-15-B

            	 	 	 	(2	)	 	$	
              1,515,449.29

            	 	
              July
                2037

            
	
              II-16-A

            	 	 	 	(2	)	 	$	
              1,505,525.92

            	 	
              July
                2037

            
	
              II-16-B

            	 	 	 	(2	)	 	$	
              1,505,525.92

            	 	
              July
                2037

            
	
              II-17-A

            	 	 	 	(2	)	 	$	
              1,538,314.41

            	 	
              July
                2037

            
	
              II-17-B

            	 	 	 	(2	)	 	$	
              1,538,314.41

            	 	
              July
                2037

            
	
              II-18-A

            	 	 	 	(2	)	 	$	
              1,595,939.22

            	 	
              July
                2037

            
	
              II-18-B

            	 	 	 	(2	)	 	$	
              1,595,939.22

            	 	
              July
                2037

            
	
              II-19-A

            	 	 	 	(2	)	 	$	
              3,062,569.68

            	 	
              July
                2037

            
	
              II-19-B

            	 	 	 	(2	)	 	$	
              3,062,569.68

            	 	
              July
                2037

            
	
              II-20-A

            	 	 	 	(2	)	 	$	
              2,869,482.73

            	 	
              July
                2037

            
	
              II-20-B

            	 	 	 	(2	)	 	$	
              2,869,482.73

            	 	
              July
                2037

            
	
              II-21-A

            	 	 	 	(2	)	 	$	
              2,549,767.13

            	 	
              July
                2037

            
	
              II-21-B

            	 	 	 	(2	)	 	$	
              2,549,767.13

            	 	
              July
                2037

            
	
              II-22-A

            	 	 	 	(2	)	 	$	
              2,236,187.40

            	 	
              July
                2037

            
	
              II-22-B

            	 	 	 	(2	)	 	$	
              2,236,187.40

            	 	
              July
                2037

            
	
              II-23-A

            	 	 	 	(2	)	 	$	
              1,089,456.48

            	 	
              July
                2037

            
	
              II-23-B

            	 	 	 	(2	)	 	$	
              1,089,456.48

            	 	
              July
                2037

            
	
              II-24-A

            	 	 	 	(2	)	 	$	
              974,040.50

            	 	
              July
                2037

            
	
              II-24-B

            	 	 	 	(2	)	 	$	
              974,040.50

            	 	
              July
                2037

            
	
              II-25-A

            	 	 	 	(2	)	 	$	
              941,146.54

            	 	
              July
                2037

            
	
              II-25-B

            	 	 	 	(2	)	 	$	
              941,146.54

            	 	
              July
                2037

            
	
              II-26-A

            	 	 	 	(2	)	 	$	
              909,223.63

            	 	
              July
                2037

            
	
              II-26-B

            	 	 	 	(2	)	 	$	
              909,223.63

            	 	
              July
                2037

            
	
              II-27-A

            	 	 	 	(2	)	 	$	
              878,552.99

            	 	
              July
                2037

            
	
              II-27-B

            	 	 	 	(2	)	 	$	
              878,552.99

            	 	
              July
                2037

            
	
              II-28-A

            	 	 	 	(2	)	 	$	
              848,950.58

            	 	
              July
                2037

            
	
              II-28-B

            	 	 	 	(2	)	 	$	
              848,950.58

            	 	
              July
                2037

            
	
              II-29-A

            	 	 	 	(2	)	 	$	
              820,356.50

            	 	
              July
                2037

            
	
              II-29-B

            	 	 	 	(2	)	 	$	
              820,356.50

            	 	
              July
                2037

            
	
              II-30-A

            	 	 	 	(2	)	 	$	
              792,740.52

            	 	
              July
                2037

            
	
              II-30-B

            	 	 	 	(2	)	 	$	
              792,740.52

            	 	
              July
                2037

            
	
              II-31-A

            	 	 	 	(2	)	 	$	
              766,061.56

            	 	
              July
                2037

            
	
              II-31-B

            	 	 	 	(2	)	 	$	
              766,061.56

            	 	
              July
                2037

            
	
              II-32-A

            	 	 	 	(2	)	 	$	
              740,165.55

            	 	
              July
                2037

            
	
              II-32-B

            	 	 	 	(2	)	 	$	
              740,165.55

            	 	
              July
                2037

            
	
              II-33-A

            	 	 	 	(2	)	 	$	
              715,292.74

            	 	
              July
                2037

            
	
              II-33-B

            	 	 	 	(2	)	 	$	
              715,292.74

            	 	
              July
                2037

            
	
              II-34-A

            	 	 	 	(2	)	 	$	
              691,277.04

            	 	
              July
                2037

            
	
              II-34-B

            	 	 	 	(2	)	 	$	
              691,277.04

            	 	
              July
                2037

            
	
              II-35-A

            	 	 	 	(2	)	 	$	
              668,078.85

            	 	
              July
                2037

            
	
              II-35-B

            	 	 	 	(2	)	 	$	
              668,078.85

            	 	
              July
                2037

            
	
              II-36-A

            	 	 	 	(2	)	 	$	
              645,669.28

            	 	
              July
                2037

            
	
              II-36-B

            	 	 	 	(2	)	 	$	
              645,669.28

            	 	
              July
                2037

            
	
              II-37-A

            	 	 	 	(2	)	 	$	
              3,676.91

            	 	
              July
                2037

            
	
              II-37-B

            	 	 	 	(2	)	 	$	
              3,676.91

            	 	
              July
                2037

            
	
              II-38-A

            	 	 	 	(2	)	 	$	
              147,325.84

            	 	
              July
                2037

            
	
              II-38-B

            	 	 	 	(2	)	 	$	
              147,325.84

            	 	
              July
                2037

            
	
              II-39-A

            	 	 	 	(2	)	 	$	
              142,464.04

            	 	
              July
                2037

            
	
              II-39-B

            	 	 	 	(2	)	 	$	
              142,464.04

            	 	
              July
                2037

            
	
              P

            	 	 	 	(3	)	 	$	
              100.00

            	 	
              July
                2037

            


    

    _______________

    
      	
              (1)

            	
              For
                purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
                regulations.

            


    

    
      	
              (2)

            	
              Calculated
                in accordance with the definition of “REMIC I Remittance Rate” herein.

            


    

    


    


     

    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-II Interest 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 REMIC II Remittance Rate, the initial Uncertificated Balance
      and, for purposes of satisfying Treasury regulation Section 1.860G-1(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.

     

    


    


    
      	
              
                Designation

              

            	 	 REMIC
              II
Remittance
              Rate 	 	
              
                Initial

                Uncertificated
                  Balance

              

            	 	
              
                Latest
                  Possible

                Maturity
                  Date(1)

              

            
	
              LT1

            	 	 	 	(2	)	 	$	
              129,265,998.73

            	 	
              July
                2037

            
	
              LTX1-1

            	 	 	 	(2	)	 	$	
              7,432,398.37

            	 	
              July
                2037

            
	
              LTX1-2

            	 	 	 	(2	)	 	$	
              10,936,920.88

            	 	
              July
                2037

            
	
              LTX1-3

            	 	 	 	(2	)	 	$	
              6,028,247.16

            	 	
              July
                2037

            
	
              LTX1-4

            	 	 	 	(2	)	 	$	
              5,787,585.72

            	 	
              July
                2037

            
	
              LTX1-5

            	 	 	 	(2	)	 	$	
              5,919,920.23

            	 	
              July
                2037

            
	
              LTX1-6

            	 	 	 	(2	)	 	$	
              579,695.45

            	 	
              July
                2037

            
	
              LTX1-7

            	 	 	 	(2	)	 	$	
              32,162,557.74

            	 	
              July
                2037

            
	
              LT2

            	 	 	 	(2	)	 	$	
              91,493,676.14

            	 	
              July
                2037

            
	
              LTX1-8

            	 	 	 	(2	)	 	$	
              5,260,601.63

            	 	
              July
                2037

            
	
              LTX1-9

            	 	 	 	(2	)	 	$	
              7,741,079.12

            	 	
              July
                2037

            
	
              LTX1-10

            	 	 	 	(2	)	 	$	
              4,266,752.84

            	 	
              July
                2037

            
	
              LTX1-11

            	 	 	 	(2	)	 	$	
              4,096,414.28

            	 	
              July
                2037

            
	
              LTX1-12

            	 	 	 	(2	)	 	$	
              4,190,079.77

            	 	
              July
                2037

            
	
              LTX1-13

            	 	 	 	(2	)	 	$	
              410,304.55

            	 	
              July
                2037

            
	
              LTX1-14

            	 	 	 	(2	)	 	$	
              22,764,442.26

            	 	
              July
                2037

            
	
              LTP

            	 	 	 	(3	)	 	$	
              100.00

            	 	
              July
                2037

            
	
              LTIO

            	 	 	 	(2	)	 	 	(4)            
              	 	
              July
                2037

            


    

    _______________

    
      	
              (1)

            	
              For
                purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
                regulations.

            


    

    
      	
              (2)

            	
              Calculated
                in accordance with the definition of “REMIC II Remittance Rate”
                herein.

            


    

    
      	
              (3)

            	
              REMIC
                II Regular Interest LTP will also be entitled to 100% of the Prepayment
                Charges.

            


    

    
      	
              (4)

            	
              REMIC
                II Regular Interest LTIO will not have an Uncertificated Balance,
                but will
                accrue interest on its Uncertificated Notional
                Amount.

            


    

    


    


    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 III.”  The Class R-III Interest 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 REMIC III Remittance Rate, the initial Uncertificated Balance
      and, for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii),
      the “latest possible maturity date” for each of the REMIC III Regular Interests
      (as defined herein).  None of the REMIC III Regular Interests will be
      certificated.

     

    


    


    
      	
              
                Designation

              

            	 	 	
              REMIC
                III

              
                Remittance
                  Rate 

              

            	 	
              
                Initial

                Uncertificated
                  Balance

              

            	 	
              
                Latest
                  Possible

                Maturity
                  Date(1)

              

            
	
              LTAA

            	 	 	 	(2	)	 	$	
              165,784,970.69

            	 	
              July
                2037

            
	
              LTA1

            	 	 	 	(2	)	 	$	
              743,415.00

            	 	
              July
                2037

            
	
              LTA2A

            	 	 	 	(2	)	 	$	
              324,030.00

            	 	
              July
                2037

            
	
              LTA2B

            	 	 	 	(2	)	 	$	
              164,160.00

            	 	
              July
                2037

            
	
              LTA2C

            	 	 	 	(2	)	 	$	
              37,995.00

            	 	
              July
                2037

            
	
              LTM1

            	 	 	 	(2	)	 	$	
              49,060.00

            	 	
              July
                2037

            
	
              LTM2

            	 	 	 	(2	)	 	$	
              40,600.00

            	 	
              July
                2037

            
	
              LTM3A

            	 	 	 	(2	)	 	$	
              32,535.00

            	 	
              July
                2037

            
	
              LTM3B

            	 	 	 	(2	)	 	$	
              41,900.00

            	 	
              July
                2037

            
	
              LTM4

            	 	 	 	(2	)	 	$	
              23,685.00

            	 	
              July
                2037

            
	
              LTM5

            	 	 	 	(2	)	 	$	
              32,985.00

            	 	
              July
                2037

            
	
              LTM6

            	 	 	 	(2	)	 	$	
              26,225.00

            	 	
              July
                2037

            
	
              LTM7

            	 	 	 	(2	)	 	$	
              17,760.00

            	 	
              July
                2037

            
	
              LTM8

            	 	 	 	(2	)	 	$	
              12,690.00

            	 	
              July
                2037

            
	
              LTM9

            	 	 	 	(2	)	 	$	
              24,530.00

            	 	
              July
                2037

            
	
              LTZZ

            	 	 	 	(2	)	 	$	
              1,811,796.75

            	 	
              July
                2037

            
	
              LT1SUB

            	 	 	 	(2	)	 	$	
              4,943.03

            	 	
              July
                2037

            
	
              LT1GRP

            	 	 	 	(2	)	 	$	
              19,811.34

            	 	
              July
                2037

            
	
              LT2SUB

            	 	 	 	(2	)	 	$	
              3,498.64

            	 	
              July
                2037

            
	
              LT2GRP

            	 	 	 	(2	)	 	$	
              14,022.34

            	 	
              July
                2037

            
	
              LTXX

            	 	 	 	(2	)	 	$	
              169,126,062.09

            	 	
              July
                2037

            
	
              LTX1(1)

            	 	 	 	(2	)	 	 	(4	)	
              July
                2037

            
	
              LTX1(2)

            	 	 	 	(2	)	 	 	(4	)	
              July
                2037

            
	
              LTP

            	 	 	 	(3	)	 	$	
              100.00

            	 	
              July
                2037

            
	
              LTIO

            	 	 	 	(2	)	 	 	(5	)	
              July
                2037

            


    

    _______________

    
      	
              (1)

            	
              For
                purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
                regulations.

            


    

    
      	
              (2)

            	
              Calculated
                in accordance with the definition of “REMIC II Remittance Rate”
                herein.

            


    

    
      	
              (3)

            	
              REMIC
                II Regular Interest LTP will also be entitled to 100% of the Prepayment
                Charges.

            


    

    
      	
              (4)

            	
              REMIC
                II Regular Interest LTX1 will not have an Uncertificated Balance,
                but will
                accrue interest on its Uncertificated Notional
                Amount.

            


    

    
      	
              (5)

            	
              REMIC
                II Regular Interest LTIO will not have an Uncertificated Balance,
                but will
                accrue interest on its Uncertificated Notional
                Amount.

            


    

    


    REMIC
      IV

     

    As
      provided herein, the Trust Administrator will elect to treat the segregated
      pool
      of assets consisting of the REMIC III Regular Interests 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-1(a)(4)(iii), the “latest possible maturity date” for the indicated
      Classes of Certificates, the Class CE Interest, the Class IO Interest and the
      Class P Interest, which are uncertificated.

     

    
      	
              
                Designation

              

            	 	
              
                Pass-Through
                  Rate

              

            	 	
              
                Initial
                  Aggregate Certificate Principal Balance

              

            	 	
              
                Latest
                  Possible

                Maturity
                  Date(1)

              

            
	
              Class
                A-1

            	 	
              Variable(2)

            	 	$	
              148,683,000.00

            	 	
              July
                2037

            
	
              Class
                A-2A

            	 	
              Variable(2)

            	 	$	
              64,806,000.00

            	 	
              July
                2037

            
	
              Class
                A-2B

            	 	
              Variable(2)

            	 	$	
              32,832,000.00

            	 	
              July
                2037

            
	
              Class
                A-2C

            	 	
              Variable(2)

            	 	$	
              7,599,000.00

            	 	
              July
                2037

            
	
              Class
                X-1

            	 	
              Variable(2)

            	 	 	(3)          
              	 	
              July
                2037

            
	
              Class
                M-1

            	 	
              Variable(2)

            	 	$	
              9,812,000.00

            	 	
              July
                2037

            
	
              Class
                M-2

            	 	
              Variable(2)

            	 	$	
              8,120,000.00

            	 	
              July
                2037

            
	
              Class
                M-3A

            	 	
              Variable(2)

            	 	$	
              6,507,000.00

            	 	
              July
                2037

            
	
              Class
                M-3B

            	 	
              Variable(2)

            	 	$	
              8,380,000.00

            	 	
              July
                2037

            
	
              Class
                M-4

            	 	
              Variable(2)

            	 	$	
              4,737,000.00

            	 	
              July
                2037

            
	
              Class
                M-5

            	 	
              Variable(2)

            	 	$	
              6,597,000.00

            	 	
              July
                2037

            
	
              Class
                M-6

            	 	
              Variable(2)

            	 	$	
              5,245,000.00

            	 	
              July
                2037

            
	
              Class
                M-7

            	 	
              Variable(2)

            	 	$	
              3,552,000.00

            	 	
              July
                2037

            
	
              Class
                M-8

            	 	
              Variable(2)

            	 	$	
              2,538,000.00

            	 	
              July
                2037

            
	
              Class
                M-9

            	 	
              Variable(2)

            	 	$	
              4,906,000.00

            	 	
              July
                2037

            
	
              Class
                CE Interest

            	 	
              Variable(4)

            	 	$	
              24,022,674.87

            	 	
              July
                2037

            
	
              Class
                P Interest

            	 	
              (5)

            	 	$	
              100.00

            	 	
              July
                2037

            
	
              Class
                IO Interest

            	 	
              (6)

            	 	 	 	 	
              July
                2037

            


    

    _______________

    
      	
              (1)

            	
              For
                purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
                regulations.

            


    

    
      	
              (2)

            	
              Calculated
                in accordance with the definition of “Pass-Through Rate”
                herein.

            


    

    
      	
              (3)

            	
              The
                Class X-1 Certificates will not have a Certificate Principal Balance
                but
                will accrue interest on their Notional
                Amount.

            


    

    
      	
              (4)

            	
              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
                III Regular Interests (other than REMIC III Regular Interest
                LTP).  The Class CE Interest will not accrue interest on their
                Certificate Principal Balance.

            


    

    
      	
              (5)

            	
              The
                Class P Interest will not accrue interest, but will  be entitled
                to 100% of the Prepayment Charges.

            


    

    
      	
              (6)

            	
              The
                Class IO 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 LTIO.

            


    

     

    


    REMIC
      V

    


    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
      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-1(a)(4)(iii), the
      “latest possible maturity date” for the indicated Class of
      Certificates.

     

    
      	
              
                Designation

              

            	 	
              
                Pass-Through
                  Rate

              

            	 	
              
                Initial
                  Aggregate Certificate Principal Balance

              

            	 	
              
                Latest
                  Possible

                Maturity
                  Date(1)

              

            
	
              Class
                CE Certificates

            	 	
              Variable(2)

            	 	$	
              24,022,674.87

            	 	
              July
                2037

            


    

    _______________

    
      	
              (1)

            	
              For
                purposes of Section 1.860G-1(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.

            


    

    


    


    


    REMIC
      VI

    


    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
      VI.”  The Class R-V Interest 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-1(a)(4)(iii), the
      “latest possible maturity date” for the indicated Class of
      Certificates.

     

    
      	
              
                Designation

              

            	 	
              
                Pass-Through
                  Rate

              

            	 	
              
                Initial
                  Aggregate Certificate Principal Balance

              

            	 	
              
                Latest
                  Possible

                Maturity
                  Date(1)

              

            
	
              Class
                P Certificates

            	 	
              Variable(2)

            	 	$	
              100.00

            	 	
              July
                2037

            


    

    _______________

    
      	
              (1)

            	
              For
                purposes of Section 1.860G-1(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.

            


    

     

    


    REMIC
      VII

     

    As
      provided herein, the Trust Administrator will elect to treat the segregated
      pool
      of assets consisting of the Class IO Interest as a REMIC for federal income
      tax
      purposes, and such segregated pool of assets will be designated as “REMIC
      VII.”  The Class R-VI Interest will evidence the sole class of
“residual interests” in REMIC VII 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-1(a)(4)(iii), the “latest possible maturity date” for the indicated REMIC
      VI Regular Interest, which will be uncertificated.

     

    
      	
              
                Designation

              

            	
              
                Pass-Through
                  Rate

              

            	
              
                Initial
                  Aggregate Certificate Principal Balance

              

            	
              
                Latest
                  Possible

                Maturity
                  Date(1)

              

            
	
              SWAP
                IO

            	
              Variable(2)

            	
              N/A

            	
              July
                2037

            


    

    _______________

    
      	
              (1)

            	
              For
                purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
                regulations.

            


    

    
      	
              (2)

            	
              REMIC
                VII Regular Interest SWAP IO will receive 100% of amounts received
                in
                respect of the Class IO Interest.

            


    

     

    As
      of the
      Cut-off Date, the Group I Mortgage Loans had an aggregate Stated Principal
      Balance equal to $198,113,424.29 and the Group II Mortgage Loans had an
      aggregate Stated Principal Balance equal to $140,223,350.58.

     

    In
      consideration of the mutual agreements herein contained, the Depositor, the
      Servicer, the Trust Administrator and the Trustee agree as follows:

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    ARTICLE
      I

     

    DEFINITIONS

     

    
      	
              SECTION
                1.01                   
                  

            	
              Defined
                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 the Originator
      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 its behalf) on or prior to the related
      Determination 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 payable or reimbursable to the Servicer,
      the Trustee, the Trust Administrator, the Custodian and amounts payable to
      the
      Interest Rate Swap Provider (other than any Swap Termination Payment owed to
      the
      Interest Rate Swap Provider resulting from a Swap Provider Trigger Event),
      (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 and (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.

     

    “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.

     

    “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 11 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, the Class CE Certificates and the Class P
      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 South Carolina, the State of Missouri, the State of Iowa, 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.

     

     “Cash-out
      Refinancing”: 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”:
      Any one of the Citigroup Mortgage Loan Trust 2007-WFHE4, Asset-Backed
      Pass-Through Certificates, Series 2007-WFHE4, 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 and the Class X-1 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 and the Class X-1
      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 and the Class X-1 Certificates) of such Class of Certificates
      as of
      the Closing Date.

     

    “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 whether 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 through 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 the Person in whose name a Certificate is
      registered in the Certificate Register.

     

    “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 III Regular Interest as follows:

     

     

    
      	
              
                Class

              

            	 	
              
                REMIC
                  II Regular Interest

              

            	 	
              
                Certificate
                  Margin

              

            
	 	 	 	 	
              
                (1)

              

            	 	
              
                (2)

              

            
	
              A-1

            	 	
              LTA1

            	 	
              1.000%

            	 	
              2.000%

            
	
              A-2A

            	 	
              LTA2A

            	 	
              0.900%

            	 	
              1.800%

            
	
              A-2B

            	 	
              LTA2B

            	 	
              1.050%

            	 	
              2.100%

            
	
              A-2C

            	 	
              LTA2C

            	 	
              1.300%

            	 	
              2.600%

            
	
              X-1

            	 	
              LTX1

            	 	
              0.600%

            	 	
              0.600%

            
	
              M-1

            	 	
              LTM1

            	 	
              1.650%

            	 	
              2.475%

            
	
              M-2

            	 	
              LTM2

            	 	
              2.150%

            	 	
              3.225%

            
	
              M-3A

            	 	
              LTM3A

            	 	
              2.500%

            	 	
              3.750%

            
	
              M-3B

            	 	
              LTM3B

            	 	
              1.000%

            	 	
              1.500%

            
	
              M-4

            	 	
              LTM4

            	 	
              2.500%

            	 	
              3.750%

            
	
              M-5

            	 	
              LTM5

            	 	
              2.500%

            	 	
              3.750%

            
	
              M-6

            	 	
              LTM6

            	 	
              2.500%

            	 	
              3.750%

            
	
              M-7

            	 	
              LTM7

            	 	
              2.500%

            	 	
              3.750%

            
	
              M-8

            	 	
              LTM8

            	 	
              2.500%

            	 	
              3.750%

            
	
              M-9

            	 	
              LTM9

            	 	
              2.500%

            	 	
              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.

     

    “Certificate
      Owner”: With respect to a Book-Entry Certificate, the Person who is the
      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 (other than
      the Class X-1 Certificates) 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 III Regular Interests over (B) the then
      aggregate Certificate Principal Balance of the Floating Rate Certificates and
      the Class P Certificates.

     

    “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.

     

    “Citibank”:
      Citibank, N.A.

     

    “Class”:
      Collectively, all of the Certificates bearing the same class
      designation.

     

    “Class
      A-1 Certificates”:  Any one of the Class A-1 Certificates executed,
      authenticated and delivered by the Trust Administrator, substantially in the
      form annexed hereto as Exhibit A-1 and evidencing (1) a Regular Interest in
      REMIC IV for purposes of the REMIC Provisions, (2) the right to receive the
      related Net WAC Rate Carryover Amount, (3) the obligation to pay any Class
      IO
      Distribution Amount and (4) the obligation to pay any Class X-1 Distribution
      Amount.

     

    “Class
      A-2A Certificates”:  Any one 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 (1) a Regular Interest in
      REMIC IV for purposes of the REMIC Provisions, (2) the right to receive the
      related Net WAC Rate Carryover Amount, (3) the obligation to pay any Class
      IO
      Distribution Amount and (4) the obligation to pay any Class X-1 Distribution
      Amount.

     

    “Class
      A-2B Certificates”:  Any one of the Class A-2B Certificates executed,
      authenticated and delivered by the Trust Administrator, substantially in the
      form annexed hereto as Exhibit A-3 and evidencing (1) a Regular Interest in
      REMIC IV for purposes of the REMIC Provisions, (2) the right to receive the
      related Net WAC Rate Carryover Amount, (3) the obligation to pay any Class
      IO
      Distribution Amount and (4) the obligation to pay any Class X-1 Distribution
      Amount.

     

    “Class
      A-2C Certificates”:  Any one of the Class A-2C Certificates executed,
      authenticated and delivered by the Trust Administrator, substantially in the
      form annexed hereto as Exhibit A-4 and evidencing (1) a Regular Interest in
      REMIC IV for purposes of the REMIC Provisions, (2) the right to receive the
      related Net WAC Rate Carryover Amount, (3) the obligation to pay any Class
      IO
      Distribution Amount and (4) the obligation to pay any Class X-1 Distribution
      Amount.

     

    “Class
      A
      Certificates”: Collectively, the Class A-1 Certificates, the Class A-2A
      Certificates, the Class A-2B Certificates and the Class A-2C
      Certificates.

     

    “Class
      CE
      Certificates”:  Any one 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 (1) a Regular Interest in
      REMIC V for purposes of the REMIC Provisions, (2) the obligation to pay Net
      WAC
      Rate Carryover Amounts, (3) the obligation to pay any Class IO Distribution
      Amount and (4) the obligation to pay any Class X-1 Distribution
      Amount.

     

    “Class
      CE
      Interest”:  An uncertificated interest in the Trust Fund held by the
      Trustee 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-1 Certificates”:  Any one of the Class M-1 Certificates executed,
      authenticated and delivered by the Trust Administrator, substantially in the
      form annexed hereto as Exhibit A-6 and evidencing (1) a Regular Interest in
      REMIC IV for purposes of the REMIC Provisions, (2) the right to receive the
      related Net WAC Rate Carryover Amount, (3) the obligation to pay any Class
      IO
      Distribution Amount and (4) the obligation to pay any Class X-1 Distribution
      Amount.

     

    “Class
      M-1 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-1 Certificates immediately prior to such Distribution Date over (y) the lesser
      of (A) the product of (i) 55.90% 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) the Overcollateralization Floor.

     

    “Class
      M-2 Certificates”:  Any one of the Class M-2 Certificates executed,
      authenticated and delivered by the Trust Administrator, substantially in the
      form annexed hereto as Exhibit A-7 and evidencing (1) a Regular Interest in
      REMIC IV for purposes of the REMIC Provisions, (2) the right to receive the
      related Net WAC Rate Carryover Amount, (3) the obligation to pay any Class
      IO
      Distribution Amount and (4) the obligation to pay any Class X-1 Distribution
      Amount.

     

    “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-1
      Certificates immediately prior to such Distribution Date (after taking into
      account the distribution of the Class M-1 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) 60.70% 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) the Overcollateralization Floor.

     

    “Class
      M-3 Certificates”: Collectively, the Class M-3A Certificates and the Class M-3B
      Certificates.

     

    “Class
      M-3A Certificates”:  Any one of the Class M-3A Certificates executed,
      authenticated and delivered by the Trust Administrator, substantially in the
      form annexed hereto as Exhibit A-8 and evidencing (1) a Regular Interest in
      REMIC IV for purposes of the REMIC Provisions, (2) the right to receive the
      related Net WAC Rate Carryover Amount, (3) the obligation to pay any Class
      IO
      Distribution Amount and (4) the obligation to pay any Class X-1 Distribution
      Amount.

     

    “Class
      M-3B Certificates”:  Any one of the Class M-3B Certificates executed,
      authenticated and delivered by the Trust Administrator, substantially in the
      form annexed hereto as Exhibit A-9 and evidencing (1) a Regular Interest in
      REMIC IV for purposes of the REMIC Provisions, (2) the right to receive the
      related Net WAC Rate Carryover Amount, (3) the obligation to pay any Class
      IO
      Distribution Amount and (4) the obligation to pay any Class X-1 Distribution
      Amount.

     

    “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-1
      Certificates immediately prior to such Distribution Date (after taking into
      account the distribution of the Class M-1 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) 69.50% 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) the Overcollateralization Floor.

     

    “Class
      M-4 Certificates”:  Any one of the Class M-4 Certificates executed,
      authenticated and delivered by the Trust Administrator, substantially in the
      form annexed hereto as Exhibit A-10 and evidencing (1) a Regular Interest in
      REMIC IV for purposes of the REMIC Provisions, (2) the right to receive the
      related Net WAC Rate Carryover Amount, (3) the obligation to pay any Class
      IO
      Distribution Amount and (4) the obligation to pay any Class X-1 Distribution
      Amount.

     

    “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-1
      Certificates immediately prior to such Distribution Date (after taking into
      account the distribution of the Class M-1 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) 72.30% 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) the Overcollateralization Floor.

     

    “Class
      M-5 Certificates”:  Any one of the Class M-5 Certificates executed,
      authenticated and delivered by the Trust Administrator, substantially in the
      form annexed hereto as Exhibit A-11 and evidencing (1) a Regular Interest in
      REMIC IV for purposes of the REMIC Provisions, (2) the right to receive the
      related Net WAC Rate Carryover Amount, (3) the obligation to pay any Class
      IO
      Distribution Amount and (4) the obligation to pay any Class X-1 Distribution
      Amount.

     

    “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-1
      Certificates immediately prior to such Distribution Date (after taking into
      account the distribution of the Class M-1 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) 76.20% 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) the Overcollateralization Floor.

     

    “Class
      M-6 Certificates”:  Any one of the Class M-6 Certificates executed,
      authenticated and delivered by the Trust Administrator, substantially in the
      form annexed hereto as Exhibit A-12 and evidencing (1) a Regular Interest in
      REMIC IV for purposes of the REMIC Provisions, (2) the right to receive the
      related Net WAC Rate Carryover Amount, (3) the obligation to pay any Class
      IO
      Distribution Amount and (4) the obligation to pay any Class X-1 Distribution
      Amount.

     

    “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-1
      Certificates immediately prior to such Distribution Date (after taking into
      account the distribution of the Class M-1 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) 79.30% 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) the Overcollateralization Floor.

     

    “Class
      M-7 Certificates”:  Any one of the Class M-7 Certificates executed,
      authenticated and delivered by the Trust Administrator, substantially in the
      form annexed hereto as Exhibit A-13 and evidencing (1) a Regular Interest in
      REMIC IV for purposes of the REMIC Provisions, (2) the right to receive the
      related Net WAC Rate Carryover Amount, (3) the obligation to pay any Class
      IO
      Distribution Amount and (4) the obligation to pay any Class X-1 Distribution
      Amount.

     

    “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-1
      Certificates immediately prior to such Distribution Date (after taking into
      account the distribution of the Class M-1 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) 81.40% 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) the Overcollateralization Floor.

     

    “Class
      M-8 Certificates”:  Any one of the Class M-8 Certificates executed,
      authenticated and delivered by the Trust Administrator, substantially in the
      form annexed hereto as Exhibit A-14 and evidencing (1) a Regular Interest in
      REMIC IV for purposes of the REMIC Provisions, (2) the right to receive the
      related Net WAC Rate Carryover Amount, (3) the obligation to pay any Class
      IO
      Distribution Amount and (4) the obligation to pay any Class X-1 Distribution
      Amount.

     

    “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-1
      Certificates immediately prior to such Distribution Date (after taking into
      account the distribution of the Class M-1 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) 82.90% 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) the Overcollateralization Floor.

     

    “Class
      M-9 Certificates”:  Any one of the Class M-9 Certificates executed,
      authenticated and delivered by the Trust Administrator, substantially in the
      form annexed hereto as Exhibit A-15 and evidencing (1) a Regular Interest in
      REMIC IV for purposes of the REMIC Provisions, (2) the right to receive the
      related Net WAC Rate Carryover Amount, (3) the obligation to pay any Class
      IO
      Distribution Amount and (4) the obligation to pay any Class X-1 Distribution
      Amount.

     

    “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-1
      Certificates immediately prior to such Distribution Date (after taking into
      account the distribution of the Class M-1 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) 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) 85.80% 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) the Overcollateralization Floor.

     

    “Class
      P
      Certificate”: Any one 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 VI for purposes
      of
      the REMIC Provisions.

     

    “Class
      P
      Interest”:  An uncertificated interest in the Trust Fund held by the
      Trustee on behalf of the Holders of the Class P Certificates, evidencing a
      Regular Interest in REMIC IV for purposes of the REMIC Provisions.

     

    “Class
      R
      Certificate”: Any one 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-I Interest, the
      Class R-II Interest,  the Class R-III Interest and the Class R-IV
      Interest.

     

    “Class
      R-I Interest”: The uncertificated Residual Interest in REMIC I.

     

    “Class
      R-II Interest”: The uncertificated Residual Interest in REMIC II.

     

    “Class
      R-III Interest”: The uncertificated Residual Interest in REMIC III.

     

    “Class
      R-IV Interest”: The uncertificated Residual Interest in REMIC IV.

     

    “Class
      R-V Interest”: The uncertificated Residual Interest in REMIC V.

     

    “Class
      R-VI Interest”: The uncertificated Residual Interest in REMIC VI.

     

    “Class
      R-VII Interest”: The uncertificated Residual Interest in REMIC VII.

     

    “Class
      R-X Certificate”: Any one 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-V Interest,
      the Class R-VI Interest and the Class R-VII Interest.

     

    “Class
      X-1 Certificates”:  Any one of the Class X-1 Certificates executed,
      authenticated and delivered by the Trust Administrator, substantially in the
      form annexed hereto as Exhibit A-5 and evidencing (1) a Regular Interest in
      REMIC IV for purposes of the REMIC Provisions, (2) the right to receive the
      related Net WAC Rate Carryover Amount and (3) the obligation to pay any Class
      IO
      Distribution Amount.

     

    “Class
      X-1 Distribution Amount”: An amount equal to the excess, if any, of (i) the
      amount payable on such Distribution Date to the Class X-1 Certificates pursuant
      to the definition of “Class X-1 Pass-Through Rate”, as defined herein over (ii)
      the aggregate amount payable on such Distribution Date to REMIC III Regular
      Interest LTX1(1) and REMIC III Regular Interest LTX1(2).

    


     

    “Class
      X-1 Expense Fee Rate”: With respect to any Distribution Date, a per annum rate
      equal to the product of (i) the Pass-Through Rate for the Class X-1 Certificates
      for such Distribution Date and (ii) a fraction, the numerator of which is the
      Notional Amount for the Class X-1 Certificates for such Distribution Date,
      and
      the denominator of which is the aggregate Stated Principal Balance of the
      Mortgage Loans.

     

    “Closing
      Date”:  October 31, 2007.

     

    “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 of Citigroup Mortgage Loan Trust 2007-WFHE4,
      Asset-Backed Pass-Through Certificates, Series 2007-WFHE4,” 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 III Regular Interest, the Class of
      Regular Certificates listed below:

     

    
      	
              
                REMIC
                  III Regular Interest

              

               

            	 	
              
                Class

              

               

            
	
              LTA1

            	 	
              Class
                A-1

            
	
              LTA2A

            	 	
              Class
                A-2A

            
	
              LTA2B

            	 	
              Class
                A-2B

            
	
              LTA2C

            	 	
              Class
                A-2C

            
	
              LTX1(1)

            	 	
              Class
                X-1

            
	
              LTX1(2)

            	 	
              Class
                X-1

            
	
              LTM1

            	 	
              Class
                M-1

            
	
              LTM2

            	 	
              Class
                M-2

            
	
              LTM3A

            	 	
              Class
                M-3A

            
	
              LTM3B

            	 	
              Class
                M-3B

            
	
              LTM4

            	 	
              Class
                M-4

            
	
              LTM5

            	 	
              Class
                M-5

            
	
              LTM6

            	 	
              Class
                M-6

            
	
              LTM7

            	 	
              Class
                M-7

            
	
              LTM8

            	 	
              Class
                M-8

            
	
              LTM9

            	 	
              Class
                M-9

            
	
              LTP

            	 	
              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, 14th Floor,
      New York
      New York 10013, 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: Structured Finance/CMLTI 2007-WFHE4, 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., 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; provided, however, the aggregate fee
      paid to the Credit Risk Manager shall not be less than $2,500 on any
      Distribution Date.

     

    “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 Wells Fargo
      Bank, National Association.  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, October 1, 2007. With
      respect to all Qualified Substitute Mortgage Loans, their respective dates
      of
      substitution. References herein to the “Cut-off Date,” when used with respect to
      more than one Mortgage Loan, shall be to the respective Cut-off Dates 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 defined in Section 5.01(b).

     

    “Deleted
      Mortgage Loan”: A Mortgage Loan replaced or to be replaced by a Qualified
      Substitute Mortgage Loan.

     

    “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, in bankruptcy (and delinquent 60 days or more)
      or
      any Mortgage Loan  that has been modified in the previous 12 months,
      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 Exchange
      Act.

     

    “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-1 by Moody’s, R-1 by DBRS and A-1 by S&P) by the
      Rating Agencies (or a comparable rating if S&P, Moody’s and DBRS are not the
      Rating Agencies).

     

    “Depository
      Participant”: A broker, dealer, bank or other financial 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 1 of the Code (including the
      tax
      imposed by Section 511 of the Code on unrelated business taxable income), (iv)
      rural electric and telephone cooperatives described in Section 1381(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 3.10(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 2007-WFHE4,
      Asset-Backed Pass-Through Certificates, Series 2007-WFHE4.” 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
      November 2007.

     

    “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.

     

    “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; provided, that following a downgrade, withdrawal, or suspension
      of
      any such Depository Institution’s rating below A-2 by S&P, such account
      shall promptly (and in any case within not more than 30 calendar days) be moved
      to one or more segregated trust accounts in the trust department of such
      institution, or to an account at another institution that complies with the
      above requirements, (ii) 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 (iii) 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.  Notwithstanding Section 11.01, this Agreement may be
      amended to reduce the rating requirements in clause (i) above, without the
      consent of any of the Certificateholders, provided that the Person requesting
      such amendment obtains a letter from each Rating Agency stating that such
      amendment would not result in the downgrading or withdrawal of the respective
      ratings then assigned to the Certificates.

     

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

     

    “Estate
      in Real Property”: A fee simple estate in a parcel of land.

     

    “Estimated
      Swap Termination Payment”:  As defined in the Interest 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 the Depositor, or
      the Credit Risk Manager 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, the Class X-1
      Certificates and the Mezzanine Certificates.

     

    “Floating
      Swap Payment”: With respect to any Distribution Date, a floating amount equal to
      the product of (i) Swap LIBOR, (ii) the related Swap Notional Amount (as defined
      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 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 (other than the Class X-1 Certificates), the lesser of (i)
      One-Month LIBOR plus the related Certificate Margin and (ii) the related Maximum
      Cap Rate. With respect to any Distribution Date and the Class X-1 Certificates,
      the lesser of (i) One-Month LIBOR plus the related Certificate Margin and (ii)
      6.00% per annum.

     

    “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-1 Certificates.

     

    “Group
      I
      Class X-1 Allocation Percentage”: With respect to any Distribution Date, the
      percentage equivalent of a fraction, the numerator of which is the Group I
      Interest Remittance Amount and the denominator of which is the sum of (x) the
      Group I Interest Remittance Amount and (y) the Group II Interest Remittance
      Amount.

     

    “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
      Overcollateralization Floor”: With respect to any Distribution Date and the
      Group I Certificates, an amount equal to 4.45% of the aggregate Stated Principal
      Balance of the Group I Mortgage Loans as of the Cut-off Date.

     

    “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, that
      portion of the Available Distribution Amount consisting of 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 in the Collection Account in connection with the
      substitution of a Deleted Mortgage Loan pursuant to Section 2.03 during the
      related Prepayment Period; (iii) the principal portion of all other unscheduled
      collections (including, without limitation, Principal Prepayments, Insurance
      Proceeds, Liquidation Proceeds, Subsequent Recoveries and REO Principal
      Amortization) received on the Group I Mortgage Loans during the related
      Prepayment Period, net of any portion thereof that represents a recovery of
      principal for which an Advance was made by the Servicer pursuant to Section
      4.03
      in respect of a preceding Distribution Date and (iv) the Group I Allocation
      Percentage of any Overcollateralization Increase Amount for such Distribution
      Date minus (v) the Group I Allocation Percentage of any Overcollateralization
      Reduction Amount for such Distribution Date.  In no event will the
      Principal Distribution Amount with respect to any Distribution Date be (x)
      less
      than zero or (y) greater than the then outstanding aggregate Certificate
      Principal Balance of the Floating Rate Certificates.

     

    “Group
      I
      Principal Remittance Amount”: For any Distribution Date, that portion of the
      Available Distribution Amount equal to the sum of the amounts set forth in
      (i)
      through (iii) of the definition of Group I Principal Distribution
      Amount.

     

    “Group
      I
      Senior Principal Distribution Amount”:  With respect to any
      Distribution Date, the excess of (x) the aggregate Certificate Principal Balance
      of the Group I Certificates immediately prior to such Distribution Date over
      (y)
      the lesser of (A) the product of (i) 50.10% and (ii) the aggregate Stated
      Principal Balance of the Group I 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 Group I 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) Group I Overcollateralization Floor.

     

    “Group
      II
      Allocation Percentage”: With respect to the Group II Certificates and any
      Distribution Date, the percentage equivalent of a fraction, the numerator of
      which is (x) the Group II Principal Remittance Amount for such Distribution
      Date
      and the denominator of which is (y) the Principal Remittance Amount for such
      Distribution Date.

     

    “Group
      II
      Certificates”: The Class A-2A Certificates, the Class A-2B Certificates and the
      Class A-2C Certificates.

     

    “Group
      II
      Class X-1 Allocation Percentage”: With respect to any Distribution Date, the
      percentage equivalent of a fraction, the numerator of which is the Group II
      Interest Remittance Amount and the denominator of which is the sum of (x) the
      Group I Interest Remittance Amount and the Group II Interest Remittance
      Amount.

     

    “Group
      II
      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 II Mortgage Loans and Compensating
      Interest Payments on the Group II Mortgage Loans (net of Servicing Fees and
      Credit Risk Manager Fees).

     

    “Group
      II
      Overcollateralization Floor”: With respect to any Distribution Date and the
      Group II Certificates, an amount equal to 4.45% of the aggregate Stated
      Principal Balance of the Group II Mortgage Loans as of the Cut-off
      Date.

     

     “Group
      II Mortgage Loan”:  A Mortgage Loan assigned to Loan Group
      II.  All Group II Mortgage Loans have a principal balance at
      origination that conforms to Fannie Mae loan limits.

     

    “Group
      II
      Principal Distribution Amount”: With respect to any Distribution Date, that
      portion of the Available Distribution Amount consisting of the sum of (i) the
      principal portion of each Monthly Payment due on the Group II 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
      II
      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 in the Collection Account in connection with the
      substitution of a Deleted Mortgage Loan pursuant to Section 2.03 during the
      related Prepayment Period; (iii) the principal portion of all other unscheduled
      collections (including, without limitation, Principal Prepayments, Insurance
      Proceeds, Liquidation Proceeds, Subsequent Recoveries and REO Principal
      Amortization) received on the Group II Mortgage Loans during the related
      Prepayment Period, net of any portion thereof that represents a recovery of
      principal for which an Advance was made by the Servicer pursuant to Section
      4.03
      in respect of a preceding Distribution Date and (iv) the Group II Allocation
      Percentage of any Overcollateralization Increase Amount for such Distribution
      Date minus (v) the Group II Allocation Percentage of any Overcollateralization
      Reduction Amount for such Distribution Date.  In no event will the
      Principal Distribution Amount with respect to any Distribution Date be (x)
      less
      than zero or (y) greater than the then outstanding aggregate Certificate
      Principal Balance of the Floating Rate Certificates.

     

    “Group
      II
      Principal Remittance Amount”: For any Distribution Date, that portion of the
      Available Distribution Amount equal to the sum of the amounts set forth in
      (i)
      through (iii) of the definition of Group II Principal Distribution
      Amount.

     

    “Group
      II
      Senior Principal Distribution Amount”:  With respect to any
      Distribution Date, the excess of (x) the aggregate Certificate Principal Balance
      of the Group II Certificates immediately prior to such Distribution Date over
      (y) the lesser of (A) the product of (i) 50.10% and (ii) the aggregate Stated
      Principal Balance of the Group I 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 Group II 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) the Group II Overcollateralization Floor.

     

    “Highest
      Priority”:  As of any date of determination, the Class of Mezzanine
      Certificates then outstanding with a Certificate Principal Balance greater
      than
      zero, with the highest priority for payments pursuant to Section 4.01, in the
      following order: Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class
      M-6, Class M-7, Class M-8 and Class M-9 Certificates.

     

    “Indenture”:
      An indenture relating to the issuance of notes secured by the Class CE
      Certificates, the Class P Certificates and/or the Residual Certificates (or
      any
      portion thereof).

     

    “Independent”:
      When used with respect to any specified Person, any such Person who (a) is
      in
      fact independent of the Depositor, the Servicer and their respective Affiliates,
      (b) does not have any direct financial interest in or any material indirect
      financial interest in the Depositor, the Servicer or any Affiliate thereof,
      and
      (c) is not connected with the Depositor, the Servicer or any Affiliate thereof
      as an officer, employee, promoter, underwriter, trustee, partner, director
      or
      Person performing similar functions; provided, however, that a Person shall
      not
      fail to be Independent of the Depositor, the Servicer or any Affiliate thereof
      merely because such Person is the beneficial owner of 1% or less of any class
      of
      securities issued by the Depositor or the Servicer or any Affiliate thereof,
      as
      the case may be.

     

    “Independent
      Contractor”: Either (i) any Person (other than the Servicer) that would be an
“independent contractor” with respect to any REMIC within the meaning of Section
      856(d)(3) of the Code if any REMIC were a real estate investment trust (except
      that the ownership tests set forth in that section shall be considered to be
      met
      by any Person that owns, directly or indirectly, 35% or more of any Class of
      Certificates), so long as any REMIC does not receive or derive any income from
      such Person and provided that the relationship between such Person and any
      REMIC
      is at arm’s length, all within the meaning of Treasury Regulation Section
      1.856-4(b)(5), or (ii) any other Person (including the Servicer) if the Trust
      Administrator has received an Opinion of Counsel for the benefit of the Trustee
      and the Trust Administrator to the effect that the taking of any action in
      respect of any REO Property by such Person, subject to any conditions therein
      specified, that is otherwise herein contemplated to be taken by an Independent
      Contractor will not cause such REO Property to cease to qualify as “foreclosure
      property” within the meaning of Section 860G(a)(8) of the Code (determined
      without regard to the exception applicable for purposes of Section 860D(a)
      of
      the Code), or cause any income realized in respect of such REO Property to
      fail
      to qualify as Rents from Real Property.

     

    “Index”:  With
      respect to each Adjustable-Rate Mortgage Loan and each related Adjustment Date,
      the index specified in the related Mortgage Note.

     

    “Insurance
      Proceeds”: Proceeds of any title policy, hazard policy or other insurance policy
      covering a Mortgage Loan, to the extent such proceeds are not to be applied
      to
      the restoration of the related Mortgaged Property or released to the Mortgagor
      in accordance with the procedures that the Servicer would follow in servicing
      mortgage loans held for its own account, subject to the terms and conditions
      of
      the related Mortgage Note and Mortgage.

     

    “Interest
      Accrual Period”: With respect to any Distribution Date and the Floating Rate
      Certificates, the period commencing on the Distribution Date of the month
      immediately preceding the month in which such Distribution Date occurs (or,
      in
      the case of the first Distribution Date, commencing on the Closing Date) and
      ending on the day immediately preceding such Distribution Date.  With
      respect to any Distribution Date and the Class CE Certificates and the REMIC
      Regular Interests, the one-month period ending on the last day of the calendar
      month preceding the month in which such Distribution Date occurs.

     

    “Interest
      Carry Forward Amount”: With respect to any Distribution Date and the Floating
      Rate Certificates, the sum of (i) the amount, if any, by which (a) the Interest
      Distribution Amount for such Class of Certificates as of the immediately
      preceding Distribution Date exceeded (b) the actual amount distributed on such
      Class of Certificates in respect of interest on such immediately preceding
      Distribution Date, (ii) the amount of any Interest Carry Forward Amount for
      such
      Class of Certificates remaining unpaid from the previous Distribution Date
      and
      (iii) accrued interest on the sum of (i) and (ii) above calculated at the
      related Pass-Through Rate for the most recently ended Interest Accrual
      Period.

     

    “Interest
      Determination Date”: With respect to the Floating Rate Certificates and for
      purposes of the definition of Marker Rate and Maximum LTZZ Uncertificated
      Interest Deferral Amount, REMIC III Regular Interest LTA1, REMIC III Regular
      Interest LTA2A, REMIC III Regular Interest LTA2B, REMIC III Regular Interest
      LTA2C, REMIC III Regular Interest LTM1, REMIC III Regular Interest LTM2, REMIC
      III Regular Interest LTM3A, REMIC III Regular Interest LTM3B, REMIC III Regular
      Interest LTM4, REMIC III Regular Interest LTM5, REMIC III Regular Interest
      LTM6,
      REMIC III Regular Interest LTM7, REMIC III Regular Interest LTM8 and REMIC
      III
      Regular Interest LTM9, and any Interest Accrual Period therefor, the second
      London Business Day preceding the commencement of such Interest Accrual
      Period.

     

     “Interest
      Distribution Amount”: With respect to any Floating Rate Certificate and the
      Class CE Certificates and each Distribution Date, interest accrued during the
      related Interest Accrual Period at the Pass-Through Rate for such Certificate
      for such Distribution Date on the Certificate Principal Balance, in the case
      of
      the Floating Rate Certificates (other than the Class X-1 Certificates), or
      on
      the Notional Amount, in the case of the Class X-1 Certificates and the Class
      CE
      Certificates, of such Certificate immediately prior to such Distribution
      Date.  The Class P Certificates are not entitled to distributions in
      respect of interest and, accordingly, shall not accrue interest.  All
      distributions of interest on the Floating Rate Certificates (other than the
      Class X-1 Certificates) shall be calculated on the basis of a 360-day year
      and
      the actual number of days in the applicable Interest Accrual
      Period.  All distributions of interest on the Class X-1 Certificates
      (other than with respect to the first Interest Accrual Period) and the Class
      CE
      Certificates shall be based on a 360-day year consisting of twelve 30-day
      months.  The Interest Distribution Amount with respect to each
      Distribution Date, as to any Floating Rate Certificate or the Class CE
      Certificates, shall be reduced by an amount equal to the portion allocable
      to
      such Certificate pursuant to Section 1.02 hereof of the sum of (a) the aggregate
      Prepayment Interest Shortfall, if any, for such Distribution Date to the extent
      not covered by payments pursuant to Section 3.24 and (b) the aggregate amount
      of
      any Relief Act Interest Shortfall, if any, for such Distribution
      Date.

     

     “Interest
      Rate Swap Agreement”:  The interest rate swap agreement, dated the
      Closing Date between the Supplemental Interest Trust Trustee and the Interest
      Rate Swap Provider, including any schedule, confirmations, credit support annex
      or other credit support document relating thereto, and attached hereto as
      Exhibit I.

     

    “Interest
      Rate Swap Provider”:  The interest rate swap provider under the
      Interest Rate Swap Agreement.  Initially, the Interest Rate Swap
      Provider shall be Bear Stearns Financial Products Inc.

     

    “Late
      Collections”: With respect to any Mortgage Loan, all amounts received subsequent
      to the Determination Date immediately following any Due Period, whether as
      late
      payments of Monthly Payments or as Insurance Proceeds, Liquidation Proceeds,
      Subsequent Recoveries or otherwise, which represent late payments or collections
      of principal and/or interest due (without regard to any acceleration of payments
      under the related Mortgage and Mortgage Note) but delinquent for such Due Period
      and not previously recovered.

     

    “Liquidation
      Event”: With respect to any Mortgage Loan, any of the following events: (i) such
      Mortgage Loan is paid in full; (ii) a Final Recovery Determination is made
      as to
      such Mortgage Loan; or (iii) such Mortgage Loan is removed from any REMIC by
      reason of its being purchased, sold or replaced pursuant to or as contemplated
      by Section 2.03 or Section 9.01. With respect to any REO Property, either of
      the
      following events: (i) a Final Recovery Determination is made as to such REO
      Property; or (ii) such REO Property is removed from REMIC I by reason of its
      being purchased pursuant to Section 9.01.

     

    “Liquidation
      Proceeds”: The amount (including any Insurance Proceeds or amounts received in
      respect of the rental of any REO Property prior to REO Disposition) received
      by
      the Servicer in connection with (i) the taking of all or a part of a Mortgaged
      Property by exercise of the power of eminent domain or condemnation, (ii) the
      liquidation of a defaulted Mortgage Loan through a trustee’s sale, foreclosure
      sale or otherwise, or (iii) the repurchase, substitution or sale of a Mortgage
      Loan or an REO Property pursuant to or as contemplated by Section 2.03, Section
      3.23 or Section 9.01.

     

    “Loan-to-Value
      Ratio”: As of any date of determination, the fraction, expressed as a
      percentage, the numerator of which is the principal balance of the related
      Mortgage Loan at such date and the denominator of which is the Value of the
      related Mortgaged Property.

     

    “Loan
      Group”: Loan Group I or Loan Group II, as the context requires.

     

    “Loan
      Group I”: The group of Mortgage Loans identified in the Mortgage Loan Schedule
      as having been assigned to Loan Group I.

     

    “Loan
      Group II”: The group of Mortgage Loans identified in the Mortgage Loan Schedule
      as having been assigned to Loan Group II.

     

    “London
      Business Day”: Any day on which banks in the City of London and New York are
      open and conducting transactions in United States dollars.

     

    “Marker
      Rate”: With respect to the Class CE Interest and any Distribution Date, a per
      annum rate equal to two (2) times the weighted average of the REMIC III
      Remittance Rate for REMIC III Regular Interest LTA1, REMIC III Regular Interest
      LTA2A, REMIC III Regular Interest LTA2B, REMIC III Regular Interest LTA2C,
      REMIC
      III Regular Interest LTM1, REMIC III Regular Interest LTM2, REMIC III Regular
      Interest LTM3A, REMIC III Regular Interest LTM3B, REMIC III Regular Interest
      LTM4, REMIC III Regular Interest LTM5, REMIC III Regular Interest LTM6, REMIC
      III Regular Interest LTM7, REMIC III Regular Interest LTM8, REMIC III Regular
      Interest LTM9 and REMIC III Regular Interest LTZZ, with the rate on each such
      REMIC III Regular Interest (other than REMIC III Regular Interest LTZZ) subject
      to a cap equal to the lesser of (i) One-Month LIBOR plus the related Certificate
      Margin for the related Corresponding Certificate and (ii) the Net WAC
      Pass-Through Rate for the related Corresponding Certificate for the purpose
      of
      this calculation for such Distribution Date and with the rate on REMIC III
      Regular Interest LTZZ subject to a cap of zero for the purpose of this
      calculation; provided, however, each such cap shall be multiplied by a fraction,
      the numerator of which is the actual number of days elapsed in the related
      Interest Accrual Period and the denominator of which is 30.

     

    “Master
      Agreement”:  The Amended and Restated Master Mortgage Loan Purchase
      Agreement between Wells Fargo Bank, N.A., as seller and the Sponsor, as
      purchaser, dated as of March 1, 2006, as amended by the First Amendment to
      the
      Amended and Restated Master Mortgage Loan Purchase Agreement, dated October
      26,
      2006.

     

    “Maximum
      Cap Rate”:   For any Distribution Date with respect to the Group
      I Certificates, a per annum rate equal to the product of (i) weighted average
      of
      the Expense Adjusted Maximum Mortgage Rates of the then outstanding Group I
      Mortgage Loans, weighted on the basis of the outstanding Stated Principal
      Balances of the Group I Mortgage Loans as of the first day of the related Due
      Period (adjusted to reflect prepayments received during the Prepayment Period
      that includes the first day of the related Due Period) minus (a) the Swap
      Expense Fee Rate and (b) the Class X-1 Expense Fee Rate and (ii) a fraction,
      the
      numerator of which is 30 and the denominator of which is the actual number
      of
      days elapsed in the related Interest Accrual Period.

     

    For
      any
      Distribution Date with respect to the Group II Certificates, a per annum rate
      equal to the product of (i) weighted average of the Expense Adjusted Maximum
      Mortgage Rates of the then outstanding Group II Mortgage Loans, weighted on
      the
      basis of the outstanding Stated Principal Balances of the Group II Mortgage
      Loans as of the first day of the related Due Period (adjusted to reflect
      prepayments received during the Prepayment Period that includes the first day
      of
      the related Due Period) minus (a) the Swap Expense Fee Rate and (b) the Class
      X-1 Expense Fee Rate and (ii) a fraction, the numerator of which is 30 and
      the
      denominator of which is the actual number of days elapsed in the related
      Interest Accrual Period.

     

    For
      any
      Distribution Date with respect to the Mezzanine Certificates, a per annum rate
      equal to the weighted average (weighted on the basis of the results of
      subtracting from the aggregate Stated Principal Balance of the applicable Loan
      Group as of the first day of the related Due Period the current aggregate
      Certificate Principal Balance of the related Class A Certificates)
      of  (i) the Maximum Cap Rate for the Group I Certificates and (ii) the
      Maximum Cap Rate for the Group II Certificates.

     

    “Maximum
      LTZZ Uncertificated Interest Deferral Amount”:  With respect to any
      Distribution Date, the excess of (i) accrued interest at the REMIC III
      Remittance Rate applicable to REMIC III Regular Interest LTZZ for such
      Distribution Date on a balance equal to the Uncertificated Balance of REMIC
      III
      Regular Interest LTZZ minus the REMIC III Overcollateralized Amount, in each
      case for such Distribution Date, over (ii) Uncertificated Interest on REMIC
      III
      Regular Interest LTA1, REMIC III Regular Interest LTA2A, REMIC III Regular
      Interest LTA2B, REMIC III Regular Interest LTA2C, REMIC III Regular Interest
      LTM1, REMIC III Regular Interest LTM2, REMIC III Regular Interest LTM3A, REMIC
      III Regular Interest LTM3B, REMIC III Regular Interest LTM4, REMIC III Regular
      Interest LTM5, REMIC III Regular Interest LTM6, REMIC III Regular Interest
      LTM7,
      REMIC III Regular Interest LTM8 and REMIC III Regular Interest LTM9 for such
      Distribution Date, with the rate on each such REMIC III Regular Interest subject
      to a cap equal to the lesser of (i) One-Month LIBOR plus the related Certificate
      Margin for the related Corresponding Certificate and (ii) the Net WAC
      Pass-Through Rate for the related Corresponding Certificate; provided, however,
      each cap shall be multiplied by a fraction, the numerator of which is the actual
      number of days elapsed in the related Interest Accrual Period and the
      denominator of which is 30.

     

    “Maximum
      Mortgage Rate”: With respect to each Adjustable-Rate Mortgage Loan, the
      percentage set forth in the related Mortgage Note as the maximum Mortgage Rate
      thereunder.

     

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

     

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

     

    “Mezzanine
      Certificates”: Collectively, the Class M-1 Certificates, the Class M-2
      Certificates, the Class M-3 Certificates, the Class M-4 Certificates, the Class
      M-5 Certificates, the Class M-6 Certificates, the Class M-7 Certificates, the
      Class M-8 Certificates and the Class M-9 Certificates.

     

    “MIN”:
      The Mortgage Identification Number for Mortgage Loans registered with MERS
      on
      the MERS System.

     

    “Minimum
      Mortgage Rate”: With respect to each Adjustable-Rate Mortgage Loan, the
      percentage set forth in the related Mortgage Note as the minimum Mortgage Rate
      thereunder.

     

    “MOM
      Loan”: With respect to any Mortgage Loans registered with MERS on the MERS®
System, MERS acting as the mortgagee of such Mortgage Loan, solely as nominee
      for the originator of such Mortgage Loan and its successors and assigns, at
      the
      origination thereof.

     

    “Monthly
      Payment”: With respect to any Mortgage Loan, the scheduled monthly payment of
      principal and interest on such Mortgage Loan which is payable by the related
      Mortgagor from time to time under the related Mortgage Note, determined: (a)
      after giving effect to (i) any Deficient Valuation and/or Debt Service Reduction
      with respect to such Mortgage Loan and (ii) any reduction in the amount of
      interest collectible from the related Mortgagor pursuant to the Relief Act;
      (b)
      without giving effect to any extension granted or agreed to by the Servicer
      pursuant to Section 3.07; and (c) on the assumption that all other amounts,
      if
      any, due under such Mortgage Loan are paid when due.

     

    “Moody’s”:  Moody’s
      Investors Service, Inc., or its successor in interest.

     

    “Mortgage”:
      The mortgage, deed of trust or other instrument creating a first or second
      lien
      on, or first priority security interest in, a Mortgaged Property securing a
      Mortgage Note.

     

    “Mortgage
      File”: The mortgage documents listed in Section 2.01 pertaining to a particular
      Mortgage Loan and any additional documents required to be added to the Mortgage
      File pursuant to this Agreement.

     

    “Mortgage
      Loan”: Each mortgage loan transferred and assigned to the Trustee pursuant to
      Section 2.01 or Section 2.03(d) of this Agreement, as from time to time held
      as
      a part of REMIC I, the Mortgage Loans so held being identified in the Mortgage
      Loan Schedule.

     

    “Mortgage
      Loan Remittance Rate”: With respect to any Mortgage Loan or REO Property, as of
      any date of determination, the then applicable Mortgage Rate in respect thereof
      net of the Servicing Fee Rate.

     

    “Mortgage
      Loan Schedule”: As of any date, the list of Mortgage Loans included in REMIC I
      on such date, separately identifying the Group I Mortgage Loans and the Group
      II
      Mortgage Loans, attached hereto as Schedule 1. The Mortgage Loan Schedule shall
      set forth the following information with respect to each Mortgage
      Loan:

     

    (i)  the
      Mortgage Loan identifying number;

     

    (ii)  a
      code
      indicating whether the Mortgaged Property is owner-occupied;

     

    (iii)  the
      type
      of Residential Dwelling constituting the Mortgaged Property;

     

    (iv)  the
      original months to maturity;

     

    (v)  the
      original date of the mortgage;

     

    (vi)  the
      Loan-to-Value Ratio at origination;

     

    (vii)  the
      Mortgage Rate in effect immediately following the Cut-off Date;

     

    (viii)  the
      date
      on which the first Monthly Payment was due on the Mortgage Loan;

     

    (ix)  the
      stated maturity date;

     

    (x)  the
      amount of the Monthly Payment at origination;

     

    (xi)  the
      amount of the Monthly Payment as of the Cut-off Date;

     

    (xii)  the
      last
      Due Date on which a Monthly Payment was actually applied to the unpaid Stated
      Principal Balance;

     

    (xiii)  the
      original principal amount of the Mortgage Loan;

     

    (xiv)  the
      Scheduled Principal Balance of the Mortgage Loan as of the close of business
      on
      the Cut-off Date;

     

    (xv)  a
      code
      indicating the purpose of the Mortgage Loan (i.e., purchase financing, Rate/Term
      Refinancing, Cash-Out Refinancing);

     

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

     

    (xvii)  the
      Value
      of the Mortgaged Property;

     

    (xviii)  the
      sale
      price of the Mortgaged Property, if applicable;

     

    (xix)  the
      actual unpaid principal balance of the Mortgage Loan as of the Cut-off
      Date;

     

    (xx)  the
      Servicing Fee Rate;

     

    (xxi)  the
      term
      of the Prepayment Charge , if any;

     

    (xxii)  the
      percentage of the principal balance covered by lender paid mortgage insurance,
      if any; and

     

    (xxiii)  with
      respect to each Adjustable-Rate Mortgage Loan, the Adjustment Dates, the Gross
      Margin, the Maximum Mortgage Rate, the Minimum Mortgage Rate, the Periodic
      Rate
      Cap, the maximum first Adjustment Date Mortgage Rate adjustment, the first
      Adjustment Date immediately following the origination date and the rounding
      code
      (i.e., nearest 0.125%, next highest 0.125%).

     

    The
      Mortgage Loan Schedule shall set forth the following information with respect
      to
      the Mortgage Loans  by Loan Group and in the aggregate as of the
      Cut-off Date: (1) the number of Mortgage Loans; (2) the current principal
      balance of the Mortgage Loans; (3) the weighted average Mortgage Rate of the
      Mortgage Loans; (4) the weighted average maturity of the Mortgage Loans; (5)
      the
      Scheduled Principal Balance of the Mortgage Loans as of the close of business
      on
      the Cut-off Date (not taking into account any Principal Prepayments received
      on
      the Cut-off Date); and (6) the amount of the Monthly Payment as of the Cut-off
      Date. The Mortgage Loan Schedule shall be amended from time to time by the
      Depositor in accordance with the provisions of this Agreement. With respect
      to
      any Qualified Substitute Mortgage Loan, Cut-off Date shall refer to the related
      Cut-off Date for such Mortgage Loan, determined in accordance with the
      definition of Cut-off Date herein.

     

    “Mortgage
      Note”: The original executed note or other evidence of the indebtedness of a
      Mortgagor under a Mortgage Loan.

     

    “Mortgage
      Pool”: The pool of Mortgage Loans, identified on Schedule 1 from time to time,
      and any REO Properties acquired in respect thereof.

     

    “Mortgage
      Rate”: With respect to each Mortgage Loan, the annual rate at which interest
      accrues on such Mortgage Loan from time to time in accordance with the
      provisions of the related Mortgage Note, without regard to any reduction thereof
      as a result of a Debt Service Reduction or operation of the Relief Act, which
      rate (i) with respect to each fixed-rate Mortgage Loan shall remain constant
      at
      the rate set forth in the Mortgage Loan Schedule as the Mortgage Rate in effect
      immediately following the Cut-off Date and (ii) with respect to the
      Adjustable-Rate Mortgage Loans, (A) as of any date of determination until the
      first Adjustment Date following the Cut-off Date shall be the rate set forth
      in
      the Mortgage Loan Schedule as the Mortgage Rate in effect immediately following
      the Cut-off Date and (B) as of any date of determination thereafter shall be
      the
      rate as adjusted on the most recent Adjustment Date equal to the sum, rounded
      as
      provided in the Mortgage Note, of the Index, as published as of a date prior
      to
      the Adjustment Date as set forth in the related Mortgage Note, plus the related
      Gross Margin; provided that the Mortgage Rate on such Adjustable-Rate Mortgage
      Loan on any Adjustment Date shall never be more than the lesser of (i) the
      sum
      of the Mortgage Rate in effect immediately prior to the Adjustment Date plus
      the
      related Periodic Rate Cap, if any, and (ii) the related Maximum Mortgage Rate,
      and shall never be less than the greater of (i) the Mortgage Rate in effect
      immediately prior to the Adjustment Date less the Periodic Rate Cap, if any,
      and
      (ii) the related Minimum Mortgage Rate.  With respect to each Mortgage
      Loan that becomes an REO Property, as of any date of determination, the annual
      rate determined in accordance with the immediately preceding sentence as of
      the
      date such Mortgage Loan became an REO Property.

     

    “Mortgaged
      Property”: The underlying property securing a Mortgage Loan, including any REO
      Property, consisting of an Estate in Real Property improved by a Residential
      Dwelling.

     

    “Mortgagor”:  The
      obligor on a Mortgage Note.

     

    “Net
      Monthly Excess Cashflow”: With respect to any Distribution Date, the sum of (i)
      any Overcollateralization Reduction Amount and (ii) the excess of (x) the
      Available Distribution Amount for such Distribution Date over (y) the sum for
      such Distribution Date of (A) the Senior Interest Distribution Amounts
      distributable to the Holders of the Class A Certificates and the Class X-1
      Certificates and the Interest Distribution Amounts distributable to the Holders
      of the Mezzanine Certificates and (B) the Principal Remittance
      Amount.

     

    “Net
      Swap
      Payment”: In the case of payments made by the Trust, the excess, if any, of (x)
      the Fixed Swap Payment over (y) the Floating Swap Payment and in the case of
      payments made by the Interest Rate Swap Provider, the excess, if any, of (x)
      the
      Floating Swap Payment over (y) the Fixed Swap Payment.  In each case,
      the Net Swap Payment shall not be less than zero.

     

    “Net
      WAC
      Pass-Through Rate” With respect to:

     

    (i)
      the
      Group I Certificates and (a) any Distribution Date on which the Class X-1
      Certificates are outstanding, a per annum rate equal to the product of (i)
      the
      lower of (1) (x) the weighted average of the Expense Adjusted Mortgage Rates
      of
      the Group I Mortgage Loans, weighted on the basis of the outstanding Certificate
      Principal Balances of the Group I Mortgage Loans as of the first day of the
      related Due Period (adjusted to reflect prepayments received during the
      Prepayment Period that includes the first day of the related Due Period) minus
      (y) the Swap Expense Fee Rate and (z) the Class X-1 Expense Fee Rate and (2)
      (x)
      the weighted average of the Expense Adjusted Mortgage Rates of the Mortgage
      Loans, weighted on the basis of the outstanding Certificate Principal Balances
      of the Mortgage Loans as of the first day of the related Due Period (adjusted
      to
      reflect prepayments received during the Prepayment Period that includes the
      first day of the related Due Period) minus (y) the Swap Expense Fee Rate and
      (z)
      the Class X-1 Expense Fee Rate and (ii) a fraction, the numerator of which
      is
      30, and the denominator of which is the actual number of days elapsed in the
      related Interest Accrual Period and (b) for any Distribution Date on which
      the
      Class X-1 Certificates are no longer outstanding, a per annum rate equal to
      the
      product of (i) (x) the weighted average of the Expense Adjusted Mortgage Rates
      of the Group I Mortgage Loans, weighted on the basis of the outstanding
      Certificate Principal Balances of the Group I Mortgage Loans as of the first
      day
      of the related Due Period (adjusted to reflect prepayments received during
      the
      Prepayment Period that includes the first day of the related Due Period) minus
      (y) the Swap Expense Fee Rate and (ii) a fraction, the numerator of which is
      30,
      and the denominator of which is the actual number of days elapsed in the related
      Interest Accrual Period. For federal income tax purposes, the economic
      equivalent of such rate shall be expressed as a per annum rate equal to the
      product of (x) the weighted average of the REMIC II Remittance Rate on REMIC
      II
      Regular Interest LT1GRP, weighted on the basis of the Uncertificated Balance
      of
      such REMIC II Regular Interest and (y) a fraction, the numerator of which is
      30
      and the denominator of which is the actual number of days elapsed in the related
      Interest Accrual Period.

     

    (ii)
      the
      Group II Certificates and (a) any Distribution Date on which the Class X-1
      Certificates are outstanding, a per annum rate equal to the product of (i)
      the
      lower of (1) (x) the weighted average of the Expense Adjusted Mortgage Rates
      of
      the Group II Mortgage Loans, weighted on the basis of the outstanding
      Certificate Principal Balances of the Group II Mortgage Loans as of the first
      day of the related Due Period (adjusted to reflect prepayments received during
      the Prepayment Period that includes the first day of the related Due Period)
      minus (y) the Swap Expense Fee Rate and (z) the Class X-1 Expense Fee Rate
      and
      (2) (x) the weighted average of the Expense Adjusted Mortgage Rates of the
      Mortgage Loans, weighted on the basis of the outstanding Certificate Principal
      Balances of the Mortgage Loans as of the first day of the related Due Period
      (adjusted to reflect prepayments received during the Prepayment Period that
      includes the first day of the related Due Period) minus (y) the Swap Expense
      Fee
      Rate and (z) the Class X-1 Expense Fee Rate and (ii) a fraction, the numerator
      of which is 30, and the denominator of which is the actual number of days
      elapsed in the related Interest Accrual Period and (b) for any Distribution
      Date
      on which the Class X-1 Certificates are no longer outstanding, a per annum
      rate
      equal to the product of (i) (x) the weighted average of the Expense Adjusted
      Mortgage Rates of the Group II Mortgage Loans, weighted on the basis of the
      outstanding Certificate Principal Balances of the Group II Mortgage Loans as
      of
      the first day of the related Due Period (adjusted to reflect prepayments
      received during the Prepayment Period that includes the first day of the related
      Due Period) minus (y) the Swap Expense Fee Rate and (ii) a fraction, the
      numerator of which is 30, and the denominator of which is the actual number
      of
      days elapsed in the related Interest Accrual Period. For federal income tax
      purposes, the economic equivalent of such rate shall be expressed as a per
      annum
      rate equal to the product of (x) the weighted average of the REMIC II Remittance
      Rate on REMIC II Regular Interest LT2GRP, weighted on the basis of the
      Uncertificated Balance of such REMIC II Regular Interest and (y) a fraction,
      the
      numerator of which is 30 and the denominator of which is the actual number
      of
      days elapsed in the related Interest Accrual Period.

     

    (iii)
      the
      Mezzanine Certificates and any Distribution Date is a per annum rate equal
      to
      the weighted average (weighted on the basis of the results of subtracting from
      the aggregate Certificate Principal Balance of the applicable Loan Group as
      of
      the first day of the related Due Period, the current aggregate Certificate
      Principal Balance of the related Class A Certificates) of (i) the Net WAC
      Pass-Through Rate for the Group I Certificates and (ii) the Net WAC Pass-Through
      Rate for the Group II Certificates.  For federal income tax purposes,
      the economic equivalent of such rate shall be expressed as a per annum rate
      equal to the product of (x) the weighted average of the REMIC II Remittance
      Rates on (a) REMIC II Regular Interest LT1SUB, subject to a cap and a floor
      equal to the REMIC II Remittance Rate on REMIC II Regular Interest LT1GRP and
      (b) REMIC II Regular Interest LT2SUB, subject to a cap and a floor equal to
      the
      REMIC II Remittance Rate on REMIC II Regular Interest LT2GRP, weighted on the
      basis of the Uncertificated Balance of each such REMIC II Regular Interest
      and
      (y) a fraction, the numerator of which is 30 and the denominator of which is
      the
      actual number of days elapsed in the related Interest Accrual
      Period.

     

    (iv)
      the
      Class X-1 Certificates and any Distribution Date is a per annum rate equal
      to
      (x) the weighted average of the Expense Adjusted Mortgage Rates of the Mortgage
      Loans, weighted on the basis of the outstanding Certificate Principal Balances
      of the Mortgage Loans as of the first day of the related Due Period (adjusted
      to
      reflect prepayments received during the Prepayment Period that includes the
      first day of the related Due Period) minus (y) the Swap Expense Fee
      Rate.

     

    “Net
      WAC
      Rate Carryover Reserve Account”:  The Net WAC Rate Carryover Reserve
      Account established and maintained pursuant to Section 4.06.

     

    “Net
      WAC
      Rate Carryover Amount”:  With respect to any Distribution Date and any
      Class of Floating Rate Certificates, the sum of (A) the positive excess, if
      any,
      of (i) the amount of interest that would have accrued on such Class of
      Certificates for such Distribution Date if the Pass-Through Rate for such Class
      of Certificates for such Distribution Date were calculated at the related
      Formula Rate over (ii) the amount of interest accrued on such Class of
      Certificates at the related Net WAC Pass-Through Rate for such Distribution
      Date
      and (B) the related Net WAC Rate Carryover Amount for the previous Distribution
      Date not previously distributed together with interest accrued on such unpaid
      amount for the most recently ended Interest Accrual Period at the Formula Rate
      for such Class of Certificates and such Distribution Date.

     

    “New
      Lease”: Any lease of REO Property entered into on behalf of REMIC I, including
      any lease renewed or extended on behalf of REMIC I, if REMIC I has the right
      to
      renegotiate the terms of such lease.

     

    “Nonrecoverable
      Advance”: Any P&I Advance or Servicing Advance previously made or proposed
      to be made in respect of a Mortgage Loan or REO Property that, in the good
      faith
      business judgment of the Servicer will not or, in the case of a proposed P&I
      Advance or Servicing Advance, would not be ultimately recoverable from related
      late payments, Insurance Proceeds or Liquidation Proceeds on such Mortgage
      Loan
      or REO Property as provided herein.

     

    “Non-United
      States Person”:  Any Person other than a United States
      Person.

     

    “Notional
      Amount”:  With respect to the Class CE Interest and any Distribution
      Date, the aggregate Uncertificated Balance of the REMIC III Regular Interests
      (other than REMIC III Regular Interest LTP, REMIC III Regular Interest LTX1(1)
      and REMIC III Regular Interest LTX1(2)) for such Distribution Date.

     

    With
      respect to the Class X-1 Certificates and any Distribution Date, the applicable
      amount for such Distribution Date as set forth below:

     

    
      	
              
                Distribution
                  Date

              

            	 	
              
                Notional
                  Amount

              

            
	
              November
                2007

            	 	
              $117,577,000

            
	
              December
                2007

            	 	
              $104,884,000

            
	
              January
                2008

            	 	
              $104,884,000

            
	
              February
                2008

            	 	
              $104,884,000

            
	
              March
                2008

            	 	
              $86,206,000

            
	
              April
                2008

            	 	
              $75,911,000

            
	
              May
                2008

            	 	
              $66,027,000

            
	
              June
                2008

            	 	
              $66,027,000

            
	
              July
                2008

            	 	
              $55,917,000

            
	
              August
                2008

            	 	
              $55,917,000

            
	
              September
                2008

            	 	
              $54,927,000

            


    

    


     

    For
      federal income tax purposes, the Class X-1 Certificates will not have a Notional
      Amount, but will be entitled to 100% of amounts distributed on REMIC III Regular
      Interest LTX1(1) and REMIC III Regular Interest LTX1(2).

     

     “Officers’
      Certificate”: A certificate signed by the Chairman of the Board, the Vice
      Chairman of the Board, the President or a vice president (however denominated),
      and by the Treasurer, the Secretary, or one of the assistant treasurers or
      assistant secretaries of the Servicer, the Sponsor or the Depositor, as
      applicable.

     

    “One-Month
      LIBOR”:  For purposes of the Marker Rate and Maximum LTZZ
      Uncertificated Interest Deferral Amount, REMIC III Remittance Rate for REMIC
      III
      Regular Interest LTX1(1) and REMIC III Regular Interest LTX1(2), and any
      Interest Accrual Period therefor, the rate determined by the Trust Administrator
      on the related Interest Determination Date on the basis of the offered rate
      for
      one-month U.S. dollar deposits, as such rate appears on Reuters Screen LIBOR01
      Page, Bloomberg Page BBAM or another page of these or any other financial
      reporting service in general use in the financial services industry, as of
      11:00
      a.m. (London time) on such Interest Determination Date; provided that if such
      rate does not appear on Reuters Screen LIBOR01 Page, the rate for such date
      will
      be determined on the basis of the offered rates of the Reference Banks for
      one-month U.S. dollar deposits, as of 11:00 a.m. (London time) on such Interest
      Determination Date.  In such event, the Trust Administrator will
      request the principal London office of each of the Reference Banks to provide
      a
      quotation of its rate.  If on such Interest Determination Date, two or
      more Reference Banks provide such offered quotations, One-Month LIBOR for the
      related Interest Accrual Period shall be the arithmetic mean of such offered
      quotations (rounded upwards if necessary to the nearest whole multiple of
      1/16%).  If on such Interest Determination Date, fewer than two
      Reference Banks provide such offered quotations, One-Month LIBOR for the related
      Interest Accrual Period shall be the higher of (i) LIBOR as determined on the
      previous Interest Determination Date and (ii) the Reserve Interest
      Rate.  Notwithstanding the foregoing, if, under the priorities
      described above, LIBOR for an Interest Determination Date would be based on
      LIBOR for the previous Interest Determination Date for the third consecutive
      Interest Determination Date, the Trust Administrator, after consultation with
      the Depositor, shall select an alternative comparable index (over which the
      Trust Administrator has no control), used for determining one-month Eurodollar
      lending rates that is calculated and published (or otherwise made available)
      by
      an independent party.

     

     “Opinion
      of Counsel”: A written opinion of counsel, who may, without limitation, be
      salaried counsel for the Depositor, the Servicer or the Trust Administrator
      acceptable to the Trustee, if such opinion is delivered to the Trustee, or
      reasonably acceptable to the Trust Administrator, if such opinion is delivered
      to the Trust Administrator, except that any opinion of counsel relating to
      (a)
      the qualification of any Trust REMIC as a REMIC or (b) compliance with the
      REMIC
      Provisions must be an opinion of Independent counsel.

     

    “Optional
      Termination Date”: The Distribution Date following the Distribution Date on
      which the aggregate Stated Principal Balance of the Mortgage Loans and each
      REO
      Property remaining in the Trust Fund is less than 10% of the aggregate Stated
      Principal Balance of the Mortgage Loans as of the Cut-off Date.

     

    “Original
      Mortgage Loan”: Any Mortgage Loans included in the Trust Fund as of the Closing
      Date.

     

    “Originator”:  Wells
      Fargo Bank, N.A., a national banking association.

     

    “OTS
      Method”:  As defined in Section 4.02 hereof.

     

    “Overcollateralization
      Deficiency Amount”: With respect to any Distribution Date, the excess, if any,
      of (a) the Overcollateralization Target Amount applicable to such Distribution
      Date over (b) the Overcollateralized Amount applicable to such Distribution
      Date
      (calculated for this purpose only after assuming that 100% of the Principal
      Remittance Amount on such Distribution Date has been distributed).

     

    “Overcollateralization
      Floor”: With respect to any Distribution Date and the Mezzanine Certificates and
      for purposes of calculating the Overcollateralization Target Amount, an amount
      equal to 4.45% of the aggregate Stated Principal Balance of the Mortgage Loans
      as of the Cut-off Date.

     

    “Overcollateralization
      Increase Amount”: With respect to any Distribution Date, the lesser of (a) the
      sum of (i) the Net Monthly Excess Cashflow for such Distribution Date and (ii)
      any Net Swap Payments received under the Interest Rate Swap Agreement for this
      purpose and (b) the Overcollateralization Deficiency 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).

     

    “Overcollateralization
      Reduction Amount”: With respect to any Distribution Date, an amount equal to the
      lesser of (a) the Principal Remittance Amount for such Distribution Date and
      (b)
      the Excess Overcollateralized Amount.

     

    “Overcollateralization
      Target Amount”: With respect to any Distribution Date, (i) prior to the Stepdown
      Date, an amount equal to 7.10% of the aggregate outstanding Stated Principal
      Balance of the Mortgage Loans as of the Cut-off Date, (ii) on or after the
      Stepdown Date provided a Trigger Event is not in effect, the greater of (x)
      14.20% of the then current aggregate outstanding Stated Principal Balance of
      the
      Mortgage Loans as of the last day of the related Due Period and (y) the
      Overcollateralization Floor, or (iii) on or after the Stepdown Date and if
      a
      Trigger Event is in effect, the Overcollateralization Target Amount for the
      immediately preceding Distribution Date. Notwithstanding the foregoing, on
      and
      after any Distribution Date following the reduction of the aggregate Certificate
      Principal Balance (other than the Class X-1 Certificates) of the Floating Rate
      Certificates to zero, the Overcollateralization Target Amount shall be
      zero.

     

    “Overcollateralized
      Amount”:  With respect to any Distribution Date, the excess, if any,
      of (a) the aggregate Stated Principal Balance of the Mortgage Loans and REO
      Properties 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 (b) the sum of the aggregate Certificate
      Principal Balance of the Floating Rate Certificates (other than the Class X-1
      Certificates) and the Class P Certificates after giving effect to distributions
      to be made on such Distribution Date.

     

    “Ownership
      Interest”: As to any Certificate, any ownership or security interest in such
      Certificate, including any interest in such Certificate as the Holder thereof
      and any other interest therein, whether direct or indirect, legal or beneficial,
      as owner or as pledgee.

     

    “Pass-Through
      Rate”: With respect to the Floating Rate Certificates and any Distribution Date,
      the lesser of (x) the related Formula Rate for such Distribution Date and (y)
      the related Net WAC Pass-Through Rate for such Distribution Date.

     

    With
      respect to the Class CE Interest and any Distribution Date, a per annum rate
      equal to the percentage equivalent of a fraction, the numerator of which is
      (x)
      the sum of (i) 100% of the interest on REMIC III Regular Interest LTP and (ii)
      interest on the Uncertificated Principal Balance of each REMIC III Regular
      Interest listed in clause (y) below at a rate equal to the related REMIC III
      Remittance Rate minus the Marker Rate and the denominator of which is (y) the
      aggregate Uncertificated Balance of REMIC III Regular Interest LTAA, REMIC
      III
      Regular Interest LTA1, REMIC III Regular Interest LTA2A, REMIC III Regular
      Interest LTA2B, REMIC III Regular Interest LTA2C, REMIC III Regular Interest
      LTM1, REMIC III Regular Interest LTM2, REMIC III Regular Interest LTM3A, REMIC
      III Regular Interest LTM3B, REMIC III Regular Interest LTM4, REMIC III Regular
      Interest LTM5, REMIC III Regular Interest LTM6, REMIC III Regular Interest
      LTM7,
      REMIC III Regular Interest LTM8, REMIC III Regular Interest LTM9 and REMIC
      III
      Regular Interest LTZZ.

     

    With
      respect to the Class CE Certificates, 100% of the interest distributable to
      the
      Class CE Interest, expressed as a per annum rate.

     

    The
      Class
      IO Interest shall not have a Pass-Through Rate, but interest for such Regular
      Interest and each Distribution Date shall be an amount equal to 100% of the
      amounts distributable to REMIC III Regular Interest LTIO.

     

    The
      REMIC
      VII Regular Interest SWAP IO Interest shall not have a Pass-Through Rate, but
      interest for such Regular Interest and each Distribution Date shall be an amount
      equal to 100% of the amounts distributable to the Class IO Interest for such
      Distribution Date.

     

    The
      Class
      P Certificates, Class R Certificates and Class R-X Certificates will not accrue
      interest and therefore will not have a Pass-Through Rate.

     

    “Percentage
      Interest”: With respect to any Class of Certificates (other than the Residual
      Certificates), the portion of the respective Class evidenced by such
      Certificate, expressed as a percentage, the numerator of which is the initial
      Certificate Principal Balance or Notional Amount represented by such
      Certificate, and the denominator of which is the initial aggregate Certificate
      Principal Balance or Notional Amount of all of the Certificates of such Class.
      The Floating Rate Certificates are issuable only in minimum Percentage Interests
      corresponding to minimum initial Certificate Principal Balances of $25,000
      and
      integral multiples of $1.00 in excess thereof. The Class P Certificates are
      issuable only in Percentage Interests corresponding to initial Certificate
      Principal Balances of $20 and integral multiples thereof. The Class CE
      Certificates are issuable only in minimum Percentage Interests corresponding
      to
      minimum initial Certificate Principal Balances of $100,000 and integral
      multiples of $1.00 in excess thereof; provided, however, that a single
      Certificate of each such Class of Certificates may be issued having a Percentage
      Interest corresponding to the remainder of the aggregate initial Certificate
      Principal Balance or Notional Amount of such Class or to an otherwise authorized
      denomination for such Class plus such remainder. With respect to any Residual
      Certificate, the undivided percentage ownership in such Class evidenced by
      such
      Certificate, as set forth on the face of such Certificate. The Residual
      Certificates are issuable in Percentage Interests of 20% and multiples
      thereof.

     

    “Periodic
      Rate Cap”: With respect to each Adjustable-Rate Mortgage Loan and any Adjustment
      Date therefor, the fixed percentage set forth in the related Mortgage Note,
      which is the maximum amount by which the Mortgage Rate for such Mortgage Loan
      may increase or decrease (without regard to the Maximum Mortgage Rate or the
      Minimum Mortgage Rate) on such Adjustment Date from the Mortgage Rate in effect
      immediately prior to such Adjustment Date.

     

    “Permitted
      Investments”: Any one or more of the following obligations or securities
      acquired at a purchase price of not greater than par, regardless of whether
      issued by the Depositor, the Servicer, the Trustee, the Trust Administrator
      or
      any of their respective Affiliates:

     

    (i)  direct
      obligations of, or obligations fully guaranteed as to timely payment of
      principal and interest by, the United States or any agency or instrumentality
      thereof, provided such obligations are backed by the full faith and credit
      of
      the United States;

     

    (ii)  demand
      and time deposits in, certificates of deposit of, or bankers’ acceptances (which
      shall each have an original maturity of not more than 90 days and, in the case
      of bankers’ acceptances, shall in no event have an original maturity of more
      than 365 days or a remaining maturity of more than 30 days) denominated in
      United States dollars and issued by, any Depository Institution;

     

    (iii)  repurchase
      obligations with respect to any security described in clause (i) above entered
      into with a Depository Institution (acting as principal);

     

    (iv)  securities
      bearing interest or sold at a discount that are issued by any corporation
      incorporated under the laws of the United States of America or any state thereof
      and that are rated by the Rating Agencies in its highest long-term unsecured
      rating category at the time of such investment or contractual commitment
      providing for such investment;

     

    (v)  commercial
      paper (including both non-interest-bearing discount obligations and
      interest-bearing obligations payable on demand or on a specified date not more
      than 30 days after the date of acquisition thereof) that is rated by the Rating
      Agencies that rate such securities in its highest short-term unsecured debt
      rating available at the time of such investment;

     

    (vi)  units
      of
      money market funds, including money market funds affiliated with the Trustee,
      the Trust Administrator or an Affiliate of either of them, that have been rated
      “AAA” by S&P, “Aaa” by Moody’s and “AAA” by DBRS; and

     

    (vii)  if
      previously confirmed in writing to the Servicer, the Trustee and the Trust
      Administrator, any other demand, money market or time deposit, or any other
      obligation, security or investment, as may be acceptable to the Rating Agencies
      as a permitted investment of funds backing securities having ratings equivalent
      to its highest initial rating of the Class A Certificates;

     

    provided,
      however, that no instrument described hereunder shall evidence either the right
      to receive (a) only interest with respect to the obligations underlying such
      instrument or (b) both principal and interest payments derived from obligations
      underlying such instrument and the interest and principal payments with respect
      to such instrument provide a yield to maturity at par greater than 120% of
      the
      yield to maturity at par of the underlying obligations.

     

    “Permitted
      Transferee”: Any Transferee of a Residual Certificate other than a Disqualified
      Organization or Non-United States Person.

     

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

     

    “P&I
      Advance”: As to any Mortgage Loan or REO Property, any advance made by the
      Servicer in respect of any Distribution Date pursuant to Section
      4.03.

     

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

     

    “Prepayment
      Assumption”: As defined in the Prospectus Supplement.

     

    “Prepayment
      Charge”: With respect to any Prepayment Period, any prepayment premium, penalty
      or charge payable by a Mortgagor in connection with any Principal Prepayment
      on
      a Mortgage Loan pursuant to the terms of the related Mortgage Note (other than
      any Servicer Prepayment Charge Payment Amount).

     

    “Prepayment
      Charge Schedule”:  As of any date, the list of Prepayment Charges
      included in the Trust Fund on such date, attached hereto as Schedule 2
      (including the prepayment charge summary attached thereto).  The
      Prepayment Charge Schedule shall set forth the following information with
      respect to each Prepayment Charge:

     

    (i)  the
      Mortgage Loan identifying number;

     

    (ii)  a
      code
      indicating the type of Prepayment Charge;

     

    (iii)  the
      date
      on which the first Monthly Payment was due on the related Mortgage
      Loan;

     

    (iv)  the
      term
      of the related Prepayment Charge;

     

    (v)  the
      original Stated Principal Balance of the related Mortgage Loan; and

     

    (vi)  the
      Stated Principal Balance of the related Mortgage Loan as of the Cut-off
      Date.

     

    “Prepayment
      Interest Shortfall”: With respect to any Distribution Date, for each Mortgage
      Loan that was during the related Prepayment Period the subject of a Principal
      Prepayment in full or in part, an amount equal to interest at the applicable
      Mortgage Loan Remittance Rate on the amount of such Principal Prepayment for
      the
      number of days commencing on the date on which the prepayment is applied and
      ending on the last day of the calendar month preceding the calendar month in
      which such Distribution Date occurs. The obligations of the Servicer in respect
      of any Prepayment Interest Shortfall are set forth in Section 3.24.

     

    “Prepayment
      Period”: With respect to each Distribution Date, the calendar month immediately
      preceding the month in which such Distribution Date occurs.

     

    “Prime
      Rate”: The lesser of (i) the per annum rate of interest, publicly announced from
      time to time by Chase Manhattan Bank at its principal office in the City of
      New
      York, as its prime or base lending rate (any change in such rate of interest
      to
      be effective on the date such change is announced by Chase Manhattan Bank)
      and
      (ii) the maximum rate permissible under applicable usury or similar laws
      limiting interest rates.

     

     “Principal
      Prepayment”: Any payment of principal made by the Mortgagor on a Mortgage Loan
      which is received in advance of its scheduled Due Date and which is not
      accompanied by an amount of interest representing the full amount of scheduled
      interest due on any Due Date in any month or months subsequent to the month
      of
      prepayment.

     

    “Principal
      Remittance Amount”: With respect to any Distribution Date, the sum of (i) the
      Group I Principal Remittance Amount and (ii) the Group II Principal Remittance
      Amount.

     

    “Private
      Certificates”:  Any of the Class A-1, Class CE, Class P or Residual
      Certificates.

     

    “Prospectus
      Supplement”: The Prospectus Supplement, dated October 22, 2007, relating to the
      public offering of the Floating Rate Certificates (other than the Class A-1
      Certificates).

     

    “Purchase
      Price”: With respect to any Mortgage Loan or REO Property to be purchased by the
      Sponsor pursuant to or as contemplated by Section 2.03 or Section 9.01, and
      as
      confirmed by an Officers’ Certificate from the party purchasing the Mortgage
      Loan to the Trustee and the Trust Administrator, an amount equal to the sum
      of:
      (i) 100% of the Stated Principal Balance thereof as of the date of purchase
      (or
      such other price as provided in Section 9.01), (ii) in the case of (x) a
      Mortgage Loan, accrued interest on such Stated Principal Balance at the
      applicable Mortgage Loan Remittance Rate in effect from time to time from the
      Due Date as to which interest was last covered by a payment by the Mortgagor
      or
      an advance by the Servicer, which payment or advance had as of the date of
      purchase been distributed pursuant to Section 4.01, through the end of the
      calendar month in which the purchase is to be effected, and (y) an REO Property,
      the sum of (1) accrued interest on such Stated Principal Balance at the
      applicable Mortgage Loan Remittance Rate in effect from time to time from the
      Due Date as to which interest was last covered by a payment by the Mortgagor
      or
      an advance by the Servicer through the end of the calendar month immediately
      preceding the calendar month in which such REO Property was acquired, plus
      (2)
      REO Imputed Interest for such REO Property for each calendar month commencing
      with the calendar month in which such REO Property was acquired and ending
      with
      the calendar month in which such purchase is to be effected, minus the total
      of
      all net rental income, Insurance Proceeds, Liquidation Proceeds and P&I
      Advances that as of the date of purchase had been distributed as or to cover
      REO
      Imputed Interest pursuant to Section 4.01; (iii) any unreimbursed Servicing
      Advances and P&I Advances and any unpaid Servicing Fees allocable to such
      Mortgage Loan or REO Property; (iv) any amounts previously withdrawn from the
      Collection Account in respect of such Mortgage Loan or REO Property pursuant
      to
      Sections 3.11(a)(ix) and Section 3.16(b); and (v) in the case of a Mortgage
      Loan
      required to be purchased pursuant to Section 2.03, expenses incurred or to
      be
      incurred by the Trust Fund in respect of the breach or defect giving rise to
      the
      purchase obligation including any costs and damages incurred by the Trust Fund
      in connection with any violation of any predatory or abusive lending law with
      respect to the related Mortgage Loan.  With respect to any Mortgage
      Loan or REO Property to be purchased by the Originator pursuant to or as
      contemplated by Section 2.03 or Section 9.01, and as confirmed by an Officers’
Certificate from the Originator to the Trustee and the Trust Administrator,
      an
      amount equal to the amount set forth pursuant to the terms of the related Master
      Agreement.

     

    “Qualified
      Insurer”: Any insurer which meets the requirements of Fannie Mae and Freddie
      Mac.

     

    “Qualified
      Substitute Mortgage Loan”: A mortgage loan substituted for a Deleted Mortgage
      Loan by the Sponsor pursuant to the terms of this Agreement which must, on
      the
      date of such substitution, (i) have an outstanding principal balance, after
      application of all scheduled payments of principal and interest due during
      or
      prior to the month of substitution, not in excess of the Scheduled Principal
      Balance of the Deleted Mortgage Loan as of the Due Date in the calendar month
      during which the substitution occurs, (ii) have a Mortgage Rate not less than
      (and not more than one percentage point in excess of) the Mortgage Rate of
      the
      Deleted Mortgage Loan, (iii) [reserved], (iv) have a remaining term to maturity
      not greater than (and not more than one year less than) that of the Deleted
      Mortgage Loan, (v) have the same Due Date as the Due Date on the Deleted
      Mortgage Loan, (vi) have a Loan-to-Value Ratio as of the date of substitution
      equal to or lower than the Loan-to-Value Ratio of the Deleted Mortgage Loan
      as
      of such date and (vii) conform to each representation and warranty set forth
      in
      the Assignment Agreement applicable to the Deleted Mortgage Loan. In the event
      that one or more mortgage loans are substituted for one or more Deleted Mortgage
      Loans, the amounts described in clause (i) hereof shall be determined on the
      basis of aggregate principal balances, the Mortgage Rates described in clause
      (ii) hereof shall be determined on the basis of weighted average Mortgage Rates,
      the terms described in clause (viii) shall be determined on the basis of
      weighted average remaining terms to maturity, the Loan-to-Value Ratios described
      in clause (iv) hereof shall be satisfied as to each such mortgage loan and,
      except to the extent otherwise provided in this sentence, the representations
      and warranties described in clause (vi) hereof must be satisfied as to each
      Qualified Substitute Mortgage Loan or in the aggregate, as the case may
      be.  With respect to the Originator, a mortgage loan substituted for a
      Deleted Mortgage Loan pursuant to the terms of the related Master Agreement
      which must, on the date of such substitution conform to the terms set forth
      in
      the related Master Agreement.

     

    “Rate/Term
      Refinancing”: A Refinanced Mortgage Loan, the proceeds of which are not in
      excess of the existing first mortgage loan on the related Mortgaged Property
      and
      related closing costs, and were used exclusively to satisfy the then existing
      first mortgage loan of the Mortgagor on the related Mortgaged Property and
      to
      pay related closing costs.

     

    “Rating
      Agencies”: S&P and Moody’s or their successors. If such agencies or their
      successors are no longer in existence, the “Rating Agencies” shall be such
      nationally recognized statistical rating agencies, or other comparable Persons,
      designated by the Depositor, written notice of which designation shall be given
      to the Trustee, the Trust Administrator and the Servicer.

     

    “Realized
      Loss”: With respect to each Mortgage Loan as to which a Final Recovery
      Determination has been made, an amount (not less than zero) equal to (i) the
      unpaid principal balance of such Mortgage Loan as of the commencement of the
      calendar month in which the Final Recovery Determination was made, plus (ii)
      accrued interest from the Due Date as to which interest was last paid by the
      Mortgagor through the end of the calendar month in which such Final Recovery
      Determination was made, calculated in the case of each calendar month during
      such period (A) at an annual rate equal to the annual rate at which interest
      was
      then accruing on such Mortgage Loan and (B) on a principal amount equal to
      the
      Stated Principal Balance of such Mortgage Loan as of the close of business
      on
      the Distribution Date during such calendar month, plus (iii) any amounts
      previously withdrawn from the Collection Account in respect of such Mortgage
      Loan pursuant to Section 3.11(a)(ix) and Section 3.16(b), minus (iv) the
      proceeds, if any, received in respect of such Mortgage Loan prior to the date
      such Final Recovery Determination was made, net of amounts that are payable
      therefrom to the Servicer with respect to such Mortgage Loan pursuant to Section
      3.11(a)(iii).

     

    With
      respect to any REO Property as to which a Final Recovery Determination has
      been
      made an amount (not less than zero) equal to (i) the unpaid principal balance
      of
      the related Mortgage Loan as of the date of acquisition of such REO Property
      on
      behalf of any REMIC, plus (ii) accrued interest from the Due Date as to which
      interest was last paid by the Mortgagor in respect of the related Mortgage
      Loan
      through the end of the calendar month immediately preceding the calendar month
      in which such REO Property was acquired, calculated in the case of each calendar
      month during such period (A) at an annual rate equal to the annual rate at
      which
      interest was then accruing on the related Mortgage Loan and (B) on a principal
      amount equal to the Stated Principal Balance of the related Mortgage Loan as
      of
      the close of business on the Distribution Date during such calendar month,
      plus
      (iii) REO Imputed Interest for such REO Property for each calendar month
      commencing with the calendar month in which such REO Property was acquired
      and
      ending with the calendar month that occurs during the Prepayment Period in
      which
      such Final Recovery Determination was made, plus (iv) any amounts previously
      withdrawn from the Collection Account in respect of the related Mortgage Loan
      pursuant to Section 3.11(a)(ix) and Section 3.16(b), minus (v) the aggregate
      of
      all Servicing Advances made by the Servicer in respect of such REO Property
      or
      the related Mortgage Loan (without duplication of amounts netted out of the
      rental income, Insurance Proceeds and Liquidation Proceeds described in clause
      (vi) below) and any unpaid Servicing Fees for which the Servicer has been or,
      in
      connection with such Final Recovery Determination, will be reimbursed pursuant
      to Section 3.11(a)(iii) or Section 3.23 out of rental income, Insurance Proceeds
      and Liquidation Proceeds received in respect of such REO Property, minus (vi)
      the total of all net rental income, Insurance Proceeds and Liquidation Proceeds
      received in respect of such REO Property that has been, or in connection with
      such Final Recovery Determination, will be transferred to the Distribution
      Account pursuant to Section 3.23.

     

    With
      respect to each Mortgage Loan which has become the subject of a Deficient
      Valuation, the difference between the principal balance of the Mortgage Loan
      outstanding immediately prior to such Deficient Valuation and the principal
      balance of the Mortgage Loan as reduced by the Deficient Valuation.

     

    With
      respect to each Mortgage Loan which has become the subject of a Debt Service
      Reduction, the portion, if any, of the reduction in each affected Monthly
      Payment attributable to a reduction in the Mortgage Rate imposed by a court
      of
      competent jurisdiction. Each such Realized Loss shall be deemed to have been
      incurred on the Due Date for each affected Monthly Payment.

     

    “Record
      Date”: With respect to each Distribution Date and any Floating Rate Certificate
      so long as such Floating Rate Certificate is a Book-Entry Certificate, the
      Business Day immediately preceding such Distribution Date. With respect to
      each
      Distribution Date and any other Certificates, including any Definitive
      Certificates, the last Business Day of the month immediately preceding the
      month
      in which such Distribution Date occurs.

     

    “Refinanced
      Mortgage Loan”: A Mortgage Loan the proceeds of which were not used to purchase
      the related Mortgaged Property.

     

    “Regular
      Certificate”: Any Floating Rate Certificate, Class CE Certificate or Class P
      Certificate.

     

    “Regular
      Interest”: A “regular interest” in a REMIC within the meaning of Section
      860G(a)(1) of the Code.

     

    “Relief
      Act”: The Servicemembers Civil Relief Act, or any state law providing for
      similar relief.

     

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

     

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

     

    “REMIC
      I”: The segregated pool of assets subject hereto, constituting the primary trust
      created hereby and to be administered hereunder, with respect to which a REMIC
      election is to be made, consisting of: (i) such Mortgage Loans and Prepayment
      Charges related thereto as from time to time are subject to this Agreement,
      together with the Mortgage Files relating thereto, and together with all
      collections thereon and proceeds thereof; (ii) any REO Property, together with
      all collections thereon and proceeds thereof; (iii) the Trustee’s rights with
      respect to the Mortgage Loans under all insurance policies required to be
      maintained pursuant to this Agreement and any proceeds thereof; (iv) the
      Depositor’s rights under the Assignment Agreement (including any security
      interest created thereby); and (v) the Collection Account (other than any
      amounts representing the Servicer Prepayment Charge Payment Amount), the
      Distribution Account (other than any amounts representing the Servicer
      Prepayment Charge Payment Amount) and any REO Account, and such assets that
      are
      deposited therein from time to time and any investments thereof, together with
      any and all income, proceeds and payments with respect thereto. Notwithstanding
      the foregoing, however, REMIC I specifically excludes all payments and other
      collections of principal and interest due on the Mortgage Loans on or before
      the
      Cut-off Date, all Prepayment Charges payable in connection with Principal
      Prepayments on the Mortgage Loans made before the Cut-off Date, the Net WAC
      Rate
      Carryover Reserve Account, the Interest Rate Swap Agreement, the Swap Account,
      the Supplemental Interest Trust and Servicer Prepayment Charge Payment
      Amounts.

     

    “REMIC
      I
      Group I Regular Interests”: REMIC I Regular Interest I and REMIC I Regular
      Interest I-1-A through REMIC I Regular Interest I-39-B as designated in the
      Preliminary Statement hereto.

     

    “REMIC
      I
      Group II Regular Interests”:  REMIC I Regular Interest II and REMIC I
      Regular Interest II-1-A through REMIC II Regular Interest II-39-B as designated
      in the Preliminary Statement hereto.

     

    “REMIC
      I
      Regular Interest”:  Any of the separate non-certificated beneficial
      ownership interests in REMIC I issued hereunder and designated as a “regular
      interest” in REMIC I. Each REMIC I Regular Interest shall accrue interest at the
      related REMIC I Remittance Rate in effect from time to time, and shall be
      entitled to distributions of principal, subject to the terms and conditions
      hereof, in an aggregate amount equal to its initial Uncertificated Balance
      as
      set forth in the Preliminary Statement hereto.

     

    “REMIC
      I
      Remittance Rate”: With respect to REMIC I Regular Interest I, a per annum rate
      equal to the weighted average of the Expense Adjusted Mortgage Rate of the
      Group
      I Mortgage Loans. With respect to each REMIC I Group I Regular Interest ending
      with the designation “A”, a per annum rate equal to the weighted average of the
      Expense Adjusted Mortgage Rate of the Group I Mortgage Loans multiplied by
      2,
      subject to a maximum rate of 9.71%. With respect to each REMIC I Group I Regular
      Interest ending with the designation “B”, the greater of (x) a per annum rate
      equal to the excess, if any, of (i) 2 multiplied by the weighted average of
      the
      Expense Adjusted Mortgage Rate of the Group I Mortgage Loans over (ii) 9.71%
      and
      (y) 0.00%.

     

    With
      respect to REMIC I Regular Interest II, a per annum rate equal to the weighted
      average of the Expense Adjusted Mortgage Rate of the Group II Mortgage Loans.
      With respect to each REMIC I Group II Regular Interest ending with the
      designation “A”, a per annum rate equal to the weighted average of the Expense
      Adjusted Mortgage Rate of the Group II Mortgage Loans multiplied by 2, subject
      to a maximum rate of 9.71%. With respect to each REMIC I Group II Regular
      Interest ending with the designation “B”, the greater of (x) a per annum rate
      equal to the excess, if any, of (i) 2 multiplied by the weighted average of
      the
      Expense Adjusted Mortgage Rate of the Group II Mortgage Loans over (ii) 9.71%
      and (y) 0.00%.

     

    “REMIC
      II”:  The segregated pool of assets consisting of all of the REMIC I
      Regular Interests conveyed in trust to the Trustee, for the benefit of the
      REMIC
      II Regular Interests pursuant to Article II hereunder, and all amounts deposited
      therein, with respect to which a separate REMIC election is to be
      made.

     

    “REMIC
      II
      Group I Regular Interests”: REMIC II Regular Interest LT1 and REMIC II Regular
      Interest LTX1-1 through REMIC II Regular Interest LTX1-7 as designated in the
      Preliminary Statement hereto.

     

    “REMIC
      II
      Group II Regular Interests”: REMIC II Regular Interest LT2 and REMIC II Regular
      Interest LTX1-8 through REMIC II Regular Interest LTX1-14 as designated in
      the
      Preliminary Statement hereto.

     

    “REMIC
      II
      Regular Interest”: Any of the separate non-certificated beneficial ownership
      interests in REMIC II issued hereunder and designated as a “regular interest” in
      REMIC I.  Each REMIC II Regular Interest shall accrue interest at the
      related REMIC II Remittance Rate in effect from time to time or shall otherwise
      be entitled to interest as set forth herein, and shall be entitled to
      distributions of principal, subject to the terms and conditions hereof, in
      an
      aggregate amount equal to its initial Uncertificated Balance as set forth in
      the
      Preliminary Statement hereto. The REMIC II Regular Interests are set forth
      in
      the Preliminary Statement hereto.

     

    “REMIC
      II
      Remittance Rate”:  With respect to REMIC II Regular Interest LTI,
      REMIC II Regular Interest LTX1-1, REMIC II Regular Interest LTX1-2, REMIC II
      Regular Interest LTX1-3, REMIC II Regular Interest LTX1-4, REMIC II Regular
      Interest LTX1-5, REMIC II Regular Interest LTX1-6 and REMIC II Regular Interest
      LTX1-7, a per annum rate (but not less than zero) equal to the weighted average
      of: (x) with respect to REMIC I Regular Interest I, the REMIC I Remittance
      Rate
      for such REMIC I Regular Interest for each such Distribution Date, (y) with
      respect to each REMIC I Regular Interest ending with the designation “B”, the
      weighted average of the REMIC I Remittance Rates for such REMIC I Regular
      Interests, weighted on the basis of the Uncertificated Balances of such REMIC
      I
      Regular Interests for each such Distribution Date and (z) with respect to REMIC
      I Regular Interests ending with the designation “A”, for each Distribution Date
      listed below, the weighted average of the rates listed below for each such
      REMIC
      I Regular Interest listed below, weighted on the basis of the Uncertificated
      Balances of each such REMIC I Regular Interest for each such Distribution
      Date:

     

    
      	
              
                Distribution
                  Date

              

            	 	
              
                REMIC
                  I Regular Interest

              

            	 	
              
                Rate

              

            
	
              1

            	 	
              I-1-A
                through I-39-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	
              2

            	 	
              I-2-A
                through I-39-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A

            	 	
              REMIC
                I Remittance Rate

            
	
              3

            	 	
              I-3-A
                through I-39-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                and I-2-A

            	 	
              REMIC
                I Remittance Rate

            
	
              4

            	 	
              I-4-A
                through I-39-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-3-A

            	 	
              REMIC
                I Remittance Rate

            
	
              5

            	 	
              I-5-A
                through I-39-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-4-A

            	 	
              REMIC
                I Remittance Rate

            
	
              6

            	 	
              I-6-A
                through I-39-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-5-A

            	 	
              REMIC
                I Remittance Rate

            
	
              7

            	 	
              I-7-A
                through I-39-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-6-A

            	 	
              REMIC
                I Remittance Rate

            
	
              8

            	 	
              I-8-A
                through I-39-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-7-A

            	 	
              REMIC
                I Remittance Rate

            
	
              9

            	 	
              I-9-A
                through I-39-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-8-A

            	 	
              REMIC
                I Remittance Rate

            
	
              10

            	 	
              I-10-A
                through I-39-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-9-A

            	 	
              REMIC
                I Remittance Rate

            
	
              11

            	 	
              I-11-A
                through I-39-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-10-A

            	 	
              REMIC
                I Remittance Rate

            
	
              12

            	 	
              I-12-A
                through I-39-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-11-A

            	 	
              REMIC
                I Remittance Rate

            
	
              13

            	 	
              I-13-A
                through I-39-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-12-A

            	 	
              REMIC
                I Remittance Rate

            
	
              14

            	 	
              I-14-A
                through I-39-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-13-A

            	 	
              REMIC
                I Remittance Rate

            
	
              15

            	 	
              I-15-A
                through I-39-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-14-A

            	 	
              REMIC
                I Remittance Rate

            
	
              16

            	 	
              I-16-A
                through I-39-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-15-A

            	 	
              REMIC
                I Remittance Rate

            
	
              17

            	 	
              I-17-A
                through I-39-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-16-A

            	 	
              REMIC
                I Remittance Rate

            
	
              18

            	 	
              I-18-A
                through I-39-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-17-A

            	 	
              REMIC
                I Remittance Rate

            
	
              19

            	 	
              I-19-A
                through I-39-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-18-A

            	 	
              REMIC
                I Remittance Rate

            
	
              20

            	 	
              I-20-A
                through I-39-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-19-A

            	 	
              REMIC
                I Remittance Rate

            
	
              21

            	 	
              I-21-A
                through I-39-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-20-A

            	 	
              REMIC
                I Remittance Rate

            
	
              22

            	 	
              I-22-A
                through I-39-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-21-A

            	 	
              REMIC
                I Remittance Rate

            
	
              23

            	 	
              I-23-A
                through I-39-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-22-A

            	 	
              REMIC
                I Remittance Rate

            
	
              24

            	 	
              I-24-A
                through I-39-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-23-A

            	 	
              REMIC
                I Remittance Rate

            
	
              25

            	 	
              I-25-A
                through I-39-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-24-A

            	 	
              REMIC
                I Remittance Rate

            
	
              26

            	 	
              I-26-A
                through I-39-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-25-A

            	 	
              REMIC
                I Remittance Rate

            
	
              27

            	 	
              I-27-A
                through I-39-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-26-A

            	 	
              REMIC
                I Remittance Rate

            
	
              28

            	 	
              I-28-A
                through I-39-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-27-A

            	 	
              REMIC
                I Remittance Rate

            
	
              29

            	 	
              I-29-A
                through I-39-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-28-A

            	 	
              REMIC
                I Remittance Rate

            
	
              30

            	 	
              I-30-A
                through I-39-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-29-A

            	 	
              REMIC
                I Remittance Rate

            
	
              31

            	 	
              I-31-A
                through I-39-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-30-A

            	 	
              REMIC
                I Remittance Rate

            
	
              32

            	 	
              I-32-A
                through I-39-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-31-A

            	 	
              REMIC
                I Remittance Rate

            
	
              33

            	 	
              I-33-A
                through I-39-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-32-A

            	 	
              REMIC
                I Remittance Rate

            
	
              34

            	 	
              I-34-A
                through I-39-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-33-A

            	 	
              REMIC
                I Remittance Rate

            
	
              35

            	 	
              I-35-A
                through I-39-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-34-A

            	 	
              REMIC
                I Remittance Rate

            
	
              36
                through 63

            	 	
              I-36-A
                through I-39-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-35-A

            	 	
              REMIC
                I Remittance Rate

            
	
              64

            	 	
              I-37-A
                through I-39-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-36-A

            	 	
              REMIC
                I Remittance Rate

            
	
              65

            	 	
              I-38-A
                and I-39-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-37-A

            	 	
              REMIC
                I Remittance Rate

            
	
              66

            	 	
              I-39-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-38-A

            	 	
              REMIC
                I Remittance Rate

            
	
              thereafter

            	 	
              I-1-A
                through I-39-A

            	 	
              REMIC
                I Remittance Rate

            


    

    


    With
      respect to With respect to REMIC II Regular Interest LT2, REMIC II Regular
      Interest LTX1-8, REMIC II Regular Interest LTX1-9, REMIC II Regular Interest
      LTX1-10, REMIC II Regular Interest LTX1-11, REMIC II Regular Interest LTX1-12,
      REMIC II Regular Interest LTX1-13 and REMIC II Regular Interest LTX1-14, a
      per
      annum rate (but not less than zero) equal to the weighted average of: (x) with
      respect to REMIC I Regular Interest II, the REMIC I Remittance Rate for such
      REMIC I Regular Interest for each such Distribution Date, (y) with respect
      to
      each REMIC I Regular Interest ending with the designation “B”, the weighted
      average of the REMIC I Remittance Rates for such REMIC I Regular Interests,
      weighted on the basis of the Uncertificated Balances of such REMIC I Regular
      Interests for each such Distribution Date and (z) with respect to REMIC I
      Regular Interests ending with the designation “A”, for each Distribution Date
      listed below, the weighted average of the rates listed below for each such
      REMIC
      I Regular Interest listed below, weighted on the basis of the Uncertificated
      Balances of each such REMIC I Regular Interest for each such Distribution
      Date:

     

    
      	
              
                Distribution
                  Date

              

            	 	
              
                REMIC
                  I Regular Interest

              

            	 	
              
                Rate

              

            
	
              1

            	 	
              II-1-A
                through II-39-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	
              2

            	 	
              II-2-A
                through II-39-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              II-1-A

            	 	
              REMIC
                I Remittance Rate

            
	
              3

            	 	
              II-3-A
                through II-39-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              II-1-A
                and II-2-A

            	 	
              REMIC
                I Remittance Rate

            
	
              4

            	 	
              II-4-A
                through II-39-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              II-1-A
                through II-3-A

            	 	
              REMIC
                I Remittance Rate

            
	
              5

            	 	
              II-5-A
                through II-39-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              II-1-A
                through II-4-A

            	 	
              REMIC
                I Remittance Rate

            
	
              6

            	 	
              II-6-A
                through II-39-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              II-1-A
                through II-5-A

            	 	
              REMIC
                I Remittance Rate

            
	
              7

            	 	
              II-7-A
                through II-39-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              II-1-A
                through II-6-A

            	 	
              REMIC
                I Remittance Rate

            
	
              8

            	 	
              II-8-A
                through II-39-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              II-1-A
                through II-7-A

            	 	
              REMIC
                I Remittance Rate

            
	
              9

            	 	
              II-9-A
                through II-39-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              II-1-A
                through II-8-A

            	 	
              REMIC
                I Remittance Rate

            
	
              10

            	 	
              II-10-A
                through II-39-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              II-1-A
                through II-9-A

            	 	
              REMIC
                I Remittance Rate

            
	
              11

            	 	
              II-11-A
                through II-39-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              II-1-A
                through II-10-A

            	 	
              REMIC
                I Remittance Rate

            
	
              12

            	 	
              II-12-A
                through II-39-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              II-1-A
                through II-11-A

            	 	
              REMIC
                I Remittance Rate

            
	
              13

            	 	
              II-13-A
                through II-39-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              II-1-A
                through II-12-A

            	 	
              REMIC
                I Remittance Rate

            
	
              14

            	 	
              II-14-A
                through II-39-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              II-1-A
                through II-13-A

            	 	
              REMIC
                I Remittance Rate

            
	
              15

            	 	
              II-15-A
                through II-39-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              II-1-A
                through II-14-A

            	 	
              REMIC
                I Remittance Rate

            
	
              16

            	 	
              II-16-A
                through II-39-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              II-1-A
                through II-15-A

            	 	
              REMIC
                I Remittance Rate

            
	
              17

            	 	
              II-17-A
                through II-39-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              II-1-A
                through II-16-A

            	 	
              REMIC
                I Remittance Rate

            
	
              18

            	 	
              II-18-A
                through II-39-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              II-1-A
                through II-17-A

            	 	
              REMIC
                I Remittance Rate

            
	
              19

            	 	
              II-19-A
                through II-39-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              II-1-A
                through II-18-A

            	 	
              REMIC
                I Remittance Rate

            
	
              20

            	 	
              II-20-A
                through II-39-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              II-1-A
                through II-19-A

            	 	
              REMIC
                I Remittance Rate

            
	
              21

            	 	
              II-21-A
                through II-39-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              II-1-A
                through II-20-A

            	 	
              REMIC
                I Remittance Rate

            
	
              22

            	 	
              II-22-A
                through II-39-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              II-1-A
                through II-21-A

            	 	
              REMIC
                I Remittance Rate

            
	
              23

            	 	
              II-23-A
                through II-39-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              II-1-A
                through II-22-A

            	 	
              REMIC
                I Remittance Rate

            
	
              24

            	 	
              II-24-A
                through II-39-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              II-1-A
                through II-23-A

            	 	
              REMIC
                I Remittance Rate

            
	
              25

            	 	
              II-25-A
                through II-39-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              II-1-A
                through II-24-A

            	 	
              REMIC
                I Remittance Rate

            
	
              26

            	 	
              II-26-A
                through II-39-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              II-1-A
                through II-25-A

            	 	
              REMIC
                I Remittance Rate

            
	
              27

            	 	
              II-27-A
                through II-39-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              II-1-A
                through II-26-A

            	 	
              REMIC
                I Remittance Rate

            
	
              28

            	 	
              II-28-A
                through II-39-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              II-1-A
                through II-27-A

            	 	
              REMIC
                I Remittance Rate

            
	
              29

            	 	
              II-29-A
                through II-39-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              II-1-A
                through II-28-A

            	 	
              REMIC
                I Remittance Rate

            
	
              30

            	 	
              II-30-A
                through II-39-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              II-1-A
                through II-29-A

            	 	
              REMIC
                I Remittance Rate

            
	
              31

            	 	
              II-31-A
                through II-39-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              II-1-A
                through II-30-A

            	 	
              REMIC
                I Remittance Rate

            
	
              32

            	 	
              II-32-A
                through II-39-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              II-1-A
                through II-31-A

            	 	
              REMIC
                I Remittance Rate

            
	
              33

            	 	
              II-33-A
                through II-39-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              II-1-A
                through II-32-A

            	 	
              REMIC
                I Remittance Rate

            
	
              34

            	 	
              II-34-A
                through II-39-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              II-1-A
                through II-33-A

            	 	
              REMIC
                I Remittance Rate

            
	
              35

            	 	
              II-35-A
                through II-39-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              II-1-A
                through II-34-A

            	 	
              REMIC
                I Remittance Rate

            
	
              36
                through 63

            	 	
              II-36-A
                through II-39-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              II-1-A
                through II-35-A

            	 	
              REMIC
                I Remittance Rate

            
	
              64

            	 	
              II-37-A
                through II-39-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              II-1-A
                through II-36-A

            	 	
              REMIC
                I Remittance Rate

            
	
              65

            	 	
              II-38-A
                and II-39-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              II-1-A
                through II-37-A

            	 	
              REMIC
                I Remittance Rate

            
	
              66

            	 	
              II-39-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              II-1-A
                through II-38-A

            	 	
              REMIC
                I Remittance Rate

            
	
              thereafter

            	 	
              II-1-A
                through II-39-A

            	 	
              REMIC
                I Remittance Rate

            


    

    


     

    With
      respect to REMIC II Regular Interest LTP, a per annum rate (but not less than
      zero) equal to the REMIC I Remittance Rate for such REMIC I Regular Interest
      for
      each such Distribution Date.

     

    With
      respect to REMIC II Regular Interest LTIO, the greater of (i) zero and (ii)
      the
      excess of (x) the REMIC I Remittance Rates for REMIC I Regular Interests ending
      with the designation “A”, over (y) 2 multiplied by Swap LIBOR.

     

     “REMIC
      III Interest Loss Allocation Amount”: With respect to any Distribution Date, an
      amount equal to (a) the product of (i) the aggregate Stated Principal Balance
      of
      the Mortgage Loans and REO Properties then outstanding and (ii) the REMIC III
      Remittance Rate for REMIC III Regular Interest LTAA minus the Marker Rate,
      divided by (b) 12.

     

    “REMIC
      III Marker Allocation Percentage”: 50% of any amount payable or loss
      attributable from the Mortgage Loans, which shall be allocated to REMIC III
      Regular Interest LTA1, REMIC III Regular Interest LTA2A, REMIC III Regular
      Interest LTA2B, REMIC III Regular Interest LTA2C, REMIC III Regular Interest
      LTM1, REMIC III Regular Interest LTM2, REMIC III Regular Interest LTM3A, REMIC
      III Regular Interest LTM3B, REMIC III Regular Interest LTM4, REMIC III Regular
      Interest LTM5, REMIC III Regular Interest LTM6, REMIC III Regular Interest
      LTM7,
      REMIC III Regular Interest LTM8, REMIC III Regular Interest LTM9 and REMIC
      II
      Regular Interest LTZZ.

     

    “REMIC
      III Overcollateralized Amount”: With respect to any date of determination, (i)
      0.50% of the aggregate Uncertificated Balance of the REMIC III Regular Interests
      (other than REMIC III Regular Interest LTP, REMIC III Regular Interest LTX1(1)
      and REMIC III Regular Interest LTX1(2)) minus (ii) the aggregate Uncertificated
      Balance of REMIC III Regular Interest LTA1, REMIC III Regular Interest LTA2A,
      REMIC III Regular Interest LTA2B, REMIC III Regular Interest LTA2C, REMIC III
      Regular Interest LTM1, REMIC III Regular Interest LTM2, REMIC III Regular
      Interest LTM3A, REMIC III Regular Interest LTM3B, REMIC III Regular Interest
      LTM4, REMIC III Regular Interest LTM5, REMIC III Regular Interest LTM6, REMIC
      III Regular Interest LTM7, REMIC III Regular Interest LTM8 and REMIC III Regular
      Interest LTM9, in each case as of such date of determination.

     

    “REMIC
      III Principal Loss Allocation Amount”: With respect to any Distribution Date, an
      amount equal to the product of (i) 50% of the aggregate Stated Principal Balance
      of the Mortgage Loans and REO Properties then outstanding and (ii) 1 minus
      a
      fraction, the numerator of which is two times the aggregate Uncertificated
      Balance of REMIC III Regular Interest LTA1, REMIC III Regular Interest LTA2A,
      REMIC III Regular Interest LTA2B, REMIC III Regular Interest LTA2C, REMIC III
      Regular Interest LTM1, REMIC III Regular Interest LTM2, REMIC III Regular
      Interest LTM3A, REMIC III Regular Interest LTM3B,  REMIC III Regular
      Interest LTM4, REMIC III Regular Interest LTM5, REMIC III Regular Interest
      LTM6,
      REMIC III Regular Interest LTM7, REMIC III Regular Interest LTM8 and REMIC
      III
      Regular Interest LTM9 and  the denominator of which  is the
      aggregate Uncertificated Balance of REMIC III Regular Interest LTA1, REMIC
      III
      Regular Interest LTA2A, REMIC III Regular Interest LTA2B, REMIC III Regular
      Interest LTA2C, REMIC III Regular Interest LTM1, REMIC III Regular Interest
      LTM2, REMIC III Regular Interest LTM3A, REMIC III Regular Interest LTM3B, REMIC
      III Regular Interest LTM4, REMIC III Regular Interest LTM5, REMIC III Regular
      Interest LTM6, REMIC III Regular Interest LTM7, REMIC III Regular Interest
      LTM8,
      REMIC III Regular Interest LTM9 and REMIC III Regular Interest
      LTZZ.

     

    “REMIC
      III Regular Interest”: Any of the separate non-certificated beneficial ownership
      interests in REMIC III issued hereunder and designated as a “regular interest”
in REMIC III.  Each REMIC III Regular Interest shall accrue interest
      at the related REMIC III Remittance Rate in effect from time to time or shall
      otherwise be entitled to interest as set forth herein, and shall be entitled
      to
      distributions of principal (other than REMIC III Regular Interest LTX1(1),
      REMIC
      III Regular Interest LTX1(2) and REMIC III Regular Interest LTIO), subject
      to
      the terms and conditions hereof, in an aggregate amount equal to its initial
      Uncertificated Balance as set forth in the Preliminary Statement hereto. The
      REMIC III Regular Interests are set forth in the Preliminary Statement
      hereto.

     

    “REMIC
      III Remittance Rate”: With respect to REMIC III Regular Interest LTP, a per
      annum rate equal to the REMIC II Remittance Rate on REMIC II Regular Interest
      LTP. With respect to REMIC III Regular Interest LTAA, REMIC III Regular Interest
      LTA1, REMIC III Regular Interest LTA2A, REMIC III Regular Interest LTA2B, REMIC
      III Regular Interest LTA2C, REMIC III Regular Interest LTM1, REMIC III Regular
      Interest LTM2, REMIC III Regular Interest LTM3A, REMIC III Regular Interest
      LTM3B, REMIC III Regular Interest LTM4, REMIC III Regular Interest LTM5, REMIC
      III Regular Interest LTM6, REMIC III Regular Interest LTM7, REMIC III Regular
      Interest LTM8, REMIC III Regular Interest LTM9, REMIC III Regular Interest
      LTZZ,
      REMIC III Regular Interest LT1SUB, REMIC III Regular Interest LT2SUB and REMIC
      III Regular Interest LTXX, a per annum rate (but not less than zero) equal
      to
      the weighted average of: (x) with respect to REMIC II Regular Interest LT1
      and
      REMIC II Regular Interest LT2, the REMIC II Remittance Rate for such REMIC
      II
      Regular Interest for each such Distribution Date, and (y) with respect to REMIC
      II Regular Interest LTX1-1 through REMIC II Regular Interest LTX1-14 for each
      Distribution Date listed below, the weighted average of the rates listed below
      for each such REMIC II Regular Interest listed below, weighted on the basis
      of
      the Uncertificated Principal Balance of each such REMIC II Regular
      Interest:

     

    


    
      	
              
                Distribution
                  Date

              

            	 	
              
                REMIC
                  II Regular Interests

              

            	 	
              
                Rate

              

            
	
              1

            	 	
              LTX1-1
                through LTX1-7

            	 	
              (a)
                REMIC II Remittance Rate over (b) the lesser of (i) 6.00% and (ii)
                LIBOR
                plus 0.60%

            
	 	 	
              LTX1-8
                through LTX1-14

            	 	
              (a)
                REMIC II Remittance Rate over (b) the lesser of (i) 6.00% and (ii)
                LIBOR
                plus 0.60%

            
	
              2
                -
                4

            	 	
              LTX1-2
                through LTX1-7

            	 	
              (a)
                REMIC II Remittance Rate over (b) the lesser of (i) 6.00% and (ii)
                LIBOR
                plus 0.60%

            
	 	 	
              LTX1-9
                through LTX1-14

            	 	
              (a)
                REMIC II Remittance Rate over (b) the lesser of (i) 6.00% and (ii)
                LIBOR
                plus 0.60%

            
	 	 	
              LTX1-1

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              LTX1-8

            	 	
              REMIC
                II Remittance Rate

            
	
              5

            	 	
              LTX1-3
                through LTX1-7

            	 	
              (a)
                REMIC II Remittance Rate over (b) the lesser of (i) 6.00% and (ii)
                LIBOR
                plus 0.60%

            
	 	 	
              LTX1-10
                through LTX1-14

            	 	
              (a)
                REMIC II Remittance Rate over (b) the lesser of (i) 6.00% and (ii)
                LIBOR
                plus 0.60%

            
	 	 	
              LTX1-1
                and LTX1-2

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              LTX1-8
                and LTX1-9

            	 	
              REMIC
                II Remittance Rate

            
	
              6

            	 	
              LTX1-4
                through LTX1-7

            	 	
              (a)
                REMIC II Remittance Rate over (b) the lesser of (i) 6.00% and (ii)
                LIBOR
                plus 0.60%

            
	 	 	
              LTX1-11
                through LTX1-14

            	 	
              (a)
                REMIC II Remittance Rate over (b) the lesser of (i) 6.00% and (ii)
                LIBOR
                plus 0.60%

            
	 	 	
              LTX1-1
                through LTX1-3

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              LTX1-8
                through LTX1-10

            	 	
              REMIC
                II Remittance Rate

            
	
              7
                -
                8

            	 	
              LTX1-5
                through LTX1-7

            	 	
              (a)
                REMIC II Remittance Rate over (b) the lesser of (i) 6.00% and (ii)
                LIBOR
                plus 0.60%

            
	 	 	
              LTX1-12
                through LTX1-14

            	 	
              (a)
                REMIC II Remittance Rate over (b) the lesser of (i) 6.00% and (ii)
                LIBOR
                plus 0.60%

            
	 	 	
              LTX1-1
                through LTX1-4

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              LTX1-8
                through LTX1-11

            	 	
              REMIC
                II Remittance Rate

            
	
              9
                -
                10

            	 	
              LTX1-6
                and LTX1-7

            	 	
              (a)
                REMIC II Remittance Rate over (b) the lesser of (i) 6.00% and (ii)
                LIBOR
                plus 0.60%

            
	 	 	
              LTX1-13
                and LTX1-14

            	 	
              (a)
                REMIC II Remittance Rate over (b) the lesser of (i) 6.00% and (ii)
                LIBOR
                plus 0.60%

            
	 	 	
              LTX1-1
                through LTX1-5

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              LTX1-8
                through LTX1-12

            	 	
              REMIC
                II Remittance Rate

            
	
              11

            	 	
              LTX1-7

            	 	
              (a)
                REMIC II Remittance Rate over (b) the lesser of (i) 6.00% and (ii)
                LIBOR
                plus 0.60%

            
	 	 	
              LTX1-14

            	 	
              (a)
                REMIC II Remittance Rate over (b) the lesser of (i) 6.00% and (ii)
                LIBOR
                plus 0.60%

            
	 	 	
              LTX1-1
                through LTX1-6

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              LTX1-8
                through LTX1-13

            	 	
              REMIC
                II Remittance Rate

            
	
              thereafter

            	 	
              LTX1-1
                through LTX1-7

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              LTX1-8
                through LTX1-14

            	 	
              REMIC
                II Remittance Rate

            


    

    


    With
      respect to REMIC III Regular Interest LT1GRP, a per annum rate (but not less
      than zero) equal to the weighted average of: (x) with respect to REMIC II
      Regular Interest LT1, the REMIC II Remittance Rate for such REMIC II Regular
      Interest for each such Distribution Date, and (y) with respect to REMIC II
      Regular Interest LTX1-1 through REMIC II Regular Interest LTX1-7 for each
      Distribution Date listed below, the weighted average of the rates listed below
      for each such REMIC II Regular Interest listed below, weighted on the basis
      of
      the Uncertificated Principal Balance of each such REMIC II Regular
      Interest:

     

    


    
      	
              
                Distribution
                  Date

              

            	 	
              
                REMIC
                  II Regular Interests

              

            	 	
              
                Rate

              

            
	
              1

            	 	
              LTX1-1
                through LTX1-7

            	 	
              (a)
                REMIC II Remittance Rate over (b) the lesser of (i) 6.00% and (ii)
                LIBOR
                plus 0.60%

            
	
              2
                -
                4

            	 	
              LTX1-2
                through LTX1-7

            	 	
              (a)
                REMIC II Remittance Rate over (b) the lesser of (i) 6.00% and (ii)
                LIBOR
                plus 0.60%

            
	 	 	
              LTX1-1

            	 	
              REMIC
                II Remittance Rate

            
	
              5

            	 	
              LTX1-3
                through LTX1-7

            	 	
              (a)
                REMIC II Remittance Rate over (b) the lesser of (i) 6.00% and (ii)
                LIBOR
                plus 0.60%

            
	 	 	
              LTX1-1
                and LTX1-2

            	 	
              REMIC
                II Remittance Rate

            
	
              6

            	 	
              LTX1-4
                through LTX1-7

            	 	
              (a)
                REMIC II Remittance Rate over (b) the lesser of (i) 6.00% and (ii)
                LIBOR
                plus 0.60%

            
	 	 	
              LTX1-1
                through LTX1-3

            	 	
              REMIC
                II Remittance Rate

            
	
              7
                -
                8

            	 	
              LTX1-5
                through LTX1-7

            	 	
              (a)
                REMIC II Remittance Rate over (b) the lesser of (i) 6.00% and (ii)
                LIBOR
                plus 0.60%

            
	 	 	
              LTX1-1
                through LTX1-4

            	 	
              REMIC
                II Remittance Rate

            
	
              9
                -
                10

            	 	
              LTX1-6
                and LTX1-7

            	 	
              (a)
                REMIC II Remittance Rate over (b) the lesser of (i) 6.00% and (ii)
                LIBOR
                plus 0.60%

            
	 	 	
              LTX1-1
                through LTX1-5

            	 	
              REMIC
                II Remittance Rate

            
	
              11

            	 	
              LTX1-7

            	 	
              (a)
                REMIC II Remittance Rate over (b) the lesser of (i) 6.00% and (ii)
                LIBOR
                plus 0.60%

            
	 	 	
              LTX1-1
                through LTX1-6

            	 	
              REMIC
                II Remittance Rate

            
	
              thereafter

            	 	
              LTX1-1
                through LTX1-7

            	 	
              REMIC
                II Remittance Rate

            


    

    


     

    With
      respect to REMIC III Regular Interest LT2GRP, a per annum rate (but not less
      than zero) equal to the weighted average of: (x) with respect to REMIC II
      Regular Interest LT2, the REMIC II Remittance Rate for such REMIC II Regular
      Interest for each such Distribution Date, and (y) with respect to REMIC II
      Regular Interest LTX1-8 through REMIC II Regular Interest LTX1-14 for each
      Distribution Date listed below, the weighted average of the rates listed below
      for each such REMIC II Regular Interest listed below, weighted on the basis
      of
      the Uncertificated Principal Balance of each such REMIC II Regular
      Interest:

     

    


    
      	
              
                Distribution
                  Date

              

            	 	
              
                REMIC
                  II Regular Interests

              

            	 	
              
                Rate

              

            
	
              1

            	 	
              LTX1-8
                through LTX1-14

            	 	
              (a)
                REMIC II Remittance Rate over (b) the lesser of (i) 6.00% and (ii)
                LIBOR
                plus 0.60%

            
	
              2
                -
                4

            	 	
              LTX1-9
                through LTX1-14

            	 	
              (a)
                REMIC II Remittance Rate over (b) the lesser of (i) 6.00% and (ii)
                LIBOR
                plus 0.60%

            
	 	 	
              LTX1-8

            	 	
              REMIC
                II Remittance Rate

            
	
              5

            	 	
              LTX1-10
                through LTX1-14

            	 	
              (a)
                REMIC II Remittance Rate over (b) the lesser of (i) 6.00% and (ii)
                LIBOR
                plus 0.60%

            
	 	 	
              LTX1-8
                and LTX1-9

            	 	
              REMIC
                II Remittance Rate

            
	
              6

            	 	
              LTX1-11
                through LTX1-14

            	 	
              (a)
                REMIC II Remittance Rate over (b) the lesser of (i) 6.00% and (ii)
                LIBOR
                plus 0.60%

            
	 	 	
              LTX1-8
                through LTX1-10

            	 	
              REMIC
                II Remittance Rate

            
	
              7
–
                8

            	 	
              LTX1-12
                through LTX1-14

            	 	
              (a)
                REMIC II Remittance Rate over (b) the lesser of (i) 6.00% and (ii)
                LIBOR
                plus 0.60%

            
	 	 	
              LTX1-8
                through LTX1-11

            	 	
              REMIC
                II Remittance Rate

            
	
              9
–
                10

            	 	
              LTX1-13
                and LTX1-14

            	 	
              (a)
                REMIC II Remittance Rate over (b) the lesser of (i) 6.00% and (ii)
                LIBOR
                plus 0.60%

            
	 	 	
              LTX1-8
                through LTX1-12

            	 	
              REMIC
                II Remittance Rate

            
	
              11

            	 	
              LTX1-14

            	 	
              (a)
                REMIC II Remittance Rate over (b) the lesser of (i) 6.00% and (ii)
                LIBOR
                plus 0.60%

            
	 	 	
              LTX1-8
                through LTX1-13

            	 	
              REMIC
                II Remittance Rate

            
	
              thereafter

            	 	
              LTX1-8
                through LTX1-14

            	 	
              REMIC
                II Remittance Rate

            


    

    


     

    With
      respect to REMIC III Regular Interest LTX1(1), (i) for the first 11 distribution
      dates, the least of (a) 6.00%, (b) LIBOR plus 0.60% and (c) the REMIC II
      Remittance Rate on REMIC II Regular Interest LT1 and (ii) thereafter,
      0.00%.

     

    With
      respect to REMIC III Regular Interest LTX1(2), (i) for the first 11 distribution
      dates, the least of (a) 6.00%, (b) LIBOR plus 0.60% and (c) the REMIC II
      Remittance Rate on REMIC II Regular Interest LT2 and (ii) thereafter,
      0.00%.

     

    With
      respect to REMIC III Regular Interest LTIO, 100% of the amounts distributed
      on
      REMIC II Regular Interest LTIO.

     

    “REMIC
      III Required Overcollateralized Amount”: 0.50% of the Overcollateralization
      Target Amount.

     

    “REMIC
      III Sub WAC Allocation Percentage”: 50% of any amount payable or loss
      attributable from the Mortgage Loans, which shall be allocated to REMIC III
      Regular Interest LT1SUB, REMIC III Regular Interest LT1GRP, REMIC III Regular
      Interest LT2SUB, REMIC III Regular Interest LT2GRP and REMIC III Regular
      Interest LT-XX.

     

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

     

    “REMIC
      IV”: The segregated pool of assets consisting of all of the REMIC III Regular
      Interests conveyed in trust to the Trustee, for the benefit of the Class A
      Certificates, the Class X-1 Certificates, the Mezzanine Certificates, the Class
      CE Interest, the Class P Interest, the Class IO Interest and the Class R-IV
      Interest and all amounts deposited therein, with respect to which a separate
      REMIC election is to be made.

     

    “REMIC
      V”: The segregated pool of assets consisting of all of the Class CE Interest
      conveyed in trust to the Trust Administrator, for the benefit of the Class
      CE
      Certificates, and the Class R-V Interest and all amounts deposited therein,
      with
      respect to which a separate REMIC election is to be made.

     

    “REMIC
      VI”: The segregated pool of assets consisting of all of the Class P Interest
      conveyed in trust to the Trust Administrator, for the benefit of the Class
      P
      Certificates, and the Class R-VI Interest and all amounts deposited therein,
      with respect to which a separate REMIC election is to be made.

     

    “REMIC
      VII”:   The segregated pool of assets consisting of the Class IO
      Interest conveyed in trust to the Trust Administrator, for the benefit of REMIC
      VII Regular Interest SWAP IO, and the Class R-VII Interest and all amounts
      deposited therein, with respect to which a separate REMIC election is to be
      made.

     

    “REMIC
      Provisions”: Provisions of the federal income tax law relating to real estate
      mortgage investment conduits, which appear at Section 860A through 860G of
      the
      Code, and related provisions, and proposed, temporary and final regulations
      and
      published rulings, notices and announcements promulgated thereunder, as the
      foregoing may be in effect from time to time.

     

    “REMIC
      Regular Interests”: The REMIC I Regular Interests, the REMIC II Regular
      Interests, the REMIC III Regular Interests, the Class CE Interest, the Class
      P
      Interest and the Class IO Interest.

     

    “Remittance
      Report”: A report in form and substance acceptable to the Trust Administrator
      and the Servicer in an electronic data file prepared by the Servicer pursuant
      to
      Section 4.03 with such additions, deletions and modifications as agreed to
      by
      the Trust Administrator and the Servicer.

     

    “Rents
      from Real Property”: With respect to any REO Property, gross income of the
      character described in Section 856(d) of the Code as being included in the
      term
“rents from real property.”

     

    “REO
      Account”: The account or accounts maintained by the Servicer in respect of an
      REO Property pursuant to Section 3.23.

     

    “REO
      Disposition”: The sale or other disposition of an REO Property on behalf of any
      Trust REMIC.

     

    “REO
      Imputed Interest”: As to any REO Property, for any calendar month during which
      such REO Property was at any time part of REMIC I, one month’s interest at the
      applicable Mortgage Loan Remittance Rate on the Stated Principal Balance of
      such
      REO Property (or, in the case of the first such calendar month, of the related
      Mortgage Loan if appropriate) as of the close of business on the Distribution
      Date in such calendar month.

     

    “REO
      Property”: A Mortgaged Property acquired by the Servicer on behalf of the Trust
      Fund through foreclosure or deed-in-lieu of foreclosure, as described in Section
      3.23.

     

    “Request
      for Release”: A release signed by a Servicing Officer, in the form of Exhibit E
      attached hereto.

     

     “Residential
      Dwelling”: Any one of the following: (i) an attached or detached one- family
      dwelling, (ii) a detached two- to four-family dwelling, (iii) a one-family
      dwelling unit in a Fannie Mae eligible condominium project, or (iv) a detached
      one-family dwelling in a planned unit development, none of which is a
      co-operative, mobile or manufactured home (as defined in 42 United States Code,
      Section 5402(6)).

     

    “Residual
      Certificates”: The Class R Certificates and the Class R-X
      Certificates.

     

    “Residual
      Interest”: The sole class of “residual interests” in a REMIC within the meaning
      of Section 860G(a)(2) of the Code.

     

    “Responsible
      Officer”: When used with respect to the Trust Administrator, the President, any
      vice president, any assistant vice president, the Secretary, any assistant
      secretary, the Treasurer, any assistant treasurer, any trust officer or
      assistant trust officer, the Controller and any assistant controller or any
      other officer thereof customarily performing functions similar to those
      performed by any of the above designated officers and, with respect to a
      particular matter relating to this Agreement, to whom such matter is referred
      because of such officer’s knowledge of and familiarity with the particular
      subject.  When used with respect to the Trustee, any officer of the
      Trustee with direct responsibility for the administration of this Agreement
      and,
      with respect to a particular matter relating to this Agreement, to whom such
      matter is referred because of such officer’s knowledge of and familiarity with
      the particular subject.

     

    “Reuters
      Screen LIBOR01 Page”: The display page currently so designated on the Reuters
      Monitor Money Rates Service (or such other page as may replace that page on
      that
      service for the purpose of displaying comparable rates or prices)

     

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

     

    “Scheduled
      Principal Balance”: With respect to any Mortgage Loan: (a) as of the Cut-off
      Date, the outstanding principal balance of such Mortgage Loan as of such date,
      net of the principal portion of all unpaid Monthly Payments, if any, due on
      or
      before such date; (b) as of any Due Date subsequent to the Cut-off Date up
      to
      and including the Due Date in the calendar month in which a Liquidation Event
      occurs with respect to such Mortgage Loan, the Scheduled Principal Balance
      of
      such Mortgage Loan as of the Cut-off Date, minus the sum of (i) the principal
      portion of each Monthly Payment due on or before such Due Date but subsequent
      to
      the Cut-off Date, whether or not received, (ii) all Principal Prepayments
      received before such Due Date but after the Cut-off Date, (iii) the principal
      portion of all Liquidation Proceeds and Insurance Proceeds received before
      such
      Due Date but after the Cut-off Date, net of any portion thereof that represents
      principal due (without regard to any acceleration of payments under the related
      Mortgage and Mortgage Note) on a Due Date occurring on or before the date on
      which such proceeds were received and (iv) any Realized Loss incurred with
      respect thereto as a result of a Deficient Valuation occurring before such
      Due
      Date, but only to the extent such Realized Loss represents a reduction in the
      portion of principal of such Mortgage Loan not yet due (without regard to any
      acceleration of payments under the related Mortgage and Mortgage Note) as of
      the
      date of such Deficient Valuation; and (c) as of any Due Date subsequent to
      the
      occurrence of a Liquidation Event with respect to such Mortgage Loan, zero.
      With
      respect to any REO Property: (a) as of any Due Date subsequent to the date
      of
      its acquisition on behalf of the Trust Fund up to and including the Due Date
      in
      the calendar month in which a Liquidation Event occurs with respect to such
      REO
      Property, an amount (not less than zero) equal to the Scheduled Principal
      Balance of the related Mortgage Loan as of the Due Date in the calendar month
      in
      which such REO Property was acquired minus the principal portion of each Monthly
      Payment that would have become due on such related Mortgage Loan after such
      REO
      Property was acquired if such Mortgage Loan had not been converted to an REO
      Property; and (b) as of any Due Date subsequent to the occurrence of a
      Liquidation Event with respect to such REO Property, zero.

     

    “Senior
      Enhancement Percentage”:  With respect to any Distribution Date, the
      percentage equivalent of a fraction, the numerator of which is the aggregate
      Certificate Principal Balance of the Mezzanine Certificates and the Class CE
      Certificates, calculated after taking into account distribution of the Group I
      Principal Distribution Amount and the Group II Principal Distribution Amount
      to
      Holders of the Certificates then entitled to distributions of principal on
      the
      related Distribution Date and the denominator of which is 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).

     

    “Senior
      Interest Distribution Amount”: With respect to any Distribution Date and each
      Class of Class A Certificates and the Class X-1 Certificates, an amount equal
      to
      the sum of the Interest Distribution Amount for such Class for such Distribution
      Date and the Interest Carry Forward Amount, if any, for such Class for such
      Distribution Date.

     

    “Senior
      Principal Distribution Amount”:  With respect to any Distribution
      Date, an amount equal to the sum of (i) the Group I Senior Principal
      Distribution Amount and (ii) the Group II Senior Principal Distribution
      Amount.

     

    “Servicer”:
      Wells Fargo Bank, N.A. or any successor Servicer appointed as herein provided,
      each in its capacity as a Servicer hereunder.

     

    “Servicer
      Event of Default”: One or more of the events described in Section
      7.01.

     

    “Servicer
      Prepayment Charge Payment Amount”: The amounts payable by the Servicer in
      respect of any waived Prepayment Charges pursuant to Section 3.01.

     

    “Servicer
      Remittance Date”: With respect to any Distribution Date, the 18th day of
      the
      calendar month in which such Distribution Date occurs or, if such 18th day is
      not a
      Business Day, the Business Day immediately following.

     

    “Servicing
      Account”: The account or accounts created and maintained pursuant to Section
      3.09.

     

    “Servicing
      Advances”: The reasonable “out-of-pocket” costs and expenses incurred by the
      Servicer in connection with a default, delinquency or other unanticipated event
      by the Servicer in the performance of its servicing obligations, including,
      but
      not limited to, the cost of (i) the preservation, restoration and protection
      of
      a Mortgaged Property, (ii) any enforcement or judicial proceedings, including
      foreclosures, in respect of a particular Mortgage Loan, including any expenses
      incurred in relation to any such proceedings that result from the Mortgage
      Loan
      being registered on the MERS System, (iii) the management (including reasonable
      fees in connection therewith) and liquidation of any REO Property, (iv) the
      performance of its obligations under Section 3.01, Section 3.09, Section 3.13,
      Section 3.14, Section 3.16 and Section 3.23.  Servicing Advances shall
      also include any reasonable “out-of-pocket” costs and expenses (including legal
      fees) incurred by the Servicer in connection with executing and recording
      instruments of satisfaction, deeds of reconveyance or Assignments of Mortgage
      in
      connection with any foreclosure in respect of any Mortgage Loan to the extent
      not recovered from the related Mortgagor or otherwise payable under this
      Agreement.  The Servicer shall not be required to make any Servicing
      Advance in respect of a Mortgage Loan or REO Property that, in the good faith
      business judgment of the Servicer, would not be ultimately recoverable from
      related Insurance Proceeds or Liquidation Proceeds on such Mortgage Loan or
      REO
      Property as provided herein.  The Servicer shall not be required to
      make any Servicing Advance that would be a Nonrecoverable Advance.

     

    “Servicing
      Fee”: With respect to each Mortgage Loan, the amount of the annual fee paid to
      the Servicer, which shall, for a period of one full month, be equal to
      one-twelfth of the product of (a) the Servicing Fee Rate (without regard to
      the
      words "per annum") and (b) the outstanding principal balance of such Mortgage
      Loan.  Such fee shall be payable monthly, computed on the basis of the
      same principal amount and period respecting which any related interest payment
      on a Mortgage Loan is received.  The obligation for payment of the
      Servicing Fee is limited to, and the Servicing Fee is payable solely from,
      the
      interest portion (including recoveries with respect to interest from Liquidation
      Proceeds) of such Monthly Payment collected by the Servicer, or as otherwise
      provided under Section 3.11.

     

    “Servicing
      Fee Rate”: With respect to each Mortgage Loan, the rate of 0.500% per
      annum.

     

    “Servicing
      Officer”: Any employee of the Servicer involved in, or responsible for, the
      administration and servicing of the Mortgage Loans, whose name appear on a
      list
      of Servicing Officers furnished by the Servicer to the Trustee, the Trust
      Administrator and the Depositor on the Closing Date, as such list may from
      time
      to time be amended.

     

    “Significance
      Percentage”:  With respect to the Interest Rate Swap Agreement, the
      percentage equivalent of a fraction, the numerator of which is (I) the present
      value (such calculation of present value using the two-year swaps rate made
      available at Bloomberg Financial Markets, L.P.) of the aggregate amount payable
      under the Interest Rate Swap Agreement, (assuming that one-month LIBOR for
      each
      remaining Calculation Period (as defined in the Interest Rate Swap Agreement)
      beginning with the Calculation Period immediately following the related
      Distribution Date is equal to the sum of (a) the one-month LIBOR rate for each
      remaining Calculation Period made available at Bloomberg Financial Markets,
      L.P.
      by taking the following steps: (1) typing in the following keystrokes: fwcv
      , us , 3 ; (2) the Forwards shall be set to “1-Mo”; (3) the
      Intervals shall be set to “1-Mo”; and (4) the Points shall be set to equal the
      remaining term of the Interest Rate Swap Agreement, in months and the Trust
      Administrator shall click (provided that the Depositor shall notify the
      Trust Administrator in writing of any changes to such keystrokes), (b) the
      percentage equivalent of a fraction, the numerator of which is 2.00% and the
      denominator of which is the initial number of Distribution Dates on which the
      Trust Administrator is entitled to receive payments under the Interest Rate
      Swap
      Agreement (the “Add-On Amount”) and (c) the Add-On Amount for each previous
      period) and the denominator of which is (II) the aggregate Certificate Principal
      Balance of the Floating Rate Certificates (other than the Class X-1
      Certificates) on such Distribution Date (after giving effect to all
      distributions on such Distribution Date).

     

    “Single
      Certificate”: With respect to any Class of Certificates (other than the Residual
      Certificates), a hypothetical Certificate of such Class evidencing a Percentage
      Interest for such Class corresponding to an initial Certificate Principal
      Balance or Notional Amount of $1,000. With respect to the Class P and the
      Residual Certificates, a hypothetical Certificate of such Class evidencing
      a 20%
      Percentage Interest in such Class.

     

    “Sponsor”:
      Citigroup Global Markets Realty Corp. or its successor in interest.

     

    “Startup
      Day”: With respect to any Trust REMIC, the day designated as such pursuant to
      Section 10.01(b) hereof.

     

    “Stated
      Principal Balance”: With respect to any Mortgage Loan: (a) as of any date of
      determination up to but not including the Distribution Date on which the
      proceeds, if any, of a Liquidation Event with respect to such Mortgage Loan
      would be distributed, the Scheduled Principal Balance of such Mortgage Loan
      as
      of the Cut-off Date, as shown in the Mortgage Loan Schedule, minus the sum
      of
      (i) the principal portion of each Monthly Payment due on a Due Date subsequent
      to the Cut-off Date, to the extent received from the Mortgagor or advanced
      by
      the Servicer and distributed pursuant to Section 4.01 on or before such date
      of
      determination, (ii) all Principal Prepayments received after the Cut-off Date,
      to the extent distributed pursuant to Section 4.01 on or before such date of
      determination, (iii) all Liquidation Proceeds and Insurance Proceeds applied
      by
      the Servicer as recoveries of principal in accordance with the provisions of
      Section 3.16, to the extent distributed pursuant to Section 4.01 on or before
      such date of determination, and (iv) any Realized Loss incurred with respect
      thereto as a result of a Deficient Valuation made during or prior to the
      Prepayment Period for the most recent Distribution Date coinciding with or
      preceding such date of determination; and (b) as of any date of determination
      coinciding with or subsequent to the Distribution Date on which the proceeds,
      if
      any, of a Liquidation Event with respect to such Mortgage Loan would be
      distributed, zero. With respect to any REO Property: (a) as of any date of
      determination up to but not including the Distribution Date on which the
      proceeds, if any, of a Liquidation Event with respect to such REO Property
      would
      be distributed, an amount (not less than zero) equal to the Stated Principal
      Balance of the related Mortgage Loan as of the date on which such REO Property
      was acquired on behalf of the Trust Fund, minus, the principal portion of
      Monthly Payments that would have become due on such related Mortgage Loan after
      such REO Property was acquired if such Mortgage Loan had not been converted
      to
      an REO Property, to the extent advanced by the Servicer and distributed pursuant
      to Section 4.01 on or before such date of determination; and (b) as of any
      date
      of determination coinciding with or subsequent to the Distribution Date on
      which
      the proceeds, if any, of a Liquidation Event with respect to such REO Property
      would be distributed, zero.

     

    “Stayed
      Funds”: If the Servicer is the subject of a proceeding under the federal
      Bankruptcy Code and the making of any payment required to be made under the
      terms of the Certificates and this Agreement is prohibited by Section 362 of
      the
      federal Bankruptcy Code, funds which are in the custody of the Servicer, a
      trustee in bankruptcy or a federal bankruptcy court and should have been the
      subject of such Remittance absent such prohibition.

     

    “Stepdown
      Date”: The earlier to occur of (i) the Distribution Date immediately following
      the Distribution Date on which the aggregate Certificate Principal Balance
      of
      the Class A Certificates has been reduced to zero and (ii) the later to occur
      of
      (a) the Distribution Date occurring in November 2010 and (b) the first
      Distribution Date on which the Senior Enhancement Percentage (calculated for
      this purpose only after taking into account distributions of principal on the
      Mortgage Loans but prior to any distribution of the Group I Principal
      Distribution Amount and the Group II Principal Distribution Amount to the
      Certificates then entitled to distributions of principal on such Distribution
      Date) is equal to or greater than 49.90%.

     

    “Sub-Servicer”:
      Any Person with which the Servicer has entered into a Sub- Servicing Agreement
      and which meets the qualifications of a Sub-Servicer pursuant to Section
      3.02.

     

    “Sub-Servicing
      Account”: An account established by a Sub-Servicer which meets the requirements
      set forth in Section 3.08 and is otherwise acceptable to the
      Servicer.

     

    “Sub-Servicing
      Agreement”: The written contract between the Servicer and a Sub-Servicer
      relating to servicing and administration of certain Mortgage Loans as provided
      in Section 3.02.

     

    “Subordinate
      Certificates”: Collectively, the Mezzanine Certificates and the Class CE
      Certificates.

     

    “Subsequent
      Recoveries”: As of any Distribution Date, amounts received by the Trust Fund
      (net of any related expenses permitted to be reimbursed to the related
      Sub-Servicer or the Servicer from such amounts under the related Sub-Servicing
      Agreement or hereunder) specifically related to a Mortgage Loan that was the
      subject of a liquidation or an REO Disposition prior to the related Prepayment
      Period that resulted in a Realized Loss.

     

    “Substitution
      Shortfall Amount”:  As defined in Section 2.03(d) hereof.

     

    “Supplemental
      Interest Trust”:  As defined in Section 4.09.

     

    “Supplemental
      Interest Trust Trustee”:  Citibank, N.A., a national banking
      association, not in its individual capacity but solely in its capacity as
      Supplemental Interest Trust Trustee, and any successor thereto.

     

    “Swap
      Account”: The account or accounts created and maintained pursuant to Section
      4.09.  The Swap Account must be an Eligible Account.

     

    “Swap
      Credit Support Annex”: The credit support annex, dated the Closing Date, between
      the Supplemental Interest Trust Trustee and the Interest Rate Swap Provider,
      which is annexed to and forms part of the Interest Rate Swap
      Agreement.

     

    “Swap
      Expense Fee Rate”:  With respect to each Distribution Date, an amount,
      expressed as a per annum rate, equal to the sum of (i) the product of (a) the
      Net Swap Payment owed to the Swap Provider, if any, divided by the aggregate
      principal balance of the mortgage loans and (b) 12, (ii) the product of (a)
      the
      Swap Termination Payment (other than any Swap Termination Payment due to a
      Swap
      Provider Trigger Event) owed to the Swap Provider, if any, divided by the
      aggregate principal balance of the mortgage loans and (b) 12.

     

    “Swap
      Interest Shortfall Amount”: Any shortfall of interest with respect to any Class
      of Certificates resulting from the application of the Net WAC Pass-Through
      Rate
      due to a discrepancy between the Uncertificated Notional Amount of REMIC VI
      Regular Interest SWAP IO and the scheduled notional amount.

     

    “Swap
      LIBOR”: A per annum rate equal to the floating rate payable by the Interest Rate
      Swap Provider under the Interest Rate Swap Agreement.

     

    “Swap
      Provider Trigger Event”: A Swap Termination Payment that is triggered upon: (i)
      an Event of Default under the Interest Rate Swap Agreement with respect to
      which
      the Interest Rate Swap Provider is a Defaulting Party (as defined in the
      Interest Rate Swap Agreement), (ii) a Termination Event under the Interest
      Rate
      Swap Agreement with respect to which the Interest Rate Swap Provider is the
      sole
      Affected Party (as defined in the Interest Rate Swap Agreement) or (iii) an
      Additional Termination Event under the Interest Rate Swap Agreement with respect
      to which the Interest Rate Swap Provider is the sole Affected
      Party.

     

    “Swap
      Termination Payment”: The payment due to either party under the Interest Rate
      Swap Agreement upon the early termination of the Interest Rate Swap
      Agreement.

     

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

     

    “Termination
      Price”:  As defined in Section 9.01.

     

    “Terminator”:
      As defined in Section 9.01.

     

    “Transfer”:
      Any direct or indirect transfer, sale, pledge, hypothecation, or other form
      of
      assignment of any Ownership Interest in a Certificate.

     

    “Transferee”:
      Any Person who is acquiring by Transfer any Ownership Interest in a
      Certificate.

     

    “Transferor”:
      Any Person who is disposing by Transfer of any Ownership Interest in a
      Certificate.

     

    “Trigger
      Event”: A Trigger Event is in effect on any Distribution Date on or after the
      Stepdown Date if:

     

    (a)           the
      Delinquency Percentage exceeds 32.06% of the Senior Enhancement Percentage
      for
      the prior Distribution Date; or

     

    (b)           the
      aggregate amount of Realized Losses incurred since the Cut-off Date through
      the
      last day of the related Due Period (reduced by the aggregate amount of
      Subsequent Recoveries received since the Cut-off Date through the last day
      of
      the related Due Period) and any principal or interest amounts that have been
      forgiven as part of a loan modification divided by aggregate Stated Principal
      Balance of the Mortgage Loans as of the Cut-off Date exceeds the applicable
      percentages set forth below with respect to such Distribution Date (the
“Realized Loss Percentage”):

     

    
      	
              
                Distribution
                  Date Occurring In

              

            	 	
              
                Percentage

              

            
	
              November
                2009 through October 2010

            	 	
              1.50%
                for the first month plus an additional 1/12th of 1.85% for each month
                thereafter

            
	
              November
                2010 through October 2011

            	 	
              3.35%
                for the first month plus an additional 1/12th of 2.00% for each month
                thereafter

            
	
              November
                2011 through October 2012

            	 	
              5.35%
                for the first month plus an additional 1/12th of 1.60% for each month
                thereafter

            
	
              November
                2012 through October 2013

            	 	
              6.95%
                for the first month plus an additional 1/12th of 0.95% for each month
                thereafter

            
	
              November
                2013 and thereafter

            	 	
              7.90%

            


    

    


    “Trust”:  Citigroup
      Mortgage Loan Trust 2007-WFHE4.

     

    “Trust
      Administrator”: Citibank, N.A., or its successor in interest, or any successor
      trust administrator appointed as herein provided.

     

    “Trust
      Fund”: Collectively, all of the assets of each Trust REMIC, the Net WAC Rate
      Carryover Reserve Account, the Interest Rate Swap Agreement, the Swap Account,
      the Supplemental Interest Trust, Servicer Prepayment Charge Payment Amounts
      and
      the other assets conveyed by the Depositor to the Trustee pursuant to Section
      2.01.

     

    “Trust
      REMIC”: Any of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V, REMIC VI or
      REMIC VII.

     

     “Trustee”:
      U.S. Bank National Association, or its successor in interest, or any successor
      trustee appointed as herein provided.

     

    “Uncertificated
      Balance”: The amount of any REMIC Regular Interest outstanding as of any date of
      determination.  As of the Closing Date, the Uncertificated Balance of
      each REMIC Regular Interest shall equal the amount set forth in the Preliminary
      Statement hereto as its initial Uncertificated Balance. On each Distribution
      Date, the Uncertificated Balance of each REMIC Regular Interest shall be reduced
      by all distributions of principal made on such REMIC Regular Interest on such
      Distribution Date pursuant to Section 4.01 and, if and to the extent necessary
      and appropriate, shall be further reduced on such Distribution Date by Realized
      Losses as provided in Section 4.04. The Uncertificated Balance of REMIC III
      Regular Interest LTZZ shall be increased by interest deferrals as provided
      in
      Section 4.01.  With respect to the Class CE Interest as of any date of
      determination, an amount equal to the excess, if any, of (A) the then aggregate
      Uncertificated Principal Balance of the REMIC III Regular Interests over (B)
      the
      then aggregate Certificate Principal Balance of the Floating Rate Certificates
      and the Class P Certificates then outstanding. The Uncertificated Principal
      Balance of each REMIC Regular Interest that has an Uncertificated Principal
      Balance shall never be less than zero.

     

    “Uncertificated
      Interest”: With respect to any REMIC Regular Interest for any Distribution Date,
      one month’s interest at the related REMIC Remittance Rate applicable to such
      REMIC Regular Interest for such Distribution Date, accrued on the Uncertificated
      Balance thereof immediately prior to such Distribution Date. Uncertificated
      Interest in respect of any REMIC Regular Interest shall accrue on the basis
      of a
      360-day year consisting of twelve 30-day months. Uncertificated Interest with
      respect to each Distribution Date, as to any REMIC Regular Interest, shall
      be
      reduced by an amount equal to the sum of (a) the aggregate Prepayment Interest
      Shortfall, if any, for such Distribution Date to the extent not covered by
      payments pursuant to Section 3.24 and (b) the aggregate amount of any Relief
      Act
      Interest Shortfall, if any allocated, in each case, to such REMIC Regular
      Interest pursuant to Section 1.02.  In addition, Uncertificated
      Interest with respect to each Distribution Date, as to any REMIC Regular
      Interest shall be reduced by Realized Losses, if any, allocated to such REMIC
      Regular Interest pursuant to Section 1.02 and Section 4.04.

     

    “Uncertificated
      Notional Amount”: With respect to the Class CE Interest and any Distribution
      Date, the aggregate Uncertificated Principal Balance of the REMIC III Regular
      Interests (other than REMIC III Regular Interest LTX1(1), REMIC III Regular
      Interest LTX1(2) and REMIC III Regular Interest LTIO).

     

    With
      respect to REMIC III Regular Interest LTX1(1) and each Distribution Date listed
      below, the aggregate Uncertificated Balance of the REMIC II Regular Interests
      listed below:

     

    
      	
              
                Distribution
                  Date

              

            	 	
              
                REMIC
                  II Regular Interests

              

            
	
              1

            	 	
              LTX1-1
                through LTX1-7

            
	
              2
–
                4

            	 	
              LTX1-2
                through LTX1-7

            
	
              5

            	 	
              LTX1-3
                through LTX1-7

            
	
              6

            	 	
              LTX1-4
                through LTX1-7

            
	
              7
                -
                8

            	 	
              LTX1-5
                through LTX1-7

            
	
              9
–
                10

            	 	
              LTX1-6
                and LTX1-7

            
	
              11

            	 	
              LTX1-7

            
	
              thereafter

            	 	
              $0.00

            


    

    


    With
      respect to REMIC III Regular Interest LTX1(2) and each Distribution Date listed
      below, the aggregate Uncertificated Balance of the REMIC II Regular Interests
      listed below:

     

    
      	
              
                Distribution
                  Date

              

            	 	
              
                REMIC
                  II Regular Interests

              

            
	
              1

            	 	
              LTX1-8
                through LTX1-14

            
	
              2
–
                4

            	 	
              LTX1-9
                through LTX1-14

            
	
              5

            	 	
              LTX1-10
                through LTX1-14

            
	
              6

            	 	
              LTX1-11
                through LTX1-14

            
	
              7
                -
                8

            	 	
              LTX1-12
                through LTX1-14

            
	
              9
–
                10

            	 	
              LTX1-13
                and LTX1-14

            
	
              11

            	 	
              LTX1-14

            
	
              thereafter

            	 	
              $0.00

            


    

    


     

     With
      respect to REMIC II Regular Interest LTIO and each Distribution Date listed
      below, the aggregate Uncertificated Balance of the REMIC I Regular Interests
      ending with the designation “A” listed below:

     

    
      	
              
                Distribution
                  Date

              

            	 	
              
                REMIC
                  I Regular Interests

              

            
	
              1

            	 	
              I-1-A
                through I-39-A and II-1-A through II-39-A

            
	
              2

            	 	
              I-2-A
                through I-39-A and II-2-A through II-39-A

            
	
              3

            	 	
              I-3-A
                through I-39-A and II-3-A through II-39-A

            
	
              4

            	 	
              I-4-A
                through I-39-A and II-4-A through II-39-A

            
	
              5

            	 	
              I-5-A
                through I-39-A and II-5-A through II-39-A

            
	
              6

            	 	
              I-6-A
                through I-39-A and II-6-A through II-39-A

            
	
              7

            	 	
              I-7-A
                through I-39-A and  II-7-A through II-39-A

            
	
              8

            	 	
              I-8-A
                through I-39-A and  II-8-A through II-39-A

            
	
              9

            	 	
              I-9-A
                through I-39-A and  II-9-A through II-39-A

            
	
              10

            	 	
              I-10-A
                through I-39-A and  II-10-A through II-39-A

            
	
              11

            	 	
              I-11-A
                through I-39-A and  II-11-A through II-39-A

            
	
              12

            	 	
              I-12-A
                through I-39-A and  II-12-A through II-39-A

            
	
              13

            	 	
              I-13-A
                through I-39-A and  II-13-A through II-39-A

            
	
              14

            	 	
              I-14-A
                through I-39-A and  II-14-A through II-39-A

            
	
              15

            	 	
              I-15-A
                through I-39-A and  II-15-A through II-39-A

            
	
              16

            	 	
              I-16-A
                through I-39-A and  II-16-A through II-39-A

            
	
              17

            	 	
              I-17-A
                through I-39-A and  II-17-A through II-39-A

            
	
              18

            	 	
              I-18-A
                through I-39-A and  II-18-A through II-39-A

            
	
              19

            	 	
              I-19-A
                through I-39-A and II-19-A through II-39-A

            
	
              20

            	 	
              I-20-A
                through I-39-A and II-20-A through II-39-A

            
	
              21

            	 	
              I-21-A
                through I-39-A and II-21-A through II-39-A

            
	
              22

            	 	
              I-22-A
                through I-39-A and II-22-A through II-39-A

            
	
              23

            	 	
              I-23-A
                through I-39-A and II-23-A through II-39-A

            
	
              24

            	 	
              I-24-A
                through I-39-A and II-24-A through II-39-A

            
	
              25

            	 	
              I-25-A
                through I-39-A and II-25-A through II-39-A

            
	
              26

            	 	
              I-26-A
                through I-39-A and II-26-A through II-39-A

            
	
              27

            	 	
              I-27-A
                through I-39-A and II-27-A through II-39-A

            
	
              28

            	 	
              I-28-A
                through I-39-A and II-28-A through II-39-A

            
	
              29

            	 	
              I-29-A
                through I-39-A and II-29-A through II-39-A

            
	
              30

            	 	
              I-30-A
                through I-39-A and II-30-A through II-39-A

            
	
              31

            	 	
              I-31-A
                through I-39-A and II-31-A through II-39-A

            
	
              32

            	 	
              I-32-A
                through I-39-A and II-32-A through II-39-A

            
	
              33

            	 	
              I-33-A
                through I-39-A and II-33-A through II-39-A

            
	
              34

            	 	
              I-34-A
                through I-39-A and II-34-A through II-39-A

            
	
              35

            	 	
              I-35-A
                through I-39-A and II-35-A through II-39-A

            
	
              36
                through 63

            	 	
              I-36-A
                through I-39-A and II-36-A through II-39-A

            
	
              64

            	 	
              I-37-A
                through I-39-A and II-37-A through II-39-A

            
	
              65

            	 	
              I-38-A
                and I-39-A and II-38-A and II-48-A

            
	
              66

            	 	
              I-39-A
                and II-39-A

            
	
              thereafter

            	 	
              $0.00

            


    

    


     “Uninsured
      Cause”: Any cause of damage to a Mortgaged Property such that the complete
      restoration of such property is not fully reimbursable by the hazard insurance
      policies required to be maintained pursuant to Section 3.14.

     

    “United
      States Person”: A citizen or resident of the United States, a corporation,
      partnership or other entity created or organized in, or under the laws of,
      the
      United States, any State thereof or the District of Columbia (except, in the
      case of a partnership, to the extent provided in regulations); provided that,
      for purposes solely of the restrictions on the transfer of the Residual
      Certificates, no partnership or other entity treated as a partnership for United
      States federal income tax purposes shall be treated as a United States Person
      unless all persons that own an interest in such partnership either directly
      or
      through any entity that is not a corporation for United States federal income
      tax purposes are required by the applicable operative agreement to be United
      States Persons, or an estate whose income is subject to United States federal
      income tax regardless of its source, or a trust if a court within the United
      States is able to exercise primary supervision over the administration of the
      trust and one or more United States Persons have the authority to control all
      substantial decisions of the trust. To the extent prescribed in regulations
      by
      the Secretary of the Treasury, which have not yet been issued, a trust which
      was
      in existence on August 20, 1996 (other than a trust treated as owned by the
      grantor under subpart E of part I of subchapter J of chapter 1 of the Code),
      and
      which was treated as a United States person on August 20, 1996 may elect to
      continue to be treated as a United States person notwithstanding the previous
      sentence. The term “United States” shall have the meaning set forth in Section
      7701 of the Code.

     

    “Value”:
      With respect to any Mortgaged Property, the lesser of (i) the value thereof
      as
      determined by an appraisal made for the originator of the Mortgage Loan at
      the
      time of origination of the Mortgage Loan and (ii) the purchase price paid for
      the related Mortgaged Property by the Mortgagor with the proceeds of the
      Mortgage Loan, provided, however, in the case of a Refinanced Mortgage Loan,
      such value of the Mortgaged Property is based solely upon the value determined
      by an appraisal made for the originator of such Refinanced Mortgage Loan at
      the
      time of origination of such Refinanced Mortgage Loan by an
      appraiser.

     

    “Voting
      Rights”: The portion of the voting rights of all of the Certificates which is
      allocated to any Certificate. With respect to any date of determination, 97%
      of
      all Voting Rights will be allocated among the holders of the Floating Rate
      Certificates (other than the Class X-1 Certificates) and the Class CE
      Certificates in proportion to the then outstanding Certificate Principal
      Balances of their respective Certificates, 1% of all Voting Rights will be
      allocated to the holders of the Class X-1 Certificates, 1% of all Voting Rights
      will be allocated to the holders of the Class P Certificates and 1% of all
      Voting Rights will be allocated among the holders of the Residual Certificates.
      The Voting Rights allocated to each Class of Certificate shall be allocated
      among Holders of each such Class in accordance with their respective Percentage
      Interests as of the most recent Record Date.

     

    
      	
              SECTION
                1.02  

            	
              Allocation
                of Certain Interest Shortfalls.

            


    

     

    For
      purposes of calculating the Interest Distribution Amount for the Floating Rate
      Certificates and the Class CE Certificates for any Distribution Date, the
      aggregate amount of any Prepayment Interest Shortfalls (to the extent not
      covered by payments by the Servicer pursuant to Section 3.24) and any Relief
      Act
      Interest Shortfalls incurred in respect of the Mortgage Loans for any
      Distribution Date shall be allocated first, to the Class CE Certificates based
      on, and to the extent of, one month’s interest at the then applicable
      Pass-Through Rate on the Notional Amount of the Class CE Certificates and,
      thereafter, among the Floating Rate Certificates on a pro rata basis
      based on, and to the extent of, one month’s interest at the then applicable
      respective Pass-Through Rate on the respective Certificate Principal Balance
      (or
      Notional Amount in the case of the Class X-1 Certificates) of each such
      Certificate immediately prior to such Distribution Date.

     

    For
      purposes of calculating the amount of Uncertificated Interest for the REMIC
      I
      Group I Regular Interests for any Distribution Date, the aggregate amount of
      any
      Prepayment Interest Shortfalls (to the extent not covered by payments by the
      Servicer pursuant to Section 3.24) and any Relief Act Interest Shortfalls
      incurred in respect of the Group I Mortgage Loans shall be allocated first,
      to
      REMIC I Regular Interest I and to the REMIC I Regular Interests ending with
      the
      designation “B”, pro rata based on, and to the extent of, one month’s
      interest at the then applicable respective REMIC I Remittance Rates on the
      respective Uncertificated Principal Balances of each such REMIC I Group I
      Regular Interest, and then, to REMIC I Group I Regular Interests ending with
      the
      designation “A”, pro rata based on, and to the extent of, one month’s
      interest at the then applicable respective REMIC I Remittance Rates on the
      respective Uncertificated Balances of each such REMIC I Group I Regular
      Interest.

     

    For
      purposes of calculating the amount of Uncertificated Interest for the REMIC
      I
      Group II Regular Interests for any Distribution Date, the aggregate amount
      of
      any Prepayment Interest Shortfalls (to the extent not covered by payments by
      the
      Servicer pursuant to Section 3.24) and any Relief Act Interest Shortfalls
      incurred in respect of the Group II Mortgage Loans shall be allocated first,
      to
      REMIC I Regular Interest II and to the REMIC I Group II Regular Interests ending
      with the designation “B”, pro rata based on, and to the extent of, one
      month’s interest at the then applicable respective REMIC I Remittance Rates on
      the respective Uncertificated Principal Balances of each such REMIC I Group
      II
      Regular Interest, and then, to REMIC I Group II Regular Interests ending with
      the designation “A”, pro rata based on, and to the extent of, one
      month’s interest at the then applicable respective REMIC I Remittance Rates on
      the respective Uncertificated Balances of each such REMIC I Group II Regular
      Interest.

     

    For
      purposes of calculating the amount of Uncertificated Interest for the REMIC
      II
      Group I Regular Interests for any Distribution Date, the aggregate amount of
      any
      Prepayment Interest Shortfalls (to the extent not covered by payments by the
      Servicer pursuant to Section 3.24) and any Relief Act Interest Shortfalls
      incurred in respect of the Group I Mortgage Loans shall be allocated among
      the
      REMIC II Group I Regular Interests, pro rata based on, and to the
      extent of, one month’s interest at the then applicable respective REMIC II
      Remittance Rate on the respective Uncertificated Balance of each such REMIC
      II
      Group I Regular Interest.

     

    For
      purposes of calculating the amount of Uncertificated Interest for the REMIC
      II
      Group II Regular Interests for any Distribution Date, the aggregate amount
      of
      any Prepayment Interest Shortfalls (to the extent not covered by payments by
      the
      Servicer pursuant to Section 3.24) and any Relief Act Interest Shortfalls
      incurred in respect of the Group II Mortgage Loans shall be allocated among
      the
      REMIC II Group II Regular Interests, pro rata based on, and to the
      extent of, one month’s interest at the then applicable respective REMIC II
      Remittance Rate on the respective Uncertificated Balance of each such REMIC
      II
      Group II Regular Interest.

     

    For
      purposes of calculating the amount of Uncertificated Interest for the REMIC
      III
      Regular Interests for any Distribution Date, REMIC III Marker Allocation
      Percentage of the aggregate amount of any Prepayment Interest Shortfalls (to
      the
      extent not covered by payments by the Servicer pursuant to Section 3.24) and
      any
      Relief Act Interest Shortfalls incurred in respect of the Mortgage Loans shall
      be allocated among REMIC III Regular Interest LTAA, REMIC III Regular Interest
      LTA1, REMIC III Regular Interest LTA2A, REMIC III Regular Interest LTA2B, REMIC
      III Regular Interest LTA2C, REMIC III Regular Interest LTM1, REMIC III Regular
      Interest LTM2, REMIC III Regular Interest LTM3A, REMIC III Regular Interest
      LTM3B, REMIC III Regular Interest LTM4, REMIC III Regular Interest LTM5, REMIC
      III Regular Interest LTM6, REMIC III Regular Interest LTM7, REMIC III Regular
      Interest LTM8, REMIC III Regular Interest LTM9 and REMIC III Regular Interest
      LTZZ pro rata based on, and to the extent of, one month’s interest at
      the then applicable respective REMIC III Remittance Rate on the respective
      Uncertificated Balance of each such REMIC III Regular Interest.

     

    For
      purposes of calculating the amount of Uncertificated Interest for the REMIC
      III
      Regular Interests for any Distribution Date, REMIC III Sub-WAC Allocation
      Percentage of the aggregate amount of any Prepayment Interest Shortfalls (to
      the
      extent not covered by payments by the Servicer pursuant to Section 3.24) and
      any
      Relief Act Interest Shortfalls incurred in respect of the Mortgage Loans shall
      be allocated among REMIC III Regular Interest LT1SUB, REMIC III Regular Interest
      LT1GRP, REMIC III Regular Interest LT2SUB, REMIC III Regular Interest LT2GRP
      and
      REMIC III Regular Interest LTXX, pro rata based on, and to the extent
      of, one month’s interest at the then applicable respective REMIC III Remittance
      Rate on the respective Uncertificated Balance of each such REMIC III Regular
      Interest.

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    ARTICLE
      II


     

    CONVEYANCE
      OF MORTGAGE LOANS;

    ORIGINAL
      ISSUANCE OF CERTIFICATES

     

    
      	
              SECTION
                2.01                      

            	
              Conveyance
                of Mortgage Loans.

            


    

     

    The
      Depositor, concurrently with the execution and delivery hereof, does hereby
      transfer, assign, set over and otherwise convey to the Trustee without recourse
      for the benefit of the Certificateholders all the right, title and interest
      of
      the Depositor, including any security interest therein for the benefit of the
      Depositor, in and to the Mortgage Loans identified on the Mortgage Loan
      Schedule, the rights of the Depositor under the Assignment Agreement, the
      Interest Rate Swap Agreement and the Swap Account and all other assets included
      or to be included in REMIC I. Such assignment includes all interest and
      principal received by the Depositor or the Servicer on or with respect to the
      Mortgage Loans (other than payments of principal and interest due on such
      Mortgage Loans on or before the Cut-off Date). The Depositor herewith delivers
      to the Trust Administrator on behalf of the Trustee an executed copy of the
      Assignment Agreement, and the Trustee and the Trust Administrator acknowledge
      receipt of the same on behalf of the Certificateholders.

     

    In
      connection with such transfer and assignment, the Depositor does hereby deliver
      to, and deposit with, the Trustee or the Custodian on its behalf, the following
      documents or instruments (a “Mortgage File”) with respect to each Mortgage Loan
      so transferred and assigned:

     

    (i)  The
      Mortgage Note, endorsed by manual or facsimile signature without recourse by
      the
      Originator or an Affiliate of the Originator in blank or to the Trustee showing
      a complete chain of endorsements from the named payee to the Trustee or from
      the
      named payee to the Affiliate of the Originator and from such Affiliate to the
      Trustee;

     

    (ii)  The
      original recorded Mortgage, noting the presence of the MIN of the Mortgage
      Loan,
      if applicable, and language indicating that the Mortgage Loan is a MOM Loan
      if
      the Mortgage Loan is a MOM Loan, with evidence of recording thereon or a copy
      of
      the Mortgage certified by the public recording office in those jurisdictions
      where the public recording office retains the original;

     

    (iii)  Unless
      the Mortgage Loan is registered on the MERS® System, an assignment from the
      Originator or an Affiliate of the Originator to the Trustee in recordable form
      of the Mortgage which may be included, where permitted by local law, in a
      blanket assignment or assignments of the Mortgage to the Trustee, including
      any
      intervening assignments and showing a complete chain of title from the original
      mortgagee named under the Mortgage to the Person assigning the Mortgage Loan
      to
      the Trustee (or to MERS, noting the presence of the MIN, if the Mortgage Loan
      is
      registered on the MERS® System);

     

    (iv)  Any
      original assumption, modification, buydown or conversion-to- fixed-interest-rate
      agreement applicable to the Mortgage Loan; and

     

    (v)  The
      original or a copy of the title insurance policy (which may be a certificate
      or
      a short form policy relating to a master policy of title insurance) pertaining
      to the Mortgaged Property, or in the event such original title policy is
      unavailable, a copy of the preliminary title report and the lender’s recording
      instructions, with the original to be delivered within 180 days of the Closing
      Date or an attorney’s opinion of title in jurisdictions where such is the
      customary evidence of title.

     

    In
      instances where an original recorded Mortgage cannot be delivered by the
      Depositor to the Trustee (or the Custodian on behalf of the Trustee) prior
      to or
      concurrently with the execution and delivery of this Agreement, due to a delay
      in connection with the recording of such Mortgage, the Depositor may, (a) in
      lieu of delivering such original recorded Mortgage referred to in clause (ii)
      above, deliver to the Trustee (or the Custodian on behalf of the Trustee) a
      copy
      thereof, provided that the Depositor certifies that the original Mortgage has
      been delivered to a title insurance company for recordation after receipt of
      its
      policy of title insurance or binder therefor (which may be a certificate
      relating to a master policy of title insurance), and (b) in lieu of delivering
      the completed assignment in recordable form referred to in clause (iii) above
      to
      the Trustee (or the Custodian on behalf of the Trustee), deliver such assignment
      to the Trustee (or the Custodian on behalf of the Trustee) completed except
      for
      recording information. In all such instances, the Depositor will deliver the
      original recorded Mortgage and completed assignment (if applicable) to the
      Trustee (or the Custodian on behalf of the Trustee) promptly upon receipt of
      such Mortgage. In instances where an original recorded Mortgage has been lost
      or
      misplaced, the Depositor or the related title insurance company may deliver,
      in
      lieu of such Mortgage, a copy of such Mortgage bearing recordation information
      and certified as true and correct by the office in which recordation thereof
      was
      made. In instances where the original or a copy of the title insurance policy
      referred to in clause (v) above (which may be a certificate relating to a master
      policy of title insurance) pertaining to the Mortgaged Property relating to
      a
      Mortgage Loan cannot be delivered by the Depositor to the Trustee (or the
      Custodian on behalf of the Trustee) prior to or concurrently with the execution
      and delivery of this Agreement because such policy is not yet available, the
      Depositor may, in lieu of delivering the original or a copy of such title
      insurance referred to in clause (v) above, deliver to the Trustee (or the
      Custodian on behalf of the Trustee) a binder with respect to such policy (which
      may be a certificate relating to a master policy of title insurance) and deliver
      the original or a copy of such policy (which may be a certificate relating
      to a
      master policy of title insurance) to the Trustee (or the Custodian on behalf
      of
      the Trustee) within 180 days of the Closing Date.  In instances where
      an original assumption, modification, buydown or conversion-to-fixed-
      interest-rate agreement cannot be delivered by the Depositor to the Trustee
      (or
      the Custodian on behalf of the Trustee) prior to or concurrently with the
      execution and delivery of this Agreement, the Depositor may, in lieu of
      delivering the original of such agreement referred to in clause (iv) above,
      deliver a certified copy thereof.

     

    To
      the
      extent not already recorded, except with respect to any Mortgage Loan for which
      MERS is identified on the Mortgage or on a properly recorded assignment of
      the
      Mortgage as the mortgagee of record, the Servicer, at the expense of the Sponsor
      shall promptly (and in no event later than five Business Days following the
      later of the Closing Date and the date of receipt by the Servicer of the
      recording information for a Mortgage) submit or cause to be submitted for
      recording, at no expense to any Trust REMIC, in the appropriate public office
      for real property records, each Assignment delivered to it pursuant to (iii)
      above. In the event that any such Assignment is lost or returned unrecorded
      because of a defect therein, the Servicer, at the expense of the Sponsor, shall
      promptly prepare or cause to be prepared a substitute Assignment or cure or
      cause to be cured such defect, as the case may be, and thereafter cause each
      such Assignment to be duly recorded. Notwithstanding the foregoing, but without
      limiting the requirement that such Assignments be in recordable form, neither
      the Servicer nor the Trustee shall be required to submit or cause to be
      submitted for recording any Assignment delivered to it or the Custodian pursuant
      to (iii) above if such recordation shall not, as of the Closing Date, be
      required by the Rating Agencies, as a condition to their assignment on the
      Closing Date of their initial ratings to the Certificates, as evidenced by
      the
      delivery by the Rating Agencies of their ratings letters on the Closing Date;
      provided, however, notwithstanding the foregoing, the Servicer shall submit
      each
      Assignment for recording, at no expense to the Trust Fund or the Servicer,
      upon
      the earliest to occur of: (A) reasonable direction by Holders of Certificates
      entitled to at least 25% of the Voting Rights, (B) the occurrence of a Servicer
      Event of Default, (C) the occurrence of a bankruptcy, insolvency or foreclosure
      relating to the Sponsor, (D) the occurrence of a servicing transfer as described
      in Section 7.02 of this Agreement and (E) with respect to any one Assignment
      the
      occurrence of a foreclosure relating to the Mortgagor under the related
      Mortgage. Notwithstanding the foregoing, if the Sponsor fails to pay the cost
      of
      recording the Assignments, such expense will be paid by the Servicer and the
      Servicer shall be reimbursed for such expenses by the Trust as Servicing
      Advances.

     

    In
      connection with the assignment of any Mortgage Loan registered on the MERS
      System, the Depositor further agrees that it will cause, within 30 Business
      Days
      after the Closing Date, the MERS System to indicate that such Mortgage Loans
      have been assigned by the Depositor to the Trustee in accordance with this
      Agreement for the benefit of the Certificateholders by including in such
      computer files (a) the code in the field which identifies the specific Trustee
      and (b) the code in the field “Pool Field” which identifies the series of the
      Certificates issued in connection with such Mortgage Loans.  The
      Depositor further agrees that it will not, and will not permit the Servicer
      to,
      and the Servicer agrees that it will not and will not permit a Sub-Servicer
      to,
      alter the codes referenced in this paragraph with respect to any Mortgage Loan
      during the term of this Agreement unless and until such Mortgage Loan is
      repurchased in accordance with the terms of this Agreement.

     

    With
      respect to a maximum of approximately 5.00% of the Original Mortgage Loans,
      by
      outstanding principal balance of the Original Mortgage Loans as of the Cut-off
      Date, if any original Mortgage Note referred to in (i) above cannot be located,
      the obligations of the Depositor to deliver such documents shall be deemed
      to be
      satisfied upon delivery to the Trustee (or the Custodian on behalf of the
      Trustee) of a photocopy of such Mortgage Note, if available, with a lost note
      affidavit. If any of the original Mortgage Notes for which a lost note affidavit
      was delivered to the Trustee (or the Custodian on behalf of the Trustee) is
      subsequently located, such original Mortgage Note shall be delivered to the
      Trustee (or the Custodian on behalf of the Trustee) within three Business
      Days.

     

    The
      Depositor shall deliver or cause to be delivered to the Trustee (or the
      Custodian on behalf of the Trustee) promptly upon receipt thereof any other
      original documents constituting a part of a Mortgage File received with respect
      to any Mortgage Loan, including, but not limited to, any original documents
      evidencing an assumption, modification, consolidation or extension of any
      Mortgage Loan.

     

    All
      original documents relating to the Mortgage Loans that are not delivered to
      the
      Trustee (or the Custodian on behalf of the Trustee) are and shall be held by
      or
      on behalf of the Sponsor, the Depositor or the Servicer, as the case may be,
      in
      trust for the benefit of the Trustee on behalf of the Certificateholders. In
      the
      event that any such original document is required pursuant to the terms of
      this
      Section to be a part of a Mortgage File, such document shall be delivered
      promptly to the Trustee (or the Custodian on behalf of the Trustee). Any such
      original document delivered to or held by the Depositor that is not required
      pursuant to the terms of this Section to be a part of a Mortgage File, shall
      be
      delivered promptly to the Servicer.

     

    Wherever
      it is provided in this Section 2.01 that any document, evidence or information
      relating to a Mortgage Loan be delivered or supplied to the Trustee, the
      Depositor shall do so by delivery thereof to the Trustee or the Custodian on
      behalf of the Trustee.

     

    The
      parties hereto understand and agree that it is not intended that any Mortgage
      Loan be included in the Trust that is a high-cost home loan as defined by the
      Homeownership and Equity Protection Act of 1994 or any other applicable
      predatory or abusive lending laws.

     

    
      	
              SECTION
                2.02                      

            	
              Acceptance
                of the Trust Fund by the Trustee.

            


    

     

    Subject
      to the provisions of Section 2.01 and subject to any exceptions noted on an
      exception report delivered by or on behalf of the Trustee, the Trustee
      acknowledges receipt of the documents referred to in Section 2.01 (other than
      such documents described in Section 2.01(iv)) above and all other assets
      included in the definition of “Trust Fund” and declares that it holds and will
      hold such documents and the other documents delivered to it constituting the
      Mortgage File, and that it holds or will hold all such assets and such other
      assets included in the definition of “Trust Fund” in trust for the exclusive use
      and benefit of all present and future Certificateholders.

     

    The
      Trustee, by execution and delivery hereof, acknowledges receipt, subject to
      the
      review described in the succeeding sentence, of the documents and other property
      referred to in Section 2.01 and declares that the Trustee (or the Custodian
      on
      behalf of the Trustee) holds and will hold such documents and other property,
      including property yet to be received in the Trust Fund, in trust, upon the
      trusts herein set forth, for the benefit of all present and future
      Certificateholders. The Trustee or the Custodian on its behalf shall, for the
      benefit of the Trustee and the Certificateholders, review each Mortgage File
      within 90 days after execution and delivery of this Agreement, to ascertain
      that
      all required documents have been executed, received and recorded, if applicable,
      and that such documents relate to the Mortgage Loans. If in the course of such
      review the Trustee or the Custodian on its behalf finds a document or documents
      constituting a part of a Mortgage File to be defective or missing in any
      material respect, the Trustee or the Custodian on its behalf shall promptly
      so
      notify the Depositor, the Trust Administrator, the Sponsor, the Servicer and,
      if
      such notice is from the Custodian on the Trustee’s behalf, the Trustee. In
      addition, upon the discovery by the Depositor, the Servicer, the Trust
      Administrator or the Trustee of a breach of any of the representations and
      warranties made by the Originator or the Sponsor in the Assignment Agreement
      in
      respect of any Mortgage Loan which materially adversely affects such Mortgage
      Loan or the interests of the related Certificateholders in such Mortgage Loan,
      the party discovering such breach shall give prompt written notice to the other
      parties.

     

    The
      Depositor and the Trustee intend that the assignment and transfer herein
      contemplated constitute a sale of the Mortgage Loans, the related Mortgage
      Notes
      and the related documents, conveying good title thereto free and clear of any
      liens and encumbrances, from the Depositor to the Trustee in trust for the
      benefit of the Certificateholders and that such property not be part of the
      Depositor’s estate or property of the Depositor in the event of any insolvency
      by the Depositor. In the event that such conveyance is deemed to be, or to
      be
      made as security for, a loan, the parties intend that the Depositor shall be
      deemed to have granted and does hereby grant to the Trustee a first priority
      perfected security interest in all of the Depositor’s right, title and interest
      in and to the Mortgage Loans, the related Mortgage Notes and the related
      documents, and that this Agreement shall constitute a security agreement under
      applicable law.

     

    The
      Trustee may, concurrently with the execution and delivery hereof or at any
      time
      thereafter, enter into a custodial agreement with the Custodian pursuant to
      which the Trustee appoints the Custodian to hold the Mortgage Files on behalf
      of
      the Trustee for the benefit of the Trustee and all present and future
      Certificateholders, which may provide that the Custodian shall, on behalf of
      the
      Trustee, conduct the review of each Mortgage File required under the first
      paragraph of this Section 2.02.  Notwithstanding anything to the
      contrary herein, it is understood that the initial Custodian shall be
      responsible for the review contemplated in the second paragraph of this Section
      2.02 and for all other functions relating to the receipt, review, reporting
      and
      certification provided for herein with respect to the Mortgage Files (other
      than
      ownership thereof for the benefit of the Certificateholders and related duties
      and obligations set forth herein).

     

    
      	
              SECTION
                2.03                      

            	
              Repurchase
                or Substitution of Mortgage Loans by the Sponsor or the
                Depositor.

            


    

     

    (d)  Upon
      discovery or receipt of notice by the Depositor, the Servicer, the Trust
      Administrator or the Trustee of any materially defective document in, or that
      a
      document is missing from, a Mortgage File or of the breach by the Originator
      or
      the Sponsor of any representation, warranty or covenant under the Master
      Agreement or the  Assignment Agreement in respect of any Mortgage Loan
      which materially adversely affects the value of such Mortgage Loan or the
      interest therein of the Certificateholders, the party so discovering or
      receiving notice shall promptly notify the other parties to this Agreement,
      and
      the Trustee thereupon shall promptly notify the Originator and the Sponsor
      of
      such defect, missing document or breach and request that the Originator deliver
      such missing document or cure such defect or that the Originator or the Sponsor,
      as applicable, cure such breach within 90 days from the date the Originator
      or
      the Sponsor, as applicable, was notified of such missing document, defect or
      breach, and if the Originator or Sponsor, as applicable, does not deliver such
      missing document or cure such defect or breach in all material respects during
      such period, the Trustee shall enforce the obligations of the Originator or
      Sponsor, as applicable, under the Master Agreement or the Assignment Agreement
      (i) to repurchase such Mortgage Loan from REMIC I at the Purchase Price within
      90 days after the date on which the Sponsor was notified (subject to Section
      2.03(e)) of such missing document, defect or breach, and (ii) to indemnify
      the
      Trust Fund in respect of such missing document, defect or breach, in the case
      of
      each of (i) and (ii), if and to the extent that the Originator or Sponsor,
      as
      applicable, is obligated to do so under the Master Agreement or the Assignment
      Agreement. The Purchase Price for the repurchased Mortgage Loan and any
      indemnification shall be remitted by the Originator or the Sponsor, as
      applicable, to the Servicer for deposit into the Collection Account, and the
      Trust Administrator, upon receipt of written notice from the Servicer of such
      deposit, shall give written notice to the Trustee and the Custodian that such
      deposit has taken place and the Trustee shall release (or cause the Custodian
      to
      release on its behalf) to the Originator or the Sponsor, as applicable, the
      related Mortgage File, and the Trustee and the Trust Administrator shall execute
      and deliver such instruments of transfer or assignment, in each case without
      recourse, as the Originator or the Sponsor, as applicable, shall furnish to
      it
      and as shall be necessary to vest in the Originator or the Sponsor, as
      applicable, any Mortgage Loan released pursuant hereto, and the Trustee and
      the
      Trust Administrator shall have no further responsibility with regard to such
      Mortgage File. In furtherance of the foregoing, if the Originator or the
      Sponsor, as applicable, is not a member of MERS and repurchases a Mortgage
      Loan
      which is registered on the MERS System, the Originator or the Sponsor, as
      applicable, pursuant to the Master Agreement or the Assignment Agreement at
      its
      own expense and without any right of reimbursement, shall cause MERS to execute
      and deliver an assignment of the Mortgage in recordable form to transfer the
      Mortgage from MERS to the Originator or the Sponsor, as applicable, and shall
      cause such Mortgage to be removed from registration on the MERS System in
      accordance with MERS rules and regulations.  In lieu of repurchasing
      any such Mortgage Loan as provided above, if so provided in the Master Agreement
      or Assignment Agreement the Originator or the Sponsor, as applicable, may cause
      such Mortgage Loan to be removed from REMIC I (in which case it shall become
      a
      Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage
      Loans in the manner and subject to the limitations set forth in Section
      2.03(d).  It is understood and agreed that the obligation of the
      Originator or the Sponsor, as applicable, to cure or to repurchase (or to
      substitute for) any Mortgage Loan as to which a document is missing, a material
      defect in a constituent document exists or as to which such a breach has
      occurred and is continuing, and if and to the extent provided in the Master
      Agreement or Assignment Agreement to perform any applicable indemnification
      obligations with respect to any such omission, defect or breach, as provided
      in
      such Assignment Agreement, shall constitute the only remedies respecting such
      omission, defect or breach available to the Trustee or the Trust Administrator
      on behalf of the Certificateholders.

     

    (e)  Notwithstanding
      anything to the contrary in this Section 2.03, with respect to any breach by
      the
      Originator or the Sponsor, as applicable, of any representation and warranty
      which breach materially and adversely affects the value of any Prepayment Charge
      or the interests of the Certificateholders therein, the Trustee shall enforce
      the obligation of the Originator or the Sponsor, as applicable, to remedy such
      breach as provided in the Master Agreement or Assignment Agreement as follows:
      upon any Principal Prepayment with respect to the affected Mortgage Loan, the
      Originator or the Sponsor, as applicable, shall pay or cause to be paid to
      the
      Purchaser the excess, if any, of (x) the amount of such Prepayment Charge
      calculated as set forth in the Mortgage Loan Schedule and (y) the amount
      collected from the Mortgagor in respect of such Prepayment Charge.

     

    (f)  Within
      90
      days of the earlier of discovery by the Servicer or receipt of notice by the
      Depositor of the breach of any representation, warranty or covenant of the
      Servicer set forth in Section 2.05 which materially and adversely affects the
      interests of the Certificateholders in any Mortgage Loan, the Servicer shall
      cure such breach in all material respects.

     

    (g)  Any
      substitution of Qualified Substitute Mortgage Loans for Deleted Mortgage Loans
      made pursuant to Section 2.03(a) must be effected prior to the date which is
      two
      years after the Startup Day for REMIC I.

     

    As
      to any
      Deleted Mortgage Loan for which the Originator or the Sponsor, as applicable,
      substitutes a Qualified Substitute Mortgage Loan or Loans, such substitution
      shall be effected by the Originator or the Sponsor, as applicable, delivering
      to
      the Trustee (or to the Custodian on behalf of the Trustee, as applicable),
      for
      such Qualified Substitute Mortgage Loan or Loans, the Mortgage Note, the
      Mortgage, the Assignment in blank or to the Trustee, and such other documents
      and agreements, with all necessary endorsements thereon, as are required by
      Section 2.01, together with an Officers’ Certificate providing that each such
      Qualified Substitute Mortgage Loan satisfies the definition thereof and
      specifying the Substitution Shortfall Amount (as described below), if any,
      in
      connection with such substitution.  The Custodian on its behalf and on
      behalf of the Trustee shall, for the benefit of the Certificateholders, review
      each Mortgage File within 90 days after execution and delivery of this
      Agreement, to ascertain that all required documents have been executed, received
      and recorded, if applicable, and that such documents relate to the Mortgage
      Loans.  If in the course of such review the Trustee or the Custodian
      on its behalf finds a document or documents constituting a part of a Mortgage
      File to be defective in any material respect, the Trustee or the Custodian
      on
      its behalf shall promptly so notify the Depositor, the Trust Administrator,
      the
      Originator, the Sponsor and the Servicer.  Monthly Payments due with
      respect to Qualified Substitute Mortgage Loans in the month of substitution
      are
      not part of the Trust Fund and will be retained by the Originator or the
      Sponsor, as applicable.  For the month of substitution, distributions
      to Certificateholders will reflect the Monthly Payment due on such Deleted
      Mortgage Loan on or before the Due Date in the month of substitution, and the
      Originator or the Sponsor, as applicable, shall thereafter be entitled to retain
      all amounts subsequently received in respect of such Deleted Mortgage Loan.
      The
      Trust Administrator shall give or cause to be given written notice to the
      Trustee and the Certificateholders that such substitution has taken place,
      and
      the Trust Administrator shall amend or cause the Custodian to amend the Mortgage
      Loan Schedule to reflect the removal of such Deleted Mortgage Loan from the
      terms of this Agreement and the substitution of the Qualified Substitute
      Mortgage Loan or Loans and, upon receipt thereof, shall deliver a copy of such
      amended Mortgage Loan Schedule to the Servicer.  Upon such
      substitution, such Qualified Substitute Mortgage Loan or Loans shall constitute
      part of the Mortgage Pool and shall be subject in all respects to the terms
      of
      this Agreement and the Master Agreement or Assignment Agreement (including
      all
      applicable representations and warranties thereof included in such Master
      Agreement or Assignment Agreement), in each case as of the date of
      substitution.

     

    For
      any
      month in which the Originator or the Sponsor, as applicable, substitutes one
      or
      more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Loans,
      the Servicer will determine the amount (the “Substitution Shortfall Amount”), if
      any, by which the aggregate Purchase Price of all such Deleted Mortgage Loans
      exceeds the aggregate of, as to each such Qualified Substitute Mortgage Loan,
      the Scheduled Principal Balance thereof as of the date of substitution, together
      with one month’s interest on such Scheduled Principal Balance at the applicable
      Mortgage Loan Remittance Rate.  On the date of such substitution, the
      Trustee will monitor the obligation of the Originator or the Sponsor, as
      applicable, to deliver or cause to be delivered, and shall request that such
      delivery be to the Servicer for deposit in the Collection Account, an amount
      equal to the Substitution Shortfall Amount, if any, and the Trustee (or the
      Custodian on behalf of the Trustee, as applicable), upon receipt of the related
      Qualified Substitute Mortgage Loan or Loans and written notice given by the
      Servicer of such deposit, shall release to the Originator or the Sponsor, as
      applicable, the related Mortgage File or Files and the Trustee and the Trust
      Administrator shall execute and deliver such instruments of transfer or
      assignment, in each case without recourse, as the Originator or the Sponsor,
      as
      applicable, shall deliver to it and as shall be necessary to vest therein any
      Deleted Mortgage Loan released pursuant hereto.

     

    In
      addition, the Originator or the Sponsor, as applicable, shall obtain at its
      own
      expense and deliver to the Trustee and the Trust Administrator an Opinion of
      Counsel to the effect that such substitution will not cause (a) any federal
      tax
      to be imposed on any Trust REMIC, including without limitation, any federal
      tax
      imposed on “prohibited transactions” under Section 860F(a)(1) of the Code or on
“contributions after the startup date” under Section 860G(d)(1) of the Code, or
      (b) any Trust REMIC to fail to qualify as a REMIC at any time that any
      Certificate is outstanding.

     

    (h)  Upon
      discovery by the Depositor, the Servicer, the Trust Administrator or the Trustee
      that any Mortgage Loan does not constitute a “qualified mortgage” within the
      meaning of Section 860G(a)(3) of the Code, the party discovering such fact
      shall
      within two Business Days give written notice thereof to the other parties to
      this Agreement, and the Trustee shall give written notice thereof to the
      Sponsor.  In connection therewith, the Originator or the Sponsor, as
      applicable, pursuant to the Master Agreement or Assignment Agreement or the
      Depositor pursuant to this Agreement shall repurchase or, subject to the
      limitations set forth in Section 2.03(d), substitute one or more Qualified
      Substitute Mortgage Loans for the affected Mortgage Loan within 90 days of
      the
      earlier of discovery or receipt of such notice with respect to such affected
      Mortgage Loan.  Such repurchase or substitution shall be made by (i)
      the Originator or the Sponsor, as applicable, if the affected Mortgage Loan’s
      status as a non-qualified mortgage is or results from a breach of any
      representation, warranty or covenant made by the Originator or the Sponsor,
      as
      applicable, under the Master Agreement or Assignment Agreement or (iii) the
      Depositor, if the affected Mortgage Loan’s status as a non-qualified mortgage is
      a breach of no representation or warranty.  Any such repurchase or
      substitution shall be made in the same manner as set forth in Sections
      2.03(a).  The Trustee shall reconvey to the Depositor, the Originator
      or the Sponsor, as the case may be, the Mortgage Loan to be released pursuant
      hereto in the same manner, and on the same terms and conditions, as it would
      a
      Mortgage Loan repurchased by the Originator or the Sponsor for breach of a
      representation or warranty.

     

    
      	
              SECTION
                2.04                      

            	
              [Reserved].

            


    

     

    
      	
              SECTION
                2.05                      

            	
              Representations,
                Warranties and Covenants of the
                Servicer.

            


    

     

    The
      Servicer hereby represents, warrants and covenants to the Trust Administrator
      and the Trustee, for the benefit of each of the Trustee, the Trust
      Administrator, the Certificateholders and to the Depositor that as of the
      Closing Date or as of such date specifically provided herein:

     

    (i)  The
      Servicer is a national banking association duly formed, validly existing and
      in
      good standing under the laws of the United States of America and is duly
      authorized and qualified to transact any and all business contemplated by this
      Agreement to be conducted by the Servicer;

     

    (ii)  The
      Servicer has the full power and authority to conduct its business as presently
      conducted by it and to execute, deliver and perform, and to enter into and
      consummate, all transactions contemplated by this Agreement.  The
      Servicer has duly authorized the execution, delivery and performance of this
      Agreement, has duly executed and delivered this Agreement, and this Agreement,
      assuming the due authorization, execution and delivery thereof  by the
      Trustee, the Depositor and the Trust Administrator, constitutes a legal, valid
      and binding obligation of the Servicer, enforceable against the Servicer in
      accordance with its terms except as the enforceability thereof may be limited
      by
      bankruptcy, insolvency, reorganization or similar laws affecting the enforcement
      of creditors' rights generally, laws affecting the contract obligations of
      insured banks and by general principles of equity;

     

    (iii)  The
      execution and delivery of this Agreement by the Servicer, the servicing of
      the
      Mortgage Loans by the Servicer hereunder, the consummation by the Servicer
      of
      any other of the transactions herein contemplated, and the fulfillment of or
      compliance with the terms hereof are in the ordinary course of business of
      the
      Servicer and will not (A) result in a breach of any term or provision of the
      charter or by-laws of the Servicer or (B) conflict with, result in a breach,
      violation or acceleration of, or result in a default under, the terms of any
      other material agreement or instrument to which the Servicer is a party or
      by
      which it may be bound, or any statute, order or regulation applicable to the
      Servicer of any court, regulatory body, administrative agency or governmental
      body having jurisdiction over the Servicer; and the Servicer is not a party
      to,
      bound by, or in breach or violation of any indenture or other agreement or
      instrument, or subject to or in violation of any statute, order or regulation
      of
      any court, regulatory body, administrative agency or governmental body having
      jurisdiction over it, which materially and adversely affects or, to the
      Servicer's knowledge, would in the future materially and adversely affect,
      (x)
      the ability of the Servicer to perform its obligations under this Agreement,
      (y)
      the business, operations, financial condition, properties or assets of the
      Servicer taken as a whole or (z) the legality, validity or enforceability of
      this Agreement;

     

    (iv)  The
      Servicer is a HUD approved mortgagee pursuant to Section 203 and Section 211
      of
      the National Housing Act and is an approved seller/servicer for Fannie Mae
      or
      Freddie Mac in good standing. No event has occurred, including but not limited
      to a change in insurance coverage, that would make the Servicer unable to comply
      with HUD eligibility requirements or that would require notification to
      HUD;

     

    (v)  The
      Servicer does not believe, nor does it have any reason or cause to believe,
      that
      it cannot perform each and every covenant made by it and contained in this
      Agreement;

     

    (vi)  No
      litigation is pending against the Servicer that would materially and adversely
      affect the execution, delivery or enforceability of this Agreement or the
      ability of the Servicer to service the Mortgage Loans or to perform any of
      its
      other obligations hereunder in accordance with the terms hereof;

     

    (vii)  There
      are
      no actions or proceedings against, or investigations known to it of, the
      Servicer before any court, administrative or other tribunal (A) that might
      prohibit its entering into this Agreement, (B) seeking to prevent the
      consummation of the transactions contemplated by this Agreement or (C) that
      might prohibit or materially and adversely affect the performance by the
      Servicer of its obligations under, or the validity or enforceability of, this
      Agreement;

     

    (viii)  No
      consent, approval, authorization or order of any court or governmental agency
      or
      body is required for the execution, delivery and performance by the Servicer
      of,
      or compliance by the Servicer with, this Agreement or the consummation by it
      of
      the transactions contemplated by this Agreement, except for such consents,
      approvals, authorizations or orders, if any, that have been obtained prior
      to
      the Closing Date;

     

    (ix)  The
      Servicer has fully furnished and will continue to fully furnish, in accordance
      with the Fair Credit Reporting Act and its implementing regulations, accurate
      and complete information (e.g., favorable and unfavorable) on its borrower
      credit files to Equifax, Experian and Trans Union Credit Information Company
      or
      their successors (the “Credit Repositories”) in a timely manner;
      and

     

    (x)  The
      Servicer is a member of MERS in good standing, and will comply in all material
      respects with the rules and procedures of MERS in connection with the servicing
      of the Mortgage Loans that are registered with MERS.

     

    It
      is
      understood and agreed that the representations, warranties and covenants set
      forth in this Section 2.05 shall survive delivery of the Mortgage Files to
      the
      Trustee or to the Custodian on its behalf and shall inure to the benefit of
      the
      Trustee, the Trust Administrator, the Depositor and the Certificateholders.
      Upon
      discovery by any of the Depositor, the Servicer, the Trust Administrator or
      the
      Trustee of a breach of any of the foregoing representations, warranties and
      covenants which materially and adversely affects the value of any Mortgage
      Loan
      or the interests therein of the Certificateholders, the party discovering such
      breach shall give prompt written notice (but in no event later than two Business
      Days following such discovery) to the Trustee and the Trust Administrator.
      Subject to Section 7.01, the obligation of the Servicer set forth in Section
      2.03(c) to cure breaches shall constitute the sole remedies against the Servicer
      available to the Certificateholders, the Depositor, the Trust Administrator
      or
      the Trustee on behalf of the Certificateholders respecting a breach of the
      representations, warranties and covenants contained in this Section
      2.05.

     

    
      	
              SECTION
                2.06                      

            	
              Issuance
                of the Certificates.

            


    

     

    The
      Trustee acknowledges the assignment to it of the Mortgage Loans and the delivery
      to it or to the Custodian on its behalf of the Mortgage Files, subject to the
      provisions of Section 2.01 and Section 2.02, together with the assignment to
      it
      of all other assets included in REMIC I delivered on the date hereof, receipt
      of
      which is hereby acknowledged. Concurrently with such assignment and delivery
      of
      such assets delivered on the date hereof and in exchange therefor, the Trust
      Administrator, pursuant to the written request of the Depositor executed by
      an
      officer of the Depositor, has executed, authenticated and delivered, to or
      upon
      the order of the Depositor, the Certificates in authorized denominations. The
      interests evidenced by the Certificates (other than the Class CE Certificates,
      the Class P Certificates and the Class R-X Certificates), the Class CE Interest,
      the Class P Interest and the Class IO Interest constitute the entire beneficial
      ownership interest in REMIC IV.

     

    
      	
              SECTION
                2.07                      

            	
              Authorization
                to Enter into the Interest Rate Swap
                Agreement

            


    

     

    The
      Trust
      Administrator, not in its individual capacity but solely in its separate
      capacity as Supplemental Interest Trust Trustee, is hereby directed by the
      Depositor to exercise the rights, perform the obligations, and make any
      representations to be exercised, performed, or made by the Supplemental Interest
      Trust Trustee, as described herein.  The Supplemental Interest Trust
      Trustee is hereby directed to execute and deliver the Interest Rate Swap
      Agreement on behalf of Party B (as defined therein) and to exercise the rights,
      perform the obligations, and make the representations of Party B thereunder,
      solely in its capacity as Supplemental Interest Trust Trustee on behalf of
      Party
      B (as defined therein) and not in its individual capacity.  The
      Depositor and the Certificateholders (by acceptance of their Certificates)
      acknowledge and agree that (i) the Supplemental Interest Trust Trustee shall
      execute and deliver the Interest Rate Swap Agreement on behalf of Party B (as
      defined therein), (ii) the Supplemental Interest Trust Trustee shall exercise
      the rights, perform the obligations, and make the representations of Party
      B
      thereunder, solely in its capacity as Supplemental Interest Trust Trustee on
      behalf of Party B (as defined therein) and not in its individual capacity and
      (iii) the Trust Administrator on the Supplemental Interest Trust Trustee’s
      behalf shall also be entitled to exercise the rights and obligated to perform
      the obligations of Party B under the Interest Rate Swap
      Agreement.  Every provision of this Agreement (including Section 8.01
      of this Agreement) relating to the conduct or affecting the liability of or
      affording protection to the Trust Administrator shall apply to the Supplemental
      Interest Trust Trustee’s execution of the Interest Rate Swap Agreement, and the
      performance of its duties and satisfaction of its obligations
      thereunder.

     

    
      	
              SECTION
                2.08                      

            	
              Conveyance
                of the REMIC Regular Interests; Acceptance of the Trust REMICs by
                the
                Trustee.

            


    

     

    (d)  The
      Depositor, concurrently with the execution and delivery hereof, does hereby
      transfer, assign, set over and otherwise convey in trust to the Trustee without
      recourse all the right, title and interest of the Depositor in and to the assets
      described in the definition of REMIC I for the benefit of the holders of the
      REMIC I Regular Interests (which are uncertificated) and the Class R
      Certificates (in respect of the Class R-I Interest). The Trustee (or the
      Custodian on its behalf, as applicable) acknowledges receipt of the assets
      described in the definition of REMIC I and declares that it holds and will
      hold
      the same in trust for the exclusive use and benefit of the holders of the REMIC
      I Regular Interests and the Class R Certificates (in respect of the Class R-I
      Interest). The interests evidenced by the Class R-I Interest, together with
      the
      REMIC I Regular Interests, constitute the entire beneficial ownership interest
      in REMIC I.

     

    (e)  The
      Depositor, concurrently with the execution and delivery hereof, does hereby
      transfer, assign, set over and otherwise convey in trust to the Trustee without
      recourse all the right, title and interest of the Depositor in and to the REMIC
      I Regular Interests (which are uncertificated) for the benefit of the Holders
      of
      the REMIC II Regular Interests (which are uncertificated) and the Class R
      Certificates (in respect of the Class R-II Interest). The Trustee acknowledges
      receipt of the REMIC I Regular Interests and declares that it holds and will
      hold the same in trust for the exclusive use and benefit of the Holders of
      the
      REMIC II Regular Interests (which are uncertificated) and the Class R
      Certificates (in respect of the Class R-II Interest). The interests evidenced
      by
      the Class R-II Interest, together with the REMIC II Regular Interests,
      constitute the entire beneficial ownership interest in REMIC II.

     

    (f)  The
      Depositor, concurrently with the execution and delivery hereof, does hereby
      transfer, assign, set over and otherwise convey in trust to the Trustee without
      recourse all the right, title and interest of the Depositor in and to the REMIC
      II Regular Interests (which are uncertificated) for the benefit of the Holders
      of the REMIC III Regular Interests (which are uncertificated) and the Class
      R
      Certificates (in respect of the Class R-III Interest). The Trustee acknowledges
      receipt of the REMIC II Regular Interests and declares that it holds and will
      hold the same in trust for the exclusive use and benefit of the Holders of
      the
      REMIC III Regular Interests (which are uncertificated) and the Class R
      Certificates (in respect of the Class R-III Interest). The interests evidenced
      by the Class R-III Interest, together with the REMIC III Regular Interests,
      constitute the entire beneficial ownership interest in REMIC III.

     

    (g)  The
      Depositor, concurrently with the execution and delivery hereof, does hereby
      transfer, assign, set over and otherwise convey in trust to the Trustee without
      recourse all the right, title and interest of the Depositor in and to the REMIC
      III Regular Interests (which are uncertificated) for the benefit of the Holders
      of the Regular Certificates (other than the Class CE Certificates and the Class
      P Certificates), the Class CE Interest, the Class P Interest, the Class IO
      Interest and the Class R Certificates (in respect of the Class R-IV Interest).
      The Trustee acknowledges receipt of the REMIC III Regular Interests and declares
      that it holds and will hold the same in trust for the exclusive use and benefit
      of the Holders of the Regular Certificates (other than the Class CE Certificates
      and the Class P Certificates), the Class CE Interest, the Class P Interest,
      the
      Class IO Interest and the Class R Certificates (in respect of the Class R-IV
      Interest).  The interests evidenced by the Class R-IV Interest,
      together with the Regular Certificates, the Class CE Interest, the Class IO
      Interest and the Class P Interest, constitute the entire beneficial ownership
      interest in REMIC IV.

     

    (h)  The
      Depositor, concurrently with the execution and delivery hereof, does hereby
      transfer, assign, set over and otherwise convey in trust to the Trustee without
      recourse all the right, title and interest of the Depositor in and to the Class
      CE Interest (which is uncertificated) for the benefit of the Holders of the
      Class CE Certificates and the Class R-X Certificates (in respect of the Class
      R-V Interest). The Trustee acknowledges receipt of the Class CE Interest and
      declares that it holds and will hold the same in trust for the exclusive use
      and
      benefit of the Holders of the Class CE Certificates and the Class R-X
      Certificates (in respect of the Class R-V Interest). The interests evidenced
      by
      the Class R-V Interest, together with the Class CE Certificates, constitute
      the
      entire beneficial ownership interest in REMIC V.

     

    (i)  The
      Depositor, concurrently with the execution and delivery hereof, does hereby
      transfer, assign, set over and otherwise convey in trust to the Trustee without
      recourse all the right, title and interest of the Depositor in and to the Class
      P Interest (which is uncertificated) for the benefit of the Holders of the
      Class
      P Certificates and the Class R-X Certificates (in respect of the Class R-VI
      Interest). The Trustee acknowledges receipt of the Class P Interest and declares
      that it holds and will hold the same in trust for the exclusive use and benefit
      of the Holders of the Class P Certificates and the Class R-X Certificates (in
      respect of the Class R-VI Interest). The interests evidenced by the Class R-VI
      Interest, together with the Class P Certificates, constitute the entire
      beneficial ownership interest in REMIC VI.

     

    (j)  The
      Depositor, concurrently with the execution and delivery hereof, does hereby
      transfer, assign, set over and otherwise convey in trust to the Trustee without
      recourse all the right, title and interest of the Depositor in and to the Class
      IO Interest (which is uncertificated) for the benefit of the Holders of REMIC
      VII Regular Interest SWAP IO (which is uncertificated) and the Class R-X
      Certificates (in respect of the Class R-VII Interest). The Trustee acknowledges
      receipt of the Class IO Interest and declares that it holds and will hold the
      same in trust for the exclusive use and benefit of the Holders of REMIC VII
      Regular Interest SWAP IO and the Class R-X Certificates (in respect of the
      Class
      R-VII Interest). The interests evidenced by the Class R-VII Interest, together
      with REMIC VII Regular Interest SWAP IO, constitute the entire beneficial
      ownership interest in REMIC VII.

     

    (k)  Concurrently
      with (i) the assignment and delivery to the Trustee of REMIC I (including the
      Residual Interest therein represented by the Class R-I Interest)and the
      acceptance by the Trustee thereof, pursuant to Section 2.01, Section 2.02 and
      subsection (a) hereof, (ii) the assignment and delivery to the Trustee of REMIC
      II (including the Residual Interest therein represented by the Class R-II
      Interest) and the acceptance by the Trustee thereof, pursuant to Section 2.01,
      Section 2.02 and subsection (b) hereof, (iii) the assignment and delivery to
      the
      Trustee of REMIC III (including the Residual Interest therein represented by
      the
      Class R-III Interest) and the acceptance by the Trustee thereof, pursuant to
      Section 2.01, Section 2.02 and subsection (c) hereof and (iv) the assignment
      and
      delivery to the Trustee of REMIC IV (including the Residual Interest therein
      represented by the Class R-IV Interest) and the acceptance by the Trustee
      thereof, pursuant to Section 2.01, Section 2.02 and subsection (d) hereof,
      (v)
      the assignment and delivery to the Trustee of REMIC V (including the Residual
      Interest therein represented by the Class R-V Interest) and the acceptance
      by
      the Trustee thereof, pursuant to Section 2.01, Section 2.02 and subsection
      (e)
      hereof, (vi) the assignment and delivery to the Trustee of REMIC VI (including
      the Residual Interest therein represented by the Class R-VI Interest) and the
      acceptance by the Trustee thereof, pursuant to Section 2.01, Section 2.02 and
      subsection (f) hereof and (vii) the assignment and delivery to the Trustee
      of
      REMIC VII (including the Residual Interest therein represented by the Class
      R-VII Interest) and the acceptance by the Trustee thereof, pursuant to Section
      2.01, Section 2.02 and subsection (g) hereof, the Trustee, pursuant to the
      written request of the Depositor executed by an officer of the Depositor, has
      executed, authenticated and delivered to or upon the order of the Depositor,
      (A)
      the Class R Certificates in authorized denominations evidencing the Class R-I
      Interest, the Class R-II Interest, the Class R-III Interest an the Class R-IV
      Interest and (B) the Class R-X Certificates in authorized denominations
      evidencing the Class R-V Interest, the Class R-VI Interest and the Class R-VII
      Interest.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    ARTICLE
      III


     

    ADMINISTRATION
      AND SERVICING

    OF
      THE
      MORTGAGE LOANS

     

    
      	
              SECTION
                3.01                      

            	
              Servicer
                to Act as Servicer.

            


    

     

    The
      Servicer shall service and administer the Mortgage Loans on behalf of the Trust
      Fund and in the best interests of and for the benefit of the Certificateholders
      (as determined by the Servicer in its reasonable judgment) in accordance with
      the terms of this Agreement and the respective Mortgage Loans and, to the extent
      consistent with such terms, in the same manner in which it services and
      administers similar mortgage loans for its own portfolio, giving due
      consideration to customary and usual standards of practice of prudent mortgage
      lenders and loan servicers administering similar mortgage loans but without
      regard to:

     

    (i)  any
      relationship that the Servicer, any Sub-Servicer or any Affiliate of the
      Servicer or any Sub-Servicer may have with the related Mortgagor;

     

    (ii)  the
      ownership of any Certificate by the Servicer or any Affiliate of the
      Servicer;

     

    (iii)  the
      Servicer’s obligation to make P&I Advances or Servicing Advances;
      or

     

    (iv)  the
      Servicer’s or any Sub-Servicer’s right to receive compensation for its services
      hereunder or with respect to any particular transaction.

     

    To
      the
      extent consistent with the foregoing, the Servicer (a) shall seek the timely
      and
      complete recovery of principal and interest on the Mortgage Notes and (b) shall
      waive (or permit a Sub-Servicer to waive) a Prepayment Charge only under the
      following circumstances: (i) such waiver is standard and customary in servicing
      similar Mortgage Loans and such waiver relates to a default or a reasonably
      foreseeable default and would, in the reasonable judgment of the Servicer,
      maximize recovery of total proceeds taking into account the value of such
      Prepayment Charge and the related Mortgage Loan, (ii) the collection of such
      Prepayment Charge would be in violation of applicable laws or (iii) the amount
      of the Prepayment Charge set forth on the Prepayment Charge Schedule is not
      consistent with the related Mortgage Note or is otherwise
      unenforceable.  If a Prepayment Charge is waived as permitted by
      meeting the standard described in clauses (ii) or (iii) above, then, the Trustee
      shall enforce the obligations of the Originator under the Master Agreement
      to
      pay the amount of such waived Prepayment Charge, for the benefit of the Holders
      of the Class P Certificates; provided, however, that the Trustee shall not
      be
      under any obligation to take any action pursuant to this paragraph unless
      directed by the Depositor and provided, further, the Depositor hereby agrees
      to
      assist the Trustee in enforcing any obligations of the Originator to repurchase
      or substitute for a Mortgage Loan which has breached a representation or
      warranty under the Master Agreement or Assignment Agreement. If the Trustee
      makes a good faith determination as evidenced by an officer’s certificate
      delivered by the Trustee to the Trust Administrator, that the Servicer’s efforts
      are not reasonably expected to be successful in enforcing such rights, it shall
      notify the Trust Administrator of such failure and the Trust Administrator,
      with
      the cooperation of the Servicer, shall enforce the obligation of the Originator
      under the Master Agreement to pay to the Servicer the amount of such waived
      Prepayment Charge.  If such Originator fails to pay the amount of such
      waived Prepayment Charge in accordance with its obligations under the related
      Master Agreement, the Trustee, Trust Administrator, the Servicer and the
      Depositor shall consult on further actions to be taken against the
      Originator.  Notwithstanding the foregoing, to the extent that the
      Trustee and the Originator are the same entity, the Trust Administrator shall
      enforce the obligations of the Originator under the related Master Agreement
      pursuant to the terms of this paragraph.

     

    To
      the
      extent consistent with the foregoing, the Servicer shall also seek to maximize
      the timely and complete recovery of principal and interest on the Mortgage
      Notes. Subject only to the above-described servicing standards and the terms
      of
      this Agreement and of the respective Mortgage Loans, the Servicer shall have
      full power and authority, acting alone or through Sub-Servicers as provided
      in
      Section 3.02, to do or cause to be done any and all things in connection with
      such servicing and administration which it may deem necessary or desirable.
      Without limiting the generality of the foregoing, the Servicer in its own name
      or in the name of a Sub-Servicer is hereby authorized and empowered by the
      Trustee when the Servicer believes it appropriate in its best judgment in
      accordance with the servicing standards set forth above, to execute and deliver,
      on behalf of the Certificateholders and the Trustee, and upon notice to the
      Trustee, any and all instruments of satisfaction or cancellation, or of partial
      or full release or discharge, and all other comparable instruments, with respect
      to the Mortgage Loans and the Mortgaged Properties and to institute foreclosure
      proceedings or obtain a deed-in-lieu of foreclosure so as to convert the
      ownership of such properties, and to hold or cause to be held title to such
      properties, on behalf of the Trustee and Certificateholders. The Servicer shall
      service and administer the Mortgage Loans in accordance with applicable state
      and federal law and shall provide to the Mortgagors any reports required to
      be
      provided to them thereby. The Servicer shall also comply in the performance
      of
      this Agreement with all reasonable rules and requirements of any standard hazard
      insurance policy. Subject to Section 3.17, the Trustee shall execute, at the
      written request of the Servicer, and furnish to the Servicer and any
      Sub-Servicer such documents as are necessary or appropriate to enable the
      Servicer or any Sub-Servicer to carry out their servicing and administrative
      duties hereunder, and the Trustee hereby grants to the Servicer a power of
      attorney to carry out such duties. The Trustee shall not be liable for the
      actions of the Servicer or any Sub-Servicers under such powers of
      attorney.

     

    In
      accordance with the standards of the preceding paragraph, the Servicer shall
      advance or cause to be advanced funds as necessary for the purpose of effecting
      the timely payment of taxes and assessments on the Mortgaged Properties, which
      advances shall be Servicing Advances reimbursable in the first instance from
      related collections from the Mortgagors pursuant to Section 3.09, and further
      as
      provided in Section 3.11. Any cost incurred by the Servicer or by Sub-Servicers
      in effecting the timely payment of taxes and assessments on a Mortgaged Property
      shall not, for the purpose of calculating distributions to Certificateholders,
      be added to the unpaid principal balance of the related Mortgage Loan,
      notwithstanding that the terms of such Mortgage Loan so permit provided,
      however, that (subject to Section 3.07) the Servicer may capitalize the amount
      of any Servicing Advances incurred pursuant to this Section 3.01 in connection
      with the modification of a Mortgage Loan.

     

    The
      Servicer further is authorized and empowered by the Trustee, on behalf of the
      Certificateholders and the Trustee, in its own name or in the name of the
      Sub-Servicer, when the Servicer or the Sub-Servicer, as the case may be,
      believes it is appropriate in its best judgment to register any Mortgage Loan
      on
      the MERS System, or cause the removal from the registration of any Mortgage
      Loan
      on the MERS System, to execute and deliver, on behalf of the Trustee and the
      Certificateholders or any of them, any and all instruments of assignment and
      other comparable instruments with respect to such assignment or re-recording
      of
      a Mortgage in the name of MERS, solely as nominee for the Trustee and its
      successors and assigns. Any reasonable expenses (i) incurred as a result of
      MERS
      discontinuing or becoming unable to continue operations in connection with
      the
      MERS System or (ii) if the affected Mortgage Loan is in default or, in the
      judgment of the Servicer, such default is reasonably foreseeable, incurred
      in
      connection with the actions described in the preceding sentence, shall be
      subject to withdrawal by the Servicer from the Collection Account.

     

    Notwithstanding
      anything in this Agreement to the contrary, the Servicer may not make any future
      advances with respect to a Mortgage Loan (except as provided in Section 4.03)
      and the Servicer shall not (i) permit any modification with respect to any
      Mortgage Loan (except with respect to a Mortgage Loan that is in default or,
      in
      the judgment of the Servicer, such default is reasonably foreseeable) that
      would
      change the Mortgage Rate, reduce or increase the principal balance (except
      for
      reductions resulting from actual payments of principal) or change the final
      maturity date on such Mortgage Loan provided that the final maturity date for
      any such modified Mortgage Loan shall not exceed the Latest Possible Maturity
      Date as described in the Preliminary Statement hereto or (ii) permit any
      modification, waiver or amendment of any term of any Mortgage Loan that would
      both (A) effect an exchange or reissuance of such Mortgage Loan under Section
      1001 of the Code (or final, temporary or proposed Treasury regulations
      promulgated thereunder) and (B) cause any Trust REMIC to fail to qualify as
      a
      REMIC under the Code or the imposition of any tax on “prohibited transactions”
or “contributions after the startup date” under the REMIC
      Provisions.

     

    The
      Servicer may delegate its responsibilities under this Agreement; provided,
      however, that no such delegation shall release the Servicer from the
      responsibilities or liabilities arising under this Agreement.

     

    
      	
              SECTION
                3.02                      

            	
              Sub-Servicing
                Agreements Between the Servicer and
                Sub-Servicers.

            


    

     

    (d)  The
      Servicer may enter into Sub-Servicing Agreements (provided that such agreements
      would not result in a withdrawal or a downgrading by the Rating Agencies of
      the
      rating on any Class of Certificates) with Sub-Servicers, for the servicing
      and
      administration of the Mortgage Loans; provided, however, such sub-servicing
      arrangement and the terms of the related Sub-Servicing Agreement must provide
      for the servicing of Mortgage Loans in a manner consistent with the servicing
      arrangement contemplated hereunder.

     

    (e)  Each
      Sub-Servicer shall be (i) authorized to transact business in the state or states
      in which the related Mortgaged Properties it is to service are situated, if
      and
      to the extent required by applicable law to enable the Sub-Servicer to perform
      its obligations hereunder and under the Sub-Servicing Agreement and (ii) a
      Freddie Mac or Fannie Mae approved mortgage servicer. Each Sub-Servicing
      Agreement must impose on the Sub-Servicer requirements conforming to the
      provisions set forth in Section 3.08 and provide for servicing of the Mortgage
      Loans consistent with the terms of this Agreement. The Servicer will examine
      each Sub-Servicing Agreement and will be familiar with the terms thereof. The
      terms of any Sub-Servicing Agreement will not be inconsistent with any of the
      provisions of this Agreement. The Servicer and the Sub-Servicers may enter
      into
      and make amendments to the Sub-Servicing Agreements or enter into different
      forms of Sub-Servicing Agreements; provided, however, that any such amendments
      or different forms shall be consistent with and not violate the provisions
      of
      this Agreement, and that no such amendment or different form shall be made
      or
      entered into which could be reasonably expected to be materially adverse to
      the
      interests of the Certificateholders, without the consent of the Holders of
      Certificates entitled to at least 66% of the Voting Rights. Any variation
      without the consent of the Holders of Certificates entitled to at least 66%
      of
      the Voting Rights from the provisions set forth in Section 3.08 relating to
      insurance or priority requirements of Sub-Servicing Accounts, or credits and
      charges to the Sub- Servicing Accounts or the timing and amount of remittances
      by the Sub-Servicers to the Servicer, are conclusively deemed to be inconsistent
      with this Agreement and therefore prohibited. The Servicer shall deliver to
      the
      Trustee and the Trust Administrator copies of all Sub-Servicing Agreements,
      and
      any amendments or modifications thereof, promptly upon the Servicer’s execution
      and delivery of such instruments.

     

    (f)  As
      part
      of its servicing activities hereunder, the Servicer (except as otherwise
      provided in the last sentence of this paragraph), for the benefit of the Trustee
      and the Certificateholders, shall enforce the obligations of each Sub-Servicer
      under the related Sub-Servicing Agreement, including, without limitation, any
      obligation to make advances in respect of delinquent payments as required by
      a
      Sub-Servicing Agreement.  Such enforcement, including, without
      limitation, the legal prosecution of claims, termination of Sub-Servicing
      Agreements, and the pursuit of other appropriate remedies, shall be in such
      form
      and carried out to such an extent and at such time as the Servicer, in its
      good
      faith business judgment, would require were it the owner of the related Mortgage
      Loans. The Servicer shall pay the costs of such enforcement at its own expense,
      and shall be reimbursed therefor only (i) from a general recovery resulting
      from
      such enforcement, to the extent, if any, that such recovery exceeds all amounts
      due in respect of the related Mortgage Loans, or (ii) from a specific recovery
      of costs, expenses or attorneys’ fees against the party against whom such
      enforcement is directed.

     

    
      	
              SECTION
                3.03                      

            	
              Successor
                Sub-Servicers.

            


    

     

    The
      Servicer shall be entitled to terminate any Sub-Servicing Agreement and the
      rights and obligations of any Sub-Servicer pursuant to any Sub-Servicing
      Agreement in accordance with the terms and conditions of such Sub-Servicing
      Agreement. In the event of termination of any Sub-Servicer, all servicing
      obligations of such Sub-Servicer shall be assumed simultaneously by the Servicer
      without any act or deed on the part of such Sub-Servicer or the Servicer, and
      the Servicer either shall service directly the related Mortgage Loans or shall
      enter into a Sub-Servicing Agreement with a successor Sub-Servicer which
      qualifies under Section 3.02.

     

    Any
      Sub-Servicing Agreement shall include the provision that such agreement may
      be
      immediately terminated by the Trustee or the Trust Administrator without fee,
      in
      accordance with the terms of this Agreement, in the event that the Servicer
      shall, for any reason, no longer be the Servicer (including termination due
      to a
      Servicer Event of Default).

     

    
      	
              SECTION
                3.04                      

            	
              Liability
                of the Servicer.

            


    

     

    Notwithstanding
      any Sub-Servicing Agreement, any of the provisions of this Agreement relating
      to
      agreements or arrangements between the Servicer and a Sub-Servicer or reference
      to actions taken through a Sub-Servicer or otherwise, the Servicer shall remain
      obligated and primarily liable to the Trustee and the Certificateholders for
      the
      servicing and administering of the Mortgage Loans in accordance with the
      provisions of Section 3.01 without diminution of such obligation or liability
      by
      virtue of such Sub-Servicing Agreements or arrangements or by virtue of
      indemnification from the Sub-Servicer and to the same extent and under the
      same
      terms and conditions as if the Servicer alone were servicing and administering
      the Mortgage Loans. The Servicer shall be entitled to enter into any agreement
      with a Sub- Servicer for indemnification of the Servicer by such Sub-Servicer
      and nothing contained in this Agreement shall be deemed to limit or modify
      such
      indemnification.

     

    
      	
              SECTION
                3.05                      

            	
              No
                Contractual Relationship Between Sub-Servicers and Trustee, Trust
                Administrator or
                Certificateholders.

            


    

     

    Any
      Sub-Servicing Agreement that may be entered into and any transactions or
      services relating to the Mortgage Loans involving a Sub-Servicer in its capacity
      as such shall be deemed to be between the Sub-Servicer and the Servicer alone,
      and the Trustee, the Trust Administrator and the Certificateholders shall not
      be
      deemed parties thereto and shall have no claims, rights, obligations, duties
      or
      liabilities with respect to the Sub-Servicer except as set forth in Section
      3.06. The Servicer shall be solely liable for all fees owed by it to any
      Sub-Servicer, irrespective of whether the Servicer’s compensation pursuant to
      this Agreement is sufficient to pay such fees.

     

    
      	
              SECTION
                3.06                      

            	
              Assumption
                or Termination of Sub-Servicing Agreements by Trust
                Administrator.

            


    

     

    In
      the
      event the Servicer shall for any reason no longer be the servicer (including
      by
      reason of the occurrence of a Servicer Event of Default), the Trust
      Administrator or its designee shall thereupon assume all of the rights and
      obligations of the Servicer under each Sub-Servicing Agreement that the Servicer
      may have entered into, unless the Trust Administrator elects to terminate any
      Sub-Servicing Agreement in accordance with its terms as provided in Section
      3.03. Upon such assumption, the Trust Administrator, its designee or the
      successor servicer for the Trust Administrator appointed pursuant to Section
      7.02 shall be deemed, subject to Section 3.03, to have assumed all of the
      Servicer’s interest therein and to have replaced the Servicer as a party to each
      Sub-Servicing Agreement to the same extent as if each Sub-Servicing Agreement
      had been assigned to the assuming party, except that (i) the Servicer shall
      not
      thereby be relieved of any liability or obligations under any Sub-Servicing
      Agreement and (ii) none of the Trust Administrator, its designee or any
      successor Servicer shall be deemed to have assumed any liability or obligation
      of the Servicer that arose before it ceased to be the Servicer.

     

    The
      Servicer at its expense shall, upon request of the Trust Administrator, deliver
      to the assuming party all documents and records relating to each Sub-Servicing
      Agreement and the Mortgage Loans then being serviced and an accounting of
      amounts collected and held by or on behalf of it, and otherwise use its best
      efforts to effect the orderly and efficient transfer of the Sub- Servicing
      Agreements to the assuming party.

     

    
      	
              SECTION
                3.07                      

            	
              Collection
                of Certain Mortgage Loan Payments.

            


    

     

    The
      Servicer shall make reasonable efforts to collect all payments called for under
      the terms and provisions of the Mortgage Loans, and shall, to the extent such
      procedures shall be consistent with this Agreement and the terms and provisions
      of any applicable insurance policies, follow such collection procedures as
      it
      would follow with respect to mortgage loans comparable to the Mortgage Loans
      and
      held for its own account. Consistent with the foregoing and the servicing
      standards set forth in Section 3.01, the Servicer may in its discretion (i)
      waive any late payment charge or, if applicable, penalty interest or (ii) extend
      the due dates for Monthly Payments due on a Mortgage Note for a period of not
      greater than 180 days; provided that any extension pursuant to clause (ii)
      above
      shall not affect the amortization schedule of any Mortgage Loan for purposes
      of
      any computation hereunder, except as provided below. In the event of any such
      arrangement pursuant to clause (ii) above, the Servicer shall make timely
      advances on such Mortgage Loan during such extension pursuant to Section 4.03
      and in accordance with the amortization schedule of such Mortgage Loan without
      modification thereof by reason of such arrangements. Notwithstanding the
      foregoing, in the event that any Mortgage Loan is in default or, in the judgment
      of the Servicer, such default is reasonably foreseeable, the Servicer,
      consistent with the standards set forth in Section 3.01, may waive, modify
      or
      vary any term of such Mortgage Loan (including, but not limited to,
      modifications that change the Mortgage Rate, forgive the payment of principal
      or
      interest or extend the final maturity date of such Mortgage Loan, provided
      that
      the final maturity date for any such modified Mortgage Loan shall not exceed
      the
      Latest Possible Maturity Date as described in the Preliminary Statement hereto),
      accept payment from the related Mortgagor of an amount less than the Stated
      Principal Balance in final satisfaction of such Mortgage Loan (such payment,
      a
“Short Pay-off”) or consent to the postponement of strict compliance with any
      such term or otherwise grant indulgence to any Mortgagor, if in the Servicer’s
      determination such waiver, modification, postponement or indulgence is not
      materially adverse to the interests of the Certificateholders (taking into
      account any estimated Realized Loss that might result absent such action);
      provided, however, the Servicer shall not modify any Mortgage Loan in a manner
      that would capitalize the amount of any unpaid Monthly Payments or tax or
      insurance payments advanced by the Servicer on the Mortgagor’s behalf unless the
      related Mortgagor shall have remitted an amount equal to a full Monthly Payment
      (or, in the case of any Mortgage Loan subject to a forbearance plan or
      bankruptcy plan, a full modified monthly payment under such plan) in each of
      the
      three calendar months immediately preceding the month of such
      modification.

     

    
      	
              SECTION
                3.08                      

            	
              Sub-Servicing
                Accounts.

            


    

     

    In
      those
      cases where a Sub-Servicer is servicing a Mortgage Loan pursuant to a
      Sub-Servicing Agreement, the Sub-Servicer will be required to establish and
      maintain one or more accounts (collectively, the “Sub-Servicing Account”). The
      Sub-Servicing Account shall be an Eligible Account and shall comply with all
      requirements of this Agreement relating to the Collection Account. The
      Sub-Servicer shall deposit in the Sub-Servicing Account, in no event more than
      two Business Days after the Sub-Servicer’s receipt thereof, all proceeds of
      Mortgage Loans received by the Sub-Servicer less its servicing compensation
      to
      the extent permitted by the Sub-Servicing Agreement. The Sub-Servicer shall
      thereafter remit such proceeds to the Servicer for deposit in the Collection
      Account not later than two Business Days after the deposit of such amounts
      in
      the Sub-Servicing Account.  For purposes of this Agreement, the
      Servicer shall be deemed to have received payments on the Mortgage Loans when
      the Sub-Servicer receives such payments.

     

    
      	
              SECTION
                3.09                      

            	
              Collection
                of Taxes, Assessments and Similar Items; Servicing
                Accounts.

            


    

     

    To
      the
      extent the terms of a Mortgage provide for Escrow Payments, the Servicer shall
      establish and maintain one or more accounts (the “Servicing Accounts”), into
      which all collections from the Mortgagors (or related advances from
      Sub-Servicers) for the payment of taxes, assessments, fire, flood, and hazard
      insurance premiums, hazard insurance proceeds (to the extent such amounts are
      to
      be applied to the restoration or repair of the property) and comparable items
      for the account of the Mortgagors (“Escrow Payments”) shall be deposited and
      retained. Servicing Accounts shall be Eligible Accounts. The Servicer shall
      deposit in the Servicing Accounts on a daily basis and in no event later than
      the second Business Day after receipt, and retain therein, all Escrow Payments
      collected on account of the Mortgage Loans, for the purpose of effecting the
      timely payment of any such items as required under the terms of this Agreement.
      Withdrawals of amounts from a Servicing Account may be made only to (i) effect
      timely payment of taxes, assessments, fire, flood, and hazard insurance
      premiums, and comparable items; (ii) reimburse the Servicer out of related
      collections for any advances made pursuant to Section 3.01 (with respect to
      taxes and assessments) and Section 3.14 (with respect to fire, flood and hazard
      insurance); (iii) refund to Mortgagors any sums as may be determined to be
      overages; (iv) pay interest, if required and as described below, to Mortgagors
      on balances in the Servicing Account; or (v) clear and terminate the Servicing
      Account at the termination of the Servicer’s obligations and responsibilities in
      respect of the Mortgage Loans under this Agreement in accordance with Article
      IX. As part of its servicing duties, the Servicer shall pay to the Mortgagors
      interest on funds in Servicing Accounts, to the extent required by law and,
      to
      the extent that interest earned on funds in the Servicing Accounts is
      insufficient, to pay such interest from its or their own funds, without any
      reimbursement therefor. Notwithstanding the foregoing, the Servicer shall not
      be
      obligated to collect Escrow Payments if the related Mortgage Loan does not
      require such payments but the Servicer shall nevertheless be obligated to make
      Servicing Advances as provided in Section 3.01. In the event the Servicer shall
      deposit in the Servicing Accounts any amount not required to be deposited
      therein, it may at any time withdraw such amount from the Servicing Accounts,
      any provision to the contrary notwithstanding.

     

    To
      the
      extent that a Mortgage does not provide for Escrow Payments, the Servicer (i)
      shall determine whether any such payments are made by the Mortgagor in a manner
      and at a time that is necessary to avoid the loss of the Mortgaged Property
      due
      to a tax sale or the foreclosure as a result of a tax lien and (ii) shall ensure
      that all insurance required to be maintained on the Mortgaged Property pursuant
      to this Agreement is maintained.  If any such payment has not been
      made and the Servicer receives notice of a tax lien with respect to the Mortgage
      Loan being imposed, the Servicer will, to the extent required to avoid loss
      of
      the Mortgaged Property, advance or cause to be advanced funds necessary to
      discharge such lien on the Mortgaged Property.  The Servicer assumes
      full responsibility for the payment of all such bills and shall effect payments
      of all such bills irrespective of the Mortgagor’s faithful performance in the
      payment of same or the making of the Escrow Payments and shall make Servicing
      Advances from its own funds to effect such payments.

     

    
      	
              SECTION
                3.10                      

            	
              Collection
                Account and Distribution Account.

            


    

     

    (d)  On
      behalf
      of the Trust Fund, the Servicer shall establish and maintain one or more
      separate, segregated trust accounts (such account or accounts, the “Collection
      Account”), held in trust for the benefit of the Trust Administrator, the Trustee
      and the Certificateholders. On behalf of the Trust Fund, the Servicer shall
      deposit or cause to be deposited in the clearing account (which account must
      be
      an Eligible Account) in which it customarily deposits payments and collections
      on mortgage loans in connection with its mortgage loan servicing activities
      on a
      daily basis, and in no event more than two Business Days after the Servicer’s
      receipt thereof, and shall thereafter deposit in the Collection Account, in
      no
      event more than one Business Day after the deposit of such funds into the
      clearing account, as and when received or as otherwise required hereunder,
      the
      following payments and collections received or made by it from and after the
      Cut-off Date (other than in respect of principal or interest on the related
      Mortgage Loans due on or before the Cut-off Date), or payments (other than
      Principal Prepayments) received by it on or prior to the Cut-off Date but
      allocable to a Due Period subsequent thereto:

     

    (i)  all
      payments on account of principal, including Principal Prepayments (but not
      Prepayment Charges), on the Mortgage Loans;

     

    (ii)  all
      payments on account of interest (net of the related Servicing Fee) on each
      Mortgage Loan;

     

    (iii)  all
      Insurance Proceeds and Liquidation Proceeds (other than proceeds collected
      in
      respect of any particular REO Property and amounts paid by the Servicer in
      connection with a purchase of Mortgage Loans and REO Properties pursuant to
      Section 9.01);

     

    (iv)  any
      amounts required to be deposited pursuant to Section 3.12 in connection with
      any
      losses realized on Permitted Investments with respect to funds held in the
      Collection Account;

     

    (v)  any
      amounts required to be deposited by the Servicer pursuant to the second
      paragraph of Section 3.14(a) in respect of any blanket policy
      deductibles;

     

    (vi)  all
      proceeds of any Mortgage Loan repurchased or purchased in accordance with
      Section 2.03 or Section 9.01;

     

    (vii)  all
      amounts required to be deposited in connection with shortfalls in principal
      amount of Qualified Substitute Mortgage Loans pursuant to Section 2.03;
      and

     

    (viii)  all
      Prepayment Charges collected by the Servicer and any Servicer Prepayment Charge
      Payment Amounts in connection with the Principal Prepayment of any of the
      Mortgage Loans.

     

    For
      purposes of the immediately preceding sentence, the Cut-off Date with respect
      to
      any Qualified Substitute Mortgage Loan shall be deemed to be the date of
      substitution.

     

    The
      foregoing requirements for deposit in the Collection Accounts shall be
      exclusive, it being understood and agreed that, without limiting the generality
      of the foregoing, payments in the nature of late payment charges or assumption
      fees (other than Prepayment Charges) need not be deposited by the Servicer
      in
      the Collection Account. In the event the Servicer shall deposit in the
      Collection Account any amount not required to be deposited therein, it may
      at
      any time withdraw such amount from the Collection Account, any provision herein
      to the contrary notwithstanding.

     

    (e)  On
      behalf
      of the Trust Fund, the Trust Administrator, as agent for the Trustee, shall
      establish and maintain one or more separate, segregated trust accounts (such
      account or accounts, the “Distribution Account”), held in trust for the benefit
      of the Certificateholders. On behalf of the Trust Fund, the Servicer shall
      deliver to the Trust Administrator in immediately available funds for deposit
      in
      the Distribution Account on the Servicer Remittance Date, that portion of the
      Available Distribution Amount (calculated without regard to the subtraction
      therefrom of the Credit Risk Manager Fee) for the related Distribution Date
      then
      on deposit in the Collection Account, the amount of all Prepayment Charges
      collected during the applicable Prepayment Period by the Servicer and Servicer
      Prepayment Charge Payment Amounts in connection with the Principal Prepayment
      of
      any of the Mortgage Loans then on deposit in the Collection
      Account.

     

    (f)  Funds
      in
      the Collection Account and the Distribution Account may be invested in Permitted
      Investments in accordance with the provisions set forth in Section 3.12. The
      Servicer shall give notice to the Trust Administrator and the Trust
      Administrator shall give notice to the Trustee and the Depositor of the location
      of the Collection Account maintained by it when established and prior to any
      change thereof. The Trust Administrator shall give notice to the Servicer,
      the
      Trustee and the Depositor of the location of the Distribution Account when
      established and prior to any change thereof.

     

    (g)  Funds
      held in the Collection Account at any time may be delivered by the Servicer
      to
      the Trust Administrator for deposit in an account (which may be the Distribution
      Account and must satisfy the standards for the Distribution Account as set
      forth
      in the definition thereof) and for all purposes of this Agreement shall be
      deemed to be a part of the Collection Account; provided, however, that the
      Trust
      Administrator shall have the sole authority to withdraw any funds held pursuant
      to this subsection (d). In the event the Servicer shall deliver to the Trust
      Administrator for deposit in the Distribution Account any amount not required
      to
      be deposited therein, it may at any time request that the Trust Administrator
      withdraw such amount from the Distribution Account and remit to it any such
      amount, any provision herein to the contrary notwithstanding. In addition,
      the
      Servicer shall deliver to the Trust Administrator from time to time for deposit,
      and upon written notification from the Servicer, the Trust Administrator shall
      so deposit, in the Distribution Account:

     

    (i)  any
      P&I Advances, as required pursuant to Section 4.03;

     

    (ii)  any
      amounts required to be deposited pursuant to Section 3.23(d) or (f) in
      connection with any REO Property;

     

    (iii)  any
      amounts to be paid by the Servicer in connection with a purchase of Mortgage
      Loans and REO Properties pursuant to Section 9.01;

     

    (iv)  any
      amounts required to be deposited pursuant to Section 3.24 in connection with
      any
      Prepayment Interest Shortfalls; and

     

    (v)  any
      Stayed Funds, as soon as permitted by the federal bankruptcy court having
      jurisdiction in such matters.

     

    (h)  Promptly
      upon receipt of any Stayed Funds, whether from the Servicer, a trustee in
      bankruptcy, or federal bankruptcy court or other source, the Trust Administrator
      shall deposit such funds in the Distribution Account, subject to withdrawal
      thereof as permitted hereunder.

     

    (i)  The
      Servicer shall deposit in the Collection Account any amounts required to be
      deposited pursuant to Section 3.12(b) in connection with losses realized on
      Permitted Investments with respect to funds held in the Collection
      Account.

     

    
      	
              SECTION
                3.11                      

            	
              Withdrawals
                from the Collection Account and Distribution
                Account.

            


    

     

    (d)  The
      Servicer shall, from time to time, make withdrawals from the Collection Account
      for any of the following purposes or as described in Section 4.03:

     

    (i)  to
      remit
      to the Trust Administrator for deposit in the Distribution Account the amounts
      required to be so remitted pursuant to Section 3.10(b) or permitted to be so
      remitted pursuant to the first sentence of Section 3.10(d);

     

    (ii)  subject
      to Section 3.16(d), to reimburse the Servicer for P&I Advances, but only to
      the extent of amounts received which represent Late Collections (net of the
      related Servicing Fees) of Monthly Payments on Mortgage Loans with respect
      to
      which such P&I Advances were made in accordance with the provisions of
      Section 4.03;

     

    (iii)  subject
      to Section 3.16(d), to pay the Servicer or any Sub-Servicer (A) any unpaid
      Servicing Fees, (B) any unreimbursed Servicing Advances with respect to each
      Mortgage Loan, but only to the extent of any Liquidation Proceeds, Insurance
      Proceeds or other amounts as may be collected by the Servicer from a Mortgagor,
      or otherwise received with respect to such Mortgage Loan and (C) without
      limiting any right of withdrawal set forth in clause (vi) below, any Servicing
      Advances made with respect to a Mortgage Loan that, following the final
      liquidation of a Mortgage Loan are Nonrecoverable Advances, but only to the
      extent that Late Collections, Liquidation Proceeds and Insurance Proceeds
      received with respect to such Mortgage Loan are insufficient to reimburse the
      Servicer or any Sub-Servicer for such Servicing Advances;

     

    (iv)  to
      pay to
      the Servicer as servicing compensation (in addition to the Servicing Fee) on
      the
      Servicer Remittance Date any interest or investment income earned on funds
      deposited in the Collection Account;

     

    (v)  to
      pay to
      the Servicer, the Depositor or the Sponsor, as the case may be, with respect
      to
      each Mortgage Loan that has previously been purchased or replaced pursuant
      to
      Section 2.03 all amounts received thereon subsequent to the date of purchase
      or
      substitution, as the case may be;

     

    (vi)  to
      reimburse the Servicer for any P&I Advance or Servicing Advance previously
      made which the Servicer has determined to be a Nonrecoverable Advance in
      accordance with the provisions of Section 4.03;

     

    (vii)  to
      reimburse the Servicer or the Depositor for expenses incurred by or reimbursable
      to the Servicer or the Depositor, as the case may be, pursuant to Section
      6.03;

     

    (viii)  to
      reimburse the Servicer, the Trust Administrator or the Trustee, as the case
      may
      be, for expenses reasonably incurred in respect of the breach or defect giving
      rise to the purchase obligation under Section 2.03 or Section 2.04 of this
      Agreement that were included in the Purchase Price of the Mortgage Loan,
      including any expenses arising out of the enforcement of the purchase
      obligation;

     

    (ix)  [reserved];

     

    (x)  to
      pay,
      or to reimburse the Servicer for advances in respect of expenses incurred in
      connection with any Mortgage Loan pursuant to Section 3.16(b); and

     

    (xi)  to
      clear
      and terminate the Collection Account pursuant to Section 9.01.

     

    The
      Servicer shall keep and maintain separate accounting, on a Mortgage Loan by
      Mortgage Loan basis, for the purpose of justifying any withdrawal from the
      Collection Account, to the extent held by or on behalf of it, pursuant to
      subclauses (ii), (iii), (iv), (v), (vi), (viii) and (ix) above. The Servicer
      shall provide written notification to the Trustee and the Trust Administrator,
      on or prior to the next succeeding Servicer Remittance Date, upon making any
      withdrawals from the Collection Account pursuant to subclause (vii)
      above.

     

    (e)  The
      Trust
      Administrator shall, from time to time, make withdrawals from the Distribution
      Account, for any of the following purposes, without priority:

     

    (i)  to
      make
      distributions to the Swap Account in accordance with Section 4.09;

     

    (ii)  to
      make
      distributions to Certificateholders in accordance with Section
      4.01;

     

    (iii)  to
      pay to
      itself any interest income earned on funds deposited in the Distribution Account
      pursuant to Section 3.12(c);

     

    (iv)  to
      reimburse the Trust Administrator or the Trustee pursuant to Section
      7.02;

     

    (v)  to
      pay
      any amounts in respect of taxes pursuant to 10.01(g)(iii);

     

    (vi)  to
      pay
      any Extraordinary Trust Fund Expenses;

     

    (vii)  to
      reimburse the Trust Administrator or the Trustee for any P&I Advance made by
      it under Section 7.01 (if not reimbursed by the Servicer) to the same extent
      the
      Servicer would be entitled to reimbursement under Section 3.11(a);

     

    (viii)  to
      pay
      the Credit Risk Manager the Credit Risk Manager Fee; and

     

    (ix)  to
      clear
      and terminate the Distribution Account pursuant to Section 9.01.

     

    
      	
              SECTION
                3.12                      

            	
              Investment
                of Funds in the Collection Account and the Distribution
                Account.

            


    

     

    (d)  The
      Servicer may direct any depository institution maintaining the Collection
      Account (for purposes of this Section 3.12, an “Investment Account”), and the
      Trust Administrator may at the direction of the Depositor direct any depository
      institution maintaining the Distribution Account (for purposes of this Section
      3.12, also an “Investment Account”), to hold the funds in such Investment
      Account uninvested or to invest the funds in such Investment Account in one
      or
      more Permitted Investments specified in such instruction bearing interest or
      sold at a discount, and maturing, unless payable on demand, (i) no later than
      the Business Day immediately preceding the date on which such funds are required
      to be withdrawn from such account pursuant to this Agreement, if a Person other
      than the Trust Administrator is the obligor thereon, and (ii) no later than
      the
      date on which such funds are required to be withdrawn from such account pursuant
      to this Agreement, if the Trust Administrator is the obligor thereon. All such
      Permitted Investments shall be held to maturity, unless payable on demand.
      Any
      investment of funds in an Investment Account shall be made in the name of the
      Trust Administrator (in its capacity as such) or in the name of a nominee of
      the
      Trust Administrator. The Trust Administrator shall be entitled to sole
      possession (except with respect to investment direction of funds held in the
      Collection Account and the Distribution Account and any income and gain realized
      thereon) over each such investment, and any certificate or other instrument
      evidencing any such investment shall be delivered directly to the Trust
      Administrator or its agent, together with any document of transfer necessary
      to
      transfer title to such investment to the Trust Administrator or its nominee.
      In
      the event amounts on deposit in an Investment Account are at any time invested
      in a Permitted Investment payable on demand, the Trust Administrator
      shall:

     

    (x)           consistent
      with any notice required to be given thereunder, demand that payment thereon
      be
      made on the last day such Permitted Investment may otherwise mature hereunder
      in
      an amount equal to the lesser of (1) all amounts then payable thereunder and
      (2)
      the amount required to be withdrawn on such date; and

     

    (y)           demand
      payment of all amounts due thereunder promptly upon determination by a
      Responsible Officer of the Trust Administrator that such Permitted Investment
      would not constitute a Permitted Investment in respect of funds thereafter
      on
      deposit in the Investment Account.

     

    (e)  All
      income and gain realized from the investment of funds deposited in the
      Collection Account held by or on behalf of the Servicer, shall be for the
      benefit of the Servicer and shall be subject to its withdrawal in accordance
      with Section 3.11. The Servicer shall deposit in the Collection Account the
      amount of any loss of principal incurred in respect of any such Permitted
      Investment made with funds in such accounts immediately upon realization of
      such
      loss.

     

    (f)  All
      income and gain realized from the investment of funds deposited in the
      Distribution Account held by or on behalf of the Trust Administrator, shall
      be
      for the benefit of the Trust Administrator and shall be subject to its
      withdrawal at any time. The Trust Administrator shall deposit in the
      Distribution Account the amount of any loss of principal incurred in respect
      of
      any such Permitted Investment made with funds in such accounts immediately
      upon
      realization of such loss.

     

    (g)  Except
      as
      otherwise expressly provided in this Agreement, if any default occurs in the
      making of a payment due under any Permitted Investment, or if a default occurs
      in any other performance required under any Permitted Investment, the Trust
      Administrator may and, subject to Section 8.01 and Section 8.02(a)(v), upon
      the
      request of the Holders of Certificates representing more than 50% of the Voting
      Rights allocated to any Class of Certificates, shall take such action as may
      be
      appropriate to enforce such payment or performance, including the institution
      and prosecution of appropriate proceedings.

     

    
      	
              SECTION
                3.13                      

            	
              [Reserved].

            


    

     

    
      	
              SECTION
                3.14                      

            	
              Maintenance
                of Hazard Insurance and Errors and Omissions and Fidelity
                Coverage.

            


    

     

    (d)  The
      terms
      of each Mortgage Note require the related Mortgagor to maintain fire, flood
      and
      hazard insurance policies. To the extent such policies are not maintained,
      the
      Servicer shall cause to be maintained for each Mortgaged Property fire and
      hazard insurance with extended coverage as is customary in the area where the
      Mortgaged Property is located in an amount which is at least equal to the lesser
      of the current principal balance of such Mortgage Loan and the amount necessary
      to fully compensate for any damage or loss to the improvements which are a
      part
      of such property on a replacement cost basis, in each case in an amount not
      less
      than such amount as is necessary to avoid the application of any coinsurance
      clause contained in the related hazard insurance policy. The Servicer shall
      also
      cause to be maintained fire and hazard insurance on each REO Property with
      extended coverage as is customary in the area where the Mortgaged Property
      is
      located in an amount which is at least equal to the lesser of (i) the maximum
      insurable value of the improvements which are a part of such property and (ii)
      the outstanding principal balance of the related Mortgage Loan at the time
      it
      became an REO Property. The Servicer will comply in the performance of this
      Agreement with all reasonable rules and requirements of each insurer under
      any
      such hazard policies. Any amounts to be collected by the Servicer under any
      such
      policies (other than amounts to be applied to the restoration or repair of
      the
      property subject to the related Mortgage or amounts to be released to the
      Mortgagor in accordance with the procedures that the Servicer would follow
      in
      servicing loans held for its own account, subject to the terms and conditions
      of
      the related Mortgage and Mortgage Note) shall be deposited in the Collection
      Account, subject to withdrawal pursuant to Section 3.11, if received in respect
      of a Mortgage Loan, or in the REO Account, subject to withdrawal pursuant to
      Section 3.23, if received in respect of an REO Property. Any cost incurred
      by
      the Servicer in maintaining any such insurance shall not, for the purpose of
      calculating distributions to Certificateholders, be added to the unpaid
      principal balance of the related Mortgage Loan, notwithstanding that the terms
      of such Mortgage Loan so permit; provided, however, that the Servicer may
      (subject to Section 3.07) capitalize the amount of any Servicing Advances
      incurred pursuant to this Section 3.14 in connection with the modification
      of a
      Mortgage Loan. It is understood and agreed that no earthquake or other
      additional insurance is to be required of any Mortgagor other than pursuant
      to
      such applicable laws and regulations as shall at any time be in force and as
      shall require such additional insurance.  If the Mortgaged Property or
      REO Property is at any time in an area identified in the Federal Register by
      the
      Federal Emergency Management Agency as having special flood hazards, the
      Servicer will cause to be maintained a flood insurance policy in respect
      thereof. Such flood insurance shall be in an amount equal to the lesser of
      (i)
      the unpaid principal balance of the related Mortgage Loan and (ii) the maximum
      amount of such insurance available for the related Mortgaged Property under
      the
      national flood insurance program (assuming that the area in which such Mortgaged
      Property is located is participating in such program). Such flood insurance
      must
      also be equal to the replacement value or the maximum payable amount under
      the
      Flood Disaster Protection Act (FDPA).

     

    In
      the
      event that the Servicer shall obtain and maintain a blanket policy with an
      insurer having a General Policy Rating of B:VI or better in Best’s Key Rating
      Guide insuring against hazard losses on all of the Mortgage Loans, it shall
      conclusively be deemed to have satisfied its obligations as set forth in the
      first two sentences of this Section 3.14, it being understood and agreed that
      such policy may contain a deductible clause, in which case the Servicer shall,
      in the event that there shall not have been maintained on the related Mortgaged
      Property or REO Property a policy complying with the first two sentences of
      this
      Section 3.14, and there shall have been one or more losses which would have
      been
      covered by such policy, deposit to the Collection Account from its own funds
      the
      amount not otherwise payable under the blanket policy because of such deductible
      clause. In connection with its activities as administrator and servicer of
      the
      Mortgage Loans, the Servicer agrees to prepare and present, on behalf of itself,
      the Trustee, the Trust Fund and the Certificateholders, claims under any such
      blanket policy in a timely fashion in accordance with the terms of such
      policy.

     

    (e)  The
      Servicer shall keep in force during the term of this Agreement a policy or
      policies of insurance covering errors and omissions for failure in the
      performance of its respective obligations under this Agreement, which policy
      or
      policies shall be in such form and amount that would meet the requirements
      of
      Fannie Mae or Freddie Mac if it were the purchaser of the Mortgage Loans, unless
      the Servicer, has obtained a waiver of such requirements from Fannie Mae or
      Freddie Mac. The Servicer shall each also maintain a fidelity bond in the form
      and amount that would meet the requirements of Fannie Mae or Freddie Mac, unless
      the Servicer, has obtained a waiver of such requirements from Fannie Mae or
      Freddie Mac. The Servicer shall be deemed to have complied with this provision
      if an Affiliate of the Servicer, has such errors and omissions and fidelity
      bond
      coverage and, by the terms of such insurance policy or fidelity bond, the
      coverage afforded thereunder extends to the Servicer. Any such errors and
      omissions policy and fidelity bond shall by its terms not be cancelable without
      thirty days’ prior written notice to the Trustee and the Trust
      Administrator.

     

    
      	
              SECTION
                3.15                      

            	
              Enforcement
                of Due-On-Sale Clauses; Assumption
                Agreements.

            


    

     

    The
      Servicer will, to the extent it has knowledge of any conveyance or prospective
      conveyance of any Mortgaged Property by any Mortgagor (whether by absolute
      conveyance or by contract of sale, and whether or not the Mortgagor remains
      or
      is to remain liable under the Mortgage Note and/or the Mortgage), exercise
      its
      rights to accelerate the maturity of such Mortgage Loan under the “due-on-sale”
clause, if any, applicable thereto; provided, however, that the Servicer shall
      not exercise any such rights if prohibited by law from doing so. If the Servicer
      reasonably believes it is unable under applicable law to enforce such
“due-on-sale” clause, or if any of the other conditions set forth in the proviso
      to the preceding sentence apply, the Servicer will enter into an assumption
      and
      modification agreement from or with the person to whom such property has been
      conveyed or is proposed to be conveyed, pursuant to which such person becomes
      liable under the Mortgage Note and, to the extent permitted by applicable state
      law, the Mortgagor remains liable thereon. The Servicer is also authorized
      to
      enter into a substitution of liability agreement with such person, pursuant
      to
      which the original Mortgagor is released from liability and such person is
      substituted as the Mortgagor and becomes liable under the Mortgage Note,
      provided that no such substitution shall be effective unless such person
      satisfies the then current underwriting criteria of the Servicer for mortgage
      loans similar to the Mortgage Loans. In connection with any assumption or
      substitution, the Servicer shall apply such underwriting standards and follow
      such practices and procedures as shall be normal and usual in its general
      mortgage servicing activities and as it applies to other mortgage loans owned
      solely by it. The Servicer shall not take or enter into any assumption and
      modification agreement, however, unless (to the extent practicable in the
      circumstances) it shall have received confirmation, in writing, of the continued
      effectiveness of any applicable hazard insurance policy. Any fee collected
      by
      the Servicer in respect of an assumption or substitution of liability agreement
      will be retained by the Servicer as additional servicing compensation. In
      connection with any such assumption, no material term of the Mortgage Note
      (including but not limited to the related Mortgage Rate and the amount of the
      Monthly Payment) may be amended or modified, except as otherwise required
      pursuant to the terms thereof. The Servicer shall notify the Trustee and the
      Trust Administrator that any such substitution or assumption agreement has
      been
      completed by forwarding to the Trust Administrator on behalf of the Trustee
      the
      executed original of such substitution or assumption agreement, which document
      shall be added to the related Mortgage File and shall, for all purposes, be
      considered a part of such Mortgage File to the same extent as all other
      documents and instruments constituting a part thereof.

     

    Notwithstanding
      the foregoing paragraph or any other provision of this Agreement, the Servicer
      shall not be deemed to be in default, breach or any other violation of its
      obligations hereunder by reason of any assumption of a Mortgage Loan by
      operation of law or by the terms of the Mortgage Note or any assumption which
      the Servicer may be restricted by law from preventing, for any reason whatever.
      For purposes of this Section 3.15, the term “assumption” is deemed to also
      include a sale (of the Mortgaged Property) subject to the Mortgage that is
      not
      accompanied by an assumption or substitution of liability
      agreement.

     

    
      	
              SECTION
                3.16                      

            	
              Realization
                Upon Defaulted Mortgage Loans.

            


    

     

    (d)  The
      Servicer shall, consistent with the servicing standard set forth in Section
      3.01, foreclose upon or otherwise comparably convert the ownership of properties
      securing such of the Mortgage Loans as come into and continue in default and
      as
      to which no satisfactory arrangements can be made for collection of delinquent
      payments pursuant to Section 3.07. The Servicer shall be responsible for all
      costs and expenses incurred by it in any such proceedings; provided, however,
      that such costs and expenses will be recoverable as Servicing Advances by the
      Servicer as contemplated in Section 3.11 and Section 3.23. The foregoing is
      subject to the provision that, in any case in which Mortgaged Property shall
      have suffered damage from an Uninsured Cause, the Servicer shall not be required
      to expend its own funds toward the restoration of such property unless it shall
      determine in its discretion that such restoration will increase the proceeds
      of
      liquidation of the related Mortgage Loan after reimbursement to itself for
      such
      expenses.

     

    (e)  Notwithstanding
      the foregoing provisions of this Section 3.16 or any other provision of this
      Agreement, with respect to any Mortgage Loan as to which the Servicer has
      received actual notice of, or has actual knowledge of, the presence of any
      toxic
      or hazardous substance on the related Mortgaged Property, the Servicer shall
      not, on behalf of the Trustee, either (i) obtain title to such Mortgaged
      Property as a result of or in lieu of foreclosure or otherwise, or (ii)
      otherwise acquire possession of, or take any other action with respect to,
      such
      Mortgaged Property, if, as a result of any such action, the Trustee, the Trust
      Fund, the Trust Administrator, the Servicer or the Certificateholders would
      be
      considered to hold title to, to be a “mortgagee-in-possession” of, or to be an
“owner” or “operator” of such Mortgaged Property within the meaning of the
      Comprehensive Environmental Response, Compensation and Liability Act of 1980,
      as
      amended from time to time, or any comparable law, unless the Servicer has also
      previously determined, based on its reasonable judgment and a report prepared
      by
      a Person who regularly conducts environmental audits using customary industry
      standards, that:

     

    (1)           such
      Mortgaged Property is in compliance with applicable environmental laws or,
      if
      not, that it would be in the best economic interest of the Trust Fund to take
      such actions as are necessary to bring the Mortgaged Property into compliance
      therewith; and

     

    (2)           there
      are no circumstances present at such Mortgaged Property relating to the use,
      management or disposal of any hazardous substances, hazardous materials,
      hazardous wastes, or petroleum-based materials for which investigation, testing,
      monitoring, containment, clean-up or remediation could be required under any
      federal, state or local law or regulation, or that if any such materials are
      present for which such action could be required, that it would be in the best
      economic interest of the Trust Fund to take such actions with respect to the
      affected Mortgaged Property.

     

    The
      cost
      of the environmental audit report contemplated by this Section 3.16 shall be
      advanced by the Servicer, subject to the Servicer’s right to be reimbursed
      therefor from the Collection Account as provided in Section 3.11(a)(ix), such
      right of reimbursement being prior to the rights of Certificateholders to
      receive any amount in the Collection Account received in respect of the affected
      Mortgage Loan or other Mortgage Loans.

     

    If
      the
      Servicer determines, as described above, that it is in the best economic
      interest of the Trust Fund to take such actions as are necessary to bring any
      such Mortgaged Property into compliance with applicable environmental laws,
      or
      to take such action with respect to the containment, clean-up or remediation
      of
      hazardous substances, hazardous materials, hazardous wastes or petroleum-based
      materials affecting any such Mortgaged Property, then the Servicer shall take
      such action as it deems to be in the best economic interest of the Trust Fund.
      The cost of any such compliance, containment, cleanup or remediation shall
      be
      advanced by the Servicer, subject to the Servicer’s right to be reimbursed
      therefor from the Collection Account as provided in Section 3.11(a)(ix), such
      right of reimbursement being prior to the rights of Certificateholders to
      receive any amount in the Collection Account received in respect of the affected
      Mortgage Loan or other Mortgage Loans.

     

    (f)   The
      Servicer shall have the right to purchase from REMIC I any defaulted Mortgage
      Loan that is 90 days or more delinquent, which the Servicer determines in good
      faith will otherwise become subject to foreclosure proceedings (evidence of
      such
      determination to be delivered in writing to the Trustee and the Trust
      Administrator, in form and substance satisfactory to the Trustee and the Trust
      Administrator prior to purchase), at a price equal to the Purchase Price;
      provided, however, that the Servicer shall not use any procedure in selecting
      Mortgage Loans to be repurchased which is materially adverse to the interests
      of
      the Certificateholders. The Purchase Price for any Mortgage Loan purchased
      hereunder shall be deposited in the Collection Account, and the Trust
      Administrator, upon receipt of written certification from the Servicer of such
      deposit, shall release or cause to be released to the Servicer the related
      Mortgage File and the Trust Administrator, upon receipt of written certification
      from the Servicer of such deposit, shall execute and deliver such instruments
      of
      transfer or assignment, in each case without recourse, as the Servicer shall
      furnish and as shall be necessary to vest in the Servicer title to any Mortgage
      Loan released pursuant hereto.

     

    (g)  Proceeds
      received in connection with any Final Recovery Determination, as well as any
      recovery resulting from a partial collection of Insurance Proceeds or
      Liquidation Proceeds, in respect of any Mortgage Loan, will be applied in the
      following order of priority: first, to reimburse the Servicer or any
      Sub-Servicer for any related unreimbursed Servicing Advances and P&I
      Advances, pursuant to Section 3.11(a)(ii) or (a)(iii)(B); second, to accrued
      and
      unpaid interest on the Mortgage Loan, to the date of the Final Recovery
      Determination, or to the Due Date prior to the Distribution Date on which such
      amounts are to be distributed if not in connection with a Final Recovery
      Determination; and third, as a recovery of principal of the Mortgage Loan.
      If
      the amount of the recovery so allocated to interest is less than the full amount
      of accrued and unpaid interest due on such Mortgage Loan, the amount of such
      recovery will be allocated by the Servicer as follows: first, to unpaid
      Servicing Fees; and second, to the balance of the interest then due and owing.
      The portion of the recovery so allocated to unpaid Servicing Fees shall be
      reimbursed to the Servicer or any Sub-Servicer pursuant to Section
      3.11(a)(iii)(A).

     

    
      	
              SECTION
                3.17                      

            	
              Trustee
                to Cooperate; Release of Mortgage
                Files.

            


    

     

    (d)  Upon
      the
      payment in full of any Mortgage Loan, or the receipt by the Servicer of a
      notification that payment in full shall be escrowed in a manner customary for
      such purposes, the Servicer will immediately notify the Custodian, on behalf
      of
      the Trustee, by a Request for Release in the form of Exhibit E (which
      certification shall include a statement to the effect that all amounts received
      or to be received in connection with such payment which are required to be
      deposited in the Collection Account pursuant to Section 3.10 have been or will
      be so deposited) of a Servicing Officer and shall request that the Custodian,
      on
      behalf of the Trustee, deliver to it the Mortgage File. Upon receipt of such
      certification and request, the Custodian, on behalf of the Trustee, shall
      release within two Business Days the related Mortgage File to the Servicer,
      and
      the Servicer is authorized to cause the removal from the registration on the
      MERS® System of any such Mortgage, if applicable, and to execute and deliver, on
      behalf of the Trustee and the Certificateholders or any of them, any and all
      instruments of satisfaction or cancellation or of partial or full
      release.  No expenses incurred in connection with any instrument of
      satisfaction or deed of reconveyance shall be chargeable to the Collection
      Account or the Distribution Account.

     

    The
      Trustee (or the Custodian on its behalf) shall, at the written request and
      expense of any Certificateholder, provide a written report to such
      Certificateholder of all Mortgage Files released to the Servicer for servicing
      purposes.

     

    (e)  From
      time
      to time and as appropriate for the servicing or foreclosure of any Mortgage
      Loan, including, for this purpose, collection under any insurance policy
      relating to the Mortgage Loans, the Custodian, on behalf of the Trustee, shall,
      upon request of the Servicer and delivery to the Custodian and the Trustee
      of a
      Request for Release in the form of Exhibit E, release the related Mortgage
      File
      to the Servicer within two Business Days, and the Custodian, on behalf of the
      Trustee, shall, at the direction of the Servicer, execute such documents as
      shall be necessary to the prosecution of any such proceedings. Such Request
      for
      Release shall obligate the Servicer to return each and every document previously
      requested from the Mortgage File to the Custodian when the need therefor by
      the
      Servicer no longer exists, unless the Mortgage Loan has been liquidated and
      the
      Liquidation Proceeds relating to the Mortgage Loan have been deposited in the
      Collection Account or the Mortgage File or such document has been delivered
      to
      an attorney, or to a public trustee or other public official as required by
      law,
      for purposes of initiating or pursuing legal action or other proceedings for
      the
      foreclosure of the Mortgaged Property either judicially or non-judicially,
      and
      the Servicer has delivered to the Custodian, on behalf of the Trustee, a
      certificate of a Servicing Officer certifying as to the name and address of
      the
      Person to which such Mortgage File or such document was delivered and the
      purpose or purposes of such delivery. Upon receipt of a certificate of a
      Servicing Officer stating that such Mortgage Loan was liquidated and that all
      amounts received or to be received in connection with such liquidation that
      are
      required to be deposited into the Collection Account have been so deposited,
      or
      that such Mortgage Loan has become an REO Property, a copy of the Request for
      Release shall be released by the Custodian, on behalf of the Trustee, to the
      Servicer.

     

    (f)  Upon
      written certification of a Servicing Officer, the Trustee shall execute and
      deliver to the Servicer any court pleadings, requests for trustee’s sale or
      other documents reasonably necessary to the foreclosure or trustee’s sale in
      respect of a Mortgaged Property or to any legal action brought to obtain
      judgment against any Mortgagor on the Mortgage Note or Mortgage or to obtain
      a
      deficiency judgment, or to enforce any other remedies or rights provided by
      the
      Mortgage Note or Mortgage or otherwise available at law or in equity. Each
      such
      certification shall include a request that such pleadings or documents be
      executed by the Trustee and a statement as to the reason such documents or
      pleadings are required and that the execution and delivery thereof by the
      Trustee will not invalidate or otherwise affect the lien of the Mortgage, except
      for the termination of such a lien upon completion of the foreclosure or
      trustee’s sale.

     

    
      	
              SECTION
                3.18                      

            	
              Servicing
                Compensation.

            


    

     

    As
      compensation for the activities of the Servicer hereunder, the Servicer shall
      be
      entitled to the Servicing Fee with respect to each Mortgage Loan payable solely
      from payments of interest in respect of such Mortgage Loan, subject to Section
      3.24. In addition, the Servicer shall be entitled to recover unpaid Servicing
      Fees out of Insurance Proceeds or Liquidation Proceeds to the extent permitted
      by Section 3.11(a)(iii)(A) and out of amounts derived from the operation and
      sale of an REO Property to the extent permitted by Section 3.23. The right
      to
      receive the Servicing Fee may not be transferred in whole or in part except
      in
      connection with the transfer of all of the Servicer’s responsibilities and
      obligations under this Agreement.

     

    Additional
      servicing compensation in the form of assumption fees, late payment charges
      and
      other similar fees and charges (other than Prepayment Charges) shall be retained
      by the Servicer (subject to Section 3.24) only to the extent such fees or
      charges are received by the Servicer. The Servicer shall also be entitled
      pursuant to Section 3.11(a)(iv) to withdraw from the Collection Account, and
      pursuant to Section 3.23(b) to withdraw from any REO Account, as additional
      servicing compensation, interest or other income earned on deposits therein,
      subject to Section 3.12 and Section 3.24. The Servicer shall be required to
      pay
      all expenses incurred by it in connection with its servicing activities
      hereunder (including premiums for the insurance required by Section 3.14, to
      the
      extent such premiums are not paid by the related Mortgagors or by a
      Sub-Servicer, servicing compensation of each Sub-Servicer, and to the extent
      provided herein in Section 8.05, the fees and expenses of the Trustee and the
      Trust Administrator) and shall not be entitled to reimbursement therefor except
      as specifically provided herein.

     

    
      	
              SECTION
                3.19                      

            	
              Reports
                to the Trust Administrator; Collection Account
                Statements.

            


    

     

    Not
      later
      than fifteen days after each Distribution Date, the Servicer shall forward
      to
      the Trust Administrator, upon the request of the Trust Administrator, a
      statement prepared by the Servicer setting forth the status of the Collection
      Account as of the close of business on the last day of the calendar month
      relating to such Distribution Date and showing, for the period covered by such
      statement, the aggregate amount of deposits into and withdrawals from the
      Collection Account of each category of deposit specified in Section 3.10(a)
      and
      each category of withdrawal specified in Section 3.11. Such statement may be
      in
      the form of the then current Fannie Mae Monthly Accounting Report for its
      Guaranteed Mortgage Pass-Through Program with appropriate additions and changes,
      and shall also include information as to the aggregate of the outstanding
      principal balances of all of the Mortgage Loans as of the last day of the
      calendar month immediately preceding such Distribution Date. Copies of such
      statement shall be provided by the Trust Administrator to any Certificateholder
      and to any Person identified to the Trust Administrator as a prospective
      transferee of a Certificate, upon the request and at the expense of the
      requesting party, provided such statement is delivered by the Servicer to the
      Trust Administrator.

     

    
      	
              SECTION
                3.20                      

            	
              Statement
                as to Compliance.

            


    

     

    The
      Servicer shall deliver to the Trust Administrator, on or before March 15th of each
      calendar
      year beginning in 2008, an Officers’ Certificate (an “Annual Statement of
      Compliance”) stating, as to each signatory thereof, that (i) a review of the
      activities of the  Servicer during the preceding calendar year and of
      performance under this Agreement has been made under such officers’ supervision
      and (ii) to the best of such officers’ knowledge, based on such review, the
      Servicer has fulfilled all of its obligations under this Agreement in all
      material respects throughout such year, or, if there has been a failure to
      fulfill any such obligation in any material respect, specifying each such
      failure known to such officer and the nature and status of cure provisions
      thereof.  The Servicer shall deliver, or cause any Sub-Servicer to
      deliver, a similar Annual Statement of Compliance by any Sub-Servicer to which
      the Servicer has delegated any servicing responsibilities with respect to the
      Mortgage Loans, to the Trust Administrator as described above as and when
      required with respect to the Servicer.

     

    If
      the
      Servicer cannot deliver the related Annual Statement of Compliance by March
      15th
      of such year, the Trust Administrator, at its sole option, may permit a cure
      period for the Servicer to deliver such Annual Statement of Compliance, but
      in
      no event later than March 20th of such year.

     

    Failure
      of the Servicer to timely comply with this Section 3.20, which continues
      unremedied for ten (10) calendar days after the date on which the Annual
      Statement of Compliance was required to be delivered, shall be deemed an Event
      of Default, and upon the receipt of written notice from the Trust Administrator
      of such Event of Default, the Trustee may at the direction of the Depositor,
      in
      addition to whatever rights the Trustee may have under this Agreement and at
      law
      or equity or to damages, including injunctive relief and specific performance,
      upon notice immediately terminate all the rights and obligations of the Servicer
      under this Agreement and in and to the Mortgage Loans and the proceeds thereof
      without compensating the Servicer for the same; provided that to the
      extent that any provision of this Agreement expressly provides for the survival
      of certain rights or obligations following termination of the Servicer, such
      provision shall be given effect.  This paragraph shall supersede any
      other provision in this Agreement or any other agreement to the
      contrary.

     

    The
      Servicer shall indemnify and hold harmless the Depositor, the Trust
      Administrator and their officers, directors and Affiliates from and against
      any
      actual losses, damages, penalties, fines, forfeitures, reasonable and necessary
      legal fees and related costs, judgments and other costs and expenses that such
      Person may sustain based upon a breach of the Servicer’s obligations under this
      Section 3.20.

     

    
      	
              SECTION
                3.21                      

            	
              Assessments
                of Compliance and Attestation
                Reports.

            


    

     

    (d)  The
      Servicer shall service and administer the Mortgage Loans in accordance with
      all
      applicable requirements of the Servicing Criteria (as set forth in Exhibit
      C
      hereto).  The Servicer shall deliver to the Trust Administrator on or
      before March 1st of each
      calendar
      year beginning in 2008, the following:

     

    (i)  a
      report
      (an “Assessment of Compliance”) regarding the Servicer’s assessment of
      compliance with the Servicing Criteria during the immediately preceding calendar
      year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item
      1122 of Regulation AB.  Such report shall be signed by an authorized
      officer of the Servicer, and shall address each of the Servicing Criteria set
      forth in Exhibit C hereto;

     

    (ii)  a
      report
      (an “Attestation Report”) of a registered public accounting firm reasonably
      acceptable to the Depositor that attests to, and reports on, the assessment
      of
      compliance made by the Servicer and delivered pursuant to the preceding
      paragraph.  Such attestation shall be in accordance with Rules
      1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the
      Exchange Act; and

     

    (iii)  cause
      each Sub-Servicer, and each subcontractor determined by the Servicer to be
      “participating in the servicing function” within the meaning of Item 1122 of
      Regulation AB, to deliver an Assessment of Compliance and Attestation Report
      as
      and when provided in paragraphs (i) and (ii) of this Section
      3.21(a).

     

    (iv)  a
      statement as to which of the Servicing Criteria, if any, are not applicable
      to
      the Servicer, which statement shall be based on the activities it performs
      with
      respect to asset-backed securities transactions taken as a whole involving
      the
      Servicer, that are backed by the same asset type as the Mortgage
      Loans.

     

    (e)  The
      Servicer shall, or shall cause any Sub-Servicer and each subcontractor
      determined by the Servicer to be “participating in the servicing function”
within the meaning of Item 1122 of Regulation AB to, deliver to the Trust
      Administrator and the Depositor an Assessment of Compliance and Attestation
      Report as and when provided above.

     

    Such
      Assessment of Compliance, as to any Sub-Servicer, shall at a minimum address
      each of the Servicing Criteria specified on Exhibit C hereto which are indicated
      as applicable to any “primary servicer.”  Notwithstanding the
      foregoing, as to any subcontractor, an Assessment of Compliance is not required
      to be delivered unless it is required as part of a Form 10-K with respect to
      the
      Trust Fund.

     

    If
      the
      Servicer cannot deliver any Assessment of Compliance or Attestation Report
      by
      March 1st of
      such year, the Trust Administrator, at its sole option, may permit a cure period
      for the Servicer to deliver such Assessment of Compliance or Attestation Report,
      but in no event later than March 15th of such
      year.

     

    Failure
      of the Servicer to timely comply with this Section 3.21 shall be deemed a
      Servicer Event of Default, and upon the receipt of written notice from the
      Trust
      Administrator of such Event of Default, the Trustee at the direction of the
      Depositor may, in addition to whatever rights the Trustee may have under this
      Agreement and at law or equity or to damages, including injunctive relief and
      specific performance, upon notice immediately terminate all the rights and
      obligations of the Servicer under this Agreement and in and to the Mortgage
      Loans and the proceeds thereof without compensating the Servicer for the same;
      provided, however, the Depositor shall not be entitled to instruct the Trustee
      to terminate the rights and obligations of the Servicer pursuant to clause
      (iii)
      above if a failure of the Servicer to identify a subcontractor “participating in
      the servicing function” within the meaning of Item 1122 of Regulation AB was
      attributable solely to the role or functions of such subcontractor with respect
      to mortgage loans other than the Mortgage Loans.  This paragraph shall
      supersede any other provision in this Agreement or any other agreement to the
      contrary.

     

    The
      Trust
      Administrator shall also provide an Assessment of Compliance and Attestation
      Report, as and when provided above, which shall at a minimum address each of
      the
      Servicing Criteria specified on Exhibit C hereto which are indicated as
      applicable to the “trust administrator.”

     

    The
      Servicer shall indemnify and hold harmless the Depositor and the Trust
      Administrator and their officers, directors and Affiliates from and against
      any
      actual losses, damages, penalties, fines, forfeitures, reasonable and necessary
      legal fees and related costs, judgments and other costs and expenses that such
      Person may sustain based upon a breach of the Servicer’s obligations, as
      applicable, under this Section 3.21.

     

    
      	
              SECTION
                3.22                      

            	
              Access
                to Certain Documentation.

            


    

     

    The
      Servicer shall provide to the Depositor, the Trust Administrator and the Trustee
      access to the documentation regarding the Mortgage Loans required by applicable
      laws and regulations. Such access shall be afforded without charge, but only
      upon reasonable request and during normal business hours at the offices of
      the
      Servicer designated by it. In addition, access to the documentation regarding
      the Mortgage Loans required by applicable laws and regulations will be provided
      to the Trustee or the Trust Administrator for purposes of any Person identified
      as a Certificateholder or any federal or state banking or insurance
      regulatory authority that may exercise authority over any Certificateholder
      or a
      prospective transferee of a Certificate or a subject to the execution of a
      confidentiality agreement in form and substance satisfactory to the Servicer,
      upon reasonable request during normal business hours at the offices of the
      Servicer designated by it at the expense of the Trustee or Trust Administrator.
      Nothing in this Section 3.22 shall derogate from the obligation of any such
      party to observe any applicable law prohibiting disclosure of information
      regarding the Mortgagors and the failure of any such party to provide access
      as
      provided in this Section as a result of such obligation shall not constitute
      a
      breach of this Section 3.22

     

    
      	
              SECTION
                3.23                      

            	
              Title,
                Management and Disposition of REO
                Property.

            


    

     

    (d)  The
      deed
      or certificate of sale of any REO Property shall be taken in the name of the
      Trustee, or its nominee, in trust for the benefit of the Certificateholders.
      The
      Servicer, on behalf of the Trust Fund, shall either sell any REO Property before
      the close of the third taxable year following the year the Trust Fund acquires
      ownership of such REO Property for purposes of Section 860G(a)(8) of the Code
      or
      request from the Internal Revenue Service, no later than 60 days before the
      day
      on which the above three-year grace period would otherwise expire, an extension
      of the above three-year grace period, unless the Servicer shall have delivered
      to the Trustee, the Trust Administrator and the Depositor an Opinion of Counsel,
      addressed to the Trustee, the Trust Administrator and the Depositor, to the
      effect that the holding by the Trust Fund of such REO Property subsequent to
      the
      close of the third taxable year after its acquisition will not result in the
      imposition on the Trust Fund of taxes on “prohibited transactions” thereof, as
      defined in Section 860F of the Code, or cause any Trust REMIC to fail to qualify
      as a REMIC under Federal law at any time that any Certificates are outstanding.
      The Servicer shall manage, conserve, protect and operate each REO Property
      for
      the Certificateholders solely for the purpose of its prompt disposition and
      sale
      in a manner which does not cause such REO Property to fail to qualify as
“foreclosure property” within the meaning of Section 860G(a)(8) of the Code or
      result in the receipt by any Trust REMIC of any “income from non-permitted
      assets” within the meaning of Section 860F(a)(2)(B) of the Code, or any “net
      income from foreclosure property” which is subject to taxation under the REMIC
      Provisions.

     

    (e)  The
      Servicer shall segregate and hold all funds collected and received in connection
      with the operation of any REO Property separate and apart from its own funds
      and
      general assets and shall establish and maintain with respect to REO Properties
      an account held in trust for the Trustee for the benefit of the
      Certificateholders (the “REO Account”), which shall be an Eligible Account. The
      Servicer shall be permitted to allow the Collection Account to serve as the
      REO
      Account, subject to separate ledgers for each REO Property. The Servicer shall
      be entitled to retain or withdraw any interest income paid on funds deposited
      in
      the REO Account.

     

    (f)  The
      Servicer shall have full power and authority, subject only to the specific
      requirements and prohibitions of this Agreement, to do any and all things in
      connection with any REO Property as are consistent with the manner in which
      the
      Servicer manages and operates similar property owned by the Servicer or any
      of
      its Affiliates, all on such terms and for such period as the Servicer deems
      to
      be in the best interests of Certificateholders. In connection therewith, the
      Servicer shall deposit, or cause to be deposited in the clearing account (which
      account must be an Eligible Account) in which it customarily deposits payments
      and collections on mortgage loans in connection with its mortgage loan servicing
      activities on a daily basis, and in no event more than two Business Days after
      the Servicer’s receipt thereof, and shall thereafter deposit in the REO Account,
      in no event more than one Business Day after the deposit of such funds into
      the
      clearing account, all revenues received by it with respect to an REO Property
      and shall withdraw therefrom funds necessary for the proper operation,
      management and maintenance of such REO Property including, without
      limitation:

     

    (i)  all
      insurance premiums due and payable in respect of such REO Property;

     

    (ii)  all
      real
      estate taxes and assessments in respect of such REO Property that may result
      in
      the imposition of a lien thereon; and

     

    (iii)  all
      costs
      and expenses necessary to maintain such REO Property.

     

    To
      the
      extent that amounts on deposit in the REO Account with respect to an REO
      Property are insufficient for the purposes set forth in clauses (i) through
      (iii) above with respect to such REO Property, the Servicer shall advance from
      its own funds such amount as is necessary for such purposes if, but only if,
      the
      Servicer would make such advances if the Servicer owned the REO Property and
      if
      in the Servicer’s judgment, the payment of such amounts will be recoverable from
      the rental or sale of the REO Property.

     

    Notwithstanding
      the foregoing, none of the Servicer, the Trust Administrator or the Trustee
      shall:

     

    (i)  authorize
      the Trust Fund to enter into, renew or extend any New Lease with respect to
      any
      REO Property, if the New Lease by its terms will give rise to any income that
      does not constitute Rents from Real Property;

     

    (ii)  authorize
      any amount to be received or accrued under any New Lease other than amounts
      that
      will constitute Rents from Real Property;

     

    (iii)  authorize
      any construction on any REO Property, other than the completion of a building
      or
      other improvement thereon, and then only if more than ten percent of the
      construction of such building or other improvement was completed before default
      on the related Mortgage Loan became imminent, all within the meaning of Section
      856(e)(4)(B) of the Code; or

     

    (iv)  authorize
      any Person to Directly Operate any REO Property on any date more than 90 days
      after its date of acquisition by the Trust Fund;

     

    unless,
      in any such case, the Servicer has obtained an Opinion of Counsel, provided
      to
      the Trust Administrator and the Trustee, to the effect that such action will
      not
      cause such REO Property to fail to qualify as “foreclosure property” within the
      meaning of Section 860G(a)(8) of the Code at any time that it is held by the
      Trust Fund, in which case the Servicer may take such actions as are specified
      in
      such Opinion of Counsel.

     

    The
      Servicer may contract with any Independent Contractor for the operation and
      management of any REO Property, provided that:

     

    (v)  the
      terms
      and conditions of any such contract shall not be inconsistent
      herewith;

     

    (vi)  any
      such
      contract shall require, or shall be administered to require, that the
      Independent Contractor pay all costs and expenses incurred in connection with
      the operation and management of such REO Property, including those listed above
      and remit all related revenues (net of such costs and expenses) to the Servicer
      as soon as practicable, but in no event later than thirty days following the
      receipt thereof by such Independent Contractor;

     

    (vii)  none
      of
      the provisions of this Section 3.23(c) relating to any such contract or to
      actions taken through any such Independent Contractor shall be deemed to relieve
      the Servicer of any of its duties and obligations to the Trustee on behalf
      of
      the Certificateholders with respect to the operation and management of any
      such
      REO Property; and

     

    (viii)  the
      Servicer shall be obligated with respect thereto to the same extent as if it
      alone were performing all duties and obligations in connection with the
      operation and management of such REO Property.

     

    The
      Servicer shall be entitled to enter into any agreement with any Independent
      Contractor performing services for it related to its duties and obligations
      hereunder for indemnification of the Servicer by such Independent Contractor,
      and nothing in this Agreement shall be deemed to limit or modify such
      indemnification. The Servicer shall be solely liable for all fees owed by it
      to
      any such Independent Contractor, irrespective of whether the Servicer’s
      compensation pursuant to Section 3.18 is sufficient to pay such
      fees.

     

    (g)  In
      addition to the withdrawals permitted under Section 3.23(c), the Servicer may
      from time to time make withdrawals from the REO Account for any REO Property:
      (i) to pay itself or any Sub-Servicer unpaid Servicing Fees in respect of the
      related Mortgage Loan; and (ii) to reimburse itself or any Sub-Servicer for
      unreimbursed Servicing Advances and P&I Advances made in respect of such REO
      Property or the related Mortgage Loan.  Any income from the related
      REO Property received during any calendar months prior to a Final Recovery
      Determination, net of any withdrawals made pursuant to Section 3.23(c) or this
      Section 3.23(d), shall be withdrawn by the Servicer from each REO Account
      maintained by it and remitted to the Trust Administrator for deposit into the
      Distribution Account in accordance with Section 3.10(d)(ii) on the Servicer
      Remittance Date relating to a Final Recovery Determination with respect to
      such
      Mortgage Loan, for distribution on the related Distribution Date in accordance
      with Section 4.01.

     

    (h)  Subject
      to the time constraints set forth in Section 3.23(a), and further subject to
      obtaining the approval of the insurer under any related Primary Mortgage
      Insurance Policy (if and to the extent that such approvals are necessary to
      make
      claims under such policies in respect of the affected REO Property), each REO
      Disposition shall be carried out by the Servicer at such price and upon such
      terms and conditions as the Servicer shall deem necessary or advisable, as
      shall
      be normal and usual in its general servicing activities for similar
      properties.

     

    (i)  The
      proceeds from the REO Disposition, net of any amount required by law to be
      remitted to the Mortgagor under the related Mortgage Loan and net of any payment
      or reimbursement to the Servicer or any Sub-Servicer as provided above, shall
      be
      remitted to the Trust Administrator for deposit in the Distribution Account
      in
      accordance with Section 3.10(d)(ii) on the Servicer Remittance Date in the
      month
      following the receipt thereof for distribution on the related Distribution
      Date
      in accordance with Section 4.01. Any REO Disposition shall be for cash only
      (unless changes in the REMIC Provisions made subsequent to the Startup Day
      allow
      a sale for other consideration).

     

    (j)  The
      Servicer shall file information returns with respect to the receipt of mortgage
      interest received in a trade or business, reports of foreclosures and
      abandonments of any Mortgaged Property and cancellation of indebtedness income
      with respect to any Mortgaged Property as required by Sections 6050H, 6050J
      and
      6050P of the Code, respectively. Such reports shall be in form and substance
      sufficient to meet the reporting requirements imposed by such Sections 6050H,
      6050J and 6050P of the Code.

     

    
      	
              SECTION
                3.24                      

            	
              Obligations
                of the Servicer in Respect of Prepayment Interest
                Shortfalls.

            


    

     

    The
      Servicer shall deliver to the Trust Administrator for deposit into the
      Distribution Account on the Servicer Remittance Date from its own funds (or
      from
      a Sub-Servicer’s own funds received by the Servicer in respect of Compensating
      Interest) an amount equal to the lesser of (i) the aggregate of the Prepayment
      Interest Shortfalls for the related Distribution Date resulting from full or
      partial Principal Prepayments during the related Prepayment Period and (ii)
      the
      applicable Compensating Interest Payment.

     

    
      	
              SECTION
                3.25                      

            	
              Obligations
                of the Servicer in Respect of Monthly
                Payments.

            


    

     

    In
      the
      event that a shortfall in any collection on or liability with respect to any
      Mortgage Loan results from or is attributable to adjustments to Mortgage Rates,
      Monthly Payments or Stated Principal Balances that were made by the Servicer
      in
      a manner not consistent with the terms of the related Mortgage Note and this
      Agreement, the Servicer, upon discovery or receipt of notice thereof,
      immediately shall deliver to the Trust Administrator for deposit in the
      Distribution Account from its own funds the amount of any such shortfall and
      shall indemnify and hold harmless the Trust Fund, the Trustee, the Trust
      Administrator, the Depositor and any successor servicer in respect of any such
      liability. Such indemnities shall survive the termination or discharge of this
      Agreement.  If amounts paid by the Servicer with respect to any
      Mortgage Loan pursuant to this Section 3.25 are subsequently recovered from
      the
      related Mortgagor, the Servicer shall be permitted to reimburse itself for
      such
      amounts paid by it pursuant to this Section 3.25 from such
      recoveries.

     

    
      	
              SECTION
                3.26                      

            	
              Advance
                Facility.

            


    

     

    (d)  Either
      (i) the Servicer or (ii) the Trust Administrator, on behalf of the Trust Fund,
      with the consent of and at the direction of the Servicer, is hereby authorized
      to enter into a facility with any Person which provides that such Person (an
      “Advancing Person”) may fund P&I Advances and/or Servicing Advances to the
      Trust Fund under this Agreement, although no such facility shall reduce or
      otherwise affect the Servicer’s obligation to fund such P&I Advances and/or
      Servicing Advances.  If the Servicer enters into such an Advance
      Facility pursuant to this Section 3.26, upon reasonable request of the Advancing
      Person, the Trust Administrator shall execute a letter of acknowledgment,
      confirming its receipt of notice of the existence of such Advance
      Facility.  If the Trust Administrator enters into such an Advance
      Facility pursuant to this Section 3.26, the Servicer shall also be a party
      to
      such Advance Facility.  To the extent that an Advancing Person funds
      any P&I Advance or any Servicing Advance and provides the Trust
      Administrator with notice acknowledged by the Servicer that such Advancing
      Person is entitled to reimbursement, such Advancing Person shall be entitled
      to
      receive reimbursement pursuant to this Agreement for such amount to the extent
      provided in Section 3.26(b).  Such notice from the Advancing Person
      must specify the amount of the reimbursement, the Section of this Agreement
      that
      permits the applicable P&I Advance or Servicing Advance to be reimbursed and
      the section(s) of the Advance Facility that entitle the Advancing Person to
      request reimbursement from the Trust Administrator, rather than the Servicer,
      and include the Servicer’s acknowledgment thereto or proof of an Event of
      Default under the Advance Facility.  The Trust Administrator shall
      have no duty or liability with respect to any calculation of any reimbursement
      to be paid to an Advancing Person and shall be entitled to rely without
      independent investigation on the Advancing Person’s notice provided pursuant to
      this Section 3.26. An Advancing Person whose obligations hereunder are limited
      to the funding of P&I Advances and/or Servicing Advances shall not be
      required to meet the qualifications of a Servicer or a Sub-Servicer pursuant
      to
      Section 3.02 hereof and will not be deemed to be a Sub-Servicer under this
      Agreement.

     

    (e)  If
      an
      advancing facility is entered into, then the Servicer shall not be permitted
      to
      reimburse itself therefor under Section 3.11(a)(ii), Section 3.11(a)(iii) and
      Section 3.11(a)(vi) prior to the remittance to the Trust Fund, but instead
      the
      Servicer shall include such amounts in the applicable remittance to the Trust
      Administrator made pursuant to Section 3.11(a).  The Trust
      Administrator is hereby authorized to pay to the Advancing Person,
      reimbursements for P&I Advances and Servicing Advances from the Distribution
      Account to the same extent the Servicer would have been permitted to reimburse
      itself for such P&I Advances and/or Servicing Advances in accordance with
      Section 3.11(a)(ii), Section 3.11(a)(iii) and Section 3.11(a)(vi), as the case
      may be, had the Servicer itself funded such P&I Advance or Servicing
      Advance.  The Trust Administrator is hereby authorized to pay directly
      to the Advancing Person such portion of the Servicing Fee as the parties to
      any
      advancing facility agree in writing.

     

    (f)  All
      P&I Advances and Servicing Advances made pursuant to the terms of this
      Agreement shall be deemed made and shall be reimbursed on a “first in-first out”
(FIFO) basis.

     

    (g)  Any
      amendment to this Section 3.26 or to any other provision of this Agreement
      that
      may be necessary or appropriate to effect the terms of an Advance Facility
      as
      described generally in this Section 3.26, including amendments to add provisions
      relating to a successor servicer, may be entered into by the Trustee, the Trust
      Administrator and the Servicer without the consent of any Certificateholder,
      notwithstanding anything to the contrary in this Agreement.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    ARTICLE
      IV


     

    PAYMENTS
      TO CERTIFICATEHOLDERS

     

    
      	
              SECTION
                4.01                      

            	
              Distributions.

            


    

     

    (d)  (1)           On
      each Distribution Date, the Trust Administrator shall, first, withdraw from
      the
      Distribution Account an amount equal to the Credit Risk Manager Fee for such
      Distribution Date and shall pay such amount to the Credit Risk Manager and,
      second, withdraw from the Distribution Account an amount equal to the Available
      Distribution Amount for such Distribution Date and shall distribute the
      following amounts, in the following order of priority:

     

    (I)  On
      each
      Distribution Date, the Group I Interest Remittance Amount and the Group II
      Interest Remittance Amount shall be distributed to the Holders of the Class
      X-1
      Certificates in an amount equal to the Senior Interest Distribution Amount
      related to such Certificates.

     

    (II)  On
      each
      Distribution Date, the Group I Interest Remittance Amount minus an amount equal
      to the product of (x) the Senior Interest Distribution Amount distributed to
      the
      Holders of the Class X-1 Certificates pursuant to Section 4.01(a)(1)(I) above
      and (y) the Group I Class X-1 Allocation Percentage shall be distributed in
      the
      following order of priority:

     

    (i)  to
      the
      Holders of the Group I Certificates, the Senior Interest Distribution Amount
      related to such Certificates; and

     

    (ii)  concurrently,
      to the Holders of each Class of Group II Certificates, on a pro rata
      basis based on the entitlement of each such Class, the Senior Interest
      Distribution Amount for each such Class, to the extent remaining undistributed
      after the distribution of the Group II Interest Remittance Amount as set forth
      in Section 4.01(a)(1)(III)(i) below.

     

    (III)           On
      each Distribution Date, the Group II Interest Remittance Amount minus an amount
      equal to the product of (x) the Senior Interest Distribution Amount distributed
      to the Holders of the Class X-1 Certificates pursuant to Section 4.01(a)(1)(I)
      above and (y) the Group II Class X-1 Allocation Percentage shall be distributed
      in the following order of priority:

     

    (i)  concurrently,
      to the Holders of each Class of Group II Certificates, on a pro rata
      basis based on the entitlement of each such Class, the Senior Interest
      Distribution Amount related to such Certificates; and

     

    (ii)  to
      the
      Holders of the Group I Certificates, the Senior Interest Distribution Amount
      related to such Certificates, to the extent remaining undistributed after the
      distribution of the Group I Interest Remittance Amount as set forth in Section
      4.01(a)(1)(II)(i) above.

     

    (IV)           On
      each Distribution Date, following the distributions made pursuant to Sections
      4.01(a)(1)(I), (II) and (III) above, any remaining Group I Interest Remittance
      Amount and Group II Interest Remittance Amount will be distributed sequentially,
      to the Holders of the Class M-1, Class M-2, Class M-3 (concurrently, to the
      Class M-3A Certificate and the Class M-3B Certificates on a pro rata
      basis based on the entitlement of each such Class), Class M-4, Class M-5, Class
      M-6, Class M-7, Class M-8 and Class M-9 Certificates, in that order, in an
      amount equal to the Interest Distribution Amount for each such
      Class.

     

    (2)(I)                      On
      each Distribution Date (a) prior to the Stepdown Date or (b) on which a Trigger
      Event is in effect, the Group I Principal Distribution Amount shall be
      distributed in the following order of priority:

     

    (i)  to
      the
      Holders of the Group I Certificates, until the Certificate Principal Balance
      of
      such Class has been reduced to zero; and

     

    (ii)  to
      the
      Holders of the Group II Certificates (allocated among the Classes of Group
      II
      Certificates in the priority described in Section 4.01(a)(4) below), after
      taking into account the distribution of the Group II Principal Distribution
      Amount as described in Section 4.01(a)(2)(II)(i) below, until the Certificate
      Principal Balances of such Classes have been reduced to zero.

     

    (II)           On
      each Distribution Date (a) prior to the Stepdown Date or (b) on which a Trigger
      Event is in effect, the Group II Principal Distribution Amount shall be
      distributed in the following order of priority:

     

    (i)  to
      the
      Holders of the Group II Certificates (allocated among the Classes of Group
      II
      Certificates in the priority described in Section 4.01(a)(4) below), until
      the
      Certificate Principal Balances of such Classes have been reduced to zero;
      and

     

    (ii)  to
      the
      Holders of the Group I Certificates, after taking into account the distribution
      of the Group I Principal Distribution Amount as described in Section
      4.01(a)(2)(I)(i) above until the Certificate Principal Balance of such Class
      has
      been reduced to zero.

     

    (III)           On
      each Distribution Date (a) prior to the Stepdown Date or (b) on which a Trigger
      Event is in effect, the sum of the Group I Principal Distribution Amount and
      the
      Group II Principal Distribution Amount remaining undistributed for such
      Distribution Date shall be distributed sequentially to the Holders of the Class
      M-1, Class M-2, Class M-3 (concurrently, to the Class M-3A Certificate and
      the
      Class M-3B Certificates on a pro rata basis based on the Certificate
      Principal Balance of each such Class), Class M-4, Class M-5, Class M-6, Class
      M-7, Class M-8 and Class M-9 Certificates, in that order, in each case, until
      the Certificate Principal Balance of such Class has been reduced to
      zero.

     

    (IV)           On
      each Distribution Date (a) on or after the Stepdown Date and (b) on which a
      Trigger Event is not in effect, the Group I Principal Distribution Amount shall
      be distributed in the following order of priority:

     

    (i)  to
      the
      Holders of the Group I Certificates, the Group I Senior Principal Distribution
      Amount, until the Certificate Principal Balance of such Class has been reduced
      to zero; and

     

    (ii)  to
      the
      Holders of the Group II Certificates (allocated among the Classes of Group
      II
      Certificates in the priority described in Section 4.01(a)(4) below), after
      taking into account the distribution of the Group II Principal Distribution
      Amount as described in Section 4.01(a)(2)(V)(i) below, up to an amount equal
      to
      the Group II Senior Principal Distribution Amount remaining undistributed,
      until
      the Certificate Principal Balances of such Classes have been reduced to
      zero.

     

    (V)           On
      each Distribution Date (a) on or after the Stepdown Date and (b) on which a
      Trigger Event is not in effect, the Group II Principal Distribution Amount
      shall
      be distributed in the following order of priority:

     

    (i)  to
      the
      Holders of the Group II Certificates (allocated among the Classes of Group
      II
      Certificates in the priority described in Section 4.01(a)(4) below), the Group
      II Senior Principal Distribution Amount, until the Certificate Principal
      Balances of such Classes have been reduced to zero; and

     

    (ii)  to
      the
      Holders of the Group I Certificates, after taking into account the distribution
      of the Group I Principal Distribution Amount as described in Section
      4.01(a)(2)(IV)(i) above, up to an amount equal to the Group I Senior Principal
      Distribution Amount remaining undistributed, until the Certificate Principal
      Balance of such Class has been reduced to zero.

     

    (VI)           On
      each Distribution Date (a) on or after the Stepdown Date and (b) on which a
      Trigger Event is not in effect, the sum of the Group I Principal Distribution
      Amount and the Group II Principal Distribution Amount remaining undistributed
      for such Distribution Date shall be distributed in the following order of
      priority:

     

    (i)  to
      the
      Holders of the Class M-1 Certificates, the Class M-1 Principal Distribution
      Amount, until the Certificate Principal Balance thereof has been reduced to
      zero;

     

    (ii)  to
      the
      Holders of the Class M-2 Certificates, the Class M-2 Principal Distribution
      Amount, until the Certificate Principal Balance thereof has been reduced to
      zero;

     

    (iii)  to
      the
      Holders of the Class M-3 Certificates (concurrently, to the Class M-3A
      Certificate and the Class M-3B Certificates on a pro rata basis based
      on the Certificate Principal Balance of each such Class), the Class M-3
      Principal Distribution Amount, until the Certificate Principal Balance thereof
      has been reduced to zero;

     

    (iv)  to
      the
      Holders of the Class M-4 Certificates, the Class M-4 Principal Distribution
      Amount, until the Certificate Principal Balance thereof has been reduced to
      zero;

     

    (v)  to
      the
      Holders of the Class M-5 Certificates, the Class M-5 Principal Distribution
      Amount, until the Certificate Principal Balance thereof has been reduced to
      zero;

     

    (vi)  to
      the
      Holders of the Class M-6 Certificates, the Class M-6 Principal Distribution
      Amount, until the Certificate Principal Balance thereof has been reduced to
      zero;

     

    (vii)  to
      the
      Holders of the Class M-7 Certificates, the Class M-7 Principal Distribution
      Amount, until the Certificate Principal Balance thereof has been reduced to
      zero;

     

    (viii)  to
      the
      Holders of the Class M-8 Certificates, the Class M-8 Principal Distribution
      Amount, until the Certificate Principal Balance thereof has been reduced to
      zero; and

     

    (ix)  to
      the
      Holders of the Class M-9 Certificates, the Class M-9 Principal Distribution
      Amount, until the Certificate Principal Balance thereof has been reduced to
      zero.

     

     (3)           On
      each Distribution Date, the Net Monthly Excess Cashflow shall be distributed
      by
      the Trust Administrator as follows:

     

    (i)  to
      the
      Holders of the Class or Classes of Floating Rate Certificates (other than the
      Class X-1 Certificates) then entitled to receive distributions in respect of
      principal, in an amount equal to the Overcollateralization Increase Amount,
      distributable as part of the Group I Principal Distribution Amount and the
      Group
      II Principal Distribution Amount;

     

    (ii)  sequentially,
      to the Holders of the Class M-1, Class M-2, Class M-3 (concurrently, to the
      Class M-3A Certificate and the Class M-3B Certificates on a pro rata
      basis based first, on the Certificate Principal Balance of each such Class
      and
      second, on any remaining Interest Rate Carry Forward Amount for each such
      Class), Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9
      Certificates, in that order, in each case, in an amount equal to the Interest
      Carry Forward Amount allocable to such Class of Certificates for such
      Distribution Date;

     

    (iii)  sequentially
      to the Holders of the Class M-1, Class M-2, Class M-3 (concurrently, to the
      Class M-3A Certificate and the Class M-3B Certificates on a pro rata
      basis based first, on the Certificate Principal Balance for each such Class
      and
      second, on any remaining Allocated Realized Loss Amount for each such Class
      after taking into account the distribution pursuant to clause first), Class
      M-4,
      Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9 Certificates, in that
      order, in each case up to the related Allocated Realized Loss Amount related
      to
      each such Class of Certificates for such Distribution Date;

     

    (iv)  to
      the
      Net WAC Rate Carryover Reserve Account, any Net WAC Rate Carryover Amounts
      for
      the Floating Rate Certificates;

     

    (v)  to
      reimburse the Servicer for the amount of any P&I Advances or Servicing
      Advances added to the unpaid principal balance of a Mortgage Loan pursuant
      to a
      capitalization modification permitted in accordance with the proviso in the
      last
      sentence of Section 3.07 (it being understood that with respect to any P&I
      Advances or Servicing Advances outstanding on any modified Mortgage Loan that
      was modified pursuant to any modification of a kind not contemplated and
      permitted by such proviso, then such advances shall only be reimbursable as
      provided in clauses (ii), (iii) and (vi) of Section 3.11(a));

     

    (vi)  to
      the
      Interest Rate Swap Provider, any Swap Termination Payments resulting from a
      Swap
      Provider Trigger Event;

     

    (vii)  to
      the
      Holders of the Class CE Certificates, (a) the Interest Distribution Amount
      and
      any Overcollateralization Reduction Amount for such Distribution Date and (b)
      on
      any Distribution Date on which the aggregate Certificate Principal Balance
      of
      the Floating Rate Certificates have been reduced to zero, any remaining amounts
      in reduction of the Certificate Principal Balance of the Class CE Certificates,
      until the Certificate Principal Balance thereof has been reduced to zero;
      and

     

    (viii)   to
      the Holders of the Class R Certificates, any remaining amounts; provided that
      if
      such Distribution Date is the Distribution Date immediately following the
      expiration of the latest Prepayment Charge term on a Mortgage Loan as identified
      on the Mortgage Loan Schedule or any Distribution Date thereafter, then any
      such
      remaining amounts will be distributed first, to the Holders of the Class P
      Certificates, until the Certificate Principal Balance thereof has been reduced
      to zero; and second, to the Holders of the Class R Certificates.

     

    (4)           With
      respect to the Group II Certificates, all principal distributions will be
      distributed sequentially, to the Class A-2A Certificates, the Class A-2B
      Certificates and the Class A-2C Certificates, in that order, until the
      respective Certificate Principal Balance of each such Class has been reduced
      to
      zero, with the exception that on any Distribution Date on which the aggregate
      Certificate Principal Balance of the Mezzanine Certificates and the Class CE
      Certificates has been reduced to zero, principal distributions will be allocated
      concurrently, to the Class A-2A Certificates, the Class A-2B Certificates and
      the Class A-2C Certificates, on a pro rata basis based on the
      Certificate Principal Balances of each such Class, until their respective
      Certificate Principal Balances have been reduced to zero.

     

     (5)           On
      each Distribution Date, after making the distributions of the Available
      Distribution Amount as set forth above, the Trust Administrator will withdraw
      from the Net WAC Rate Carryover Reserve Account, to the extent of amounts
      remaining on deposit therein, the amount of any Net WAC Rate Carryover Amount
      for such Distribution Date and distribute such amount in the following order
      of
      priority:

     

    (i)  to
      the
      Class X-1 Certificates, the Net WAC Rate Carryover Amount for such
      Class;

     

    (ii)  concurrently,
      to the Class A Certificates, the Net WAC Rate Carryover Amount for each such
      Class, on a pro rata basis based first, on the Certificate Principal
      Balance for each such Class prior to any distributions of principal on such
      Distribution Date and second, on any remaining Net WAC Rate Carryover Amount
      for
      each such Class; and

     

    (iii)  sequentially,
      to the Class M-1, Class M-2, Class M-3 (concurrently, to the Class M-3A
      Certificate and the Class M-3B Certificates on a pro rata basis based
      first, on the Certificate Principal Balance of each such Class and second,
      on
      any remaining Net WAC Rate Carryover Amount for each such
      Class),  Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and
      Class M-9 Certificates, in that order, the related Net WAC Rate Carryover
      Amount.

     

    (6)           On
      or before each Distribution Date, Net Swap Payments (whether payable to the
      Swap
      Provider or to the Supplemental Interest Trust Trustee), any Swap Termination
      Payment owed to the Swap Provider not resulting from a Swap Provider Trigger
      Event pursuant to the Interest Rate Swap Agreement and any Swap Termination
      Payments owed to the Supplemental Interest Trust Trustee will be deposited
      by
      the Supplemental Interest Trust Trustee into the Swap Account.  On
      each Distribution Date, the Trust Administrator shall withdraw from amounts
      on
      deposit in the Swap Account (other than amounts representing Swap Termination
      Payments received by the Supplemental Interest Trust Trustee or Net Swap
      Payments received by the Supplemental Interest Trust Trustee) prior to any
      distribution to any Certificates and pay as follows:

     

    (i)  to
      the
      Swap Provider, any Net Swap Payment owed to the Swap Provider pursuant to the
      Interest Rate Swap Agreement for such Distribution Date;

     

    (ii)  to
      the
      Swap Provider, any Swap Termination Payment owed to the Swap Provider not due
      to
      a Swap Provider Trigger Event pursuant to the Interest Rate Swap Agreement
      and
      to the extent not paid by the Trust Administrator (in its capacity as
      Supplemental Interest Trust Trustee) from any upfront payment received pursuant
      to any replacement interest rate swap agreement;

     

    (7)           On
      each Distribution Date, after making the distributions of the Available
      Distribution Amount, Net Monthly Excess Cashflow and amounts on the deposit
      in
      the Net WAC Rate Carryover Reserve Account as set forth above, the Trust
      Administrator shall distribute the amount on deposit in the Swap Account as
      follows:

     

    (i)  to
      the
      Class X-1 Certificates, the related Senior Interest Distribution Amount
      remaining undistributed;

     

    (ii)  to
      each
      Class of Class A Certificates, the related Senior Interest Distribution Amount
      remaining undistributed, on a pro rata basis based on such respective
      remaining Senior Interest Distribution Amount;

     

    (iii)  sequentially,
      to the Class M-1, Class M-2, Class M-3 (concurrently, to the Class M-3A
      Certificate and the Class M-3B Certificates on a pro rata basis based
      on the entitlement of each such Class), Class M-4, Class M-5, Class M-6, Class
      M-7, Class M-8 and Class M-9 Certificates, in that order, the related Interest
      Distribution Amount, to the extent remaining undistributed;

     

    (iv)  to
      the
      Holders of the Class or Classes of Certificates then entitled to receive
      distributions in respect of principal, in an amount equal to any remaining
      Overcollateralization Increase Amount;

     

    (v)  sequentially,
      to the Class M-1, Class M-2, Class M-3 (concurrently, to the Class M-3A
      Certificate and the Class M-3B Certificates on a pro rata basis based
      first, on the entitlement of each such Class and second, on any remaining
      Interest Carry Forward Amount for each such Class),  Class M-4, Class
      M-5, Class M-6, Class M-7, Class M-8 and Class M-9 Certificates, in that order,
      the related Interest Carry Forward Amount, to the extent remaining
      undistributed;

     

    (vi)  sequentially
      to the Class M-1, Class M-2, Class M-3 (concurrently, to the Class M-3A
      Certificate and the Class M-3B Certificates on a pro rata basis based
      first, on the Certificate Principal Balance for each such Class and second,
      on
      any remaining Allocated Realized Loss Amount for each such Class after taking
      into account the distribution pursuant to clause first), Class M-4, Class M-5,
      Class M-6, Class M-7, Class M-8 and Class M-9 Certificates, in that order,
      in
      each case up to the Allocated Realized Loss Amount related to such Certificates
      for such Distribution Date remaining undistributed;

     

    (vii)  to
      the
      Class X-1 Certificates, the Net WAC Rate Carryover Amount, to the extent
      remaining undistributed;

     

    (viii)  concurrently,
      to each Class of Class A Certificates, the related Net WAC Rate Carryover Amount
      remaining undistributed, on a pro rata basis based on the Certificate
      Principal Balance for each such Class prior to any distributions of principal
      on
      such Distribution Date and then on a pro rata basis based on such
      respective remaining Net WAC Rate Carryover Amounts; and

     

    (ix)  sequentially,
      to the Class M-1, Class M-2, Class M-3 (concurrently, to the Class M-3A
      Certificate and the Class M-3B Certificates on a pro rata basis based
      first, on the Certificate Principal Balance for each such Class and second,
      on
      any remaining Net WAC Carryover Amount for each such Class), Class M-4, Class
      M-5, Class M-6, Class M-7, Class M-8 and Class M-9 Certificates, in that order,
      the related Net WAC Rate Carryover Amount; and

     

    (x)  to
      the
      Class CE Certificates.

     

    Notwithstanding
      the foregoing, the aggregate amount distributed under clause (iv) above on
      such
      Distribution Date, when added to the cumulative amount distributed under clause
      (iv) above on all prior Distribution Dates, shall not exceed the cumulative
      amount of Realized Losses incurred on the Mortgage Loans since the Cut-off
      Date
      through the last day of the related Prepayment Period (reduced by the aggregate
      amount of Subsequent Recoveries received since the Cut-off Date through the
      last
      day of the related Prepayment Period).

     

    (8)           
      On each Distribution Date, the following amounts, in the following order of
      priority, shall be distributed by REMIC I to REMIC II on account of the REMIC
      I
      Group I Regular Interests and distributed to the holders of the Class R
      Certificates (in respect of the Class R-I Interest), as the case may
      be:

     

    (i)  to
      Holders of REMIC I Regular Interest I, REMIC I Regular Interest I-1-A through
      I-39-B and REMIC I Regular Interest P, pro rata, in an amount equal to
      (A) Uncertificated Interest for such REMIC I Group I Regular Interests for
      such
      Distribution Date, plus (B) any amounts payable in respect thereof remaining
      unpaid from previous Distribution Dates;

     

    (ii)  to
      the
      extent of amounts remaining after the distributions made pursuant to clause
      (i)
      above, payments of principal shall be allocated first, to REMIC I Regular
      Interest I, then to REMIC I Regular interests I-1-A through I-39-B starting
      with
      the lowest numerical denomination until the Uncertificated Balance of each
      such
      REMIC I Regular Interest is reduced to zero, provided that, for REMIC I Regular
      Interests with the same numerical denomination, such payments of principal
      shall
      be allocated pro rata between such REMIC I Group I Regular Interests;
      and

     

    


    (iii)  to
      the
      Holders of REMIC I Regular Interest P, (A) on each Distribution Date, 100%
      of
      the amount paid in respect of Prepayment Charges and (B) on the Distribution
      Date immediately following the expiration of the latest Prepayment Charge as
      identified on the Prepayment Charge Schedule or any Distribution Date thereafter
      until $100 has been distributed pursuant to this clause.

     

    


    (9)           On
      each Distribution Date, the following amounts, in the following order of
      priority, shall be distributed by REMIC I to REMIC II on account of the REMIC
      I
      Group II Regular Interests and distributed to the holders of the Class R
      Certificates (in respect of the Class R-I Interest), as the case may
      be:

     

    (i)  to
      Holders of REMIC I Regular Interest I and REMIC I Regular Interest II-1-A
      through II-39-B, pro rata, in an amount equal to (A) Uncertificated
      Interest for such REMIC I Group II Regular Interests for such Distribution
      Date,
      plus (B) any amounts payable in respect thereof remaining unpaid from previous
      Distribution Dates; and

     

    (ii)  to
      the
      extent of amounts remaining after the distributions made pursuant to clause
      (i)
      above, payments of principal shall be allocated first, to REMIC I Regular
      Interest II, then to REMIC I Regular interests II-1-A through II-39-B starting
      with the lowest numerical denomination until the Uncertificated Balance of
      each
      such REMIC I Regular Interest is reduced to zero, provided that, for REMIC
      I
      Regular Interests with the same numerical denomination, such payments of
      principal shall be allocated pro rata between such REMIC I Group II
      Regular Interests.

     

    


     (10)                      On
      each Distribution Date, the following amounts, in the following order of
      priority, shall be distributed by REMIC II to REMIC III on account of the REMIC
      II Group I Regular Interests and distributed to the holders of the Class R
      Certificates (in respect of the Class R-II Interest), as the case may
      be:  to Holders of REMIC II Regular Interest LTIO in an amount equal
      to (A) Uncertificated Interest for such REMIC II Regular Interests for such
      Distribution Date, plus (B) any amounts payable in respect thereof remaining
      unpaid from previous Distribution Dates; and

     

    (11)           On
      each Distribution Date, the following amounts, in the following order of
      priority, shall be distributed by REMIC II to REMIC III on account of the REMIC
      II Group I Regular Interests and distributed to the holders of the Class R
      Certificates (in respect of the Class R-II Interest), as the case may
      be:

     

    (i)  to
      Holders of REMIC II Regular Interest LT1 and REMIC II Regular Interest LTX1-1
      through LTX1-7, pro rata, in an amount equal to (A) Uncertificated
      Interest for such REMIC II Group I Regular Interests for such Distribution
      Date,
      plus (B) any amounts payable in respect thereof remaining unpaid from previous
      Distribution Dates;

     

    (ii)  to
      the
      extent of amounts remaining after the distributions made pursuant to clause
      (i)
      above, payments of principal shall be allocated first, to REMIC II Regular
      Interest LT1 until the Uncertificated Balance has been reduced to zero and
      then,
      sequentially, to REMIC II Regular interests LTX1-1 through LTX1-7, starting
      with
      the lowest numerical denomination until the Uncertificated Balance of each
      such
      REMIC II Group II Regular Interest is reduced to zero; and

     

    (iii)  to
      the
      Holders of REMIC II Regular Interest LTP, (A) on each Distribution Date, 100%
      of
      the amount paid in respect of Prepayment Charges and (B) on the Distribution
      Date immediately following the expiration of the latest Prepayment Charge as
      identified on the Prepayment Charge Schedule or any Distribution Date thereafter
      until $100 has been distributed pursuant to this clause.

     

    


    (12)           On
      each Distribution Date, the following amounts, in the following order of
      priority, shall be distributed by REMIC II to REMIC III on account of the REMIC
      II Group II Regular Interests and distributed to the holders of the Class R
      Certificates (in respect of the Class R-II Interest), as the case may
      be:

     

    (i)  to
      Holders of REMIC II Regular Interest LT2 and REMIC II Regular Interest LTX1-8
      through LTX1-14, pro rata, in an amount equal to (A) Uncertificated
      Interest for such REMIC II Group I Regular Interests for such Distribution
      Date,
      plus (B) any amounts payable in respect thereof remaining unpaid from previous
      Distribution Dates; and

     

    (ii)  to
      the
      extent of amounts remaining after the distributions made pursuant to clause
      (i)
      above, payments of principal shall be allocated first, to REMIC II Regular
      Interest LT1 until the Uncertificated Balance has been reduced to zero and
      then,
      sequentially, to REMIC II Regular interests LTX1-8 through LTX1-14, starting
      with the lowest numerical denomination until the Uncertificated Balance of
      each
      such REMIC II Group II Regular Interest is reduced to zero.

     

    (13)           On
      each Distribution Date, the following amounts, in the following order of
      priority, shall be distributed by REMIC III to REMIC IV on account of the REMIC
      III Regular Interests or withdrawn from the Distribution Account and distributed
      to the holders of the Class R-III Interest, as the case may be:

     

    (i)  first,
      to
      the Holders of REMIC III Regular Interest LTIO, in an amount equal to (A)
      Uncertificated Interest for such REMIC III Regular Interest for such
      Distribution Date, plus (B) any amounts in respect thereof remaining unpaid
      from
      previous Distribution Dates; second, to the Holders of REMIC III Regular
      Interest LTX1(1) and REMIC III Regular Interest LTX1(2), in an amount equal
      to
      (A) Uncertificated Interest for such REMIC III Regular Interest for such
      Distribution Date, plus (B) any amounts in respect thereof remaining unpaid
      from
      previous Distribution Dates and third, to Holders of REMIC III Regular Interest
      LTAA, REMIC III Regular Interest LTA1, REMIC III Regular Interest LTA2A, REMIC
      III Regular Interest LTA2B, REMIC III Regular Interest LTA2C, REMIC III Regular
      Interest LTM1, REMIC III Regular Interest LTM2, REMIC III Regular Interest
      LTM3A, REMIC III Regular Interest LTM3B,  REMIC III Regular Interest
      LTM4, REMIC III Regular Interest LTM5, REMIC III Regular Interest LTM6, REMIC
      III Regular Interest LTM7, REMIC III Regular Interest LTM8, REMIC III Regular
      Interest LTM9, REMIC III Regular Interest LTZZ and REMIC III Regular Interest
      LTP, in an amount equal to (A) the Uncertificated Interest for such Distribution
      Date, plus (B) any amounts in respect thereof remaining unpaid from previous
      Distribution Dates.  Amounts payable as Uncertificated Interest in
      respect of REMIC III Regular Interest LTZZ shall be reduced when the sum of
      the
      REMIC III Overcollateralized Amount is less than the REMIC III Required
      Overcollateralized Amount, by the lesser of (x) the amount of such difference
      and (y) the Maximum LTZZ Uncertificated Interest Deferral Amount and such
      amounts will be payable to the Holders of REMIC III Regular Interest LTA1,
      REMIC
      III Regular Interest LTA2A, REMIC III Regular Interest LTA2B, REMIC III Regular
      Interest LTA2C, REMIC III Regular Interest LTM1, REMIC III Regular Interest
      LTM2, REMIC III Regular Interest LTM3A, REMIC III Regular Interest LTM3B, REMIC
      III Regular Interest LTM4, REMIC III Regular Interest LTM5, REMIC III Regular
      Interest LTM6, REMIC III Regular Interest LTM7, REMIC III Regular Interest
      LTM8
      and REMIC III Regular Interest LTM9, in the same proportion as the
      Overcollateralization Increase Amount is allocated to the Corresponding
      Certificates and the Uncertificated Balance of REMIC III Regular Interest LTZZ
      shall be increased by such amount; and

     

    (ii)  to
      the
      Holders of REMIC III Regular Interests, in an amount equal to the remainder
      of
      the REMIC III Marker Allocation Percentage of the Available Distribution Amount
      for such Distribution Date after the distributions made pursuant to clause
      (i)
      above, allocated as follows:

     

    (a)           98.00%
      of such remainder to the Holders of REMIC III Regular Interest LTAA, until
      the
      Uncertificated Balance of such REMIC III Regular Interest is reduced to
      zero;

     

    (b)           2.00%
      of such remainder first, to the Holders of REMIC III Regular Interest LTA1,
      REMIC III Regular Interest LTA2A, REMIC III Regular Interest LTA2B, REMIC III
      Regular Interest LTA2C, REMIC III Regular Interest LTM1, REMIC III Regular
      Interest LTM2, REMIC III Regular Interest LTM3A, REMIC III Regular Interest
      LTM3B, REMIC III Regular Interest LTM4, REMIC III Regular Interest LTM5, REMIC
      III Regular Interest LTM6, REMIC III Regular Interest LTM7, REMIC III Regular
      Interest LTM8 and REMIC III Regular Interest LTM9, and in the same proportion
      as
      principal payments are allocated to the Corresponding Certificates, until the
      Uncertificated Balances of such REMIC III Regular Interests are reduced to
      zero
      and second, to the Holders of REMIC III Regular Interest LTZZ, until the
      Uncertificated Balance of such REMIC III Regular Interest is reduced to
      zero;

     

    (c)           to
      the Holders of REMIC III Regular Interest LTP, on the Distribution Date
      immediately following the expiration of the latest Prepayment Charge as
      identified on the Prepayment Charge Schedule or any Distribution Date thereafter
      until $100 has been distributed pursuant to this clause; and

     

    provided,
      however, that 98.00% and 2.00% of any principal payments that are attributable
      to an Overcollateralization Reduction Amount shall be allocated to Holders
      of
      REMIC III Regular Interest LTAA and REMIC III Regular Interest LTZZ,
      respectively.

     

    (iii)  to
      the
      Holders of REMIC III Regular Interest LTX1SUB, REMIC III Regular Interest
      LT1GRP, REMIC III Regular Interest LT2SUB, REMIC III Regular Interest LT2GRP
      and
      REMIC III Regular Interest LTXX, pro rata, in an amount equal to (A)
      Uncertificated Interest for such REMIC III Regular Interest for such
      Distribution Date, plus (B) any amounts in respect thereof remaining unpaid
      from
      previous Distribution Dates; and

     

    (iv)  to
      the
      Holders of REMIC III Regular Interests, in an amount equal to the remainder
      of
      the REMIC III Sub WAC Allocation Percentage of the Available Distribution Amount
      for such Distribution Date after the distributions made pursuant to clause
      (i)
      above, such that distributions of principal shall be deemed to be made to the
      REMIC III Regular Interests first, so as to keep the Uncertificated Balance
      of
      each REMIC III Regular Interest ending with the designation “GRP” equal to 0.01%
      of the aggregate Stated Principal Balance of the Mortgage Loans in the related
      Loan Group; second, to each REMIC III Regular Interest ending with the
      designation “SUB,” so that the Uncertificated Balance of each such REMIC II
      Regular Interest is equal to 0.01% of the excess of (x) the aggregate Stated
      Principal Balance of the Mortgage Loans in the related Loan Group over (y)
      the
      current Certificate Principal Balance of the Class A Certificates in the related
      Loan Group (except that if any such excess is a larger number than in the
      preceding distribution period, the least amount of principal shall be
      distributed to such REMIC III Regular Interests such that the REMIC III
      Subordinated Balance Ratio is maintained); and third, any remaining principal
      to
      REMIC III Regular Interest LTXX;

     

    (d)           any
      remaining amount to the Holders of the Class R Certificates (as Holder of the
      Class R-III Interest).

     

    (e)  On
      each
      Distribution Date, the Trust Administrator shall withdraw any amounts then
      on
      deposit in the Distribution Account that represent Prepayment Charges collected
      by the Servicer or any Sub-Servicer in connection with the Principal Prepayment
      of any of the Mortgage Loans or any Servicer Prepayment Charge Payment Amount
      and shall distribute such amounts to the Holders of the Class P Certificates.
      Such distributions shall not be applied to reduce the Certificate Principal
      Balance of the Class P Certificates.

     

    Following
      the foregoing distributions, an amount equal to the amount of Subsequent
      Recoveries shall be applied to increase the Certificate Principal Balance of
      the
      Class of Certificates with the Highest Priority up to the extent of such
      Realized Losses previously allocated to that Class of Certificates pursuant
      to
      Section 4.04.  An amount equal to the amount of any remaining
      Subsequent Recoveries shall be applied to increase the Certificate Principal
      Balance of the Class of Certificates with the next Highest Priority, up to
      the
      amount of such Realized Losses previously allocated to that Class of
      Certificates pursuant to Section 4.04.  Holders of such Certificates
      will not be entitled to any distribution in respect of interest on the amount
      of
      such increases for any Interest Accrual Period preceding the Distribution Date
      on which such increase occurs.  Any such increases shall be applied to
      the Certificate Principal Balance of each Certificate of such Class in
      accordance with its respective Percentage Interest.

     

    (f)  All
      distributions made with respect to each Class of Certificates on each
      Distribution Date shall be allocated pro rata among the outstanding
      Certificates in such Class based on their respective Percentage
      Interests.  Payments in respect of each Class of Certificates on each
      Distribution Date will be made to the Holders of the respective Class of record
      on the related Record Date (except as otherwise provided in Section 4.01(e)
      or
      Section 9.01 respecting the final distribution on such Class), based on the
      aggregate Percentage Interest represented by their respective Certificates,
      and
      shall be made by wire transfer of immediately available funds to the account
      of
      any such Holder at a bank or other entity having appropriate facilities
      therefor, if such Holder shall have so notified the Trust Administrator in
      writing at least five Business Days prior to the Record Date immediately prior
      to such Distribution Date and with respect to any Class of Certificates other
      than the Residual Certificates is the registered owner of Certificates having
      an
      initial aggregate Certificate Principal Balance that is in excess of the lesser
      of (i) $5,000,000 or (ii) two-thirds of the initial Certificate Principal
      Balance of such Class of Certificates, or otherwise by check mailed by first
      class mail to the address of such Holder appearing in the Certificate Register.
      The final distribution on each Certificate will be made in like manner, but
      only
      upon presentment and surrender of such Certificate at the Corporate Trust Office
      of the Trust Administrator or such other location specified in the notice to
      Certificateholders of such final distribution.

     

    Each
      distribution with respect to a Book-Entry Certificate shall be paid to the
      Depository, as Holder thereof, and the Depository shall be responsible for
      crediting the amount of such distribution to the accounts of its Depository
      Participants in accordance with its normal procedures.  Each
      Depository Participant shall be responsible for disbursing such distribution
      to
      the Certificate Owners that it represents and to each indirect participating
      brokerage firm (a “brokerage firm” or “indirect participating firm”) for which
      it acts as agent.  Each brokerage firm shall be responsible for
      disbursing funds to the Certificate Owners that it represents. None of the
      Trustee, the Trust Administrator, the Depositor or the Servicer shall have
      any
      responsibility therefor except as otherwise provided by this Agreement or
      applicable law.

     

    (g)  The
      rights of the Certificateholders to receive distributions in respect of the
      Certificates, and all interests of the Certificateholders in such distributions,
      shall be as set forth in this Agreement. None of the Holders of any Class of
      Certificates, the Depositor, the Trustee, the Trust Administrator or the
      Servicer shall in any way be responsible or liable to the Holders of any other
      Class of Certificates in respect of amounts properly previously distributed
      on
      the Certificates.

     

    (h)  Except
      as
      otherwise provided in Section 9.01, whenever the Trust Administrator expects
      that the final distribution with respect to any Class of Certificates will
      be
      made on the next Distribution Date, the Trust Administrator shall, no later
      than
      five days after the latest related Determination Date, mail on such date to
      each
      Holder of such Class of Certificates a notice to the effect that:

     

    (i)  the
      Trust
      Administrator expects that the final distribution with respect to such Class
      of
      Certificates will be made on such Distribution Date, but only upon presentation
      and surrender of such Certificates at the office of the Trust Administrator
      therein specified, and

     

    (ii)  no
      interest shall accrue on such Certificates from and after the end of the related
      Interest Accrual Period.

     

    (iii)  Any
      funds
      not distributed to any Holder or Holders of Certificates of such Class on such
      Distribution Date because of the failure of such Holder or Holders to tender
      their Certificates shall, on such date, be set aside and held in trust by the
      Trust Administrator and credited to the account of the appropriate non-tendering
      Holder or Holders.  If any Certificates as to which notice has been
      given pursuant to this Section 4.01(e) shall not have been surrendered for
      cancellation within six months after the time specified in such notice, the
      Trust Administrator shall mail a second notice to the remaining non-tendering
      Certificateholders to surrender their Certificates for cancellation in order
      to
      receive the final distribution with respect thereto. If within one year after
      the second notice all such Certificates shall not have been surrendered for
      cancellation, the Trust Administrator shall, directly or through an agent,
      mail
      a final notice to remaining non-tendering Certificateholders concerning
      surrender of their Certificates and shall continue to hold any remaining funds
      for the benefit of non-tendering Certificateholders. The costs and expenses
      of
      maintaining the funds in trust and of contacting such Certificateholders shall
      be paid out of the assets remaining in such trust fund. If within one year
      after
      the final notice any such Certificates shall not have been surrendered for
      cancellation, the Trust Administrator shall pay to Citigroup Global Markets
      Inc.
      all such amounts, and all rights of non-tendering Certificateholders in or
      to
      such amounts shall thereupon cease.  No interest shall accrue or be
      payable to any Certificateholder on any amount held in trust by the Trust
      Administrator as a result of such Certificateholder’s failure to surrender its
      Certificate(s) for final payment thereof in accordance with this Section
      4.01(e).

     

    (i)  Notwithstanding
      anything to the contrary herein, (i) in no event shall the Certificate Principal
      Balance of a Class A Certificate or a Mezzanine Certificate be reduced more
      than
      once in respect of any particular amount allocated to such Certificate in
      respect of Realized Losses pursuant to Section 4.04 and (ii) in no event shall
      the Uncertificated Balance of a REMIC Regular Interest be reduced more than
      once
      in respect of any particular amount both (a) allocated to such REMIC Regular
      Interest in respect of Realized Losses pursuant to Section 4.04 and (b)
      distributed on such REMIC Regular Interest in reduction of the Uncertificated
      Balance thereof pursuant to this Section 4.01.

     

    
      	
              SECTION
                4.02                      

            	
              Statements
                to Certificateholders.

            


    

     

    On
      each
      Distribution Date, the Trust Administrator shall prepare and make available
      on
      its website to each Holder of the Regular Certificates and the Interest Rate
      Swap Provider, a statement as to the distributions made on such Distribution
      Date setting forth:

     

    (i)  the
      amount of the distribution made on such Distribution Date to the Holders of
      Certificates of each such Class allocable to principal and the amount of the
      distribution made on such Distribution Date to the Holders of the Class P
      Certificates allocable to Prepayment Charges;

     

    (ii)  the
      amount of the distribution made on such Distribution Date to the Holders of
      Certificates of each such Class allocable to interest;

     

    (iii)  the
      aggregate amount of P&I Advances for such Distribution Date (including the
      general purpose of such P&I Advances);

     

    (iv)  the
      fees
      and expenses of the trust accrued and paid on such Distribution Date and to
      whom
      such fees and expenses were paid;

     

    (v)  the
      aggregate Stated Principal Balance of the Mortgage Loans and any REO Properties
      at the close of business on such Distribution Date;

     

    (vi)  the
      number, aggregate principal balance, weighted average remaining term to maturity
      and weighted average Mortgage Rate of the Mortgage Loans as of the related
      Due
      Date;

     

    (vii)  the
      number and aggregate unpaid principal balance of Mortgage Loans in respect
      of
      which (a) one monthly payment is delinquent, (b) two monthly payments are
      delinquent, (c) three monthly payments are delinquent and (d) foreclosure
      proceedings have begun, calculated in accordance with the OTS
      method;

     

    (viii)  with
      respect to any Mortgage Loan that became an REO Property during the preceding
      calendar month, the loan number of such Mortgage Loan, the unpaid principal
      balance and the Stated Principal Balance of such Mortgage Loan as of the date
      it
      became an REO Property;

     

    (ix)  the
      Delinquency Percentage and the Realized Loss Percentage;

     

    (x)  the
      Stated Principal Balance of any REO Property as of the close of business on
      the
      last Business Day of the calendar month preceding the Distribution
      Date;

     

    (xi)  the
      aggregate amount of Principal Prepayments made during the related Prepayment
      Period;

     

    (xii)  the
      aggregate amount of Realized Losses incurred during the related Prepayment
      Period (or, in the case of Bankruptcy Losses allocable to interest, during
      the
      related Due Period), separately identifying whether such Realized Losses
      constituted Bankruptcy Losses;

     

    (xiii)  the
      aggregate amount of Extraordinary Trust Fund Expenses withdrawn from the
      Collection Account or the Distribution Account for such Distribution
      Date;

     

    (xiv)  the
      aggregate Certificate Principal Balance of each such Class of Certificates,
      after giving effect to the distributions, and allocations of Realized Losses
      and
      Extraordinary Trust Fund Expenses, made on such Distribution Date, separately
      identifying any reduction thereof due to allocations of Realized Losses and
      Extraordinary Trust Fund Expenses;

     

    (xv)  the
      Certificate Factor for each such Class of Certificates applicable to such
      Distribution Date;

     

    (xvi)  the
      Interest Distribution Amount in respect of each such Class of Certificates
      for
      such Distribution Date (separately identifying any reductions in the case of
      Subordinate Certificates resulting from the allocation of Realized Losses
      allocable to interest and Extraordinary Trust Fund Expenses on such Distribution
      Date) and the respective portions thereof, if any, remaining unpaid following
      the distributions made in respect of such Certificates on such Distribution
      Date;

     

    (xvii)  the
      aggregate amount of any Prepayment Interest Shortfalls for such Distribution
      Date, to the extent not covered by payments by the Servicer pursuant to Section
      3.24;

     

    (xviii)  the
      aggregate amount of Relief Act Interest Shortfalls for such Distribution
      Date;

     

    (xix)  the
      Net
      Monthly Excess Cashflow, the Overcollateralization Target Amount, the
      Overcollateralized Amount, the Overcollateralization Reduction Amount, the
      Overcollateralization Increase Amount and the Credit Enhancement
      Percentage;

     

    (xx)  with
      respect to any Mortgage Loan as to which foreclosure proceedings have been
      concluded, the loan number and unpaid principal balance of such Mortgage Loan
      as
      of the date of such conclusion of foreclosure proceedings;

     

    (xxi)  with
      respect to Mortgage Loans as to which a Final Liquidation has occurred, the
      number of Mortgage Loans, the unpaid principal balance of such Mortgage Loans
      as
      of the date of such Final Liquidation and the amount of proceeds (including
      Liquidation Proceeds and Insurance Proceeds) collected in respect of such
      Mortgage Loans;

     

    (xxii)  any
      Allocated Realized Loss Amount with respect to each Class of Certificates for
      such Distribution Date;

     

    (xxiii)  the
      amounts deposited into the Net WAC Rate Carryover Reserve Account for such
      Distribution Date, the amounts withdrawn from such account and distributed
      to
      each Class of Certificates, and the amounts remaining on deposit in such account
      after all deposits into and withdrawals from such account on such Distribution
      Date;

     

    (xxiv)  the
      Net
      WAC Rate Carryover Amounts for each Class of Certificates, if any, for such
      Distribution Date and the amounts remaining unpaid after reimbursements therefor
      on such Distribution Date;

     

    (xxv)  whether
      a
      Stepdown Date or Trigger Event is in effect;

     

    (xxvi)  the
      total
      cashflows received and the general sources thereof;

     

    (xxvii)  if
      applicable, unless otherwise set forth in the Form 10-D relating to such
      distribution date, material modifications, extensions or waivers to mortgage
      loan terms, fees, penalties or payments during the preceding calendar month
      or
      that have become material over time;

     

    (xxviii)   the
      amount of any Net Swap Payments or Swap Termination Payments and the
      Significance Percentage for such Distribution Date; and

     

    (xxix)   the
      applicable Record Dates, Interest Accrual Periods and Determination Dates for
      calculating distributions for such Distribution Date.

     

    In
      the
      case of information furnished pursuant to subclauses (i) through (iii) above,
      the amounts shall be expressed as a dollar amount per Single Certificate of
      the
      relevant Class.

     

    For
      all
      purposes of this Agreement, with respect to any Mortgage Loan, delinquencies
      shall be determined by the Trust Administrator from information provided by
      the
      Servicer and reported by the Trust Administrator based on the OTS methodology
      for determining delinquencies on mortgage loans similar to the Mortgage
      Loans.  By way of example, a Mortgage Loan would be delinquent with
      respect to a Monthly Payment due on a Due Date if such Monthly Payment is not
      made by the close of business on the Mortgage Loan's next succeeding Due Date,
      and a Mortgage Loan would be more than 30-days Delinquent with respect to such
      Monthly Payment if such Monthly Payment were not made by the close of business
      on the Mortgage Loan’s second succeeding Due Date (the “OTS Method”). The
      Servicer hereby represents and warrants to the Depositor that the Servicer
      is
      not subject to any delinquency recognition policy established by its primary
      safety and soundness regulator.

     

    The
      Trust
      Administrator shall make available on its website to each Person (and the
      Trustee) who at any time during the calendar year was a Holder of a Regular
      Certificate, the statements containing the information set forth in subclauses
      (i) through (iii) above. Such obligation of the Trust Administrator shall be
      deemed to have been satisfied to the extent that substantially comparable
      information shall be provided by the Trust Administrator pursuant to any
      requirements of the Code as from time to time are in force.

     

    In
      addition, the Trust Administrator will report on Form 10-D any material breaches
      of representations and warranties regarding the Mortgage Loans to the extent
      actually known to a Responsible Officer of the Trust Administrator, in a format
      that is mutually agreeable to the Depositor and the Trust
      Administrator.

     

    On
      each
      Distribution Date, the Trust Administrator shall make available to the
      Depositor, each Holder of a Residual Certificate, the Trustee, the Servicer
      and
      the Credit Risk Manager, a copy of the reports forwarded to the Regular
      Certificateholders on such Distribution Date and a statement setting forth
      the
      amounts, if any, actually distributed with respect to the Residual Certificates,
      respectively, on such Distribution Date.

     

    The
      Trust
      Administrator shall furnish to the Holders of the Residual Certificates the
      applicable Form 1066 and each applicable Form 1066Q as required by the Code.
      Additionally, the Trust Administrator shall make available on its website to
      each Person (and the Trustee) who at any time during the calendar year was
      a
      Holder of a Residual Certificate certain statements setting forth information
      set forth in clauses (i) through (xxx) above. Such obligation of the Trust
      Administrator shall be deemed to have been satisfied to the extent that
      substantially comparable information shall be provided by the Trust
      Administrator to such Holders pursuant to the rules and regulations of the
      Code
      as are in force from time to time.

     

    Upon
      request, the Trust Administrator shall forward to each Certificateholder, during
      the term of this Agreement, such periodic, special, or other reports or
      information, whether or not provided for herein, as shall be reasonable with
      respect to the Certificateholder, or otherwise with respect to the purposes
      of
      this Agreement, all such reports or information to be provided at the expense
      of
      the Certificateholder in accordance with such reasonable and explicit
      instructions and directions as the Certificateholder may provide. For purposes
      of this Section 4.02, the Trust Administrator’s duties are limited to the extent
      that the Trust Administrator receives timely reports as required from the
      Servicer.

     

    On
      each
      Distribution Date, the Trust Administrator shall provide Bloomberg Financial
      Markets, L.P. (“Bloomberg”) on its website (1) CUSIP level factors for each
      class of Certificates as of such Distribution Date and (2) the number and
      aggregate unpaid principal balance of Mortgage Loans that are (a) delinquent
      30
      to 59 days, (b) delinquent 60 to 89 days, (c) delinquent 90 or more days in
      each
      case, as of the last day of the preceding calendar month, (d) as to which
      foreclosure proceedings have been commenced and (e) with respect to which the
      related Mortgagor has filed for protection under applicable bankruptcy laws,
      with respect to whom bankruptcy proceedings are pending or with respect to
      whom
      bankruptcy protection is in force, in each case using a format and media
      mutually acceptable to the Trust Administrator and Bloomberg.

     

    For
      each
      Distribution Date, through and including the Distribution Date in December
      2007,
      the Trust Administrator shall calculate the Significance Percentage of the
      Interest Rate Swap Agreement.  If on any such Distribution Date, the
      Significance Percentage of the Interest Rate Swap Agreement, respectively,
      is
      equal to or greater than 10%, the Trust Administrator shall promptly notify
      the
      Depositor and the Depositor shall file, by Form 10-D no later than fifteen
      days
      following the related Distribution Date, the financial statements of the
      Interest Rate Swap Provider, respectively, as required by Item 1115 of
      Regulation AB.

     

    
      	
              SECTION
                4.03                      

            	
              Remittance
                Reports; P&I Advances.

            


    

     

    (d)  No
      later
      than the Servicer Remittance Date, the Servicer shall deliver to the Trust
      Administrator, in a mutually agreed upon electronic format (or by such other
      means as the Servicer and the Trust Administrator may agree from time to time)
      a
      Remittance Report with respect to the related Distribution Date.  The
      Trust Administrator shall, on behalf of the Servicer, on such date furnish
      a
      copy of such Remittance Report to the Credit Risk Manager by such means as
      the
      Trust Administrator shall agree from time to time.  Such Remittance
      Report will include such other information with respect to the Mortgage Loans
      as
      the Trust Administrator may reasonably require to perform the calculations
      necessary to make the distributions contemplated by Section 4.01 and to prepare
      the statements to Certificateholders contemplated by Section 4.02. Neither
      the
      Trustee nor the Trust Administrator shall be responsible to recompute,
      recalculate or verify any information provided to it by the
      Servicer.

     

    (e)  With
      respect to any Mortgage Loan on which a Monthly Payment was due during the
      related Due Period and delinquent on the related Determination Date, the amount
      of the Servicer's Advance will be equal to  the excess, if any, of the
      Monthly Payment (net of the related Servicing Fee) that would have been due
      on
      the related Due Date in respect of the related Mortgage Loan, over the net
      income from such REO Property deposited in the Collection Account pursuant
      to
      Section 3.23 for distribution on such Distribution Date.   With
      respect to each REO Property, which REO Property was acquired during or prior
      to
      the related Prepayment Period and as to which such REO Property an REO
      Disposition did not occur during the related Prepayment Period, an amount equal
      to the excess, if any, of the Monthly Payment (net of the related Servicing
      Fee)
      that would have been due on the related Due Date in respect of the related
      Mortgage Loan, over the net income from such REO Property deposited in the
      Collection Account pursuant to Section 3.23 for distribution on such
      Distribution Date.

     

    On
      the
      Servicer Remittance Date, the Servicer shall remit in immediately available
      funds to the Trust Administrator for deposit in the Distribution Account an
      amount equal to the aggregate amount of P&I Advances, if any, to be made in
      respect of the Mortgage Loans for the related Distribution Date either (i)
      from
      its own funds or (ii) from the Collection Account, to the extent of funds held
      therein for future distribution (in which case it will cause to be made an
      appropriate entry in the records of the Collection Account that amounts held
      for
      future distribution have been, as permitted by this Section 4.03, used by the
      Servicer in discharge of any such P&I Advance) or (iii) in the form of any
      combination of (i) and (ii) aggregating the total amount of P&I Advances to
      be made by the Servicer with respect to the Mortgage Loans.  Any
      amounts held for future distribution used by the Servicer to make a P&I
      Advance as permitted in the preceding sentence shall be appropriately reflected
      in the Servicer’s records and replaced by the Servicer by deposit in the
      Collection Account on or before any future Servicer Remittance Date to the
      extent that the Available Distribution Amount for the related Distribution
      Date
      (determined without regard to P&I Advances to be made on the Servicer
      Remittance Date) shall be less than the total amount that would be distributed
      to the Certificateholders pursuant to Section 4.01 on such Distribution Date
      if
      such amounts held for future distributions had not been so used to make P&I
      Advances. The Trust Administrator will provide notice to the Servicer by
      telecopy by the close of business on the Business Day prior to the Distribution
      Date in the event that the amount remitted by the Servicer to the Trust
      Administrator on such date is less than the P&I Advances required to be made
      by the Servicer for the related Distribution Date.

     

    (f)  The
      obligation of the Servicer to make such P&I Advances is mandatory,
      notwithstanding any other provision of this Agreement but subject to (d) below,
      and, with respect to any Mortgage Loan or REO Property, shall continue until
      a
      Final Recovery Determination in connection therewith or the removal thereof
      from
      the Trust Fund pursuant to any applicable provision of this Agreement, except
      as
      otherwise provided in this Section.

     

    (g)  Notwithstanding
      anything herein to the contrary, no P&I Advance or Servicing Advance shall
      be required to be made hereunder by the Servicer if such P&I Advance or
      Servicing Advance would, if made, constitute a Nonrecoverable P&I Advance or
      Nonrecoverable Servicing Advance, respectively. The determination by the
      Servicer that it has made a Nonrecoverable P&I Advance or a Nonrecoverable
      Servicing Advance or that any proposed P&I Advance or Servicing Advance, if
      made, would constitute a Nonrecoverable P&I Advance or Nonrecoverable
      Servicing Advance, respectively, shall be evidenced by a certification of a
      Servicing Officer delivered to the Trust Administrator (whereupon, upon receipt
      of such certification, the Trust Administrator shall forward a copy of such
      certification to the Depositor, the Trustee and the Credit Risk
      Manager).  Notwithstanding the foregoing, if following the application
      of Liquidation Proceeds on any Mortgage Loan that was the subject of a Final
      Recovery Determination, any Servicing Advance with respect to such Mortgage
      Loan
      shall remain unreimbursed to the Servicer, then without limiting the provisions
      of Section 3.11(a), a certification of a Servicing Officer regarding such
      Nonrecoverable Servicing Advance shall not be required to be delivered by the
      Servicer to the Trust Administrator.

     

    
      	
              SECTION
                4.04                      

            	
              Allocation
                of Extraordinary Trust Fund Expenses and Realized
                Losses.

            


    

     

    (d)  Prior
      to
      each Distribution Date, the Servicer shall determine as to each Mortgage Loan
      and REO Property: (i) the total amount of Realized Losses, if any, incurred
      in
      connection with any Final Recovery Determinations made during the related
      Prepayment Period; (ii) whether and the extent to which such Realized Losses
      constituted Bankruptcy Losses; and (iii) the respective portions of such
      Realized Losses allocable to interest and allocable to
      principal.  Prior to each Distribution Date, the Servicer shall also
      determine as to each Mortgage Loan: (A) the total amount of Realized Losses,
      if
      any, incurred in connection with any Deficient Valuations made during the
      related Prepayment Period; and (B) the total amount of Realized Losses, if
      any,
      incurred in connection with Debt Service Reductions in respect of Monthly
      Payments due during the related Due Period.  The information described
      in the two preceding sentences that is to be supplied by the Servicer shall
      be
      either included in the related Remittance Report or evidenced by an Officers’
Certificate delivered to the Trust Administrator and the Trustee by the Servicer
      prior to the Determination Date immediately following the end of (x) in the
      case
      of Bankruptcy Losses allocable to interest, the Due Period during which any
      such
      Realized Loss was incurred, and (y) in the case of all other Realized Losses,
      the Prepayment Period during which any such Realized Loss was
      incurred.

     

    (e)  All
      Realized Losses on the Mortgage Loans shall be allocated by the Trust
      Administrator on each Distribution Date as follows: first, to the Interest
      Distribution Amount for the Class CE Certificates for the related Interest
      Accrual Period; second, to any Net Swap Payments received under the Interest
      Rate Swap Agreement, third, to the Class CE Certificates, until the Certificate
      Principal Balance thereof has been reduced to zero; fourth, to the Class M-9
      Certificates, until the Certificate Principal Balance thereof has been reduced
      to zero; fifth, to the Class M-8 Certificates, until the Certificate Principal
      Balance thereof has been reduced to zero; sixth, to the Class M-7 Certificates,
      until the Certificate Principal Balance thereof has been reduced to zero;
      seventh, to the Class M-6 Certificates, until the Certificate Principal Balance
      thereof has been reduced to zero; eighth, to the Class M-5 Certificates, until
      the Certificate Principal Balance thereof has been reduced to zero; ninth,
      to
      the Class M-4 Certificates, until the Certificate Principal Balance thereof
      has
      been reduced to zero; tenth, to the Class M-3 Certificates (concurrently, to
      the
      Class M-3A Certificates and the Class M-3B Certificates, on a pro rata
      basis, based on the Certificate Principal Balance of each such Class), until
      the
      Certificate Principal Balances thereof have been reduced to zero; eleventh,
      to
      the Class M-2 Certificates, until the Certificate Principal Balance thereof
      has
      been reduced to zero and twelfth, to the Class M-1 Certificates, until the
      Certificate Principal Balance thereof has been reduced to zero.

     

     All
      Realized Losses to be allocated to the Certificate Principal Balances of all
      Classes on any Distribution Date shall be so allocated after the actual
      distributions to be made on such date as provided above. All references above
      to
      the Certificate Principal Balance of any Class of Certificates shall be to
      the
      Certificate Principal Balance of such Class immediately prior to the relevant
      Distribution Date, before reduction thereof by any Realized Losses, in each
      case
      to be allocated to such Class of Certificates, on such Distribution
      Date.

     

    Any
      allocation of Realized Losses to a Mezzanine Certificate on any Distribution
      Date shall be made by reducing the Certificate Principal Balance thereof by
      the
      amount so allocated and any allocation of Realized Losses to a Class CE
      Certificates shall be made by reducing the amount otherwise payable in respect
      thereof pursuant to Section 4.01(a)(3).  No allocations of any
      Realized Losses shall be made to the Certificate Principal Balances of the
      Class
      A Certificates or the Class P Certificates.

     

    Realized
      Losses on the Group I Mortgage Loans shall be allocated on each Distribution
      Date first to REMIC I Regular Interest I until the Uncertificated Balance has
      been reduced to zero and then to REMIC I Regular Interest I-1-A through REMIC
      I
      Regular Interest I-39-B, starting with the lowest numerical denomination until
      such REMIC I Group I Regular Interest has been reduced to zero, provided that,
      for REMIC I Regular Interests with the same numerical denomination, such
      Realized Losses shall be allocated pro rata between such REMIC I Group
      I Regular Interests.

     

    Realized
      Losses on the Group II Mortgage Loans shall be allocated on each Distribution
      Date first to REMIC I Regular Interest II until the Uncertificated Balance
      has
      been reduced to zero and then to REMIC I Regular Interest II-1-A through REMIC
      I
      Regular Interest II-39-B, starting with the lowest numerical denomination until
      such REMIC I Group II Regular Interest has been reduced to zero, provided that,
      for REMIC I Regular Interests with the same numerical denomination, such
      Realized Losses shall be allocated pro rata between such REMIC I Group
      II Regular Interests.

     

    Realized
      Losses on the Group I Mortgage Loans shall be allocated on each Distribution
      Date first to REMIC II Regular Interest LT1 until the Uncertificated Balance
      has
      been reduced to zero and then to REMIC II Regular Interest LTX1-1 through REMIC
      II Regular Interest LTX1-7, starting with the lowest numerical denomination
      until such REMIC II Group I Regular Interest has been reduced to
      zero.

     

    Realized
      Losses on the Group II Mortgage Loans shall be allocated on each Distribution
      Date first to REMIC II Regular Interest LT2 until the Uncertificated Balance
      has
      been reduced to zero and then to REMIC II Regular Interest LTX1-7 through REMIC
      II Regular Interest LTX1-14, starting with the lowest numerical denomination
      until such REMIC II Group II Regular Interest has been reduced to
      zero.

     

    The
      REMIC
      III Marker Allocation Percentage of all Realized Losses on the Mortgage Loans
      shall be allocated by the Trust Administrator on each Distribution Date to
      the
      following REMIC III Regular Interests in the specified percentages, as follows:
      first, to Uncertificated Interest payable to the REMIC III Regular Interest
      LTAA
      and REMIC III Regular Interest LTZZ up to an aggregate amount equal to the
      REMIC
      III Interest Loss Allocation Amount, 98% and 2%, respectively; second, to the
      Uncertificated Balances of the REMIC III Regular Interest LTAA and REMIC III
      Regular Interest LTZZ up to an aggregate amount equal to the REMIC III Principal
      Loss Allocation Amount, 98% and 2%, respectively; third, to the Uncertificated
      Balances of REMIC III Regular Interest LTAA, REMIC III Regular Interest LTM9
      and
      REMIC III Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the
      Uncertificated Balance of REMIC III Regular Interest LTM9 has been reduced
      to
      zero; fourth, to the Uncertificated Balances of REMIC III Regular Interest
      LTAA,
      REMIC III Regular Interest LTM8 and REMIC III Regular Interest LTZZ, 98%, 1%
      and
      1%, respectively, until the Uncertificated Balance of REMIC III Regular Interest
      LTM8 has been reduced to zero; fifth, to the Uncertificated Balances of REMIC
      III Regular Interest LTAA, REMIC III Regular Interest LTM7 and REMIC III Regular
      Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance
      of
      REMIC III Regular Interest LTM7 has been reduced to zero; sixth, to the
      Uncertificated Balances of REMIC III Regular Interest LTAA, REMIC III Regular
      Interest LTM6 and REMIC III Regular Interest LTZZ, 98%, 1% and 1%, respectively,
      until the Uncertificated Balance of REMIC III Regular Interest LTM6 has been
      reduced to zero; seventh, to the Uncertificated Balances of REMIC III Regular
      Interest LTAA, REMIC III Regular Interest LTM5 and REMIC III Regular Interest
      LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance of REMIC
      III Regular Interest LTM5 has been reduced to zero; eighth, to the
      Uncertificated Balances of REMIC III Regular Interest LTAA, REMIC III Regular
      Interest LTM4 and REMIC III Regular Interest LTZZ, 98%, 1% and 1%, respectively,
      until the Uncertificated Balance of REMIC III Regular Interest LTM4 has been
      reduced to zero; ninth, to the Uncertificated Balances of REMIC III Regular
      Interest LTAA, 98%, REMIC III Regular Interest LTM3A and REMIC III Regular
      Interest LTM3B, 1% pro rata,  and to REMIC III Regular
      Interest LTZZ 1%, until the Uncertificated Balances of REMIC III Regular
      Interest LTM3A and REMIC III Regular Interest LTM3B have been reduced to zero;
      tenth to the Uncertificated Balances of REMIC III Regular Interest LTAA, REMIC
      III Regular Interest LTM2 and REMIC III Regular Interest LTZZ, 98%, 1% and
      1%,
      respectively, until the Uncertificated Balance of REMIC III Regular Interest
      LTM2 has been reduced to zero and eleventh, to the Uncertificated Balances
      of
      REMIC III Regular Interest LTAA, REMIC III Regular Interest LTM1 and REMIC
      III
      Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated
      Balance of REMIC III Regular Interest LTM1 has been reduced to
      zero.

     

    The
      REMIC
      III Sub WAC Allocation Percentage of all Realized Losses on the Mortgage Loans
      shall be allocated by the Trust Administrator on each Distribution Date to
      the
      following REMIC III Regular Interests in the specified percentages, as follows:
      first, so as to keep the Uncertificated Balance of each REMIC III Regular
      Interest ending with the designation “GRP” equal to 0.01% of the aggregate
      Stated Principal Balance of the Mortgage Loans in the related Loan Group;
      second, to each REMIC III Regular Interest ending with the designation “SUB,” so
      that the Uncertificated Balance of each such REMIC III Regular Interest is
      equal
      to 0.01% of the excess of (x) the aggregate Stated Principal Balance of the
      Mortgage Loans in the related Loan Group over (y) the current Certificate
      Principal Balance of the Class A Certificate in the related Loan Group (except
      that if any such excess is a larger number than in the preceding distribution
      period, the least amount of Realized Losses shall be applied to such REMIC
      III
      Regular Interests such that the REMIC III Subordinated Balance Ratio is
      maintained); and third, any remaining Realized Losses shall be allocated to
      REMIC III Regular Interest LTXX.

     

    
      	
              SECTION
                4.05                      

            	
              Compliance
                with Withholding Requirements.

            


    

     

    Notwithstanding
      any other provision of this Agreement, the Trust Administrator shall comply
      with
      all federal withholding requirements respecting payments to Certificateholders
      of interest or original issue discount that the Trust Administrator reasonably
      believes are applicable under the Code. The consent of Certificateholders shall
      not be required for such withholding. In the event the Trust Administrator
      does
      withhold any amount from interest or original issue discount payments or
      advances thereof to any Certificateholder pursuant to federal withholding
      requirements, the Trust Administrator shall indicate the amount withheld to
      such
      Certificateholders.

     

    
      	
              SECTION
                4.06                      

            	
              Net
                WAC Rate Carryover Reserve Account.

            


    

     

    (d)  No
      later
      than the Closing Date, the Trust Administrator shall establish and maintain
      a
      separate, segregated trust account titled, “Net WAC Rate Carryover Reserve
      Account, Citibank, N.A., as Trust Administrator, in trust for the registered
      holders of Citigroup Mortgage Loan Trust, Asset-Backed Pass-Through
      Certificates, Series 2007-WFHE4.”  The Net WAC Rate Carryover Reserve
      Account will be an “outside reserve fund” within the meaning of Treasury
      Regulation Section 1.860G-2(h).

     

    (e)  On
      each
      Distribution Date, the Trust Administrator has been directed by the Class CE
      Certificateholders to, and therefore shall, deposit into the Net WAC Rate
      Carryover Reserve Account, any Net WAC Rate Carryover Amounts and Class X-1
      Distribution Amounts for such Distribution Date, rather than distributing such
      amounts to the Class CE Certificateholders.  On each such Distribution
      Date, the Trust Administrator shall hold all such amounts for the benefit of
      the
      Holders of the Floating Rate Certificates, and shall distribute the aggregate
      Net WAC Rate Carryover Amount, if any, for such Distribution Date from the
      Net
      WAC Rate Carryover Reserve Account to the Holders of the Floating Rate
      Certificates in the amounts and priorities set forth in Section
      4.01(a)(5).

     

    (f)  It
      is the
      intention of the parties hereto that, for federal and state income and state
      and
      local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be
      disregarded as an entity separate from the Holder of the Class CE Certificates
      unless and until the date when either (a) there is more than one Class CE
      Certificateholder or (b) any Class of Certificates in addition to the Class
      CE
      Certificates is recharacterized as an equity interest in the Net WAC Rate
      Carryover Reserve Account for federal income tax purposes, in which case it
      is
      the intention of the parties hereto that, for federal and state income and
      state
      and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account
      be
      treated as a partnership.  If the Net WAC Rate Carryover Reserve
      Account becomes characterized as a partnership for federal income tax purposes,
      the Trust Administrator shall (i) obtain, or cause to be obtained, a taxpayer
      identification number for the Net WAC Rate Carryover Reserve Account, (ii)
      prepare and file, or cause to be prepared and filed, any necessary federal,
      state or local tax returns for the Net WAC Rate Carryover Reserve Account and
      (iii) prepare and provide to any requesting withholding agent, or cause to
      be
      prepared and provided to any requesting withholding agent, any necessary
      withholding tax form.  All amounts deposited into the Net WAC Rate
      Carryover Reserve Account shall be treated as amounts distributed by REMIC
      IV to
      the Holder of the Class CE Interest and by REMIC V to the Holder of the Class
      CE
      Certificates.  The Net WAC Rate Carryover Reserve Account will be an
“outside reserve fund” within the meaning of Treasury Regulation Section
      1.860G-2(h).  Upon the termination of the Trust Fund, or the payment
      in full of the Floating Rate Certificates, all amounts remaining on deposit
      in
      the Net WAC Rate Carryover Reserve Account shall be released by the Trust Fund
      and distributed to the Class CE Certificateholders or their
      designees.  The Net WAC Rate Carryover Reserve Account shall be part
      of the Trust Fund but not part of any Trust REMIC and any payments to the
      Holders of the Floating Rate Certificates of Net WAC Rate Carryover Amounts
      will
      not be payments with respect to a “regular interest” in a REMIC within the
      meaning of Code Section 860(G)(a)(1).

     

    (g)  By
      accepting a Class CE Certificate, each Class CE Certificateholder hereby agrees
      to direct the Trust Administrator, and the Trust Administrator is hereby is
      directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts
      described above on each Distribution Date rather than distributing such amounts
      to the Class CE Certificateholders.  By accepting a Class CE
      Certificate, each Class CE Certificateholder further agrees that such direction
      is given for good and valuable consideration, the receipt and sufficiency of
      which is acknowledged by such acceptance.

     

    (h)  All
      amounts on deposit in the Net WAC Rate Carryover Reserve Account shall remain
      uninvested.

     

    (i)  For
      federal tax return and information reporting, the right of the Holders of the
      Floating Rate Certificates to receive payments from the Net WAC Rate Carryover
      Reserve Account in respect of any Net WAC Rate Carryover Amount shall be
      assigned a value of zero.

     

    
      	
              SECTION
                4.07                      

            	
              Commission
                Reporting.

            


    

     

    (d)  (i)
      Within 10 days after each Distribution Date, the Trust Administrator shall,
      in
      accordance with industry standards, file with the Commission via the Electronic
      Data Gathering and Retrieval System (“EDGAR”), a distribution report on Form
      10-D, signed by the Depositor, with a copy of the monthly statement to be
      furnished by the Trust Administrator to the Certificateholders for such
      Distribution Date.  Any disclosure in addition to the monthly
      statement required to be included on the Form 10-D (“Additional Form 10-D
      Disclosure”) shall be determined and prepared by the entity that is indicated in
      Exhibit B as the responsible party for providing that information, and the
      Trust
      Administrator will have no duty or liability to verify the accuracy or
      sufficiency of any such Additional Form 10-D Disclosure and the Trust
      Administrator shall have no liability with respect to any failure to properly
      prepare or file such Form 10-D resulting from or relating to the Trust
      Administrator’s inability or failure to obtain any information in a timely
      manner from the party responsible for delivery of such Additional Form 10-D
      Disclosure.

     

    Within
      5
      calendar days after the related Distribution Date (or if not a Business Day,
      the
      immediately preceding Business Day), each entity that is indicated in Exhibit
      B
      as the responsible party for providing Additional Form 10-D Disclosure shall
      be
      required to provide to the Trust Administrator and the Depositor, to the extent
      known, clearly identifying which item of Form 10-D the information relates
      to,
      any Additional Form 10-D Disclosure, if applicable.  The Trust
      Administrator shall compile the information provided to it, prepare the Form
      10-D and forward the Form 10-D to the Depositor for verification.  The
      Depositor will approve, as to form and substance, or disapprove, as the case
      may
      be, the Form 10-D.  No later than three Business Days prior to the
      10th calendar
      day after the related Distribution Date, an officer of the Depositor shall
      sign
      the Form 10-D and return an electronic or fax copy of such signed Form 10-D
      (with an original executed hard copy to follow by overnight mail) to the Trust
      Administrator.

     

    (ii)  Within
      three (3) Business Days after the occurrence of an event requiring disclosure
      on
      Form 8-K (each such event, a “Reportable Event”), the Trust Administrator shall
      prepare and file any Form 8-K, as required by the Exchange Act, (other than
      the
      initial Form 8-K in connection with the issuance of the Certificates, which
      shall be prepared and filed by the Depositor).  Any disclosure or
      information related to a Reportable Event or that is otherwise required to
      be
      included on Form 8-K (“Form 8-K Disclosure Information”) shall be determined and
      prepared by the entity that is indicated in Exhibit B as the responsible party
      for providing that information.  The Trust Administrator shall not be
      responsible for determining what information is required to be filed on Form
      8-K
      or for any filing that is not made on a timely basis in accordance with
      Regulation AB in the event that such information is not delivered to the Trust
      Administrator on or prior to the fourth Business Day prior to the applicable
      filing deadline.

     

    For
      so
      long as the Trust is subject to the Exchange Act reporting requirements, no
      later than the end of business on the second Business Day after the occurrence
      of a Reportable Event, the entity that is indicated in Exhibit B as the
      responsible party for providing Form 8-K Disclosure Information shall be
      required to provide to the Trust Administrator, to the extent known, the form
      and substance of any Form 8-K Disclosure Information, if
      applicable.  The Trust Administrator shall compile the information
      provided to it, and prepare and file the Form 8-K, which shall be signed by
      an
      officer of the Depositor.

     

    (iii)           Prior
      to January 30 of the first year in which the Trust Administrator is able to
      do
      so under applicable law, the Trust Administrator shall, in accordance with
      industry standards, file a Form 15 Suspension Notice with respect to the Trust
      Fund, if applicable. Prior to (x) March 15, 2008 and (y) unless and until a
      Form
      15 Suspension Notice shall have been filed, prior to March 15 of each year
      thereafter, the Servicer shall provide the Trust Administrator with an Annual
      Compliance Statement, together with a copy of the Assessment of Compliance
      and
      Attestation Report to be delivered by the Servicer pursuant to Sections 3.20
      and
      3.21 (including with respect to any Sub-Servicer or any subcontractor, if
      required to be filed).  Prior to (x) March 31, 2008 and (y) unless and
      until a Form 15 Suspension Notice shall have been filed, March 31 of each year
      thereafter, the Trust Administrator shall file a Form 10-K, in substance as
      required by applicable law or applicable Securities and Exchange Commission
      staff’s interpretations and conforming to industry standards, with respect to
      the Trust Fund. Such Form 10-K shall include the Assessment of Compliance,
      Attestation Report, Annual Compliance Statements and other documentation
      provided by the Servicer pursuant to Sections 3.20 and 3.21 (including with
      respect to any Sub-Servicer or subcontractor, if required to be filed) and
      Section 3.21 with respect to the Trust Administrator, and the Form 10-K
      certification in the form attached hereto as Exhibit H-1 (the “Certification”)
      signed by the senior officer of the Depositor in charge of
      securitization.  The Trust Administrator shall receive the items
      described in the preceding sentence no later than March 15th of each
      calendar
      year prior to the filing deadline for the Form 10-K.

     

    If
      information, data and exhibits to be included in the Form 10-K are not so timely
      delivered, the Trust Administrator shall file an amended Form 10-K
      including such documents as exhibits reasonably promptly after they are
      delivered to the Trust Administrator.  The Trust Administrator shall
      have no liability with respect to any failure to properly prepare or file such
      periodic reports resulting from or relating to the Trust Administrator’s
      inability or failure to timely obtain any information from any other
      party.

     

    Prior
      to
      (x) March 1, 2008 and (y) unless and until a Form 15 Suspension Notice shall
      have been filed, prior to March 1st of each
      year
      thereafter, each entity that is indicated in Exhibit B as the responsible party
      for providing Additional Form 10-K Disclosure shall be required to provide
      to
      the Trust Administrator and the Depositor, to the extent known, the form and
      substance of any Additional Form 10-K Disclosure Information, if applicable.
      The
      Trust Administrator shall compile the information provided to it, prepare the
      Form 10-K and forward the Form 10-K to the Depositor for
      verification.  The Depositor will approve, as to form and substance,
      or disapprove, as the case may be, the Form 10-K by no later than March 25th of the
      relevant
      year (or the immediately preceding Business Day if March 25th is not
      a Business
      Day), an officer of the Depositor shall sign the Form 10-K and return an
      electronic or fax copy of such signed Form 10-K (with an original executed
      hard
      copy to follow by overnight mail) to the Trust Administrator.

     

    The
      Servicer shall be responsible for determining the pool concentration applicable
      to any Sub-Servicer to which the Servicer delegated any of its responsibilities
      with respect to the Mortgage Loans at any time, for purposes of disclosure
      as
      required by Items 1117 and 1119 of Regulation AB.  The Trust
      Administrator will provide electronic or paper copies of all Form 10-D, 8-K
      and
      10-K filings free of charge to any Certificateholder upon written
      request.  Any expenses incurred by the Trust Administrator in
      connection with the previous sentence shall be reimbursable to the Trust
      Administrator out of the Trust Fund.

     

    The
      Trust
      Administrator shall sign a certification (in the form attached hereto as
      Exhibit H-2) for the benefit of the Depositor and its officers, directors
      and Affiliates in respect of items 1 through 3 of the Certification (the “Trust
      Administrator Certification”) (provided, however, that the Trust Administrator
      shall not undertake an analysis of the Attestation Report attached as an exhibit
      to the Form 10-K), and the Servicer shall sign a certification (the “Servicer
      Certification) solely with respect to the Servicer (in the form attached hereto
      as Exhibit H-3) for the benefit of the Depositor, the Trust Administrator
      and each Person, if any, who “controls” the Depositor or the Trust Administrator
      within the meaning of the Securities Act of 1933, as amended, and their
      respective officers and directors.  Each such certification shall be
      delivered to the Depositor and the Trust Administrator by March 20th of each
      year (or
      if not a Business Day, the immediately preceding Business Day).  The
      Certification attached hereto as Exhibit H-1 shall be delivered to the
      Trust Administrator by March 25th for filing
      on or
      prior to March 31st of each
      year (or
      if not a Business Day, the immediately preceding Business Day).

     

    (e)  In
      addition, (A) the Trust Administrator shall indemnify and hold harmless the
      Depositor and its officers, directors and Affiliates from and against any actual
      losses, damages, penalties, fines, forfeitures, reasonable and necessary legal
      fees and related costs, judgments and other costs and expenses arising out
      of
      third party claims based upon (i) a breach of the Trust Administrator’s
      obligations under this Section 4.07 or (ii) any material misstatement or
      omission contained in the Trust Administrator Certification and (B) the Servicer
      shall indemnify and hold harmless the Depositor, the Trust Administrator and
      their respective officers, directors and Affiliates from and against any actual
      losses, damages, penalties, fines, forfeitures, reasonable and necessary legal
      fees and related costs, judgments and other costs and expenses that such Person
      may sustain arising out of third party claims based upon (i) a breach of such
      Servicer’s obligations under this Section 4.07, (ii) any material misstatement
      or omission contained in the Assessment of Compliance provided by the Servicer
      pursuant to Section 3.21 or (iii) any information correctly derived by the
      Trust
      Administrator and included in a Form 10-D or Form 10-K from information provided
      to the Trust Administrator by the Servicer under this Agreement.  If
      the indemnification provided for herein is unavailable or insufficient to hold
      harmless the Depositor, then (i) the Trust Administrator agrees that it shall
      contribute to the amount paid or payable by the Depositor as a result of the
      losses, claims, damages or liabilities of the Depositor in such proportion
      as is
      appropriate to reflect the relative fault of the Depositor on the one hand
      and
      the Trust Administrator on the other and (ii) the Servicer agrees that it shall
      contribute to the amount paid or payable by the Depositor as a result of the
      losses, claims, damages or liabilities of the Depositor in such proportion
      as is
      appropriate to reflect the relative fault of the Depositor on the one hand
      and
      the Servicer on the other. Notwithstanding the foregoing, in no event shall
      the
      Trust Administrator be liable for any consequential, indirect or punitive
      damages.

     

    
      	
              SECTION
                4.08                      

            	
              Reserved.

            


    

     

    
      	
              SECTION
                4.09                      

            	
              Swap
                Account.

            


    

     

    (d)  On
      the
      Closing Date, there is hereby established a separate trust (the “Supplemental
      Interest Trust”), into which the Depositor shall deposit the Interest Rate Swap
      Agreement.  The Supplemental Interest Trust shall be maintained by the
      Supplemental Interest Trust Trustee.  No later than the Closing Date,
      the Supplemental Interest Trust Trustee shall establish and maintain with the
      Trust Administrator a separate, segregated trust account to be held in the
      Supplemental Interest Trust, titled, “Swap Account, Citibank, N.A., as
      Supplemental Trust Trustee, in trust for the registered holders of the Citigroup
      Mortgage Loan Trust Inc., Asset-Backed Pass-Through Certificates, Series
      2007-WFHE4.”  Such account shall be an Eligible Account and funds on
      deposit therein shall be held separate and apart from, and shall not be
      commingled with, any other moneys, including, without limitation, other moneys
      of the Trust Administrator held pursuant to this Agreement.  Amounts
      therein shall be held uninvested.

     

    (e)  Prior
      to
      any distribution to any Certificate, the Supplemental Interest Trust Trustee
      or
      the Trust Administrator on its behalf shall deposit into the Swap Account (for
      distribution pursuant to Section 4.01(a)(7)): (i) the amount of any Net Swap
      Payment or Swap Termination Payment (other than any Swap Termination Payment
      resulting from a Swap Provider Trigger Event) owed to the Interest Rate Swap
      Provider (after taking into account any upfront payment received from the
      counterparty to a replacement interest rate swap agreement) from funds collected
      and received with respect to the Mortgage Loans prior to the determination
      of
      the Available Distribution Amount. For federal income tax purposes, any amounts
      paid to the Interest Rate Swap Provider shall first be deemed paid to the
      Interest Rate Swap Provider in respect of REMIC VII Regular Interest SWAP IO
      to
      the extent of the amount distributable on REMIC VII Regular Interest SWAP IO
      on
      such Distribution Date, and any remaining amount shall be deemed paid to the
      Interest Rate Swap Provider in respect of a Class IO Distribution Amount (as
      defined below).

     

    (f)  It
      is the
      intention of the parties hereto that, for federal and state income and state
      and
      local franchise tax purposes, the Supplemental Interest Trust be disregarded
      as
      an entity separate from the Holder of the Class CE Certificates unless and
      until
      the date when either (a) there is more than one Class CE Certificateholder
      or
      (b) any Class of Certificates in addition to the Class CE Certificates is
      recharacterized as an equity interest in the Supplemental Interest Trust for
      federal income tax purposes, in which case it is the intention of the parties
      hereto that, for federal and state income and state and local franchise tax
      purposes, the Supplemental Interest Trust be treated as a
      partnership.  If the Supplemental Interest Trust becomes characterized
      as a partnership for federal income tax purposes, the Trust Administrator shall
      (i) obtain, or cause to be obtained, a taxpayer identification number for the
      Supplemental Interest Trust, (ii) prepare and file, or cause to be prepared
      and
      filed, any necessary federal, state or local tax returns for the Supplemental
      Interest Trust and (iii) prepare and provide to any requesting withholding
      agent, or cause to be prepared and provided to any requesting withholding agent,
      any necessary withholding tax form.  The Supplemental Interest Trust
      will be an “outside reserve fund” within the meaning of Treasury Regulation
      Section 1.860G-2(h).

     

    (g)  To
      the
      extent that the Supplemental Interest Trust is determined to be a separate
      legal
      entity from the Supplemental Interest Trust Trustee, any obligation of the
      Supplemental Interest Trust Trustee under the Interest Rate Swap Agreement
      shall
      be deemed to be an obligation of the Supplemental Interest Trust.

     

    (h)  The
      Trust
      Administrator shall treat the Holders of Certificates (other than the Class
      P,
      Class CE, Class R and Class R-X Certificates) as having entered into a notional
      principal contract with respect to the Holders of the Class CE Certificates.
      Pursuant to each such notional principal contract, all Holders of Certificates
      (other than the Class P, Class CE, Class R and Class R-X Certificates) shall
      be
      treated as having agreed to pay, on each Distribution Date, to the Holder of
      the
      Class CE Certificates an aggregate amount equal to the excess, if any, of (i)
      the amount payable on such Distribution Date on the REMIC IV Regular Interest
      corresponding to such Class of Certificates over (ii) the amount payable on
      such
      Class of Certificates on such Distribution Date (such excess, a “Class IO
      Distribution Amount”). A Class IO Distribution Amount payable from interest
      collections shall be allocated pro rata among such Certificates based
      on the excess of (a) the amount of interest otherwise payable to such
      Certificates over (ii) the amount of interest payable to such Certificates
      at a
      per annum rate equal to the Net WAC Pass-Through Rate, and a Class IO
      Distribution Amount payable from principal collections shall be allocated to
      the
      most subordinate Class of Certificates with an outstanding principal balance
      to
      the extent of such balance. In addition, pursuant to such notional principal
      contract, the Holder of the Class CE Certificates shall be treated as having
      agreed to pay Net WAC Rate Carryover Amounts to the Holders of the Certificates
      (other than the Class CE, Class P, Class R and Class R-X Certificates) in
      accordance with the terms of this Agreement. Any payments to the Certificates
      from amounts deemed received in respect of this notional principal contract
      shall not be payments with respect to a Regular Interest in a REMIC within
      the
      meaning of Code Section 860G(a)(1). However, any payment from the Certificates
      (other than the Class CE, Class P, Class R and Class R-X Certificates) of a
      Class IO Distribution Amount shall be treated for tax purposes as having been
      received by the Holders of such Certificates in respect of their interests
      in
      REMIC IV and as having been paid by such Holders pursuant to the notional
      principal contract. Thus, each Certificate (other than the Class P, Class R
      and
      Class R-X Certificates) shall be treated as representing not only ownership
      of
      Regular Interests in REMIC IV, but also ownership of an interest in, and
      obligations with respect to, a notional principal contract.

     

    
      	
              SECTION
                4.10                      

            	
              Tax
                Treatment of Swap Payments and Swap Termination
                Payments.

            


    

     

    For
      federal income tax purposes, each holder of a Floating Rate Certificate is
      deemed to own an undivided beneficial ownership interest in a REMIC regular
      interest and the right to receive payments from either the Net WAC Rate
      Carryover Reserve Account or the Swap Account in respect of the Net WAC Rate
      Carryover Amount or the obligation to make payments to the Swap Account. For
      federal income tax purposes, the Trust Administrator will account for payments
      to each Floating Rate Certificates as follows: each Floating Rate Certificate
      will be treated as receiving their entire payment from REMIC III (regardless
      of
      any Swap Termination Payment or obligation under the Interest Rate Swap
      Agreement) and subsequently paying their portion of any Swap Termination Payment
      in respect of each such Class’ obligation under the Interest Rate Swap
      Agreement. In the event that any such Class is resecuritized in a REMIC, the
      obligation under the Interest Rate Swap Agreement to pay any such Swap
      Termination Payment (or any shortfall in Swap Provider Fee), will be made by
      one
      or more of the REMIC Regular Interests issued by the resecuritization REMIC
      subsequent to such REMIC Regular Interest receiving its full payment from any
      such Floating Rate Certificate.

     

    The
      REMIC
      regular interest corresponding to a Floating Rate Certificate will be entitled
      to receive interest and principal payments at the times and in the amounts
      equal
      to those made on the certificate to which it corresponds, except that (i) the
      maximum interest rate of that REMIC regular interest will equal the Net WAC
      Pass-Through Rate computed for this purpose by limiting the Swap Notional Amount
      of the Interest Rate Swap Agreement to the aggregate Stated Principal Balance
      of
      the Mortgage Loans and (ii) any Swap Termination Payment will be treated as
      being payable solely from Net Monthly Excess Cashflow. As a result of the
      foregoing, the amount of distributions and taxable income on the REMIC regular
      interest corresponding to a Floating Rate Certificate may exceed the actual
      amount of distributions on the Floating Rate Certificate.

     

    
      	
              SECTION
                4.11                      

            	
              Collateral
                Account.

            


    

     

    The
      Trust
      Administrator (in its capacity as Supplemental Interest Trust Trustee) is hereby
      directed to perform the obligations of the Custodian as defined under the Swap
      Credit Support Annex (the “Swap Custodian”).  On or before the Closing
      Date, the Swap Custodian shall establish a Swap Collateral
      Account.  The Swap Collateral Account shall be held in the name of the
      Swap Custodian in trust for the benefit of the
      Certificateholders.  The Swap Collateral Account must be an Eligible
      Account and shall be titled “Swap Collateral Account, Citibank, N.A., as Swap
      Custodian, in trust for the registered holders of Citigroup Mortgage Loan Trust
      2007-WFHE4, Asset-Backed Pass-Through Certificates, Series 2007-WFHE4, Mortgage
      Pass-Through Certificates.”

     

    The
      Swap
      Custodian shall credit to Swap Collateral Account all collateral (whether in
      the
      form of cash or securities) posted by the Interest Rate Swap Provider to secure
      the obligations of the Interest Rate Swap Provider in accordance with the terms
      of the Interest Rate Swap Agreement.  Except for investment earnings,
      the Interest Rate Swap Provider shall not have any legal, equitable or
      beneficial interest in the Swap Collateral Account other than in accordance
      with
      this Agreement, the Interest Rate Swap Agreement and applicable
      law.  The Swap Custodian shall maintain and apply all collateral and
      earnings thereon on deposit in the Swap Collateral Account in accordance with
      Swap Credit Support Annex.

     

    Cash
      collateral posted by the Interest Rate Swap Provider in accordance with the
      Swap
      Credit Support Annex shall be invested at the direction of the Interest Rate
      Swap Provider in Permitted Investments in accordance with the requirements
      of
      the Swap Credit Support Annex.  All amounts earned on amounts on
      deposit in the Swap Collateral Account (whether cash collateral or securities)
      shall be for the account of and taxable to the Interest Rate Swap
      Provider.

     

    The
      Swap
      Custodian shall not be liable for the selection of Permitted Investments or
      for
      any investment losses incurred through investment of the Posted Collateral
      (as
      defined in the Swap Credit Support Annex) into Permitted Investments rated
      at
      least (x) AAAm or AAAm-G by S&P and (y) Prime-1 by Moody’s or Aaa by
      Moody’s, as directed by the Interest Rate Swap Provider.  The Swap
      Custodian shall have no liability in respect of losses incurred as a result
      of
      the liquidation of any such Permitted Investments prior to its stated maturity
      or failure of the Interest Rate Swap Provider to provide timely written
      direction.  If no investment direction is provided, such amounts shall
      remain uninvested.

     

    In
      the
      event the Swap Custodian does not meet the Custodian Required Rating Threshold
      (as defined in the Interest Rate Swap Agreement), the Supplemental Interest
      Trust Trustee, at the direction of the Depositor, shall within 60 days obtain
      a
      replacement Swap Custodian that meets the Custodian Required Rating
      Threshold.

     

    Upon
      the
      occurrence of an Event of Default or Specified Condition (each as defined in
      the
      Interest Rate Swap Agreement) with respect to the Interest Rate Swap Provider
      or
      upon occurrence or designation of an Early Termination Date (as defined in
      the
      Interest Rate Swap Agreement) as a result of any such Event of Default or
      Specified Condition with respect to the Interest Rate Swap Provider, and, in
      either such case, unless the Interest Rate Swap Provider has paid in full all
      of
      its Obligations (as defined in the Swap Credit Support Annex) that are then
      due,
      then any collateral posted by the Interest Rate Swap Provider in accordance
      with
      the Swap Credit Support Annex shall be applied to the payment of any Obligations
      due to Party B (as defined in the Interest Rate Swap Agreement) in accordance
      with the Swap Credit Support Annex.  To the extent the Swap Custodian
      is required to return any of the Posted Collateral (as defined in the Swap
      Credit Support Annex) to the Interest Rate Swap Provider under the terms of
      the
      Swap Credit Support Annex, the Swap Custodian shall return such collateral
      in
      accordance with the terms of the Swap Credit Support Annex.

     

    
      	
              SECTION
                4.12                      

            	
              Rights
                and Obligations Under the Interest Rate Swap
                Agreement.

            


    

     

    In
      the
      event that the Interest Rate Swap Provider fails to perform any of its
      obligations under the Interest Rate Swap Agreement (including, without
      limitation, its obligation to make any payment or transfer collateral), or
      breaches any of its representations and warranties thereunder, or in the event
      that any Event of Default, Termination Event, or Additional Termination Event
      (each as defined in the Interest Rate Swap Agreement) occurs with respect to
      the
      Interest Rate Swap Agreement, the Trust Administrator (in its capacity as
      Supplemental Interest Trust Trustee) shall, promptly following actual notice
      of
      a Responsible Officer of such failure, breach or event, notify the Depositor
      and
      send any notices and make any demands, on behalf of the Supplemental Interest
      Trust, required to enforce the rights of the Supplemental Interest Trust under
      the Interest Rate Swap Agreement.

     

    In
      the
      event that the Interest Rate Swap Provider’s obligations are guaranteed by a
      third party under a guaranty relating to the Interest Rate Swap Agreement (such
      guaranty the “Guaranty” and such third party the “Guarantor”), then to the
      extent that the Interest Rate Swap Provider fails to make any payment by the
      close of business on the day it is required to make payment under the terms
      of
      the Interest Rate Swap Agreement, the Trust Administrator (in its capacity
      as
      Supplemental Interest Trust Trustee) shall, promptly following actual notice
      of
      the Interest Rate Swap Provider’s failure to pay, demand that the Guarantor make
      any and all payments then required to be made by the Guarantor pursuant to
      such
      Guaranty; provided, that the Trust Administrator (in its capacity as
      Supplemental Interest Trust Trustee) shall in no event be liable for any failure
      or delay in the performance by the Interest Rate Swap Provider or any Guarantor
      of its obligations hereunder or pursuant to the Interest Rate Swap Agreement
      and
      the Guaranty, nor for any special, indirect or consequential loss or damage
      of
      any kind whatsoever (including but not limited to lost profits) in connection
      therewith.

     

    Upon
      an
      early termination of the Interest Rate Swap Agreement other than in connection
      with the optional termination of the Trust, the Trust Administrator (in its
      capacity as Supplemental Interest Trust Trustee), at the direction of the
      Depositor, will use reasonable efforts to appoint a successor swap provider
      to
      enter into a new interest rate swap agreement on terms substantially similar
      to
      the Interest Rate Swap Agreement, with a successor swap provider meeting all
      applicable eligibility requirements. If the Trust Administrator (in its capacity
      as Supplemental Interest Trust Trustee) receives a termination payment from
      the
      Interest Rate Swap Provider in connection with such early termination, the
      Trust
      Administrator (in its capacity as Supplemental Interest Trust Trustee) will
      apply such termination payment to any upfront payment required to appoint the
      successor swap provider.  If the Trust Administrator (in its capacity
      as Supplemental Interest Trust Trustee) is required to pay a termination payment
      to the Interest Rate Swap Provider in connection with such early termination,
      the Trust Administrator (in its capacity as Supplemental Interest Trust Trustee)
      will apply any upfront payment received from the successor swap provider to
      pay
      such termination payment.

     

    If
      the
      Trust Administrator (in its capacity as Supplemental Interest Trust Trustee)
      is
      unable to appoint a successor swap provider within 30 days of the early
      termination, then the Trust Administrator (in its capacity as Supplemental
      Interest Trust Trustee) will deposit any termination payment received from
      the
      original Swap Provider into a separate, non-interest bearing reserve account
      and
      will, on each subsequent Distribution Date, withdraw from the amount then
      remaining on deposit in such reserve account an amount equal to the Net Swap
      Payment, if any, that would have been paid to the Trust Administrator (in its
      capacity as Supplemental Interest Trust Trustee) by the original Swap Provider
      calculated in accordance with the terms of the original Interest Rate Swap
      Agreement, and distribute such amount in accordance with the terms of Section
      4.01(a)(7).

     

    Upon
      an
      early termination of the Interest Rate Swap Agreement in connection with the
      optional termination of the Trust, if the Trust Administrator (in its capacity
      as Supplemental Interest Trust Trustee) receives a termination payment from
      the
      Interest Rate Swap Provider, such termination payment will be distributed in
      accordance with Section 4.01(a)(7).

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


     

    ARTICLE
      V


     

    THE
      CERTIFICATES

     

    
      	
              SECTION
                5.01                      

            	
              The
                Certificates.

            


    

     

    (d)  The
      Certificates in the aggregate will represent the entire beneficial ownership
      interest in the Mortgage Loans and all other assets included in the Trust Fund.
      At the Closing Date, the aggregate Certificate Principal Balance of the
      Certificates will equal the aggregate Stated Principal Balance of the Mortgage
      Loans.

     

    The
      Certificates will be substantially in the forms annexed hereto as Exhibits
      A-1
      through A-19. The Certificates of each Class will be issuable in registered
      form
      only, in denominations of authorized Percentage Interests as described in the
      definition thereof. Each Certificate will share ratably in all rights of the
      related Class.

     

    Upon
      original issue, the Certificates shall be executed, authenticated and delivered
      by the Trust Administrator to or upon the order of the Depositor. The
      Certificates shall be executed and attested by manual or facsimile signature
      on
      behalf of the Trust Administrator by an authorized signatory. Certificates
      bearing the manual or facsimile signatures of individuals who were at any time
      the proper officers of the Trust Administrator shall bind the Trust
      Administrator, notwithstanding that such individuals or any of them have ceased
      to hold such offices prior to the execution, authentication and delivery of
      such
      Certificates or did not hold such offices at the date of such Certificates.
      No
      Certificate shall be entitled to any benefit under this Agreement or be valid
      for any purpose, unless there appears on such Certificate a certificate of
      authentication substantially in the form provided herein executed by the Trust
      Administrator by manual signature, and such certificate of authentication shall
      be conclusive evidence, and the only evidence, that such Certificate has been
      duly authenticated and delivered hereunder. All Certificates shall be dated
      the
      date of their authentication.

     

    (e)  The
      Book-Entry Certificates shall initially be issued as one or more Certificates
      held by Book-Entry Custodian or, if appointed to hold such Certificates as
      provided below, the Depository and registered in the name of the Depository
      or
      its nominee and, except as provided below, registration of such Certificates
      may
      not be transferred by the Trust Administrator except to another Depository
      that
      agrees to hold such Certificates for the respective Certificate Owners with
      Ownership Interests therein. The Certificate Owners shall hold their respective
      Ownership Interests in and to such Certificates through the book-entry
      facilities of the Depository and, except as provided below, shall not be
      entitled to definitive, fully registered Certificates (“Definitive
      Certificates”) in respect of such Ownership Interests. All transfers by
      Certificate Owners of their respective Ownership Interests in the Book-Entry
      Certificates shall be made in accordance with the procedures established by
      the
      Depository Participant or brokerage firm representing such Certificate Owner.
      Each Depository Participant shall only transfer the Ownership Interests in
      the
      Book-Entry Certificates of Certificate Owners it represents or of brokerage
      firms for which it acts as agent in accordance with the Depository’s normal
      procedures.  The Trust Administrator is hereby initially appointed as
      the Book-Entry Custodian and hereby agrees to act as such in accordance herewith
      and in accordance with the agreement that it has with the Depository authorizing
      it to act as such. The Book-Entry Custodian may, and if it is no longer
      qualified to act as such, the Book-Entry Custodian shall, appoint, by a written
      instrument delivered to the Depositor, the Servicer and the Trust Administrator
      and any other transfer agent (including the Depository or any successor
      Depository) to act as Book-Entry Custodian under such conditions as the
      predecessor Book-Entry Custodian and the Depository or any successor Depository
      may prescribe, provided that the predecessor Book-Entry Custodian shall not
      be
      relieved of any of its duties or responsibilities by reason of any such
      appointment of other than the Depository.  If the Trust Administrator
      resigns or is removed in accordance with the terms hereof, the successor trust
      administrator or, if it so elects, the Depository shall immediately succeed
      to
      its predecessor’s duties as Book-Entry Custodian. The Depositor shall have the
      right to inspect, and to obtain copies of, any Certificates held as Book-Entry
      Certificates by the Book-Entry Custodian.

     

    The
      Trustee, the Trust Administrator, the Servicer and the Depositor may for all
      purposes (including the making of payments due on the Book-Entry Certificates)
      deal with the Depository as the authorized representative of the Certificate
      Owners with respect to the Book-Entry Certificates for the purposes of
      exercising the rights of Certificateholders hereunder. The rights of Certificate
      Owners with respect to the Book-Entry Certificates shall be limited to those
      established by law and agreements between such Certificate Owners and the
      Depository Participants and brokerage firms representing such Certificate
      Owners. Multiple requests and directions from, and votes of, the Depository
      as
      Holder of the Book-Entry Certificates with respect to any particular matter
      shall not be deemed inconsistent if they are made with respect to different
      Certificate Owners. The Trust Administrator may establish a reasonable record
      date in connection with solicitations of consents from or voting by
      Certificateholders and shall give notice to the Depository of such record
      date.

     

    If
      (i)(A)
      the Depositor advises the Trust Administrator in writing that the Depository
      is
      no longer willing or able to properly discharge its responsibilities as
      Depository, and (B) the Depositor is unable to locate a qualified successor
      or
      (ii) after the occurrence of a Servicer Event of Default, Certificate Owners
      representing in the aggregate not less than 51% of the Ownership Interests
      of
      the Book-Entry Certificates advise the Trust Administrator through the
      Depository, in writing, that the continuation of a book-entry system through
      the
      Depository is no longer in the best interests of the Certificate Owners, the
      Trust Administrator shall notify all Certificate Owners, through the Depository,
      of the occurrence of any such event and of the availability of Definitive
      Certificates to Certificate Owners requesting the same. Upon surrender to the
      Trust Administrator of the Book-Entry Certificates by the Book-Entry Custodian
      or the Depository, as applicable, accompanied by registration instructions
      from
      the Depository for registration of transfer, the Trust Administrator shall
      issue
      the Definitive Certificates. Such Definitive Certificates will be issued in
      minimum denominations of $25,000, except that any beneficial ownership that
      was
      represented by a Book-Entry Certificate in an amount less than $25,000
      immediately prior to the issuance of a Definitive Certificate shall be issued
      in
      a minimum denomination equal to the amount represented by such Book-Entry
      Certificate. None of the Depositor, the Servicer, the Trust Administrator or
      the
      Trustee shall be liable for any delay in the delivery of such instructions
      and
      may conclusively rely on, and shall be protected in relying on, such
      instructions. Upon the issuance of Definitive Certificates all references herein
      to obligations imposed upon or to be performed by the Depository shall be deemed
      to be imposed upon and performed by the Trust Administrator, to the extent
      applicable with respect to such Definitive Certificates, and the Trust
      Administrator shall recognize the Holders of the Definitive Certificates as
      Certificateholders hereunder.

     

    
      	
              SECTION
                5.02                      

            	
              Registration
                of Transfer and Exchange of
                Certificates.

            


    

     

    (d)  The
      Trust
      Administrator shall cause to be kept at one of the offices or agencies to be
      appointed by the Trust Administrator in accordance with the provisions of
      Section 8.12 a Certificate Register for the Certificates in which, subject
      to
      such reasonable regulations as it may prescribe, the Trust Administrator shall
      provide for the registration of Certificates and of transfers and exchanges
      of
      Certificates as herein provided.

     

    (e)  No
      transfer of any Private Certificate shall be made unless that transfer is made
      pursuant to an effective registration statement under the Securities Act of
      1933, as amended (the “1933 Act”), and effective registration or qualification
      under applicable state securities laws, or is made in a transaction that does
      not require such registration or qualification. In the event that such a
      transfer of a Private Certificate is to be made without registration or
      qualification (other than in connection with (i) the initial transfer of any
      such Certificate by the Depositor to an Affiliate of the Depositor or, in the
      case of the Residual Certificates, the first transfer by an Affiliate of the
      Depositor or the first transfer by the initial transferee of an Affiliate of
      the
      Depositor, (ii) the transfer of any such Class CE, Class P or Residual
      Certificate to the issuer under the Indenture or the indenture trustee or
      indenture trustee administrator under the Indenture or (iii) a transfer of
      any
      such Class CE, Class P or Residual Certificate from the issuer under the
      Indenture or the indenture trustee or indenture trustee administrator under
      the
      Indenture to the Depositor or an Affiliate of the Depositor), the Trustee shall
      require receipt of: (i) if such transfer is purportedly being made in reliance
      upon Rule 144A under the 1933 Act, written certifications from the
      Certificateholder desiring to effect the transfer and from such
      Certificateholder’s prospective transferee, substantially in the forms attached
      hereto as Exhibit F-1; and (ii) in all other cases, an Opinion of Counsel
      satisfactory to it that such transfer may be made without such registration
      (which Opinion of Counsel shall not be an expense of the Trust Fund or of the
      Depositor, the Trustee, the Trust Administrator, the Servicer, in its capacity
      as such, or any Sub-Servicer), together with copies of the written
      certification(s) of the Certificateholder desiring to effect the transfer and/or
      such Certificateholder’s prospective transferee upon which such Opinion of
      Counsel is based, if any.  None of the Depositor, the Trust
      Administrator or the Trustee is obligated to register or qualify any such
      Certificates under the 1933 Act or any other securities laws or to take any
      action not otherwise required under this Agreement to permit the transfer of
      such Certificates without registration or qualification. Any Certificateholder
      desiring to effect the transfer of any such Certificate shall, and does hereby
      agree to, indemnify the Trustee, the Trust Administrator, the Depositor and
      the
      Servicer against any liability that may result if the transfer is not so exempt
      or is not made in accordance with such federal and state laws.

     

    Notwithstanding
      the foregoing, in the event of any such transfer of any Ownership Interest
      in
      any Private Certificate that is a Book-Entry Certificate, except with respect
      to
      the initial transfer of any such Ownership Interest by the Depositor, such
      transfer shall be required to be made in reliance upon Rule 144A under the
      1933
      Act, and the transferee will be deemed to have made each of the transferee
      representations and warranties set forth Exhibit F-1 hereto in respect of such
      interest as if it was evidenced by a Definitive Certificate.  The
      Certificate Owner of any such Ownership Interest in any such Book-Entry
      Certificate desiring to effect such transfer shall, and does hereby agree to,
      indemnify the Trust Administrator and the Depositor against any liability that
      may result if the transfer is not so exempt or is not made in accordance with
      such federal and state laws.

     

    Notwithstanding
      the foregoing, no certification or Opinion of Counsel described in this Section
      5.02(b) will be required in connection with the transfer, on the Closing Date,
      of any Residual Certificate by the Depositor to an “accredited investor” within
      the meaning of Rule 501(d) of the 1933 Act.

     

    No
      transfer of a Private Certificate (other than the Class A-1 Certificate) or
      any
      interest therein shall be made to any Plan, any Person acting, directly or
      indirectly, on behalf of any such Plan or any Person acquiring such Certificates
      with “Plan Assets” of a Plan within the meaning of the Department of Labor
      regulation promulgated at 29 C.F.R.§ 2510.3-101 (“Plan Assets”), as certified by
      such transferee in the form of Exhibit G, unless the Trust Administrator is
      provided with an Opinion of Counsel on which the Trust Administrator, the
      Depositor, the Trustee and the Servicer may rely, to the effect that the
      purchase of such Certificates is permissible under ERISA and the Code, will
      not
      constitute or result in any non-exempt prohibited transaction under ERISA or
      Section 4975 of the Code and will not subject the Depositor, the Servicer,
      the
      Trustee, the Trust Administrator or the Trust Fund to any obligation or
      liability (including obligations or liabilities under ERISA or Section 4975
      of
      the Code) in addition to those undertaken in this Agreement, which Opinion
      of
      Counsel shall not be an expense of the Depositor, the Servicer, the Trustee,
      the
      Trust Administrator or the Trust Fund. Neither a certification nor an Opinion
      of
      Counsel will be required in connection with (i) the initial transfer of any
      such
      Certificate by the Depositor to an Affiliate of the Depositor or, in the case
      of
      the Residual Certificates, the first transfer by an Affiliate of the Depositor,
      (ii) the transfer of any such Class CE, Class P or Residual Certificate to
      the
      issuer under the Indenture or the indenture trustee under the Indenture or
      (iii)
      a transfer of any such Class CE, Class P or Residual Certificate from the issuer
      under the Indenture or the indenture trustee under the Indenture to the
      Depositor or an Affiliate of the Depositor (in which case, the Depositor or
      any
      Affiliate thereof shall have deemed to have represented that such Affiliate
      is
      not a Plan or a Person investing Plan Assets) and the Trust Administrator shall
      be entitled to conclusively rely upon a representation (which, upon the request
      of the Trust Administrator, shall be a written representation) from the
      Depositor of the status of such transferee as an affiliate of the
      Depositor.

     

    Prior
      to
      the termination of the Supplemental Interest Trust, each beneficial owner of
      a
      Class A Certificate, a Class X-1 Certificate, a Mezzanine Certificate or any
      interest therein, shall represent or be deemed to have represented, by virtue
      of
      its acquisition or holding such Certificate or interest therein, that either
      (i)
      it is not a Plan or (ii) (A) it is an accredited investor within the meaning
      of
      Prohibited Transaction Exemption (“PTE”) 91-23, as amended by PTE 97-34, PTE
      2000-58, PTE 2002-41 and PTE 2007-05 (the “Underwriters’ Exemption”) and (B) the
      acquisition and holding of such Certificate and the separate right to receive
      payments from the Supplemental Interest Trust are eligible for the exemptive
      relief available under either (I) Prohibited Transaction Class Exemption
      (“PTCE”) 95-60 or (II) except in the case of a Class A-1 Certificate, PTCE
      84-14, 91-38, 90-1 or 96-23.

     

    Each
      beneficial owner of a Class A-1 Certificate or any interest therein that is
      acquired subsequent to the termination of the Supplemental Interest Trust shall
      represent or be deemed to have represented, by virtue of its acquisition or
      holding of that Certificate or interest therein, that either (i) it is not
      a
      Plan or a trustee or other Person acting on behalf of a Plan or using “plan
      assets” of a Plan to effect such acquisition (including any insurance company
      using funds in its general or separate accounts that may constitute “plan
      assets”) or (ii) it is an “accredited investor” as defined in Rule 501(a)(1) of
      Regulation D of the Securities Act of 1933, as amended, and covenants to obtain
      from any transferee of the Certificate such a representation and
      covenant.

     

    Each
      beneficial owner of a Mezzanine Certificate or any interest therein which is
      acquired subsequent to the termination of the Supplemental Interest Trust shall
      be deemed to have represented, by virtue of its acquisition or holding of that
      Certificate or interest therein, that either (i) it is not a Plan or a trustee
      or other Person acting on behalf of a Plan or using “plan assets” of a Plan to
      effect such acquisition (including any insurance company using funds in its
      general or separate accounts that may constitute “plan assets”), (ii) (A) it has
      acquired and is holding the Certificate in reliance on the Underwriters’
Exemption, (B) in the case of a Private Certificate, it is an “accredited
      investor” as defined in Rule 501(a)(1) of Regulation D of the Securities Act of
      1933, as amended, and covenants to obtain from  any transferee of such
      Certificate such a representation and covenant, and (C) it understands that
      there are certain conditions to the availability of the Underwriters’ Exemption,
      including that the Certificate must be rated, at the time of purchase, not
      lower
      than “BBB-” (or its equivalent) by S&P, Moody’s, Fitch Ratings, Dominion
      Bond Rating Service Limited (known as DBRS Limited) or Dominion Bond Rating
      Service, Inc. (known as DBRS, Inc.) (each, an “Exemption Rating Agency”) and the
      Certificate is so rated or (iii) (1) it is an insurance company, (2) the source
      of funds used to acquire or hold the Certificate or interest therein is an
      “insurance company general account,” as such term is defined in PTCE 95-60, and
      (3) the conditions in Sections I and III of PTCE 95-60 have been
      satisfied.

     

    If
      any
      Certificate or any interest therein is acquired or held in violation of the
      provisions of the preceding four paragraphs, the next preceding permitted
      beneficial owner will be treated as the beneficial owner of that Certificate
      retroactive to the date of transfer to the purported beneficial owner. Any
      purported beneficial owner whose acquisition or holding of any such Certificate
      or interest therein was effected in violation of the provisions of the preceding
      four paragraphs shall indemnify and hold harmless the Depositor, the Servicer,
      the Trustee, the Trust Administrator and the Trust Fund from and against any
      and
      all liabilities, claims, costs or expenses incurred by those parties as a result
      of that acquisition or holding.

     

    (f)  (i)  Each
      Person who has or who acquires any Ownership Interest in a Residual Certificate
      shall be deemed by the acceptance or acquisition of such Ownership Interest
      to
      have agreed to be bound by the following provisions and to have irrevocably
      authorized the Trust Administrator or its designee under clause (iii)(A) below
      to deliver payments to a Person other than such Person and to negotiate the
      terms of any mandatory sale under clause (iii)(B) below and to execute all
      instruments of Transfer and to do all other things necessary in connection
      with
      any such sale. The rights of each Person acquiring any Ownership Interest in
      a
      Residual Certificate are expressly subject to the following
      provisions:

     

    (A)  Each
      Person holding or acquiring any Ownership Interest in a Residual Certificate
      shall be a Permitted Transferee and shall promptly notify the Trust
      Administrator of any change or impending change in its status as a Permitted
      Transferee.

     

    (B)  In
      connection with any proposed Transfer of any Ownership Interest in a Residual
      Certificate, the Trust Administrator shall require delivery to it and shall
      not
      register the Transfer of any Residual Certificate until its receipt of an
      affidavit and agreement (a “Transfer Affidavit and Agreement”), in the form
      attached hereto as Exhibit F-2, from the proposed Transferee, in form and
      substance satisfactory to the Trust Administrator, representing and warranting,
      among other things, that such Transferee is a Permitted Transferee, that it
      is
      not acquiring its Ownership Interest in the Residual Certificate that is the
      subject of the proposed Transfer as a nominee, trustee or agent for any Person
      that is not a Permitted Transferee, that for so long as it retains its Ownership
      Interest in a Residual Certificate, it will endeavor to remain a Permitted
      Transferee, and that it has reviewed the provisions of this Section 5.02(d)
      and
      agrees to be bound by them.

     

    (C)  Notwithstanding
      the delivery of a Transfer Affidavit and Agreement by a proposed Transferee
      under clause (B) above, if a Responsible Officer of the Trust Administrator
      who
      is assigned to this transaction has actual knowledge that the proposed
      Transferee is not a Permitted Transferee, no Transfer of an Ownership Interest
      in a Residual Certificate to such proposed Transferee shall be
      effected.

     

    (D)  Each
      Person holding or acquiring any Ownership Interest in a Residual Certificate
      shall agree (x) to require a Transfer Affidavit and Agreement from any other
      Person to whom such Person attempts to transfer its Ownership Interest in a
      Residual Certificate and (y) not to transfer its Ownership Interest unless
      it
      provides a transferor affidavit (a “Transferor Affidavit”), in the form attached
      hereto as Exhibit F-2, to the Trust Administrator stating that, among other
      things, it has no actual knowledge that such other Person is not a Permitted
      Transferee.

     

    (E)  Each
      Person holding or acquiring an Ownership Interest in a Residual Certificate,
      by
      purchasing an Ownership Interest in such Certificate, agrees to give the Trust
      Administrator written notice that it is a “pass-through interest holder” within
      the meaning of temporary Treasury regulation Section 1.67- 3T(a)(2)(i)(A)
      immediately upon acquiring an Ownership Interest in a Residual Certificate,
      if
      it is, or is holding an Ownership Interest in a Residual Certificate on behalf
      of, a “pass-through interest holder.”

     

    (ii)  The
      Trust
      Administrator will register the Transfer of any Residual Certificate only if
      it
      shall have received the Transfer Affidavit and Agreement and all of such other
      documents as shall have been reasonably required by the Trust Administrator
      as a
      condition to such registration.  In addition, no Transfer of a
      Residual Certificate shall be made unless the Trust Administrator shall have
      received a representation letter from the Transferee of such Certificate to
      the
      effect that such Transferee is a Permitted Transferee.

     

    (iii)  (A)  If
      any purported Transferee shall become a Holder of a Residual Certificate in
      violation of the provisions of this Section 5.02(d), then the last preceding
      Permitted Transferee shall be restored, to the extent permitted by law, to
      all
      rights as Holder thereof retroactive to the date of registration of such
      Transfer of such Residual Certificate.  The Trust Administrator shall
      be under no liability to any Person for any registration of Transfer of a
      Residual Certificate that is in fact not permitted by this Section 5.02(d)
      or
      for making any payments due on such Certificate to the Holder thereof or for
      taking any other action with respect to such Holder under the provisions of
      this
      Agreement.

     

    (B)  If
      any
      purported Transferee shall become a Holder of a Residual Certificate in
      violation of the restrictions in this Section 5.02(d) and to the extent that
      the
      retroactive restoration of the rights of the Holder of such Residual Certificate
      as described in clause (iii)(A) above shall be invalid, illegal or
      unenforceable, then the Trust Administrator shall have the right, without notice
      to the Holder or any prior Holder of such Residual Certificate, to sell such
      Residual Certificate to a purchaser selected by the Trust Administrator on
      such
      terms as the Trust Administrator may choose. Such purported Transferee shall
      promptly endorse and deliver each Residual Certificate in accordance with the
      instructions of the Trust Administrator. Such purchaser may be the Trust
      Administrator itself or any Affiliate of the Trust Administrator. The proceeds
      of such sale, net of the commissions (which may include commissions payable
      to
      the Trust Administrator or its Affiliates), expenses and taxes due, if any,
      will
      be remitted by the Trust Administrator to such purported Transferee. The terms
      and conditions of any sale under this clause (iii)(B) shall be determined in
      the
      sole discretion of the Trust Administrator, and the Trust Administrator shall
      not be liable to any Person having an Ownership Interest in a Residual
      Certificate as a result of its exercise of such discretion.

     

    (iv)  The
      Trust
      Administrator shall make available to the Internal Revenue Service and those
      Persons specified by the REMIC Provisions all information necessary to compute
      any tax imposed (A) as a result of the Transfer of an Ownership Interest in
      a
      Residual Certificate to any Person who is a Disqualified Organization, including
      the information described in Treasury regulations sections 1.860D-1(b)(5) and
      1.860E-2(a)(5) with respect to the “excess inclusions” of such Residual
      Certificate and (B) as a result of any regulated investment company, real estate
      investment trust, common trust fund, partnership, trust, estate or organization
      described in Section 1381 of the Code that holds an Ownership Interest in a
      Residual Certificate having as among its record holders at any time any Person
      which is a Disqualified Organization. Reasonable compensation for providing
      such
      information may be accepted by the Trust Administrator.

     

    (v)  The
      provisions of this Section 5.02(d) set forth prior to this subsection (v) may
      be
      modified, added to or eliminated, provided that there shall have been delivered
      to the Trust Administrator at the expense of the party seeking to modify, add
      to
      or eliminate any such provision the following:

     

    (A)  written
      notification from the Rating Agencies to the effect that the modification,
      addition to or elimination of such provisions will not cause the Rating Agencies
      to downgrade its then-current ratings of any Class of Certificates;
      and

     

    (B)  an
      Opinion of Counsel, in form and substance satisfactory to the Trust
      Administrator, to the effect that such modification of, addition to or
      elimination of such provisions will not cause any Trust REMIC to cease to
      qualify as a REMIC and will not cause (x) any Trust REMIC to be subject to
      an
      entity-level tax caused by the Transfer of any Residual Certificate to a Person
      that is not a Permitted Transferee or (y) a Person other than the prospective
      transferee to be subject to a REMIC-tax caused by the Transfer of a Residual
      Certificate to a Person that is not a Permitted Transferee.

     

    (g)  Subject
      to the preceding subsections, upon surrender for registration of transfer of
      any
      Certificate at any office or agency of the Trust Administrator maintained for
      such purpose pursuant to Section 8.12, the Trust Administrator shall execute,
      authenticate and deliver, in the name of the designated Transferee or
      Transferees, one or more new Certificates of the same Class of a like aggregate
      Percentage Interest.

     

    (h)  At
      the
      option of the Holder thereof, any Certificate may be exchanged for other
      Certificates of the same Class with authorized denominations and a like
      aggregate Percentage Interest, upon surrender of such Certificate to be
      exchanged at any office or agency of the Trust Administrator maintained for
      such
      purpose pursuant to Section 8.12. Whenever any Certificates are so surrendered
      for exchange, upon notice from the Trust Administrator, the Trust Administrator
      shall execute, authenticate and deliver, the Certificates which the
      Certificateholder making the exchange is entitled to receive. Every Certificate
      presented or surrendered for transfer or exchange shall (if so required by
      the
      Trust Administrator) be duly endorsed by, or be accompanied by a written
      instrument of transfer in the form satisfactory to the Trust Administrator
      duly
      executed by, the Holder thereof or his attorney duly authorized in
      writing.  In addition, (i) with respect to each Class R Certificate,
      the Holder thereof may exchange, in the manner described above, such Class
      R
      Certificate for four separate Certificates, each representing such Holder’s
      respective Percentage Interest in the Class R-I Interest, the Class R-II
      Interest, the Class R-III Interest and the Class R-IV Interest that was
      evidenced by the Class R Certificate being exchanged and (ii) with respect
      to
      each Class R-X Certificate, the Holder thereof may exchange, in the manner
      described above, such Class R-X Certificate for three separate Certificates,
      each representing such Holder’s respective Percentage Interest in the Class R-V
      Interest, the Class R-VI Interest and the Class R-VII Interest, respectively,
      in
      each case that was evidenced by the Class R-X Certificate being
      exchanged.

     

    (i)  No
      service charge to the Certificateholders shall be made for any transfer or
      exchange of Certificates, but the Trust Administrator may require payment of
      a
      sum sufficient to cover any tax or governmental charge that may be imposed
      in
      connection with any transfer or exchange of Certificates.

     

    (j)  All
      Certificates surrendered for transfer and exchange shall be canceled and
      destroyed by the Trust Administrator in accordance with its customary
      procedures.

     

    
      	
              SECTION
                5.03                      

            	
              Mutilated,
                Destroyed, Lost or Stolen
                Certificates.

            


    

     

    If
      (i)
      any mutilated Certificate is surrendered to the Trust Administrator, or the
      Trust Administrator receive evidence to its satisfaction of the destruction,
      loss or theft of any Certificate, and (ii) there is delivered to the Trustee
      and
      the Trust Administrator such security or indemnity as may be required by them
      to
      save each of them harmless, then, in the absence of actual knowledge by the
      Trust Administrator that such Certificate has been acquired by a bona fide
      purchaser, the Trust Administrator shall execute, authenticate and deliver,
      in
      exchange for or in lieu of any such mutilated, destroyed, lost or stolen
      Certificate, a new Certificate of the same Class and of like denomination and
      Percentage Interest. Upon the issuance of any new Certificate under this
      Section, the Trust Administrator may require the payment of a sum sufficient
      to
      cover any tax or other governmental charge that may be imposed in relation
      thereto and any other expenses (including the fees and expenses of the Trust
      Administrator) connected therewith. Any replacement Certificate issued pursuant
      to this Section shall constitute complete and indefeasible evidence of ownership
      in the applicable REMIC created hereunder, as if originally issued, whether
      or
      not the lost, stolen or destroyed Certificate shall be found at any
      time.

     

    
      	
              SECTION
                5.04                      

            	
              Persons
                Deemed Owners.

            


    

     

    The
      Depositor, the Servicer, the Trustee, the Trust Administrator and any agent
      of
      any of them may treat the Person in whose name any Certificate is registered
      as
      the owner of such Certificate for the purpose of receiving distributions
      pursuant to Section 4.01 and for all other purposes whatsoever, and none of
      the
      Depositor, the Servicer, the Trustee, the Trust Administrator or any agent
      of
      any of them shall be affected by notice to the contrary.

     

    
      	
              SECTION
                5.05                      

            	
              Certain
                Available Information.

            


    

     

    The
      Trust
      Administrator shall maintain at its Corporate Trust Office and shall make
      available free of charge during normal business hours for review by any Holder
      of a Certificate or any Person identified to the Trust Administrator as a
      prospective transferee of a Certificate, originals or copies of the following
      items: (A) this Agreement and any amendments hereof entered into pursuant to
      Section 11.01, (B) all monthly statements required to be delivered to
      Certificateholders of the relevant Class pursuant to Section 4.02 since the
      Closing Date, and all other notices, reports, statements and written
      communications delivered to the Certificateholders of the relevant Class
      pursuant to this Agreement since the Closing Date, (C) all certifications
      delivered by a Responsible Officer of the Trust Administrator since the Closing
      Date pursuant to Section 10.01(h), (D) any and all Officers’ Certificates
      delivered to the Trust Administrator by the Servicer since the Closing Date
      to
      evidence such Servicer’s determination that any P&I Advance or Servicing
      Advance was, or if made, would be a Nonrecoverable Advance and (E) any and
      all
      Officers’ Certificates delivered to the Trust Administrator by the Servicer
      since the Closing Date pursuant to Section 4.04(a). Copies and mailing of any
      and all of the foregoing items will be available from the Trust Administrator
      upon request at the expense of the person requesting the same.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    ARTICLE
      VI


     

    THE
      DEPOSITOR AND THE SERVICER

     

    
      	
              SECTION
                6.01                      

            	
              Liability
                of the Depositor and the Servicer.

            


    

     

    The
      Servicer shall be liable in accordance herewith only to the extent of the
      obligations specifically imposed by this Agreement and undertaken hereunder
      by
      the Servicer herein.  The Depositor shall be liable in accordance
      herewith only to the extent of the obligations specifically imposed by this
      Agreement and undertaken hereunder by the Depositor herein.

     

    
      	
              SECTION
                6.02                      

            	
              Merger
                or Consolidation of the Depositor or the
                Servicer.

            


    

     

    Subject
      to the following paragraph, the Depositor will keep in full effect its
      existence, rights and franchises as a corporation under the laws of the
      jurisdiction of its incorporation. Subject to the following paragraph, the
      Servicer will keep in full effect its existence, rights and franchises as a
      corporation under the laws of the jurisdiction of its incorporation and its
      qualification as an approved conventional seller/servicer for Fannie Mae or
      Freddie Mac in good standing. The Depositor and the Servicer each will obtain
      and preserve its qualification to do business as a foreign corporation in each
      jurisdiction in which such qualification is or shall be necessary to protect
      the
      validity and enforceability of this Agreement, the Certificates or any of the
      Mortgage Loans and to perform its respective duties under this
      Agreement.

     

    The
      Depositor or the Servicer may be merged or consolidated with or into any Person,
      or transfer all or substantially all of its assets to any Person, in which
      case
      any Person resulting from any merger or consolidation to which the Depositor
      or
      the Servicer shall be a party, or any Person succeeding to the business of
      the
      Depositor or the Servicer, shall be the successor of the Depositor or the
      Servicer, as the case may be, hereunder, without the execution or filing of
      any
      paper or any further act on the part of any of the parties hereto, anything
      herein to the contrary notwithstanding; provided, however, that the successor
      or
      surviving Person to the Servicer shall be qualified to service mortgage loans
      on
      behalf of Fannie Mae or Freddie Mac; and provided further that the Rating
      Agencies’ ratings of the Floating Rate Certificates in effect immediately prior
      to such merger or consolidation will not be qualified, reduced or withdrawn
      as a
      result thereof (as evidenced by a letter to such effect from the Rating
      Agencies).

     

    
      	
              SECTION
                6.03                      

            	
              Limitation
                on Liability of the Depositor, the Servicer and
                Others.

            


    

     

    None
      of
      the Depositor, the Servicer (and any Sub-Servicer), the Credit Risk Manager
      or
      any of the directors, officers, employees or agents of the Depositor, the
      Servicer (and any Sub-Servicer) or the Credit Risk Manager shall be under any
      liability to the Trust Fund or the Certificateholders for any action taken
      or
      for refraining from the taking of any action in good faith pursuant to this
      Agreement or the related Sub-Servicing Agreement, as applicable, or for errors
      in judgment; provided, however, that this provision shall not protect the
      Depositor, the Servicer (and any Sub-Servicer), the Credit Risk Manager or
      any
      such person against any breach of warranties, representations or covenants
      made
      herein, or against any specific liability imposed on the Servicer (and any
      Sub-Servicer) pursuant hereto or the related Sub-Servicing Agreement, as
      applicable, or against any liability which would otherwise be imposed by reason
      of willful misfeasance, bad faith or negligence in the performance of duties
      or
      by reason of reckless disregard of obligations and duties hereunder or the
      related Sub-Servicing Agreement, as applicable. The Depositor, the Servicer
      (and
      any Sub-Servicer), the Credit Risk Manager and any director, officer, employee
      or agent of the Depositor, the Servicer or the Credit Risk Manager may rely
      in
      good faith on any document of any kind which, prima facie, is properly
      executed and submitted by any Person respecting any matters arising hereunder
      or
      the related Sub-Servicing Agreement, as applicable. The Depositor, the Servicer
      (and any Sub-Servicer), the Credit Risk Manager and any director, officer,
      employee or agent of the Depositor, the Servicer (and any Sub-Servicer) or
      the
      Credit Risk Manager shall be indemnified and held harmless by the Trust Fund
      against (i) any loss, liability or expense incurred in connection with any
      legal
      action relating to this Agreement or the Certificates (except as any such loss,
      liability or expense shall be otherwise reimbursable pursuant to this Agreement)
      or any loss, liability or expense incurred by reason of willful misfeasance,
      bad
      faith or negligence in the performance of duties hereunder or the related
      Sub-Servicing Agreement, as applicable, or by reason of reckless disregard
      of
      obligations and duties hereunder or the related Sub-Servicing Agreement, as
      applicable, and (ii) any breach of a representation or warranty regarding the
      Mortgage Loans. None of the Depositor, the Servicer (and any Sub-Servicer)
      or
      the Credit Risk Manager shall be under any obligation to appear in, prosecute
      or
      defend any legal action unless such action is related to its respective duties
      under this Agreement or the related Sub-Servicing Agreement, as applicable,
      and,
      in its opinion, does not involve it in any expense or liability; provided,
      however, that each of the Depositor, the Servicer (and any Sub-Servicer) and
      the
      Credit Risk Manager may in its discretion undertake any such action which it
      may
      deem necessary or desirable with respect to this Agreement or the related
      Sub-Servicing Agreement, as applicable, and the rights and duties of the parties
      hereto or to the related Sub-Servicing Agreement, as applicable, and the
      interests of the Certificateholders hereunder. In such event, unless the
      Depositor, the Servicer (and any Sub-Servicer) or the Credit Risk Manager acts
      without the consent of Holders of Certificates entitled to at least 51% of
      the
      Voting Rights (which consent shall not be necessary in the case of litigation
      or
      other legal action by either to enforce their respective rights or defend
      themselves hereunder or the related Sub-Servicing Agreement, as applicable),
      the
      legal expenses and costs of such action and any liability resulting therefrom
      (except any loss, liability or expense incurred by reason of willful
      misfeasance, bad faith or negligence in the performance of duties hereunder
      or
      by reason of reckless disregard of obligations and duties hereunder or the
      related Sub-Servicing Agreement, as applicable) shall be expenses, costs and
      liabilities of the Trust Fund, and the Depositor (subject to the limitations
      set
      forth above), the Servicer (and any Sub-Servicer) and the Credit Risk Manager
      shall be entitled to be reimbursed therefor from the Collection Account as
      and
      to the extent provided in Section 3.11 or from the corresponding custodial
      account established under the related Sub-Servicing Agreement, any such right
      of
      reimbursement being prior to the rights of the Certificateholders to receive
      any
      amount in the Collection Account.

     

    
      	
              SECTION
                6.04                      

            	
              Limitation
                on Resignation of the Servicer.

            


    

     

    The
      Servicer shall not resign from the obligations and duties hereby imposed on
      it
      except (i) upon determination that its duties hereunder are no longer
      permissible under applicable law or (ii) with the written consent of the Trustee
      and the Trust Administrator, which consent may not be unreasonably withheld,
      with written or electronic confirmation from the Rating Agencies (which
      confirmation shall be furnished to the Depositor, the Trustee and the Trust
      Administrator) that such resignation will not cause the Rating Agencies to
      reduce the then current rating of the Class A Certificates and provided that
      a
      qualified successor has agreed to assume the duties and obligations of the
      Servicer hereunder. Any such determination pursuant to clause (i) of the
      preceding sentence permitting the resignation of the Servicer shall be evidenced
      by an Opinion of Counsel to such effect obtained at the expense of the Servicer
      and delivered to the Trustee and the Trust Administrator. No resignation of
      the
      Servicer shall become effective until the Trust Administrator or the Trustee,
      as
      applicable, in accordance with Section 7.02 hereof, or a successor servicer
      shall have assumed the Servicer’s responsibilities, duties, liabilities (other
      than those liabilities arising prior to the appointment of such successor)
      and
      obligations under this Agreement.

     

    Except
      as
      expressly provided herein, the Servicer shall not assign or transfer any of
      its
      rights, benefits or privileges hereunder to any other Person, nor delegate
      to or
      subcontract with, nor authorize or appoint any other Person to perform any
      of
      the duties, covenants or obligations to be performed by the Servicer hereunder.
      If, pursuant to any provision hereof, the duties of the Servicer are transferred
      to a successor servicer, the entire amount of the Servicing Fee and other
      compensation payable to the Servicer pursuant hereto shall thereafter be payable
      to such successor servicer.

     

    
      	
              SECTION
                6.05                      

            	
              Rights
                of the Depositor in Respect of the
                Servicer.

            


    

     

    The
      Servicer shall afford (and any Sub-Servicing Agreement shall provide that each
      Sub-Servicer shall afford) the Depositor, the Trustee and the Trust
      Administrator, upon reasonable notice, during normal business hours, access
      to
      all records maintained by the Servicer (and any such Sub-Servicer) in respect
      of
      the Servicer’s rights and obligations hereunder and access to officers of the
      Servicer (and those of any such Sub-Servicer) responsible for such obligations.
      Upon request, the Servicer shall furnish to the Depositor, the Trustee and
      the
      Trust Administrator its (and any such Sub-Servicer’s) most recent financial
      statements of the parent company of the Servicer and such other information
      relating to the Servicer’s capacity to perform its obligations under this
      Agreement that it possesses.  To the extent such information is not
      otherwise available to the public, the Depositor, the Trustee and the Trust
      Administrator shall not disseminate any information obtained pursuant to the
      preceding two sentences without the Servicer’s written consent, except as
      required pursuant to this Agreement or to the extent that it is appropriate
      to
      do so (i) in working with legal counsel, auditors, taxing authorities or other
      governmental agencies, rating agencies or reinsurers or (ii) pursuant to any
      law, rule, regulation, order, judgment, writ, injunction or decree of any court
      or governmental authority having jurisdiction over the Depositor, the Trustee,
      the Trust Administrator or the Trust Fund, and in either case, the Depositor,
      the Trustee or the Trust Administrator, as the case may be, shall use its best
      efforts to assure the confidentiality of any such disseminated non-public
      information. The Depositor may, but is not obligated to, enforce the obligations
      of the Servicer under this Agreement and may, but is not obligated to, perform,
      or cause a designee to perform, any defaulted obligation of the Servicer under
      this Agreement or exercise the rights of any of the Servicer under this
      Agreement; provided that the Servicer shall not be relieved of any of its
      obligations under this Agreement by virtue of such performance by the Depositor
      or its designee. The Depositor shall not have any responsibility or liability
      for any action or failure to act by the Servicer and is not obligated to
      supervise the performance of the Servicer under this Agreement or
      otherwise.

     

    
      	
              SECTION
                6.06                      

            	
              Duties
                of the Credit Risk Manager.

            


    

     

    For
      the
      Sponsor, on behalf of the Trust, the Credit Risk Manager will provide reports
      and recommendations concerning certain delinquent and defaulted Mortgage Loans,
      and as to the collection of any Prepayment Charges with respect to the Mortgage
      Loans.  Such reports and recommendations will be based upon
      information provided to the Credit Risk Manager pursuant to the respective
      Credit Risk Management Agreement, and the Credit Risk Manager shall look solely
      to the Servicer for all information and data (including loss and delinquency
      information and data) relating to the servicing of the related Mortgage
      Loans.  Upon any termination of the Credit Risk Manager or the
      appointment of a successor Credit Risk Manager, the Depositor shall give written
      notice thereof to the Servicer, the Trustee, the Trust Administrator and each
      Rating Agency.  Notwithstanding the foregoing, the termination of the
      Credit Risk Manager pursuant to this Section shall not become effective until
      the appointment of a successor Credit Risk Manager.

     

    
      	
              SECTION
                6.07                      

            	
              Limitation
                Upon Liability of the Credit Risk
                Manager.

            


    

     

    Neither
      the Credit Risk Manager, nor any of its directors, officers, employees, or
      agents shall be under any liability to the Trustee, the Certificateholders,
      the
      Trust Administrator or the Depositor for any action taken or for refraining
      from
      the taking of any action made in good faith pursuant to this Agreement, in
      reliance upon information provided by the Servicer under the related Credit
      Risk
      Management Agreement, or for errors in judgment; provided, however, that this
      provision shall not protect the Credit Risk Manager or any such person against
      liability that would otherwise be imposed by reason of willful malfeasance
      or
      bad faith in its performance of its duties.  The Credit Risk Manager
      and any director, officer, employee, or agent of the Credit Risk Manager may
      rely in good faith on any document of any kind prima facie properly
      executed and submitted by any Person respecting any matters arising hereunder,
      and may rely in good faith upon the accuracy of information furnished by the
      Servicer pursuant to the applicable Credit Risk Management Agreement in the
      performance of its duties thereunder and hereunder.

     

    
      	
              SECTION
                6.08                      

            	
              Removal
                of the Credit Risk Manager.

            


    

     

    The
      Credit Risk Manager may be removed as Credit Risk Manager by Certificateholders
      holding not less than 66 2/3% of the Voting Rights in the Trust Fund, in the
      exercise of its or their sole discretion.  The Certificateholders
      shall provide written notice of the Credit Risk Manager’s removal to the Trust
      Administrator.  Upon receipt of such notice, the Trust Administrator
      shall provide written notice to the Credit Risk Manager of its removal, which
      shall be effective upon receipt of such notice by the Credit Risk
      Manager.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    ARTICLE
      VII


     

    DEFAULT

     

    
      	
              SECTION
                7.01                      

            	
              Servicer
                Events of Default.

            


    

     

    With
      respect to the Servicer, individually, if any one of the following events
      (“Servicer Event of Default”) shall occur and be continuing:

     

    (i)  any
      failure by the Servicer to remit to the Trust Administrator for distribution
      to
      the Certificateholders any payment (other than a P&I Advance required to be
      made from its own funds on any Servicer Remittance Date pursuant to Section
      4.03) required to be made under the terms of the Certificates and this Agreement
      which continues unremedied for a period of two Business Days after the date
      upon
      which written notice of such failure, requiring the same to be remedied, shall
      have been given to the Servicer by the Depositor, the Trust Administrator or
      the
      Trustee (in which case notice shall be provided by telecopy), or to the
      Servicer, the Depositor, the Trust Administrator and the Trustee by the Holders
      of Certificates entitled to at least 25% of the Voting Rights; or

     

    (ii)  any
      failure on the part of the Servicer duly to observe or perform in any material
      respect any other of the covenants or agreements on the part of the Servicer
      contained in this Agreement, or the breach by the Servicer of any representation
      and warranty contained in Section 2.05 (other than representation 2.05(a)(ix)),
      which continues unremedied for a period of 30 days (or if such failure or breach
      cannot be remedied within 30 days, then such remedy shall have been commenced
      within 30 days and diligently pursued thereafter; provided, however, that in
      no
      event shall such failure or breach be allowed to exist for a period of greater
      than 60 days) after the earlier of (i) the date on which written notice of
      such
      failure, requiring the same to be remedied, shall have been given to the
      Servicer by the Depositor, the Trust Administrator or the Trustee, or to the
      Servicer, the Depositor, the Trust Administrator and the Trustee by the Holders
      of Certificates entitled to at least 25% of the Voting Rights and (ii) actual
      knowledge of such failure by a Servicing Officer; or

     

    (iii)  a
      decree
      or order of a court or agency or supervisory authority having jurisdiction
      in
      the premises in an involuntary case under any present or future federal or
      state
      bankruptcy, insolvency or similar law or the appointment of a conservator or
      receiver or liquidator in any insolvency, readjustment of debt, marshalling
      of
      assets and liabilities or similar proceeding, or for the winding-up or
      liquidation of its affairs, shall have been entered against the Servicer and
      if
      such proceeding is being contested by the Servicer in good faith such decree
      or
      order shall have remained in force undischarged or unstayed for a period of
      60
      consecutive days or results in the entry of an order for relief or any such
      adjudication or appointment; or

     

    (iv)  the
      Servicer shall consent to the appointment of a conservator or receiver or
      liquidator in any insolvency, readjustment of debt, marshalling of assets and
      liabilities or similar proceedings of or relating to the Servicer or of or
      relating to all or substantially all of its property; or

     

    (v)  the
      Servicer shall admit in writing its inability to pay its debts generally as
      they
      become due, file a petition to take advantage of any applicable insolvency
      or
      reorganization statute, make an assignment for the benefit of its creditors,
      or
      voluntarily suspend payment of its obligations; or

     

    (vi)  any
      failure of the Servicer to make any P&I Advance on any Servicer Remittance
      Date required to be made from its own funds pursuant to Section 4.03 which
      continues unremedied until 5:00 p.m. New York time on first Business Day after
      the date upon which written notice of such failure, requiring the same to be
      remedied, shall have been given to the Servicer by the Trust Administrator
      or
      the Trustee (in which case notice shall be provided by telecopy).

     

    If
      a
      Servicer Event of Default described in clauses (i) through (v) of this Section
      shall occur, then, and in each and every such case, so long as such Servicer
      Event of Default shall not have been remedied, the Depositor or the Trustee
      may,
      and at the written direction of the Holders of Certificates entitled to at
      least
      51% of Voting Rights, the Trustee shall, by notice in writing to the Servicer
      (and to the Depositor and the Trust Administrator if given by the Trustee or
      to
      the Trustee and the Trust Administrator if given by the Depositor), terminate
      all of the rights and obligations of the Servicer in its capacity as a Servicer
      under this Agreement, to the extent permitted by law, and in and to the Mortgage
      Loans and the proceeds thereof. If a Servicer Event of Default described in
      clause (vi) hereof shall occur and shall not have been remedied during the
      applicable time period set forth in clause (vi) above, the Trust Administrator
      shall, by notice in writing to the Servicer, the Interest Rate Swap Provider
      and
      the Depositor, terminate all of the rights and obligations of the Servicer
      in
      its capacity as a Servicer under this Agreement and in and to the Mortgage
      Loans
      and the proceeds thereof. On or after the receipt by the Servicer of such
      written notice, all authority and power of the Servicer under this Agreement,
      whether with respect to the Certificates (other than as a Holder of any
      Certificate) or the Mortgage Loans or otherwise, shall pass to and be vested
      in
      the Trust Administrator pursuant to and under this Section and, without
      limitation, the Trust Administrator is hereby authorized and empowered, as
      attorney-in-fact or otherwise, to execute and deliver on behalf of and at the
      expense of the Servicer, any and all documents and other instruments and to
      do
      or accomplish all other acts or things necessary or appropriate to effect the
      purposes of such notice of termination, whether to complete the transfer and
      endorsement or assignment of the Mortgage Loans and related documents, or
      otherwise. The Servicer agrees, at its sole cost and expense, promptly (and
      in
      any event no later than ten Business Days subsequent to such notice) to provide
      the Trust Administrator with all documents and records requested by it to enable
      it to assume the Servicer’s functions under this Agreement, and to cooperate
      with the Trust Administrator in effecting the termination of the Servicer’s
      responsibilities and rights under this Agreement, including, without limitation,
      the transfer within one Business Day to the Trust Administrator for
      administration by it of all cash amounts which at the time shall be or should
      have been credited by the Servicer to the Collection Account held by or on
      behalf of the Servicer, the Distribution Account or any REO Account or Servicing
      Account held by or on behalf of the Servicer or thereafter be received with
      respect to the Mortgage Loans or any REO Property serviced by the Servicer
      (provided, however, that the Servicer shall continue to be entitled to receive
      all amounts accrued or owing to it under this Agreement on or prior to the
      date
      of such termination, whether in respect of P&I Advances or otherwise, and
      shall continue to be entitled to the benefits of Section 6.03, notwithstanding
      any such termination, with respect to events occurring prior to such
      termination). For purposes of this Section 7.01, the Trustee and the Trust
      Administrator shall not be deemed to have knowledge of a Servicer Event of
      Default unless a Responsible Officer of the Trustee or the Trust Administrator,
      as the case may be, assigned to and working in the Trustee’s or the Trust
      Administrator’s Corporate Trust Office, as applicable, has actual knowledge
      thereof or unless written notice of any event which is in fact such a Servicer
      Event of Default is received by the Trustee or the Trust Administrator, as
      applicable, and such notice references the Certificates, the Trust Fund or
      this
      Agreement.

     

    
      	
              SECTION
                7.02                      

            	
              Trust
                Administrator or Trustee to Act; Appointment of
                Successor.

            


    

     

    (d)  On
      and
      after the time the Servicer receives a notice of termination, the Trust
      Administrator (and in the event the Trust Administrator fails in its obligation,
      the Trustee) shall be the successor in all respects to the Servicer in its
      capacity as Servicer under this Agreement, the Servicer shall not have the
      right
      to withdraw any funds from the Collection Account without the consent of the
      Trust Administrator or the Trustee, as applicable, and the transactions set
      forth or provided for herein and shall be subject to all the responsibilities,
      duties and liabilities relating thereto and arising thereafter placed on the
      Servicer (except for any representations or warranties of the Servicer under
      this Agreement, the responsibilities, duties and liabilities contained in
      Section 2.03(c) and its obligation to deposit amounts in respect of losses
      pursuant to Section 3.12) by the terms and provisions hereof including, without
      limitation, the Servicer’s obligations to make P&I Advances pursuant to
      Section 4.03; provided, however, that if the Trust Administrator or the Trustee,
      as applicable, is prohibited by law or regulation from obligating itself to
      make
      advances regarding delinquent mortgage loans, then the Trust Administrator
      or
      the Trustee, as applicable, shall not be obligated to make P&I Advances
      pursuant to Section 4.03; and provided further, that any failure to perform
      such
      duties or responsibilities caused by the Servicer’s failure to provide
      information required by Section 7.01 shall not be considered a default by the
      Trust Administrator or the Trustee, as applicable, as successor to the Servicer
      hereunder. As compensation therefor, the Trust Administrator or the Trustee,
      as
      applicable, shall be entitled to the Servicing Fees and all funds relating
      to
      the Mortgage Loans to which the Servicer would have been entitled if it had
      continued to act hereunder (other than amounts which were due or would become
      due to the Servicer prior to its termination or resignation). Notwithstanding
      the above, the Trust Administrator or the Trustee, as applicable, may, if it
      shall be unwilling to so act, or shall, if it is unable to so act or if it
      is
      prohibited by law from making advances regarding delinquent mortgage loans,
      or
      if the Holders of Certificates entitled to at least 51% of the Voting Rights
      so
      request in writing to the Trust Administrator or the Trustee, as applicable,
      promptly appoint or petition a court of competent jurisdiction to appoint,
      an
      established mortgage loan servicing institution acceptable to the Rating
      Agencies and having a net worth of not less than $15,000,000 as the successor
      to
      the Servicer under this Agreement in the assumption of all or any part of the
      responsibilities, duties or liabilities of the Servicer under this Agreement.
      No
      appointment of a successor Servicer under this Agreement shall be effective
      until the assumption by the successor of all of the Servicer’s responsibilities,
      duties and liabilities hereunder. In connection with such appointment and
      assumption described herein, the Trust Administrator or the Trustee, as
      applicable, may make such arrangements for the compensation of such successor
      out of payments on Mortgage Loans as it and such successor shall agree;
      provided, however, that no such compensation shall be in excess of that
      permitted the Servicer as such hereunder. The Depositor, the Trust
      Administrator, the Trustee and such successor shall take such action, consistent
      with this Agreement, as shall be necessary to effectuate any such succession.
      Pending appointment of a successor to the Servicer under this Agreement, the
      Trust Administrator or the Trustee, as applicable, shall act in such capacity
      as
      hereinabove provided.

     

    (e)  In
      connection with the termination or resignation of the Servicer hereunder, either
      (i) the successor servicer, including the Trust Administrator or the Trustee,
      as
      applicable, if the Trust Administrator or the Trustee, as applicable, is acting
      as successor Servicer, shall represent and warrant that it is a member of MERS
      in good standing and shall agree to comply in all material respects with the
      rules and procedures of MERS in connection with the servicing of the Mortgage
      Loans that are registered with MERS, in which case the predecessor Servicer
      shall cooperate with the successor Servicer in causing MERS to revise its
      records to reflect the transfer of servicing to the successor Servicer as
      necessary under MERS’ rules and regulations, or (ii) the predecessor Servicer
      shall cooperate with the successor Servicer in causing MERS to execute and
      deliver an assignment of Mortgage in recordable form to transfer the Mortgage
      from MERS to the Trust Administrator or the Trustee, as applicable, and to
      execute and deliver such other notices, documents and other instruments as
      may
      be necessary or desirable to effect a transfer of such Mortgage Loan or
      servicing of such Mortgage Loan on the MERS® System to the successor
      Servicer.  The predecessor Servicer shall file or cause to be filed
      any such assignment in the appropriate recording office.  The
      predecessor Servicer shall bear any and all fees of MERS, costs of preparing
      any
      assignments of Mortgage, and fees and costs of filing any assignments of
      Mortgage that may be required under this Section 7.02(b).

     

    
      	
              SECTION
                7.03                      

            	
              Notification
                to Certificateholders.

            


    

     

    (d)  Upon
      any
      termination of a Servicer pursuant to Section 7.01 above or any appointment
      of a
      successor to a Servicer pursuant to Section 7.02 above, the Trust Administrator
      shall give prompt written notice thereof to the Interest Rate Swap Provider
      and
      the Certificateholders at their respective addresses appearing in the
      Certificate Register.

     

    (e)  Not
      later
      than the later of 60 days after the occurrence of any event, which constitutes
      or which, with notice or lapse of time or both, would constitute a Servicer
      Event of Default or five days after a Responsible Officer of the Trust
      Administrator becomes aware of the occurrence of such an event, the Trust
      Administrator shall transmit by mail to all Holders of Certificates and the
      Interest Rate Swap Provider notice of each such occurrence, unless such default
      or Servicer Event of Default shall have been cured or waived.

     

    
      	
              SECTION
                7.04                      

            	
              Waiver
                of Servicer Events of Default.

            


    

     

    Subject
      to Section 11.09(d), the Holders representing at least 66% of the Voting Rights
      evidenced by all Classes of Certificates affected by any default or Servicer
      Event of Default hereunder may waive such default or Servicer Event of Default;
      provided, however, that a default or Servicer Event of Default under clause
      (i)
      or (vi) of Section 7.01 may be waived only by all of the Holders of the Regular
      Certificates. Upon any such waiver of a default or Servicer Event of Default,
      such default or Servicer Event of Default shall cease to exist and shall be
      deemed to have been remedied for every purpose hereunder. No such waiver shall
      extend to any subsequent or other default or Servicer Event of Default or impair
      any right consequent thereon except to the extent expressly so
      waived.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    ARTICLE
      VIII


     

    CONCERNING
      THE TRUSTEE AND THE TRUST ADMINISTRATOR

     

    
      	
              SECTION
                8.01                      

            	
              Duties
                of Trustee and Trust Administrator.

            


    

     

    Each
      of
      the Trustee and the Trust Administrator, prior to the occurrence of a Servicer
      Event of Default and after the curing of all Servicer Events of Default which
      may have occurred, undertakes to perform such duties and only such duties as
      are
      specifically set forth in this Agreement. During a Servicer Event of Default,
      each of the Trustee and the Trust Administrator shall exercise such of the
      rights and powers vested in it by this Agreement, and use the same degree of
      care and skill in their exercise as a prudent person would exercise or use
      under
      the circumstances in the conduct of such person’s own affairs. Any permissive
      right of the Trustee or the Trust Administrator enumerated in this Agreement
      shall not be construed as a duty.

     

    Each
      of
      the Trustee and the Trust Administrator, upon receipt of all resolutions,
      certificates, statements, opinions, reports, documents, orders or other
      instruments furnished to it, which are specifically required to be furnished
      pursuant to any provision of this Agreement, shall examine them to determine
      whether they conform to the requirements of this Agreement; provided, however,
      that neither the Trustee nor the Trust Administrator will be responsible for
      the
      accuracy or content of any such resolutions, certificates, statements, opinions,
      reports, documents or other instruments.  If any such instrument is
      found not to conform to the requirements of this Agreement in a material manner,
      it shall take such action as it deems appropriate to have the instrument
      corrected, and if the instrument is not corrected to its satisfaction, it will
      provide notice thereof to the Certificateholders.

     

    No
      provision of this Agreement shall be construed to relieve the Trustee or the
      Trust Administrator from liability for its own negligent action, its own
      negligent failure to act or its own misconduct; provided, however,
      that:

     

    (i)  Prior
      to
      the occurrence of a Servicer Event of Default, and after the curing of all
      such
      Servicer Events of Default which may have occurred, the duties and obligations
      of each of the Trustee and the Trust Administrator shall be determined solely
      by
      the express provisions of this Agreement, neither the Trustee nor the Trust
      Administrator shall be liable except for the performance of such duties and
      obligations as are specifically set forth in this Agreement, no implied
      covenants or obligations shall be read into this Agreement against the Trustee
      or the Trust Administrator and, in the absence of bad faith on the part of
      the
      Trustee or the Trust Administrator, as applicable, the Trustee or the Trust
      Administrator, as the case may be, may conclusively rely, as to the truth of
      the
      statements and the correctness of the opinions expressed therein, upon any
      certificates or opinions furnished to the Trustee or the Trust Administrator,
      as
      the case may be, that conform to the requirements of this
      Agreement;

     

    (ii)  Neither
      the Trustee nor the Trust Administrator shall be personally liable for any
      error
      of judgment made in good faith by a Responsible Officer or Responsible Officers
      of it unless it shall be proved that it was negligent in ascertaining the
      pertinent facts;

     

    (iii)  Neither
      the Trustee nor the Trust Administrator shall be personally liable with respect
      to any action taken, suffered or omitted to be taken by it in good faith in
      accordance with the direction of the Holders of Certificates entitled to at
      least 25% of the Voting Rights relating to the time, method and place of
      conducting any proceeding for any remedy available to the it or exercising
      any
      trust or power conferred upon it, under this Agreement; and

     

    (iv)  Neither
      the Trustee nor the Trust Administrator shall be required to take notice or
      be
      deemed to have notice or knowledge of any default unless a Responsible Officer
      of the Trustee or the Trust Administrator, as the case may be, shall have
      received written notice thereof or a Responsible Officer shall have actual
      knowledge thereof. In the absence of receipt of such notice or actual knowledge,
      the Trustee or Trust Administrator, as applicable, may conclusively assume
      there
      is no default.

     

    Neither
      the Trustee nor the Trust Administrator shall be required to expend or risk
      its
      own funds or otherwise incur financial liability in the performance of any
      of
      its duties hereunder, or in the exercise of any of its rights or powers, in
      each
      case not including expenses, disbursements and advances incurred or made by
      the
      Trustee or the Trust Administrator, as applicable, including the compensation
      and the expenses and disbursements of its agents and counsel, in the ordinary
      course of the Trustee’s or the Trust Administrator’s, as the case may be,
      performance in accordance with the provisions of this Agreement, if there is
      reasonable ground for believing that the repayment of such funds or adequate
      indemnity against such risk or liability is not reasonably assured to
      it.  With respect to the Trustee and the Trust Administrator, none of
      the provisions contained in this Agreement shall in any event require the
      Trustee or the Trust Administrator, as the case may be, to perform, or be
      responsible for the manner of performance of, any of the obligations of the
      Servicer under this Agreement, except during such time, if any, as the Trustee
      or the Trust Administrator, as applicable, shall be the successor to, and be
      vested with the rights, duties, powers and privileges of, the Servicer in
      accordance with the terms of this Agreement.

     

    
      	
              SECTION
                8.02                      

            	
              Certain
                Matters Affecting the Trustee and the Trust
                Administrator.

            


    

     

    (d)  Except
      as
      otherwise provided in Section 8.01:

     

    (i)  Each
      of
      the Trustee and the Trust Administrator and any director, officer, employee
      or
      agent of the Trustee or the Trust Administrator, as the case may be, may request
      and conclusively rely upon and shall be fully protected in acting or refraining
      from acting upon any resolution, Officers’ Certificate, certificate of auditors
      or any other certificate, statement, instrument, opinion, report, notice,
      request, consent, order, appraisal, bond or other paper or document reasonably
      believed by it to be genuine and to have been signed or presented by the proper
      party or parties;

     

    (ii)  Each
      of
      the Trustee and the Trust Administrator, as the case may be, may consult with
      counsel of its selection and any Opinion of Counsel shall be full and complete
      authorization and protection in respect of any action taken or suffered or
      omitted by it hereunder in good faith and in accordance with such Opinion of
      Counsel;

     

    (iii)  Neither
      the Trustee nor the Trust Administrator shall be under any obligation to
      exercise any of the trusts or powers vested in it by this Agreement or to
      institute, conduct or defend any litigation hereunder or in relation hereto
      at
      the request, order or direction of any of the Certificateholders, pursuant
      to
      the provisions of this Agreement, unless such Certificateholders shall have
      offered to the Trustee or the Trust Administrator, as applicable, security
      or
      indemnity satisfactory to it against the costs, expenses and liabilities which
      may be incurred therein or thereby; the right of the Trustee or the Trust
      Administrator to perform any discretionary act enumerated in this Agreement
      shall not be construed as a duty, and neither the Trustee nor the Trust
      Administrator shall be answerable for other than its negligence or willful
      misconduct in the performance of any such act; nothing contained herein shall,
      however, relieve the Trust Administrator or the Trustee of the obligation,
      upon
      the occurrence of a Servicer Event of Default (which has not been cured or
      waived), to exercise such of the rights and powers vested in it by this
      Agreement, and to use the same degree of care and skill in their exercise as
      a
      prudent person would exercise or use under the circumstances in the conduct
      of
      such person’s own affairs;

     

    (iv)  Neither
      the Trustee nor the Trust Administrator shall be personally liable for any
      action taken, suffered or omitted by it in good faith and believed by it to
      be
      authorized or within the discretion or rights or powers conferred upon it by
      this Agreement;

     

    (v)  Prior
      to
      the occurrence of a Servicer Event of Default hereunder, and after the curing
      of
      all Servicer Events of Default which may have occurred, neither the Trustee
      nor
      the Trust Administrator shall be bound to make any investigation into the facts
      or matters stated in any resolution, certificate, statement, instrument,
      opinion, report, notice, request, consent, order, approval, bond or other paper
      or document, unless requested in writing to do so by the Holders of Certificates
      entitled to at least 25% of the Voting Rights; provided, however, that if the
      payment within a reasonable time to the Trustee or the Trust Administrator,
      as
      applicable, of the costs, expenses or liabilities likely to be incurred by
      it in
      the making of such investigation is, in the opinion of the Trustee or the Trust
      Administrator, as applicable, not reasonably assured to the Trustee or the
      Trust
      Administrator, as applicable, by such Certificateholders, the Trustee or the
      Trust Administrator, as applicable, may require indemnity satisfactory to it
      against such cost, expense, or liability from such Certificateholders as a
      condition to taking any such action;

     

    (vi)  Each
      of
      the Trustee and the Trust Administrator may execute any of the trusts or powers
      hereunder or perform any duties hereunder either directly or by or through
      agents or attorneys and neither the Trustee nor the Trust Administrator shall
      be
      responsible for any misconduct or negligence on the part of any agent or
      attorney appointed with due care;

     

    (vii)  Neither
      the Trustee nor the Trust Administrator shall be personally liable for any
      loss
      resulting from the investment of funds held in the Collection Account at the
      direction of the Servicer pursuant to Section 3.12; and

     

    (viii)  Any
      request or direction of the Depositor, the Servicer or the Certificateholders
      mentioned herein shall be sufficiently evidenced in writing.

     

    (e)  All
      rights of action under this Agreement or under any of the Certificates,
      enforceable by the Trustee or the Trust Administrator, may be enforced by it
      without the possession of any of the Certificates, or the production thereof
      at
      the trial or other proceeding relating thereto, and any such suit, action or
      proceeding instituted by the Trustee or the Trust Administrator shall be brought
      in its name for the benefit of all the Holders of such Certificates, subject
      to
      the provisions of this Agreement.

     

    
      	
              SECTION
                8.03                      

            	
              Neither
                the Trustee nor Trust Administrator Liable for Certificates or Mortgage
                Loans.

            


    

     

    The
      recitals contained herein and in the Certificates (other than the signature
      of
      the Trust Administrator, on behalf of the Trustee, the authentication of the
      Trust Administrator on the Certificates, the acknowledgments of the Trustee
      and
      the Trust Administrator contained in Article II and the representations and
      warranties of the Trustee and the Trust Administrator in Section 8.12) shall
      be
      taken as the statements of the Depositor and neither the Trustee nor the Trust
      Administrator assumes any responsibility for their correctness. Neither the
      Trustee nor the Trust Administrator makes any representations or warranties
      as
      to the validity or sufficiency of this Agreement (other than as specifically
      set
      forth in Section 8.12) or of the Certificates (other than the signature of
      the
      Trust Administrator and authentication of the Trust Administrator on the
      Certificates) or of any Mortgage Loan or related document or of MERS or the
      MERS
      System.  Neither the Trustee nor the Trust Administrator shall be
      accountable for the use or application by the Depositor of any of the
      Certificates or of the proceeds of such Certificates, or for the use or
      application of any funds paid to the Depositor or the Servicer in respect of
      the
      Mortgage Loans or deposited in or withdrawn from the Collection Account by
      the
      Servicer.

     

    
      	
              SECTION
                8.04                      

            	
              Trustee
                and Trust Administrator May Own
                Certificates.

            


    

     

    Each
      of
      the Trustee and the Trust Administrator in its individual capacity or any other
      capacity may become the owner or pledgee of Certificates with the same rights
      it
      would have if it were not the Trustee or the Trust Administrator, as
      applicable.

     

    
      	
              SECTION
                8.05                      

            	
              Trustee’s,
                Trust Administrator’s and Custodian’s Fees and
                Expenses.

            


    

     

    (d)  The
      Trust
      Administrator shall withdraw from the Distribution Account on each Distribution
      Date and pay to itself any income and gain realized from the investment of
      funds
      deposited in the Distribution Account.  The Trustee’s fees will be
      paid by the Trust Administrator pursuant to a separate agreement between the
      Trustee and the Trust Administrator, and such compensation will not be an
      expense of the Trust.  Each of the Trustee, the Trust Administrator,
      the Custodian and any director, officer, employee or agent of any of them,
      as
      applicable, shall be indemnified by the Trust Fund and held harmless against
      any
      loss, liability or expense (not including expenses, disbursements and advances
      incurred or made by the Trustee, the Trust Administrator or the Custodian,
      as
      applicable, including the compensation and the expenses and disbursements of
      its
      agents and counsel, in the ordinary course of the Trustee’s, the Trust
      Administrator’s or the Custodian’s, as the case may be, performance in
      accordance with the provisions of this Agreement) incurred by the Trustee,
      the
      Trust Administrator or the Custodian, as applicable, in connection with any
      claim or legal action or any pending or threatened claim or legal action arising
      out of or in connection with the acceptance or administration of its obligations
      and duties under this Agreement (or, in the case of the Custodian, under the
      Custodial Agreement), other than any loss, liability or expense (i) resulting
      from any breach of the Servicer’s obligations in connection with this Agreement
      for which the Servicer shall indemnify the Trustee and the Trust Administrator
      pursuant to Section 8.05(b) and Section 10.03 (and in the case of the Trustee,
      resulting from any breach of the Trust Administrator’s obligations in connection
      with this Agreement for which the Trust Administrator shall indemnify the
      Trustee pursuant to Section 10.03(a) and in the case of the Trust Administrator,
      resulting from any breach of the Trustee’s obligations in connection with this
      Agreement for which the Trustee shall indemnify the Trust Administrator pursuant
      to Section 10.03(c)), (ii) that constitutes a specific liability of the Trustee
      or the Trust Administrator, as applicable, pursuant to Section 10.01(g) or
      (iii)
      any loss, liability or expense incurred by reason of willful misfeasance, bad
      faith or negligence in the performance of duties hereunder or by reason of
      reckless disregard of obligations and duties hereunder (or, in the case of
      the
      Custodian, under the Custodial Agreement) or as a result of a breach of the
      Trustee’s or the Trust Administrator’s obligations under Article X hereof (or,
      in the case of the Custodian, as a result of a breach of the Custodian’s
      obligations under the Custodial Agreement).  Any amounts payable to
      the Trustee, the Trust Administrator, the Custodian, or any director, officer,
      employee or agent of any of them in respect of the indemnification provided
      by
      this paragraph (a), or pursuant to any other right of reimbursement from the
      Trust Fund that the Trustee, the Trust Administrator, the Custodian or any
      director, officer, employee or agent of any of them may have hereunder in its
      capacity as such, may be withdrawn by the Trust Administrator for payment to
      the
      applicable indemnified Person from the Distribution Account at any
      time.

     

    (e)  The
      Servicer agrees to indemnify the Trustee, the Trust Administrator and the
      Custodian from, and hold each harmless against, any loss, liability or expense
      resulting from a breach of the Servicer’s obligations and duties under this
      Agreement. Such indemnity shall survive the termination or discharge of this
      Agreement and the resignation or removal of the Trustee, the Trust Administrator
      or the Custodian, as the case may be. Any payment hereunder made by the Servicer
      to the Trustee, the Trust Administrator or the Custodian shall be from the
      Servicer’s own funds, without reimbursement from the Trust Fund
      therefor.

     

    
      	
              SECTION
                8.06                      

            	
              Eligibility
                Requirements for Trustee and Trust
                Administrator.

            


    

     

    Each
      of
      the Trustee and the Trust Administrator hereunder shall at all times be a
      corporation or an association organized and doing business under the laws of
      any
      state or the United States of America, authorized under such laws to exercise
      corporate trust powers, having a combined capital and surplus of at least
      $50,000,000 and subject to supervision or examination by federal or state
      authority. In case at any time the Trustee or the Trust Administrator shall
      cease to be eligible in accordance with the provisions of this Section, the
      Trustee or the Trust Administrator, as the case may be, shall resign immediately
      in the manner and with the effect specified in Section 8.07.

     

    
      	
              SECTION
                8.07                      

            	
              Resignation
                and Removal of the Trustee and the Trust
                Administrator.

            


    

     

    Either
      of
      the Trustee or the Trust Administrator may at any time resign and be discharged
      from the trust hereby created by giving written notice thereof to the Depositor,
      the Servicer and the Certificateholders and, if the Trustee is resigning, to
      the
      Trust Administrator, or, if the Trust Administrator is resigning, to the
      Trustee. Upon receiving such notice of resignation, the Depositor shall promptly
      appoint a successor trustee or trust administrator (which may be the same Person
      in the event both the Trustee and the Trust Administrator resign or are removed)
      by written instrument, in duplicate, which instrument shall be delivered to
      the
      resigning Trustee or Trust Administrator and to the successor trustee or trust
      administrator, as applicable. A copy of such instrument shall be delivered
      to
      the Certificateholders, the Interest Rate Swap Provider, the Trustee or Trust
      Administrator, as applicable, and the Servicer by the Depositor. If no successor
      trustee or trust administrator shall have been so appointed and have accepted
      appointment within 30 days after the giving of such notice of resignation,
      the
      resigning Trustee or Trust Administrator, as applicable, may petition any court
      of competent jurisdiction for the appointment of a successor trustee or trust
      administrator, as applicable.

     

    If
      at any
      time the Trustee or the Trust Administrator shall cease to be eligible in
      accordance with the provisions of Section 8.06 and shall fail to resign after
      written request therefor by the Depositor (or in the case of the Trust
      Administrator, the Trustee), or if at any time the Trustee or the Trust
      Administrator shall become incapable of acting, or shall be adjudged bankrupt
      or
      insolvent, or a receiver of the Trustee or the Trust Administrator or of its
      property shall be appointed, or any public officer shall take charge or control
      of the Trustee or the Trust Administrator or of its property or affairs for
      the
      purpose of rehabilitation, conservation or liquidation, then the Depositor
      (or
      in the case of the Trust Administrator, the Trustee) may remove the Trustee
      or
      the Trust Administrator, as applicable, and appoint a successor trustee or
      trust
      administrator (which may be the same Person in the event both the Trustee and
      the Trust Administrator resign or are removed) by written instrument, in
      duplicate, which instrument shall be delivered to the Trustee or Trust
      Administrator so removed and to the successor trustee or trust administrator.
      A
      copy of such instrument shall be delivered to the Certificateholders, the
      Interest Rate Swap Provider, the Trustee or the Trust Administrator, as
      applicable, and the Servicer by the Depositor.

     

    The
      Holders of Certificates entitled to at least 51% of the Voting Rights may at
      any
      time remove the Trustee or the Trust Administrator and appoint a successor
      trustee or trust administrator by written instrument or instruments, in
      triplicate, signed by such Holders or their attorneys-in-fact duly authorized,
      one complete set of which instruments shall be delivered to the Depositor,
      one
      complete set to the Trustee or the Trust Administrator, as the case may be,
      so
      removed and one complete set to the successor so appointed. A copy of such
      instrument shall be delivered to the Certificateholders and the Servicer by
      the
      Depositor.

     

    If
      no
      successor Trust Administrator shall have been appointed and shall have accepted
      appointment within 60 days after the Trust Administrator ceases to be the Trust
      Administrator pursuant to this Section 8.07, then the Trustee shall perform
      the
      duties of the Trust Administrator pursuant to this Agreement. The Trustee shall
      notify the Rating Agencies of any change of Trust Administrator.

     

    Any
      resignation or removal of the Trustee or the Trust Administrator and appointment
      of a successor trustee or trust administrator, as the case may be, pursuant
      to
      any of the provisions of this Section shall not become effective until
      acceptance of appointment by the successor trustee or trust administrator as
      provided in Section 8.08. Notwithstanding the foregoing, in the event the Trust
      Administrator advises the Trustee that it is unable to continue to perform
      its
      obligations pursuant to the terms of this Agreement prior to the appointment
      of
      a successor, the Trustee shall be obligated to perform such obligations until
      a
      new trust administrator is appointed. Such performance shall be without
      prejudice to any claim by a party hereto or beneficiary hereof resulting from
      the Trust Administrator’s breach of its obligations hereunder.  As
      compensation therefor, the Trustee shall be entitled to all fees the Trust
      Administrator would have been entitled to if it had continued to act
      hereunder.

     

    Any
      Person appointed as successor trust administrator pursuant to this Section
      8.07
      shall also be required to serve as successor supplemental interest trust trustee
      and successor Swap Custodian   under the Interest Rate Swap
      Agreement.

     

    
      	
              SECTION
                8.08                      

            	
              Successor
                Trustee or Trust Administrator.

            


    

     

    Any
      successor trustee or trust administrator appointed as provided in Section 8.07
      shall execute, acknowledge and deliver to the Depositor, the Trustee or the
      Trust Administrator, as applicable, and to its predecessor trustee or trust
      administrator an instrument accepting such appointment hereunder, and thereupon
      the resignation or removal of the predecessor trustee or trust administrator
      shall become effective and such successor trustee or trust administrator,
      without any further act, deed or conveyance, shall become fully vested with
      all
      the rights, powers, duties and obligations of its predecessor hereunder, with
      the like effect as if originally named as trustee or trust administrator herein.
      The predecessor trustee or trust administrator shall deliver to the successor
      trustee or trust administrator all Mortgage Files and related documents and
      statements, as well as all moneys, held by it hereunder and the Depositor and
      the predecessor trustee or trust administrator shall execute and deliver such
      instruments and do such other things as may reasonably be required for more
      fully and certainly vesting and confirming in the successor trustee or trust
      administrator all such rights, powers, duties and obligations.

     

    No
      successor trustee or trust administrator shall accept appointment as provided
      in
      this Section unless at the time of such acceptance such successor trustee or
      trust administrator shall be eligible under the provisions of Section 8.06
      and
      the appointment of such successor trustee or trust administrator shall not
      result in a downgrading of any Class of Certificates by the Rating Agencies,
      as
      evidenced by a letter from the Rating Agencies.

     

    Upon
      acceptance of appointment by a successor trustee or trust administrator as
      provided in this Section, the Depositor shall mail notice of the succession
      of
      such trustee or trust administrator hereunder to all Holders of Certificates
      and
      the Interest Rate Swap Provider at their addresses as shown in the Certificate
      Register. If the Depositor fails to mail such notice within 10 days after
      acceptance of appointment by the successor trustee or trust administrator,
      the
      successor trustee or trust administrator shall cause such notice to be mailed
      at
      the expense of the Depositor.

     

    Any
      Person appointed as successor trust administrator pursuant to Section 8.08
      shall
      also be required to serve as successor Supplemental Interest Trust Trustee
      under
      the Interest Rate Swap Agreement.

     

    
      	
              SECTION
                8.09                      

            	
              Merger
                or Consolidation of Trustee or Trust
                Administrator.

            


    

     

    Any
      corporation or association into which either the Trustee or the Trust
      Administrator may be merged or converted or with which it may be consolidated
      or
      any corporation or association resulting from any merger, conversion or
      consolidation to which the Trustee or the Trust Administrator, as the case
      may
      be, shall be a party, or any corporation or association succeeding to the
      business of the Trustee or the Trust Administrator, as applicable, shall be
      the
      successor of the Trustee or the Trust Administrator, as the case may be,
      hereunder, provided such corporation or association shall be eligible under
      the
      provisions of Section 8.06, without the execution or filing of any paper or
      any
      further act on the part of any of the parties hereto, anything herein to the
      contrary notwithstanding.

     

    
      	
              SECTION
                8.10                      

            	
              Appointment
                of Co-Trustee or Separate Trustee.

            


    

     

    Notwithstanding
      any other provisions hereof, at any time, for the purpose of meeting any legal
      requirements of any jurisdiction in which any part of REMIC I or property
      securing the same may at the time be located, the Servicer and the Trustee
      acting jointly shall have the power and shall execute and deliver all
      instruments to appoint one or more Persons approved by the Trustee to act as
      co-trustee or co-trustees, jointly with the Trustee, or separate trustee or
      separate trustees, of all or any part of REMIC I, and to vest in such Person
      or
      Persons, in such capacity, such title to REMIC I, or any part thereof, and,
      subject to the other provisions of this Section 8.10, such powers, duties,
      obligations, rights and trusts as the Servicer and the Trustee may consider
      necessary or desirable. If the Servicer shall not have joined in such
      appointment within 15 days after the receipt by it of a request to do so, or
      in
      case a Servicer Event of Default shall have occurred and be continuing, the
      Trustee alone shall have the power to make such appointment. No co-trustee
      or
      separate trustee hereunder shall be required to meet the terms of eligibility
      as
      a successor trustee under Section 8.06 hereunder and no notice to Holders of
      Certificates of the appointment of co-trustee(s) or separate trustee(s) shall
      be
      required under Section 8.08 hereof.

     

    In
      the
      case of any appointment of a co-trustee or separate trustee pursuant to this
      Section 8.10 all rights, powers, duties and obligations conferred or imposed
      upon the Trustee shall be conferred or imposed upon and exercised or performed
      by the Trustee and such separate trustee or co-trustee jointly, except to the
      extent that under any law of any jurisdiction in which any particular act or
      acts are to be performed by the Trustee (whether as Trustee hereunder or as
      successor to the Servicer hereunder), the Trustee shall be incompetent or
      unqualified to perform such act or acts, in which event such rights, powers,
      duties and obligations (including the holding of title to REMIC I or any portion
      thereof in any such jurisdiction) shall be exercised and performed by such
      separate trustee or co-trustee at the direction of the Trustee.

     

    Any
      notice, request or other writing given to the Trustee shall be deemed to have
      been given to each of the then separate trustees and co-trustees, as effectively
      as if given to each of them. Every instrument appointing any separate trustee
      or
      co-trustee shall refer to this Agreement and the conditions of this Article
      VIII. Each separate trustee and co-trustee, upon its acceptance of the trust
      conferred, shall be vested with the estates or property specified in its
      instrument of appointment, either jointly with the Trustee or separately, as
      may
      be provided therein, subject to all the provisions of this Agreement,
      specifically including every provision of this Agreement relating to the conduct
      of, affecting the liability of, or affording protection to, the Trustee. Every
      such instrument shall be filed with the Trustee.

     

    Any
      separate trustee or co-trustee may, at any time, constitute the Trustee, its
      agent or attorney-in-fact, with full power and authority, to the extent not
      prohibited by law, to do any lawful act under or in respect of this Agreement
      on
      its behalf and in its name. If any separate trustee or co-trustee shall die,
      become incapable of acting, resign or be removed, all of its estates,
      properties, rights, remedies and trusts shall vest in and be exercised by the
      Trustee, to the extent permitted by law, without the appointment of a new or
      successor trustee.

     

    
      	
              SECTION
                8.11                      

            	
              [Reserved].

            


    

     

    
      	
              SECTION
                8.12                      

            	
              Appointment
                of Office or Agency.

            


    

     

    The
      Trust
      Administrator will appoint an office or agency in the City of New York where
      the
      Certificates may be surrendered for registration of transfer or exchange, and
      presented for final distribution, and where notices and demands to or upon
      the
      Trust Administrator in respect of the Certificates and this Agreement may be
      served.

     

    
      	
              SECTION
                8.13                      

            	
              Representations
                and Warranties.

            


    

     

    Each
      of
      the Trustee and the Trust Administrator hereby represents and warrants to the
      Servicer, the Depositor and the Trustee and the Trust Administrator, as
      applicable, as of the Closing Date, that:

     

    (i)  It
      is a
      national banking association duly organized, validly existing and in good
      standing under the laws of the United States of America.

     

    (ii)  The
      execution and delivery of this Agreement by it, and the performance and
      compliance with the terms of this Agreement by it, will not violate its articles
      of association or bylaws or constitute a default (or an event which, with notice
      or lapse of time, or both, would constitute a default) under, or result in
      the
      breach of, any material agreement or other instrument to which it is a party
      or
      which is applicable to it or any of its assets.

     

    (iii)  It
      has
      the full power and authority to enter into and consummate all transactions
      contemplated by this Agreement, has duly authorized the execution, delivery
      and
      performance of this Agreement, and has duly executed and delivered this
      Agreement.

     

    (iv)  This
      Agreement, assuming due authorization, execution and delivery by the other
      parties hereto, constitutes a valid, legal and binding obligation of it,
      enforceable against it in accordance with the terms hereof, subject to (A)
      applicable bankruptcy, insolvency, receivership, reorganization, moratorium
      and
      other laws affecting the enforcement of creditors’ rights generally, and (B)
      general principles of equity, regardless of whether such enforcement is
      considered in a proceeding in equity or at law.

     

    (v)  It
      is not
      in violation of, and its execution and delivery of this Agreement and its
      performance and compliance with the terms of this Agreement will not constitute
      a violation of, any law, any order or decree of any court or arbiter, or any
      order, regulation or demand of any federal, state or local governmental or
      regulatory authority, which violation, in its good faith and reasonable
      judgment, is likely to affect materially and adversely either the ability of
      the
      it to perform its obligations under this Agreement or the financial condition
      of
      it.

     

    (vi)  No
      litigation is pending or, to the best of its knowledge, threatened against
      it
      which would prohibit it from entering into this Agreement or, in its good faith
      reasonable judgment, is likely to materially and adversely affect either the
      ability of it to perform its obligations under this Agreement or the financial
      condition of it.

     

    
      	
              SECTION
                8.14                      

            	
              [Reserved].

            


    

     

    
      	
              SECTION
                8.15                      

            	
              No
                Trustee or Trust Administrator Liability for Actions or Inactions
                of
                Custodian.

            


    

     

    Notwithstanding
      anything to the contrary herein, in no event shall the Trustee or the Trust
      Administrator be liable to any party hereto or to any third party for the
      performance of any custody-related functions with respect to which the Custodian
      shall fail to take action on behalf of the Trustee or Trust Administrator,
      as
      the case may be, or, with respect to which the performance of custody-related
      functions pursuant to the terms of the custodial agreement with the Custodian
      shall fail to satisfy all the related requirements under this
      Agreement.

     

    
      	
              SECTION
                8.16                      

            	
              Email
                Communications.

            


    

     

    Notwithstanding
      anything to the contrary herein, any and all email communications (both text
      and
      attachments) by or from the Trust Administrator that the Trust Administrator
      in
      its sole discretion deems to contain confidential, proprietary, and/or sensitive
      information shall be encrypted. The recipient (the “Email Recipient”) of the
      email communication will be required to complete a one-time registration
      process. Instructions on how to register and/or retrieve an encrypted message
      will be included in the first secure email sent by the Trust Administrator
      to
      the Email Recipient. Additional information and assistance on using the Trust
      Administrator’s encryption technology can be found at the Trust Administrator's
      website www.citigroup.com/citigroup/citizen/privacy/email.htm or by calling
      (866) 535-2504 (in the U.S.) or (904) 954-6181 at any time.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    ARTICLE
      IX


     

    TERMINATION

     

    
      	
              SECTION
                9.01                      

            	
              Termination
                Upon Repurchase or Liquidation of the Mortgage
                Loans.

            


    

     

    (d)  Subject
      to Section 9.02, the respective obligations and responsibilities under this
      Agreement of the Depositor, the Servicer, the Trustee and the Trust
      Administrator with respect to the Mortgage Loans (other than the obligations
      of
      the Servicer to the Trustee and the Trust Administrator pursuant to Section
      8.05
      and of the Servicer to provide for and the Trust Administrator to make payments
      in respect of the REMIC Regular Interests and the Classes of Certificates as
      hereinafter set forth) shall terminate upon payment to the Certificateholders
      and the deposit of all amounts held by or on behalf of the Trustee or the Trust
      Administrator and required hereunder to be so paid or deposited on the
      Distribution Date coinciding with or following the earlier to occur of (i)
      the
      purchase by the Terminator (on a servicing retained basis) of all Mortgage
      Loans
      and each related REO Property remaining in REMIC I and (ii) the final payment
      or
      other liquidation (or any advance with respect thereto) of the last Mortgage
      Loan or related REO Property remaining in REMIC I; provided, however, that
      in no
      event shall the trust created hereby continue beyond the earlier of (a) the
      expiration of 21 years from the death of the last survivor of the descendants
      of
      Joseph P. Kennedy, the late ambassador of the United States to the Court of
      St.
      James, living on the date hereof and (b) the Latest Possible Maturity Date
      (as
      defined in the Preliminary Statement).

     

    Subject
      to Section 3.10 hereof, the purchase by the Terminator of all Mortgage Loans
      and
      each REO Property remaining in REMIC I shall be at a price equal to the greater
      of (i) the Stated Principal Balance of the Mortgage Loans and the appraised
      value of any REO Properties (such appraisal to be conducted by an appraiser
      mutually agreed upon by the Servicer and the Trust Administrator) and (ii)
      the
      fair market value of the Mortgage Loans and the REO Properties (as determined
      by
      the Servicer, with the consent of the Trust Administrator as of the close of
      business on the third Business Day next preceding the date upon which notice
      of
      any such termination is furnished to the related Certificateholders pursuant
      to
      Section 9.01(c)), in each case plus accrued and unpaid interest thereon at
      the
      weighted average of the Mortgage Rates through the end of the Due Period
      preceding the final Distribution Date plus unreimbursed Servicing Advances
      allocable to such Mortgage Loans and REO Properties and any accrued and unpaid
      Net WAC Rate Carryover Amounts (the “Termination Price”); provided,
      however, such option may only be exercised if the Termination Price is
      sufficient to result in the payment of any Swap Termination Payment payable
      to
      the Interest Rate Swap Provider and all interest accrued on, as well as amounts
      necessary to retire the principal balance of, each class of notes issued
      pursuant to the Indenture.

     

    (e)  The
      Servicer shall have the right (the party exercising such right, the
“Terminator”), to purchase all of the Mortgage Loans and each REO
      Property remaining in REMIC I pursuant to clause (i) of the preceding paragraph
      no later than the Determination Date in the month immediately preceding the
      Distribution Date on which the Certificates will be retired; provided, however,
      that the Terminator may elect to purchase all of the Mortgage Loans and each
      REO
      Property remaining in REMIC I pursuant to clause (i) above only if the aggregate
      Stated Principal Balance of the Mortgage Loans and each REO Property remaining
      in the Trust Fund at the time of such election is reduced to less than 10%
      of
      the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off
      Date.  By acceptance of a Residual Certificate, the Holders of the
      Residual Certificates agree, in connection with any termination hereunder,
      to
      assign and transfer any amounts in excess of par, and to the extent received
      in
      respect of such termination, to pay any such amounts to the Holders of the
      Class
      CE Certificates.

     

    In
      connection with any termination pursuant to Section 9.01(b):

     

    (i)  At
      least
      twenty (20) days prior to the latest date on which notice of such optional
      termination is required to be mailed to the Certificateholders pursuant to
      Section 9.01(c), the Terminator shall notify in writing (which may be done
      in
      electronic format) the Interest Rate Swap Provider and the Trust Administrator
      of the final Distribution Date on which the Terminator intends to terminate
      the
      Trust Fund;

     

    (ii)  No
      later
      than 4:00 pm (New York City time) four (4) Business Days prior to the final
      Distribution Date specified in the notices required pursuant to Section 9.01(c),
      the Trust Administrator shall request in writing (in accordance with the
      applicable provision of the Interest Rate Swap Agreement) from the Swap Provider
      the amount of the Estimated Swap Termination Payment.  The Swap
      Provider shall, no later than 2:00 pm on the following Business Day, notify
      in
      writing (which may be done in electronic format) the Trust Administrator of
      the
      amount of the Estimated Swap Termination Payment; the Trust Administrator shall
      promptly on the next Business Day notify the Terminator of the amount of the
      Estimated Swap Termination Payment; and

     

    (iii)  Two
      (2)
      Business Days prior to the final Distribution Date specified in the notices
      required pursuant to Section 9.01(c), (x) the Terminator shall, no later than
      1:00 pm (New York City time) on such day, deliver to the Trust Administrator
      and
      the Trust Administrator shall deposit funds in the Distribution Account in
      an
      amount equal to the sum of the Termination Price (which shall be based on the
      Estimated Swap Termination Payment), and (y) if the Trust Administrator shall
      have determined that the all of the requirements for Optional Termination have
      been met, including without limitation the deposit required pursuant to the
      immediately preceding clause (x) as well as the requirements specified in
      Section 9.01(c), then the Trust Administrator shall, on the same Business Day,
      provide written notice to the Terminator and the Interest Rate Swap Provider
      confirming (a) its receipt of the Termination Price (which shall be based on
      the
      Estimated Swap Termination Payment), and (b) that all other requirements of
      the
      Optional Termination have been met (the “Optional Termination
      Notice”).  Upon the delivery of the Optional Termination Notice by
      the Trust Administrator pursuant to the preceding sentence, (i) the optional
      termination shall become irrevocable, (ii) the notice to Certificateholders
      of
      such optional termination provided pursuant to Section 9.01(c) shall become
      unrescindable, (iii) the Interest Rate Swap Provider shall determine the Swap
      Termination Payment in accordance with the Interest Rate Swap Agreement (which
      shall not exceed the Estimated Swap Termination Payment), and (iv) the Interest
      Rate Swap Provider shall provide to the Trust Administrator written notice
      of
      the amount of the Swap Termination Payment not later than one (1) Business
      Days
      prior to the final Distribution Date specified in the notices required pursuant
      to Section 9.01(c).

     

    (f)  Notice
      of
      the liquidation of any Certificates shall be given promptly by the Trust
      Administrator by letter to the related Certificateholders and the Interest
      Rate
      Swap Provider mailed (a) in the event such notice is given in connection with
      the purchase of the Mortgage Loans and each related REO Property remaining
      in
      REMIC I by the Terminator, not earlier than the 15th day and not later than
      the
      25th day of the month next preceding the month of the final distribution on
      the
      related Certificates or (b) otherwise during the month of such final
      distribution on or before the Determination Date in such month, in each case
      specifying (i) the Distribution Date upon which REMIC I will terminate and
      final
      payment of the Certificates and will be made upon presentation and surrender
      of
      the Certificates at the office of the Trust Administrator therein designated,
      (ii) the amount of any such final payment, (iii) that no interest shall accrue
      in respect of the Certificates from and after the Interest Accrual Period
      relating to the final Distribution Date therefor and (iv) that the Record Date
      otherwise applicable to such Distribution Date is not applicable, payments
      being
      made only upon presentation and surrender of the Certificates at the office
      of
      the Trust Administrator. In the event such notice is given in connection with
      the purchase of all of the Mortgage Loans and each REO Property remaining in
      REMIC I by the Terminator, the Terminator shall deliver to the Trust
      Administrator (as set forth in Section 9.01(d)) for deposit in the Distribution
      Account an amount in immediately available funds equal to the Termination Price.
      Upon certification to the Trust Administrator and the Trustee by a Servicing
      Officer of the making of such final deposit, the Trust Administrator shall
      promptly release or cause to be released to the related Terminator the Mortgage
      Files for the remaining Mortgage Loans and the Trustee shall execute all
      assignments, endorsements and other instruments delivered to it which are
      necessary to effectuate such transfer.

     

    (g)  Upon
      receipt of notice by the Trust Administrator of the presentation of the
      Certificates by the Certificateholders on the related final Distribution Date
      to
      the Trust Administrator, the Trust Administrator shall distribute to each
      Certificateholder so presenting and surrendering its Certificates the amount
      otherwise distributable on such Distribution Date in accordance with Section
      4.01 in respect of the Certificates so presented and surrendered. Any funds
      not
      distributed to any Holder or Holders of Certificates being retired on such
      Distribution Date because of the failure of such Holder or Holders to tender
      their Certificates shall, on such date, be set aside and held in trust by the
      Trust Administrator and credited to the account of the appropriate non-tendering
      Holder or Holders. If any Certificates as to which notice has been given
      pursuant to this Section 9.01 shall not have been surrendered for cancellation
      within six months after the time specified in such notice, the Trust
      Administrator shall mail a second notice to the remaining non-tendering
      Certificateholders to surrender their Certificates for cancellation in order
      to
      receive the final distribution with respect thereto. If within one year after
      the second notice all such Certificates shall not have been surrendered for
      cancellation, the Trust Administrator shall, directly or through an agent,
      mail
      a final notice to remaining related non-tendering Certificateholders concerning
      surrender of their Certificates. The costs and expenses of maintaining the
      funds
      in trust and of contacting such Certificateholders shall be paid out of the
      assets remaining in the trust funds. If within one year after the final notice
      any such Certificates shall not have been surrendered for cancellation, the
      Trust Administrator shall pay to Citigroup Global Markets Inc. all such amounts,
      and all rights of non-tendering Certificateholders in or to such amounts shall
      thereupon cease. No interest shall accrue or be payable to any Certificateholder
      on any amount held in trust by the Trust Administrator as a result of such
      Certificateholder’s failure to surrender its Certificate(s) for final payment
      thereof in accordance with this Section 9.01.

     

    Immediately
      following the deposit of funds in trust hereunder in respect of each of the
      Certificates the Trust Fund shall terminate.

     

    
      	
              SECTION
                9.02                      

            	
              Additional
                Termination Requirements.

            


    

     

    (d)  In
      the
      event that the Terminator purchases all the Mortgage Loans and each REO
      Property, each REMIC shall be terminated, in each case in accordance with the
      following additional requirements (or in connection with the final payment
      on or
      other liquidation of the last Mortgage Loan or REO Property remaining in REMIC
      I, the additional requirement specified in clause (i) below):

     

    (i)  The
      Trust
      Administrator shall specify the first day in the 90-day liquidation period
      in a
      statement attached to each REMIC’s final Tax Return pursuant to Treasury
      regulation Section 1.860F-1, and such termination shall satisfy all requirements
      of a qualified liquidation under Section 860F of the Code and any regulations
      thereunder, as evidenced by an Opinion of Counsel obtained at the expense of
      the
      Servicer;

     

    (ii)  During
      such 90-day liquidation period, and at or prior to the time of making of the
      final payment on the Certificates, the Trust Administrator shall sell all of
      the
      assets of REMIC I to the Terminator for cash; and

     

    (iii)  At
      the
      time of the making of the final payment on the related Certificates, the Trust
      Administrator shall distribute or credit, or cause to be distributed or
      credited, to the Holders of the Class R Certificates all cash on hand in REMIC
      I
      (other than cash retained to meet claims), and REMIC I shall terminate at that
      time.

     

    (e)  At
      the
      expense of the Terminator (or in the event of termination under Section
      9.01(a)(ii), at the expense of the Servicer), the Terminator shall prepare
      or
      cause to be prepared the documentation required in connection with the adoption
      of a plan of liquidation of REMIC I pursuant to this Section 9.02.

     

    (f)  By
      their
      acceptance of Certificates, the Holders thereof hereby agree to authorize the
      Trust Administrator to specify the 90-day liquidation period for each REMIC
      which authorization shall be binding upon all successor
      Certificateholders.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    ARTICLE
      X


     

    REMIC
      PROVISIONS

     

    
      	
              SECTION
                10.01                     
                

            	
              REMIC
                Administration.

            


    

     

    (d)  The
      Trust
      Administrator shall elect to treat each REMIC created hereunder as a REMIC
      under
      the Code and, if necessary, under applicable state law. Such election will
      be
      made by the Trust Administrator on behalf of the Trustee on Form 1066 or other
      appropriate federal tax or information return or any appropriate state return
      for the taxable year ending on the last day of the calendar year in which the
      Certificates are issued. For the purposes of the REMIC election in respect
      of
      REMIC I, the REMIC I Regular Interests shall be designated as the Regular
      Interests in REMIC I and the Class R-I Interest shall be designated as the
      Residual Interest in REMIC I.  The REMIC II Regular Interests shall be
      designated as the Regular Interests in REMIC II and the Class R-II Interest
      shall be designated as the Residual Interest in REMIC II.  The REMIC
      III Regular Interests shall be designated as the Regular Interests in REMIC
      III
      and the Class R-III Interest shall be designated as the Residual Interest in
      REMIC III.  The Floating Rate Certificates (exclusive of any right to
      receive distributions from or obligation to make payments to the Net WAC Rate
      Carryover Reserve Account in respect of the Net WAC Rate Carryover Amount or
      the
      Swap Account), the Class CE Interest, the Class IO Interest and the Class P
      Interest shall be designated as the Regular Interests in REMIC IV and the Class
      R-IV Interest shall be designated as the Residual Interest in REMIC
      IV.  The Class CE Certificates (exclusive of any right to receive
      distributions from or obligation to make payments to the Net WAC Rate Carryover
      Reserve Account in respect of the Net WAC Rate Carryover Amount or the Swap
      Account) shall be designated as the Regular Interests in REMIC V and the Class
      R-V Interest shall be designated as the Residual Interest in REMIC V. The Class
      P Certificates shall be designated as the Regular Interests in REMIC VI and
      the
      Class R-VI Interest shall be designated as the Residual Interest in REMIC
      VI.  The SWAP IO Interest shall be designated as the Regular Interests
      in REMIC VII and the Class R-VII Interest shall be designated as the Residual
      Interest in REMIC VII.  Neither the Trustee nor the Trust
      Administrator shall permit the creation of any “interests” in any Trust REMIC
      (within the meaning of Section 860G of the Code) other than the REMIC Regular
      Interests and the interests represented by the Certificates.

     

    (e)  The
      Closing Date is hereby designated as the “Startup Day” of each Trust REMIC
      created hereunder within the meaning of Section 860G(a)(9) of the
      Code.

     

    (f)  The
      Trust
      Administrator shall pay any and all expenses relating to any tax audit of the
      Trust Fund (including, but not limited to, any professional fees or any
      administrative or judicial proceedings with respect to any Trust REMIC that
      involve the Internal Revenue Service or state tax authorities), and shall be
      entitled to reimbursement from the Trust therefor to the extent permitted under
      Section 8.05. The Trust Administrator, as agent for any Trust REMIC’s tax
      matters person, shall (i) act on behalf of the Trust Fund in relation to any
      tax
      matter or controversy involving any Trust REMIC and (ii) represent the Trust
      Fund in any administrative or judicial proceeding relating to an examination
      or
      audit by any governmental taxing authority with respect thereto. The holder
      of
      the largest Percentage Interest of the Residual Certificates shall be
      designated, in the manner provided under Treasury regulations section
      1.860F-4(d) and Treasury regulations section 301.6231(a)(7)-1, as the tax
      matters person of the related REMIC created hereunder. By its acceptance
      thereof, the holder of the largest Percentage Interest of the Residual
      Certificates hereby agrees to irrevocably appoint the Trust Administrator or
      an
      Affiliate as its agent to perform all of the duties of the tax matters person
      for the Trust Fund.

     

    (g)  The
      Trust
      Administrator shall prepare and the Trustee at the direction of the Trust
      Administrator shall sign and the Trust Administrator shall file all of the
      Tax
      Returns in respect of the REMIC created hereunder. The expenses of preparing
      and
      filing such returns shall be borne by the Trust Administrator without any right
      of reimbursement therefor.  The Servicer shall provide on a timely
      basis to the Trust Administrator or its designee such information with respect
      to the assets of the Trust Fund as is in its possession and reasonably required
      by the Trust Administrator to enable it to perform its obligations under this
      Article.

     

    (h)  The
      Trust
      Administrator shall perform on behalf of any Trust REMIC all reporting and
      other
      tax compliance duties that are the responsibility of the REMIC under the Code,
      the REMIC Provisions or other compliance guidance issued by the Internal Revenue
      Service or any state or local taxing authority including the filing of Form
      8811
      with the Internal Revenue Service within 30 days following the Closing Date.
      Among its other duties, as required by the Code, the REMIC Provisions or other
      such compliance guidance, the Trust Administrator shall provide (i) to any
      Transferor of a Residual Certificate such information as is necessary for the
      application of any tax relating to the transfer of a Residual Certificate to
      any
      Person who is not a Permitted Transferee, (ii) to the Certificateholders such
      information or reports as are required by the Code or the REMIC Provisions
      including reports relating to interest, original issue discount and market
      discount or premium (using the Prepayment Assumption as required) and (iii)
      to
      the Internal Revenue Service the name, title, address and telephone number
      of
      the person who will serve as the representative of any Trust
      REMIC.  The Servicer shall provide on a timely basis to the Trust
      Administrator such information with respect to the assets of the Trust Fund,
      including, without limitation, the Mortgage Loans, as is in its possession
      and
      reasonably required by the Trust Administrator to enable it to perform its
      obligations under this subsection. In addition, the Depositor shall provide
      or
      cause to be provided to the Trust Administrator, within ten (10) days after
      the
      Closing Date, all information or data that the Trust Administrator reasonably
      determines to be relevant for tax purposes as to the valuations and issue prices
      of the Certificates, including, without limitation, the price, yield, Prepayment
      Assumption and projected cash flow of the Certificates.

     

    (i)  The
      Trustee, the Trust Administrator, the Servicer and the Holders of Certificates
      shall take such action or cause the Trust REMIC to take such action as shall
      be
      necessary to create or maintain the status thereof as a REMIC under the REMIC
      Provisions. The Trustee, the Trust Administrator and the Servicer shall not
      take
      any action or cause the Trust Fund to take any action or fail to take (or fail
      to cause to be taken) any action that, under the REMIC Provisions, if taken
      or
      not taken, as the case may be, could (i) endanger the status of each Trust
      REMIC
      as a REMIC or (ii) result in the imposition of a tax upon the Trust Fund
      (including but not limited to the tax on prohibited transactions as defined
      in
      Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set
      forth
      in Section 860G(d) of the Code) (either such event, an “Adverse REMIC Event”)
      unless the Trustee has received an Opinion of Counsel, addressed to the Trustee
      and the Trust Administrator (at the expense of the party seeking to take such
      action but in no event at the expense of the Trustee or the Trust Administrator)
      to the effect that the contemplated action will not, with respect to any Trust
      REMIC, endanger such status or result in the imposition of such a tax, nor
      shall
      the Servicer take or fail to take any action (whether or not authorized
      hereunder) as to which the Trustee or the Trust Administrator has advised it
      in
      writing that it has received an Opinion of Counsel to the effect that an Adverse
      REMIC Event could occur with respect to such action; provided that the Servicer
      may conclusively rely on such Opinion of Counsel and shall incur no liability
      for its action or failure to act in accordance with such Opinion of Counsel.
      In
      addition, prior to taking any action with respect to any Trust REMIC or the
      respective assets of each, or causing any Trust REMIC to take any action, which
      is not contemplated under the terms of this Agreement, the Servicer consult
      with
      the Trustee and the Trust Administrator or their designee, in writing, with
      respect to whether such action could cause an Adverse REMIC Event to occur
      with
      respect to any Trust REMIC and the Servicer shall not take any such action
      or
      cause any Trust REMIC to take any such action as to which the Trustee or the
      Trust Administrator has advised it in writing that an Adverse REMIC Event could
      occur; provided that the Servicer may conclusively rely on such writing and
      shall incur no liability for its action or failure to act in accordance with
      such writing. The Trust Administrator and the Trustee may consult with counsel
      to make such written advice, and the cost of same shall be borne by the party
      seeking to take the action not permitted by this Agreement, but in no event
      shall such cost be an expense of the Trustee or the Trust
      Administrator.  At all times as may be required by the Code, the
      Trustee, the Trust Administrator and the Servicer will ensure that substantially
      all of the assets of REMIC I will consist of “qualified mortgages” as defined in
      Section 860G(a)(3) of the Code and “permitted investments” as defined in Section
      860G(a)(5) of the Code, to the extent such obligations are within the Trustee’s,
      Trust Administrator’s or Servicer’s, as applicable, control and not otherwise
      inconsistent with the terms of this Agreement.

     

    (j)  In
      the
      event that any tax is imposed on “prohibited transactions” of the REMIC created
      hereunder as defined in Section 860F(a)(2) of the Code, on the “net income from
      foreclosure property” of the REMIC as defined in Section 860G(c) of the Code, on
      any contributions to the REMIC after the Startup Day therefor pursuant to
      Section 860G(d) of the Code, or any other tax is imposed by the Code or any
      applicable provisions of state or local tax laws, such tax shall be charged
      (i)
      to the Trust Administrator pursuant to Section 10.03 hereof, if such tax arises
      out of or results from a breach by the Trust Administrator of any of its
      obligations under this Article X, (ii) to the Trustee pursuant to Section 10.03
      hereof, if such tax arises out of or results from a breach by the Trustee of
      any
      of its obligations under this Article X, (iii) to the Servicer pursuant to
      Section 10.03 hereof, if such tax arises out of or results from a breach by
      the
      Servicer of any of its obligations under Article III or this Article X, or
      otherwise (iv) against amounts on deposit in the Distribution Account and shall
      be paid by withdrawal therefrom.

     

    (k)  The
      Trust
      Administrator shall prepare and forward to the Certificateholders, upon written
      request, and to the Internal Revenue Service and, if necessary, state tax
      authorities, all information returns and reports as and when required to be
      provided to them under the Code, including, but not limited to, the calculation
      of any original issue discount using the prepayment assumption (as described
      in
      the Prospectus Supplement).

     

    (l)  The
      Trust
      Administrator shall, for federal income tax purposes, maintain books and records
      with respect to any Trust REMIC on a calendar year and on an accrual
      basis.

     

    (m)  Following
      the Startup Day, the Servicer, the Trustee and the Trust Administrator shall
      not
      accept any contributions of assets to any Trust REMIC other than in connection
      with any Qualified Substitute Mortgage Loan delivered in accordance with Section
      2.03 unless it shall have received an Opinion of Counsel to the effect that
      the
      inclusion of such assets in the Trust Fund will not cause the REMIC to fail
      to
      qualify as a REMIC at any time that any Certificates are outstanding or subject
      the REMIC to any tax under the REMIC Provisions or other applicable provisions
      of federal, state and local law or ordinances.

     

    (n)  None
      of
      the Trustee, the Trust Administrator or the Servicer shall enter into any
      arrangement by which any Trust REMIC will receive a fee or other compensation
      for services nor permit either such REMIC to receive any income from assets
      other than “qualified mortgages” as defined in Section 860G(a)(3) of the Code or
“permitted investments” as defined in Section 860G(a)(5) of the
      Code.

     

    
      	
              SECTION
                10.02                     

            	
              Prohibited
                Transactions and Activities.

            


    

     

    None
      of
      the Depositor, the Servicer, the Trust Administrator or the Trustee shall sell,
      dispose of or substitute for any of the Mortgage Loans (except in connection
      with (i) the foreclosure of a Mortgage Loan, including but not limited to,
      the
      acquisition or sale of a Mortgaged Property acquired by deed in lieu of
      foreclosure, (ii) the bankruptcy of any Trust REMIC, (iii) the termination
      of
      any Trust REMIC pursuant to Article IX of this Agreement, (iv) a substitution
      pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans
      pursuant to Article II or III of this Agreement), nor acquire any assets for
      any
      Trust REMIC (other than REO Property acquired in respect of a defaulted Mortgage
      Loan), nor sell or dispose of any investments in the Collection Account or
      the
      Distribution Account for gain, nor accept any contributions to any Trust REMIC
      after the Closing Date (other than a Qualified Substitute Mortgage Loan
      delivered in accordance with Section 2.03), unless it has received an Opinion
      of
      Counsel, addressed to the Trustee and the Trust Administrator (at the expense
      of
      the party seeking to cause such sale, disposition, substitution, acquisition
      or
      contribution but in no event at the expense of the Trustee or the Trust
      Administrator) that such sale, disposition, substitution, acquisition or
      contribution will not (a) affect adversely the status of any Trust REMIC as
      a
      REMIC or (b) cause any Trust REMIC to be subject to a tax on “prohibited
      transactions” or “contributions” pursuant to the REMIC Provisions.

     

    
      	
              SECTION
                10.03                      

            	
              Servicer,
                Trustee and Trust Administrator
                Indemnification.

            


    

     

    (d)  The
      Trust
      Administrator agrees to indemnify the Trust Fund, the Depositor, the Servicer
      and the Trustee for any taxes and costs including, without limitation, any
      reasonable attorneys fees imposed on or incurred by the Trust Fund, the
      Depositor, the Servicer or the Trustee as a result of a breach of the Trust
      Administrator’s covenants set forth in this Article X.

     

    (e)  The
      Servicer agrees to indemnify the Trust Fund, the Depositor, the Trust
      Administrator and the Trustee for any taxes and costs including, without
      limitation, any reasonable attorneys’ fees imposed on or incurred by the Trust
      Fund, the Depositor, the Trust Administrator or the Trustee, as a result of
      a
      breach of the Servicer’s covenants set forth in Article III or this Article
      X.

     

    (f)  The
      Trustee agrees to indemnify the Trust Fund, the Depositor, the Trust
      Administrator and the Servicer for any taxes and costs including, without
      limitation, any reasonable attorneys’ fees imposed on or incurred by the Trust
      Fund, the Depositor, the Trust Administrator or the Servicer, as a result of
      a
      breach of the Trustee’s covenants set forth in this Article X.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    ARTICLE
      XI


     

    MISCELLANEOUS
      PROVISIONS

     

    
      	
              SECTION
                11.01                      

            	
              Amendment.

            


    

     

    This
      Agreement may be amended from time to time by the Depositor, the Servicer,
      the
      Trustee and the Trust Administrator without the consent of any of the
      Certificateholders, (i) to cure any mistake, including without limitation
      conforming this Agreement to the final version of the Prospectus Supplement
      pursuant to which the affected Class of Certificates was initially offered
      and
      sold, (ii) to modify or supplement any provision herein which may be ambiguous
      and/or inconsistent with any other provision herein or (iii) to make any other
      provision with respect to any matter or question arising under this Agreement
      which shall not be inconsistent with the provisions of this
      Agreement.  Any such amendment shall require (a) an Opinion of Counsel
      delivered to the Trustee and the Trust Administrator concluding that such
      amendment will not adversely affect in any material respects the interests
      of
      any Certificateholder, (b) written or electronic notice (or verbal confirmation
      from a Rating Agency as evidenced by an Officer’s Certificate of the Depositor)
      to the Depositor, the Servicer, the Trust Administrator and the Trustee from
      each Rating Agency that such action will not result in the reduction or
      withdrawal of the rating of any outstanding Class of Certificates with respect
      to which it is a Rating Agency or (c) solely as to an amendment pursuant to
      clause (i) above, an Officer’s Certificate of the Depositor identifying the
      mistake, stating that the amendment is needed to correct the mistake and
      describing the basis for such conclusion. No amendment effected as provided
      above will be deemed to adversely affect in any material respect the interests
      of any Certificateholder.

     

    This
      Agreement may also be amended from time to time by the Depositor, the Servicer,
      the Trustee and the Trust Administrator with the consent of the Holders of
      Certificates entitled to at least 66% of the Voting Rights for the purpose
      of
      adding any provisions to or changing in any manner or eliminating any of the
      provisions of this Agreement or of modifying in any manner the rights of the
      Holders of Certificates; provided, however, that no such amendment shall (i)
      reduce in any manner the amount of, or delay the timing of, payments received
      on
      Mortgage Loans which are required to be distributed on any Certificate without
      the consent of the Holder of such Certificate, (ii) adversely affect in any
      material respect the interests of the Holders of any Class of Certificates
      (as
      evidenced by either (i) an Opinion of Counsel delivered to the Trustee and
      Trust
      Administrator or (ii) written notice to the Depositor, the Servicer, the Trustee
      and the Trust Administrator from the Rating Agencies that such action will
      not
      result in the reduction or withdrawal of the rating of any outstanding Class
      of
      Certificates with respect to which it is a Rating Agency) in a manner, other
      than as described in (i), without the consent of the Holders of Certificates
      of
      such Class evidencing at least 66% of the Voting Rights allocated to such Class,
      or (iii) modify the consents required by the immediately preceding clauses
      (i)
      and (ii) without the consent of the Holders of all Certificates then
      outstanding. Notwithstanding any other provision of this Agreement, for purposes
      of the giving or withholding of consents pursuant to this Section 11.01,
      Certificates registered in the name of the Depositor or the Servicer or any
      Affiliate thereof shall be entitled to Voting Rights with respect to matters
      affecting such Certificates. Upon entering into an amendment to this Agreement,
      a copy of such amendment shall be sent by the Trust Administrator to the Rating
      Agencies.

     

    Notwithstanding
      any contrary provision of this Agreement, neither the Trustee nor the Trust
      Administrator shall consent to any amendment to this Agreement unless it shall
      have first received an Opinion of Counsel to the effect that such amendment
      will
      not result in the imposition of any tax on any Trust REMIC pursuant to the
      REMIC
      Provisions or cause any Trust REMIC to fail to qualify as a REMIC at any time
      that any Certificates are outstanding.

     

    Prior
      to
      executing any amendment pursuant to this Section, the Trustee and the Trust
      Administrator shall be entitled to receive an Opinion of Counsel (provided
      by
      the Person requesting such amendment) to the effect that such amendment is
      authorized or permitted by this Agreement.

     

    Notwithstanding
      any of the other provisions of this section 11.01, none of the parties to this
      Agreement shall enter into any amendment to this Agreement that could reasonably
      be expected to have a material adverse effect on the interests of  the
      Interest Rate Swap Provider hereunder (excluding, for the avoidance of doubt,
      any amendment to the Pooling and Servicing Agreement that is entered into solely
      for the purpose of appointing a successor servicer, trust administrator, trustee
      or other service provider) without the prior written consent of the Interest
      Rate Swap Provider, which consent shall not be unreasonably withheld,
      conditioned or delayed.

     

    Promptly
      after the execution of any such amendment the Trust Administrator shall make
      available a copy of such amendment on its website.

     

    It
      shall
      not be necessary for the consent of Certificateholders under this Section 11.01
      to approve the particular form of any proposed amendment, but it shall be
      sufficient if such consent shall approve the substance thereof. The manner
      of
      obtaining such consents and of evidencing the authorization of the execution
      thereof by Certificateholders shall be subject to such reasonable regulations
      as
      the Trust Administrator may prescribe.

     

    The
      cost
      of any Opinion of Counsel to be delivered pursuant to this Section 11.01 shall
      be borne by the Person seeking the related amendment, but in no event shall
      such
      Opinion of Counsel be an expense of the Trustee or the Trust
      Administrator.

     

    Notwithstanding
      the foregoing, each of the Trustee and Trust Administrator may, but shall not
      be
      obligated to enter into any amendment pursuant to this Section that affects
      its
      rights, duties and immunities under this Agreement or otherwise.

     

    
      	
              SECTION
                11.02                      

            	
              Recordation
                of Agreement; Counterparts.

            


    

     

    To
      the
      extent permitted by applicable law, this Agreement is subject to recordation
      in
      all appropriate public offices for real property records in all the counties
      or
      other comparable jurisdictions in which any or all of the properties subject
      to
      the Mortgages are situated, and in any other appropriate public recording office
      or elsewhere, such recordation to be effected by the Servicer at the expense
      of
      the Certificateholders, but only upon direction of Certificateholders
      accompanied by an Opinion of Counsel to the effect that such recordation
      materially and beneficially affects the interests of the
      Certificateholders.

     

    For
      the
      purpose of facilitating the recordation of this Agreement as herein provided
      and
      for other purposes, this Agreement may be executed simultaneously in any number
      of counterparts, each of which counterparts shall be deemed to be an original,
      and such counterparts shall constitute but one and the same
      instrument.

     

    
      	
              SECTION
                11.03                      

            	
              Limitation
                on Rights of Certificateholders.

            


    

     

    The
      death
      or incapacity of any Certificateholder shall not operate to terminate this
      Agreement or the Trust Fund, nor entitle such Certificateholder’s legal
      representatives or heirs to claim an accounting or to take any action or
      proceeding in any court for a partition or winding up of the Trust Fund, nor
      otherwise affect the rights, obligations and liabilities of the parties hereto
      or any of them.

     

    No
      Certificateholder shall have any right to vote (except as expressly provided
      for
      herein) or in any manner otherwise control the operation and management of
      the
      Trust Fund, or the obligations of the parties hereto, nor shall anything herein
      set forth, or contained in the terms of any of the Certificates, be construed
      so
      as to constitute the Certificateholders from time to time as partners or members
      of an association; nor shall any Certificateholder be under any liability to
      any
      third person by reason of any action taken by the parties to this Agreement
      pursuant to any provision hereof.

     

    No
      Certificateholder shall have any right by virtue of any provision of this
      Agreement to institute any suit, action or proceeding in equity or at law upon
      or under or with respect to this Agreement, unless (i) such Holder previously
      shall have given to the Trustee and Trust Administrator a written notice of
      default and of the continuance thereof, as hereinbefore provided, and (ii)
      the
      Holders of Certificates entitled to at least 25% of the Voting Rights shall
      have
      made written request upon the Trustee and the Trust Administrator to institute
      such action, suit or proceeding in its own name as Trustee or Trust
      Administrator hereunder and shall have offered to the Trustee or the Trust
      Administrator, as applicable, such indemnity satisfactory to it against the
      costs, expenses and liabilities to be incurred therein or thereby, and the
      Trustee or the Trust Administrator, for 15 days after its receipt of such
      notice, request and offer of indemnity, shall have neglected or refused to
      institute any such action, suit or proceeding. It is understood and intended,
      and expressly covenanted by each Certificateholder with every other
      Certificateholder, the Trustee and the Trust Administrator, that no one or
      more
      Holders of Certificates shall have any right in any manner whatsoever by virtue
      of any provision of this Agreement to affect, disturb or prejudice the rights
      of
      the Holders of any other of such Certificates, or to obtain or seek to obtain
      priority over or preference to any other such Holder, or to enforce any right
      under this Agreement, except in the manner herein provided and for the equal,
      ratable and common benefit of all Certificateholders. For the protection and
      enforcement of the provisions of this Section, each and every Certificateholder,
      the Trustee and the Trust Administrator shall be entitled to such relief as
      can
      be given either at law or in equity.

     

    
      	
              SECTION
                11.04                      

            	
              Governing
                Law.

            


    

     

    This
      Agreement shall be construed in accordance with the laws of the State of New
      York and the obligations, rights and remedies of the parties hereunder shall
      be
      determined in accordance with such laws.

     

    
      	
              SECTION
                11.05                      

            	
              Notices.

            


    

     

    All
      directions, demands and notices hereunder shall be sent (i) via facsimile (with
      confirmation of receipt) or (ii) in writing and shall be deemed to have been
      duly given when received if personally delivered at or mailed by first class
      mail, postage prepaid, or by express delivery service or delivered in any other
      manner specified herein, to (a) in the case of the Depositor, 390 Greenwich
      Street, New York, New York 10013, Attention: Mortgage Finance Group (telecopy
      number (212) 723-8604), or such other address or telecopy number as may
      hereafter be furnished to the Servicer, the Trust Administrator and the Trustee
      in writing by the Depositor, (b) in the case of the Servicer, 1 Home Campus,
      Des
      Moines, IA 50328-0001, Attention: John B. Brown, MAC X 2302-033, (telecopy
      number: (515) 324-3118), with a copy to General Counsel, 1 Home Campus, Des
      Moines, IA 50328-0001, MAC X 2401-06T, (telecopy number: (515) 213-5192) or
      such
      other address or telecopy number as may hereafter be furnished to the Trustee,
      the Trust Administrator and the Depositor in writing by the Servicer, (c) in
      the
      case of the Trust Administrator, 388 Greenwich Street – 14th Floor,
      New York,
      New York 10013, Attention: CMLTI 2007-WFHE4 (telecopy number (949) 250-6450),
      or
      such other address or telecopy number as may hereafter be furnished to the
      Trustee, the Servicer and the Depositor in writing by the Trust Administrator,
      (d) in the case of the Trustee, U.S. Bank National Association, One Federal
      Street – 3rd
      Floor, Boston, Massachusetts 02110, Attention: Structured Finance/CMLTI
      2007-WFHE4 (telecopy number (617) 603-6637), or such other address or telecopy
      number as may hereafter be furnished to the Servicer, the Trust Administrator
      and the Depositor in writing by the Trustee and (e) in the case of the Swap
      Provider, Bear Stearns Financial Products Inc., 383 Madison Avenue, New York,
      New York 10179, Attention: DPC Manager or such other address or telecopy number
      as may hereafter be furnished to the Servicer, the Trust Administrator and
      the
      Depositor in writing by the Swap Provider. Any notice required or permitted
      to
      be given to a Certificateholder shall be given by first class mail, postage
      prepaid, at the address of such Holder as shown in the Certificate Register.
      Any
      notice so mailed within the time prescribed in this Agreement shall be
      conclusively presumed to have been duly given when mailed, whether or not the
      Certificateholder receives such notice. A copy of any notice required to be
      telecopied hereunder also shall be mailed to the appropriate party in the manner
      set forth above.

     

    
      	
              SECTION
                11.06                      

            	
              Severability
                of Provisions.

            


    

     

    If
      any
      one or more of the covenants, agreements, provisions or terms of this Agreement
      shall be for any reason whatsoever held invalid, then such covenants,
      agreements, provisions or terms shall be deemed severable from the remaining
      covenants, agreements, provisions or terms of this Agreement and shall in no
      way
      affect the validity or enforceability of the other provisions of this Agreement
      or of the Certificates or the rights of the Holders thereof.

     

    
      	
              SECTION
                11.07                      

            	
              Notice
                to Rating Agencies.

            


    

     

    The
      Trust
      Administrator shall use its best efforts promptly to provide notice to the
      Rating Agencies, and the Servicer shall use its best efforts promptly to provide
      notice to the Trust Administrator, with respect to each of the following of
      which the Trust Administrator or the Servicer, as applicable, has actual
      knowledge:

     

    1.           Any
      material change or amendment to this Agreement;

     

    2.           The
      occurrence of any Servicer Event of Default that has not been cured or
      waived;

     

    3.           The
      resignation or termination of the Servicer, the Trust Administrator or the
      Trustee;

     

    4.           The
      repurchase or substitution of Mortgage Loans pursuant to or as contemplated
      by
      Section 2.03;

     

    5.           The
      final payment to the Holders of any Class of Certificates;

     

    6.           Any
      change in the location of the Collection Account or the Distribution
      Account;

     

    7.           Any
      event that would result in the inability of the Trust Administrator or the
      Trustee, as applicable, were it to succeed as Servicer, to make advances
      regarding delinquent Mortgage Loans; and

     

    8.           The
      filing of any claim under the Servicer’s blanket bond and errors and omissions
      insurance policy required by Section 3.14 or the cancellation or material
      modification of coverage under any such instrument.

     

    In
      addition, the Trust Administrator shall make available to the Rating Agencies
      copies of each report to Certificateholders described in Section 4.02 and the
      Servicer, as required pursuant to Section 3.20 and Section 3.21, shall promptly
      furnish to the Rating Agencies copies of the following:

     

    1.           Each
      annual statement as to compliance described in Section 3.20; and

     

    2.           Each
      annual independent public accountants’ servicing report described in Section
      3.21.

     

    Any
      such
      notice pursuant to this Section 11.07 shall be in writing and shall be deemed
      to
      have been duly given if personally delivered at or mailed by first class mail,
      postage prepaid, or by express delivery service to Standard & Poor’s Ratings
      Services, a division of The McGraw-Hill Companies, Inc., 55 Water Street, New
      York, New York 10041 and to Moody’s at 99 Church Street, New York, New York
      10007 or such other addresses as the Rating Agencies may designate in writing
      to
      the parties hereto.

     

    
      	
              SECTION
                11.08                      

            	
              Article
                and Section References.

            


    

     

    All
      article and section references used in this Agreement, unless otherwise
      provided, are to articles and sections in this Agreement.

     

    
      	
              SECTION
                11.09                      

            	
              Grant
                of Security Interest.

            


    

     

    It
      is the
      express intent of the parties hereto that the conveyance of the Mortgage Loans
      by the Depositor to the Trustee be, and be construed as, a sale of the Mortgage
      Loans by the Depositor and not a pledge of the Mortgage Loans by the Depositor
      to secure a debt or other obligation of the Depositor. However, in the event
      that, notwithstanding the aforementioned intent of the parties, the Mortgage
      Loans are held to be property of the Depositor, then, (a) it is the express
      intent of the parties that such conveyance be deemed a pledge of the Mortgage
      Loans by the Depositor to the Trustee to secure a debt or other obligation
      of
      the Depositor and (b)(1) this Agreement shall also be deemed to be a security
      agreement within the meaning of Articles 8 and 9 of the Uniform Commercial
      Code
      as in effect from time to time in the State of New York; (2) the conveyance
      provided for in Section 2.01 hereof shall be deemed to be a grant by the
      Depositor to the Trustee of a security interest in all of the Depositor’s right,
      title and interest in and to the Mortgage Loans and all amounts payable to
      the
      holders of the Mortgage Loans in accordance with the terms thereof and all
      proceeds of the conversion, voluntary or involuntary, of the foregoing into
      cash, instruments, securities or other property, including without limitation
      all amounts, other than investment earnings, from time to time held or invested
      in the Collection Account and the Distribution Account, whether in the form
      of
      cash, instruments, securities or other property; (3) the obligations secured
      by
      such security agreement shall be deemed to be all of the Depositor’s obligations
      under this Agreement, including the obligation to provide to the
      Certificateholders the benefits of this Agreement relating to the Mortgage
      Loans
      and the Trust Fund; and (4) notifications to persons holding such property,
      and
      acknowledgments, receipts or confirmations from persons holding such property,
      shall be deemed notifications to, or acknowledgments, receipts or confirmations
      from, financial intermediaries, bailees or agents (as applicable) of the Trustee
      for the purpose of perfecting such security interest under applicable law.
      Accordingly, the Depositor hereby grants to the Trustee a security interest
      in
      the Mortgage Loans and all other property described in clause (2) of the
      preceding sentence, for the purpose of securing to the Trustee the performance
      by the Depositor of the obligations described in clause (3) of the preceding
      sentence. Notwithstanding the foregoing, the parties hereto intend the
      conveyance pursuant to Section 2.01 to be a true, absolute and unconditional
      sale of the Mortgage Loans and assets constituting the Trust Fund by the
      Depositor to the Trustee.

     

    
      	
              SECTION
                11.10                      

            	
              Third
                Party Rights.

            


    

     

    The
      parties hereto agree that the Interest Rate Swap Provider shall be an express
      third-party beneficiary of any obligation under this Agreement that may affect
      its rights to receive any payment or to the return of collateral under this
      Agreement and any other express rights under this Agreement or the Interest
      Rate
      Swap Agreement and shall have the rights to enforce such obligations and rights
      as it were a party hereto.

     

    
      	
              SECTION
                11.11                      

            	
              Intention
                of the Parties and Interpretation.

            


    

     

    Each
      of
      the parties acknowledges and agrees that the purpose of Sections 3.20, 3.21
      and  4.07 of this Agreement is to facilitate compliance by
      the Depositor with the provisions of Regulation AB promulgated by the SEC
      under the 1934 Act (17 C.F.R. §§ 229.1100 - 229.1123), as such may be amended
      from time to time and subject to clarification and interpretive advice as may
      be
      issued by the staff of the SEC from time to time.  Therefore, each of
      the parties agrees that (a) the obligations of the parties hereunder shall
      be
      interpreted in such a manner as to accomplish that purpose, (b) the parties’
obligations hereunder will be supplemented and modified as necessary to be
      consistent with any such amendments, interpretive advice or guidance, convention
      or consensus among active participants in the asset-backed securities markets,
      opinion of counsel, or otherwise in respect of the requirements of Regulation
      AB, (c) the parties shall comply with requests made by the Depositor for
      delivery of additional or different information, to the extent that such
      information is available or reasonably attainable, as the Depositor may
      determine in good faith is necessary to comply with the provisions of Regulation
      AB, and (d) no amendment of this Agreement shall be required to effect any
      such
      changes in the parties’ obligations as are necessary to accommodate evolving
      interpretations of the provisions of Regulation AB; provided, however, that
      any
      such changes shall require the consent of each of the parties
      hereto.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    IN
      WITNESS WHEREOF, the Depositor, the Servicer, the Trust Administrator and the
      Trustee have caused their names to be signed hereto by their respective officers
      thereunto duly authorized, in each case as of the day and year first above
      written.

     

    
      	 	
              CITIGROUP
                MORTGAGE LOAN TRUST INC.,

              as
                Depositor

               

            
	 	
              By:           /s/
                Matthew R.
                Bollo                                           

              Name:      Matthew
                R. Bollo

              Title:        AVP

               

            
	 	
               

              WELLS
                FARGO BANK, N.A.,

              as
                Servicer

            
	 	
               

              By:           /s/
                Gretchen E.
                Leff                                     
                           

              Name:      Gretchen
                E. Leff

              Title:                          Assistant
                Vice President

            
	 	 
	 	
              CITIBANK,
                N.A.,

              as
                Trust Administrator

               

            
	 	
              By:         
                /s/ Valerie
                Delgado                                                      

              Name:
                Valerie
                Delgado                                                      

              Title:   Vice
                President

               

            
	 	
              U.S.
                BANK NATIONAL ASSOCIATION, not in its individual capacity but solely
                as
                Trustee

               

               

            
	 	
              By:           /s/
                Clare M.
                O’Brien                      
                                           
                

              Name:      Clare
                M. O’Brien

              Title:        Vice
                President

               

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
              For
                purposes of Sections 6.06, 6.07 and 6.08:

            	 
	
              CLAYTON
                FIXED INCOME SERVICES INC.

               

            	 
	
              By:           /s/
                Kevin J. Kanouff___________________

            	 
	
              Name:      Kevin
                J. Kanouff

            	 
	
              Title:        President
                and General Counsel

            	 
	 	 


    

    
    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
              STATE
                OF NEW YORK

            	
              )

            
	 	
              )
                ss.:

            
	
              COUNTY
                OF NEW YORK

               

            	
              )

               

            


    

    On
      the
      ____ day of October 2007, before me, a notary public in and for said State,
      personally appeared __________________, known to me to be a __________________
      of Citigroup Mortgage Loan Trust Inc., one of the corporations that executed
      the
      within instrument, and also known to me to be the person who executed it on
      behalf of said entity, and acknowledged to me that such corporation executed
      the
      within instrument.

     

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

     

    
      	 	
                                                                       
                _____________________________________

            
	 	
              Notary
                Public

            


    

    


     

     [Notarial
      Seal]

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    
      	
              STATE
                OF ______________

            	
              )

            
	 	
              )
                ss.:

            
	
              COUNTY
                OF ___________

               

            	
              )

               

            


    

    


    On
      the
      ____ day of October 2007, before me, a notary public in and for said State,
      personally appeared _________________, known to me to be a ________________
      of
      Wells Fargo Bank, N.A., one of the entities that executed the within instrument,
      and also known to me to be the person who executed it on behalf of said entity,
      and acknowledged to me that such corporation executed the within
      instrument.

     

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

     

    
      	 	
                                                                      
                _____________________________________

            
	 	
              Notary
                Public

            


    

    


     

     [Notarial
      Seal]

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    
      	
              STATE
                OF NEW YORK

            	
              )

            
	 	
              )
                ss.:

            
	
              COUNTY
                OF NEW YORK

               

            	
              )

               

            


    

     

     

    On
      the
      ____ day of October 2007, before me, a notary public in and for said State,
      personally appeared _________________, known to me to be a ________________
      of
      Citibank, N.A., one of the entities that executed the within instrument, and
      also known to me to be the person who executed it on behalf of said entity,
      and
      acknowledged to me that such corporation executed the within
      instrument.

     

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

     

    
      	 	
                                                                      
                _____________________________________

            
	 	
              Notary
                Public

            


    

     

    [Notarial
      Seal]

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    
      	
              STATE
                OF ______________

            	
              )

            
	 	
              )
                ss.:

            
	
              COUNTY
                OF ___________

               

            	
              )

               

            


    

    


     

    On
      the
      ____ day of October 2007, before me, a notary public in and for said State,
      personally appeared _________________, known to me to be a ________________
      of
      U.S. Bank National Association, one of the entities that executed the within
      instrument, and also known to me to be the person who executed it on behalf
      of
      said entity, and acknowledged to me that such entity executed the within
      instrument.

     

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


     

    
      	 	
                                                                      
                _____________________________________

            
	 	
              Notary
                Public

            


    

     

    [Notarial
      Seal]

     

     

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    EXHIBIT
      A-1

     

    FORM
      OF
      CLASS A-1 CERTIFICATE

     

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

     

    THIS
      CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT
      OF
      1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD
      OR
      TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD
      OR
      TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT
      AND
      UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS
      OF SECTION 5.02 OF THE AGREEMENT.

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
      (THE “CODE”).

     

    ANY
      INITIAL PURCHASER OR TRANSFEREE OF  THIS CERTIFICATE SHALL BE DEEMED
      TO MAKE THE REPRESENTATIONS SET FORTH IN SECTION 5.02(B) OF THE
      AGREEMENT.

     

    


    
      	
              Series
                2007-WFHE4

               

            	
              Aggregate
                Certificate Principal Balance of the Class A-1 Certificates as of
                the
                Issue Date: $148,683,000.00

               

            
	
              Pass-Through
                Rate: Variable

               

            	
              Denomination:
                $148,683,000.00

               

            
	
              Cut-off
                Date and date of Pooling and Servicing Agreement: October 1,
                2007

               

            	
              Servicer:  Wells
                Fargo Bank, N.A.

               

            
	
              First
                Distribution Date: November 26, 2007

               

            	
              Trust
                Administrator:  Citibank, N.A.

               

            
	
              No.
                1

               

            	
              Trustee:
                U.S. Bank National Association

               

            
	 	
              Issue
                Date: October 31, 2007

               

            
	 	
              CUSIP:
                17313JAB0

               

               

            


    

    


     

    DISTRIBUTIONS
      IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
      MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
      AS
      THE DENOMINATION OF THIS CERTIFICATE.

     

    ASSET-BACKED  PASS-THROUGH
      CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
      primarily of a pool of conventional one- to four-family, fixed-rate and
      adjustable-rate, first lien and second lien mortgage loans (the “Mortgage
      Loans”) formed and sold by

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUST ADMINISTRATOR, THE TRUSTEE
      OR
      ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
      MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
      STATES.

     

    This
      certifies that Cede & Co. is the registered owner of a Percentage Interest
      (obtained by dividing the denomination of this Certificate by the aggregate
      Certificate Principal Balance of the Class A-1 Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      A-1 Certificates in the REMIC created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
      Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
      successor entity under the Agreement), the Servicer, the Trust Administrator
      and
      the Trustee, a summary of certain of the pertinent provisions of which is set
      forth hereafter.  To the extent not defined herein, the capitalized
      terms used herein have the meanings assigned in the Agreement.  This
      Certificate is issued under and is subject to the terms, provisions and
      conditions of the Agreement, to which Agreement the Holder of this Certificate
      by virtue of the acceptance hereof assents and by which such Holder is
      bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th day of
      each month
      or, if such 25th day is
      not a
      Business Day, the Business Day immediately following (a “Distribution Date”),
      commencing on the First Distribution Date specified above, to the Person in
      whose name this Certificate is registered on the Record Date, in an amount
      equal
      to the product of the Percentage Interest evidenced by this Certificate and
      the
      amount required to be distributed to the Holders of Class A-1 Certificates
      on
      such Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Trust Administrator by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Trust Administrator in writing at least five Business
      Days prior to the Record Date immediately prior to such Distribution Date or
      otherwise by check mailed by first class mail to the address of the Person
      entitled thereto, as such name and address shall appear on the Certificate
      Register. Notwithstanding the above, the final distribution on this Certificate
      will be made after due notice by the Trust Administrator of the pendency of
      such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Trust Administrator for that purpose as
      provided in the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Asset-Backed Pass-Through Certificates of the Series specified on the face
      hereof (herein called the “Certificates”) and representing the Percentage
      Interest specified above in the Class of Certificates to which the Certificate
      belongs.

     

    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans, all as more specifically set forth
      herein and in the Agreement. As provided in the Agreement, withdrawals from
      the
      Collection Account and the Distribution Account may be made from time to time
      for purposes other than distributions to Certificateholders, such purposes
      including reimbursement of advances made, or certain expenses incurred, with
      respect to the Mortgage Loans.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Servicer, the Trust Administrator and the Trustee and the rights of the
      Certificateholders, under the Agreement at any time by the Depositor, the
      Servicer, the Trust Administrator and the Trustee with the consent of the
      Holders of Certificates entitled to at least 66% of the Voting Rights. Any
      such
      consent by the Holder of this Certificate shall be conclusive and binding on
      such Holder and upon all future Holders of this Certificate and of any
      Certificate issued upon the transfer hereof or in exchange herefor or in lieu
      hereof whether or not notation of such consent is made upon this Certificate.
      The Agreement also permits the amendment thereof, in certain limited
      circumstances, without the consent of the Holders of any of the
      Certificates.

     

    No
      transfer of this Certificate to a Plan subject to ERISA or section 4975 of
      the
      Code, any Person acting, directly or indirectly, on behalf of any such Plan
      or
      any Person using "Plan Assets" to acquire this Certificate shall be made except
      in accordance with Section 5.02(b) of the Agreement.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Trust Administrator as provided in the Agreement,
      duly
      endorsed by, or accompanied by an assignment in the form below or other written
      instrument of transfer in form satisfactory to the Trust Administrator duly
      executed by, the Holder hereof or such Holder's attorney duly authorized in
      writing, and thereupon one or more new Certificates of the same Class in
      authorized denominations evidencing the same aggregate Percentage Interest
      will
      be issued to the designated transferee or transferees.

     

    No
      transfer of this Certificate shall be made unless the transfer is made pursuant
      to an effective registration statement under the Securities Act of 1933, as
      amended (the “1933 Act”), and an effective registration or qualification under
      applicable state securities laws, or is made in a transaction that does not
      require such registration or qualification. In the event that such a transfer
      of
      this Certificate is to be made without registration or qualification, the Trust
      Administrator shall require receipt of written certifications from the Holder
      of
      the Certificate desiring to effect the transfer, and from such Holder’s
      prospective transferee, substantially in the forms attached to the Agreement
      as
      Exhibit F-1.  None of the Depositor or the Trust Administrator is
      obligated to register or qualify the Class of Certificates specified on the
      face
      hereof under the 1933 Act or any other securities law or to take any action
      not
      otherwise required under the Agreement to permit the transfer of such
      Certificates without registration or qualification. Any Holder desiring to
      effect a transfer of this Certificate shall be required to indemnify the
      Trustee, the Trust Administrator, the Depositor, the Servicer and any
      Sub-Servicer against any liability that may result if the transfer is not so
      exempt or is not made in accordance with such federal and state
      laws.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same.  No
      service charge will be made for any such registration of transfer or exchange
      of
      Certificates, but the Trust Administrator may require payment of a sum
      sufficient to cover any tax or other governmental charge that may be imposed
      in
      connection with any transfer or exchange of Certificates.

     

    The
      Depositor, the Servicer, the Trust Administrator, the Trustee and any agent
      of
      the Depositor, the Servicer, the Trust Administrator or the Trustee may treat
      the Person in whose name this Certificate is registered as the owner hereof
      for
      all purposes, and none of the Depositor, the Servicer, the Trust Administrator,
      the Trustee nor any such agent shall be affected by notice to the
      contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Trust Administrator and required to be paid to them pursuant to the Agreement
      following the earlier of (i) the final payment or other liquidation (or any
      advance with respect thereto) of the last Mortgage Loan and REO Property
      remaining in the REMIC and (ii) the purchase by the party designated in the
      Agreement at a price determined as provided in the Agreement from the REMIC
      of
      all the Mortgage Loans and all property acquired in respect of such Mortgage
      Loans. The Agreement permits, but does not require, the party designated in
      the
      Agreement to purchase from the REMIC all the Mortgage Loans and all property
      acquired in respect of any Mortgage Loan at a price determined as provided
      in
      the Agreement. The exercise of such right will effect early retirement of the
      Certificates; however, such right to purchase is subject to the aggregate Stated
      Principal Balance of the Mortgage Loans at the time of purchase being less
      than
      10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
      Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      the
      Trustee assumes no responsibility for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Trust
      Administrator, by manual signature, this Certificate shall not be entitled
      to
      any benefit under the Agreement or be valid for any purpose.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    IN
      WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
      duly
      executed.

    


    Dated:
      October ___, 2007

    


    


    
      	 	
              Citibank,
                N.A., as Trust Administrator

               

            
	 	 
	 	 
	 	
              By:______________________________
                
                
                Authorized Officer

               

            


    

    


    


    


    CERTIFICATE
      OF AUTHENTICATION

    


    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

    


    


    
      	 	
              Citibank,
                N.A., as Trust Administrator

               

            
	 	 
	 	 
	 	
              By:______________________________
                

                               
                Authorized Signatory

               

            
	 	 


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ABBREVIATIONS

     

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

     

    
      	
              TEN
                COM - as tenants in common

               

            	
              UNIF
                GIFT MIN ACT - Custodian

               

            
	
              TEN
                ENT - as tenants by the entireties

               

            	
              (Cust)
                (Minor) under

              Uniform
                Gifts to Minors Act

               

            
	
              JT
                TEN - as joint tenants with right

              if
                survivorship and not as

              tenants
                in common

               

            	
              _______________

                       
                (State)

               

            


    

    


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

     

    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and
      transfer(s)  unto
      ________________________________________________________________________________________________

    
      	 
	 


    

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee) a Percentage Interest equal to ____%
      evidenced by the within Asset-Backed Pass-Through Certificates and hereby
      authorize(s) the registration of transfer of such interest to assignee on the
      Certificate Register of the Trust Fund.

     

    I
      (we)
      further direct the Trust Administrator to issue a new Certificate of a like
      Percentage Interest and Class to the above named assignee and deliver such
      Certificate to the following address:

     

    
      	 
	 	
              .

            


    

    


    
      	
              Dated:

            	 
	 	
              Signature
                by or on behalf of assignor

            
	 	 
	 	 
	 	 
	 	
              Signature
                Guaranteed

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    Distributions
      shall be made, by wire transfer or otherwise, in immediately available funds
      to
      ____________________________________________________________________________________________
      _______________________________________________________________ for the account
      of _______________________________, account number
      ______________________________, or, if mailed by check,
      to___________________________________________________________________________________________________________________________________________________________________________

    
      	 	
              .

            


    

    Applicable
      statements should be mailed
      to____________________________________________________________________________________________________________________________________________

    
      	 	
              .

            


    

    This
      information is provided by ___________________________________________, the
      assignee named above, or ________________________________________, as its
      agent.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
      A-2

     

    FORM
      OF
      CLASS A-2A CERTIFICATE

     

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

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
      (THE “CODE”).

     

    ANY
      INITIAL PURCHASER OR TRANSFEREE OF  THIS CERTIFICATE SHALL BE DEEMED
      TO MAKE THE REPRESENTATIONS SET FORTH IN SECTION 5.02(B) OF THE
      AGREEMENT.

     

    


    
      	
              Series
                2007-WFHE4

               

            	
              Aggregate
                Certificate Principal Balance of the Class A-2A Certificates as of
                the
                Issue Date: $64,806,000.00

               

            
	
              Pass-Through
                Rate: Variable

               

            	
              Denomination:
                : $64,806,000.00

               

            
	
              Cut-off
                Date and date of Pooling and Servicing Agreement: October 1,
                2007

               

            	
              Servicer:  Wells
                Fargo Bank, N.A.

               

            
	
              First
                Distribution Date: November 26, 2007

               

            	
              Trust
                Administrator:  Citibank, N.A.

               

            
	
              No.
                1

               

            	
              Trustee:
                U.S. Bank National Association

               

            
	 	
              Issue
                Date: October 31, 2007

               

            
	 	
              CUSIP: 17313JAC8

               

            


    

    DISTRIBUTIONS
      IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
      MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
      AS
      THE DENOMINATION OF THIS CERTIFICATE.

     

    ASSET-BACKED  PASS-THROUGH
      CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
      primarily of a pool of conventional one- to four-family, fixed-rate and
      adjustable-rate, first lien and second lien mortgage loans (the “Mortgage
      Loans”) formed and sold by

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUST ADMINISTRATOR, THE TRUSTEE
      OR
      ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
      MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
      STATES.

     

    This
      certifies that Cede & Co. is the registered owner of a Percentage Interest
      (obtained by dividing the denomination of this Certificate by the aggregate
      Certificate Principal Balance of the Class A-2A Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      A-2A Certificates in the REMIC created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
      Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
      successor entity under the Agreement), the Servicer, the Trust Administrator
      and
      the Trustee, a summary of certain of the pertinent provisions of which is set
      forth hereafter.  To the extent not defined herein, the capitalized
      terms used herein have the meanings assigned in the Agreement.  This
      Certificate is issued under and is subject to the terms, provisions and
      conditions of the Agreement, to which Agreement the Holder of this Certificate
      by virtue of the acceptance hereof assents and by which such Holder is
      bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th day of
      each month
      or, if such 25th day is
      not a
      Business Day, the Business Day immediately following (a “Distribution Date”),
      commencing on the First Distribution Date specified above, to the Person in
      whose name this Certificate is registered on the Record Date, in an amount
      equal
      to the product of the Percentage Interest evidenced by this Certificate and
      the
      amount required to be distributed to the Holders of Class A-2A Certificates
      on
      such Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Trust Administrator by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Trust Administrator in writing at least five Business
      Days prior to the Record Date immediately prior to such Distribution Date or
      otherwise by check mailed by first class mail to the address of the Person
      entitled thereto, as such name and address shall appear on the Certificate
      Register. Notwithstanding the above, the final distribution on this Certificate
      will be made after due notice by the Trust Administrator of the pendency of
      such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Trust Administrator for that purpose as
      provided in the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Asset-Backed Pass-Through Certificates of the Series specified on the face
      hereof (herein called the “Certificates”) and representing the Percentage
      Interest specified above in the Class of Certificates to which the Certificate
      belongs.

     

    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans, all as more specifically set forth
      herein and in the Agreement. As provided in the Agreement, withdrawals from
      the
      Collection Account and the Distribution Account may be made from time to time
      for purposes other than distributions to Certificateholders, such purposes
      including reimbursement of advances made, or certain expenses incurred, with
      respect to the Mortgage Loans.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Servicer, the Trust Administrator and the Trustee and the rights of the
      Certificateholders, under the Agreement at any time by the Depositor, the
      Servicer, the Trust Administrator and the Trustee with the consent of the
      Holders of Certificates entitled to at least 66% of the Voting Rights. Any
      such
      consent by the Holder of this Certificate shall be conclusive and binding on
      such Holder and upon all future Holders of this Certificate and of any
      Certificate issued upon the transfer hereof or in exchange herefor or in lieu
      hereof whether or not notation of such consent is made upon this Certificate.
      The Agreement also permits the amendment thereof, in certain limited
      circumstances, without the consent of the Holders of any of the
      Certificates.

     

    No
      transfer of this Certificate to a Plan subject to ERISA or section 4975 of
      the
      Code, any Person acting, directly or indirectly, on behalf of any such Plan
      or
      any Person using "Plan Assets" to acquire this Certificate shall be made except
      in accordance with Section 5.02(b) of the Agreement.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Trust Administrator as provided in the Agreement,
      duly
      endorsed by, or accompanied by an assignment in the form below or other written
      instrument of transfer in form satisfactory to the Trust Administrator duly
      executed by, the Holder hereof or such Holder's attorney duly authorized in
      writing, and thereupon one or more new Certificates of the same Class in
      authorized denominations evidencing the same aggregate Percentage Interest
      will
      be issued to the designated transferee or transferees.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same.  No
      service charge will be made for any such registration of transfer or exchange
      of
      Certificates, but the Trust Administrator may require payment of a sum
      sufficient to cover any tax or other governmental charge that may be imposed
      in
      connection with any transfer or exchange of Certificates.

     

    The
      Depositor, the Servicer, the Trust Administrator, the Trustee and any agent
      of
      the Depositor, the Servicer, the Trust Administrator or the Trustee may treat
      the Person in whose name this Certificate is registered as the owner hereof
      for
      all purposes, and none of the Depositor, the Servicer, the Trust Administrator,
      the Trustee nor any such agent shall be affected by notice to the
      contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Trust Administrator and required to be paid to them pursuant to the Agreement
      following the earlier of (i) the final payment or other liquidation (or any
      advance with respect thereto) of the last Mortgage Loan and REO Property
      remaining in the REMIC and (ii) the purchase by the party designated in the
      Agreement at a price determined as provided in the Agreement from the REMIC
      of
      all the Mortgage Loans and all property acquired in respect of such Mortgage
      Loans. The Agreement permits, but does not require, the party designated in
      the
      Agreement to purchase from the REMIC all the Mortgage Loans and all property
      acquired in respect of any Mortgage Loan at a price determined as provided
      in
      the Agreement. The exercise of such right will effect early retirement of the
      Certificates; however, such right to purchase is subject to the aggregate Stated
      Principal Balance of the Mortgage Loans at the time of purchase being less
      than
      10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
      Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      the
      Trustee assumes no responsibility for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Trust
      Administrator, by manual signature, this Certificate shall not be entitled
      to
      any benefit under the Agreement or be valid for any purpose.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
      duly
      executed.

    


    Dated:
      October ___, 2007

    


    


    
      	 	
              Citibank,
                N.A., as Trust Administrator

               

            
	 	 
	 	 
	 	
              By:______________________________
                

                                 Authorized
                Officer

               

            
	 	 


    

    


    


    CERTIFICATE
      OF AUTHENTICATION

    


    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

    


    


    
      	 	
              Citibank,
                N.A., as Trust Administrator

               

            
	 	 
	 	 
	 	
              By:______________________________
                
                    
                Authorized Signatory

               

            
	 	 


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ABBREVIATIONS

     

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

     

    
      	
              TEN
                COM - as tenants in common

               

            	
              UNIF
                GIFT MIN ACT - Custodian

               

            
	
              TEN
                ENT - as tenants by the entireties

               

            	
              (Cust)
                (Minor) under

              Uniform
                Gifts to Minors Act

               

            
	
              JT
                TEN - as joint tenants with right

              if
                survivorship and not as

              tenants
                in common

               

            	
              _______________

                         
                (State)

               

            


    

    


     

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

     

    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and
      transfer(s)  unto
      ________________________________________________________________________________________________

    
      	 
	 


    

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee) a Percentage Interest equal to ____%
      evidenced by the within Asset-Backed Pass-Through Certificates and hereby
      authorize(s) the registration of transfer of such interest to assignee on the
      Certificate Register of the Trust Fund.

     

    I
      (we)
      further direct the Trust Administrator to issue a new Certificate of a like
      Percentage Interest and Class to the above named assignee and deliver such
      Certificate to the following address:

     

    
      	 
	 	
              .

            


    

    


    
      	
              Dated:

            	 
	 	
              Signature
                     by or on behalf of assignor

            
	 	 
	 	 
	 	 
	 	
              Signature
                Guaranteed

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    Distributions
      shall be made, by wire transfer or otherwise, in immediately available funds
      to
      ________________________________________________________________________________________________
      _______________________________________________________________ for the account
      of _______________________________, account number
      ______________________________, or, if mailed by check,
      to__________________________________________________________________________________________________________________________________________________________________________

    
      	 	
              .

            


    

    Applicable
      statements should be mailed
      to___________________________________________________________________________________________________________________________________________

    
      	 	
              .

            


    

    This
      information is provided by ___________________________________________, the
      assignee named above, or ________________________________________, as its
      agent.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
      A-3

     

    FORM
      OF
      CLASS A-2B CERTIFICATE

     

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

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
      (THE “CODE”).

     

    ANY
      INITIAL PURCHASER OR TRANSFEREE OF  THIS CERTIFICATE SHALL BE DEEMED
      TO MAKE THE REPRESENTATIONS SET FORTH IN SECTION 5.02(B) OF THE
      AGREEMENT.

     

    


    
      	
              Series
                2007-WFHE4

               

            	
              Aggregate
                Certificate Principal Balance of the Class A-2B Certificates as of
                the
                Issue Date: $32,832,000.00

               

            
	
              Pass-Through
                Rate: Variable

               

            	
              Denomination:
                $32,832,000.00

               

            
	
              Cut-off
                Date and date of Pooling and Servicing Agreement: October 1,
                2007

               

            	
              Servicer:  Wells
                Fargo Bank, N.A.

               

            
	
              First
                Distribution Date: November 26, 2007

               

            	
              Trust
                Administrator:  Citibank, N.A.

               

            
	
              No.
                1

               

            	
              Trustee:
                U.S. Bank National Association

               

            
	 	
              Issue
                Date: October 31, 2007

               

            
	 	
              CUSIP:
                17313JAD6

               

            


    

    DISTRIBUTIONS
      IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
      MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
      AS
      THE DENOMINATION OF THIS CERTIFICATE.

     

    ASSET-BACKED  PASS-THROUGH
      CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
      primarily of a pool of conventional one- to four-family, fixed-rate and
      adjustable-rate, first lien and second lien mortgage loans (the “Mortgage
      Loans”) formed and sold by

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUST ADMINISTRATOR, THE TRUSTEE
      OR
      ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
      MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
      STATES.

     

    This
      certifies that Cede & Co. is the registered owner of a Percentage Interest
      (obtained by dividing the denomination of this Certificate by the aggregate
      Certificate Principal Balance of the Class A-2B Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      A-2B Certificates in the REMIC created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
      Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
      successor entity under the Agreement), the Servicer, the Trust Administrator
      and
      the Trustee, a summary of certain of the pertinent provisions of which is set
      forth hereafter.  To the extent not defined herein, the capitalized
      terms used herein have the meanings assigned in the Agreement.  This
      Certificate is issued under and is subject to the terms, provisions and
      conditions of the Agreement, to which Agreement the Holder of this Certificate
      by virtue of the acceptance hereof assents and by which such Holder is
      bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th day of
      each month
      or, if such 25th day is
      not a
      Business Day, the Business Day immediately following (a “Distribution Date”),
      commencing on the First Distribution Date specified above, to the Person in
      whose name this Certificate is registered on the Record Date, in an amount
      equal
      to the product of the Percentage Interest evidenced by this Certificate and
      the
      amount required to be distributed to the Holders of Class A-2B Certificates
      on
      such Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Trust Administrator by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Trust Administrator in writing at least five Business
      Days prior to the Record Date immediately prior to such Distribution Date or
      otherwise by check mailed by first class mail to the address of the Person
      entitled thereto, as such name and address shall appear on the Certificate
      Register. Notwithstanding the above, the final distribution on this Certificate
      will be made after due notice by the Trust Administrator of the pendency of
      such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Trust Administrator for that purpose as
      provided in the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Asset-Backed Pass-Through Certificates of the Series specified on the face
      hereof (herein called the “Certificates”) and representing the Percentage
      Interest specified above in the Class of Certificates to which the Certificate
      belongs.

     

    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans, all as more specifically set forth
      herein and in the Agreement. As provided in the Agreement, withdrawals from
      the
      Collection Account and the Distribution Account may be made from time to time
      for purposes other than distributions to Certificateholders, such purposes
      including reimbursement of advances made, or certain expenses incurred, with
      respect to the Mortgage Loans.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Servicer, the Trust Administrator and the Trustee and the rights of the
      Certificateholders, under the Agreement at any time by the Depositor, the
      Servicer, the Trust Administrator and the Trustee with the consent of the
      Holders of Certificates entitled to at least 66% of the Voting Rights. Any
      such
      consent by the Holder of this Certificate shall be conclusive and binding on
      such Holder and upon all future Holders of this Certificate and of any
      Certificate issued upon the transfer hereof or in exchange herefor or in lieu
      hereof whether or not notation of such consent is made upon this Certificate.
      The Agreement also permits the amendment thereof, in certain limited
      circumstances, without the consent of the Holders of any of the
      Certificates.

     

    No
      transfer of this Certificate to a Plan subject to ERISA or section 4975 of
      the
      Code, any Person acting, directly or indirectly, on behalf of any such Plan
      or
      any Person using "Plan Assets" to acquire this Certificate shall be made except
      in accordance with Section 5.02(b) of the Agreement.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Trust Administrator as provided in the Agreement,
      duly
      endorsed by, or accompanied by an assignment in the form below or other written
      instrument of transfer in form satisfactory to the Trust Administrator duly
      executed by, the Holder hereof or such Holder's attorney duly authorized in
      writing, and thereupon one or more new Certificates of the same Class in
      authorized denominations evidencing the same aggregate Percentage Interest
      will
      be issued to the designated transferee or transferees.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same.  No
      service charge will be made for any such registration of transfer or exchange
      of
      Certificates, but the Trust Administrator may require payment of a sum
      sufficient to cover any tax or other governmental charge that may be imposed
      in
      connection with any transfer or exchange of Certificates.

     

    The
      Depositor, the Servicer, the Trust Administrator, the Trustee and any agent
      of
      the Depositor, the Servicer, the Trust Administrator or the Trustee may treat
      the Person in whose name this Certificate is registered as the owner hereof
      for
      all purposes, and none of the Depositor, the Servicer, the Trust Administrator,
      the Trustee nor any such agent shall be affected by notice to the
      contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Trust Administrator and required to be paid to them pursuant to the Agreement
      following the earlier of (i) the final payment or other liquidation (or any
      advance with respect thereto) of the last Mortgage Loan and REO Property
      remaining in the REMIC and (ii) the purchase by the party designated in the
      Agreement at a price determined as provided in the Agreement from the REMIC
      of
      all the Mortgage Loans and all property acquired in respect of such Mortgage
      Loans. The Agreement permits, but does not require, the party designated in
      the
      Agreement to purchase from the REMIC all the Mortgage Loans and all property
      acquired in respect of any Mortgage Loan at a price determined as provided
      in
      the Agreement. The exercise of such right will effect early retirement of the
      Certificates; however, such right to purchase is subject to the aggregate Stated
      Principal Balance of the Mortgage Loans at the time of purchase being less
      than
      10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
      Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      the
      Trustee assumes no responsibility for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Trust
      Administrator, by manual signature, this Certificate shall not be entitled
      to
      any benefit under the Agreement or be valid for any purpose.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    IN
      WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
      duly
      executed.

    


    Dated:
      October ___, 2007

    


    


    
      	 	
              Citibank,
                N.A., as Trust Administrator

               

            
	 	 
	 	 
	 	
              By:______________________________
                
                     
                Authorized Officer

               

            


    

    
 

    CERTIFICATE
      OF AUTHENTICATION

    


    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

    


    


    
      	 	
              Citibank,
                N.A., as Trust Administrator

               

            
	 	 
	 	 
	 	
              By:______________________________
                

                                    
                Authorized Signatory

               

            
	 	 
	 	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ABBREVIATIONS

     

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

     

    
      	
              TEN
                COM - as tenants in common

               

            	
              UNIF
                GIFT MIN ACT - Custodian

               

            
	
              TEN
                ENT - as tenants by the entireties

               

            	
              (Cust)
                (Minor) under

              Uniform
                Gifts to Minors Act

               

            
	
              JT
                TEN - as joint tenants with right

              if
                survivorship and not as

              tenants
                in common

               

            	
              _______________

                        
                (State)

               

            


    

    


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

     

    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and
      transfer(s)  unto
      _______________________________________________________________________________________________

    
      	 
	 


    

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee) a Percentage Interest equal to ____%
      evidenced by the within Asset-Backed Pass-Through Certificates and hereby
      authorize(s) the registration of transfer of such interest to assignee on the
      Certificate Register of the Trust Fund.

     

    I
      (we)
      further direct the Trust Administrator to issue a new Certificate of a like
      Percentage Interest and Class to the above named assignee and deliver such
      Certificate to the following address:

     

    
      	 
	 	
              .

            


    

    


    
      	
              Dated:

            	 
	 	
              Signature
                by or on behalf of assignor

            
	 	 
	 	 
	 	 
	 	
              Signature
                Guaranteed

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    Distributions
      shall be made, by wire transfer or otherwise, in immediately available funds
      to
      ___________________________________________________________________________
      _______________________________________________________________ for the account
      of _______________________________, account number
      ______________________________, or, if mailed by check,
      to__________________________________________________________________________________________________________________________________________________________________________

    
      	 	
              .

            


    

    Applicable
      statements should be mailed
      to____________________________________________________________________________________________________________________________________________

    
      	 	
              .

            


    

    This
      information is provided by ___________________________________________, the
      assignee named above, or ________________________________________, as its
      agent.

    


    EXHIBIT
      A-4

     

    FORM
      OF
      CLASS A-2C CERTIFICATE

     

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

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
      (THE “CODE”).

     

    ANY
      INITIAL PURCHASER OR TRANSFEREE OF  THIS CERTIFICATE SHALL BE DEEMED
      TO MAKE THE REPRESENTATIONS SET FORTH IN SECTION 5.02(B) OF THE
      AGREEMENT.

     

    


    
      	
              Series
                2007-WFHE4

               

            	
              Aggregate
                Certificate Principal Balance of the Class A-2C Certificates as of
                the
                Issue Date: $7,599,000.00

               

            
	
              Pass-Through
                Rate: Variable

               

            	
              Denomination:
                $7,599,000.00

               

            
	
              Cut-off
                Date and date of Pooling and Servicing Agreement: October 1,
                2007

               

            	
              Servicer:  Wells
                Fargo Bank, N.A.

               

            
	
              First
                Distribution Date: November 26, 2007

               

            	
              Trust
                Administrator:  Citibank, N.A.

               

            
	
              No.
                1

               

            	
              Trustee:
                U.S. Bank National Association

               

            
	 	
              Issue
                Date: October 31, 2007

               

            
	 	
              CUSIP:
                17313JAE4

               

            


    

    DISTRIBUTIONS
      IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
      MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
      AS
      THE DENOMINATION OF THIS CERTIFICATE.

     

    ASSET-BACKED  PASS-THROUGH
      CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
      primarily of a pool of conventional one- to four-family, fixed-rate and
      adjustable-rate, first lien and second lien mortgage loans (the “Mortgage
      Loans”) formed and sold by

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUST ADMINISTRATOR, THE TRUSTEE
      OR
      ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
      MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
      STATES.

     

    This
      certifies that Cede & Co. is the registered owner of a Percentage Interest
      (obtained by dividing the denomination of this Certificate by the aggregate
      Certificate Principal Balance of the Class A-2C Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      A-2C Certificates in the REMIC created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
      Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
      successor entity under the Agreement), the Servicer, the Trust Administrator
      and
      the Trustee, a summary of certain of the pertinent provisions of which is set
      forth hereafter.  To the extent not defined herein, the capitalized
      terms used herein have the meanings assigned in the Agreement.  This
      Certificate is issued under and is subject to the terms, provisions and
      conditions of the Agreement, to which Agreement the Holder of this Certificate
      by virtue of the acceptance hereof assents and by which such Holder is
      bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th day of
      each month
      or, if such 25th day is
      not a
      Business Day, the Business Day immediately following (a “Distribution Date”),
      commencing on the First Distribution Date specified above, to the Person in
      whose name this Certificate is registered on the Record Date, in an amount
      equal
      to the product of the Percentage Interest evidenced by this Certificate and
      the
      amount required to be distributed to the Holders of Class A-2C Certificates
      on
      such Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Trust Administrator by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Trust Administrator in writing at least five Business
      Days prior to the Record Date immediately prior to such Distribution Date or
      otherwise by check mailed by first class mail to the address of the Person
      entitled thereto, as such name and address shall appear on the Certificate
      Register. Notwithstanding the above, the final distribution on this Certificate
      will be made after due notice by the Trust Administrator of the pendency of
      such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Trust Administrator for that purpose as
      provided in the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Asset-Backed Pass-Through Certificates of the Series specified on the face
      hereof (herein called the “Certificates”) and representing the Percentage
      Interest specified above in the Class of Certificates to which the Certificate
      belongs.

     

    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans, all as more specifically set forth
      herein and in the Agreement. As provided in the Agreement, withdrawals from
      the
      Collection Account and the Distribution Account may be made from time to time
      for purposes other than distributions to Certificateholders, such purposes
      including reimbursement of advances made, or certain expenses incurred, with
      respect to the Mortgage Loans.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Servicer, the Trust Administrator and the Trustee and the rights of the
      Certificateholders, under the Agreement at any time by the Depositor, the
      Servicer, the Trust Administrator and the Trustee with the consent of the
      Holders of Certificates entitled to at least 66% of the Voting Rights. Any
      such
      consent by the Holder of this Certificate shall be conclusive and binding on
      such Holder and upon all future Holders of this Certificate and of any
      Certificate issued upon the transfer hereof or in exchange herefor or in lieu
      hereof whether or not notation of such consent is made upon this Certificate.
      The Agreement also permits the amendment thereof, in certain limited
      circumstances, without the consent of the Holders of any of the
      Certificates.

     

    No
      transfer of this Certificate to a Plan subject to ERISA or section 4975 of
      the
      Code, any Person acting, directly or indirectly, on behalf of any such Plan
      or
      any Person using "Plan Assets" to acquire this Certificate shall be made except
      in accordance with Section 5.02(b) of the Agreement.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Trust Administrator as provided in the Agreement,
      duly
      endorsed by, or accompanied by an assignment in the form below or other written
      instrument of transfer in form satisfactory to the Trust Administrator duly
      executed by, the Holder hereof or such Holder's attorney duly authorized in
      writing, and thereupon one or more new Certificates of the same Class in
      authorized denominations evidencing the same aggregate Percentage Interest
      will
      be issued to the designated transferee or transferees.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same.  No
      service charge will be made for any such registration of transfer or exchange
      of
      Certificates, but the Trust Administrator may require payment of a sum
      sufficient to cover any tax or other governmental charge that may be imposed
      in
      connection with any transfer or exchange of Certificates.

     

    The
      Depositor, the Servicer, the Trust Administrator, the Trustee and any agent
      of
      the Depositor, the Servicer, the Trust Administrator or the Trustee may treat
      the Person in whose name this Certificate is registered as the owner hereof
      for
      all purposes, and none of the Depositor, the Servicer, the Trust Administrator,
      the Trustee nor any such agent shall be affected by notice to the
      contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Trust Administrator and required to be paid to them pursuant to the Agreement
      following the earlier of (i) the final payment or other liquidation (or any
      advance with respect thereto) of the last Mortgage Loan and REO Property
      remaining in the REMIC and (ii) the purchase by the party designated in the
      Agreement at a price determined as provided in the Agreement from the REMIC
      of
      all the Mortgage Loans and all property acquired in respect of such Mortgage
      Loans. The Agreement permits, but does not require, the party designated in
      the
      Agreement to purchase from the REMIC all the Mortgage Loans and all property
      acquired in respect of any Mortgage Loan at a price determined as provided
      in
      the Agreement. The exercise of such right will effect early retirement of the
      Certificates; however, such right to purchase is subject to the aggregate Stated
      Principal Balance of the Mortgage Loans at the time of purchase being less
      than
      10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
      Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      the
      Trustee assumes no responsibility for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Trust
      Administrator, by manual signature, this Certificate shall not be entitled
      to
      any benefit under the Agreement or be valid for any purpose.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    IN
      WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
      duly
      executed.

    


    Dated:
      October ___, 2007

    


    


    
      	 	
              Citibank,
                N.A., as Trust Administrator

               

            
	 	 
	 	 
	 	
              By:______________________________
                

                                  
                Authorized Officer

               

            


    

     

    


    CERTIFICATE
      OF AUTHENTICATION

    


    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

    


    


    
      	 	
              Citibank,
                N.A., as Trust Administrator

               

            
	 	 
	 	 
	 	
              By:______________________________
                
                 
                Authorized Signatory

               

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    ABBREVIATIONS

     

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

     

    
      	
              TEN
                COM - as tenants in common

               

            	
              UNIF
                GIFT MIN ACT - Custodian

               

            
	
              TEN
                ENT - as tenants by the entireties

               

            	
              (Cust)
                (Minor) under

              Uniform
                Gifts to Minors Act

               

            
	
              JT
                TEN - as joint tenants with right

              if
                survivorship and not as

              tenants
                in common

               

            	
              _______________

                         
                (State)

               

            


    

    


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

     

    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and
      transfer(s)  unto
      _______________________________________________________________________________________________

    
      	 
	 


    

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee) a Percentage Interest equal to ____%
      evidenced by the within Asset-Backed Pass-Through Certificates and hereby
      authorize(s) the registration of transfer of such interest to assignee on the
      Certificate Register of the Trust Fund.

     

    I
      (we)
      further direct the Trust Administrator to issue a new Certificate of a like
      Percentage Interest and Class to the above named assignee and deliver such
      Certificate to the following address:

     

    
      	 
	 	
              .

            


    

    


    
      	
              Dated:

            	 
	 	
              Signature
                by or on behalf of assignor

            
	 	 
	 	 
	 	 
	 	
              Signature
                Guaranteed

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    Distributions
      shall be made, by wire transfer or otherwise, in immediately available funds
      to
      ___________________________________________________________________________
      _______________________________________________________________ for the account
      of _______________________________, account number
      ______________________________, or, if mailed by check,
      to__________________________________________________________________________________________________________________________________________________________________________

    
      	 	
              .

            


    

    Applicable
      statements should be mailed
      to____________________________________________________________________________________________________________________________________________

    
      	 	
              .

            


    

    This
      information is provided by ___________________________________________, the
      assignee named above, or ________________________________________, as its
      agent.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A-5

     

    FORM
      OF
      CLASS X-1 CERTIFICATE

     

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

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
      (THE “CODE”).

     

    NO
      TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
      ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
      AS
      AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
      DESCRIBED HEREIN.

     

    
      	
              Series
                2007-WFHE4

               

            	
              Original
                Notional Amount of the Class X-1 Certificates as of the Issue Date:
                $117,577,000.00

               

            
	
              Pass-Through
                Rate: Variable

               

            	
              Denomination:
                $117,577,000.00

               

            
	
              Cut-off
                Date and date of Pooling and Servicing Agreement: October 1,
                2007

               

            	
              Servicer:  Wells
                Fargo Bank, N.A.

               

            
	
              First
                Distribution Date: November 26, 2007

               

            	
              Trust
                Administrator:  Citibank, N.A.

               

            
	
              No.
                1

               

            	
              Trustee:
                U.S. Bank National Association

               

            
	 	
              Issue
                Date: October 31, 2007

               

            
	 	
              CUSIP:
                 17313JAA2

               

            


    

     

    ASSET-BACKED  PASS-THROUGH
      CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
      primarily of a pool of conventional one- to four-family, fixed-rate and
      adjustable-rate, first lien and second lien mortgage loans (the “Mortgage
      Loans”) formed and sold by

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUST ADMINISTRATOR, THE TRUSTEE
      OR
      ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
      MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
      STATES.

     

    This
      certifies that Cede & Co. is the registered owner of a Percentage Interest
      (obtained by dividing the Denomination of this Class X-1 Certificate by the
      Original Notional Amount) in that certain beneficial ownership interest
      evidenced by all the Class X-1 Certificates in the REMIC created pursuant to
      a
      Pooling and Servicing Agreement, dated as specified above (the “Agreement”),
      among Citigroup Mortgage Loan Trust Inc. (hereinafter called the “Depositor,”
which term includes any successor entity under the Agreement), the Servicer,
      the
      Trust Administrator and the Trustee, a summary of certain of the pertinent
      provisions of which is set forth hereafter.  To the extent not defined
      herein, the capitalized terms used herein have the meanings assigned in the
      Agreement.  This Certificate is issued under and is subject to the
      terms, provisions and conditions of the Agreement, to which Agreement the Holder
      of this Certificate by virtue of the acceptance hereof assents and by which
      such
      Holder is bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th day of
      each month
      or, if such 25th day is
      not a
      Business Day, the Business Day immediately following (a “Distribution Date”),
      commencing on the First Distribution Date specified above, to the Person in
      whose name this Certificate is registered on the Record Date, in an amount
      equal
      to the product of the Percentage Interest evidenced by this Certificate and
      the
      amount required to be distributed to the Holders of Class X-1 Certificates
      on
      such Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Trust Administrator by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Trust Administrator in writing at least five Business
      Days prior to the Record Date immediately prior to such Distribution Date or
      otherwise by check mailed by first class mail to the address of the Person
      entitled thereto, as such name and address shall appear on the Certificate
      Register. Notwithstanding the above, the final distribution on this Certificate
      will be made after due notice by the Trust Administrator of the pendency of
      such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Trust Administrator for that purpose as
      provided in the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Asset-Backed Pass-Through Certificates of the Series specified on the face
      hereof (herein called the “Certificates”) and representing the Percentage
      Interest specified above in the Class of Certificates to which the Certificate
      belongs.

     

    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans, all as more specifically set forth
      herein and in the Agreement. As provided in the Agreement, withdrawals from
      the
      Collection Account and the Distribution Account may be made from time to time
      for purposes other than distributions to Certificateholders, such purposes
      including reimbursement of advances made, or certain expenses incurred, with
      respect to the Mortgage Loans.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Servicer, the Trust Administrator and the Trustee and the rights of the
      Certificateholders, under the Agreement at any time by the Depositor, the
      Servicer, the Trust Administrator and the Trustee with the consent of the
      Holders of Certificates entitled to at least 66% of the Voting Rights. Any
      such
      consent by the Holder of this Certificate shall be conclusive and binding on
      such Holder and upon all future Holders of this Certificate and of any
      Certificate issued upon the transfer hereof or in exchange herefor or in lieu
      hereof whether or not notation of such consent is made upon this Certificate.
      The Agreement also permits the amendment thereof, in certain limited
      circumstances, without the consent of the Holders of any of the
      Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Trust Administrator as provided in the Agreement,
      duly
      endorsed by, or accompanied by an assignment in the form below or other written
      instrument of transfer in form satisfactory to the Trust Administrator duly
      executed by, the Holder hereof or such Holder's attorney duly authorized in
      writing, and thereupon one or more new Certificates of the same Class in
      authorized denominations evidencing the same aggregate Percentage Interest
      will
      be issued to the designated transferee or transferees.

     

    No
      transfer of this Certificate to a Plan subject to ERISA or section 4975 of
      the
      Code, any Person acting, directly or indirectly, on behalf of any such Plan
      or
      any Person using "Plan Assets" to acquire this Certificate shall be made except
      in accordance with Section 5.02(b) of the Agreement.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same.  No
      service charge will be made for any such registration of transfer or exchange
      of
      Certificates, but the Trust Administrator may require payment of a sum
      sufficient to cover any tax or other governmental charge that may be imposed
      in
      connection with any transfer or exchange of Certificates.

     

    The
      Depositor, the Servicer, the Trust Administrator, the Trustee and any agent
      of
      the Depositor, the Servicer, the Trust Administrator or the Trustee may treat
      the Person in whose name this Certificate is registered as the owner hereof
      for
      all purposes, and none of the Depositor, the Servicer, the Trust Administrator,
      the Trustee nor any such agent shall be affected by notice to the
      contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Trust Administrator and required to be paid to them pursuant to the Agreement
      following the earlier of (i) the final payment or other liquidation (or any
      advance with respect thereto) of the last Mortgage Loan and REO Property
      remaining in the REMIC and (ii) the purchase by the party designated in the
      Agreement at a price determined as provided in the Agreement from the REMIC
      of
      all the Mortgage Loans and all property acquired in respect of such Mortgage
      Loans. The Agreement permits, but does not require, the party designated in
      the
      Agreement to purchase from the REMIC all the Mortgage Loans and all property
      acquired in respect of any Mortgage Loan at a price determined as provided
      in
      the Agreement. The exercise of such right will effect early retirement of the
      Certificates; however, such right to purchase is subject to the aggregate Stated
      Principal Balance of the Mortgage Loans at the time of purchase being less
      than
      10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
      Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      the
      Trustee assumes no responsibility for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Trust
      Administrator, by manual signature, this Certificate shall not be entitled
      to
      any benefit under the Agreement or be valid for any purpose.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    IN
      WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
      duly
      executed.

    


    Dated:
      October ___, 2007

    


    


    
      	 	
              Citibank,
                N.A., as Trust Administrator

               

            
	 	 
	 	 
	 	
              By:______________________________
                    
                 Authorized Officer

               

            


    

     

    


    CERTIFICATE
      OF AUTHENTICATION

    


    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

    


    


    
      	 	
              Citibank,
                N.A., as Trust Administrator

               

            
	 	 
	 	 
	 	
              By:______________________________
                

                                
                Authorized Signatory

               

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    ABBREVIATIONS

     

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

     

    
      	
              TEN
                COM - as tenants in common

               

            	
              UNIF
                GIFT MIN ACT - Custodian

               

            
	
              TEN
                ENT - as tenants by the entireties

               

            	
              (Cust)
                (Minor) under

              Uniform
                Gifts to Minors Act

               

            
	
              JT
                TEN - as joint tenants with right

              if
                survivorship and not as

              tenants
                in common

               

            	
              _______________

                         
                (State)

               

            


    

    


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

     

    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and
      transfer(s)  unto
      ________________________________________________________________________________________________

    
      	 
	 


    

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee) a Percentage Interest equal to ____%
      evidenced by the within Asset-Backed Pass-Through Certificates and hereby
      authorize(s) the registration of transfer of such interest to assignee on the
      Certificate Register of the Trust Fund.

     

    I
      (we)
      further direct the Trust Administrator to issue a new Certificate of a like
      Percentage Interest and Class to the above named assignee and deliver such
      Certificate to the following address:

     

    
      	 
	 	
              .

            


    

    


    
      	
              Dated:

            	 
	 	
              Signature
                by or on behalf of assignor

            
	 	 
	 	 
	 	 
	 	
              Signature
                Guaranteed

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    Distributions
      shall be made, by wire transfer or otherwise, in immediately available funds
      to
      ______________________________________________________________________________________________
      _______________________________________________________________ for the account
      of _______________________________, account number
      ______________________________, or, if mailed by check,
      to__________________________________________________________________________________________________________________________________________________________________________

    
      	 	
              .

            


    

    Applicable
      statements should be mailed
      to___________________________________________

    
      	 	
              .

            


    

    This
      information is provided by ___________________________________________, the
      assignee named above, or ________________________________________, as its
      agent

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
      A-6

     

    FORM
      OF
      CLASS M-1 CERTIFICATE

     

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

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
      (THE “CODE”).

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES AND THE CLASS X-1
      CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
      REFERRED TO HEREIN.

     

    NO
      TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
      ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
      AS
      AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
      DESCRIBED HEREIN.

     

    
      	
              Series
                2007-WFHE4

               

            	
              Aggregate
                Certificate Principal Balance of the Class M-1 Certificates as of
                the
                Issue Date: $9,812,000.00

               

            
	
              Pass-Through
                Rate: Variable

               

            	
              Denomination:
                $9,812,000.00

               

            
	
              Cut-off
                Date and date of Pooling and Servicing Agreement: October 1,
                2007

               

            	
              Servicer:  Wells
                Fargo Bank, N.A.

               

            
	
              First
                Distribution Date: November 26, 2007

               

            	
              Trust
                Administrator:  Citibank, N.A.

               

            
	
              No.
                1

               

            	
              Trustee:
                U.S. Bank National Association

               

            
	 	
              Issue
                Date: October 31, 2007

               

            
	 	
              CUSIP:
                 17313JAF1

               

            


    

    DISTRIBUTIONS
      IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
      MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
      AS
      THE DENOMINATION OF THIS CERTIFICATE.

     

    ASSET-BACKED  PASS-THROUGH
      CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
      primarily of a pool of conventional one- to four-family, fixed-rate and
      adjustable-rate, first lien and second lien mortgage loans (the “Mortgage
      Loans”) formed and sold by

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUST ADMINISTRATOR, THE TRUSTEE
      OR
      ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
      MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
      STATES.

     

    This
      certifies that Cede & Co. is the registered owner of a Percentage Interest
      (obtained by dividing the denomination of this Certificate by the aggregate
      Certificate Principal Balance of the Class M-1 Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      M-1 Certificates in the REMIC created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
      Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
      successor entity under the Agreement), the Servicer, the Trust Administrator
      and
      the Trustee, a summary of certain of the pertinent provisions of which is set
      forth hereafter.  To the extent not defined herein, the capitalized
      terms used herein have the meanings assigned in the Agreement.  This
      Certificate is issued under and is subject to the terms, provisions and
      conditions of the Agreement, to which Agreement the Holder of this Certificate
      by virtue of the acceptance hereof assents and by which such Holder is
      bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th day of
      each month
      or, if such 25th day is
      not a
      Business Day, the Business Day immediately following (a “Distribution Date”),
      commencing on the First Distribution Date specified above, to the Person in
      whose name this Certificate is registered on the Record Date, in an amount
      equal
      to the product of the Percentage Interest evidenced by this Certificate and
      the
      amount required to be distributed to the Holders of Class M-1 Certificates
      on
      such Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Trust Administrator by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Trust Administrator in writing at least five Business
      Days prior to the Record Date immediately prior to such Distribution Date or
      otherwise by check mailed by first class mail to the address of the Person
      entitled thereto, as such name and address shall appear on the Certificate
      Register. Notwithstanding the above, the final distribution on this Certificate
      will be made after due notice by the Trust Administrator of the pendency of
      such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Trust Administrator for that purpose as
      provided in the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Asset-Backed Pass-Through Certificates of the Series specified on the face
      hereof (herein called the “Certificates”) and representing the Percentage
      Interest specified above in the Class of Certificates to which the Certificate
      belongs.

     

    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans, all as more specifically set forth
      herein and in the Agreement. As provided in the Agreement, withdrawals from
      the
      Collection Account and the Distribution Account may be made from time to time
      for purposes other than distributions to Certificateholders, such purposes
      including reimbursement of advances made, or certain expenses incurred, with
      respect to the Mortgage Loans.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Servicer, the Trust Administrator and the Trustee and the rights of the
      Certificateholders, under the Agreement at any time by the Depositor, the
      Servicer, the Trust Administrator and the Trustee with the consent of the
      Holders of Certificates entitled to at least 66% of the Voting Rights. Any
      such
      consent by the Holder of this Certificate shall be conclusive and binding on
      such Holder and upon all future Holders of this Certificate and of any
      Certificate issued upon the transfer hereof or in exchange herefor or in lieu
      hereof whether or not notation of such consent is made upon this Certificate.
      The Agreement also permits the amendment thereof, in certain limited
      circumstances, without the consent of the Holders of any of the
      Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Trust Administrator as provided in the Agreement,
      duly
      endorsed by, or accompanied by an assignment in the form below or other written
      instrument of transfer in form satisfactory to the Trust Administrator duly
      executed by, the Holder hereof or such Holder's attorney duly authorized in
      writing, and thereupon one or more new Certificates of the same Class in
      authorized denominations evidencing the same aggregate Percentage Interest
      will
      be issued to the designated transferee or transferees.

     

    No
      transfer of this Certificate to a Plan subject to ERISA or section 4975 of
      the
      Code, any Person acting, directly or indirectly, on behalf of any such Plan
      or
      any Person using "Plan Assets" to acquire this Certificate shall be made except
      in accordance with Section 5.02(b) of the Agreement.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same.  No
      service charge will be made for any such registration of transfer or exchange
      of
      Certificates, but the Trust Administrator may require payment of a sum
      sufficient to cover any tax or other governmental charge that may be imposed
      in
      connection with any transfer or exchange of Certificates.

     

    The
      Depositor, the Servicer, the Trust Administrator, the Trustee and any agent
      of
      the Depositor, the Servicer, the Trust Administrator or the Trustee may treat
      the Person in whose name this Certificate is registered as the owner hereof
      for
      all purposes, and none of the Depositor, the Servicer, the Trust Administrator,
      the Trustee nor any such agent shall be affected by notice to the
      contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Trust Administrator and required to be paid to them pursuant to the Agreement
      following the earlier of (i) the final payment or other liquidation (or any
      advance with respect thereto) of the last Mortgage Loan and REO Property
      remaining in the REMIC and (ii) the purchase by the party designated in the
      Agreement at a price determined as provided in the Agreement from the REMIC
      of
      all the Mortgage Loans and all property acquired in respect of such Mortgage
      Loans. The Agreement permits, but does not require, the party designated in
      the
      Agreement to purchase from the REMIC all the Mortgage Loans and all property
      acquired in respect of any Mortgage Loan at a price determined as provided
      in
      the Agreement. The exercise of such right will effect early retirement of the
      Certificates; however, such right to purchase is subject to the aggregate Stated
      Principal Balance of the Mortgage Loans at the time of purchase being less
      than
      10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
      Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      the
      Trustee assumes no responsibility for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Trust
      Administrator, by manual signature, this Certificate shall not be entitled
      to
      any benefit under the Agreement or be valid for any purpose.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    IN
      WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
      duly
      executed.

    


    Dated:
      October ___, 2007

    


    


    
      	 	
              Citibank,
                N.A., as Trust Administrator

               

            
	 	 
	 	 
	 	
              By:______________________________

                                
                 Authorized Officer

               

            


    

     

    CERTIFICATE
      OF AUTHENTICATION

    


    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

    


    


    
      	 	
              Citibank,
                N.A., as Trust Administrator

               

            
	 	 
	 	 
	 	
              By:______________________________
                

                                  
                Authorized Signatory

               

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    ABBREVIATIONS

     

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

     

    
      	
              TEN
                COM - as tenants in common

               

            	
              UNIF
                GIFT MIN ACT - Custodian

               

            
	
              TEN
                ENT - as tenants by the entireties

               

            	
              (Cust)
                (Minor) under

              Uniform
                Gifts to Minors Act

               

            
	
              JT
                TEN - as joint tenants with right

              if
                survivorship and not as

              tenants
                in common

               

            	
              _______________

                         
                (State)

               

            


    

    


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

     

    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and
      transfer(s)  unto
      ________________________________________________________________________________________________

    
      	 
	 


    

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee) a Percentage Interest equal to ____%
      evidenced by the within Asset-Backed Pass-Through Certificates and hereby
      authorize(s) the registration of transfer of such interest to assignee on the
      Certificate Register of the Trust Fund.

     

    I
      (we)
      further direct the Trust Administrator to issue a new Certificate of a like
      Percentage Interest and Class to the above named assignee and deliver such
      Certificate to the following address:

     

    
      	 
	 	
              .

            


    

    


    
      	
              Dated:

            	 
	 	
              Signature
                by or on behalf of assignor

            
	 	 
	 	 
	 	 
	 	
              Signature
                Guaranteed

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    Distributions
      shall be made, by wire transfer or otherwise, in immediately available funds
      to
      _______________________________________________________________________________________________
      _______________________________________________________________ for the account
      of _______________________________, account number
      ______________________________, or, if mailed by check,
      to__________________________________________________________________________________________________________________________________________________________________________

    
      	 	
              .

            


    

    Applicable
      statements should be mailed
      to___________________________________________

    
      	 	
              .

            


    

    This
      information is provided by ___________________________________________, the
      assignee named above, or ________________________________________, as its
      agent.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
      A-7

     

    FORM
      OF
      CLASS M-2 CERTIFICATE

     

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

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
      (THE “CODE”).

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS X-1
      CERTIFICATES AND THE CLASS M-1 CERTIFICATES TO THE EXTENT DESCRIBED IN THE
      POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

     

    NO
      TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
      ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
      AS
      AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
      DESCRIBED HEREIN.

     

    
      	
              Series
                2007-WFHE4

               

            	
              Aggregate
                Certificate Principal Balance of the Class M-2 Certificates as of
                the
                Issue Date: $8,120,000.00

               

            
	
              Pass-Through
                Rate: Variable

               

            	
              Denomination:
                $8,120,000.00

               

            
	
              Cut-off
                Date and date of Pooling and Servicing Agreement: October 1,
                2007

               

            	
              Servicer:  Wells
                Fargo Bank, N.A.

               

            
	
              First
                Distribution Date: November 26, 2007

               

            	
              Trust
                Administrator:  Citibank, N.A.

               

            
	
              No.
                1

               

            	
              Trustee:
                U.S. Bank National Association

               

            
	 	
              Issue
                Date: October 31, 2007

               

            
	 	
              CUSIP:
                17313JAJ3

               

            


    

    DISTRIBUTIONS
      IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
      MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
      AS
      THE DENOMINATION OF THIS CERTIFICATE.

     

    ASSET-BACKED  PASS-THROUGH
      CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
      primarily of a pool of conventional one- to four-family, fixed-rate and
      adjustable-rate, first lien and second lien mortgage loans (the “Mortgage
      Loans”) formed and sold by

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUST ADMINISTRATOR, THE TRUSTEE
      OR
      ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
      MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
      STATES.

     

    This
      certifies that Cede & Co. is the registered owner of a Percentage Interest
      (obtained by dividing the denomination of this Certificate by the aggregate
      Certificate Principal Balance of the Class M-2 Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      M-2 Certificates in the REMIC created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
      Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
      successor entity under the Agreement), the Servicer, the Trust Administrator
      and
      the Trustee, a summary of certain of the pertinent provisions of which is set
      forth hereafter.  To the extent not defined herein, the capitalized
      terms used herein have the meanings assigned in the Agreement.  This
      Certificate is issued under and is subject to the terms, provisions and
      conditions of the Agreement, to which Agreement the Holder of this Certificate
      by virtue of the acceptance hereof assents and by which such Holder is
      bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th day of
      each month
      or, if such 25th day is
      not a
      Business Day, the Business Day immediately following (a “Distribution Date”),
      commencing on the First Distribution Date specified above, to the Person in
      whose name this Certificate is registered on the Record Date, in an amount
      equal
      to the product of the Percentage Interest evidenced by this Certificate and
      the
      amount required to be distributed to the Holders of Class M-2 Certificates
      on
      such Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Trust Administrator by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Trust Administrator in writing at least five Business
      Days prior to the Record Date immediately prior to such Distribution Date or
      otherwise by check mailed by first class mail to the address of the Person
      entitled thereto, as such name and address shall appear on the Certificate
      Register. Notwithstanding the above, the final distribution on this Certificate
      will be made after due notice by the Trust Administrator of the pendency of
      such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Trust Administrator for that purpose as
      provided in the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Asset-Backed Pass-Through Certificates of the Series specified on the face
      hereof (herein called the “Certificates”) and representing the Percentage
      Interest specified above in the Class of Certificates to which the Certificate
      belongs.

     

    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans, all as more specifically set forth
      herein and in the Agreement. As provided in the Agreement, withdrawals from
      the
      Collection Account and the Distribution Account may be made from time to time
      for purposes other than distributions to Certificateholders, such purposes
      including reimbursement of advances made, or certain expenses incurred, with
      respect to the Mortgage Loans.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Servicer, the Trust Administrator and the Trustee and the rights of the
      Certificateholders, under the Agreement at any time by the Depositor, the
      Servicer, the Trust Administrator and the Trustee with the consent of the
      Holders of Certificates entitled to at least 66% of the Voting Rights. Any
      such
      consent by the Holder of this Certificate shall be conclusive and binding on
      such Holder and upon all future Holders of this Certificate and of any
      Certificate issued upon the transfer hereof or in exchange herefor or in lieu
      hereof whether or not notation of such consent is made upon this Certificate.
      The Agreement also permits the amendment thereof, in certain limited
      circumstances, without the consent of the Holders of any of the
      Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Trust Administrator as provided in the Agreement,
      duly
      endorsed by, or accompanied by an assignment in the form below or other written
      instrument of transfer in form satisfactory to the Trust Administrator duly
      executed by, the Holder hereof or such Holder's attorney duly authorized in
      writing, and thereupon one or more new Certificates of the same Class in
      authorized denominations evidencing the same aggregate Percentage Interest
      will
      be issued to the designated transferee or transferees.

     

    No
      transfer of this Certificate to a Plan subject to ERISA or section 4975 of
      the
      Code, any Person acting, directly or indirectly, on behalf of any such Plan
      or
      any Person using "Plan Assets" to acquire this Certificate shall be made except
      in accordance with Section 5.02(b) of the Agreement.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same.  No
      service charge will be made for any such registration of transfer or exchange
      of
      Certificates, but the Trust Administrator may require payment of a sum
      sufficient to cover any tax or other governmental charge that may be imposed
      in
      connection with any transfer or exchange of Certificates.

     

    The
      Depositor, the Servicer, the Trust Administrator, the Trustee and any agent
      of
      the Depositor, the Servicer, the Trust Administrator or the Trustee may treat
      the Person in whose name this Certificate is registered as the owner hereof
      for
      all purposes, and none of the Depositor, the Servicer, the Trust Administrator,
      the Trustee nor any such agent shall be affected by notice to the
      contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Trust Administrator and required to be paid to them pursuant to the Agreement
      following the earlier of (i) the final payment or other liquidation (or any
      advance with respect thereto) of the last Mortgage Loan and REO Property
      remaining in the REMIC and (ii) the purchase by the party designated in the
      Agreement at a price determined as provided in the Agreement from the REMIC
      of
      all the Mortgage Loans and all property acquired in respect of such Mortgage
      Loans. The Agreement permits, but does not require, the party designated in
      the
      Agreement to purchase from the REMIC all the Mortgage Loans and all property
      acquired in respect of any Mortgage Loan at a price determined as provided
      in
      the Agreement. The exercise of such right will effect early retirement of the
      Certificates; however, such right to purchase is subject to the aggregate Stated
      Principal Balance of the Mortgage Loans at the time of purchase being less
      than
      10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
      Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      the
      Trustee assumes no responsibility for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Trust
      Administrator, by manual signature, this Certificate shall not be entitled
      to
      any benefit under the Agreement or be valid for any purpose.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    IN
      WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
      duly
      executed.

    


    Dated:
      October ___, 2007

    


    


    
      	 	
              Citibank,
                N.A., as Trust Administrator

               

            
	 	 
	 	 
	 	
              By:______________________________
                
                     
                Authorized Officer

               

            


    

     

    


    CERTIFICATE
      OF AUTHENTICATION

    


    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

    


    


    
      	 	
              Citibank,
                N.A., as Trust Administrator

               

            
	 	 
	 	 
	 	
              By:______________________________
                 
                 Authorized Signatory

               

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    ABBREVIATIONS

     

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

     

    
      	
              TEN
                COM - as tenants in common

               

            	
              UNIF
                GIFT MIN ACT - Custodian

               

            
	
              TEN
                ENT - as tenants by the entireties

               

            	
              (Cust)
                (Minor) under

              Uniform
                Gifts to Minors Act

               

            
	
              JT
                TEN - as joint tenants with right

              if
                survivorship and not as

              tenants
                in common

               

            	
              _______________

                         
                (State)

               

            


    

    


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

     

    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and
      transfer(s)  unto
      _______________________________________________________________________________________________

    
      	 
	 


    

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee) a Percentage Interest equal to ____%
      evidenced by the within Asset-Backed Pass-Through Certificates and hereby
      authorize(s) the registration of transfer of such interest to assignee on the
      Certificate Register of the Trust Fund.

     

    I
      (we)
      further direct the Trust Administrator to issue a new Certificate of a like
      Percentage Interest and Class to the above named assignee and deliver such
      Certificate to the following address:

     

    
      	 
	 	
              .

            


    

    


    
      	
              Dated:

            	 
	 	
              Signature
                by or on behalf of assignor

            
	 	 
	 	 
	 	 
	 	
              Signature
                Guaranteed

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    Distributions
      shall be made, by wire transfer or otherwise, in immediately available funds
      to
      ________________________________________________________________________________________________
      _______________________________________________________________ for the account
      of _______________________________, account number
      ______________________________, or, if mailed by check,
      to___________________________________________________________________________________________________________________________________________________________________________

    
      	 	
              .

            


    

    Applicable
      statements should be mailed
      to___________________________________________________________________________________________________________________________________________

    
      	 	
              .

            


    

    This
      information is provided by ___________________________________________, the
      assignee named above, or ________________________________________, as its
      agent.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
      A-8

     

    FORM
      OF
      CLASS M-3A CERTIFICATE

     

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

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
      (THE “CODE”).

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS X-1
      CERTIFICATES,  THE CLASS M-1 CERTIFICATES AND THE CLASS M-2
      CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
      REFERRED TO HEREIN.

     

    NO
      TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
      ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
      AS
      AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
      DESCRIBED HEREIN.

     

    
      	
              Series
                2007-WFHE4

               

            	
              Aggregate
                Certificate Principal Balance of the Class M-3A Certificates as of
                the
                Issue Date: $6,507,000.00

               

            
	
              Pass-Through
                Rate: Variable

               

            	
              Denomination:
                $6,507,000.00

               

            
	
              Cut-off
                Date and date of Pooling and Servicing Agreement: October 1,
                2007

               

            	
              Servicer:  Wells
                Fargo Bank, N.A.

               

            
	
              First
                Distribution Date: November 26, 2007

               

            	
              Trust
                Administrator:  Citibank, N.A.

               

            
	
              No.
                1

               

            	
              Trustee:
                U.S. Bank National Association

               

            
	 	
              Issue
                Date: October 31, 2007

               

            
	 	
              CUSIP:
                17313JAK0

               

            


    

    DISTRIBUTIONS
      IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
      MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
      AS
      THE DENOMINATION OF THIS CERTIFICATE.


     

    ASSET-BACKED  PASS-THROUGH
      CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
      primarily of a pool of conventional one- to four-family, fixed-rate and
      adjustable-rate, first lien and second lien mortgage loans (the “Mortgage
      Loans”) formed and sold by

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUST ADMINISTRATOR, THE TRUSTEE
      OR
      ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
      MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
      STATES.

     

    This
      certifies that Cede & Co. is the registered owner of a Percentage Interest
      (obtained by dividing the denomination of this Certificate by the aggregate
      Certificate Principal Balance of the Class M-3A Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      M-3A Certificates in the REMIC created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
      Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
      successor entity under the Agreement), the Servicer, the Trust Administrator
      and
      the Trustee, a summary of certain of the pertinent provisions of which is set
      forth hereafter.  To the extent not defined herein, the capitalized
      terms used herein have the meanings assigned in the Agreement.  This
      Certificate is issued under and is subject to the terms, provisions and
      conditions of the Agreement, to which Agreement the Holder of this Certificate
      by virtue of the acceptance hereof assents and by which such Holder is
      bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th day of
      each month
      or, if such 25th day is
      not a
      Business Day, the Business Day immediately following (a “Distribution Date”),
      commencing on the First Distribution Date specified above, to the Person in
      whose name this Certificate is registered on the Record Date, in an amount
      equal
      to the product of the Percentage Interest evidenced by this Certificate and
      the
      amount required to be distributed to the Holders of Class M-3A Certificates
      on
      such Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Trust Administrator by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Trust Administrator in writing at least five Business
      Days prior to the Record Date immediately prior to such Distribution Date or
      otherwise by check mailed by first class mail to the address of the Person
      entitled thereto, as such name and address shall appear on the Certificate
      Register. Notwithstanding the above, the final distribution on this Certificate
      will be made after due notice by the Trust Administrator of the pendency of
      such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Trust Administrator for that purpose as
      provided in the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Asset-Backed Pass-Through Certificates of the Series specified on the face
      hereof (herein called the “Certificates”) and representing the Percentage
      Interest specified above in the Class of Certificates to which the Certificate
      belongs.

     

    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans, all as more specifically set forth
      herein and in the Agreement. As provided in the Agreement, withdrawals from
      the
      Collection Account and the Distribution Account may be made from time to time
      for purposes other than distributions to Certificateholders, such purposes
      including reimbursement of advances made, or certain expenses incurred, with
      respect to the Mortgage Loans.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Servicer, the Trust Administrator and the Trustee and the rights of the
      Certificateholders, under the Agreement at any time by the Depositor, the
      Servicer, the Trust Administrator and the Trustee with the consent of the
      Holders of Certificates entitled to at least 66% of the Voting Rights. Any
      such
      consent by the Holder of this Certificate shall be conclusive and binding on
      such Holder and upon all future Holders of this Certificate and of any
      Certificate issued upon the transfer hereof or in exchange herefor or in lieu
      hereof whether or not notation of such consent is made upon this Certificate.
      The Agreement also permits the amendment thereof, in certain limited
      circumstances, without the consent of the Holders of any of the
      Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Trust Administrator as provided in the Agreement,
      duly
      endorsed by, or accompanied by an assignment in the form below or other written
      instrument of transfer in form satisfactory to the Trust Administrator duly
      executed by, the Holder hereof or such Holder's attorney duly authorized in
      writing, and thereupon one or more new Certificates of the same Class in
      authorized denominations evidencing the same aggregate Percentage Interest
      will
      be issued to the designated transferee or transferees.

     

    No
      transfer of this Certificate to a Plan subject to ERISA or section 4975 of
      the
      Code, any Person acting, directly or indirectly, on behalf of any such Plan
      or
      any Person using "Plan Assets" to acquire this Certificate shall be made except
      in accordance with Section 5.02(b) of the Agreement.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same.  No
      service charge will be made for any such registration of transfer or exchange
      of
      Certificates, but the Trust Administrator may require payment of a sum
      sufficient to cover any tax or other governmental charge that may be imposed
      in
      connection with any transfer or exchange of Certificates.

     

    The
      Depositor, the Servicer, the Trust Administrator, the Trustee and any agent
      of
      the Depositor, the Servicer, the Trust Administrator or the Trustee may treat
      the Person in whose name this Certificate is registered as the owner hereof
      for
      all purposes, and none of the Depositor, the Servicer, the Trust Administrator,
      the Trustee nor any such agent shall be affected by notice to the
      contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Trust Administrator and required to be paid to them pursuant to the Agreement
      following the earlier of (i) the final payment or other liquidation (or any
      advance with respect thereto) of the last Mortgage Loan and REO Property
      remaining in the REMIC and (ii) the purchase by the party designated in the
      Agreement at a price determined as provided in the Agreement from the REMIC
      of
      all the Mortgage Loans and all property acquired in respect of such Mortgage
      Loans. The Agreement permits, but does not require, the party designated in
      the
      Agreement to purchase from the REMIC all the Mortgage Loans and all property
      acquired in respect of any Mortgage Loan at a price determined as provided
      in
      the Agreement. The exercise of such right will effect early retirement of the
      Certificates; however, such right to purchase is subject to the aggregate Stated
      Principal Balance of the Mortgage Loans at the time of purchase being less
      than
      10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
      Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      the
      Trustee assumes no responsibility for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Trust
      Administrator, by manual signature, this Certificate shall not be entitled
      to
      any benefit under the Agreement or be valid for any purpose.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    IN
      WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
      duly
      executed.

    


    Dated:
      October ___, 2007

    


    


    
      	 	
              Citibank,
                N.A., as Trust Administrator

               

            
	 	 
	 	 
	 	
              By:______________________________
                
                    
                Authorized Officer

               

            


    

    


    


    CERTIFICATE
      OF AUTHENTICATION

    


    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

    


    


    
      	 	
              Citibank,
                N.A., as Trust Administrator

               

            
	 	 
	 	 
	 	
              By:______________________________
                
                   
                Authorized Signatory

               

            


    

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ABBREVIATIONS

     

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

     

    
      	
              TEN
                COM - as tenants in common

               

            	
              UNIF
                GIFT MIN ACT - Custodian

               

            
	
              TEN
                ENT - as tenants by the entireties

               

            	
              (Cust)
                (Minor) under

              Uniform
                Gifts to Minors Act

               

            
	
              JT
                TEN - as joint tenants with right

              if
                survivorship and not as

              tenants
                in common

               

            	
              _______________

                         
                (State)

               

            


    

    


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

     

    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and
      transfer(s)  unto
      ________________________________________________________________________________________________

    
      	 
	 


    

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee) a Percentage Interest equal to ____%
      evidenced by the within Asset-Backed Pass-Through Certificates and hereby
      authorize(s) the registration of transfer of such interest to assignee on the
      Certificate Register of the Trust Fund.

     

    I
      (we)
      further direct the Trust Administrator to issue a new Certificate of a like
      Percentage Interest and Class to the above named assignee and deliver such
      Certificate to the following address:

     

    
      	 
	 	
              .

            


    

    


    
      	
              Dated:

            	 
	 	
              Signature
                by or on behalf of assignor

            
	 	 
	 	 
	 	 
	 	
              Signature
                Guaranteed

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    Distributions
      shall be made, by wire transfer or otherwise, in immediately available funds
      to
      _______________________________________________________________________________________________
      _______________________________________________________________ for the account
      of _______________________________, account number
      ______________________________, or, if mailed by check,
      to__________________________________________________________________________________________________________________________________________________________________________

    
      	 	
              .

            


    

    Applicable
      statements should be mailed
      to____________________________________________________________________________________________________________________________________________

    
      	 	
              .

            


    

    This
      information is provided by ___________________________________________, the
      assignee named above, or ________________________________________, as its
      agent.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
      A-9

     

    FORM
      OF
      CLASS M-3B CERTIFICATE

     

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

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
      (THE “CODE”).

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS X-1
      CERTIFICATES,  THE CLASS M-1 CERTIFICATES AND THE CLASS M-2
      CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
      REFERRED TO HEREIN.

     

    NO
      TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
      ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
      AS
      AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
      DESCRIBED HEREIN.

     

    
      	
              Series
                2007-WFHE4

               

            	
              Aggregate
                Certificate Principal Balance of the Class M-3B Certificates as of
                the
                Issue Date: $8,380,000.00

               

            
	
              Pass-Through
                Rate: Variable

               

            	
              Denomination:
                $8,380,000.00

               

            
	
              Cut-off
                Date and date of Pooling and Servicing Agreement: October 1,
                2007

               

            	
              Servicer:  Wells
                Fargo Bank, N.A.

               

            
	
              First
                Distribution Date: November 26, 2007

               

            	
              Trust
                Administrator:  Citibank, N.A.

               

            
	
              No.
                1

               

            	
              Trustee:
                U.S. Bank National Association

               

            
	 	
              Issue
                Date: October 31, 2007

               

            
	 	
              CUSIP:
                17313JAL8

               

            


    

    DISTRIBUTIONS
      IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
      MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
      AS
      THE DENOMINATION OF THIS CERTIFICATE.

     

    ASSET-BACKED  PASS-THROUGH
      CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
      primarily of a pool of conventional one- to four-family, fixed-rate and
      adjustable-rate, first lien and second lien mortgage loans (the “Mortgage
      Loans”) formed and sold by

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUST ADMINISTRATOR, THE TRUSTEE
      OR
      ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
      MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
      STATES.

     

    This
      certifies that Cede & Co. is the registered owner of a Percentage Interest
      (obtained by dividing the denomination of this Certificate by the aggregate
      Certificate Principal Balance of the Class M-3B Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      M-3B Certificates in the REMIC created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
      Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
      successor entity under the Agreement), the Servicer, the Trust Administrator
      and
      the Trustee, a summary of certain of the pertinent provisions of which is set
      forth hereafter.  To the extent not defined herein, the capitalized
      terms used herein have the meanings assigned in the Agreement.  This
      Certificate is issued under and is subject to the terms, provisions and
      conditions of the Agreement, to which Agreement the Holder of this Certificate
      by virtue of the acceptance hereof assents and by which such Holder is
      bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th day of
      each month
      or, if such 25th day is
      not a
      Business Day, the Business Day immediately following (a “Distribution Date”),
      commencing on the First Distribution Date specified above, to the Person in
      whose name this Certificate is registered on the Record Date, in an amount
      equal
      to the product of the Percentage Interest evidenced by this Certificate and
      the
      amount required to be distributed to the Holders of Class M-3B Certificates
      on
      such Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Trust Administrator by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Trust Administrator in writing at least five Business
      Days prior to the Record Date immediately prior to such Distribution Date or
      otherwise by check mailed by first class mail to the address of the Person
      entitled thereto, as such name and address shall appear on the Certificate
      Register. Notwithstanding the above, the final distribution on this Certificate
      will be made after due notice by the Trust Administrator of the pendency of
      such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Trust Administrator for that purpose as
      provided in the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Asset-Backed Pass-Through Certificates of the Series specified on the face
      hereof (herein called the “Certificates”) and representing the Percentage
      Interest specified above in the Class of Certificates to which the Certificate
      belongs.

     

    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans, all as more specifically set forth
      herein and in the Agreement. As provided in the Agreement, withdrawals from
      the
      Collection Account and the Distribution Account may be made from time to time
      for purposes other than distributions to Certificateholders, such purposes
      including reimbursement of advances made, or certain expenses incurred, with
      respect to the Mortgage Loans.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Servicer, the Trust Administrator and the Trustee and the rights of the
      Certificateholders, under the Agreement at any time by the Depositor, the
      Servicer, the Trust Administrator and the Trustee with the consent of the
      Holders of Certificates entitled to at least 66% of the Voting Rights. Any
      such
      consent by the Holder of this Certificate shall be conclusive and binding on
      such Holder and upon all future Holders of this Certificate and of any
      Certificate issued upon the transfer hereof or in exchange herefor or in lieu
      hereof whether or not notation of such consent is made upon this Certificate.
      The Agreement also permits the amendment thereof, in certain limited
      circumstances, without the consent of the Holders of any of the
      Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Trust Administrator as provided in the Agreement,
      duly
      endorsed by, or accompanied by an assignment in the form below or other written
      instrument of transfer in form satisfactory to the Trust Administrator duly
      executed by, the Holder hereof or such Holder's attorney duly authorized in
      writing, and thereupon one or more new Certificates of the same Class in
      authorized denominations evidencing the same aggregate Percentage Interest
      will
      be issued to the designated transferee or transferees.

     

    No
      transfer of this Certificate to a Plan subject to ERISA or section 4975 of
      the
      Code, any Person acting, directly or indirectly, on behalf of any such Plan
      or
      any Person using "Plan Assets" to acquire this Certificate shall be made except
      in accordance with Section 5.02(b) of the Agreement.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same.  No
      service charge will be made for any such registration of transfer or exchange
      of
      Certificates, but the Trust Administrator may require payment of a sum
      sufficient to cover any tax or other governmental charge that may be imposed
      in
      connection with any transfer or exchange of Certificates.

     

    The
      Depositor, the Servicer, the Trust Administrator, the Trustee and any agent
      of
      the Depositor, the Servicer, the Trust Administrator or the Trustee may treat
      the Person in whose name this Certificate is registered as the owner hereof
      for
      all purposes, and none of the Depositor, the Servicer, the Trust Administrator,
      the Trustee nor any such agent shall be affected by notice to the
      contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Trust Administrator and required to be paid to them pursuant to the Agreement
      following the earlier of (i) the final payment or other liquidation (or any
      advance with respect thereto) of the last Mortgage Loan and REO Property
      remaining in the REMIC and (ii) the purchase by the party designated in the
      Agreement at a price determined as provided in the Agreement from the REMIC
      of
      all the Mortgage Loans and all property acquired in respect of such Mortgage
      Loans. The Agreement permits, but does not require, the party designated in
      the
      Agreement to purchase from the REMIC all the Mortgage Loans and all property
      acquired in respect of any Mortgage Loan at a price determined as provided
      in
      the Agreement. The exercise of such right will effect early retirement of the
      Certificates; however, such right to purchase is subject to the aggregate Stated
      Principal Balance of the Mortgage Loans at the time of purchase being less
      than
      10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
      Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      the
      Trustee assumes no responsibility for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Trust
      Administrator, by manual signature, this Certificate shall not be entitled
      to
      any benefit under the Agreement or be valid for any purpose.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    IN
      WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
      duly
      executed.

    


    Dated:
      October ___, 2007

    


    


    
      	 	
              Citibank,
                N.A., as Trust Administrator

               

            
	 	 
	 	 
	 	
              By:______________________________
                
                   
                Authorized Officer

               

            


    

    
 

    CERTIFICATE
      OF AUTHENTICATION

    


    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

    


    


    
      	 	
              Citibank,
                N.A., as Trust Administrator

               

            
	 	 
	 	 
	 	
              By:______________________________
                

                                  
                Authorized Signatory

               

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    ABBREVIATIONS

     

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

     

    
      	
              TEN
                COM - as tenants in common

               

            	
              UNIF
                GIFT MIN ACT - Custodian

               

            
	
              TEN
                ENT - as tenants by the entireties

               

            	
              (Cust)
                (Minor) under

              Uniform
                Gifts to Minors Act

               

            
	
              JT
                TEN - as joint tenants with right

              if
                survivorship and not as

              tenants
                in common

               

            	
              _______________

                           
                (State)

               

            


    

    


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

     

    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and
      transfer(s)  unto
      ________________________________________________________________________________________________

    
      	 
	 


    

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee) a Percentage Interest equal to ____%
      evidenced by the within Asset-Backed Pass-Through Certificates and hereby
      authorize(s) the registration of transfer of such interest to assignee on the
      Certificate Register of the Trust Fund.

     

    I
      (we)
      further direct the Trust Administrator to issue a new Certificate of a like
      Percentage Interest and Class to the above named assignee and deliver such
      Certificate to the following address:

     

    
      	 
	 	
              .

            


    

    


    
      	
              Dated:

            	 
	 	
              Signature
                by or on behalf of assignor

            
	 	 
	 	 
	 	 
	 	
              Signature
                Guaranteed

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    Distributions
      shall be made, by wire transfer or otherwise, in immediately available funds
      to
      ________________________________________________________________________________________________
      _______________________________________________________________ for the account
      of _______________________________, account number
      ______________________________, or, if mailed by check,
      to__________________________________________________________________________________________________________________________________________________________________________

    
      	 	
              .

            


    

    Applicable
      statements should be mailed
      to____________________________________________________________________________________________________________________________________________

    
      	 	
              .

            


    

    This
      information is provided by ___________________________________________, the
      assignee named above, or ________________________________________, as its
      agent.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
      A-10

     

    FORM
      OF
      CLASS M-4 CERTIFICATE

     

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

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
      (THE “CODE”).

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS X-1
      CERTIFICATES,  THE CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES
      AND THE CLASS M-3 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND
      SERVICING AGREEMENT REFERRED TO HEREIN.

     

    NO
      TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
      ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
      AS
      AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
      DESCRIBED HEREIN.

     

    
      	
              Series
                2007-WFHE4

               

            	
              Aggregate
                Certificate Principal Balance of the Class M-4 Certificates as of
                the
                Issue Date: $4,737,000.00

               

            
	
              Pass-Through
                Rate: Variable

               

            	
              Denomination:
                $4,737,000.00

               

            
	
              Cut-off
                Date and date of Pooling and Servicing Agreement: October 1,
                2007

               

            	
              Servicer:  Wells
                Fargo Bank, N.A.

               

            
	
              First
                Distribution Date: November 26, 2007

               

            	
              Trust
                Administrator:  Citibank, N.A.

               

            
	
              No.
                1

               

            	
              Trustee:
                U.S. Bank National Association

               

            
	 	
              Issue
                Date: October 31, 2007

               

            
	 	
              CUSIP:
                17313JAM6

               

            


    

    DISTRIBUTIONS
      IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
      MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
      AS
      THE DENOMINATION OF THIS CERTIFICATE.

     

    ASSET-BACKED  PASS-THROUGH
      CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
      primarily of a pool of conventional one- to four-family, fixed-rate and
      adjustable-rate, first lien and second lien mortgage loans (the “Mortgage
      Loans”) formed and sold by

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUST ADMINISTRATOR, THE TRUSTEE
      OR
      ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
      MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
      STATES.

     

    This
      certifies that Cede & Co. is the registered owner of a Percentage Interest
      (obtained by dividing the denomination of this Certificate by the aggregate
      Certificate Principal Balance of the Class M-4 Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      M-4 Certificates in the REMIC created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
      Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
      successor entity under the Agreement), the Servicer, the Trust Administrator
      and
      the Trustee, a summary of certain of the pertinent provisions of which is set
      forth hereafter.  To the extent not defined herein, the capitalized
      terms used herein have the meanings assigned in the Agreement.  This
      Certificate is issued under and is subject to the terms, provisions and
      conditions of the Agreement, to which Agreement the Holder of this Certificate
      by virtue of the acceptance hereof assents and by which such Holder is
      bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th day of
      each month
      or, if such 25th day is
      not a
      Business Day, the Business Day immediately following (a “Distribution Date”),
      commencing on the First Distribution Date specified above, to the Person in
      whose name this Certificate is registered on the Record Date, in an amount
      equal
      to the product of the Percentage Interest evidenced by this Certificate and
      the
      amount required to be distributed to the Holders of Class M-4 Certificates
      on
      such Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Trust Administrator by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Trust Administrator in writing at least five Business
      Days prior to the Record Date immediately prior to such Distribution Date or
      otherwise by check mailed by first class mail to the address of the Person
      entitled thereto, as such name and address shall appear on the Certificate
      Register. Notwithstanding the above, the final distribution on this Certificate
      will be made after due notice by the Trust Administrator of the pendency of
      such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Trust Administrator for that purpose as
      provided in the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Asset-Backed Pass-Through Certificates of the Series specified on the face
      hereof (herein called the “Certificates”) and representing the Percentage
      Interest specified above in the Class of Certificates to which the Certificate
      belongs.

     

    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans, all as more specifically set forth
      herein and in the Agreement. As provided in the Agreement, withdrawals from
      the
      Collection Account and the Distribution Account may be made from time to time
      for purposes other than distributions to Certificateholders, such purposes
      including reimbursement of advances made, or certain expenses incurred, with
      respect to the Mortgage Loans.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Servicer, the Trust Administrator and the Trustee and the rights of the
      Certificateholders, under the Agreement at any time by the Depositor, the
      Servicer, the Trust Administrator and the Trustee with the consent of the
      Holders of Certificates entitled to at least 66% of the Voting Rights. Any
      such
      consent by the Holder of this Certificate shall be conclusive and binding on
      such Holder and upon all future Holders of this Certificate and of any
      Certificate issued upon the transfer hereof or in exchange herefor or in lieu
      hereof whether or not notation of such consent is made upon this Certificate.
      The Agreement also permits the amendment thereof, in certain limited
      circumstances, without the consent of the Holders of any of the
      Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Trust Administrator as provided in the Agreement,
      duly
      endorsed by, or accompanied by an assignment in the form below or other written
      instrument of transfer in form satisfactory to the Trust Administrator duly
      executed by, the Holder hereof or such Holder's attorney duly authorized in
      writing, and thereupon one or more new Certificates of the same Class in
      authorized denominations evidencing the same aggregate Percentage Interest
      will
      be issued to the designated transferee or transferees.

     

    No
      transfer of this Certificate to a Plan subject to ERISA or section 4975 of
      the
      Code, any Person acting, directly or indirectly, on behalf of any such Plan
      or
      any Person using "Plan Assets" to acquire this Certificate shall be made except
      in accordance with Section 5.02(b) of the Agreement.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same.  No
      service charge will be made for any such registration of transfer or exchange
      of
      Certificates, but the Trust Administrator may require payment of a sum
      sufficient to cover any tax or other governmental charge that may be imposed
      in
      connection with any transfer or exchange of Certificates.

     

    The
      Depositor, the Servicer, the Trust Administrator, the Trustee and any agent
      of
      the Depositor, the Servicer, the Trust Administrator or the Trustee may treat
      the Person in whose name this Certificate is registered as the owner hereof
      for
      all purposes, and none of the Depositor, the Servicer, the Trust Administrator,
      the Trustee nor any such agent shall be affected by notice to the
      contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Trust Administrator and required to be paid to them pursuant to the Agreement
      following the earlier of (i) the final payment or other liquidation (or any
      advance with respect thereto) of the last Mortgage Loan and REO Property
      remaining in the REMIC and (ii) the purchase by the party designated in the
      Agreement at a price determined as provided in the Agreement from the REMIC
      of
      all the Mortgage Loans and all property acquired in respect of such Mortgage
      Loans. The Agreement permits, but does not require, the party designated in
      the
      Agreement to purchase from the REMIC all the Mortgage Loans and all property
      acquired in respect of any Mortgage Loan at a price determined as provided
      in
      the Agreement. The exercise of such right will effect early retirement of the
      Certificates; however, such right to purchase is subject to the aggregate Stated
      Principal Balance of the Mortgage Loans at the time of purchase being less
      than
      10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
      Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      the
      Trustee assumes no responsibility for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Trust
      Administrator, by manual signature, this Certificate shall not be entitled
      to
      any benefit under the Agreement or be valid for any purpose.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    IN
      WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
      duly
      executed.

    


    Dated:
      October ___, 2007

    


    


    
      	 	
              Citibank,
                N.A., as Trust Administrator

               

            
	 	 
	 	 
	 	
              By:______________________________
                
                      
                Authorized Officer

               

            


    

    
 

    CERTIFICATE
      OF AUTHENTICATION

    


    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

    


    


    
      	 	
              Citibank,
                N.A., as Trust Administrator

               

            
	 	 
	 	 
	 	
              By:______________________________
                
                  
                Authorized Signatory

               

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    ABBREVIATIONS

     

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

     

    
      	
              TEN
                COM - as tenants in common

               

            	
              UNIF
                GIFT MIN ACT - Custodian

               

            
	
              TEN
                ENT - as tenants by the entireties

               

            	
              (Cust)
                (Minor) under

              Uniform
                Gifts to Minors Act

               

            
	
              JT
                TEN - as joint tenants with right

              if
                survivorship and not as

              tenants
                in common

               

            	
              _______________

                        
                (State)

               

            


    

    


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

     

    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and
      transfer(s)  unto
      ________________________________________________________________________________________________

    
      	 
	 


    

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee) a Percentage Interest equal to ____%
      evidenced by the within Asset-Backed Pass-Through Certificates and hereby
      authorize(s) the registration of transfer of such interest to assignee on the
      Certificate Register of the Trust Fund.

     

    I
      (we)
      further direct the Trust Administrator to issue a new Certificate of a like
      Percentage Interest and Class to the above named assignee and deliver such
      Certificate to the following address:

     

    
      	 
	 	
              .

            


    

    


    
      	
              Dated:

            	 
	 	
              Signature
                by or on behalf of assignor

            
	 	 
	 	 
	 	 
	 	
              Signature
                Guaranteed

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    Distributions
      shall be made, by wire transfer or otherwise, in immediately available funds
      to
      ______________________________________________________________________________________________
      _______________________________________________________________ for the account
      of _______________________________, account number
      ______________________________, or, if mailed by check,
      to_________________________________________________________________________________________________________________________________________________________________________

    
      	 	
              .

            


    

    Applicable
      statements should be mailed
      to__________________________________________________________________________________________________________________________________________

    
      	 	
              .

            


    

    This
      information is provided by ___________________________________________, the
      assignee named above, or ________________________________________, as its
      agent.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
      A-11

     

    FORM
      OF
      CLASS M-5 CERTIFICATE

     

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

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
      (THE “CODE”).

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS X-1
      CERTIFICATES,  THE CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES,
      THE CLASS M-3 CERTIFICATES AND THE CLASS M-4 CERTIFICATES TO THE EXTENT
      DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
      HEREIN.

     

    NO
      TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
      ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
      AS
      AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
      DESCRIBED HEREIN.

     

    
      	
              Series
                2007-WFHE4

               

            	
              Aggregate
                Certificate Principal Balance of the Class M-5 Certificates as of
                the
                Issue Date: $6,597,000.00

               

            
	
              Pass-Through
                Rate: Variable

               

            	
              Denomination:
                $6,597,000.00

               

            
	
              Cut-off
                Date and date of Pooling and Servicing Agreement: October 1,
                2007

               

            	
              Servicer:  Wells
                Fargo Bank, N.A.

               

            
	
              First
                Distribution Date: November 26, 2007

               

            	
              Trust
                Administrator:  Citibank, N.A.

               

            
	
              No.
                1

               

            	
              Trustee:
                U.S. Bank National Association

               

            
	 	
              Issue
                Date: October 31, 2007

               

            
	 	
              CUSIP:
                17313JAN4

               

            


    

    DISTRIBUTIONS
      IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
      MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
      AS
      THE DENOMINATION OF THIS CERTIFICATE.

     

    ASSET-BACKED  PASS-THROUGH
      CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
      primarily of a pool of conventional one- to four-family, fixed-rate and
      adjustable-rate, first lien and second lien mortgage loans (the “Mortgage
      Loans”) formed and sold by

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUST ADMINISTRATOR, THE TRUSTEE
      OR
      ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
      MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
      STATES.

     

    This
      certifies that Cede & Co. is the registered owner of a Percentage Interest
      (obtained by dividing the denomination of this Certificate by the aggregate
      Certificate Principal Balance of the Class M-5 Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      M-5 Certificates in the REMIC created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
      Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
      successor entity under the Agreement), the Servicer, the Trust Administrator
      and
      the Trustee, a summary of certain of the pertinent provisions of which is set
      forth hereafter.  To the extent not defined herein, the capitalized
      terms used herein have the meanings assigned in the Agreement.  This
      Certificate is issued under and is subject to the terms, provisions and
      conditions of the Agreement, to which Agreement the Holder of this Certificate
      by virtue of the acceptance hereof assents and by which such Holder is
      bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th day of
      each month
      or, if such 25th day is
      not a
      Business Day, the Business Day immediately following (a “Distribution Date”),
      commencing on the First Distribution Date specified above, to the Person in
      whose name this Certificate is registered on the Record Date, in an amount
      equal
      to the product of the Percentage Interest evidenced by this Certificate and
      the
      amount required to be distributed to the Holders of Class M-5 Certificates
      on
      such Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Trust Administrator by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Trust Administrator in writing at least five Business
      Days prior to the Record Date immediately prior to such Distribution Date or
      otherwise by check mailed by first class mail to the address of the Person
      entitled thereto, as such name and address shall appear on the Certificate
      Register. Notwithstanding the above, the final distribution on this Certificate
      will be made after due notice by the Trust Administrator of the pendency of
      such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Trust Administrator for that purpose as
      provided in the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Asset-Backed Pass-Through Certificates of the Series specified on the face
      hereof (herein called the “Certificates”) and representing the Percentage
      Interest specified above in the Class of Certificates to which the Certificate
      belongs.

     

    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans, all as more specifically set forth
      herein and in the Agreement. As provided in the Agreement, withdrawals from
      the
      Collection Account and the Distribution Account may be made from time to time
      for purposes other than distributions to Certificateholders, such purposes
      including reimbursement of advances made, or certain expenses incurred, with
      respect to the Mortgage Loans.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Servicer, the Trust Administrator and the Trustee and the rights of the
      Certificateholders, under the Agreement at any time by the Depositor, the
      Servicer, the Trust Administrator and the Trustee with the consent of the
      Holders of Certificates entitled to at least 66% of the Voting Rights. Any
      such
      consent by the Holder of this Certificate shall be conclusive and binding on
      such Holder and upon all future Holders of this Certificate and of any
      Certificate issued upon the transfer hereof or in exchange herefor or in lieu
      hereof whether or not notation of such consent is made upon this Certificate.
      The Agreement also permits the amendment thereof, in certain limited
      circumstances, without the consent of the Holders of any of the
      Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Trust Administrator as provided in the Agreement,
      duly
      endorsed by, or accompanied by an assignment in the form below or other written
      instrument of transfer in form satisfactory to the Trust Administrator duly
      executed by, the Holder hereof or such Holder's attorney duly authorized in
      writing, and thereupon one or more new Certificates of the same Class in
      authorized denominations evidencing the same aggregate Percentage Interest
      will
      be issued to the designated transferee or transferees.

     

    No
      transfer of this Certificate to a Plan subject to ERISA or section 4975 of
      the
      Code, any Person acting, directly or indirectly, on behalf of any such Plan
      or
      any Person using "Plan Assets" to acquire this Certificate shall be made except
      in accordance with Section 5.02(b) of the Agreement.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same.  No
      service charge will be made for any such registration of transfer or exchange
      of
      Certificates, but the Trust Administrator may require payment of a sum
      sufficient to cover any tax or other governmental charge that may be imposed
      in
      connection with any transfer or exchange of Certificates.

     

    The
      Depositor, the Servicer, the Trust Administrator, the Trustee and any agent
      of
      the Depositor, the Servicer, the Trust Administrator or the Trustee may treat
      the Person in whose name this Certificate is registered as the owner hereof
      for
      all purposes, and none of the Depositor, the Servicer, the Trust Administrator,
      the Trustee nor any such agent shall be affected by notice to the
      contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Trust Administrator and required to be paid to them pursuant to the Agreement
      following the earlier of (i) the final payment or other liquidation (or any
      advance with respect thereto) of the last Mortgage Loan and REO Property
      remaining in the REMIC and (ii) the purchase by the party designated in the
      Agreement at a price determined as provided in the Agreement from the REMIC
      of
      all the Mortgage Loans and all property acquired in respect of such Mortgage
      Loans. The Agreement permits, but does not require, the party designated in
      the
      Agreement to purchase from the REMIC all the Mortgage Loans and all property
      acquired in respect of any Mortgage Loan at a price determined as provided
      in
      the Agreement. The exercise of such right will effect early retirement of the
      Certificates; however, such right to purchase is subject to the aggregate Stated
      Principal Balance of the Mortgage Loans at the time of purchase being less
      than
      10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
      Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      the
      Trustee assumes no responsibility for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Trust
      Administrator, by manual signature, this Certificate shall not be entitled
      to
      any benefit under the Agreement or be valid for any purpose.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    IN
      WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
      duly
      executed.

    


    Dated:
      October ___, 2007

     

    


    
      	 	
              Citibank,
                N.A., as Trust Administrator

               

            
	 	 
	 	 
	 	
              By:______________________________
                
                    
                Authorized Officer

               

            


    

    
 

    CERTIFICATE
      OF AUTHENTICATION

    


    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

    


    


    
      	 	
              Citibank,
                N.A., as Trust Administrator

               

            
	 	 
	 	 
	 	
              By:______________________________
                
                  
                Authorized Signatory

               

            


    

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ABBREVIATIONS

     

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

     

    
      	
              TEN
                COM - as tenants in common

               

            	
              UNIF
                GIFT MIN ACT - Custodian

               

            
	
              TEN
                ENT - as tenants by the entireties

               

            	
              (Cust)
                (Minor) under

              Uniform
                Gifts to Minors Act

               

            
	
              JT
                TEN - as joint tenants with right

              if
                survivorship and not as

              tenants
                in common

               

            	
              _______________

                        
                (State)

               

            


    

    


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

     

    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and
      transfer(s)  unto
      ________________________________________________________________________________________________

    
      	 
	 


    

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee) a Percentage Interest equal to ____%
      evidenced by the within Asset-Backed Pass-Through Certificates and hereby
      authorize(s) the registration of transfer of such interest to assignee on the
      Certificate Register of the Trust Fund.

     

    I
      (we)
      further direct the Trust Administrator to issue a new Certificate of a like
      Percentage Interest and Class to the above named assignee and deliver such
      Certificate to the following address:

     

    
      	 
	 	
              .

            


    

    


    
      	
              Dated:

            	 
	 	
              Signature
                by or on behalf of assignor

            
	 	 
	 	 
	 	 
	 	
              Signature
                Guaranteed

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    Distributions
      shall be made, by wire transfer or otherwise, in immediately available funds
      to
      ________________________________________________________________________________________________
      _______________________________________________________________ for the account
      of _______________________________, account number
      ______________________________, or, if mailed by check,
      to__________________________________________________________________________________________________________________________________________________________________________

    
      	 	
              .

            


    

    Applicable
      statements should be mailed
      to____________________________________________________________________________________________________________________________________________

    
      	 	
              .

            


    

    This
      information is provided by ___________________________________________, the
      assignee named above, or ________________________________________, as its
      agent.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
      A-12

     

    FORM
      OF
      CLASS M-6 CERTIFICATE

     

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

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
      (THE “CODE”).

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS X-1
      CERTIFICATES,  THE CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES,
      THE CLASS M-3 CERTIFICATES, THE CLASS M-4 CERTIFICATES AND THE CLASS M-5
      CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
      REFERRED TO HEREIN.

     

    NO
      TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
      ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
      AS
      AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
      DESCRIBED HEREIN.

     

    
      	
              Series
                2007-WFHE4

               

            	
              Aggregate
                Certificate Principal Balance of the Class M-6 Certificates as of
                the
                Issue Date: $5,245,000.00

               

            
	
              Pass-Through
                Rate: Variable

               

            	
              Denomination:
                : $5,245,000.00

               

            
	
              Cut-off
                Date and date of Pooling and Servicing Agreement: October 1,
                2007

               

            	
              Servicer:  Wells
                Fargo Bank, N.A.

               

            
	
              First
                Distribution Date: November 26, 2007

               

            	
              Trust
                Administrator:  Citibank, N.A.

               

            
	
              No.
                1

               

            	
              Trustee:
                U.S. Bank National Association

               

            
	 	
              Issue
                Date: October 31, 2007

               

            
	 	
              CUSIP:
                17313JAP9

               

            


    

    DISTRIBUTIONS
      IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
      MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
      AS
      THE DENOMINATION OF THIS CERTIFICATE.

     

    ASSET-BACKED  PASS-THROUGH
      CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
      primarily of a pool of conventional one- to four-family, fixed-rate and
      adjustable-rate, first lien and second lien mortgage loans (the “Mortgage
      Loans”) formed and sold by

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUST ADMINISTRATOR, THE TRUSTEE
      OR
      ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
      MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
      STATES.

     

    This
      certifies that Cede & Co. is the registered owner of a Percentage Interest
      (obtained by dividing the denomination of this Certificate by the aggregate
      Certificate Principal Balance of the Class M-6 Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      M-6 Certificates in the REMIC created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
      Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
      successor entity under the Agreement), the Servicer, the Trust Administrator
      and
      the Trustee, a summary of certain of the pertinent provisions of which is set
      forth hereafter.  To the extent not defined herein, the capitalized
      terms used herein have the meanings assigned in the Agreement.  This
      Certificate is issued under and is subject to the terms, provisions and
      conditions of the Agreement, to which Agreement the Holder of this Certificate
      by virtue of the acceptance hereof assents and by which such Holder is
      bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th day of
      each month
      or, if such 25th day is
      not a
      Business Day, the Business Day immediately following (a “Distribution Date”),
      commencing on the First Distribution Date specified above, to the Person in
      whose name this Certificate is registered on the Record Date, in an amount
      equal
      to the product of the Percentage Interest evidenced by this Certificate and
      the
      amount required to be distributed to the Holders of Class M-6 Certificates
      on
      such Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Trust Administrator by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Trust Administrator in writing at least five Business
      Days prior to the Record Date immediately prior to such Distribution Date or
      otherwise by check mailed by first class mail to the address of the Person
      entitled thereto, as such name and address shall appear on the Certificate
      Register. Notwithstanding the above, the final distribution on this Certificate
      will be made after due notice by the Trust Administrator of the pendency of
      such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Trust Administrator for that purpose as
      provided in the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Asset-Backed Pass-Through Certificates of the Series specified on the face
      hereof (herein called the “Certificates”) and representing the Percentage
      Interest specified above in the Class of Certificates to which the Certificate
      belongs.

     

    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans, all as more specifically set forth
      herein and in the Agreement. As provided in the Agreement, withdrawals from
      the
      Collection Account and the Distribution Account may be made from time to time
      for purposes other than distributions to Certificateholders, such purposes
      including reimbursement of advances made, or certain expenses incurred, with
      respect to the Mortgage Loans.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Servicer, the Trust Administrator and the Trustee and the rights of the
      Certificateholders, under the Agreement at any time by the Depositor, the
      Servicer, the Trust Administrator and the Trustee with the consent of the
      Holders of Certificates entitled to at least 66% of the Voting Rights. Any
      such
      consent by the Holder of this Certificate shall be conclusive and binding on
      such Holder and upon all future Holders of this Certificate and of any
      Certificate issued upon the transfer hereof or in exchange herefor or in lieu
      hereof whether or not notation of such consent is made upon this Certificate.
      The Agreement also permits the amendment thereof, in certain limited
      circumstances, without the consent of the Holders of any of the
      Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Trust Administrator as provided in the Agreement,
      duly
      endorsed by, or accompanied by an assignment in the form below or other written
      instrument of transfer in form satisfactory to the Trust Administrator duly
      executed by, the Holder hereof or such Holder's attorney duly authorized in
      writing, and thereupon one or more new Certificates of the same Class in
      authorized denominations evidencing the same aggregate Percentage Interest
      will
      be issued to the designated transferee or transferees.

     

    No
      transfer of this Certificate to a Plan subject to ERISA or section 4975 of
      the
      Code, any Person acting, directly or indirectly, on behalf of any such Plan
      or
      any Person using "Plan Assets" to acquire this Certificate shall be made except
      in accordance with Section 5.02(b) of the Agreement.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same.  No
      service charge will be made for any such registration of transfer or exchange
      of
      Certificates, but the Trust Administrator may require payment of a sum
      sufficient to cover any tax or other governmental charge that may be imposed
      in
      connection with any transfer or exchange of Certificates.

     

    The
      Depositor, the Servicer, the Trust Administrator, the Trustee and any agent
      of
      the Depositor, the Servicer, the Trust Administrator or the Trustee may treat
      the Person in whose name this Certificate is registered as the owner hereof
      for
      all purposes, and none of the Depositor, the Servicer, the Trust Administrator,
      the Trustee nor any such agent shall be affected by notice to the
      contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Trust Administrator and required to be paid to them pursuant to the Agreement
      following the earlier of (i) the final payment or other liquidation (or any
      advance with respect thereto) of the last Mortgage Loan and REO Property
      remaining in the REMIC and (ii) the purchase by the party designated in the
      Agreement at a price determined as provided in the Agreement from the REMIC
      of
      all the Mortgage Loans and all property acquired in respect of such Mortgage
      Loans. The Agreement permits, but does not require, the party designated in
      the
      Agreement to purchase from the REMIC all the Mortgage Loans and all property
      acquired in respect of any Mortgage Loan at a price determined as provided
      in
      the Agreement. The exercise of such right will effect early retirement of the
      Certificates; however, such right to purchase is subject to the aggregate Stated
      Principal Balance of the Mortgage Loans at the time of purchase being less
      than
      10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
      Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      the
      Trustee assumes no responsibility for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Trust
      Administrator, by manual signature, this Certificate shall not be entitled
      to
      any benefit under the Agreement or be valid for any purpose.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    IN
      WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
      duly
      executed.

    


    Dated:
      October ___, 2007

    


    
      	 	
              Citibank,
                N.A., as Trust Administrator

               

            
	 	 
	 	 
	 	
              By:______________________________
                
                     
                Authorized Officer

               

            


    

    


    


    CERTIFICATE
      OF AUTHENTICATION

    


    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

    


    
      	 	
              Citibank,
                N.A., as Trust Administrator

               

            
	 	 
	 	 
	 	
              By:______________________________
                

                                 
                Authorized Signatory

               

            


    

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ABBREVIATIONS

     

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

     

    
      	
              TEN
                COM - as tenants in common

               

            	
              UNIF
                GIFT MIN ACT - Custodian

               

            
	
              TEN
                ENT - as tenants by the entireties

               

            	
              (Cust)
                (Minor) under

              Uniform
                Gifts to Minors Act

               

            
	
              JT
                TEN - as joint tenants with right

              if
                survivorship and not as

              tenants
                in common

               

            	
              _______________

                         
                (State)

               

            


    

    


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

     

    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and
      transfer(s)  unto
      _______________________________________________________________________________________________

    
      	 
	 


    

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee) a Percentage Interest equal to ____%
      evidenced by the within Asset-Backed Pass-Through Certificates and hereby
      authorize(s) the registration of transfer of such interest to assignee on the
      Certificate Register of the Trust Fund.

     

    I
      (we)
      further direct the Trust Administrator to issue a new Certificate of a like
      Percentage Interest and Class to the above named assignee and deliver such
      Certificate to the following address:

     

    
      	 
	 	
              .

            


    

    


    
      	
              Dated:

            	 
	 	
              Signature
                by or on behalf of assignor

            
	 	 
	 	 
	 	 
	 	
              Signature
                Guaranteed

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    Distributions
      shall be made, by wire transfer or otherwise, in immediately available funds
      to
      ________________________________________________________________________________________________
      _______________________________________________________________ for the account
      of _______________________________, account number
      ______________________________, or, if mailed by check,
      to__________________________________________________________________________________________________________________________________________________________________________

    
      	 	
              .

            


    

    Applicable
      statements should be mailed
      to____________________________________________________________________________________________________________________________________________

    
      	 	
              .

            


    

    This
      information is provided by ___________________________________________, the
      assignee named above, or ________________________________________, as its
      agent.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
      A-13

     

    FORM
      OF
      CLASS M-7 CERTIFICATE

     

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

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
      (THE “CODE”).

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS X-1
      CERTIFICATES,  THE CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES,
      THE CLASS M-3 CERTIFICATES, THE CLASS M-4 CERTIFICATES, THE CLASS M-5
      CERTIFICATES AND THE CLASS M-6 CERTIFICATES TO THE EXTENT DESCRIBED IN THE
      POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

     

    NO
      TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
      ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
      AS
      AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
      DESCRIBED HEREIN.

     

    
      	
              Series
                2007-WFHE4

               

            	
              Aggregate
                Certificate Principal Balance of the Class M-7 Certificates as of
                the
                Issue Date: $3,552,000.00

               

            
	
              Pass-Through
                Rate: Variable

               

            	
              Denomination:
                $3,552,000.00

               

            
	
              Cut-off
                Date and date of Pooling and Servicing Agreement: October 1,
                2007

               

            	
              Servicer:  Wells
                Fargo Bank, N.A.

               

            
	
              First
                Distribution Date: November 26, 2007

               

            	
              Trust
                Administrator:  Citibank, N.A.

               

            
	
              No.
                1

               

            	
              Trustee:
                U.S. Bank National Association

               

            
	 	
              Issue
                Date: October 31, 2007

               

            
	 	
              CUSIP:
                17313JAQ7

               

            


    

    DISTRIBUTIONS
      IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
      MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
      AS
      THE DENOMINATION OF THIS CERTIFICATE.

     

    ASSET-BACKED  PASS-THROUGH
      CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
      primarily of a pool of conventional one- to four-family, fixed-rate and
      adjustable-rate, first lien and second lien mortgage loans (the “Mortgage
      Loans”) formed and sold by

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUST ADMINISTRATOR, THE TRUSTEE
      OR
      ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
      MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
      STATES.

     

    This
      certifies that Cede & Co. is the registered owner of a Percentage Interest
      (obtained by dividing the denomination of this Certificate by the aggregate
      Certificate Principal Balance of the Class M-7 Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      M-7 Certificates in the REMIC created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
      Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
      successor entity under the Agreement), the Servicer, the Trust Administrator
      and
      the Trustee, a summary of certain of the pertinent provisions of which is set
      forth hereafter.  To the extent not defined herein, the capitalized
      terms used herein have the meanings assigned in the Agreement.  This
      Certificate is issued under and is subject to the terms, provisions and
      conditions of the Agreement, to which Agreement the Holder of this Certificate
      by virtue of the acceptance hereof assents and by which such Holder is
      bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th day of
      each month
      or, if such 25th day is
      not a
      Business Day, the Business Day immediately following (a “Distribution Date”),
      commencing on the First Distribution Date specified above, to the Person in
      whose name this Certificate is registered on the Record Date, in an amount
      equal
      to the product of the Percentage Interest evidenced by this Certificate and
      the
      amount required to be distributed to the Holders of Class M-7 Certificates
      on
      such Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Trust Administrator by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Trust Administrator in writing at least five Business
      Days prior to the Record Date immediately prior to such Distribution Date or
      otherwise by check mailed by first class mail to the address of the Person
      entitled thereto, as such name and address shall appear on the Certificate
      Register. Notwithstanding the above, the final distribution on this Certificate
      will be made after due notice by the Trust Administrator of the pendency of
      such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Trust Administrator for that purpose as
      provided in the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Asset-Backed Pass-Through Certificates of the Series specified on the face
      hereof (herein called the “Certificates”) and representing the Percentage
      Interest specified above in the Class of Certificates to which the Certificate
      belongs.

     

    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans, all as more specifically set forth
      herein and in the Agreement. As provided in the Agreement, withdrawals from
      the
      Collection Account and the Distribution Account may be made from time to time
      for purposes other than distributions to Certificateholders, such purposes
      including reimbursement of advances made, or certain expenses incurred, with
      respect to the Mortgage Loans.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Servicer, the Trust Administrator, the Trustee and the rights of the
      Certificateholders, under the Agreement at any time by the Depositor, the
      Servicer, the Trust Administrator and the Trustee with the consent of the
      Holders of Certificates entitled to at least 66% of the Voting Rights. Any
      such
      consent by the Holder of this Certificate shall be conclusive and binding on
      such Holder and upon all future Holders of this Certificate and of any
      Certificate issued upon the transfer hereof or in exchange herefor or in lieu
      hereof whether or not notation of such consent is made upon this Certificate.
      The Agreement also permits the amendment thereof, in certain limited
      circumstances, without the consent of the Holders of any of the
      Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Trust Administrator as provided in the Agreement,
      duly
      endorsed by, or accompanied by an assignment in the form below or other written
      instrument of transfer in form satisfactory to the Trust Administrator duly
      executed by, the Holder hereof or such Holder's attorney duly authorized in
      writing, and thereupon one or more new Certificates of the same Class in
      authorized denominations evidencing the same aggregate Percentage Interest
      will
      be issued to the designated transferee or transferees.

     

    No
      transfer of this Certificate to a Plan subject to ERISA or section 4975 of
      the
      Code, any Person acting, directly or indirectly, on behalf of any such Plan
      or
      any Person using "Plan Assets" to acquire this Certificate shall be made except
      in accordance with Section 5.02(b) of the Agreement.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same.  No
      service charge will be made for any such registration of transfer or exchange
      of
      Certificates, but the Trust Administrator may require payment of a sum
      sufficient to cover any tax or other governmental charge that may be imposed
      in
      connection with any transfer or exchange of Certificates.

     

    The
      Depositor, the Servicer, the Trust Administrator, the Trustee and any agent
      of
      the Depositor, the Servicer, the Trust Administrator or the Trustee may treat
      the Person in whose name this Certificate is registered as the owner hereof
      for
      all purposes, and none of the Depositor, the Servicer, the Trust Administrator,
      the Trustee nor any such agent shall be affected by notice to the
      contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Trust Administrator and required to be paid to them pursuant to the Agreement
      following the earlier of (i) the final payment or other liquidation (or any
      advance with respect thereto) of the last Mortgage Loan and REO Property
      remaining in the REMIC and (ii) the purchase by the party designated in the
      Agreement at a price determined as provided in the Agreement from the REMIC
      of
      all the Mortgage Loans and all property acquired in respect of such Mortgage
      Loans. The Agreement permits, but does not require, the party designated in
      the
      Agreement to purchase from the REMIC all the Mortgage Loans and all property
      acquired in respect of any Mortgage Loan at a price determined as provided
      in
      the Agreement. The exercise of such right will effect early retirement of the
      Certificates; however, such right to purchase is subject to the aggregate Stated
      Principal Balance of the Mortgage Loans at the time of purchase being less
      than
      10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
      Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      the
      Trustee assumes no responsibility for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Trust
      Administrator, by manual signature, this Certificate shall not be entitled
      to
      any benefit under the Agreement or be valid for any purpose.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    IN
      WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
      duly
      executed.

    


    Dated:
      October ___, 2007

    


    


    
      	 	
              Citibank,
                N.A., as Trust Administrator

               

            
	 	 
	 	 
	 	
              By:______________________________
                
                       
                Authorized Officer

               

            


    

    


    CERTIFICATE
      OF AUTHENTICATION

    


    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

    


    


    
      	 	
              Citibank,
                N.A., as Trust Administrator

               

            
	 	 
	 	 
	 	
              By:______________________________
                
                       
                Authorized Signatory

               

            


    

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ABBREVIATIONS

     

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

     

    
      	
              TEN
                COM - as tenants in common

               

            	
              UNIF
                GIFT MIN ACT - Custodian

               

            
	
              TEN
                ENT - as tenants by the entireties

               

            	
              (Cust)
                (Minor) under

              Uniform
                Gifts to Minors Act

               

            
	
              JT
                TEN - as joint tenants with right

              if
                survivorship and not as

              tenants
                in common

               

            	
              _______________

                         
                (State)

               

            


    

    


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

     

    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and
      transfer(s)  unto
      ________________________________________________________________________________________________

    
      	 
	 


    

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee) a Percentage Interest equal to ____%
      evidenced by the within Asset-Backed Pass-Through Certificates and hereby
      authorize(s) the registration of transfer of such interest to assignee on the
      Certificate Register of the Trust Fund.

     

    I
      (we)
      further direct the Trust Administrator to issue a new Certificate of a like
      Percentage Interest and Class to the above named assignee and deliver such
      Certificate to the following address:

     

    
      	 
	 	
              .

            


    

    


    
      	
              Dated:

            	 
	 	
              Signature
                by or on behalf of assignor

            
	 	 
	 	 
	 	 
	 	
              Signature
                Guaranteed

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    Distributions
      shall be made, by wire transfer or otherwise, in immediately available funds
      to
      ________________________________________________________________________________________________
      _______________________________________________________________ for the account
      of _______________________________, account number
      ______________________________, or, if mailed by check,
      to___________________________________________________________________________________________________________________________________________________________________________

    
      	 	
              .

            


    

    Applicable
      statements should be mailed
      to___________________________________________________________________________________________________________________________________________

    
      	 	
              .

            


    

    This
      information is provided by ___________________________________________, the
      assignee named above, or ________________________________________, as its
      agent.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
      A-14

     

    FORM
      OF
      CLASS M-8 CERTIFICATE

     

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

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
      (THE “CODE”).

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS X-1
      CERTIFICATES,  THE CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES,
      THE CLASS M-3 CERTIFICATES, THE CLASS M-4 CERTIFICATES, THE CLASS M-5
      CERTIFICATES, THE CLASS M-6 CERTIFICATES AND THE CLASS M-7 CERTIFICATES TO
      THE
      EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
      HEREIN.

     

    NO
      TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
      ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
      AS
      AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
      DESCRIBED HEREIN.

     

    
      	
              Series
                2007-WFHE4

               

            	
              Aggregate
                Certificate Principal Balance of the Class M-8 Certificates as of
                the
                Issue Date: $2,538,000.00

               

            
	
              Pass-Through
                Rate: Variable

               

            	
              Denomination:
                $2,538,000.00

               

            
	
              Cut-off
                Date and date of Pooling and Servicing Agreement: October 1,
                2007

               

            	
              Servicer:  Wells
                Fargo Bank, N.A.

               

            
	
              First
                Distribution Date: November 26, 2007

               

            	
              Trust
                Administrator:  Citibank, N.A.

               

            
	
              No.
                1

               

            	
              Trustee:
                U.S. Bank National Association

               

            
	 	
              Issue
                Date: October 31, 2007

               

            
	 	
              CUSIP:
                17313JAR5

               

            


    

    DISTRIBUTIONS
      IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
      MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
      AS
      THE DENOMINATION OF THIS CERTIFICATE.

     

    ASSET-BACKED  PASS-THROUGH
      CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
      primarily of a pool of conventional one- to four-family, fixed-rate and
      adjustable-rate, first lien and second lien mortgage loans (the “Mortgage
      Loans”) formed and sold by

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUST ADMINISTRATOR, THE TRUSTEE
      OR
      ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
      MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
      STATES.

     

    This
      certifies that Cede & Co. is the registered owner of a Percentage Interest
      (obtained by dividing the denomination of this Certificate by the aggregate
      Certificate Principal Balance of the Class M-8 Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      M-8 Certificates in the REMIC created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
      Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
      successor entity under the Agreement), the Servicer, the Trust Administrator
      and
      the Trustee, a summary of certain of the pertinent provisions of which is set
      forth hereafter.  To the extent not defined herein, the capitalized
      terms used herein have the meanings assigned in the Agreement.  This
      Certificate is issued under and is subject to the terms, provisions and
      conditions of the Agreement, to which Agreement the Holder of this Certificate
      by virtue of the acceptance hereof assents and by which such Holder is
      bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th day of
      each month
      or, if such 25th day is
      not a
      Business Day, the Business Day immediately following (a “Distribution Date”),
      commencing on the First Distribution Date specified above, to the Person in
      whose name this Certificate is registered on the Record Date, in an amount
      equal
      to the product of the Percentage Interest evidenced by this Certificate and
      the
      amount required to be distributed to the Holders of Class M-8 Certificates
      on
      such Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Trust Administrator by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Trust Administrator in writing at least five Business
      Days prior to the Record Date immediately prior to such Distribution Date or
      otherwise by check mailed by first class mail to the address of the Person
      entitled thereto, as such name and address shall appear on the Certificate
      Register. Notwithstanding the above, the final distribution on this Certificate
      will be made after due notice by the Trust Administrator of the pendency of
      such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Trust Administrator for that purpose as
      provided in the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Asset-Backed Pass-Through Certificates of the Series specified on the face
      hereof (herein called the “Certificates”) and representing the Percentage
      Interest specified above in the Class of Certificates to which the Certificate
      belongs.

     

    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans, all as more specifically set forth
      herein and in the Agreement. As provided in the Agreement, withdrawals from
      the
      Collection Account and the Distribution Account may be made from time to time
      for purposes other than distributions to Certificateholders, such purposes
      including reimbursement of advances made, or certain expenses incurred, with
      respect to the Mortgage Loans.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Servicer, the Trust Administrator and the Trustee and the rights of the
      Certificateholders, under the Agreement at any time by the Depositor, the
      Servicer, the Trust Administrator and the Trustee with the consent of the
      Holders of Certificates entitled to at least 66% of the Voting Rights. Any
      such
      consent by the Holder of this Certificate shall be conclusive and binding on
      such Holder and upon all future Holders of this Certificate and of any
      Certificate issued upon the transfer hereof or in exchange herefor or in lieu
      hereof whether or not notation of such consent is made upon this Certificate.
      The Agreement also permits the amendment thereof, in certain limited
      circumstances, without the consent of the Holders of any of the
      Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Trust Administrator as provided in the Agreement,
      duly
      endorsed by, or accompanied by an assignment in the form below or other written
      instrument of transfer in form satisfactory to the Trust Administrator duly
      executed by, the Holder hereof or such Holder's attorney duly authorized in
      writing, and thereupon one or more new Certificates of the same Class in
      authorized denominations evidencing the same aggregate Percentage Interest
      will
      be issued to the designated transferee or transferees.

     

    No
      transfer of this Certificate to a Plan subject to ERISA or section 4975 of
      the
      Code, any Person acting, directly or indirectly, on behalf of any such Plan
      or
      any Person using "Plan Assets" to acquire this Certificate shall be made except
      in accordance with Section 5.02(b) of the Agreement.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same.  No
      service charge will be made for any such registration of transfer or exchange
      of
      Certificates, but the Trust Administrator may require payment of a sum
      sufficient to cover any tax or other governmental charge that may be imposed
      in
      connection with any transfer or exchange of Certificates.

     

    The
      Depositor, the Servicer, the Trust Administrator, the Trustee and any agent
      of
      the Depositor, the Servicer, the Trust Administrator or the Trustee may treat
      the Person in whose name this Certificate is registered as the owner hereof
      for
      all purposes, and none of the Depositor, the Servicer, the Trust Administrator,
      the Trustee nor any such agent shall be affected by notice to the
      contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Trust Administrator and required to be paid to them pursuant to the Agreement
      following the earlier of (i) the final payment or other liquidation (or any
      advance with respect thereto) of the last Mortgage Loan and REO Property
      remaining in the REMIC and (ii) the purchase by the party designated in the
      Agreement at a price determined as provided in the Agreement from the REMIC
      of
      all the Mortgage Loans and all property acquired in respect of such Mortgage
      Loans. The Agreement permits, but does not require, the party designated in
      the
      Agreement to purchase from the REMIC all the Mortgage Loans and all property
      acquired in respect of any Mortgage Loan at a price determined as provided
      in
      the Agreement. The exercise of such right will effect early retirement of the
      Certificates; however, such right to purchase is subject to the aggregate Stated
      Principal Balance of the Mortgage Loans at the time of purchase being less
      than
      10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
      Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      the
      Trustee assumes no responsibility for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Trust
      Administrator, by manual signature, this Certificate shall not be entitled
      to
      any benefit under the Agreement or be valid for any purpose.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    IN
      WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
      duly
      executed.

    


    Dated:
      October ___, 2007

    


    


    
      	 	
              Citibank,
                N.A., as Trust Administrator

               

            
	 	 
	 	 
	 	
              By:______________________________
                
                   
                Authorized Officer

               

            
	 	 


    

    


    


    CERTIFICATE
      OF AUTHENTICATION

    


    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

    


    
      


      


      
        	 	
                Citibank,
                  N.A., as Trust Administrator

                 

              
	 	 
	 	 
	 	
                By:______________________________ 
                   
                  Authorized Signatory

                 

              
	 	 


      

       

    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ABBREVIATIONS

     

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

     

    
      	
              TEN
                COM - as tenants in common

               

            	
              UNIF
                GIFT MIN ACT - Custodian

               

            
	
              TEN
                ENT - as tenants by the entireties

               

            	
              (Cust)
                (Minor) under

              Uniform
                Gifts to Minors Act

               

            
	
              JT
                TEN - as joint tenants with right

              if
                survivorship and not as

              tenants
                in common

               

            	
              _______________

                        
                (State)

               

            


    

    


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

     

    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and
      transfer(s)  unto
      ________________________________________________________________________________________________

    
      	 
	 


    

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee) a Percentage Interest equal to ____%
      evidenced by the within Asset-Backed Pass-Through Certificates and hereby
      authorize(s) the registration of transfer of such interest to assignee on the
      Certificate Register of the Trust Fund.

     

    I
      (we)
      further direct the Trust Administrator to issue a new Certificate of a like
      Percentage Interest and Class to the above named assignee and deliver such
      Certificate to the following address:

     

    
      	 
	 	
              .

            


    

    


    
      	
              Dated:

            	 
	 	
              Signature
                by or on behalf of assignor

            
	 	 
	 	 
	 	 
	 	
              Signature
                Guaranteed

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    Distributions
      shall be made, by wire transfer or otherwise, in immediately available funds
      to
      ________________________________________________________________________________________________
      _______________________________________________________________ for the account
      of _______________________________, account number
      ______________________________, or, if mailed by check,
      to___________________________________________________________________________________________________________________________________________________________________________

    
      	 	
              .

            


    

    Applicable
      statements should be mailed
      to____________________________________________________________________________________________________________________________________________

    
      	 	
              .

            


    

    This
      information is provided by ___________________________________________, the
      assignee named above, or ________________________________________, as its
      agent.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
      A-15

     

    FORM
      OF
      CLASS M-9 CERTIFICATE

     

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

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
      (THE “CODE”).

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS X-1
      CERTIFICATES,  THE CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES,
      THE CLASS M-3 CERTIFICATES, THE CLASS M-4 CERTIFICATES, THE CLASS M-5
      CERTIFICATES, THE CLASS M-6 CERTIFICATES, THE CLASS M-7 CERTIFICATES AND THE
      CLASS M-8 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
      AGREEMENT REFERRED TO HEREIN.

     

    NO
      TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
      ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
      AS
      AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
      DESCRIBED HEREIN.

     

    
      	
              Series
                2007-WFHE4

               

            	
              Aggregate
                Certificate Principal Balance of the Class M-9 Certificates as of
                the
                Issue Date: $4,906,000.00

               

            
	
              Pass-Through
                Rate: Variable

               

            	
              Denomination:
                $4,906,000.00

               

            
	
              Cut-off
                Date and date of Pooling and Servicing Agreement: October 1,
                2007

               

            	
              Servicer:  Wells
                Fargo Bank, N.A.

               

            
	
              First
                Distribution Date: November 26, 2007

               

            	
              Trust
                Administrator:  Citibank, N.A.

               

            
	
              No.
                1

               

            	
              Trustee:
                U.S. Bank National Association

               

            
	 	
              Issue
                Date: October 31, 2007

               

            
	 	
              CUSIP:
                17313JAS3

               

            


    

    DISTRIBUTIONS
      IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
      MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
      AS
      THE DENOMINATION OF THIS CERTIFICATE.

     

    ASSET-BACKED  PASS-THROUGH
      CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
      primarily of a pool of conventional one- to four-family, fixed-rate and
      adjustable-rate, first lien and second lien mortgage loans (the “Mortgage
      Loans”) formed and sold by

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUST ADMINISTRATOR, THE TRUSTEE
      OR
      ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
      MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
      STATES.

     

    This
      certifies that Cede & Co. is the registered owner of a Percentage Interest
      (obtained by dividing the denomination of this Certificate by the aggregate
      Certificate Principal Balance of the Class M-9 Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      M-9 Certificates in the REMIC created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
      Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
      successor entity under the Agreement), the Servicer, the Trust Administrator
      and
      the Trustee, a summary of certain of the pertinent provisions of which is set
      forth hereafter.  To the extent not defined herein, the capitalized
      terms used herein have the meanings assigned in the Agreement.  This
      Certificate is issued under and is subject to the terms, provisions and
      conditions of the Agreement, to which Agreement the Holder of this Certificate
      by virtue of the acceptance hereof assents and by which such Holder is
      bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th day of
      each month
      or, if such 25th day is
      not a
      Business Day, the Business Day immediately following (a “Distribution Date”),
      commencing on the First Distribution Date specified above, to the Person in
      whose name this Certificate is registered on the Record Date, in an amount
      equal
      to the product of the Percentage Interest evidenced by this Certificate and
      the
      amount required to be distributed to the Holders of Class M-9 Certificates
      on
      such Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Trust Administrator by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Trust Administrator in writing at least five Business
      Days prior to the Record Date immediately prior to such Distribution Date or
      otherwise by check mailed by first class mail to the address of the Person
      entitled thereto, as such name and address shall appear on the Certificate
      Register. Notwithstanding the above, the final distribution on this Certificate
      will be made after due notice by the Trust Administrator of the pendency of
      such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Trust Administrator for that purpose as
      provided in the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Asset-Backed Pass-Through Certificates of the Series specified on the face
      hereof (herein called the “Certificates”) and representing the Percentage
      Interest specified above in the Class of Certificates to which the Certificate
      belongs.

     

    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans, all as more specifically set forth
      herein and in the Agreement. As provided in the Agreement, withdrawals from
      the
      Collection Account and the Distribution Account may be made from time to time
      for purposes other than distributions to Certificateholders, such purposes
      including reimbursement of advances made, or certain expenses incurred, with
      respect to the Mortgage Loans.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Servicer, the Trust Administrator and the Trustee and the rights of the
      Certificateholders, under the Agreement at any time by the Depositor, the
      Servicer, the Trust Administrator and the Trustee with the consent of the
      Holders of Certificates entitled to at least 66% of the Voting Rights. Any
      such
      consent by the Holder of this Certificate shall be conclusive and binding on
      such Holder and upon all future Holders of this Certificate and of any
      Certificate issued upon the transfer hereof or in exchange herefor or in lieu
      hereof whether or not notation of such consent is made upon this Certificate.
      The Agreement also permits the amendment thereof, in certain limited
      circumstances, without the consent of the Holders of any of the
      Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Trust Administrator as provided in the Agreement,
      duly
      endorsed by, or accompanied by an assignment in the form below or other written
      instrument of transfer in form satisfactory to the Trust Administrator duly
      executed by, the Holder hereof or such Holder's attorney duly authorized in
      writing, and thereupon one or more new Certificates of the same Class in
      authorized denominations evidencing the same aggregate Percentage Interest
      will
      be issued to the designated transferee or transferees.

     

    No
      transfer of this Certificate to a Plan subject to ERISA or section 4975 of
      the
      Code, any Person acting, directly or indirectly, on behalf of any such Plan
      or
      any Person using "Plan Assets" to acquire this Certificate shall be made except
      in accordance with Section 5.02(b) of the Agreement.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same.  No
      service charge will be made for any such registration of transfer or exchange
      of
      Certificates, but the Trust Administrator may require payment of a sum
      sufficient to cover any tax or other governmental charge that may be imposed
      in
      connection with any transfer or exchange of Certificates.

     

    The
      Depositor, the Servicer, the Trust Administrator, the Trustee and any agent
      of
      the Depositor, the Servicer, the Trust Administrator or the Trustee may treat
      the Person in whose name this Certificate is registered as the owner hereof
      for
      all purposes, and none of the Depositor, the Servicer, the Trust Administrator,
      the Trustee nor any such agent shall be affected by notice to the
      contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Trust Administrator and required to be paid to them pursuant to the Agreement
      following the earlier of (i) the final payment or other liquidation (or any
      advance with respect thereto) of the last Mortgage Loan and REO Property
      remaining in the REMIC and (ii) the purchase by the party designated in the
      Agreement at a price determined as provided in the Agreement from the REMIC
      of
      all the Mortgage Loans and all property acquired in respect of such Mortgage
      Loans. The Agreement permits, but does not require, the party designated in
      the
      Agreement to purchase from the REMIC all the Mortgage Loans and all property
      acquired in respect of any Mortgage Loan at a price determined as provided
      in
      the Agreement. The exercise of such right will effect early retirement of the
      Certificates; however, such right to purchase is subject to the aggregate Stated
      Principal Balance of the Mortgage Loans at the time of purchase being less
      than
      10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
      Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      the
      Trustee assumes no responsibility for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Trust
      Administrator, by manual signature, this Certificate shall not be entitled
      to
      any benefit under the Agreement or be valid for any purpose.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    IN
      WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
      duly
      executed.

    


    Dated:
      October ___, 2007

    


    


    
      	 	
              Citibank,
                N.A., as Trust Administrator

               

            
	 	 
	 	 
	 	
              By:______________________________
                
                     
                Authorized Officer

               

            
	 	 


    

    


    


    CERTIFICATE
      OF AUTHENTICATION

    


    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

    


    
      	 	 
	 	
              Citibank,
                N.A., as Trust Administrator

               

            
	 	 
	 	 
	 	
              By:______________________________
                
                   
                Authorized Signatory

               

            
	 	 


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ABBREVIATIONS

     

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

     

    
      	
              TEN
                COM - as tenants in common

               

            	
              UNIF
                GIFT MIN ACT - Custodian

               

            
	
              TEN
                ENT - as tenants by the entireties

               

            	
              (Cust)
                (Minor) under

              Uniform
                Gifts to Minors Act

               

            
	
              JT
                TEN - as joint tenants with right

              if
                survivorship and not as

              tenants
                in common

               

            	
              _______________

                         
                (State)

               

            


    

    


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

     

    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and
      transfer(s)  unto
      ________________________________________________________________________________________________

    
      	 
	 


    

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee) a Percentage Interest equal to ____%
      evidenced by the within Asset-Backed Pass-Through Certificates and hereby
      authorize(s) the registration of transfer of such interest to assignee on the
      Certificate Register of the Trust Fund.

     

    I
      (we)
      further direct the Trust Administrator to issue a new Certificate of a like
      Percentage Interest and Class to the above named assignee and deliver such
      Certificate to the following address:

     

    
      	 
	 	
              .

            


    

    


    
      	
              Dated:

            	 
	 	
              Signature
                by or on behalf of assignor

            
	 	 
	 	 
	 	 
	 	
              Signature
                Guaranteed

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    Distributions
      shall be made, by wire transfer or otherwise, in immediately available funds
      to
      ________________________________________________________________________________________________
      _______________________________________________________________ for the account
      of _______________________________, account number
      ______________________________, or, if mailed by check,
      to__________________________________________________________________________________________________________________________________________________________________________

    
      	 	
              .

            


    

    Applicable
      statements should be mailed
      to____________________________________________________________________________________________________________________________________________

    
      	 	
              .

            


    

    This
      information is provided by ___________________________________________, the
      assignee named above, or ________________________________________, as its
      agent.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A-16

     

    FORM
      OF
      CLASS CE CERTIFICATE

     

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

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
      (THE “CODE”).

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS X-1
      CERTIFICATES, AND THE MEZZANINE CERTIFICATES TO THE EXTENT DESCRIBED IN THE
      POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

     

    THIS
      CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT
      OF
      1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD
      OR
      TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD
      OR
      TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT
      AND
      UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS
      OF SECTION 5.02 OF THE AGREEMENT.

     

    NO
      TRANSFER OF THIS CERTIFICATE SHALL BE MADE UNLESS THE TRANSFEREE OF SUCH
      CERTIFICATE PROVIDES TO THE TRUSTEE THE APPROPRIATE TAX CERTIFICATION FORM
      (I.E., IRS FORM W-9 OR IRS FORM W-8BEN, W-8IMY, W-8EXP OR W-8ECI, AS APPLICABLE
      (OR ANY SUCCESSOR FORM THERETO)), AS A CONDITION TO SUCH TRANSFER AND AGREES
      TO
      UPDATE SUCH FORMS (I) UPON EXPIRATION OF ANY SUCH FORM, (II) AS REQUIRED UNDER
      THEN APPLICABLE U.S. TREASURY REGULATIONS AND (III) PROMPTLY UPON LEARNING
      THAT
      ANY IRS FORM W-9 OR IRS FORM W-8BEN, W-8IMY, W-8EXP OR W-8ECI, AS APPLICABLE
      (OR
      ANY SUCCESSOR FORM THERETO), HAS BECOME OBSOLETE OR INCORRECT.

     

    NO
      TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
      ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
      AS
      AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
      DESCRIBED HEREIN.

     

    
      	
              Series:
                2007-WFHE4

               

            	
              Aggregate
                Certificate Principal Balance of the Class CE Certificates as of
                the Issue
                Date: $24,022,674.00

               

            
	
              Pass-Through
                Rate: Variable

               

            	
              Denomination:
                $24,022,674.00

               

            
	
              Cut-off
                Date and date of Pooling and Servicing Agreement: October 1,
                2007

               

            	
              Servicer:  Wells
                Fargo Bank, N.A.

               

            
	
              First
                Distribution Date: November 26, 2007

               

            	
              Trust
                Administrator: Citibank, N.A.

               

            
	
              No.
                1

               

            	
              Trustee:
                U.S. Bank National Association

               

            
	
              Aggregate
                Notional Amount of the Class

              CE
Certificates
                as of the Issue
                Date:  $338,336,674.00

               

            	
              Issue
                Date: October 31, 2007

            


    

    


    THE
      OUTSTANDING CERTIFICATE PRINCIPAL BALANCE OR NOTIONAL AMOUNT HEREOF AT ANY
      TIME
      MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE INITIAL CERTIFICATE PRINCIPAL
      BALANCE OR NOTIONAL AMOUNT, AS THE CASE MAY BE, OF THIS
      CERTIFICATE.

     

    ASSET
      BACKED PASS-THROUGH CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a portion of a Trust Fund (the “Trust Fund”)
      consisting primarily of a pool of conventional one- to four-family, fixed-rate
      and adjustable-rate, first lien and second lien mortgage loans (the “Mortgage
      Loans”) formed and sold by

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUST ADMINISTRATOR, THE TRUSTEE
      OR
      ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
      MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
      STATES.

     

    This
      certifies that Cede & Co. is the registered owner of a Percentage Interest
      (obtained by dividing the denomination of this Certificate by the aggregate
      Certificate Principal Balance of the Class CE Certificates as of the Issue
      Date)
      in that certain beneficial ownership interest evidenced by all the Class CE
      Certificates in REMIC II created pursuant to a Pooling and Servicing Agreement,
      dated as specified above (the “Agreement”), among Citigroup Mortgage Loan Trust
      Inc. (hereinafter called the “Depositor,” which term includes any successor
      entity under the Agreement), the Servicer, Trust Administrator and the Trustee,
      a summary of certain of the pertinent provisions of which is set forth
      hereafter.  To the extent not defined herein, the capitalized terms
      used herein have the meanings assigned in the Agreement.  This
      Certificate is issued under and is subject to the terms, provisions and
      conditions of the Agreement, to which Agreement the Holder of this Certificate
      by virtue of the acceptance hereof assents and by which such Holder is
      bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th day of
      each month
      or, if such 25th day is
      not a
      Business Day, the Business Day immediately following (a “Distribution Date”),
      commencing on the First Distribution Date specified above, to the Person in
      whose name this Certificate is registered on the Record Date, in an amount
      equal
      to the product of the Percentage Interest evidenced by this Certificate and
      the
      amount required to be distributed to the Holders of Class CE Certificates on
      such Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Trust Administrator  by wire transfer in
      immediately available funds to the account of the Person entitled thereto if
      such Person shall have so notified the Trust Administrator in writing at least
      five Business Days prior to the Record Date immediately prior to such
      Distribution Date or otherwise by check mailed by first class mail to the
      address of the Person entitled thereto, as such name and address shall appear
      on
      the Certificate Register. Notwithstanding the above, the final distribution
      on
      this Certificate will be made after due notice by the Trust Administrator of
      the
      pendency of such distribution and only upon presentation and surrender of this
      Certificate at the office or agency appointed by the Trust Administrator for
      that purpose as provided in the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Asset Backed Pass-Through Certificates of the Series specified on the face
      hereof (herein called the “Certificates”) and representing the Percentage
      Interest specified above in the Class of Certificates to which the Certificate
      belongs.

     

    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans, all as more specifically set forth
      herein and in the Agreement. As provided in the Agreement, withdrawals from
      the
      Collection Account and the Distribution Account may be made from time to time
      for purposes other than distributions to Certificateholders, such purposes
      including reimbursement of advances made, or certain expenses incurred, with
      respect to the Mortgage Loans.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Servicer, the Trust Administrator and the Trustee and the rights of the
      Certificateholders under the Agreement at any time by the Depositor, the
      Servicer, the Trust Administrator and the Trustee with the consent of the
      Holders of Certificates entitled to at least 66% of the Voting Rights. Any
      such
      consent by the Holder of this Certificate shall be conclusive and binding on
      such Holder and upon all future Holders of this Certificate and of any
      Certificate issued upon the transfer hereof or in exchange herefor or in lieu
      hereof whether or not notation of such consent is made upon this Certificate.
      The Agreement also permits the amendment thereof, in certain limited
      circumstances, without the consent of the Holders of any of the
      Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Trust Administrator as provided in the Agreement,
      duly
      endorsed by, or accompanied by an assignment in the form below or other written
      instrument of transfer in form satisfactory to the Trust Administrator duly
      executed by, the Holder hereof or such Holder’s attorney duly authorized in
      writing, and thereupon one or more new Certificates of the same Class in
      authorized denominations evidencing the same aggregate Percentage Interest
      will
      be issued to the designated transferee or transferees.

     

    No
      transfer of this Certificate shall be made unless the transfer is made pursuant
      to an effective registration statement under the Securities Act of 1933, as
      amended (the “1933 Act”), and an effective registration or qualification under
      applicable state securities laws, or is made in a transaction that does not
      require such registration or qualification. In the event that such a transfer
      of
      this Certificate is to be made without registration or qualification, the Trust
      Administrator shall require receipt of (i) if such transfer is purportedly
      being
      made in reliance upon Rule 144A under the 1933 Act, written certifications
      from
      the Holder of the Certificate desiring to effect the transfer, and from such
      Holder’s prospective transferee, substantially in the forms attached to the
      Agreement as Exhibit F-1, and (ii) in all other cases, an Opinion of Counsel
      satisfactory to it that such transfer may be made without such registration
      or
      qualification (which Opinion of Counsel shall not be an expense of the Trust
      Fund or of the Depositor, the Trustee, the Trust Administrator or the Servicer
      in their respective capacities as such), together with copies of the written
      certification(s) of the Holder of the Certificate desiring to effect the
      transfer and/or such Holder’s prospective transferee upon which such Opinion of
      Counsel is based. None of the Depositor or the Trust Administrator is obligated
      to register or qualify the Class of Certificates specified on the face hereof
      under the 1933 Act or any other securities law or to take any action not
      otherwise required under the Agreement to permit the transfer of such
      Certificates without registration or qualification. Any Holder desiring to
      effect a transfer of this Certificate shall be required to indemnify the
      Trustee, the Trust Administrator, the Depositor, the Servicer and any
      Sub-Servicer against any liability that may result if the transfer is not so
      exempt or is not made in accordance with such federal and state
      laws.

     

    No
      transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
      the
      Code, any Person acting, directly or indirectly, on behalf of any such Plan
      or
      any Person using “Plan Assets” to acquire this Certificate shall be made except
      in accordance with Section 5.02(b) of the Agreement.  In addition, no
      transfer of this Certificate shall be made except in accordance with the tax
      certification form procedures set forth in Section 5.02(b) of the
      Agreement.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same.  No
      service charge will be made for any such registration of transfer or exchange
      of
      Certificates, but the Trust Administrator may require payment of a sum
      sufficient to cover any tax or other governmental charge that may be imposed
      in
      connection with any transfer or exchange of Certificates.

     

    The
      Depositor, the Servicer, the Trust Administrator, the Trustee and any agent
      of
      the Depositor, the Servicer, the Trust Administrator or the Trustee may treat
      the Person in whose name this Certificate is registered as the owner hereof
      for
      all purposes, and none of the Depositor, the Servicer, the Trust Administrator,
      the Trustee nor any such agent shall be affected by notice to the
      contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Trust Administrator and required to be paid to them pursuant to the Agreement
      following the earlier of (i) the final payment or other liquidation (or any
      advance with respect thereto) of the last Mortgage Loan and REO Property
      remaining in REMIC I and (ii) the purchase by the party designated in the
      Agreement at a price determined as provided in the Agreement from REMIC I of
      all
      the Mortgage Loans and all property acquired in respect of such Mortgage Loans.
      The Agreement permits, but does not require, the party designated in the
      Agreement to purchase from REMIC I all the Mortgage Loans and all property
      acquired in respect of any Mortgage Loan at a price determined as provided
      in
      the Agreement. The exercise of such right will effect early retirement of the
      Certificates; however, such right to purchase is subject to the aggregate Stated
      Principal Balance of the Mortgage Loans at the time of purchase being less
      than
      10% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
      Cut-off Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor and
      the
      Trustee assumes no responsibility for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Trust
      Administrator, by manual signature, this Certificate shall not be entitled
      to
      any benefit under the Agreement or be valid for any purpose.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    IN
      WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
      duly
      executed.

    


    Dated:
      October ___, 2007

    


    


    
      	 	
              Citibank,
                N.A., as Trust Administrator

               

            
	 	 
	 	 
	 	
              By:______________________________ 
                       
                Authorized Officer

               

            


    

     

    


    CERTIFICATE
      OF AUTHENTICATION

    


    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

    


    


    
      	 	
              Citibank,
                N.A., as Trust Administrator

               

            
	 	 
	 	 
	 	
              By:______________________________
                

                                 
                Authorized Signatory

               

            
	 	 


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ABBREVIATIONS

     

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

     

    
      	
              TEN
                COM - as tenants in common

               

            	
              UNIF
                GIFT MIN ACT - Custodian

               

            
	
              TEN
                ENT - as tenants by the entireties

               

            	
              (Cust)
                (Minor) under

              Uniform
                Gifts to Minors Act

               

            
	
              JT
                TEN - as joint tenants with right

              if
                survivorship and not as

              tenants
                in common

               

            	
              _______________

                        
                (State)

               

            


    

    


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

     

    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and
      transfer(s)  unto
      ________________________________________________________________________________________________

    
      	 
	 


    

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee) a Percentage Interest equal to ____%
      evidenced by the within Asset Backed Pass-Through Certificates and hereby
      authorize(s) the registration of transfer of such interest to assignee on the
      Certificate Register of the Trust Fund.

     

    I
      (we)
      further direct the Trust Administrator to issue a new Certificate of a like
      Percentage Interest and Class to the above named assignee and deliver such
      Certificate to the following address:

     

    
      	 
	 	
              .

            


    

    


    
      	
              Dated:

            	 
	 	
              Signature
                by or on behalf of assignor

            
	 	 
	 	 
	 	 
	 	
              Signature
                Guaranteed

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    Distributions
      shall be made, by wire transfer or otherwise, in immediately available funds
      to
      ________________________________________________________________________________________________
      _______________________________________________________________ for the account
      of _______________________________, account number
      ______________________________, or, if mailed by check,
      to___________________________________________________________________________________________________________________________________________________________________________

    
      	 	
              .

            


    

    Applicable
      statements should be mailed
      to___________________________________________________________________________________________________________________________________________

    
      	 	
              .

            


    

    This
      information is provided by ___________________________________________, the
      assignee named above, or ________________________________________, as its
      agent.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      A-17

     

    FORM
      OF
      CLASS P CERTIFICATE

     

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

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
      (THE “CODE”).

     

    THIS
      CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT
      OF
      1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD
      OR
      TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD
      OR
      TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT
      AND
      UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS
      OF SECTION 5.02 OF THE AGREEMENT.

     

    NO
      TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
      ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
      AS
      AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
      DESCRIBED HEREIN.


     

    
      	
              Series:
                2007-WFHE4

               

            	
              Aggregate
                Certificate Principal Balance of the Class P Certificates as of the
                Issue
                Date: $100.00

               

            
	
              Cut-off
                Date and date of Pooling and Servicing Agreement: October 1,
                2007

               

            	
              Denomination:
                $100.00

               

            
	
              First
                Distribution Date: November 26, 2007

               

            	
              Servicer:  Wells
                Fargo Bank, N.A.

               

            
	
              No.
                1

               

            	
              Trust
                Administrator:  Citibank, N.A.

               

            
	 	
              Trustee:
                U.S. Bank National Association

               

            
	 	
              Issue
                Date: October 31, 2007

               

            


    

    


    DISTRIBUTIONS
      IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
      MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
      AS
      THE DENOMINATION OF THIS CERTIFICATE.

     

    ASSET
      BACKED PASS-THROUGH CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
      primarily of a pool of conventional one- to four-family, fixed-rate and
      adjustable-rate, first lien and second lien mortgage loans (the “Mortgage
      Loans”) formed and sold by

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUST ADMINISTRATOR, THE TRUSTEE
      OR
      ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
      MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
      STATES.

     

    This
      certifies that Cede & Co. is the registered owner of a Percentage Interest
      (obtained by dividing the denomination of this Certificate by the aggregate
      Certificate Principal Balance of the Class P Certificates as of the Issue Date)
      in that certain beneficial ownership interest evidenced by all the Class P
      Certificates in REMIC II created pursuant to a Pooling and Servicing Agreement,
      dated as specified above (the “Agreement”), among Citigroup Mortgage Loan Trust
      Inc. (hereinafter called the “Depositor,” which term includes any successor
      entity under the Agreement), the Servicer, the Trust Administrator and the
      Trustee, a summary of certain of the pertinent provisions of which is set forth
      hereafter.  To the extent not defined herein, the capitalized terms
      used herein have the meanings assigned in the Agreement.  This
      Certificate is issued under and is subject to the terms, provisions and
      conditions of the Agreement, to which Agreement the Holder of this Certificate
      by virtue of the acceptance hereof assents and by which such Holder is
      bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th day of
      each month
      or, if such 25th day is
      not a
      Business Day, the Business Day immediately following (a “Distribution Date”),
      commencing on the First Distribution Date specified above, to the Person in
      whose name this Certificate is registered on the Record Date, in an amount
      equal
      to the product of the Percentage Interest evidenced by this Certificate and
      the
      amount required to be distributed to the Holders of Class P Certificates on
      such
      Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Trust Administrator  by wire transfer in
      immediately available funds to the account of the Person entitled thereto if
      such Person shall have so notified the Trust Administrator in writing at least
      five Business Days prior to the Record Date immediately prior to such
      Distribution Date or otherwise by check mailed by first class mail to the
      address of the Person entitled thereto, as such name and address shall appear
      on
      the Certificate Register. Notwithstanding the above, the final distribution
      on
      this Certificate will be made after due notice by the Trust Administrator of
      the
      pendency of such distribution and only upon presentation and surrender of this
      Certificate at the office or agency appointed by the Trust Administrator for
      that purpose as provided in the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Asset Backed Pass-Through Certificates of the Series specified on the face
      hereof (herein called the “Certificates”) and representing the Percentage
      Interest specified above in the Class of Certificates to which the Certificate
      belongs.

     

    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans, all as more specifically set forth
      herein and in the Agreement. As provided in the Agreement, withdrawals from
      the
      Collection Account and the Distribution Account may be made from time to time
      for purposes other than distributions to Certificateholders, such purposes
      including reimbursement of advances made, or certain expenses incurred, with
      respect to the Mortgage Loans.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Servicer, the Trust Administrator and the Trustee and the rights of the
      Certificateholders under the Agreement at any time by the Depositor, the
      Servicer, the Trust Administrator and the Trustee with the consent of the
      Holders of Certificates entitled to at least 66% of the Voting Rights. Any
      such
      consent by the Holder of this Certificate shall be conclusive and binding on
      such Holder and upon all future Holders of this Certificate and of any
      Certificate issued upon the transfer hereof or in exchange herefor or in lieu
      hereof whether or not notation of such consent is made upon this Certificate.
      The Agreement also permits the amendment thereof, in certain limited
      circumstances, without the consent of the Holders of any of the
      Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Trust Administrator as provided in the Agreement,
      duly
      endorsed by, or accompanied by an assignment in the form below or other written
      instrument of transfer in form satisfactory to the Trust Administrator duly
      executed by, the Holder hereof or such Holder’s attorney duly authorized in
      writing, and thereupon one or more new Certificates of the same Class in
      authorized denominations evidencing the same aggregate Percentage Interest
      will
      be issued to the designated transferee or transferees.

     

    No
      transfer of this Certificate shall be made unless the transfer is made pursuant
      to an effective registration statement under the Securities Act of 1933, as
      amended (the “1933 Act”), and an effective registration or qualification under
      applicable state securities laws, or is made in a transaction that does not
      require such registration or qualification. In the event that such a transfer
      of
      this Certificate is to be made without registration or qualification, the Trust
      Administrator shall require receipt of (i) if such transfer is purportedly
      being
      made in reliance upon Rule 144A under the 1933 Act, written certifications
      from
      the Holder of the Certificate desiring to effect the transfer, and from such
      Holder’s prospective transferee, substantially in the forms attached to the
      Agreement as Exhibit F-1, and (ii) in all other cases, an Opinion of Counsel
      satisfactory to it that such transfer may be made without such registration
      or
      qualification (which Opinion of Counsel shall not be an expense of the Trust
      Fund or of the Depositor, the Trustee, the Trust Administrator or the Servicer
      in their respective capacities as such), together with copies of the written
      certification(s) of the Holder of the Certificate desiring to effect the
      transfer and/or such Holder’s prospective transferee upon which such Opinion of
      Counsel is based. None of the Depositor or the Trust Administrator is obligated
      to register or qualify the Class of Certificates specified on the face hereof
      under the 1933 Act or any other securities law or to take any action not
      otherwise required under the Agreement to permit the transfer of such
      Certificates without registration or qualification. Any Holder desiring to
      effect a transfer of this Certificate shall be required to indemnify the
      Trustee, the Trust Administrator, the Depositor, the Servicer and any
      Sub-Servicer against any liability that may result if the transfer is not so
      exempt or is not made in accordance with such federal and state
      laws.

     

    No
      transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
      the
      Code, any Person acting, directly or indirectly, on behalf of any such Plan
      or
      any Person using “Plan Assets” to acquire this Certificate shall be made except
      in accordance with Section 5.02(b) of the Agreement.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same.  No
      service charge will be made for any such registration of transfer or exchange
      of
      Certificates, but the Trust Administrator may require payment of a sum
      sufficient to cover any tax or other governmental charge that may be imposed
      in
      connection with any transfer or exchange of Certificates.

     

    The
      Depositor, the Servicer, the Trust Administrator, the Trustee and any agent
      of
      the Depositor, the Servicer, the Trust Administrator or the Trustee may treat
      the Person in whose name this Certificate is registered as the owner hereof
      for
      all purposes, and none of the Depositor, the Servicer, the Trust Administrator,
      the Trustee nor any such agent shall be affected by notice to the
      contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Trust Administrator and required to be paid to them pursuant to the Agreement
      following the earlier of (i) the final payment or other liquidation (or any
      advance with respect thereto) of the last Mortgage Loan and REO Property
      remaining in REMIC I and (ii) the purchase by the party designated in the
      Agreement at a price determined as provided in the Agreement from REMIC I of
      all
      the Mortgage Loans and all property acquired in respect of such Mortgage Loans.
      The Agreement permits, but does not require, the party designated in the
      Agreement to purchase from REMIC I all the Mortgage Loans and all property
      acquired in respect of any Mortgage Loan at a price determined as provided
      in
      the Agreement. The exercise of such right will effect early retirement of the
      Certificates; however, such right to purchase is subject to the aggregate Stated
      Principal Balance of the Mortgage Loans at the time of purchase being less
      than
      10% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
      Cut-off Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor and
      the
      Trustee assumes no responsibility for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Trust
      Administrator, by manual signature, this Certificate shall not be entitled
      to
      any benefit under the Agreement or be valid for any purpose.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    IN
      WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
      duly
      executed.

    


    Dated:
      October ___, 2007

    


    


    
      	 	
              Citibank,
                N.A., as Trust Administrator

               

            
	 	 
	 	 
	 	
              By:______________________________
                
                     
                Authorized Officer

               

            


    

    


    


    


    CERTIFICATE
      OF AUTHENTICATION

    


    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

    


    


    
      	 	
              Citibank,
                N.A., as Trust Administrator

               

            
	 	 
	 	 
	 	
              By:______________________________
                

                                    
                Authorized Signatory

               

            
	 	 


    

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    ABBREVIATIONS

     

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

     

    
      	
              TEN
                COM - as tenants in common

               

            	
              UNIF
                GIFT MIN ACT - Custodian

               

            
	
              TEN
                ENT - as tenants by the entireties

               

            	
              (Cust)
                (Minor) under

              Uniform
                Gifts to Minors Act

               

            
	
              JT
                TEN - as joint tenants with right

              if
                survivorship and not as

              tenants
                in common

               

            	
              _______________

                        
                (State)

               

            


    

    


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

     

    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and
      transfer(s)  unto
      _______________________________________________________________________________________________

    
      	 
	 


    

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee) a Percentage Interest equal to ____%
      evidenced by the within Asset Backed Pass-Through Certificates and hereby
      authorize(s) the registration of transfer of such interest to assignee on the
      Certificate Register of the Trust Fund.

     

    I
      (we)
      further direct the Trust Administrator to issue a new Certificate of a like
      Percentage Interest and Class to the above named assignee and deliver such
      Certificate to the following address:

     

    
      	 
	 	
              .

            


    

    


    
      	
              Dated:

            	 
	 	
              Signature
                by or on behalf of assignor

            
	 	 
	 	 
	 	 
	 	
              Signature
                Guaranteed

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    Distributions
      shall be made, by wire transfer or otherwise, in immediately available funds
      to
      ______________________________________________________________________________________________
      _______________________________________________________________ for the account
      of _______________________________, account number
      ______________________________, or, if mailed by check,
      to__________________________________________________________________________________________________________________________________________________________________________

    
      	 	
              .

            


    

    Applicable
      statements should be mailed
      to____________________________________________________________________________________________________________________________________________

    
      	 	
              .

            


    

    This
      information is provided by ___________________________________________, the
      assignee named above, or ________________________________________, as its
      agent.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
      A-18

     

    FORM
      OF
      CLASS R CERTIFICATE

     

    THIS
      CERTIFICATE MAY NOT BE TRANSFERRED TO A NON-UNITED STATES PERSON.

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (“REMIC”), AS THOSE TERMS ARE
      DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE
      OF
      1986, AS AMENDED (THE “CODE”).

     

    ANY
      RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
      IN
      ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT REFERRED TO
      HEREIN.

     

    THIS
      CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT
      OF
      1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD
      OR
      TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD
      OR
      TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT
      AND
      UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS
      OF SECTION 5.02 OF THE AGREEMENT REFERRED TO HEREIN.

     

    NO
      TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
      ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
      ACT OF 1974, AS AMENDED (“ERISA”), OR THE CODE WILL BE REGISTERED EXCEPT IN
      COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN.

     

    ANY
      RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
      IF
      THE PROPOSED TRANSFEREE PROVIDES (I) AN AFFIDAVIT TO THE TRUST ADMINISTRATOR
      THAT (A) SUCH TRANSFEREE IS NOT (1) THE UNITED STATES OR ANY POSSESSION THEREOF,
      ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY
      INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE
      FOREGOING, (2) ANY ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN SECTION
      521 OF THE CODE) THAT IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE
      UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE
      CODE, (3) ANY ORGANIZATION DESCRIBED IN SECTION 1381(A)(2)(C) OF THE CODE (ANY
      SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (1), (2) OR (3) SHALL HEREINAFTER
      BE REFERRED TO AS A “DISQUALIFIED ORGANIZATION”) OR (4) AN AGENT OF A
      DISQUALIFIED ORGANIZATION AND (B) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE
      THE
      ASSESSMENT OR COLLECTION OF TAX, AND (II) SUCH TRANSFEREE SATISFIES CERTAIN
      ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED
      TRANSFEREE.  NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE
      REGISTER OF ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO
      A
      DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH
      REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND
      SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE
      HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS
      CERTIFICATE.  EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE HEREOF
      SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH AND THE
      PROVISIONS OF SECTION 5.02(D) OF THE AGREEMENT REFERRED TO
      HEREIN.  ANY PERSON THAT IS A DISQUALIFIED ORGANIZATION IS PROHIBITED
      FROM ACQUIRING BENEFICIAL OWNERSHIP OF THIS CERTIFICATE.

     

    
      	
              Series
                2007-WFHE4

               

            	
              Aggregate
                Percentage Interest of the Class R Certificates as of the Issue Date:
                100%

               

            
	
              Cut-off
                Date and date of Pooling and Servicing Agreement: October 1,
                2007

               

            	 
	
              First
                Distribution Date: November 26, 2007

               

            	
              Servicer:  Wells
                Fargo Bank, N.A.

               

            
	
              No.
                1

               

            	
              Trust
                Administrator:  Citibank, N.A.

               

            
	 	
              Trustee:
                U.S. Bank National Association

               

            
	 	
              Issue
                Date: October 31, 2007

               

            


    

    DISTRIBUTIONS
      IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
      MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
      AS
      THE DENOMINATION OF THIS CERTIFICATE.

     

    ASSET-BACKED
      PASS-THROUGH CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a portion of a Trust Fund (the “Trust Fund”)
      consisting primarily of a pool of conventional one- to four-family, fixed-rate,
      first lien and second lien mortgage loans (the “Mortgage Loans”) formed and sold
      by

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUST ADMINISTRATOR, THE TRUSTEE
      OR
      ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
      MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
      STATES.

     

    This
      certifies that Citigroup Global Markets Inc. is the registered owner of a
      Percentage Interest (obtained by dividing the denomination of this Certificate
      by the aggregate Certificate Principal Balance of the Class R Certificates
      as of
      the Issue Date) in that certain beneficial ownership interest evidenced by
      all
      the Class R Certificates created pursuant to a Pooling and Servicing Agreement,
      dated as specified above (the “Agreement”), among Citigroup Mortgage Loan Trust
      Inc. (hereinafter called the “Depositor,” which term includes any successor
      entity under the Agreement), the Servicer, the Trust Administrator and the
      Trustee, a summary of certain of the pertinent provisions of which is set forth
      hereafter.  To the extent not defined herein, the capitalized terms
      used herein have the meanings assigned in the Agreement.  This
      Certificate is issued under and is subject to the terms, provisions and
      conditions of the Agreement, to which Agreement the Holder of this Certificate
      by virtue of the acceptance hereof assents and by which such Holder is
      bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th day of
      each month
      or, if such 25th day is
      not a
      Business Day, the Business Day immediately following (a “Distribution Date”),
      commencing on the First Distribution Date specified above, to the Person in
      whose name this Certificate is registered on the Record Date, in an amount
      equal
      to the product of the Percentage Interest evidenced by this Certificate and
      the
      amount required to be distributed to the Holders of Class R Certificates on
      such
      Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Trust Administrator by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Trust Administrator in writing at least five Business
      Days prior to the Record Date immediately prior to such Distribution Date or
      otherwise by check mailed by first class mail to the address of the Person
      entitled thereto, as such name and address shall appear on the Certificate
      Register.  Notwithstanding the above, the final distribution on this
      Certificate will be made after due notice by the Trust Administrator of the
      pendency of such distribution and only upon presentation and surrender of this
      Certificate at the office or agency appointed by the Trust Administrator for
      that purpose as provided in the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Asset-Backed Pass-Through Certificates of the Series specified on the face
      hereof (herein called the “Certificates”) and representing a Percentage Interest
      in the Class of Certificates equal to the denomination specified on the face
      hereof divided by the aggregate Certificate Principal Balance of the Class
      of
      Certificates specified on the face hereof.

     

    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans, all as more specifically set forth
      herein and in the Agreement. As provided in the Agreement, withdrawals from
      the
      Collection Account and the Distribution Account may be made from time to time
      for purposes other than distributions to Certificateholders, such purposes
      including reimbursement of advances made, or certain expenses incurred, with
      respect to the Mortgage Loans.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Servicer, the Trust Administrator, the Trustee, and the rights of the
      Certificateholders under the Agreement at any time by the Depositor, the
      Servicer, the Trust Administrator and the Trustee with the consent of the
      Holders of Certificates entitled to at least 66% of the Voting Rights. Any
      such
      consent by the Holder of this Certificate shall be conclusive and binding on
      such Holder and upon all future Holders of this Certificate and of any
      Certificate issued upon the transfer hereof or in exchange herefor or in lieu
      hereof whether or not notation of such consent is made upon this Certificate.
      The Agreement also permits the amendment thereof, in certain limited
      circumstances, without the consent of the Holders of any of the
      Certificates.

     

    Any
      resale, transfer or other disposition of this certificate may be made only
      in
      accordance with the provisions of section 5.02 of the agreement referred to
      herein.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Trust Administrator as provided in the Agreement,
      duly
      endorsed by, or accompanied by an assignment in the form below or other written
      instrument of transfer in form satisfactory to the Trust Administrator duly
      executed by, the Holder hereof or such Holder’s attorney duly authorized in
      writing, and thereupon one or more new Certificates of the same Class in
      authorized denominations evidencing the same aggregate Percentage Interest
      will
      be issued to the designated transferee or transferees.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same.  No
      service charge will be made for any such registration of transfer or exchange
      of
      Certificates, but the Trust Administrator may require payment of a sum
      sufficient to cover any tax or other governmental charge that may be imposed
      in
      connection with any transfer or exchange of Certificates.

     

    No
      transfer of this Certificate shall be made unless the transfer is made pursuant
      to an effective registration statement under the Securities Act of 1933, as
      amended (the “1933 Act”), and an effective registration or qualification under
      applicable state securities laws, or is made in a transaction that does not
      require such registration or qualification. In the event that such a transfer
      of
      this Certificate is to be made without registration or qualification, the Trust
      Administrator shall require receipt of (i) if such transfer is purportedly
      being
      made in reliance upon Rule 144A under the 1933 Act, written certifications
      from
      the Holder of the Certificate desiring to effect the transfer, and from such
      Holder’s prospective transferee, substantially in the forms attached to the
      Agreement as Exhibit F-1, and (ii) in all other cases, an Opinion of Counsel
      satisfactory to it that such transfer may be made without such registration
      or
      qualification (which Opinion of Counsel shall not be an expense of the Trust
      Fund or of the Depositor, the Trustee, the Trust Administrator or the Servicer
      in their respective capacities as such), together with copies of the written
      certification(s) of the Holder of the Certificate desiring to effect the
      transfer and/or such Holder’s prospective transferee upon which such Opinion of
      Counsel is based. None of the Depositor or the Trust Administrator is obligated
      to register or qualify the Class of Certificates specified on the face hereof
      under the 1933 Act or any other securities law or to take any action not
      otherwise required under the Agreement to permit the transfer of such
      Certificates without registration or qualification. Any Holder desiring to
      effect a transfer of this Certificate shall be required to indemnify the
      Trustee, the Trust Administrator, the Depositor, the Servicer and any
      Sub-Servicer against any liability that may result if the transfer is not so
      exempt or is not made in accordance with such federal and state
      laws.

     

    No
      transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
      the
      Code, any Person acting, directly or indirectly, on behalf of any such Plan
      or
      any person using Plan Assets to acquire this Certificate shall be made except
      in
      accordance with Section 5.02(b) of the Agreement.

     

    Prior
      to
      registration of any transfer, sale or other disposition of this Certificate,
      the
      proposed transferee shall provide to the Trust Administrator (i) an affidavit
      to
      the effect that such transferee is any Person other than a Disqualified
      Organization or the agent (including a broker, nominee or middleman) of a
      Disqualified Organization, and (ii) a certificate that acknowledges that (A)
      the
      Class R Certificates have been designated as a residual interest in the REMICs
      as set forth in the Agreement, (B) it will include in its income a pro rata
      share of the net income of the Trust Fund and that such income may be an “excess
      inclusion,” as defined in the Code, that, with certain exceptions, cannot be
      offset by other losses or benefits from any tax exemption, and (C) it expects
      to
      have the financial means to satisfy all of its tax obligations including those
      relating to holding the Class R Certificates. Notwithstanding the registration
      in the Certificate Register of any transfer, sale or other disposition of this
      Certificate to a Disqualified Organization or an agent (including a broker,
      nominee or middleman) of a Disqualified Organization, such registration shall
      be
      deemed to be of no legal force or effect whatsoever and such Person shall not
      be
      deemed to be a Certificateholder for any purpose, including, but not limited
      to,
      the receipt of distributions in respect of this Certificate.

     

    The
      Holder of this Certificate, by its acceptance hereof, shall be deemed to have
      consented to the provisions of Section 5.02 of the Agreement and to any
      amendment of the Agreement deemed necessary by counsel of the Depositor to
      ensure that the transfer of this Certificate to any Person other than a
      Permitted Transferee or any other Person will not cause the Trust Fund to cease
      to qualify as a REMIC or cause the imposition of a tax upon any
      REMIC.

     

    No
      service charge will be made for any such registration of transfer or exchange
      of
      Certificates, but the Trust Administrator may require payment of a sum
      sufficient to cover any tax or other governmental charge that may be imposed
      in
      connection with any transfer or exchange of Certificates.

     

    The
      Depositor, the Servicer, the Trust Administrator, the Trustee and any agent
      of
      the Depositor, the Servicer, the Trust Administrator or the Trustee may treat
      the Person in whose name this Certificate is registered as the owner hereof
      for
      all purposes, and none of the Depositor, the Servicer, the Trust Administrator,
      the Trustee nor any such agent shall be affected by notice to the
      contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Trust Administrator and required to be paid to them pursuant to the Agreement
      following the earlier of (i) the purchase by the Servicer of all Mortgage Loans
      and related REO Property remaining in REMIC I, (ii) the final payment or other
      liquidation (or any advance with respect thereto) of the last Mortgage Loan
      or
      REO Property remaining in REMIC I.  The Agreement permits, but does
      not require, the party designated in the Agreement to purchase from REMIC I
      all
      the Mortgage Loans and all property acquired in respect of any Mortgage Loan
      at
      a price determined as provided in the Agreement. The exercise of such right
      will
      effect early retirement of the Certificates; however, such right to purchase
      is
      subject to the aggregate Stated Principal Balance of the Mortgage Loans at
      the
      time of purchase being less than 10% of the aggregate principal balance of
      the
      Mortgage Loans as of the Cut-off Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      none of the Trustee, Servicer or Trust Administrator assume responsibility
      for
      their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Trust
      Administrator, by manual signature, this Certificate shall not be entitled
      to
      any benefit under the Agreement or be valid for any purpose.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    IN
      WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be duly
      executed.

    


    Dated:
      October ___, 2007

    


    
      	 	 
	 	
              Citibank,
                N.A., as Trust Administrator

               

            
	 	 
	 	 
	 	
              By:______________________________
                
                     
                Authorized Officer

               

            


    

    


    


    


    CERTIFICATE
      OF AUTHENTICATION

    


    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

    


    


    
      	 	
              Citibank,
                N.A., as Trust Administrator

               

            
	 	 
	 	 
	 	
              By:______________________________
                

                               
                Authorized Signatory

               

            
	 	 


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ABBREVIATIONS

     

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

     

    
      	
              TEN
                COM - as tenants in common

               

            	
              UNIF
                GIFT MIN ACT - Custodian

               

            
	
              TEN
                ENT - as tenants by the entireties

               

            	
              (Cust)
                (Minor) under

              Uniform
                Gifts to Minors Act

               

            
	
              JT
                TEN - as joint tenants with right

              if
                survivorship and not as

              tenants
                in common

               

            	
              _______________

                         
                (State)

               

            


    

    


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


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and
      transfer(s)  unto
      _______________________________________________________________________________________________

    
      	 
	 


    

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee) a Percentage Interest equal to ____%
      evidenced by the within Asset-Backed Pass-Through Certificates and hereby
      authorize(s) the registration of transfer of such interest to assignee on the
      Certificate Register of the Trust Fund.

    I
      (we)
      further direct the Trust Administrator to issue a new Certificate of a like
      Percentage Interest and Class to the above named assignee and deliver such
      Certificate to the following address:

     

    
      	 
	 	
              .

            


    

    


    
      	
              Dated:

            	 
	 	
              Signature
                by or on behalf of assignor

            
	 	 
	 	 
	 	 
	 	
              Signature
                Guaranteed

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    Distributions
      shall be made, by wire transfer or otherwise, in immediately available funds
      to
      ________________________________________________________________________________________________
      _______________________________________________________________ for the account
      of _______________________________, account number
      ______________________________, or, if mailed by check,
      to__________________________________________________________________________________________________________________________________________________________________________

    
      	 	
              .

            


    

    Applicable
      statements should be mailed
      to____________________________________________________________________________________________________________________________________________

    
      	 	
              .

            


    

    This
      information is provided by ___________________________________________, the
      assignee named above, or ________________________________________, as its
      agent.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      A-19

     

    FORM
      OF
      CLASS R-X CERTIFICATE

     

    THIS
      CERTIFICATE MAY NOT BE TRANSFERRED TO A NON-UNITED STATES PERSON.

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (“REMIC”), AS THOSE TERMS ARE
      DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE
      OF
      1986, AS AMENDED (THE “CODE”).

     

    ANY
      RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
      IN
      ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT REFERRED TO
      HEREIN.

     

    THIS
      CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT
      OF
      1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD
      OR
      TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD
      OR
      TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT
      AND
      UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS
      OF SECTION 5.02 OF THE AGREEMENT REFERRED TO HEREIN.

     

    NO
      TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
      ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
      ACT OF 1974, AS AMENDED (“ERISA”), OR THE CODE WILL BE REGISTERED EXCEPT IN
      COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN.

     

    ANY
      RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
      IF
      THE PROPOSED TRANSFEREE PROVIDES (I) AN AFFIDAVIT TO THE TRUST ADMINISTARTOR
      THAT (A) SUCH TRANSFEREE IS NOT (1) THE UNITED STATES OR ANY POSSESSION THEREOF,
      ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY
      INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE
      FOREGOING, (2) ANY ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN SECTION
      521 OF THE CODE) THAT IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE
      UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE
      CODE, (3) ANY ORGANIZATION DESCRIBED IN SECTION 1381(A)(2)(C) OF THE CODE (ANY
      SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (1), (2) OR (3) SHALL HEREINAFTER
      BE REFERRED TO AS A “DISQUALIFIED ORGANIZATION”) OR (4) AN AGENT OF A
      DISQUALIFIED ORGANIZATION AND (B) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE
      THE
      ASSESSMENT OR COLLECTION OF TAX, AND (II) SUCH TRANSFEREE SATISFIES CERTAIN
      ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED
      TRANSFEREE.  NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE
      REGISTER OF ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO
      A
      DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH
      REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND
      SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE
      HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS
      CERTIFICATE.  EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE HEREOF
      SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH AND THE
      PROVISIONS OF SECTION 5.02(D) OF THE AGREEMENT REFERRED TO
      HEREIN.  ANY PERSON THAT IS A DISQUALIFIED ORGANIZATION IS PROHIBITED
      FROM ACQUIRING BENEFICIAL OWNERSHIP OF THIS CERTIFICATE.

     

    
      	
              Series
                2007-WFHE4

               

            	
              Aggregate
                Percentage Interest of the Class R-X Certificates as of the Issue
                Date:
                100%

               

            
	
              Cut-off
                Date and date of Pooling and Servicing Agreement: October 1,
                2007

               

            	 
	
              First
                Distribution Date: November 26, 2007

               

            	
              Servicer:  Wells
                Fargo Bank, N.A.

               

            
	
              No.
                1

               

            	
              Trust
                Administrator:  Citibank, N.A.

               

            
	 	
              Trustee:
                U.S. Bank National Association

               

            
	 	
              Issue
                Date: October 31, 2007

               

            


    

    DISTRIBUTIONS
      IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
      MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
      AS
      THE DENOMINATION OF THIS CERTIFICATE.

     

    ASSET-BACKED
      PASS-THROUGH CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a portion of a Trust Fund (the “Trust Fund”)
      consisting primarily of a pool of conventional one- to four-family, fixed-rate,
      first lien mortgage loans (the “Mortgage Loans”) formed and sold by

     

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
      MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUST ADMINISTRATOR, THE TRUSTEE
      OR
      ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
      MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
      STATES.

     

    This
      certifies that Citigroup Global Markets Inc. is the registered owner of a
      Percentage Interest (obtained by dividing the denomination of this Certificate
      by the aggregate Certificate Principal Balance of the Class R-X Certificates
      as
      of the Issue Date) in that certain beneficial ownership interest evidenced
      by
      all the Class R-X Certificates created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
      Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
      successor entity under the Agreement), the Servicer, the Trust Administrator
      and
      the Trustee, a summary of certain of the pertinent provisions of which is set
      forth hereafter.  To the extent not defined herein, the capitalized
      terms used herein have the meanings assigned in the Agreement.  This
      Certificate is issued under and is subject to the terms, provisions and
      conditions of the Agreement, to which Agreement the Holder of this Certificate
      by virtue of the acceptance hereof assents and by which such Holder is
      bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th day of
      each month
      or, if such 25th day is
      not a
      Business Day, the Business Day immediately following (a “Distribution Date”),
      commencing on the First Distribution Date specified above, to the Person in
      whose name this Certificate is registered on the Record Date, in an amount
      equal
      to the product of the Percentage Interest evidenced by this Certificate and
      the
      amount required to be distributed to the Holders of Class R-X Certificates
      on
      such Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Trust Administrator by wire transfer in immediately
      available funds to the account of the Person entitled thereto if such Person
      shall have so notified the Trust Administrator in writing at least five Business
      Days prior to the Record Date immediately prior to such Distribution Date or
      otherwise by check mailed by first class mail to the address of the Person
      entitled thereto, as such name and address shall appear on the Certificate
      Register.  Notwithstanding the above, the final distribution on this
      Certificate will be made after due notice by the Trust Administrator of the
      pendency of such distribution and only upon presentation and surrender of this
      Certificate at the office or agency appointed by the Trust Administrator for
      that purpose as provided in the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Asset-Backed Pass-Through Certificates of the Series specified on the face
      hereof (herein called the “Certificates”) and representing a Percentage Interest
      in the Class of Certificates equal to the denomination specified on the face
      hereof divided by the aggregate Certificate Principal Balance of the Class
      of
      Certificates specified on the face hereof.

     

    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans, all as more specifically set forth
      herein and in the Agreement. As provided in the Agreement, withdrawals from
      the
      Collection Account and the Distribution Account may be made from time to time
      for purposes other than distributions to Certificateholders, such purposes
      including reimbursement of advances made, or certain expenses incurred, with
      respect to the Mortgage Loans.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Servicer, the Trust Administrator, the Trustee, and the rights of the
      Certificateholders under the Agreement at any time by the Depositor, the
      Servicer, the Trust Administrator and the Trustee with the consent of the
      Holders of Certificates entitled to at least 66% of the Voting Rights. Any
      such
      consent by the Holder of this Certificate shall be conclusive and binding on
      such Holder and upon all future Holders of this Certificate and of any
      Certificate issued upon the transfer hereof or in exchange herefor or in lieu
      hereof whether or not notation of such consent is made upon this Certificate.
      The Agreement also permits the amendment thereof, in certain limited
      circumstances, without the consent of the Holders of any of the
      Certificates.

     

    Any
      resale, transfer or other disposition of this certificate may be made only
      in
      accordance with the provisions of section 5.02 of the agreement referred to
      herein.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Trust Administrator as provided in the Agreement,
      duly
      endorsed by, or accompanied by an assignment in the form below or other written
      instrument of transfer in form satisfactory to the Trust Administrator duly
      executed by, the Holder hereof or such Holder’s attorney duly authorized in
      writing, and thereupon one or more new Certificates of the same Class in
      authorized denominations evidencing the same aggregate Percentage Interest
      will
      be issued to the designated transferee or transferees.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same.  No
      service charge will be made for any such registration of transfer or exchange
      of
      Certificates, but the Trust Administrator may require payment of a sum
      sufficient to cover any tax or other governmental charge that may be imposed
      in
      connection with any transfer or exchange of Certificates.

     

    No
      transfer of this Certificate shall be made unless the transfer is made pursuant
      to an effective registration statement under the Securities Act of 1933, as
      amended (the “1933 Act”), and an effective registration or qualification under
      applicable state securities laws, or is made in a transaction that does not
      require such registration or qualification. In the event that such a transfer
      of
      this Certificate is to be made without registration or qualification, the Trust
      Administrator shall require receipt of (i) if such transfer is purportedly
      being
      made in reliance upon Rule 144A under the 1933 Act, written certifications
      from
      the Holder of the Certificate desiring to effect the transfer, and from such
      Holder’s prospective transferee, substantially in the forms attached to the
      Agreement as Exhibit F-1, and (ii) in all other cases, an Opinion of Counsel
      satisfactory to it that such transfer may be made without such registration
      or
      qualification (which Opinion of Counsel shall not be an expense of the Trust
      Fund or of the Depositor, the Trustee, the Trust Administrator or the Servicer
      in their respective capacities as such), together with copies of the written
      certification(s) of the Holder of the Certificate desiring to effect the
      transfer and/or such Holder’s prospective transferee upon which such Opinion of
      Counsel is based. None of the Depositor or the Trust Administrator is obligated
      to register or qualify the Class of Certificates specified on the face hereof
      under the 1933 Act or any other securities law or to take any action not
      otherwise required under the Agreement to permit the transfer of such
      Certificates without registration or qualification. Any Holder desiring to
      effect a transfer of this Certificate shall be required to indemnify the
      Trustee, the Trust Administrator, the Depositor, the Servicer and any
      Sub-Servicer against any liability that may result if the transfer is not so
      exempt or is not made in accordance with such federal and state
      laws.

     

    No
      transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
      the
      Code, any Person acting, directly or indirectly, on behalf of any such Plan
      or
      any person using Plan Assets to acquire this Certificate shall be made except
      in
      accordance with Section 5.02(b) of the Agreement.

     

    Prior
      to
      registration of any transfer, sale or other disposition of this Certificate,
      the
      proposed transferee shall provide to the Trust Administrator (i) an affidavit
      to
      the effect that such transferee is any Person other than a Disqualified
      Organization or the agent (including a broker, nominee or middleman) of a
      Disqualified Organization, and (ii) a certificate that acknowledges that (A)
      the
      Class R-X Certificates have been designated as a residual interest in the REMICs
      as set forth in the Agreement, (B) it will include in its income a pro rata
      share of the net income of the Trust Fund and that such income may be an “excess
      inclusion,” as defined in the Code, that, with certain exceptions, cannot be
      offset by other losses or benefits from any tax exemption, and (C) it expects
      to
      have the financial means to satisfy all of its tax obligations including those
      relating to holding the Class R-X Certificates. Notwithstanding the registration
      in the Certificate Register of any transfer, sale or other disposition of this
      Certificate to a Disqualified Organization or an agent (including a broker,
      nominee or middleman) of a Disqualified Organization, such registration shall
      be
      deemed to be of no legal force or effect whatsoever and such Person shall not
      be
      deemed to be a Certificateholder for any purpose, including, but not limited
      to,
      the receipt of distributions in respect of this Certificate.

     

    The
      Holder of this Certificate, by its acceptance hereof, shall be deemed to have
      consented to the provisions of Section 5.02 of the Agreement and to any
      amendment of the Agreement deemed necessary by counsel of the Depositor to
      ensure that the transfer of this Certificate to any Person other than a
      Permitted Transferee or any other Person will not cause the Trust Fund to cease
      to qualify as a REMIC or cause the imposition of a tax upon any
      REMIC.

     

    No
      service charge will be made for any such registration of transfer or exchange
      of
      Certificates, but the Trust Administrator may require payment of a sum
      sufficient to cover any tax or other governmental charge that may be imposed
      in
      connection with any transfer or exchange of Certificates.

     

    The
      Depositor, the Servicer, the Trust Administrator, the Trustee and any agent
      of
      the Depositor, the Servicer, the Trust Administrator or the Trustee may treat
      the Person in whose name this Certificate is registered as the owner hereof
      for
      all purposes, and none of the Depositor, the Servicer, the Trust Administrator,
      the Trustee nor any such agent shall be affected by notice to the
      contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Trust Administrator and required to be paid to them pursuant to the Agreement
      following the earlier of (i) the purchase by the Servicer of all Mortgage Loans
      and related REO Property remaining in REMIC I, (ii) the final payment or other
      liquidation (or any advance with respect thereto) of the last Mortgage Loan
      or
      REO Property remaining in REMIC I.  The Agreement permits, but does
      not require, the party designated in the Agreement to purchase from REMIC I
      all
      the Mortgage Loans and all property acquired in respect of any Mortgage Loan
      at
      a price determined as provided in the Agreement. The exercise of such right
      will
      effect early retirement of the Certificates; however, such right to purchase
      is
      subject to the aggregate Stated Principal Balance of the Mortgage Loans at
      the
      time of purchase being less than 10% of the aggregate principal balance of
      the
      Mortgage Loans as of the Cut-off Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor, and
      none of the Trustee, Servicer or Trust Administrator assume responsibility
      for
      their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Trust
      Administrator, by manual signature, this Certificate shall not be entitled
      to
      any benefit under the Agreement or be valid for any purpose.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    IN
      WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
      duly
      executed.

    


    Dated:
      October ___, 2007

    


    
      	 	 
	 	
              Citibank,
                N.A., as Trust Administrator

               

            
	 	 
	 	 
	 	
              By:______________________________
                
                      
                Authorized Officer

               

            
	 	 


    

     

    CERTIFICATE
      OF AUTHENTICATION

    


    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

    


    


    
      	 	
              Citibank,
                N.A., as Trust Administrator

               

            
	 	 
	 	 
	 	
              By:______________________________
                

                                
                Authorized Signatory

               

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ABBREVIATIONS

     

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

     

    
      	
              TEN
                COM - as tenants in common

               

            	
              UNIF
                GIFT MIN ACT - Custodian

               

            
	
              TEN
                ENT - as tenants by the entireties

               

            	
              (Cust)
                (Minor) under

              Uniform
                Gifts to Minors Act

               

            
	
              JT
                TEN - as joint tenants with right

              if
                survivorship and not as

              tenants
                in common

               

            	
              _______________

                         
                (State)

               

            


    

    


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


     

    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and
      transfer(s)  unto
      _______________________________________________________________________________________________

    
      	 
	 


    

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee) a Percentage Interest equal to ____%
      evidenced by the within Asset-Backed Pass-Through Certificates and hereby
      authorize(s) the registration of transfer of such interest to assignee on the
      Certificate Register of the Trust Fund.

    I
      (we)
      further direct the Trust Administrator to issue a new Certificate of a like
      Percentage Interest and Class to the above named assignee and deliver such
      Certificate to the following address:

     

    
      	 
	 	
              .

            


    

    


    
      	
              Dated:

            	 
	 	
              Signature
                by or on behalf of assignor

            
	 	 
	 	 
	 	 
	 	
              Signature
                Guaranteed

            


    

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    Distributions
      shall be made, by wire transfer or otherwise, in immediately available funds
      to
      _______________________________________________________________________________________________
      _______________________________________________________________ for the account
      of _______________________________, account number
      ______________________________, or, if mailed by check,
      to__________________________________________________________________________________________________________________________________________________________________________

    
      	 	
              .

            


    

    Applicable
      statements should be mailed
      to____________________________________________________________________________________________________________________________________________

    
      	 	
              .

            


    

    This
      information is provided by ___________________________________________, the
      assignee named above, or ________________________________________, as its
      agent.

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
      B

     

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

    REPORTING
      RESPONSIBILITY

    


    As
      to
      each item described below, the entity indicated as the Responsible Party shall
      be primarily responsible for reporting the information to the Trust
      Administrator pursuant to Section 4.07(a)(iv).  If the Trust
      Administrator is indicated below as to any item, then the Trust Administrator
      is
      primarily responsible for obtaining that information.

     

    
      Under
        Item 1 of Form 10-D: a) items marked “4.02 statement” are required to be
        included in the periodic Distribution Date statement under Section 4.02,
        provided by the Trust Administrator based on information received from the
        Servicer; and b) items marked “Form 10-D report” are required to be in the Form
        10-D report but not the 4.02 statement, provided by the party
        indicated.  Information under all other Items of Form 10-D is to be
        included in the Form 10-D report.

      


      
        	
                Form

                 

              	
                Item

                 

              	 Description	
                Responsible
                  Party

                 

              
	
                10-D

                 

              	
                Must
                  be filed within 15 days of the Distribution Date.

                 

              
	 	
                1

                 

              	
                Distribution
                  and Pool Performance Information

                 

              	 	 
	
                Item
                  1121(a) – Distribution and Pool Performance Information

                 

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

                 

              	 	
                4.02
                  statement

                 

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

                 

              	 	
                4.02
                  statement

                 

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

                 

              	 	
                4.02
                  statement

                 

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

                 

              	 	
                4.02
                  statement

                 

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

                 

              	 	
                4.02
                  statement

                 

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

                 

              	 	
                4.02
                  statement

                 

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

                 

              	 	
                4.02
                  statement

                 

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

                 

              	 	
                4.02
                  statement

                 

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

                 

              	 	
                4.02
                  statement

                 

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

                 

              	 	
                4.02
                  statement

                 

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

                 

              	 	
                4.02
                  statement

                 

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

                 

              	 	
                4.02
                  statement

                 

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

                 

              
	
                (9)
                  Delinquency and loss information for the period.

                 

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

                 

              	 	
                4.02
                  statement.

                 

                Form
                  10-D report: Depositor

                 

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

                 

              	 	
                4.02
                  statement

                 

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

                 

              	 	
                Form
                  10-D report: Trust Administrator (to the extent of the Trust
                  Administrator’s actual knowledge)

                 

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

                 

              	 	
                Form
                  10-D report

                 

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

                 

              	 	
                4.02
                  statement

                 

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

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

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

                 

              	 	
                Form
                  10-D report: Depositor

                 

                Form
                  10-D report: Depositor

                 

                 

                 

                 

                Form
                  10-D report: Depositor

                 

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

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

                 

              	 	
                Depositor

                 

              
	
                2

                 

              	
                Legal
                  Proceedings

                 

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

                 

                Seller

                 

                Depositor

                 

                Trustee

                 

                Trust
                  Administrator

                 

                Issuing
                  entity

                 

                Servicer

                 

                Originator

                 

                Custodian

                 

              	 	
                 

                 

                 

                Seller

                 

                Depositor

                 

                Trustee

                 

                Trust
                  Administrator

                 

                Depositor

                 

                Servicer

                 

                Originator

                 

                Custodian

                 

              
	
                3

                 

              	
                Sales
                  of Securities and Use of Proceeds

                 

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

                 

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

                 

              	 	
                 

                 

                 

                Depositor

                 

              
	
                4

                 

              	
                Defaults
                  Upon Senior Securities

                 

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

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

                 

              	 	
                 

                 

                N/A

                 

              
	
                5

                 

              	
                Submission
                  of Matters to a Vote of Security Holders

                 

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

                 

              	 	
                Depositor
                  or Trust Administrator (to the extent of the Trust Administrator’s actual
                  knowledge)

                 

              
	
                6

                 

              	
                Significant
                  Obligors of Pool Assets

                 

              	 	 
	
                Item
                  1112(b) –Significant Obligor Financial
                  Information*

                 

              	 	
                Depositor

                 

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

                 

              	 	 
	
                7

                 

              	
                Significant
                  Enhancement Provider Information

                 

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

                 

                Determining
                  applicable disclosure threshold

                 

                Obtaining
                  required financial information or effecting incorporation by
                  reference

                 

              	 	
                 

                Depositor

                 

                Depositor

                 

              
	
                Item
                  1115(b) – Derivative Counterparty Financial Information*

                 

                Determining
                  current maximum probable exposure

                 

                Determining
                  current significance percentage

                 

                Obtaining
                  required financial information or effecting incorporation by
                  reference

                 

              	 	
                 

                Depositor

                 

                Trust
                  Administrator

                 

                Depositor

                 

                 

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

                 

              	 	 
	
                8

                 

              	
                Other
                  Information

                 

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

                 

              	 	
                The
                  Responsible Party for the applicable Form 8-K item as indicated
                  below

                 

              
	
                9

                 

              	
                Exhibits

                 

              	 	 
	
                Distribution
                  report

                 

              	 	
                Trust
                  Administrator

                 

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

                 

              	 	
                Depositor

                 

              
	
                8-K

                 

              	
                Must
                  be filed within four business days of an event reportable on Form
                  8-K.

                 

              	 
	
                1.01

                 

              	
                Entry
                  into a Material Definitive Agreement

                 

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

                Examples:
                  servicing agreement, custodial agreement.

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

                 

              	 	
                Depositor

                 

              
	
                1.02

                 

              	
                Termination
                  of a Material Definitive Agreement

                 

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

                Examples:
                  servicing agreement, custodial agreement.

                 

                 

              	 	
                Depositor

                 

              
	
                1.03

                 

              	
                Bankruptcy
                  or Receivership

                 

              	 	 
	
                Disclosure
                  is required regarding the bankruptcy or receivership with respect
                  to any
                  of the following:

                Sponsor
                  (Seller), Depositor, Servicer, Trust Administrator, Interest Rate
                  Cap
                  Provider, Custodian

                 

              	 	
                Trust
                  Administrator (to the extent of the Trust Administrator’s actual
                  knowledge)

                 

              
	
                2.04

                 

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

                 

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

                Disclosure
                  will be made of events other than waterfall triggers which are
                  disclosed
                  in the 4.02 statement

                 

              	 	
                Trust
                  Administrator (to the extent of the Trust Administrator’s actual
                  knowledge)

                 

              
	
                3.03

                 

              	
                Material
                  Modification to Rights of Security Holders

                 

              	 	 
	
                Disclosure
                  is required of any material modification to documents defining
                  the rights
                  of Certificateholders, including the Pooling and Servicing
                  Agreement

                 

              	 	
                Trust
                  Administrator

                 

              
	
                5.03

                 

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

                 

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

                 

              	 	
                Depositor

                 

              
	
                5.06

                 

              	
                Change
                  in Shell Company Status

                 

              	 	 
	
                [Not
                  applicable to ABS issuers]

                 

              	 	
                Depositor

                 

              
	
                6.01

                 

              	
                ABS
                  Informational and Computational Material

                 

              	 	 
	
                [Not
                  included in reports to be filed under Section 4.07]

                 

              	 	
                Depositor

                 

              
	
                6.02

                 

              	
                Change
                  of Servicer, Trustee or Trust Administrator

                 

              	 	 
	
                Requires
                  disclosure of any removal, replacement, substitution or addition
                  of any
                  master servicer, affiliated servicer, other servicer servicing
                  10% or more
                  of pool assets at time of report, other material servicers, trust
                  administrator or trustee.  Reg AB disclosure about any new
                  servicer, trust administrator or trustee is also required.

                 

              	 	
                Trust
                  Administrator or Servicer

                 

              
	
                6.03

                 

              	
                Change
                  in Credit Enhancement or Other External Support

                 

              	 	 
	
                Covers
                  termination of any enhancement in manner other than by its terms,
                  the
                  addition of an enhancement, or a material change in the enhancement
                  provided.  Applies to external credit enhancements as well as
                  derivatives.  Reg AB disclosure about any new enhancement
                  provider is also required.

                 

              	 	
                Depositor

                 

              
	
                6.04

                 

              	
                Failure
                  to Make a Required Distribution

                 

              	 	 
	
                6.05

                 

              	
                Securities
                  Act Updating Disclosure

                 

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

                 

              	 	
                Depositor

                 

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

                 

              	 	
                Depositor

                 

              
	
                7.01

                 

              	
                Regulation
                  FD Disclosure

                 

              	 	 
	
                8.01

                 

              	
                Other
                  Events

                 

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

                 

              	 	
                Depositor

                 

              
	
                9.01

                 

              	
                Financial
                  Statements and Exhibits

                 

              	 	 
	
                10-K

                 

              	
                Must
                  be filed within 90 days of the fiscal year end for the
                  registrant.

                 

              	 
	
                9B

                 

              	
                Other
                  Information

                 

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

                 

              	 	
                Depositor

                 

              
	
                15

                 

              	
                Exhibits
                  and Financial Statement Schedules

                 

              	 	 
	
                Item
                  1112(b) –Significant Obligor Financial
                  Information

                 

              	 	
                N/A

                 

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

                Determining
                  applicable disclosure threshold

                Obtaining
                  required financial information or effecting incorporation by
                  reference

                 

              	 	
                 

                Depositor

                Depositor

                 

              
	
                Item
                  1115(b) – Derivative Counterparty Financial Information

                 

                Determining
                  current maximum probable exposure

                 

                Determining
                  current significance percentage

                 

                Obtaining
                  required financial information or effecting incorporation by
                  reference

                 

              	 	
                 

                Trust
                  Administrator

                 

                Trust
                  Administrator

                 

                Depositor

                 

                 

              
	 	 	 
	
                Item
                  1119 – Affiliations and relationships between the following entities,
                  or
                  their respective affiliates entered into outside the ordinary course
                  of
                  business or is on terms other than would be obtained in an arm’s length
                  transaction with an unrelated third party, apart from the asset-backed
                  securities transaction, that are material to
                  Certificateholders:

                 

                Seller

                Depositor

                Trustee

                Trust
                  Administrator

                Issuing
                  entity

                Servicer

                Originator

                Custodian

                Credit
                  Enhancer/Support Provider, if any

                Significant
                  Obligor, if any

              	 	
                 

                 

                 

                Seller

                Depositor

                Trustee

                Trust
                  Administrator

                Issuing
                  entity

                Servicer

                Originator

                Custodian

                Depositor

                Depositor

              
	
                Item
                  1122 – Assessment of Compliance with Servicing Criteria

                 

              	 	
                Each
                  Party participating in the servicing function

                 

              
	
                Item
                  1123 – Servicer Compliance Statement

                 

              	 	
                Servicer

                 

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        C

       

      SERVICING
        CRITERIA TO BE ADDRESSED

      IN
        ASSESSMENT OF COMPLIANCE

      


      Definitions

      Primary
        Servicer – transaction party having borrower contact

      
        	
                 

              	
                Master
                  Servicer – aggregator of pool
                  assets

              


      

      Trust
        Administrator – waterfall calculator (may be the Trustee, or may be the Master
        Servicer)

      Back-up
        Servicer – named in the transaction (in the event a Back up Servicer becomes the
        Primary Servicer, follow Primary Servicer obligations)

      Custodian
        – safe keeper of pool assets

      Paying
        Agent – distributor of funds to ultimate investor (Trust Administrator performs
        this function)

      Trustee
–
        fiduciary of the transaction

      


      Note:  The
        definitions above describe the essential function that the party performs,
        rather than the party’s title.  So, for example, in a particular
        transaction, the trustee may perform the “paying agent” and “trust
        administrator” functions, while in another transaction, the trust administrator
        may perform these functions.

      


      Where
        there are multiple checks for criteria the attesting party will identify
        in
        their management assertion that they are attesting only to the portion of
        the
        distribution chain they are responsible for in the related transaction
        agreements.

      


      Key:

      X
        - obligation

      


      


      
        	
                Reg
                  AB Reference

              	
                Servicing
                  Criteria

              	
                Primary
                  Servicer

              	
                Master
                  Servicer

              	
                Trust
                  Administrator

              
	 	
                General
                  Servicing Considerations

              	 	 	 
	
                1122(d)(1)(i)

              	
                Policies
                  and procedures are instituted to monitor any performance or other
                  triggers
                  and events of default in accordance with the transaction
                  agreements.

              	
                X

              	
                X

              	 
	
                1122(d)(1)(ii)

              	
                If
                  any material servicing activities are outsourced to third parties,
                  policies and procedures are instituted to monitor the third party’s
                  performance and compliance with such servicing activities.

              	
                X

              	
                X

              	 
	
                1122(d)(1)(iii)

              	
                Any
                  requirements in the transaction agreements to maintain a back-up
                  servicer
                  for the Pool Assets are maintained.

              	 	 	 
	
                1122(d)(1)(iv)

              	
                A
                  fidelity bond and errors and omissions policy is in effect on the
                  party
                  participating in the servicing function throughout the reporting
                  period in
                  the amount of coverage required by and otherwise in accordance
                  with the
                  terms of the transaction agreements.

              	
                X

              	
                X

              	 
	 	
                Cash
                  Collection and Administration

              	 	 	 
	
                1122(d)(2)(i)

              	
                Payments
                  on pool assets are deposited into the appropriate custodial bank
                  accounts
                  and related bank clearing accounts no more than two business days
                  following receipt, or such other number of days specified in the
                  transaction agreements.

              	
                X

              	
                X

              	
                X

              
	
                1122(d)(2)(ii)

              	
                Disbursements
                  made via wire transfer on behalf of an obligor or to an investor
                  are made
                  only by authorized personnel.

              	
                X

              	
                X

              	
                X

              
	
                1122(d)(2)(iii)

              	
                Advances
                  of funds or guarantees regarding collections, cash flows or distributions,
                  and any interest or other fees charged for such advances, are made,
                  reviewed and approved as specified in the transaction
                  agreements.

              	
                X

              	
                X

              	 
	
                1122(d)(2)(iv)

              	
                The
                  related accounts for the transaction, such as cash reserve accounts
                  or
                  accounts established as a form of over collateralization, are separately
                  maintained (e.g., with respect to commingling of cash) as set forth
                  in the
                  transaction agreements.

              	 	 	
                X

              
	
                1122(d)(2)(v)

              	
                Each
                  custodial account is maintained at a federally insured depository
                  institution as set forth in the transaction agreements. For purposes
                  of
                  this criterion, “federally insured depository institution” with respect to
                  a foreign financial institution means a foreign financial institution
                  that
                  meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange
                  Act.
                  *

              	
                X

              	
                X

              	
                X

              
	
                1122(d)(2)(vi)

              	
                Unissued
                  checks are safeguarded so as to prevent unauthorized
                  access.

              	
                X

              	 	 
	
                1122(d)(2)(vii)

              	
                Reconciliations
                  are prepared on a monthly basis for all asset-backed securities
                  related
                  bank accounts, including custodial accounts and related bank clearing
                  accounts. These reconciliations are (A) mathematically accurate;
                  (B)
                  prepared within 30 calendar days after the bank statement cutoff
                  date, or
                  such other number of days specified in the transaction agreements;
                  (C)
                  reviewed and approved by someone other than the person who prepared
                  the
                  reconciliation; and (D) contain explanations for reconciling items.
                  These
                  reconciling items are resolved within 90 calendar days of their
                  original
                  identification, or such other number of days specified in the transaction
                  agreements.

              	
                X

              	
                X

              	
                X

              
	 	
                Investor
                  Remittances and Reporting

              	 	 	 
	
                1122(d)(3)(i)

              	
                Reports
                  to investors, including those to be filed with the Commission,
                  are
                  maintained in accordance with the transaction agreements and applicable
                  Commission requirements. Specifically, such reports (A) are prepared
                  in
                  accordance with timeframes and other terms set forth in the transaction
                  agreements; (B) provide information calculated in accordance with
                  the
                  terms specified in the transaction agreements; (C) are filed with
                  the
                  Commission as required by its rules and regulations; and (D) agree
                  with
                  investors’ or the trustee’s records as to the total unpaid principal
                  balance and number of Pool Assets serviced by the
                  Servicer.

              	
                X

              	
                X

              	
                X

              
	
                1122(d)(3)(ii)

              	
                Amounts
                  due to investors are allocated and remitted in accordance with
                  timeframes,
                  distribution priority and other terms set forth in the transaction
                  agreements.

              	
                X

              	
                X

              	
                X

              
	
                1122(d)(3)(iii)

              	
                Disbursements
                  made to an investor are posted within two business days to the
                  Servicer’s
                  investor records, or such other number of days specified in the
                  transaction agreements.

              	
                X

              	
                X

              	
                X

              
	
                1122(d)(3)(iv)

              	
                Amounts
                  remitted to investors per the investor reports agree with cancelled
                  checks, or other form of payment, or custodial bank
                  statements.

              	
                X

              	
                X

              	
                X

              
	 	
                Pool
                  Asset Administration

              	 	 	 
	
                1122(d)(4)(i)

              	
                Collateral
                  or security on pool assets is maintained as required by the transaction
                  agreements or related pool asset documents.

              	
                X

              	
                X

              	 
	
                1122(d)(4)(ii)

              	
                Pool
                  assets  and related documents are safeguarded as required by the
                  transaction agreements

              	
                X

              	
                X

              	 
	
                1122(d)(4)(iii)

              	
                Any
                  additions, removals or substitutions to the asset pool are made,
                  reviewed
                  and approved in accordance with any conditions or requirements
                  in the
                  transaction agreements.

              	
                X

              	
                X

              	 
	
                1122(d)(4)(iv)

              	
                Payments
                  on pool assets, including any payoffs, made in accordance with
                  the related
                  pool asset documents are posted to the Servicer’s obligor records
                  maintained no more than two business days after receipt, or such
                  other
                  number of days specified in the transaction agreements, and allocated
                  to
                  principal, interest or other items (e.g., escrow) in accordance
                  with the
                  related pool asset documents.

              	
                X

              	 	 
	
                1122(d)(4)(v)

              	
                The
                  Servicer’s records regarding the pool assets agree with the Servicer’s
                  records with respect to an obligor’s unpaid principal
                  balance.

              	
                X

              	 	 
	
                1122(d)(4)(vi)

              	
                Changes
                  with respect to the terms or status of an obligor's pool assets
                  (e.g.,
                  loan modifications or re-agings) are made, reviewed and approved
                  by
                  authorized personnel in accordance with the transaction agreements
                  and
                  related pool asset documents.

              	
                X

              	
                X

              	 
	
                1122(d)(4)(vii)

              	
                Loss
                  mitigation or recovery actions (e.g., forbearance plans, modifications
                  and
                  deeds in lieu of foreclosure, foreclosures and repossessions, as
                  applicable) are initiated, conducted and concluded in accordance
                  with the
                  timeframes or other requirements established by the transaction
                  agreements.

              	
                X

              	
                X

              	 
	
                1122(d)(4)(viii)

              	
                Records
                  documenting collection efforts are maintained during the period
                  a pool
                  asset is delinquent in accordance with the transaction agreements.
                  Such
                  records are maintained on at least a monthly basis, or such other
                  period
                  specified in the transaction agreements, and describe the entity’s
                  activities in monitoring delinquent pool assets including, for
                  example,
                  phone calls, letters and payment rescheduling plans in cases where
                  delinquency is deemed temporary (e.g., illness or
                  unemployment).

              	
                X

              	 	 
	
                1122(d)(4)(ix)

              	
                Adjustments
                  to interest rates or rates of return for pool assets with variable
                  rates
                  are computed based on the related pool asset documents.

              	
                X

              	
                X

              	 
	
                1122(d)(4)(x)

              	
                Regarding
                  any funds held in trust for an obligor (such as escrow accounts):
                  (A) such
                  funds are analyzed, in accordance with the obligor’s pool asset documents,
                  on at least an annual basis, or such other period specified in
                  the
                  transaction agreements; (B) interest on such funds is paid, or
                  credited,
                  to obligors in accordance with applicable pool asset documents
                  and state
                  laws; and (C) such funds are returned to the obligor within 30
                  calendar
                  days of full repayment of the related pool assets, or such other
                  number of
                  days specified in the transaction agreements.

              	
                X

              	 	 
	
                1122(d)(4)(xi)

              	
                Payments
                  made on behalf of an obligor (such as tax or insurance payments)
                  are made
                  on or before the related penalty or expiration dates, as indicated
                  on the
                  appropriate bills or notices for such payments, provided that such
                  support
                  has been received by the servicer at least 30 calendar days prior
                  to these
                  dates, or such other number of days specified in the transaction
                  agreements.

              	
                X

              	 	 
	
                1122(d)(4)(xii)

              	
                Any
                  late payment penalties in connection with any payment to be made
                  on behalf
                  of an obligor are paid from the Servicer’s funds and not charged to the
                  obligor, unless the late payment was due to the obligor’s error or
                  omission.

              	
                X

              	 	 
	
                1122(d)(4)(xiii)

              	
                Disbursements
                  made on behalf of an obligor are posted within two business days
                  to the
                  obligor’s records maintained by the servicer, or such other number of days
                  specified in the transaction agreements.

              	
                X

              	 	 
	
                1122(d)(4)(xiv)

              	
                Delinquencies,
                  charge-offs and uncollectible accounts are recognized and recorded
                  in
                  accordance with the transaction agreements.

              	 	
                X

              	 
	
                1122(d)(4)(xv)

              	
                Any
                  external enhancement or other support, identified in Item 1114(a)(1)
                  through (3) or Item 1115 of Regulation AB, is maintained as set
                  forth in
                  the transaction agreements.

              	 	 	
                X

              


      

      ____________________ 

      
        * Subject
          to clarification from the
          SEC.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      EXHIBIT
        D

       

      FORM
        OF
        ASSIGNMENT AND RECOGNITION AGREEMENT

       

       



    


     

    ASSIGNMENT
      AND RECOGNITION AGREEMENT

     

    This
      is
      an Assignment, Assumption and Recognition Agreement (“Assignment Agreement”)
      made as of October 31, 2007, among Citigroup Global Markets Realty Corp. (the
      “Assignor”), Wells Fargo Bank, N.A. (the “Company” or the “Seller”) and
      Citigroup Mortgage Loan Trust Inc. (the “Assignee”) for the benefit of the
      holders of the Citigroup Mortgage Loan Trust 2007-WFHE4, Asset-Backed
      Pass-Through Certificates, Series 2007-WFHE4.

     

    In
      consideration of the mutual promises contained herein the parties hereto agree
      that (i) the residential mortgage loans (the “Assigned Loans”) listed on
      Attachment 1 annexed hereto (the “Assigned Loan Schedule”),  (ii) the
      Amended and Restated Master Mortgage Loan Purchase Agreement (the “Agreement”),
      dated as of March 1, 2006, as amended by the First Amendment to the Amended
      and
      Restated Master Mortgage Loan Purchase Agreement, dated as of October 26, 2006
      between the Assignor and the Company, pursuant to which the Assigned Loans
      were
      purchased by the Assignor from the Company and (iii) the Assignment and
      Conveyance Agreement (WFHM 2007-M07) (the “Assignment and Conveyance
      Agreement”), dated as of June 29, 2007, between the Company and the
      Assignor shall be
      subject to the terms of this Assignment Agreement. Capitalized terms used herein
      but not defined shall have the meanings ascribed to them in the
      Agreement.

    


    Assignment
      and
      Assumption

     

    Except
      as
      expressly provided for herein, the Assignor hereby grants, transfers and assigns
      to the Assignee all of its right, title and interest as in, to and under (a)
      the
      Assigned Loans and (b) the Agreement with respect to the Assigned Loans;
      provided, however, that the Assignor is not assigning to the Assignee any of
      its
      right, title or interest, in, to and under the Agreement with respect to any
      mortgage loan other than the Assigned Loans listed on Attachment
      1.  Except as is otherwise expressly provided herein, the Assignor
      makes no representations, warranties or covenants to the Assignee and the
      Assignee acknowledges that the Assignor has no obligations to the Assignee
      under
      the terms of the Agreement or otherwise relating to the transaction contemplated
      herein (including, but not limited to, any obligation to indemnify the
      Assignee). The rights of the Assignor under Section 4(b) of the Agreement shall
      survive the execution and delivery of this Assignment Agreement.

     

    Representations,
      Warranties and
      Covenants

     

    1.  Assignor
      warrants and represents to Assignee and Company as of the date
      hereof:

     

    (a)  The
      Agreement is in full force and effect as of the date hereof and the provisions
      of which have not been waived, amended or modified in any respect, nor has
      any
      notice of termination been given thereunder;

     

    (b)  Assignor
      is the lawful owner of the Assigned Loans with full right to transfer the
      Assigned Loans and any and all of its interests, rights and obligations under
      the Agreement as they relate to the Assigned Loans, free and clear from any
      and
      all claims and encumbrances; and upon the transfer of the Assigned Loans to
      Assignee as contemplated herein, Assignee shall have good title to each and
      every Assigned Loan, as well as any and all of Assignee’s interests, rights and
      obligations under the Agreement as they relate to the Assigned Loans, free
      and
      clear of any and all liens, claims and encumbrances;

     

    (c)  There
      are
      no offsets, counterclaims or other defenses available to Company with respect
      to
      the Assigned Loans or the Agreement;

     

    (d)  Assignor
      has no knowledge of, and has not received notice of, any waivers under, or
      any
      modification of, any Assigned Loan;

     

    (e)  Assignor
      is duly organized, validly existing and in good standing under the laws of
      the
      jurisdiction of its incorporation, and has all requisite power and authority
      to
      acquire, own and sell the Assigned Loans;

     

    (f)  Assignor
      has full corporate power and authority to execute, deliver and perform its
      obligations under this Assignment Agreement, and to consummate the transactions
      set forth herein.  The consummation of the transactions contemplated
      by this Assignment Agreement is in the ordinary course of Assignor’s business
      and will not conflict with, or result in a breach of, any of the terms,
      conditions or provisions of Assignor’s charter or by-laws or any legal
      restriction, or any material agreement or instrument to which Assignor is now
      a
      party or by which it is bound, or result in the violation of any law, rule,
      regulation, order, judgment or decree to which Assignor or its property is
      subject.  The execution, delivery and performance by Assignor of this
      Assignment Agreement and the consummation by it of the transactions contemplated
      hereby, have been duly authorized by all necessary corporate action on the
      part
      of Assignor.  This Assignment Agreement has been duly executed and
      delivered by Assignor and, upon the due authorization, execution and delivery
      by
      Assignee and Company, will constitute the valid and legally binding obligation
      of Assignor enforceable against Assignor in accordance with its terms except
      as
      enforceability may be limited by bankruptcy, reorganization, insolvency,
      moratorium or other similar laws now or hereafter in effect relating to
      creditors’ rights generally, and by general principles of equity regardless of
      whether enforceability is considered in a proceeding in equity or at
      law;

     

    (g)  No
      consent, approval, order or authorization of, or declaration, filing or
      registration with, any governmental entity is required to be obtained or made
      by
      Assignor in connection with the execution, delivery or performance by Assignor
      of this Assignment Agreement, or the consummation by it of the transactions
      contemplated hereby;

     

    (h)  Neither
      Assignor nor anyone acting on its behalf has offered, transferred, pledged,
      sold
      or otherwise disposed of the Assigned Loans or any interest in the Assigned
      Loans, or solicited any offer to buy or accept a transfer, pledge or other
      disposition of the Assigned Loans, or any interest in the Assigned Loans or
      otherwise approached or negotiated with respect to the Assigned Loans, or any
      interest in the Assigned Loans with any Person in any manner, or made any
      general solicitation by means of general advertising or in any other manner,
      or
      taken any other action which would constitute a distribution of the Assigned
      Loans under the Securities Act of 1933, as amended (the “1933 Act”) or which
      would render the disposition of the Assigned Loans a violation of Section 5
      of
      the 1933 Act or require registration pursuant thereto;

     

    (i)  The
      Assignor has received from Company, and has delivered to the Assignee, all
      documents required to be delivered to Assignor by the Company prior to the
      date
      hereof pursuant to the Agreement with respect to the Assigned Loans and has
      not
      received, and has not requested from the Company, any additional
      documents;

     

    (j)  There
      is
      no action, suit, proceeding, investigation or litigation pending or, to
      Assignor's knowledge, threatened, which either in any instance or in the
      aggregate, if determined adversely to Assignor, would adversely affect
      Assignor's execution or delivery of, or the enforceability of, this Assignment
      Agreement, or the Assignor's ability to perform its obligations under this
      Assignment Agreement;

     

    (k)  The
      Assignor hereby represents and warrants that to the best of the Assignor’s
      knowledge, nothing has occurred in the period of time from the related Closing
      Date (as defined in the Assignment and Conveyance Agreement) to the date hereof
      which would cause such representation and warranties referred to in Exhibit
      A to
      be untrue in any material respect as of the date hereof;

     

    (l)  No
      Mortgage Loan originated on or after
      October 1, 2002 through March 6, 2003 is governed by the Georgia Fair Lending
      Act;

     

    (m)  No
      Mortgage Loan is a high cost loan or a covered loan, as applicable (as such
      terms are defined in Standard & Poor’s LEVELS Version 6.0 Glossary Revised,
      Appendix E); and

     

    (n)  All
      Mortgage Loans were originated in compliance with all applicable laws,
      including, but not limited to, all applicable anti-predatory lending
      laws.

     

    2.  Assignee
      warrants and represents to, and covenants with, Assignor and Company as of
      the
      date hereof:

     

    (a)  Assignee
      is a Delaware corporation duly organized, validly existing and in good standing
      under the laws of the State of Delaware and has all requisite power and
      authority to hold the Assigned Loans;

     

    (b)  Assignee
      has full power and authority to execute, deliver and perform its obligations
      under this Assignment Agreement, and to consummate the transactions set forth
      herein.  The consummation of the transactions contemplated by this
      Assignment Agreement is in the ordinary course of Assignee’s business and will
      not conflict with, or result in a breach of, any of the terms, conditions or
      provisions of Assignee’s charter or by-laws or any legal restriction, or any
      material agreement or instrument to which Assignee is now a party or by which
      it
      is bound, or result in the violation of any law, rule, regulation, order,
      judgment or decree to which Assignee or its property is subject.  The
      execution, delivery and performance by Assignee of this Assignment Agreement
      and
      the consummation by it of the transactions contemplated hereby, have been duly
      authorized by all necessary corporate action on part of Assignee. This
      Assignment Agreement has been duly executed and delivered by Assignee and,
      upon
      the due authorization, execution and delivery by Assignor and Company, will
      constitute the valid and legally binding obligation of Assignee enforceable
      against Assignee in accordance with its terms except as enforceability may
      be
      limited by bankruptcy, reorganization, insolvency, moratorium or other similar
      laws now or hereafter in effect relating to creditors’ rights generally, and by
      general principles of equity regardless of whether enforceability is considered
      in a proceeding in equity or at law;

     

    (c)  No
      consent, approval, order or authorization of, or declaration, filing or
      registration with, any governmental entity is required to be obtained or made
      by
      Assignee in connection with the execution, delivery or performance by Assignee
      of this Assignment Agreement, or the consummation by it of the transactions
      contemplated hereby;

     

    (d)  There
      is
      no action, suit, proceeding, investigation or litigation pending or, to
      Assignee's knowledge, threatened, which either in any instance or in the
      aggregate, if determined adversely to Assignee, would adversely affect
      Assignee's execution or delivery of, or the enforceability of, this Assignment
      Agreement, or the Assignee's ability to perform its obligations under this
      Assignment Agreement;

     

    (e)  Assignee
      assumes for the benefit of each of the Assignor and the Company all of the
      rights of the Assignor under the Agreement with respect to the Assigned Loans;
      and

     

    (f)  The
      Assignee agrees to be bound, as purchaser, by all of the terms, covenants and
      conditions of the Agreement and the Assigned Loans, and from and after the
      date
      hereof, the Assignee assumes for the benefit of each of the Company and the
      Assignor all of the Assignor’s obligations as purchaser thereunder, with respect
      to the Assigned Loans.

     

    3.  Company
      warrants and represents to, and covenant with, Assignor and Assignee as of
      the
      date hereof:

     

    (a)  The
      Agreement is in full force and effect as of the date hereof and the provisions
      of which have not been waived, further amended or modified in any respect,
      nor
      has any notice of termination been given thereunder;

     

    (b)  The
      Company is a national banking association duly organized, validly existing
      and
      in good standing under the laws of the United States, and has all requisite
      power and authority to service the Assigned Loans and otherwise to perform
      its
      obligations under the Agreement;

     

    (c)  Company
      has full power and authority to execute, deliver and perform its obligations
      under this Assignment Agreement, and to consummate the transactions set forth
      herein.  The consummation of the transactions contemplated by this
      Assignment Agreement is in the ordinary course of Company’s business and will
      not conflict with, or result in a breach of, any of the terms, conditions or
      provisions of Company’s charter or by-laws or any legal restriction, or any
      material agreement or instrument to which Company is now a party or by which
      it
      is bound, or result in the violation of any law, rule, regulation, order,
      judgment or decree to which Company or its property is subject.  The
      execution, delivery and performance by Company of this Assignment Agreement
      and
      the consummation by it of the transactions contemplated hereby, have been duly
      authorized by all necessary action on the part of Company. This Assignment
      Agreement has been duly executed and delivered by Company, and, upon the due
      authorization, execution and delivery by Assignor and Assignee, will constitute
      the valid and legally binding obligation of Company, enforceable against Company
      in accordance with its terms except as enforceability may be limited by the
      effect of insolvency, liquidation, conservatorship and other similar laws
      administered by the Federal Deposit Insurance Corporation affecting the
      enforcement of contract obligations of insured banks and subject to the
      application of the rules of equity, including those respecting the availability
      of specific performance;

     

    (d)  No
      consent, approval, order or authorization of, or declaration, filing or
      registration with, any governmental entity is required to be obtained or made
      by
      Company in connection with the execution, delivery or performance by Company
      of
      this Assignment Agreement, or the consummation by it of the transactions
      contemplated hereby;

     

    (e)  No
      event
      has occurred from the Closing Date to the date hereof which would render the
      representations and warranties as to the Company in Section 6(a) of the
      Agreement to be untrue in any material respect;

     

    (f)  Each
      of
      the representations and warranties regarding the Assigned Loans set forth in
      Section 6(b) of the Agreement (and attached hereto as Exhibit A) are true and
      correct as of the related Closing Date (as defined in the Assignment and
      Conveyance Agreement);

     

    (g)  Neither
      this Assignment Agreement nor any certification, statement, report or other
      agreement, document or instrument furnished or to be furnished by the Company
      pursuant to this Assignment Agreement contains or will contain any materially
      untrue statement of fact or omits or will omit to state a fact necessary to
      make
      the statements contained therein not misleading; and

     

    (h)  Each
      of
      the representations and warranties regarding the Assigned Loans set forth on
      Exhibit C attached hereto are true and correct of the related Closing Date
      (as
      defined in the Assignment and Conveyance Agreement).

     

    4.  Assignor
      hereby agrees to indemnify and hold the Assignee (and its successors and
      assigns) harmless against any and all claims, losses, penalties, fines,
      forfeitures, legal fees and related costs, judgments, and any other costs,
      fees
      and expenses that Assignee (and its successors and assigns) may sustain in
      any
      way related to any breach of the representations or warranties of Assignor
      set
      forth in this Assignment Agreement or the breach of any covenant or condition
      contained herein.

     

    Recognition
      of
      Assignee

     

    5.  From
      and
      after the date hereof, the Company shall recognize Assignee as owner of the
      Assigned Loans, and acknowledges that the Assigned Loans will be further
      assigned by the Assignee to U.S. Bank National Association as trustee under
      the
      Pooling and Servicing Agreement, dated as of October 1, 2007 (the “Pooling and
      Servicing Agreement”), among the Citigroup Mortgage Loan Trust Inc. as depositor
      (the “Depositor”),  Wells Fargo Bank, N.A. as servicer
      (the
“Servicer”), Citibank, N.A. as trust administrator (the “Trust Administrator”)
      and U.S. Bank National Association as trustee (the “Trustee”) and further
      acknowledges that the Assigned Loans will be part of a REMIC, and will service
      the Assigned Loans in accordance with the Pooling and Servicing Agreement.
      It is
      the intention of Assignor, Company and Assignee that this Assignment Agreement
      shall be binding upon and for the benefit of the respective successors and
      assigns of the parties hereto. Neither Company nor Assignor shall amend or
      agree
      to amend, modify, waive, or otherwise alter any of the terms or provisions
      of
      the Agreement which amendment, modification, waiver or other alteration would
      in
      any way affect the Assigned Loans without the prior written consent of
      Assignee.

     

    Remedies
      for Breach of Representations
      and Warranties

     

    6.  The
      Company hereby acknowledges and agrees that the remedies available to the
      Assignor, the Assignee and the Trust (including the Trustee and the Servicer
      acting on the Trust’s behalf) in connection with any breach of the
      representations and warranties made by the Company set forth in Section 3 hereof
      shall be as set forth in Section 4(b) of the Agreement as if they were set
      forth
      herein (including without limitation the repurchase and indemnity obligations
      set forth therein).

     

    In
      addition to the foregoing, in the event that a breach of any representation
      of
      the Company materially and adversely affects the interests of the Assignor
      in
      any prepayment penalty or the collectability of such prepayment penalty, the
      Company shall pay the amount of the scheduled prepayment penalty to the Assignor
      upon the payoff of any related Assigned Loan.

     

    The
      Assignor hereby acknowledges and agrees that the remedies available to the
      Assignee and the Trust (including the Trustee and the Servicers acting on the
      Trust’s behalf) in connection with any breach of the representations and
      warranties made by the Assignor set forth in Section 4 hereof shall be as set
      forth in Section 2.03 of the Pooling Agreement as if they were set forth
      herein.

     

    Notwithstanding
      the foregoing, the Assignor may, at its option, satisfy any obligation of the
      Company with respect to any breach of representation and warranty made by the
      Company regarding the Mortgage Loans.

     

    Miscellaneous

     

    7.  All
      demands, notices and communications related to the Assigned Loans, the
      Agreements and this Assignment Agreement shall be in writing and shall be deemed
      to have been duly given if personally delivered at or mailed by registered
      mail,
      postage prepaid, as follows:

     

    
      	
              (a)  

            	
              In
                the case of Company:

            


    

    
      	
               

            	
              WELLS
                FARGO BANK, N.A.

            


    

    
      	
               

            	
              1
                Home Campus

            


    

    Des
      Moines, Iowa
      50328-0001

    Attention:  John
      B. Brown, MAC
      X2302-033

    Facsimile:  (515)
      324-3118

    


    With
      a copy to :

    WELLS
      FARGO BANK,
      N.A.

    1
      Home Campus

    Des
      Moines, Iowa
      50328-0001

    Attention:  General
      Counsel,
      MAC X2401-06T

    Facsimile:  (515)
      213-5192

    


    
      	
              (b)  

            	
              In
                the case of Assignor:

            


    

    
      	
               

            	
              CITIGROUP
                GLOBAL MARKETS REALTY CORP.

            


    

    
      	
               

            	
              390
                Greenwich Street

            


    

    
      	
               

            	
              New
                York, New York 10013

            


    

    
      	
               

            	
              Attention:  Mortgage
                Finance Group

            


    

    
      	
               

            	
              Facsimile:  (212)
                723-8604

            


    

     

    
      	
              (c)  

            	
              In
                the case of Assignee:

            


    

    CITIGROUP
      MORTGAGE LOAN TRUST INC.

    390
      Greenwich Street

    New
      York,
      New York 10013

    Attention:  Mortgage
      Finance Group

    Facsimile:  (212)
      723-8604

    


    8.  Each
      party will pay any commissions it has incurred and the fees of its attorneys
      in
      connection with the negotiations for, documenting of and closing of the
      transactions contemplated by this Assignment Agreement.

     

    9.  This
      Assignment Agreement shall be construed in accordance with the laws of the
      State
      of New York, without regard to conflicts of law principles, and the obligations,
      rights and remedies of the parties hereunder shall be determined in accordance
      with such laws.

     

    10.  No
      term
      or provision of this Assignment Agreement may be waived or modified unless
      such
      waiver or modification is in writing and signed by the party against whom such
      waiver or modification is sought to be enforced.

     

    11.  This
      Assignment Agreement shall inure to the benefit of the successors and assigns
      of
      the parties hereto.  Any entity into which Assignor, Assignee or
      Company may be merged or consolidated shall, without the requirement for any
      further writing, be deemed Assignor, Assignee or Company, respectively,
      hereunder.

     

    12.  This
      Assignment Agreement shall survive the conveyance of the Assigned Loans, the
      assignment of the Agreement to the extent of the Assigned Loans by Assignor
      to
      Assignee and the termination of the Agreement.

     

    13.  This
      Assignment Agreement may be executed simultaneously in any number of
      counterparts.  Each counterpart shall be deemed to be an original and
      all such counterparts shall constitute one and the same instrument.

     

    14.  In
      the
      event that any provision of this Assignment Agreement conflicts with any
      provision of the Agreement with respect to the Assigned Loans, the terms of
      this
      Assignment Agreement shall control.

     

    IN
      WITNESS WHEREOF, the parties hereto have executed this Assignment Agreement
      as
      of the day and year first above written.

     

    


    
      	
              CITIGROUP
                GLOBAL MARKETS REALTY CORP.

              as
                Assignor

            
	 	 
	
              By:

            	 
	
              Name:

            	 
	
              Title:

            	 
	 
	 
	
              CITIGROUP
                MORTGAGE LOAN TRUST INC.

              as
                Assignee

               

            
	 	 
	
              By:

            	 
	
              Name:

            	 
	
              Title:

            	 
	 
	 
	
              WELLS
                FARGO BANK, N.A.

              as
                Company

            
	 	 
	
              By:

            	 
	
              Name:

            	 
	
              Title:

            	 


    

    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    ATTACHMENT
      1

     

    ASSIGNED
      LOANS SCHEDULE

     

    Available
      Upon Request

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    EXHIBIT
      A

    


    Representations
      and Warranties

    


    Capitalized
      terms used in this Exhibit A but not defined in this Assignment Agreement shall
      have the meanings given to such terms in the Agreement.

    


    With
      respect to each Mortgage Loan:

    


    
      	
              (i)          
                 

            	
              Mortgage
                Loans as Described.

            


    

     

    The
      information set forth in the respective Mortgage Loan Schedule and the Data
      File
      Elements contained on the Data File, delivered to the Purchaser is true and
      correct, provided that the Seller makes no representation or warranty as to
      the
      accuracy of Unverified Information;

    


    (ii)           Payments
      Current.

    


    All
      payments required to be made up to the related Cut-off Date for the Mortgage
      Loan under the terms of the Mortgage Note have been made and
      credited.  No payment under any Mortgage Loan has been 30 days
      delinquent more than one time within twelve (12) months prior to the related
      Closing Date;

    


    (iii)           No
      Outstanding Charges.

    


    There
      are
      no defaults in complying with the terms of the Mortgages, and all taxes,
      governmental assessments, insurance premiums, leasehold payments, water, sewer
      and municipal charges, which previously became due and owing have been paid,
      or
      an escrow of funds has been established in an amount sufficient to pay for
      every
      such item which remains unpaid and which has been assessed but is not yet due
      and payable.  The Seller has not advanced funds, or induced, or
      solicited directly or indirectly, the payment of any amount required under
      the
      Mortgage Loan, except for interest accruing from the date of the Mortgage Note
      or date of disbursement of the Mortgage Loan proceeds, whichever is later,
      to
      the day which precedes by one month the Due Date of the first installment of
      principal and interest;

    


    (iv)           Original
      Terms Unmodified.

    


    The
      terms
      of the Mortgage Note and Mortgage have not been impaired, waived, altered or
      modified in any respect, except by a written instrument which has been recorded
      or registered with the MERS System, if necessary, to protect the interests
      of
      the Purchaser and which has been delivered to the Custodian.  The
      substance of any such waiver, alteration or modification has been approved
      by
      the issuer of any related PMI Policy and the title insurer, to the extent
      required by the policy, and its terms are reflected on the related Mortgage
      Loan
      Schedule.  No Mortgagor has been released, in whole or in part, except
      in connection with an assumption agreement approved by the issuer of any related
      PMI Policy and the title insurer, to the extent required by the policy, and
      which assumption agreement is part of the Custodial Mortgage File delivered
      to
      the Custodian and the terms of which are reflected in the related Mortgage
      Loan
      Schedule;

    


    (v)           No
      Defenses.

    


    The
      Mortgage Loan is not subject to any right of rescission, set-off, counterclaim
      or defense, including without limitation the defense of usury, nor will the
      operation of any of the terms of the Mortgage Note or the Mortgage, or the
      exercise of any right thereunder, render either the Mortgage Note or the
      Mortgage unenforceable, in whole or in part, or subject to any right of
      rescission, set-off, counterclaim or defense, including without limitation
      the
      defense of usury, and no such right of rescission, set-off, counterclaim or
      defense has been asserted with respect thereto;

    


    (vi)           No
      Satisfaction of Mortgage.

    


    The
      Mortgage has not been satisfied, canceled, subordinated or rescinded, in whole
      or in part, and the Mortgaged Property has not been released from the lien
      of
      the Mortgage, in whole or in part, nor has any instrument been executed that
      would effect any such satisfaction, release, cancellation, subordination or
      rescission;

    


    (vii)          Validity
      of Mortgage Documents.

    


    The
      Mortgage Note and the Mortgage and related documents are genuine, and each
      is
      the legal, valid and binding obligation of the maker thereof enforceable in
      accordance with its terms.  All parties to the Mortgage Note and the
      Mortgage had legal capacity to enter into the Mortgage Loan and to execute
      and
      deliver the Mortgage Note and the Mortgage, and the Mortgage Note and the
      Mortgage have been duly and properly executed by such parties.

    


    With
      respect to each Cooperative Loan, the Mortgage Note, the Mortgage, the Pledge
      Agreement, and related documents are genuine, and each is the legal, valid
      and
      binding obligation of the maker thereof enforceable in accordance with its
      terms.  All parties to the Mortgage Note, the Mortgage, the Pledge
      Agreement, the Proprietary Lease, the Stock Power, Recognition Agreement and
      the
      Assignment of Proprietary Lease had legal capacity to enter into the Mortgage
      Loan and to execute and deliver such documents, and such documents have been
      duly and properly executed by such parties;

    


    (viii)         No
      Fraud.

    


    No
      error,
      omission, misrepresentation, negligence, fraud or similar occurrence with
      respect to a Mortgage Loan has taken place on the part of the Seller, or the
      Mortgagor (except with respect to the accuracy of Unverified Information),
      or to
      the best of the Seller’s knowledge, any appraiser, any builder, or any
      developer, or any other party involved in the origination of the Mortgage Loan
      or in the application of any insurance in relation to such Mortgage
      Loan;

    


     (ix)           Compliance
      with Applicable Laws.

    


    Any
      and
      all requirements of any federal, state or local law including, without
      limitation, usury, truth-in-lending, real estate settlement procedures, consumer
      credit protection, equal credit opportunity, disclosure or predatory and abusive
      lending laws applicable to the Mortgage Loan have been complied
      with.  All inspections, licenses and certificates required to be made
      or issued with respect to all occupied portions of the Mortgaged Property and,
      with respect to the use and occupancy of the same, including, but not limited
      to, certificates of occupancy and fire underwriting certificates, have been
      made
      or obtained from the appropriate authorities;

    


    (x)
                 Location
      and Type of Mortgaged Property.

    


    The
      Mortgaged Property is located in the state identified in the related Mortgage
      Loan Schedule and consists of a contiguous parcel of real property with a
      detached single family residence erected thereon, or a two- to four-family
      dwelling, or an individual condominium unit in a condominium project, or an
      individual unit in a planned unit development, or a townhouse, or a cooperative,
      provided, however, that any condominium project or planned unit development
      shall conform with the applicable Fannie Mae or Freddie Mac requirements, or
      the
      Underwriting Guidelines with respect to the Seller Mortgage Loans (other than
      the exceptions identified for Exception Mortgage Loans on the related Assignment
      and Conveyance Agreement) or the Third-Party Underwriting Guidelines with
      respect to Third-Party Mortgage Loans, as applicable, regarding such dwellings,
      and no residence or dwelling is a mobile home.  As of the respective
      appraisal date for each Mortgaged Property, any Mortgaged Property being used
      for commercial purposes conforms to the Underwriting Guidelines with respect
      to
      the Seller Mortgage Loans (other than the exceptions identified for Exception
      Mortgage Loans on the related Assignment and Conveyance Agreement) or the
      Third-Party Underwriting Guidelines with respect to Third-Party Mortgage Loans,
      as applicable and, to the best of the Seller’s knowledge, since the date of such
      appraisal, no portion of the Mortgaged Property has been used for commercial
      purposes outside of the Underwriting Guidelines with respect to the Seller
      Mortgage Loans (other than the exceptions identified for Exception Mortgage
      Loans on the related Assignment and Conveyance Agreement) or the Third-Party
      Underwriting Guidelines with respect to Third-Party Mortgage Loans, as
      applicable;

    


    (xi)           Valid
      First Lien.

    


    The
      Mortgage is a valid, subsisting and enforceable first lien on the Mortgaged
      Property, including all buildings on the Mortgaged Property and all
      installations and mechanical, electrical, plumbing, heating and air conditioning
      systems located in or annexed to such buildings, and all additions, alterations
      and replacements made at any time with respect to the foregoing.  The
      lien of the Mortgage is subject only to:

    


    (1)           the
      lien of current real property taxes and assessments not yet due and
      payable;

    


    (2)           covenants,
      conditions and restrictions, rights of way, easements and other matters of
      the
      public record as of the date of recording acceptable to mortgage lending
      institutions generally and specifically referred to in the lender's title
      insurance policy delivered to the originator of the Mortgage Loan and (i)
      referred to or otherwise considered in the appraisal made for the originator
      of
      the Mortgage Loan and (ii) which do not adversely affect the Appraised Value
      of
      the Mortgaged Property set forth in such appraisal; and

    


    (3)           other
      matters to which like properties are commonly subject which do not materially
      interfere with the benefits of the security intended to be provided by the
      mortgage or the use, enjoyment, value or marketability of the related Mortgaged
      Property.

    


    Any
      security agreement, chattel mortgage or equivalent document related to and
      delivered in connection with the Mortgage Loan establishes and creates a valid,
      subsisting and enforceable first lien and first priority security interest
      on
      the property described therein and the Seller has full right to sell and assign
      the same to the Purchaser.

    


    With
      respect to each Cooperative Loan, each Pledge Agreement creates a valid,
      enforceable and subsisting first security interest in the Cooperative Shares
      and
      Proprietary Lease, subject only to (i) the lien of the related Cooperative
      for
      unpaid assessments representing the Mortgagor’s pro rata share of the
      Cooperative’s payments for its blanket mortgage, current and future real
      property taxes, insurance premiums, maintenance fees and other assessments
      to
      which like collateral is commonly subject and (ii) other matters to which like
      collateral is commonly subject which do not materially interfere with the
      benefits of the security intended to be provided by the Pledge Agreement;
      provided, however, that the appurtenant Proprietary Lease may be subordinated
      or
      otherwise subject to the lien of any mortgage on the Project;

    


    (xii)           Full
      Disbursement of Proceeds.

    


    The
      proceeds of the Mortgage Loan have been fully disbursed, except for escrows
      established or created due to seasonal weather conditions, and there is no
      requirement for future advances thereunder.  All costs, fees and
      expenses incurred in making or closing the Mortgage Loan and the recording
      of
      the Mortgage were paid, and the Mortgagor is not entitled to any refund of
      any
      amounts paid or due under the Mortgage Note or Mortgage;

    


    (xiii)         Consolidation
      of Future Advances.

    


    Any
      future advances made prior to the related Cut-off Date, have been consolidated
      with the outstanding principal amount secured by the Mortgage, and the secured
      principal amount, as consolidated, bears a single interest rate and single
      repayment term reflected on the related Mortgage Loan Schedule. The lien of
      the
      Mortgage securing the consolidated principal amount is expressly insured as
      having first lien priority (or second lien priority for each Mortgage Loan
      identified on the such Mortgage Loan Schedule as being a Second Lien Mortgage
      Loan) by a title insurance policy, an endorsement to the policy insuring the
      mortgagee’s consolidated interest or by other title evidence acceptable to
      Fannie Mae or Freddie Mac; the consolidated principal amount does not exceed
      the
      original principal amount of the Mortgage Loan; the Seller shall not make future
      advances after the related Cut-off Date;

    


    (xiv)         Ownership.

    


    The
      Seller is the sole owner of record and holder of the Mortgage Loans and the
      related Mortgage Note and the Mortgage are not assigned or pledged, and the
      Seller has good and marketable title thereto and has full right and authority
      to
      transfer and sell the Mortgage Loan to the Purchaser.  The Seller is
      transferring the Mortgage Loan free and clear of any and all encumbrances,
      liens, pledges, equities, participation interests, claims, charges or security
      interests of any nature encumbering such Mortgage Loan;

    


    (xv)           Origination/Doing
      Business.

    


    The
      Mortgage Loan was originated by a savings and loan association, a savings bank,
      a commercial bank, a credit union, an insurance company, or similar institution
      that is supervised and examined by a federal or state authority or by a
      mortgagee approved by the Secretary of Housing and Urban Development pursuant
      to
      Sections 203 and 211 of the National Housing Act. All parties which have had
      any
      interest in the Mortgage Loan, whether as mortgagee, assignee, pledgee or
      otherwise, are (or, during the period in which they held and disposed of such
      interest, were)  (1) in compliance with any and all applicable
      licensing requirements of the laws of the state wherein the Mortgaged Property
      is located, and (2) organized under the laws of such state, or (3) qualified
      to
      do business in such state, or (4) federal savings and loan associations or
      national banks having principal offices in such state, or (5) not doing business
      in such state;

    


    (xvi) 
              LTV, PMI
      Policy.

     

    Each
      Mortgage Loan has an LTV as specified on the related Mortgage Loan
      Schedule.  Except as
      indicated on the Mortgage
      Loan Schedule and on the Data File, if the LTV of
      the
      Mortgage Loan was greater than 80% at the time of origination, a portion of
      the
      unpaid principal balance of the Mortgage Loan is and will be insured as to
      payment defaults by a PMI Policy.  If the Mortgage Loan is insured by
      a PMI Policy for which the Mortgagor pays all premiums, the coverage will remain
      in place until (i) the LTV decreases to 78% or (ii) the PMI Policy is otherwise
      terminated pursuant to the Homeowners Protection Act of 1998, 12 USC §4901, et
      seq.  All provisions of such PMI Policy or LPMI Policy have been and
      are being complied with, such policy is in full force and effect, and all
      premiums due thereunder have been paid.  The Qualified Insurer has a
      claims paying ability acceptable to Fannie Mae or Freddie Mac.  Any
      Mortgage Loan subject to a PMI Policy or LPMI Policy obligates the Mortgagor
      or
      the Seller to maintain the PMI Policy or LPMI Policy and to pay all premiums
      and
      charges in connection therewith.  The Mortgage Interest Rate for the
      Mortgage Loan as set forth on the related Mortgage Loan Schedule is net of
      any
      such insurance premium;

     

    (xvii) 
            Title Insurance.

    


    The
      Mortgage Loan is covered by an ALTA lender's title insurance policy (or in
      the
      case of any Mortgage Loan secured by a Mortgaged Property located in a
      jurisdiction where such policies are generally not available, an opinion of
      counsel of the type customarily rendered in such jurisdiction in lieu of title
      insurance) or other generally acceptable form of policy of insurance acceptable
      to Fannie Mae or Freddie Mac, issued by a title insurer acceptable to Fannie
      Mae
      or Freddie Mac and qualified to do business in the jurisdiction where the
      Mortgaged Property is located, insuring the Seller, its successors and assigns,
      as to the first priority lien (or second priority if such Mortgage Loan is
      a
      Second Lien Mortgage Loan) of the Mortgage in the original principal amount
      of
      the Mortgage Loan, subject only to the exceptions contained in clauses (1),
      (2)
      and (3) of subsection (xi) of this Section 6(b) with respect to each First
      Lien
      Mortgage Loan and subject only to the exceptions contained in clauses (1),
      (2),
      (3) and (4) of subsection (xlxii) with respect to each Second Lien Mortgage
      Loan, and against any loss by reason of the invalidity or unenforceability
      of
      the lien resulting from the provisions of the Mortgage providing for adjustment
      to the Mortgage Interest Rate and Monthly Payment. Additionally, such lender’s
      title insurance policy includes no exceptions regarding ingress, egress or
      encroachments that impact the value or the marketability of the Mortgaged
      Property. The Seller is the sole insured of such lender's title insurance
      policy, and such lender's title insurance policy is in full force and effect
      and
      will be in force and effect upon the consummation of the transactions
      contemplated by this Agreement. No claims have been made under such lender's
      title insurance policy, and no prior holder of the Mortgage, including the
      Seller, has done, by act or omission, anything which would impair the coverage
      of such lender's title insurance policy;

    


    (xviii)       No
      Defaults.

    


    There
      is
      no default, breach, violation or event of acceleration existing under the
      Mortgage or the Mortgage Note and no event which, with the passage of time
      or
      with notice and the expiration of any grace or cure period, would constitute
      a
      default, breach, violation or event of acceleration, and neither the Seller
      nor
      its predecessors have waived any default, breach, violation or event of
      acceleration;

    


    (xix)          No
      Mechanics' Liens.

    


    There
      are
      no mechanics' or similar liens or claims which have been filed for work, labor
      or material (and no rights are outstanding that under the law could give rise
      to
      such liens) affecting the related Mortgaged Property which are or may be liens
      prior to, or equal or coordinate with, the lien of the related Mortgage which
      are not insured against by the title insurance policy referenced in Paragraph
      (xvii) above;

    


    (xx)           Location
      of Improvements; No Encroachments.

    


    Except
      as
      insured against by the title insurance policy referenced in subsection (xvii)
      above, all improvements which were considered in determining the Appraised
      Value
      of the Mortgaged Property lay wholly within the boundaries and building
      restriction lines of the Mortgaged Property and no improvements on adjoining
      properties encroach upon the Mortgaged Property.  No improvement
      located on or being part of the Mortgaged Property is in violation of any
      applicable zoning law or regulation;

    


    (xxi)          Payment
      Terms.

    


    Except
      with respect to the Interest Only Mortgage Loans, principal payments commenced
      no more than sixty (60) days after the funds were disbursed to the Mortgagor
      in
      connection with the Mortgage Loan. The Mortgage Loans have an original term
      to
      maturity of not more than forty (40) years (except with respect to certain
      Balloon Loans or Interest Only Mortgage Loans), with interest payable in arrears
      each month. As to each adjustable rate Mortgage Loan on each applicable
      Adjustment Date, the Mortgage Interest Rate will be adjusted to equal the sum
      of
      the Index plus the applicable Gross Margin, rounded up or down to the nearest
      multiple of 0.125% indicated by the Mortgage Note; provided that the Mortgage
      Interest Rate will not increase or decrease by more than the Periodic Interest
      Rate Cap on any Adjustment Date, and will in no event exceed the maximum
      Mortgage Interest Rate or be lower than the minimum Mortgage Interest Rate
      listed on the related Mortgage Note for such Mortgage Loan. As to each
      adjustable rate Mortgage Loan that is not an Interest Only Mortgage Loan, each
      Mortgage Note requires a monthly payment which is sufficient, during the period
      prior to the first adjustment to the Mortgage Interest Rate, to fully amortize
      the outstanding principal balance as of the first day of such period over the
      then remaining term of such Mortgage Note and to pay interest at the related
      Mortgage Interest Rate. As to each adjustable rate Mortgage Loan, if the related
      Mortgage Interest Rate changes on an Adjustment Date or, with respect to an
      Interest Only Mortgage Loan, on an Adjustment Date following the related
      interest only period, the then outstanding principal balance will be reamortized
      over the remaining life of such Mortgage Loan. No Mortgage Loan contains terms
      or provisions which would result in negative amortization. With respect to
      each
      Balloon Loan, the Mortgage Loan is payable in equal monthly installments of
      principal and interest based on a fifteen (15), thirty (30) or forty (40) year
      amortization schedule, as set forth in the related Mortgage Note, and a final
      lump sum payment substantially greater than the preceding Monthly Payment is
      required which is sufficient to amortize the remaining principal balance of
      the
      Balloon Loan. No Balloon Loan has an original stated maturity of less than
      seven
      (7) years.

    


     (xxii)        Customary
      Provisions.

    


    The
      Mortgage and related Mortgage Note contain customary and enforceable provisions
      such as to render the rights and remedies of the holder thereof adequate for
      the
      realization against the Mortgaged Property of the benefits of the security
      provided thereby, including, (1) in the case of a Mortgage designated as a
      deed
      of trust, by trustee's sale, and (2) otherwise by judicial
      foreclosure.  There is no homestead or other exemption available to a
      Mortgagor which would interfere with the right to sell the Mortgaged Property
      at
      a trustee's sale or the right to foreclose the Mortgage;

    


    (xxiii)        Occupancy
      of the Mortgaged Property.

    


    As
      of the
      date of origination, the Mortgaged Property was in good repair and was lawfully
      occupied under applicable law;

    


    (xxiv)       No
      Additional Collateral.

    


    Except
      in
      the case of a Pledged Asset Mortgage Loan and as indicated on the related Data
      File, the Mortgage Note is not and has not been secured by any collateral,
      pledged account or other security except the lien of the corresponding Mortgage
      and the security interest of any applicable security agreement or chattel
      mortgage referred to in subsections (xi) and (xlxii);


    


    (xxv)        Deeds
      of Trust.

    


    In
      the
      event the Mortgage constitutes a deed of trust, a trustee, duly qualified under
      applicable law to serve as such, has been properly designated and currently
      so
      serves and is named in the Mortgage, and no fees or expenses are or will become
      payable by the Mortgagee to the trustee under the deed of trust, except in
      connection with a trustee's sale after default by the Mortgagor;

    


    (xxvi)       Acceptable
      Investment.

    


    The
      Seller has no knowledge of any circumstances or conditions with respect to
      the
      Mortgage Loan, the Mortgaged Property, the Mortgagor or the Mortgagor's credit
      standing that can reasonably be expected to cause private institutional
      investors to regard the Mortgage Loan as an unacceptable investment, cause
      the
      Mortgage Loan to become delinquent, or adversely affect the value or
      marketability of the Mortgage Loan;

    


    (xxvii)       Transfer
      of Mortgage Loans.

    


    If
      the
      Mortgage Loan is not a MERS Mortgage Loan, the Assignment of Mortgage, upon
      the
      insertion of the name of the assignee and recording information, is in
      recordable form and is acceptable for recording under the laws of the
      jurisdiction in which the Mortgaged Property is located;

    


    (xxviii)     Mortgaged
      Property Undamaged.

    


    The
      Mortgaged Property is undamaged by waste, fire, earthquake or earth movement,
      windstorm, flood, tornado or other casualty so as to affect adversely the value
      of the Mortgaged Property as security for the Mortgage Loan or the use for
      which
      the premises were intended;

    


    (xxix)        Collection
      Practices; Escrow Deposits.

    


    The
      origination, servicing and collection practices used with respect to the
      Mortgage Loan have been in accordance with Accepted Servicing Practices, and
      have been in all material respects legal and proper.  With respect to
      escrow deposits and Escrow Payments, all such payments are in the possession
      of
      the Seller and there exist no deficiencies in connection therewith for which
      customary arrangements for repayment thereof have not been made.  All
      Escrow Payments have been collected in full compliance with state and federal
      law.  No escrow deposits or Escrow Payments or other charges or
      payments due the Seller have been capitalized under the Mortgage
      Note;

    


    (xxx)         No
      Condemnation.

    


    There
      is
      no proceeding pending or to the best of the Seller’s knowledge threatened for
      the total or partial condemnation of the related Mortgaged
      Property;

    


    (xxxi)        The
      Appraisal.

    


    The
      Servicing File include an appraisal, with the exception of any Time$aver®
Mortgage Loan (which at the original origination were on form 1004 or form
      2055
      with interior inspections), of the related Mortgaged Property.  The
      appraisal was conducted by an appraiser who had no interest, direct or indirect,
      in the Mortgaged Property or in any loan made on the security thereof; and
      whose
      compensation is not affected by the approval or disapproval of the Mortgage
      Loan, and the appraisal and the appraiser both satisfy the applicable
      requirements of Title XI of the Financial Institution Reform, Recovery, and
      Enforcement Act of 1989 and the regulations promulgated thereunder, all as
      in
      effect on the date the Mortgage Loan was originated;

     

    (xxxii)       Insurance.

    


    The
      Mortgaged Property securing each Mortgage Loan is insured by an insurer
      acceptable to Fannie Mae or Freddie Mac against loss by fire and such hazards
      as
      are covered under a standard extended coverage endorsement and such other
      hazards as are customary in the area where the Mortgaged Property is located
      pursuant to insurance policies conforming to the requirements of Section 4.10
      of
      the Servicing Agreement, in an amount which is at least equal to the lesser
      of
      (a) 100% of the insurable value, on a replacement cost basis, of the
      improvements on the related Mortgaged Property, or (b) the greater of (i) either
      (1) the outstanding principal balance of the Mortgage Loan with respect to
      each
      First Lien Mortgage Loan or (2) with respect to each Second Lien Mortgage Loan,
      the sum of the outstanding principal balance of the First Lien on such Mortgage
      Loan and the outstanding principal balance of such Second Lien Mortgage Loan,
      or
      (ii) an amount such that the proceeds of such insurance shall be sufficient
      to
      avoid the application to the Mortgagor or loss payee of any coinsurance clause
      under the policy. If the Mortgaged Property is a condominium unit, it is
      included under the coverage afforded by a blanket policy for the project. If
      the
      improvements on the Mortgaged Property are in an area identified in the Federal
      Register by the Federal Emergency Management Agency as having special flood
      hazards, a flood insurance policy meeting the requirements of the current
      guidelines of the Federal Insurance Administration is in effect with a generally
      acceptable insurance carrier, in an amount representing coverage not less than
      the least of (a) the outstanding principal balance of the Mortgage Loan with
      respect to each First Lien Mortgage Loan or with respect to each Second Lien
      Mortgage Loan, the sum of the outstanding principal balance of the First Lien
      on
      such Mortgage Loan and the outstanding principal balance of such Second Lien
      Mortgage Loan, (b) the full insurable value or (c) the maximum amount of
      insurance which was available under the Flood Disaster Protection Act of 1973,
      as amended. All individual insurance policies contain a standard mortgagee
      clause naming the Seller and its successors and assigns as mortgagee, and all
      premiums thereon have been paid. The Mortgage obligates the Mortgagor thereunder
      to maintain a hazard insurance policy at the Mortgagor's cost and expense,
      and
      on the Mortgagor's failure to do so, authorizes the holder of the Mortgage
      to
      obtain and maintain such insurance at such Mortgagor's cost and expense, and
      to
      seek reimbursement therefor from the Mortgagor. The hazard insurance policy
      is
      the valid and binding obligation of the insurer, is in full force and effect,
      and will be in full force and effect and inure to the benefit of the Purchaser
      upon the consummation of the transactions contemplated by this Agreement. The
      Seller has not acted or failed to act so as to impair the coverage of any such
      insurance policy or the validity, binding effect and enforceability
      thereof;

    


    (xxxiii)   
      Servicemembers
      Civil Relief Act.

    


    The
      Mortgagor has not notified the Seller, and the Seller has no knowledge of any
      relief requested or allowed to the Mortgagor under the Servicemembers Civil
      Relief Act, as amended;

    


    (xxxiv)      No
      Graduated Payments or Contingent
      Interest.

    


    The
      Mortgage Loan is not a graduated payment mortgage loan and the Mortgage Loan
      does not have a shared appreciation or other contingent interest
      feature;

    


    (xxxv)       No
      Construction Loans.

    


    No
      Mortgage Loan was made in connection with (1) the construction or rehabilitation
      of a Mortgage Property or (2) facilitating the trade-in or exchange of a
      Mortgaged Property other than a construction-to-permanent loan which has
      converted to a permanent Mortgage Loan;

    


    
      	
            	
                              (xxxvi)

            	
              Underwriting.

            


    

    


    
      	
              (1)  

            	
              Each
                Seller Mortgage Loan was underwritten in accordance with the Underwriting
                Guidelines;

            


    

    


    
      	
              (2)  

            	
              Each
                Third-Party Mortgage Loan was underwritten in accordance with the
                Third-Party Underwriting
                Guidelines;

            


    

    


    
      	
              (3)  

            	
              Each
                Exception Mortgage Loan was underwritten in accordance with the
                Underwriting Guidelines, subject to the exceptions specified on the
                related Assignment and Conveyance Agreement;
                and

            


    

    


    
      	
              (4)  

            	
              Each
                Mortgage Note and Mortgage are on forms acceptable to Freddie Mac
                or
                Fannie Mae;

            


    

    


    
      	
            	
                              
                (xxxvii)

            	
              Buydown
                Mortgage Loans.

            


    

    


    With
      respect to each Mortgage Loan that is a Buydown Mortgage Loan:

    


    
      	
               

            	
              (1)

            	
              On
                or before the date of origination of such Mortgage Loan, the Seller
                and
                the Mortgagor, or the Seller, the Mortgagor and the seller of the
                Mortgaged Property or a third party entered into a Buydown
                Agreement.  The Buydown Agreement provides that the seller of
                the Mortgaged Property (or third party) shall deliver to the Seller
                temporary Buydown Funds in an amount equal to the aggregate undiscounted
                amount of payments that, when added to the amount the Mortgagor on such
                Mortgage Loan is obligated to pay on each Due Date in accordance
                with the
                terms of the Buydown Agreement, is equal to the full scheduled Monthly
                Payment due on such Mortgage Loan.  The temporary Buydown Funds
                enable the Mortgagor to qualify for the Buydown Mortgage
                Loan.  The effective interest rate of a Buydown Mortgage Loan if
                less than the interest rate set forth in the related Mortgage Note
                will
                increase within the Buydown Period as provided in the related Buydown
                Agreement so that the effective interest rate will be equal to the
                interest rate as set forth in the related Mortgage Note.  The
                Buydown Mortgage Loan satisfies the requirements of the Underwriting
                Guidelines with respect to the Seller Mortgage Loans (other than
                the
                exceptions identified for Exception Mortgage Loans on the related
                Assignment and Conveyance Agreement) or the Third-Party Underwriting
                Guidelines with respect to Third-Party Mortgage Loans, as
                applicable;

            


    

    


    
      	
               

            	
              (2)

            	
              The
                Mortgage and Mortgage Note reflect the permanent payment terms rather
                than
                the payment terms of the Buydown Agreement.  The Buydown
                Agreement provides for the payment by the Mortgagor of the full amount
                of
                the Monthly Payment on any Due Date that the Buydown Funds are
                available.  The Buydown Funds were not used to reduce the
                original principal balance of the Mortgage Loan or to increase the
                Appraised Value of the Mortgage Property when calculating the
                Loan-to-Value Ratios for purposes of the Agreement and, if the Buydown
                Funds were provided by the Seller and if required under Underwriting
                Guidelines with respect to the Seller Mortgage Loans (other than
                the
                exceptions identified for Exception Mortgage Loans on the related
                Assignment and Conveyance Agreement) or the Third-Party Underwriting
                Guidelines with respect to Third-Party Mortgage Loans, as applicable,
                the
                terms of the Buydown Agreement were disclosed to the appraiser of
                the
                Mortgaged Property;

            


    

    


    
      	
               

            	
              (3)

            	
              The
                Buydown Funds may not be refunded to the Mortgagor unless the Mortgagor
                makes a principal payment for the outstanding balance of the Mortgage
                Loan; and

            


    

    


    
      	
              (4)        
                  

            	
              As
                of the date of origination of the Mortgage Loan, the provisions of
                the
                related Buydown Agreement complied with the Underwriting Guidelines
                (other
                than the exceptions identified for Exception Mortgage Loans on the
                related
                Assignment and Conveyance Agreement) or the Third-Party Underwriting
                Guidelines, as applicable regarding buydown
                agreements;

            


    

    


    
      	
            	
                                   
                (xxxviii)

            	
              Cooperative
                Loans.

            


    

    


    With
      respect to each Cooperative Loan:

    


    
      	
               

            	
              (1)

            	
              The
                Cooperative Shares are held by a person as a tenant-stockholder in
                a
                Cooperative.  Each original UCC financing statement,
                continuation statement or other governmental filing or recordation
                necessary to create or preserve the perfection and priority of the
                first
                lien and security interest in the Cooperative Loan and Proprietary
                Lease
                has been timely and properly made.  Any security agreement,
                chattel mortgage or equivalent document related to the Cooperative
                Loan
                and delivered to Purchaser or its designee establishes in Purchaser
                a
                valid and subsisting perfected first lien on and security interest
                in the
                Mortgaged Property described therein, and Purchaser has full right
                to sell
                and assign the same;

            


    

    


    
      	
               

            	
              (2)

            	
              A
                Cooperative Lien Search has been made by a company competent to make
                the
                same which company is acceptable to Fannie Mae or Freddie Mac and
                qualified to do business in the jurisdiction where the Cooperative
                is
                located;

            


    

    


    
      	
               

            	
              (3)

            	
              (i)
                The term of the related Proprietary Lease is not less than the terms
                of
                the Cooperative Loan; (ii) there is no provision in any Proprietary
                Lease
                which requires the Mortgagor to offer for sale the Cooperative Shares
                owned by such Mortgagor first to the Cooperative; (iii) there is
                no
                prohibition in any Proprietary Lease against pledging the Cooperative
                Shares or assigning the Proprietary Lease; (iv) the Cooperative has
                been
                created and exists in full compliance with the requirements for
                residential cooperatives in the jurisdiction in which the Project
                is
                located and qualifies as a cooperative housing corporation under
                Section
                210 of the Code; (v) the Recognition Agreement is on a form published
                by
                Aztech Document Services, Inc. or includes similar provisions; and
                (vi)
                the Cooperative has good and marketable title to the Project, and
                owns the
                Project either in fee simple; such title is free and clear of any
                adverse
                liens or encumbrances, except the lien of any blanket
                mortgage;

            


    

    


    
      	
              (4)        
                  

            	
              The
                Seller has the right under the terms of the Mortgage Note, Pledge
                Agreement and Recognition Agreement to pay any maintenance charges
                or
                assessments owed by the Mortgagor;
                and

            


    

    


    
      	
              (5)        
                  

            	
              Each
                Stock Power (i) has all signatures guaranteed or (ii) if all signatures
                are not guaranteed, then such Cooperative Shares will be transferred
                by
                the stock transfer agent of the Cooperative if the Seller undertakes
                to
                convert the ownership of the collateral securing the related Cooperative
                Loan.;

            


    

    


    
      	
               

            	
              (xxxix)      
                HOEPA.

            


    

    


    No
      Mortgage Loan is a Covered Loan or a High Cost Loan (in the case of state or
      local law, as determined without giving effect to any available federal
      preemption, other than any exemptions specifically provided for in the relevant
      state or local law);

    


    (xl)           Anti-Money
      Laundering Laws.

    


    The
      Seller has complied with all applicable anti-money laundering laws and
      regulations, (the "Anti-Money Laundering Laws"), and has established an
      anti-money laundering compliance program as required by the Anti-Money
      Laundering Laws;

    


    (xli)           Bankruptcy.

    


    
      	
               

            	
              Except
                as permitted by the Underwriting Guidelines, no Mortgagor was a debtor
                in
                any state or federal bankruptcy or insolvency proceeding as of the
                date
                the Mortgage Loan was closed and the proceeds of the Mortgage Loan
                were
                distributed;

            


    

    


    (xlii)         Due
      on Sale.

    


    The
      Mortgage or Mortgage Note contains an enforceable provision, to the extent
      not
      prohibited by federal law, for the acceleration of the payment of the unpaid
      principal balance of the Mortgage Loan in the event that the Mortgaged Property
      is sold or transferred without the prior written consent of the Mortgagee
      thereunder, provided that, with respect to Mortgage Notes which bear an
      adjustable rate of interest, such provision shall not be enforceable if the
      Mortgagor causes to be submitted to the Seller to evaluate the intended
      transferee as if a new Mortgage Loan were being made to such transferee, and
      the
      Seller reasonably determines that the security will not be impaired by such
      Mortgage Loan assumption and that the risk of breach of any covenant or
      agreement in such Mortgage is acceptable to the Purchaser;

    


    (xliii)        Credit
      Reporting.

    


    With
      respect to each Mortgage Loan, the Seller has furnished complete information
      on
      the related borrower credit files to Equifax, Experian and Trans Union Credit
      Information Seller, in accordance with the Fair Credit Reporting Act and its
      implementing regulations;

    


    (xliv)        Delivery
      of Custodial Mortgage Files.

    


    The
      Mortgage Loan Documents contained in the Custodial Mortgage File required to
      be
      delivered by the Seller have been delivered to the Custodian.  The
      Seller is in possession of a complete, true and accurate Retained Mortgage
      File,
      except for such documents where the originals of which have been sent for
      recordation;

    


    (xlv)        Single
      Premium Credit Life Insurance.

    


    No
      Mortgagor has been offered or required to purchase single premium credit
      insurance in connection with the origination of the Mortgage Loan;

    


    (xlvi)        Payment
      in Full.

    


    The
      Seller had no knowledge, at the time of origination of the Mortgage Loan, of
      any
      fact that should have led it to expect that such Mortgage Loan would not be
      paid
      in full when due;

    


    (xlvii) 
           MERS Mortgage Loans.

    


    With
      respect to each MERS Mortgage Loan, a MIN has been assigned to the Mortgage
      Loan, the MIN appears on the Mortgage or related Assignment of Mortgage to
      MERS,
      the Mortgage or the related Assignment of Mortgage to MERS has been duly and
      properly recorded on MERS, and the transfer to the Purchaser has been properly
      reflected in the MERS System pursuant to the Purchaser’s registration
      instructions;

    


    (xlviii)      Leasehold
      Estates.

    


    With
      respect to each Mortgage Loan secured in whole or in part by the interest of
      the
      Mortgagor as a lessee under a ground lease of the related Mortgaged Property
      (a
“Ground Lease”) and not be a fee interest in such Mortgaged
      Property:

    


    
      	
               

            	
              (1)

            	
              The
                Mortgagor is the owner of a valid and subsisting interest as tenant
                under
                the Ground Lease;

            


    

    


    
      	
               

            	
              (2)

            	
              The
                Ground Lease is in full force and effect, unmodified and not supplement
                by
                any writing;

            


    

    


    (3)           The
      Mortgagor is not in default under any provision of the lease;

    


    
      	
               

            	
              (4)

            	
              The
                lessor under the Ground Lease is not in default under any of the
                terms or
                provisions thereof on the part of the lessor to be observed or
                performed;

            


    

    


    
      	
               

            	
               
                (5)

            	
              The
                term of the Ground Lease exceeds the maturity date of the related
                Mortgage
                Loan by at least five (5) years;

            


    

     

    
      	
               

            	
               
                (6)

            	
              The
                Mortgagee under the Mortgage Loan is given at least sixty (60) days’
                notice of any default and an opportunity to cure any defaults under
                the
                Ground Lease or to take over the Mortgagor’s rights under the Ground
                Lease;

            


    

     

    
      	
               

            	
               
                (7)

            	
              The
                Ground Lease does not contain any default provisions that could result
                in
                forfeiture or termination of the Ground Lease except for non-payment
                of
                the Ground Lease or a court order.

            


    

     

    
      	
               

            	
               
                (8)

            	
              The
                Ground Lease provides that the leasehold can be transferred, mortgaged
                and
                sublet an unlimited number of times either without restriction or
                on
                payment of a reasonable fee and delivery of reasonable documentation
                to
                the lessor;

            


    

     

    
      	
               

            	
               
                (9)

            	
              The
                Ground Lease or a memorandum thereof has been recorded and by its
                terms
                permits the leasehold estate to be mortgaged;
                and

            


    

     

    
      	
               

            	
               
                (10)

            	
              The
                execution, delivery and performance of the Mortgage do not require
                consent
                (other than those consents which have been obtained and are in full
                force
                and effect) under, and will not contravene any provision of or cause
                a
                default under, the Ground Lease;

            


    

     

    (xlix)         Mixed-Use
      Property.

    


    No
      Mortgaged Property shall be used
      solely for commercial purposes. With respect to any Mortgaged Property that
      is a
      mixed-use property (i) the Mortgaged Property is a single family dwelling,
      (ii)
      any commercial use of the Mortgaged Property represents a legal, permissible
      use
      of the Mortgaged Property under federal, state and local laws and ordinances;
      (iii) the Mortgagor is both the owner and the operator of the business conducted
      on the Mortgaged Property; and (iv) income from the business use of the
      Mortgaged Property was not taken into account in determining the Appraised
      Value
      of the Mortgaged Property.  The Mortgaged Property with respect to
      each mixed-use property is in material compliance with all applicable
      environmental laws pertaining to environmental hazards and neither the Seller
      nor, to the Seller’s knowledge, the related Mortgagor, has received any notice
      of any violation or potential violation of such law;

     

    
      	 	
              (xlx)          Prepayment
                Charge
                Enforceability.

            


    

     

    The
      Mortgage Loan Documents with respect
      to each Mortgage Loan subject to Prepayment Charge specifically authorizes
      such
      Prepayment Charge to be collected, such Prepayment Charge is permissible and
      enforceable in accordance with the terms of the related Mortgage Loan Documents
      and all federal, state and local laws applicable to the Mortgage Loans (except
      to the extent that the enforceability thereof may be limited by bankruptcy,
      insolvency, moratorium, receivership and other similar laws relating to
      creditors’ rights generally or the collectability thereof may be limited due to
      acceleration in connection with a foreclosure);

    


    
      	 	
              (xlxi)         Prepayment
                Charge Amount and
                Duration.

            


    

    


    Each
      such Prepayment Charge is in an
      amount equal to the maximum amount permitted under applicable law and no
      Mortgage Loan originated on or after October 1, 2002
      provides for the payment of a
      Prepayment Penalty beyond the three-year term following the origination of
      the
      Mortgage Loan. No Mortgage Loan originated prior to such date provides
      for the payment of a Prepayment Penalty beyond the five-year term following
      the
      origination of the Mortgage Loan;

    


    (xlxii)        Valid
      Second Lien.

     

    With
      respect to any Second Lien Mortgage Loan, such Mortgage is a valid, subsisting
      and enforceable Second Lien on the Mortgaged Property, including all buildings
      on the Mortgaged Property and all installations and mechanical, electrical,
      plumbing, heating and air conditioning systems located in or annexed to such
      buildings, and all additions, alterations and replacements made at any time
      with
      respect to the foregoing.  The lien of such Mortgage is subject only
      to:

     

    (1)           the
      lien of current real property taxes and assessments not yet due and
      payable;

     

    (2)           First
      Lien Mortgage Loan acceptable in accordance with the Underwriting Guidelines
      with respect to the Seller Mortgage Loans (other than the exceptions identified
      for Exception Mortgage Loans on the related Assignment and Conveyance Agreement)
      or the Third-Party Underwriting Guidelines with respect to Third-Party Mortgage
      Loans, as applicable;

     

     (3)        
      covenants, conditions and restrictions, rights of way, easements and other
      matters of the public record as of the date of recording acceptable to mortgage
      lending institutions in accordance with Accepted Servicing Practices and (i)
      referred to or otherwise considered in the appraisal and (ii) which do not
      adversely affect the Appraised Value; and

     

    (4)         
      other matters to which like properties are commonly subject which do not
      materially interfere with the benefits of the security intended to be provided
      by the mortgage or the use, enjoyment, value or marketability of the related
      Mortgaged Property.

     

    Any
      security agreement, chattel mortgage or equivalent document related to and
      delivered in connection with such Mortgage Loan establishes and creates a valid,
      subsisting, and enforceable Second Lien and second lien security interest on
      the
      property described therein and the Company has full right to sell and assign
      the
      same to the Purchaser.  With respect to each Second Lien Mortgage
      Loan: (a) the First Lien is in full force and effect, (b) there is no default,
      breach, violation or event of acceleration existing under such First Lien
      Mortgage or the related Mortgage Note, (c) either no consent for the Second
      Lien
      Mortgage Loan is required by the holder of the First Lien or such consent has
      been obtained and is contained in the Mortgage Loan Documents, (d) no event
      which, with the passage of time or with notice and the expiration of any grace
      or cure period, would constitute a default, breach, violation or event or
      acceleration under the related First Lien Mortgage Loan and (e) either (A)
      the
      First Lien Mortgage Loan allows or (B) applicable law requires, the mortgagee
      under the Second Lien Mortgage Loan to receive notice of, and affords such
      mortgagee an opportunity to cure any default by payment in full or otherwise
      under the First Lien Mortgage Loan;

     

    (xlxiii)      Manufactured
      Housing.

    


    No
      Mortgage Loan is secured by manufactured housing;

    


    (xlxiv)      New
      Jersey Purchase Money Second Lien Mortgage Loans.

    


    With
      respect to any purchase money Second Lien Mortgage Loans subject to the New
      Jersey Home Ownership Security Act of 2002 (P.L. 2003, c.46:10B-27), one hundred
      percent of the amount financed was used for the purchase of the related
      Mortgaged Property;

    


    (xlxv)      
       Prepayment Penalties.

     

    Each
      prepayment penalty with respect to any Assigned Loan is permissible, enforceable
      and collectible under applicable federal, state and local law and each such
      prepayment penalty actually charged to the related borrower is in accordance
      with the prepayment penalty matrices set forth in Exhibit B.

     

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    


    EXHIBIT
      B

    


    Prepayment
      Penalty Matrix

    


    AVAILABLE
      UPON REQUEST

    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    


    EXHIBIT
      C

    


    Fannie
      Mae Representations and Warranties

    


    With
      respect to the Assigned Loans in Group I:

     

    
      	
              (i)  

            	
              Either
                the Mortgagor or the guarantor of a Mortgage Loan is a natural person
                or
                an Illinois land trust or a “living trust” and such “living trust” is in
                compliance with the Seller’s Underwriting Guidelines. No Mortgage Loan
                contains any terms pursuant to which the Mortgagor is entitled to
                cancellation of some or all of the indebtedness evidenced by the
                Mortgage
                Note;

            


    

     

    
      	
              (ii)  

            	
              The
                Mortgage Note and the Mortgage contain the entire agreement of the
                Mortgagor, and there is no obligation on the part of the Seller or
                any
                other party to make any payments with respect to the related Mortgage
                Loan
                in addition to the Monthly Payments required to be made by the applicable
                Mortgagor and the Mortgage Note with respect to any Mortgage Loan
                does not
                permit or obligate the Seller to make future advances to the Mortgagor
                at
                the option of the Mortgagor;

            


    

     

    
      	
              (iii)  

            	
              The
                Seller has caused or will cause to be performed any and all acts
                required
                to preserve the rights and remedies of the Purchaser in any insurance
                policies applicable to the Mortgage Loans including, without limitation,
                any necessary notifications of insurers, assignments of policies
                or
                interests therein, and establishments of coinsured, joint loss payee
                and
                mortgagee rights in favor of the
                Purchaser;

            


    

     

    
      	
              (iv)  

            	
              The
                Mortgage Loan does not provide for deferred interest or negative
                amortization. The Mortgage Loan is not a simple interest Mortgage
                Loan.
                The related Mortgaged Property is not a
                timeshare;

            


    

     

    
      	
              (v)  

            	
              The
                Mortgage Loan does not contain provisions pursuant to which Monthly
                Payments are paid or partially paid with funds deposited in any separate
                account established by the Seller, the Mortgagor or anyone on behalf
                of
                the Mortgagor, or paid by any source other than the Mortgagor nor
                does it
                contain any other similar provisions currently in effect which may
                constitute a “buydown” provision. The Mortgage Loan is not a graduated
                payment Mortgage Loan;

            


    

     

    
      	
              (vi)  

            	
              If
                the Mortgage Loan provides that the interest rate may be adjusted,
                all of
                the terms pertaining to interest rate adjustments, payment adjustments
                and
                adjustments of the outstanding principal balance are enforceable,
                all such
                adjustments have been made in strict compliance with federal, state
                and
                local law and in accordance with the terms of the Mortgage Loan Documents,
                including the mailing of required notices, and such adjustments do
                not and
                will not affect the priority of the Mortgage lien. With respect to
                each
                Mortgage Loan which is approaching its initial Adjustment Date and
                every
                Adjustment Date thereafter, Seller will partner with Purchaser to
                compare
                adjustment rate change criteria thirty (30) days prior to the change
                event. In the event of a discrepancy, Seller will research and provide
                findings to Purchaser;

            


    

     

    
      	
              (vii)  

            	
              There
                exists no violation of any local, state, or federal environmental
                law,
                rule or regulation with respect to the Mortgaged Property which violation
                has or could have a material adverse effect on the market value of
                such
                Mortgaged Property. The Seller has no knowledge of any pending action
                or
                proceeding directly involving the related Mortgaged Property in which
                compliance with any environmental law, rule or regulation is an
                issue;

            


    

     

    
      	
              (viii)  

            	
              No
                Mortgage Loan was originated based on an appraisal of the related
                Mortgaged Property made prior to completion of construction of the
                improvements thereon. No Mortgage Loan was made in connection with
                (i) the
                construction or rehabilitation of a Mortgaged Property or (ii)
                facilitating the trade-in or exchange of a Mortgaged Property other
                than a
                construction-to-permanent loan which has converted to a permanent
                Mortgage
                Loan;

            


    

     

    
      	
              (ix)  

            	
              No
                statement, tape, diskette, form, report or other document furnished
                or to
                be furnished by Seller pursuant to this Agreement or in connection
                with
                the transactions contemplated hereby contains or will contain any
                statement that is or will be inaccurate or misleading in any material
                respect or omits to state a material fact required to be stated therein
                or
                necessary to make the information and statements therein not
                misleading;

            


    

     

    
      	
              (x)  

            	
              The
                Mortgagor has received and has executed, where applicable, prior
                to the
                Origination Date of the Mortgage Loan, all disclosure and rescission
                materials required by applicable law with respect to the making of
                the
                Mortgage Loan;

            


    

     

    
      	
              (xi)  

            	
              The
                Seller has no knowledge of any circumstances or condition with respect
                to
                the Mortgage, the Mortgaged Property, the Mortgagor or the Mortgagor’s
                credit standing that could reasonably be expected to cause investors
                to
                regard the Mortgage Loan as an unacceptable investment, cause such
                Mortgage Loan to become delinquent or adversely affect the value
                or the
                marketability of the Mortgage Loan. The Seller did not select the
                Mortgage
                Loans sold to Purchaser based on any adverse selection of mortgage
                loans
                in its portfolio that met Purchaser’s purchase parameters for this
                transaction, including without limitation, the location or condition
                of
                the Mortgaged Property, payment pattern of the borrower or any other
                factor that may adversely affect the expected cost of foreclosing,
                owning
                or holding the Mortgage Loans or related Mortgaged Property or collecting
                the insurance or guarantee proceeds related
                thereto;

            


    

     

    
      	
              (xii)  

            	
              The
                Mortgage Loan was originated by or for the Seller pursuant to, and
                conforms with the Seller’s Underwriting Guidelines. No Mortgage Loan was
                originated under a no income and no asset underwriting program. No
                Mortgage Loan was originated under a no income and verified asset
                underwriting program;

            


    

     

    
      	
              (xiii)  

            	
              The
                sale, transfer, assignment and conveyance of the Mortgage Loan by
                the
                Seller pursuant to this Agreement is not subject to and will not
                result in
                any tax, fee or governmental charge payable by the Seller, except
                those
                that have been paid;

            


    

     

    
      	
              (xiv)  

            	
              The
                Mortgage Loan is not a
                Reverse-Mortgage;

            


    

     

    
      	
              (xv)  

            	
              The
                Seller is not aware of any facts that could reasonably be expected
                to
                affect adversely the value or marketability of the related
                Mortgage;

            


    

     

    
      	
              (xvi)  

            	
              Within
                thirty (30) days following the related Closing Date, to the extent
                not
                previously delivered, the Seller shall deliver to the Purchaser the
                data
                required by HMDA, the Purchaser and the Purchaser’s
                regulators;

            


    

     

    
      	
              (xvii)  

            	
              With
                respect to the Mortgage Loan, the Seller has complied with all applicable
                anti-money laundering laws and regulations, including without limitation
                the USA Patriot Act of 2001 (collectively, the “Anti-Money Laundering
                Laws”). The Seller has established an anti-money laundering compliance
                program as required by the Anti-Money Laundering Laws and has conducted
                the requisite due diligence in connection with the origination of
                each
                Mortgage Loan for the purposes of the Anti- Money Laundering Laws.
                The
                Seller further represents that as of the date of the origination
                of the
                Mortgage Loan, the related Mortgagor did not appear on any list of
                blocked
                or prohibited parties designated by the U.S. Department of
                Treasury;

            


    

     

    
      	
              (xviii)  

            	
              No
                Mortgage Loan that is a “residential mortgage transaction” within the
                meaning of the federal Truth in Lending Act, Regulation Z, 12 CFR
                Section
                226.2, has either an “annual percentage rate” or “total points and fees”
                payable by the Mortgagor that exceeds the applicable thresholds under
                HOEPA;

            


    

     

    
      	
              (xix)  

            	
              At
                the time of origination, the Mortgage Loan complied in all material
                respects with applicable local, state, and federal laws, including,
                but
                not limited to, all applicable predatory and abusive lending
                laws;

            


    

     

    
      	
              (xx)  

            	
              The
                Mortgage Loan is not a “High-Cost Home Loan” as defined in the Georgia
                Fair Lending Act, as amended (the “Georgia Act”). If the Mortgage Loan is
                subject to the Georgia Act and secured by owner occupied real property
                or
                an owner occupied manufactured home located in the State of Georgia,
                it
                was not originated (or modified) on or after October 1, 2002 through
                and
                including March 6, 2003;

            


    

     

    
      	
              (xxi)  

            	
              The
                Mortgage Loan is not a “High-Cost Home Loan” as defined in New York
                Banking Law 6-1;

            


    

     

    
      	
              (xxii)  

            	
              Notwithstanding
                the “safe harbor” language contained in §23-53-103(5)(B) of the Arkansas
                Home Loan Protection Act, no Mortgage Loan is a “High-Cost Home Loan” as
                defined in the Arkansas Home Loan Protection Act effective July 16,
                2003
                (Act 1340 of 2003);

            


    

     

    
      	
              (xxiii)  

            	
              The
                Mortgage Loan is not a “High-Cost Home Loan” as defined in the Kentucky
                high-cost home loan statute effective June 24, 2003 (Ky. Rev. Stat.
                Section 360.100);

            


    

     

    
      	
              (xxiv)  

            	
              The
                Mortgage Loan is not a “High-Cost Home Loan” as defined in the New Jersey
                Home Ownership Act effective November 27, 2003 (N.J.S.A. 46:10B-22
                et
                seq.);

            


    

     

    
      	
              (xxv)  

            	
              The
                Mortgage Loan is not a “High-Cost Home Loan” as defined in the New Mexico
                Home Loan Protection Act effective January 1, 2004 (N.M. Stat. Ann.
§§
                58-21A-1 et seq.);

            


    

     

    
      	
              (xxvi)  

            	
              The
                Mortgage Loan is not a “High-Risk Home Loan” as defined in the Illinois
                High-Risk Home Loan Act effective January 1, 2004 (815 Ill. Comp.
                Stat.
                137/1 et seq.);

            


    

     

    
      	
              (xxvii)  

            	
              The
                Mortgage Loan is not a “High-Cost Home Mortgage Loan” as defined in the
                Massachusetts Predatory Home Loan Practices Act, effective November
                7,
                2004 (Mass. Ann. Laws Ch. 183C);

            


    

     

    
      	
              (xxviii)  

            	
              Notwithstanding
                the “safe harbor” language contained in §24-9-1-1 of the Indiana Home Loan
                Practices Act, no Mortgage Loan is a “High Cost Home Loan” as defined in
                the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind.Code
                Ann. Sections 24-9-1 through
                24-9-9);

            


    

     

    
      	
              (xxix)  

            	
              The
                Mortgage Loan is not a “High-Risk Home Loan” as defined in the Rhode
                Island Home Loan Protection Act, effective December 31, 2006 (R.I.
                Gen.
                Laws Sections 34-25.2-1 through
                34-25.2-15);

            


    

     

    
      	
              (xxx)  

            	
              The
                Mortgage Loan is not a “High-Risk Home Loan” as defined in the Tennessee
                Home Loan Protection Act, effective January 1, 2007 (Tenn. Code Ann.
                Sections 4520-101, et seq.);

            


    

     

    
      	
              (xxxi)  

            	
              If
                the Mortgage Loan was originated on or after October 31, 2004, it
                is not
                subject to mandatory arbitration except when the terms of the arbitration
                also contain a waiver provision that provides that in the event of
                a sale
                or transfer of the Mortgage Loan or interest in the Mortgage Loan
                to
                Fannie Mae, the terms of the arbitration are null and void and cannot
                be
                reinstated. The Seller hereby covenants that the seller or servicer
                of the
                Mortgage Loan, as applicable, will notify the borrower in writing
                within
                sixty (60) days of the sale or transfer of such Mortgage Loan to
                Fannie
                Mae that the terms of the arbitration are null and
                void;

            


    

     

    
      	
              (xxxii)  

            	
              With
                respect to any Mortgage Loan, the related Mortgagor was offered a
                product
                priced appropriately for the highest credit quality grade for which
                the
                Mortgagor qualified based on an assessment of risk factors including
                credit and collateral
                characteristics;

            


    

     

    
      	
              (xxxiii)  

            	
              The
                methodology used in underwriting the extension of credit for the
                Mortgage
                Loan employs objective policies and procedures which relate the
                Mortgagor’s income, assets and liabilities to the proposed payment and
                such underwriting methodology does not rely on the extent of the
                Mortgagor’s equity in the collateral as the principal determining factor
                in approving such credit extension. Such underwriting methodology
                confirmed that at the time of origination (application/approval)
                the
                Mortgagor had a reasonable financial capacity to make timely payments
                on
                the Mortgage Loan;

            


    

     

    
      	
              (xxxiv)  

            	
              The
                related Mortgagor was not required to purchase any single premium
                credit
                insurance policy (e.g., life, disability, accident, unemployment,
                or
                health insurance product) or debt cancellation agreement as a condition
                of
                obtaining the extension of credit. The related Mortgagor did not
                obtain a
                prepaid single-premium credit insurance policy (e.g., life, disability,
                accident, unemployement, or health insurance product) or debt cancellation
                agreement in connection with the origination of the Mortgage Loan.
                No
                proceeds from the Mortgage Loan were used to purchase single premium
                credit insurance policies (e.g., life, disability, accident, unemployment,
                or health insurance product) or debt cancellation agreements as part
                of
                the origination of, or as a condition to closing, such Mortgage
                Loan;

            


    

     

    
      	
              (xxxv)  

            	
              All
                points and fees related to each Mortgage Loan were disclosed in writing
                to
                the Mortgagor in accordance with applicable state and federal law
                and
                regulation. No Mortgagor was charged “points and fees” (whether or not
                financed) in an amount that exceeds the greater of (1) 5% of the
                principal
                amount of the Mortgage Loan or (2) $1,000; such limitation is calculated
                in accordance with Fannie Mae’s requirements as set forth in the Fannie
                Mae Selling Guide;

            


    

     

    
      	
              (xxxvi)  

            	
              All
                fees and charges (including finance charges) and whether or not financed,
                assessed, collected or to be collected in connection with the origination
                and servicing of the Mortgage Loan has been disclosed in writing
                to the
                Mortgagor in accordance with applicable state and federal law and
                regulation;

            


    

     

    
      	
              (xxxvii)  

            	
              The
                Mortgage Loan is in compliance with the Charter
                Act;

            


    

     

    
      	
              (xxxviii)  

            	
              No
                Mortgage Loan has a Loan-to-Value Ratio in excess of
                100%;

            


    

     

    
      	
              (xxxix)  

            	
              The
                Mortgage Loan does not have a CLTV in excess of
                100%;

            


    

     

    
      	
              (xl)  

            	
              For
                each Mortgage Loan, the Mortgagor’s gross minimum monthly disposable
                income shall not be (a) less than $500 for an individual Mortgagor,
                (b)
                less than $800 for one Mortgagor and one additional household member
                or
                (c) $950 for one Mortgagor and two additional household members,
                plus an
                additional $150 for each additional household member; provided, however,
                such calculation shall be based on net minimum monthly disposable
                income
                for Mortgagors on fixed income; and provided, further that these
                residual
                income requirements must only be met if the debt-to-income ratio
                for such
                Mortgage Loan is greater than 45% or the Mortgage Loan is an Interest-Only
                Mortgage Loan;

            


    

     

    
      	
              (xli)  

            	
              With
                respect to each Mortgage Loan, the Mortgagor shall not have a “1 X 120”
                days late mortgage payment history;

            


    

     

    
      	
              (xlii)  

            	
              With
                respect to each Mortgage Loan originated pursuant to Section 50(a)(6),
                Article XVI of the Texas Constitution (the “Texas 50(a)(6) Mortgage Loan”)
                the Seller makes the following additional representations and warranties:
                (1) Each Texas 50(a)(6) Mortgage Loan, as previously submitted by
                the
                Seller to the Assignor, is: (a) on the form: TXNT0011.wp (12-21-01)
                and
                (b) on a form substantially similar to the Fannie Mae Uniform Instrument
                Form 3244.1 1/01 C32441 (rev. 10/03). (2) Each Texas 50(a)(6) Mortgage
                Loan was originated pursuant to processes and procedures that comply
                with
                the provisions of the Texas Constitution that apply to mortgage loans
                authorized by Section 50(a)(6), Article XVI of the Texas Constitution.
                (3)
                An attorney familiar with the provisions of Section 50(a)(6), Article
                XVI
                of the Texas Constitution was consulted in connection with the development
                and implementation of the processes and procedures used for the
                origination of each Texas 50(a)(6) Mortgage Loan. (4) There is (a)
                no
                litigation pending or, to the best of the Seller’s knowledge, threatened
                against any Texas 50(a)(6) Mortgage Loan and (b) no class action
                (actual
                or, to the best of the Seller’s knowledge, threatened) involving a Texas
                Section 50(a)(6) Mortgage Loan or other material litigation involving
                such
                Mortgage Loan now owned by the Seller or serviced by the Servicer.
                (5)
                Each Texas 50(a)(6) Mortgage Loan is covered by special mortgage
                title
                policy endorsement T-42 and supplemental endorsement T-42.1. (6)
                Each
                Texas 50(a)(6) Mortgage Loan must be coded with Special Feature Code
“304”
                and either (a) “003” (for Texas 50(a)(6) Mortgage Loan that represents a
                cash-out refinance transaction) or (b) “007” (for a Texas 50(a)(6)
                Mortgage Loan that represents a limited cash-out refinance transaction)No
                Mortgage Loan that provides for payments of interest only at any
                time
                throughout life of such Mortgage Loan constitutes an “equity loan” under
                Section 50(a)(6), Article XVI of the Texas
                Constitution;

            


    

     

    
      	
              (xliii)  

            	
              Each
                Mortgage Loan that is a “nontraditional mortgage loan” within the meaning
                of the Interagency Guidance on Nontraditional Mortgage Product Risks,
                71
                FR 58609 (October 4, 2006), and that has a residential loan application
                date on or after September 13, 2007, complies in all material respects
                with such guidance, regardless of whether the Mortgage Loan's originator
                or Seller is subject to such guidance as a matter of law;
                and

            


    

     

    
      	
              (xliv)  

            	
              Each
                Mortgage Loan that is an adjustable rate mortgage loan and that has
                a
                residential loan application date on or after September 13, 2007,
                complies
                in all material respects with the Interagency Statement on Subprime
                Mortgage Lending, 72 FR 37569 (July 10, 2007), regardless of whether
                the
                Mortgage Loan's originator or Seller is subject to such statement
                as a
                matter of law.

            


    

     

    



       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      EXHIBIT
        E

       

      REQUEST
        FOR RELEASE

       

      TO:          Citibank

      5280
        Corporate Drive

      MS
        0052

      Frederick,
        MD 21703

      


      
        	
                Re:

              	
                Pooling
                  and Servicing Agreement dated as of October 1, 2007, 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

              	 


      

       

      In
        connection with the administration of the Mortgage Loans held by you as Trustee
        for the Owner pursuant to the above-captioned Agreement, we request the release,
        and hereby acknowledge receipt, of the Trustee's Mortgage File for the Mortgage
        Loan described below, for the reason indicated.

       

      Mortgage
        Loan Number:

      Mortgagor
        Name, Address & Zip Code:

       

      Reason
        for Requesting Documents (check one):

       

      
        	
                ______________

                 

              	
                1.

                 

              	
                Mortgage
                  Paid in Full

                 

              
	
                ______________

                 

              	
                2.

                 

              	
                Foreclosure

                 

              
	
                ______________

                 

              	
                3.

                 

              	
                Substitution

                 

              
	
                ______________

                 

              	
                4.

                 

              	
                Other
                  Liquidation (Repurchases, etc.)

                 

              
	
                ______________

                 

              	
                5.

                 

              	
                Nonliquidation

                 

              


      

      


       

      Reason:______________________________________________

       

      Address
        to which Trustee should

      Deliver
        the Custodian's Mortgage File:

       

      [____________]

      [____________]

       

      


      
        	 	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	 	
                Name:

              
	 	 	 	 	 	 	 	 	 	
                Title:

              
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	
                Issuer:

              	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	
                Address:

              	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	
                Date:

              	 	 	 	 


      

      


       

      Trustee

       

       

      U.S.
        BANK
        NATIONAL ASSOCIATION

       

       

      Please
        acknowledge the execution of the above request by your signature and date
        below:

       

      
        	
                _____________________________________

              	 
	
                Signature

              	
                Date

              
	 	 
	
                Documents
                  returned to Trustee:

              	 
	 	 
	
                ____________________________________

              	 
	
                Trustee

                 

              	
                Date

                 

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      EXHIBIT
        F-1

       

      FORM
        OF
        TRANSFEROR REPRESENTATION LETTER

       

      [Date]

      


      Citibank,
        N.A.

      388
        Greenwich Street, 14th Floor

      New
        York,
        NY 10013

       

      
        	
                 

              	
                Re:

              	
                Citigroup
                  Mortgage Loan Trust Inc., Asset-Backed Pass-Through Certificates,
                  Series 2007-WFHE4,  Class , representing a % Class
                  Percentage Interest

              


      

       

      Ladies
        and Gentlemen:

       

      In
        connection with the transfer by ________________ (the “Transferor”) to
        ________________ (the “Transferee”) of the captioned mortgage pass-through
        certificates (the “Certificates”), the Transferor hereby certifies as
        follows:

       

      Neither
        the Transferor nor anyone acting on its behalf has (a) offered, pledged,
        sold,
        disposed of or otherwise transferred any Certificate, any interest in any
        Certificate or any other similar security to any person in any manner, (b)
        has
        solicited any offer to buy or to accept a pledge, disposition or other transfer
        of any Certificate, any interest in any Certificate or any other similar
        security from any person in any manner, (c) has otherwise approached or
        negotiated with respect to any Certificate, any interest in any Certificate
        or
        any other similar security with any person in any manner, (d) has made any
        general solicitation by means of general advertising or in any other manner,
        (e)
        has taken any other action, that (in the case of each of subclauses (a) through
        (e) above) would constitute a distribution of the Certificates under the
        Securities Act of 1933, as amended (the “1933 Act”), or would render the
        disposition of any Certificate a violation of Section 5 of the 1933 Act or
        any
        state securities law or would require registration or qualification pursuant
        thereto. The Transferor will not act, nor has it authorized or will it authorize
        any person to act, in any manner set forth in the foregoing sentence with
        respect to any Certificate. The Transferor will not sell or otherwise transfer
        any of the Certificates, except in compliance with the provisions of that
        certain Pooling and Servicing Agreement dated as of October 1, 2007, 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 (the “Pooling and Servicing Agreement”), pursuant to
        which Pooling and Servicing Agreement the Certificates were issued.

       

      Capitalized
        terms used but not defined herein shall have the meanings assigned thereto
        in
        the Pooling and Servicing Agreement.

       

      
        	 	 	 	 	 	 	 	
                Very
                  truly yours,

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                [Transferor]

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Name:

              
	 	 	 	 	 	 	 	 	
                Title:

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      FORM
        OF
        TRANSFEREE REPRESENTATION LETTER

       

      [Date]

       

      Citibank,
        N.A.

      388
        Greenwich Street, 14th Floor

      New
        York,
        NY 10013

       

      
        	
                 

              	
                Re:

              	
                Citigroup
                  Mortgage Loan Trust Inc.,  Asset-Backed Pass-Through
                  Certificates, Class, Series 2007-WFHE4, representing a %
                  Percentage Interest  

              


      

       

      Ladies
        and Gentlemen:

       

      In
        connection with the purchase from ______________________ (the “Transferor”) on
        the date hereof of the captioned trust certificates (the “Certificates”),
        _______________ (the “Transferee”) hereby certifies as follows:

       

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

       

      2.           The
        Transferee has been furnished with all information regarding (a) the
        Certificates and distributions thereon, (b) the nature, performance and
        servicing of the Mortgage Loans, (c) the Pooling and Servicing Agreement
        referred to below, and (d) any credit enhancement mechanism associated with
        the
        Certificates, that it has requested.

       

      All
        capitalized terms used but not otherwise defined herein have the respective
        meanings assigned thereto in the Pooling and Servicing Agreement dated as
        of
        October 1, 2007, 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, pursuant to which the Certificates
        were
        issued.

       

      
        	 	 	 	 	 	 	 	
                [Transferee]

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Name:

              
	 	 	 	 	 	 	 	 	
                Title:

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      ANNEX
        1 TO EXHIBIT F

      QUALIFIED
        INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

       

      [For
        Transferees Other Than Registered Investment Companies]

       

      The
        undersigned hereby certifies as follows to [name of Transferor] (the
“Transferor”) and U.S. Bank National Association, as Trustee, with respect to
        the mortgage pass-through certificates (the “Certificates”) described in the
        Transferee Certificate to which this certification relates and to which this
        certification is an Annex:

       

      
        	 	
                1.

              	
                As
                  indicated below, the undersigned is the President, Chief Financial
                  Officer, Senior Vice President or other executive officer of the
                  entity
                  purchasing the Certificates (the “Transferee”).

              
	 	
                2.

              	
                In
                  connection with purchases by the Transferee, the Transferee is
                  a
                  “qualified institutional buyer” as that term is defined in Rule 144A under
                  the Securities Act of 1933 (“Rule 144A”) because (i) the Transferee owned
                  and/or invested on a discretionary basis $______________________1 in securities (except
                  for the excluded
                  securities referred to below) as of the end of the Transferee's
                  most
                  recent fiscal year (such amount being calculated in accordance
                  with Rule
                  144A) and (ii) the Transferee satisfies the criteria in the category
                  marked below.

              
	 	
                ___

              	
                CORPORATION,
                  ETC. The Transferee is a corporation (other than a bank, savings
                  and loan
                  association or similar institution), Massachusetts or similar business
                  trust, partnership, or any organization described in Section 501(c)(3)
                  of
                  the Internal Revenue Code of 1986.

              
	 	
                ___

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

              
	 	
                ___

              	
                SAVINGS
                  AND LOAN. The Transferee (a) is a savings and loan association,
                  building
                  and loan association, cooperative bank, homestead association or
                  similar
                  institution, which is supervised and examined by a State or Federal
                  authority having supervision over any such institutions or is a
                  foreign
                  savings and loan association or equivalent institution and (b)
                  has an
                  audited net worth of at least

              
	 	
                ___

              	
                BROKER-DEALER.
                  The Transferee is a dealer registered pursuant to Section 15 of
                  the
                  Securities Exchange Act of 1934.

              
	 	
                ___

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

              
	 	
                ___

              	
                STATE
                  OR LOCAL PLAN. The Transferee is a plan established and maintained
                  by a
                  State, its political subdivisions, or any agency or instrumentality
                  of the
                  State or its political subdivisions, for the benefit of its
                  employees.

              
	 	
                ___

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

              
	 	
                ___

              	
                INVESTMENT
                  ADVISOR. The Transferee is an investment advisor registered under
                  the
                  Investment Advisers Act of 1940.

              
	 	
                3.

              	
                The
                  term “SECURITIES” as used herein DOES NOT INCLUDE (i) securities of
                  issuers that are affiliated with the Transferee, (ii) securities
                  that are
                  part of an unsold allotment to or subscription by the Transferee,
                  if the
                  Transferee is a dealer, (iii) securities issued or guaranteed by
                  the U.S.
                  or any instrumentality thereof, (iv) bank deposit notes and certificates
                  of deposit, (v) loan participations, (vi) repurchase agreements,
                  (vii)
                  securities owned but subject to a repurchase agreement and (viii)
                  currency, interest rate and commodity swaps.

              
	 	
                4.

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

              
	 	
                5.

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

              


      

      


      
        	
                ___

                Yes

                 

              	
                ___

                No

                 

              	
                Will
                  the Transferee be purchasing the Certificates only for the Transferee's
                  own account?

                 

              


      

      


      
        	 	
                6.

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

              
	 	
                7.

              	
                The
                  Transferee will notify each of the parties to which this certification
                  is
                  made of any changes in the information and conclusions herein.
                  Until such
                  notice is given, the Transferee's purchase of the Certificates
                  will
                  constitute a reaffirmation of this certification as of the date
                  of such
                  purchase. In addition, if the Transferee is a bank or savings and
                  loan as
                  provided above, the Transferee agrees that it will furnish to such
                  parties
                  updated annual financial statements promptly after they become
                  available.

              
	 	 	 
	 	 	 


      

      


      
        	
                Dated:

              	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                Print
                  Name of Transferee

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Name:

              
	 	 	 	 	 	 	 	 	
                Title:

              


      

      _______________________ 

      
        1           Transferee
          must own and/or invest on a discretionary basis at least $100,000,000 in
          securities unless Transferee is a dealer, and, in that case, Transferee
          must own
          and/or invest on a discretionary basis at least $10,000,000 in
          securities.  $25,000,000 as demonstrated in its latest annual
          financial statements, A COPY OF WHICH IS ATTACHED HERETO.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      ANNEX
        2 TO EXHIBIT F

       

      QUALIFIED
        INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

       

      [For
        Transferees That Are Registered Investment Companies]

       

      The
        undersigned hereby certifies as follows to [name of Transferor] (the
“Transferor”) and U.S. Bank National Association, as Trustee, with respect to
        the mortgage pass- through certificates (the “Certificates”) described in the
        Transferee Certificate to which this certification relates and to which this
        certification is an Annex:

       

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

       

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

       

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

       

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

       

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

       

      4.  The
        term
“SECURITIES” as used herein does not include (i) securities of issuers that are
        affiliated with the Transferee or are part of the Transferee's Family of
        Investment Companies, (ii) securities issued or guaranteed by the U.S. or
        any
        instrumentality thereof, (iii) bank deposit notes and certificates of deposit,
        (iv) loan participations, (v) repurchase agreements, (vi) securities owned
        but
        subject to a repurchase agreement and (vii) currency, interest rate and
        commodity swaps.

       

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

       

      6.  The
        undersigned will notify the parties to which this certification is made of
        any
        changes in the information and conclusions herein. Until such notice, the
        Transferee's purchase of the Certificates will constitute a reaffirmation
        of
        this certification by the undersigned as of the date of such
        purchase.

       

      
        	 	 	 	 	 	 	 	
                Dated:

              	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                Print
                  Name of Transferee or Advisor

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Name:

              
	 	 	 	 	 	 	 	 	
                Title:

              
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                IF
                  AN ADVISER:

              
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                Print
                  Name of Transferee

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      


      FORM
        OF TRANSFEREE REPRESENTATION LETTER

       

      The
        undersigned hereby certifies on behalf of the purchaser named below (the
        “Purchaser”) as follows:

       

      
        	
                1.

                 

              	
                I
                  am an executive officer of the Purchaser.

                 

              
	
                2.

                 

              	
                The
                  Purchaser is a “qualified institutional buyer”, as defined in Rule 144A,
                  (“Rule 144A”) under the Securities Act of 1933, as amended.

                 

              
	
                3.

                 

              	
                As
                  of the date specified below (which is not earlier than the last
                  day of the
                  Purchaser's most recent fiscal year), the amount of “securities”, computed
                  for purposes of Rule 144A, owned and invested on a discretionary
                  basis by
                  the Purchaser was in excess of $100,000,000.

                 

              


      

      


      
        	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                Name
                  of Purchaser

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Name:

              
	 	 	 	 	 	 	 	 	
                Title:

              
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
                Date
                  of this certificate:

                 

              
	 	 	 	 	 	 	
                Date
                  of information provided in paragraph 3

                 

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        F-2

       

      


       

      FORM
        OF
        RESIDUAL CERTIFICATE TRANSFER AFFIDAVIT

       

      
        	
                STATE
                  OF

              	
                )

              	 
	 	
                )

              	
                ss.:

              
	
                COUNTY
                  OF

              	
                )

              	 


      

      


       

      The
        undersigned, being first duly sworn, deposes and says as follows:

       

      1.  The
        undersigned is an officer of, the proposed Transferee of an Ownership Interest
        in a Residual Certificate (the “Certificate”) issued pursuant to the
        Pooling and Servicing Agreement dated as of October 1, 2007 (the
“Agreement”), among Citigroup Mortgage Loan Trust Inc., as depositor (the
“Depositor”), Wells Fargo Bank, N.A. as servicer, (the “Servicer”),
        Citibank, N.A. as trust administrator and U.S. Bank National Association,
        as
        trustee (the “Trustee”).  Capitalized terms used, but not
        defined herein or in Exhibit 1 hereto, shall have the meanings ascribed to
        such terms in the Agreement.  The Transferee has authorized the
        undersigned to make this affidavit on behalf of the Transferee for the benefit
        of the Depositor and the Trustee.

       

      2.  The
        Transferee is, as of the date hereof, and will be, as of the date of the
        Transfer, a Permitted Transferee.  The Transferee is acquiring its
        Ownership Interest in the Certificate for its own account.  The
        Transferee has no knowledge that any such affidavit is false.

       

      3.  The
        Transferee has been advised of, and understands that (i) a tax will be
        imposed on Transfers of the Certificate to Persons that are not Permitted
        Transferees; (ii) such tax will be imposed on the transferor, or, if such
        Transfer is through an agent (which includes a broker, nominee or middleman)
        for
        a Person that is not a Permitted Transferee, on the agent; and (iii) the
        Person otherwise liable for the tax shall be relieved of liability for the
        tax
        if the subsequent Transferee furnished to such Person an affidavit that such
        subsequent Transferee is a Permitted Transferee and, at the time of Transfer,
        such Person does not have actual knowledge that the affidavit is
        false.

       

      4.  The
        Transferee has been advised of, and understands that a tax will be imposed
        on a
“pass-through entity” holding the Certificate if at any time during the taxable
        year of the pass-through entity a Person that is not a Permitted Transferee
        is
        the record holder of an interest in such entity.  The Transferee
        understands that such tax will not be imposed for any period with respect
        to
        which the record holder furnishes to the pass-through entity an affidavit
        that
        such record holder is a Permitted Transferee and the pass-through entity
        does
        not have actual knowledge that such affidavit is false.  (For this
        purpose, a “pass-through entity” includes a regulated investment company, a real
        estate investment trust or common trust fund, a partnership, trust or estate,
        and certain cooperatives and, except as may be provided in Treasury Regulations,
        persons holding interests in pass-through entities as a nominee for another
        Person.)

       

      5.  The
        Transferee has reviewed the provisions of Section 5.02(d) of the Agreement
        and understands the legal consequences of the acquisition of an Ownership
        Interest in the Certificate including, without limitation, the restrictions
        on
        subsequent Transfers and the provisions regarding voiding the Transfer and
        mandatory sales.  The Transferee expressly agrees to be bound by and
        to abide by the provisions of Section 5.02(d) of the Agreement and the
        restrictions noted on the face of the Certificate.  The Transferee
        understands and agrees that any breach of any of the representations included
        herein shall render the Transfer to the Transferee contemplated hereby null
        and
        void.

       

      6.  The
        Transferee agrees to require a Transfer Affidavit from any Person to whom
        the
        Transferee attempts to Transfer its Ownership Interest in the Certificate,
        and
        in connection with any Transfer by a Person for whom the Transferee is acting
        as
        nominee, trustee or agent, and the Transferee will not Transfer its Ownership
        Interest or cause any Ownership Interest to be Transferred to any Person
        that
        the Transferee knows is not a Permitted Transferee.  In connection
        with any such Transfer by the Transferee, the Transferee agrees to deliver
        to
        the Trustee a certificate substantially in the form set forth as Exhibit L
        to the Agreement (a “Transferor Certificate”) to the effect that such
        Transferee has no actual knowledge that the Person to which the Transfer
        is to
        be made is not a Permitted Transferee.

       

      7.  The
        Transferee has historically paid its debts as they have come due, intends
        to pay
        its debts as they come due in the future, and understands that the taxes
        payable
        with respect to the Certificate may exceed the cash flow with respect thereto
        in
        some or all periods and intends to pay such taxes as they become
        due.  The Transferee does not have the intention to impede the
        assessment or collection of any tax legally required to be paid with respect
        to
        the Certificate.

       

      8.  The
        Transferee’s taxpayer identification number is ___________.

       

      9.  The
        Transferee is a U.S. Person as defined in Code
        Section 7701(a)(30).

       

      10.  The
        Transferee is aware that the Certificate may be a “noneconomic residual
        interest” within the meaning of proposed Treasury regulations promulgated
        pursuant to the Code and that the transferor of a noneconomic residual interest
        will remain liable for any taxes due with respect to the income on such residual
        interest, unless no significant purpose of the transfer was to impede the
        assessment or collection of tax.

       

      11.  The
        Transferee will not cause income from the Certificate to be attributable
        to a
        foreign permanent establishment or fixed base, within the meaning of an
        applicable income tax treaty, of the Transferee or any other U.S.
        person.

       

      12.  Check
        one
        of the following:

       

       [  
        ]      The present value of the anticipated tax
        liabilities associated with holding the Certificate, as applicable, does
        not
        exceed the sum of:

       

      
        	
                 

              	
                (i)

              	
                the
                  present value of any consideration given to the Transferee to acquire
                  such
                  Certificate;

              


      

       

      
        	
                 

              	
                (ii)

              	
                the
                  present value of the expected future distributions on such Certificate;
                  and

              


      

       

      
        	
                 

              	
                (iii)

              	
                the
                  present value of the anticipated tax savings associated with holding
                  such
                  Certificate as the related REMIC generates
                  losses.

              


      

       

      For
        purposes of this calculation, (i) the Transferee is assumed to pay tax at
        the
        highest rate currently specified in Section 11(b) of the Code (but the tax
        rate
        in Section 55(b)(1)(B) of the Code may be used in lieu of the highest rate
        specified in Section 11(b) of the Code if the Transferee has been subject
        to the
        alternative minimum tax under Section 55 of the Code in the preceding two
        years
        and will compute its taxable income in the current taxable year using the
        alternative minimum tax rate) and (ii) present values are computed using
        a
        discount rate equal to the short-term Federal rate prescribed by Section
        1274(d)
        of the Code for the month of the transfer and the compounding period used
        by the
        Transferee.

       

      [  
        ]         The transfer of the
        Certificate complies with U.S. Treasury Regulations Sections 1.860E-1(c)(5)
        and
        (6) and, accordingly,

       

      
        	
                 

              	
                (i)

              	
                the
                  Transferee is an “eligible corporation,” as defined in U.S. Treasury
                  Regulations Section 1.860E-1(c)(6)(i), as to which income from
                  the
                  Certificate will only be taxed in the United
                  States;

              


      

       

      
        	
                 

              	
                (ii)

              	
                at
                  the time of the transfer, and at the close of the Transferee’s two fiscal
                  years preceding the year of the transfer, the Transferee had gross
                  assets
                  for financial reporting purposes (excluding any obligation of a
                  person
                  related to the Transferee within the meaning of U.S. Treasury Regulations
                  Section 1.860E-1(c)(6)(ii)) in excess of $100 million and net assets
                  in
                  excess of $10 million;

              


      

       

      
        	
                 

              	
                (iii)

              	
                the
                  Transferee will transfer the Certificate only to another “eligible
                  corporation,” as defined in U.S. Treasury Regulations Section
                  1.860E-1(c)(6)(i), in a transaction that satisfies the requirements
                  of
                  Sections 1.860E-1(c)(4)(i), (ii) and (iii) and Section 1.860E-1(c)(5)
                  of
                  the U.S. Treasury Regulations;
                  and

              


      

       

      
        	
                 

              	
                (iv)

              	
                the
                  Transferee determined the consideration paid to it to acquire the
                  Certificate based on reasonable market assumptions (including,
                  but not
                  limited to, borrowing and investment rates, prepayment and loss
                  assumptions, expense and reinvestment assumptions, tax rates and
                  other
                  factors specific to the Transferee) that it has determined in good
                  faith.

              


      

       

      [   
        ]       None of the above.

       

      13.  The
        Transferee is not an employee benefit plan that is subject to Title I of
        ERISA
        or a plan that is subject to Section 4975 of the Code or a plan subject to
        any Federal, state or local law that is substantially similar to Title I
        of
        ERISA or Section 4975 of the Code, and the Transferee is not acting on behalf
        of
        or investing plan assets of such a plan.

       

      IN
        WITNESS WHEREOF, the Transferee has caused this instrument to be executed
        on its
        behalf, pursuant to authority of its Board of Directors, by its duly authorized
        officer and its corporate seal to be hereunto affixed, duly attested, this
             day of
                  ,
        20  .

       

      


      
        	 	 	 	 	 	 	 	
                [NAME
                  OF TRANSFEREE]

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Name:

              
	 	 	 	 	 	 	 	 	
                Title:

              


      

       

       [Corporate
        Seal]

       

      ATTEST:

      __________________________________________ 

       [Assistant]
        Secretary

       

      Personally
        appeared before me the above-named __________, known or proved to me to be
        the
        same person who executed the foregoing instrument and to be the ___________ of
        the Transferee, and acknowledged that he executed the same as his free act
        and
        deed and the free act and deed of the Transferee.

       

      Subscribed
        and sworn before me this      day of
         ,
        20  .

       

      


      
        	 	 
	 	
                NOTARY
                  PUBLIC

              
	 	 
	 	
                My
                  Commission expires the __ day

                of
                  _________, 20__

                 

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      FORM
        OF
        TRANSFEROR AFFIDAVIT

       

      
        	
                STATE
                  OF NEW YORK

              	
                )

              	 
	 	
                )

              	 
	
                COUNTY
                  OF NEW YORK

              	
                )

              	 


      

      


       

      __________________________,
        being duly sworn, deposes, represents and warrants as follows:

       

      1.  I
        am a
        ____________________ of ____________________________ (the “Owner”), a
        corporation duly organized and existing under the laws of ______________,
        on
        behalf of whom I make this affidavit.

       

      2.  The
        Owner
        is not transferring the Class R Certificates or Class R-X Certificates (the
        “Residual Certificates”) to impede the assessment or collection of any
        tax.

       

      3.  The
        Owner
        has no actual knowledge that the Person that is the proposed transferee (the
        “Purchaser”) of the Residual Certificates: (i) has insufficient assets to pay
        any taxes owed by such proposed transferee as holder of the Residual
        Certificates; (ii) may become insolvent or subject to a bankruptcy proceeding
        for so long as the Residual Certificates remain outstanding and (iii) is
        not a
        Permitted Transferee.

       

      4.  The
        Owner
        understands that the Purchaser has delivered to the Trustee a transfer affidavit
        and agreement in the form attached to the Pooling and Servicing Agreement
        as
        Exhibit F-2.  The Owner does not know or believe that any
        representation contained therein is false.

       

      5.  At
        the
        time of transfer, the Owner has conducted a reasonable investigation of the
        financial condition of the Purchaser as contemplated by Treasury Regulations
        Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Owner
        has
        determined that the Purchaser has historically paid its debts as they became
        due
        and has found no significant evidence to indicate that the Purchaser will
        not
        continue to pay its debts as they become due in the future. The Owner
        understands that the transfer of a Residual Certificate may not be respected
        for
        United States income tax purposes (and the Owner may continue to be liable
        for
        United States income taxes associated therewith) unless the Owner has conducted
        such an investigation.

       

      6.  Capitalized
        terms not otherwise defined herein shall have the meanings ascribed to them
        in
        the Pooling and Servicing Agreement.

       

      IN
        WITNESS WHEREOF, the Owner has caused this instrument to be executed on its
        behalf, pursuant to the authority of its Board of Directors, by its [Vice]
        President, attested by its [Assistant] Secretary, this ____ day of ___________,
        20__.

       

      
        	 	 	 	 	 	 	 	
                [OWNER]

              	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Name:

              
	 	 	 	 	 	 	 	 	
                Title:  [Vice]
                  President

              


      

      


      
        	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	
                ATTEST

              
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	
                By:

              	 
	 	
                Name:

              
	 	
                Title:  [Assistant]
                  Secretary

              


      

      


       

      Personally
        appeared before me the above-named , known or proved to me to be the same
        person
        who executed the foregoing instrument and to be a [Vice] President of the
        Owner,
        and acknowledged to me that [he/she] executed the same as [his/her] free
        act and
        deed and the free act and deed of the Owner.

       

      Subscribed
        and sworn before me this ____ day of __________, 20___.

       

      
        	 	 
	 	
                Notary
                  Public

              
	 	 
	 	 
	 	
                County
                  of _________________________

              
	 	
                State
                  of ___________________________

              
	 	 
	 	
                My
                  Commission expires:

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      EXHIBIT
        G

       

      FORM
        OF
        CERTIFICATION WITH RESPECT TO ERISA AND THE CODE

       

      [Date]

       

      Citibank,
        N.A.

      388
        Greenwich Street, 14th Floor

      New
        York,
        NY 10013

       

      Re:           Citigroup
        Mortgage Loan Trust Inc.

      Asset-Backed
        Pass-Through
        Certificates, Series 2007-WFHE4, Mortgage Class

       

      Dear
        Sirs:

       

      _______________________
        (the “Transferee”) intends to acquire from _____________________ (the
“Transferor”) $____________ Initial Certificate Principal Balance of Citigroup
        Mortgage Loan Trust, Series 2007-WFHE4, Mortgage Pass-Through Certificates,
        Class [CE] [P] [R] (the “Certificates”), issued pursuant to a Pooling and
        Servicing Agreement dated as of October 1, 2007 (the “Agreement”), among
        Citigroup Mortgage Loan Trust Inc., as depositor (the “Depositor”), Wells
        Fargo Bank, N.A. as servicer, (the “Servicer”), Citibank, N.A. as trust
        administrator and U.S. Bank National Association, as trustee (the
“Trustee”). Capitalized terms used herein and not otherwise defined shall
        have the meanings assigned thereto in the Pooling and Servicing Agreement.
        The
        Transferee hereby certifies, represents and warrants to, and covenants with
        the
        Depositor, the Trustee and the Servicer that:

       

      The
        Certificates (i) are not being acquired by, and will not be transferred to,
        any
        employee benefit plan within the meaning of section 3(3) of the Employee
        Retirement Income Security Act of 1974, as amended (“ERISA”), or other
        retirement arrangement, including individual retirement accounts and annuities,
        Keogh plans and bank collective investment funds and insurance company general
        or separate accounts in which such plans, accounts or arrangements are invested,
        that is subject to Section 406 of ERISA or Section 4975 of the Internal Revenue
        Code of 1986 (the “Code”) (any of the foregoing, a “Plan”), (ii) are not being
        acquired with “plan assets” of a Plan within the meaning of the Department of
        Labor (“DOL”) regulation, 29 C.F.R.ss.2510.3-101, and (iii) will not be
        transferred to any entity that is deemed to be investing in plan assets within
        the meaning of the DOL regulation at 29 C.F.R.ss. 2510.3-101 as modified
        by
        Section 3(42) of ERISA.

       

      


      
        	 	 	 	 	 	 	 	
                Very
                  truly yours,

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Name:

              
	 	 	 	 	 	 	 	 	
                Title:

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      EXHIBIT
        H-1

       

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

       

      
        	
                Re:

                 

              	
                Citigroup
                  Mortgage Loan Trust 2007-WFHE4

                Asset
                  Backed Pass-Through Certificates, Series
                  2007-WFHE4

              


      

      


       

      I,
        _________, certify that:

       

      l.           I
        have reviewed this annual report on Form 10-K, and all reports on Form 10-D
        required to be filed in respect of the period covered by this report on Form
        10-K of Citigroup Mortgage Loan Trust 2007-WFHE4, Asset-Backed Pass-Through
        Certificates, Series 2007-WFHE4 (the “Exchange Act periodic
        reports”);

       

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

       

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

       

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

       

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

       

      In
        giving
        the certifications above, I have reasonably relied on information provided
        to me
        by the following unaffiliated parties: Wells Fargo Bank, N.A.

       

      Date:
        [__], 2007

       

      
        	 	 	 	 	 	 	 	
                CITIGROUP
                  MORTGAGE LOAN TRUST INC.

                 

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

                 

              	 
	 	 	 	 	 	 	 	
                Name:

                 

              	 
	 	 	 	 	 	 	 	
                Title:

                 

              	 
	 	 	 	 	 	 	 	
                Date:

                 

              	 


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      EXHIBIT
        H-2

       

      FORM
        CERTIFICATION TO BE

       

      PROVIDED
        TO DEPOSITOR BY THE TRUST ADMINISTRATOR

       

      
        	
                Re:

                 

              	
                Citigroup
                  Mortgage Loan Trust, Series 2007-WFHE4

                Asset
                  Backed Pass-Through Certificates, Series
                  2007-WFHE4

              


      

      


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

       

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

       

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

       

      3.           The
        information provided by the Trust Administrator pursuant to Sections 3.21
        and
        4.07 (solely with respect to information about the Trust Administrator) does
        not
        contain any untrue statement of material fact.

       

      4.           Based
        on the Trust Administrator’s knowledge, the distribution information required to
        be provided by the Trust Administrator under the Pooling and Servicing Agreement
        is included in the Exchange Act periodic reports.

       

      Capitalized
        terms used but not defined herein have the meanings ascribed to them in the
        Pooling and Servicing Agreement, dated October 1, 2007 (the “Pooling and
        Servicing Agreement”), among the Depositor as depositor, Wells Fargo Bank, N.A.
        as srvicer, Citibank, N.A. as trust administrator and U.S. Bank National
        Association as trustee.

       

      
        	 	 	 	 	 	 	 	
                CITIBANK,
                  N.A.,

                as
                  Trust Administrator

                 

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

                 

              	 
	 	 	 	 	 	 	 	 Name:	 
	 	 	 	 	 	 	 	 Title:	 
	 	 	 	 	 	 	 	 Date:	 


      

       

            

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        H-3

      FORM
        CERTIFICATION TO BE

      PROVIDED
        TO DEPOSITOR BY THE SERVICER


       

      
        	
                Re:

                 

              	
                Citigroup
                  Mortgage Loan Trust, Series 2007-WFHE4

                Asset
                  Backed Pass-Through Certificates, Series
                  2007-WFHE4

              


      

       

      I,
        [identify the certifying individual], acting of Wells Fargo Bank, N.A. (“Wells
        Fargo”), certify to Citigroup Mortgage Loan Trust, Inc. (the “Depositor”), the
        Trust Administrator and their respective officers, directors and affiliates,
        and
        with the knowledge and intent that they will rely upon this certification,
        that:

       

      1.           I
        have reviewed the information provided to the Trust Administrator by the
        Servicer pursuant to the Pooling and Servicing Agreement and included in
        the
        annual report on Form 10-K for the fiscal year [___], and all reports on
        Form
        10-D required to be filed in respect of the period covered by such Form 10-K
        of
        the Depositor relating to the above-referenced trust (the “Exchange Act periodic
        reports”) (the “Servicing Information”);

       

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

       

      3.           Based
        on my knowledge, the Servicing Information required to be provided to the
        Trust
        Administrator by the Servicer has been provided as required under the Pooling
        and Servicing Agreement;

       

      4.           I
        am responsible for reviewing the activities performed by the Servicer under
        the
        Pooling and Servicing Agreement and based upon the review required under
        the
        Pooling and Servicing Agreement, and except as disclosed to the Depositor
        and
        the Trust Administrator, the Servicer has fulfilled in all material respects
        its
        obligations under the Pooling and Servicing Agreement; and

       

      5.           I
        have disclosed to the Servicer’s certified public accountants and the Depositor
        all significant deficiencies relating to the Servicer’s compliance with the
        Servicing Criteria as set forth in the Pooling and Servicing
        Agreement.

      Capitalized
        terms used but not defined herein have the meanings ascribed to them in
        the

      Pooling
        and Servicing Agreement, dated October 1, 2007 (the “Pooling and Servicing
        Agreement”), among the Depositor as depositor, Wells Fargo Bank, N.A. as
        servicer, Citibank, N.A. as trust administrator and U.S. Bank National
        Association as trustee.

       

      
        	 	 	 	 	 	 	 	
                WELLS
                  FARGO BANK, N.A.

                 

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

                 

              	 
	 	 	 	 	 	 	 	
                Name:

                 

              	 
	 	 	 	 	 	 	 	
                Title:

                 

              	 
	 	 	 	 	 	 	 	
                Date:

                 

              	 


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      EXHIBIT
        I

      


      FORM
        OF
        INTEREST RATE SWAP AGREEMENT

       

       

    


     

    BEAR
      STEARNS FINANCIAL PRODUCTS INC.

    383
      MADISON AVENUE

    NEW
      YORK,
      NEW YORK 10179

    212-272-4009

    


    
      	
              DATE:

            	 	
              October
                31, 2007

            
	 	 	 
	
              TO:

            	 	
              Citibank,
                N.A., not in its individual capacity but solely as Supplemental Interest
                Trust Trustee on behalf of the Supplemental Interest Trust with respect
                to
                the Citigroup Mortgage Loan Trust 2007-WFHE4, Asset-Backed Pass Through
                Certificates, Series 2007-WFHE4

            
	
              ATTENTION:

            	 	
              Valerie
                Delgado

            
	
              TELEPHONE:

            	 	
              949-250-6464

            
	
              FACSIMILE:

            	 	
              949-250-6450

            
	 	 	 
	
              TO:

            	 	
              Citibank,
                N.A., New York

            
	
              ATTENTION:

            	 	
              Phil
                Sears

            
	
              TELEPHONE:

            	 	
              212-723-1145

            
	
              FACSIMILE:

            	 	
              212-723-8604

            
	 	 	 
	
              FROM:

            	 	
              Derivatives
                Documentation

            
	
              TELEPHONE:

            	 	
              212-272-2711

            
	
              FACSIMILE:

            	 	
              212-272-9857

            
	 	 	 
	
              RE:

            	 	
              Novation
                Confirmation

            
	 	 	 
	
              REFERENCE
                NUMBER(S):

            	 	
              FXNSC10001

            


    

    


    The
      purpose of this letter is to confirm the terms and conditions of the Novation
      Transaction entered into between the parties and effective from the Novation
      Date specified below.  This Novation Confirmation constitutes a
“Confirmation” as referred to in the New Agreement specified below.

    


    
      	
              1.

            	
              The
                definitions and provisions contained in the 2004 ISDA Novation Definitions
                (the “Definitions”) and the terms and provisions of the 2006 ISDA
                Definitions, as published by the International Swaps and
                Derivatives Association, Inc. and amended from time to time, are
                incorporated in this Novation Confirmation.  In the event of any
                inconsistency between (i) the Definitions, (ii) the 2006 ISDA Definitions
                and/or (iii) the Novation Agreement and this Novation Confirmation,
                this
                Novation Confirmation will govern.

            


    

    


    
      	
              2.

            	
              The
                terms of the Novation Transaction to which this Novation Confirmation
                relates are as follows:

            


    

    


    
      	 	
              Novation
                Trade Date:

            	
              October
                31, 2007

            
	 	
              Novation
                Date:

            	
              October
                31, 2007

            
	 	
              Novated
                Amount:

            	
              USD
                267,768,000

            
	 	
              Transferor:

            	
              Citibank,
                N.A.

            
	 	
              Transferee:

            	
              Citibank,
                N.A., not in its individual capacity but solely as Supplemental Interest
                Trust Trustee on behalf of the Supplemental Interest Trust with respect
                to
                the Citigroup Mortgage Loan Trust 2007-WFHE4, Asset-Backed Pass Through
                Certificates, Series 2007-WFHE4

            
	 	
              Remaining
                Party:

            	
              Bear
                Stearns Financial Products Inc.

            
	 	
              New
                Agreement (between Transferee and Remaining Party):

            	
              The
                Master Agreement as defined in the New
                Confirmation

            


    

    


    
      	
              3.

            	
              The
                terms of the Old Transaction to which this Novation Confirmation
                relates,
                for identification purposes, are as
                follows:

            


    

    


    
      	 	
              Trade
                Date of Old Transaction:

            	
              October
                12, 2007

            
	 	
              Effective
                Date of Old Transaction:

            	
              October
                31, 2007

            
	 	
              Termination
                Date of Old Transaction:

            	
              April
                25, 2013

            


    

    


    
      	
              4.

            	
              The
                terms of the New Transaction to which this Novation Confirmation
                relates
                shall be as specified in the New Confirmation attached hereto as
                Exhibit
                A, including the Credit Support Annex attached hereto as Annex
                A.

            


    

    


    
      	 	
              Full
                First Calculation Period:

            	
              Applicable,
                commencing on October 31, 2007.

            


    

    


    5.      Offices:

    


    
      	 	
              Transferor:

            	
              New
                York

            
	 	
              Transferee:

            	
              Not
                Applicable

            
	 	
              Remaining
                Party:

            	
              Not
                Applicable

            


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Reference Number: FXNSC10001 – Novation
      Confirmation

    Citibank,
      N.A., not in its individual capacity but solely as Supplemental Interest Trust
      Trustee on behalf of the Supplemental Interest Trust with respect to the
      Citigroup Mortgage Loan Trust 2007-WFHE4, Asset-Backed Pass Through
      Certificates, Series
      2007-WFHE4             


    October
      31,
      2007      
      

    The
      parties confirm their acceptance to be bound by this Novation Confirmation
      as of
      the Novation Date by executing a copy of this Novation Confirmation and
      returning a facsimile of the fully-executed Novation Confirmation to
212-272-9857.  The Transferor, by its execution of a
      copy of this Novation Confirmation, agrees to the terms of the Novation
      Confirmation as it relates to the Old Transaction.  The Transferee, by
      its execution of a copy of this Novation Confirmation, agrees to the terms
      of
      the Novation Confirmation as it relates to the New Transaction. For inquiries
      regarding U.S. Transactions, please contact Derivatives
      Documentation by telephone at
212-272-2711.  For all other inquiries please contact
Derivatives Documentation by telephone at
353-1-402-6223.

     

    
      	BEAR
              STEARNS FINANCIAL PRODUCTS INC. 	 	CITIBANK,
              N.A., NEW YORK 	 
	 	 	 	 	 	 
	 	 	 	By:	 	 
	By:	 	 	 	
              As
                authorized agent or officer for Citibank,
                N.A., New York

            	 
	 	
              Name:

            	 	 	
              Name: 

            	 
	 	
              Title: 

            	 	 	
              Title:

            	 
	 	Date:	 	 	Date:	 
	 	 	 	 	 	 
	CITIBANK,
              N.A., NOT IN ITS INDIVIDUAL CAPACITY BUT SOLELY AS SUPPLEMENTAL INTEREST
              TRUST TRUSTEE ON BEHALF OF THE SUPPLEMENTAL INTEREST TRUST WITH RESPECT
              TO
              THE CITIGROUP MORTGAGE LOAN TRUST 2007-WFHE4, ASSET-BACKED PASS THROUGH
              CERTIFICATES, SERIES 2007-WFHE4	 	 	 	 


    

     

    
      	By:	 	 	 	 	 
	 	
              Name:

            	 	 	 	 
	 	
              Title: 

            	 	 	 	 


    

     

    lm

     

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    


     

    
      BEAR
        STEARNS FINANCIAL PRODUCTS INC.

        383
        MADISON AVENUE

      NEW
        YORK, NEW YORK 10179

      212-272-4009

      Exhibit
        A

      


      
        	
                DATE:

              	 	
                October
                  31, 2007

              
	 	 	 
	
                TO:

              	 	
                Citibank,
                  N.A., not in its individual capacity but solely as Supplemental
                  Interest
                  Trust Trustee on behalf of the Supplemental Interest Trust with
                  respect to
                  the Citigroup Mortgage Loan Trust 2007-WFHE4, Asset-Backed Pass
                  Through
                  Certificates, Series 2007-WFHE4

              
	
                ATTENTION:

              	 	
                Valerie
                  Delgado

              
	
                TELEPHONE:

              	 	
                949-250-6464

              
	
                FACSIMILE:

              	 	
                949-250-6450

              
	 	 	 
	
                FROM:

              	 	
                Derivatives
                  Documentation

              
	
                TELEPHONE:

              	 	
                212-272-2711

              
	
                FACSIMILE:

              	 	
                212-272-9857

              
	 	 	 
	
                SUBJECT:

              	 	
                Fixed
                  Income Derivatives Confirmation and Agreement

              
	 	 	 
	
                REFERENCE
                  NUMBER:

              	 	
                FXNSC10001

              


      

      


      The
        purpose of this long-form confirmation (“Long-form
        Confirmation”) is to confirm the terms and conditions
        of the current Transaction entered into on the Trade Date specified below
        (the
“Transaction”) between Bear Stearns Financial Products Inc.
        (“Party A”) and Citibank, N.A., not in
        its individual capacity but solely as Supplemental Interest Trust Trustee
        on
        behalf of the Supplemental Interest Trust with respect to the Citigroup Mortgage
        Loan Trust 2007-WFHE4, Asset-Backed Pass Through Certificates, Series 2007-WFHE4
        (“Party B”) pursuant to the Pooling and Servicing Agreement
        dated October 1, 2007 among Citigroup Mortgage Loan Trust Inc. as Depositor,
        Wells Fargo Bank, N.A. as Servicer, Citibank. N.A. as the Trust Administrator,
        and U.S. Bank National Association as the Trustee (the “Pooling and
        Servicing Agreement”).  This Long-form Confirmation evidences
        a complete and binding agreement between you and us to enter into the
        Transaction on the terms set forth below and replaces any previous agreement
        between us with respect to the subject matter hereof.  Item 2 of this
        Long-form Confirmation constitutes a “Confirmation” as referred
        to in the ISDA Master Agreement (defined below); Item 3 of this Long-form
        Confirmation constitutes a “Schedule” as referred to in the
        ISDA Master Agreement; and Annex A hereto constitutes Paragraph 13 of a Credit
        Support Annex to the Schedule.

      


      
        	
                Item
                  1.

              	
                The
                  Confirmation set forth at Item 2 hereof shall supplement, form
                  a part of,
                  and be subject to an agreement in the form of the ISDA Master Agreement
                  (Multicurrency - Cross Border) as published and copyrighted in
                  1992 by the
                  International Swaps and Derivatives Association, Inc. (the “ISDA
                  Master Agreement”), as if Party A and Party B had executed an
                  agreement in such form on the date hereof, with a Schedule as set
                  forth in
                  Item 3 of this Long-form Confirmation, and an ISDA Credit Support
                  Annex
                  (Bilateral Form - ISDA Agreements Subject to New York Law Only
                  version) as
                  published and copyrighted in 1994 by the International Swaps and
                  Derivatives Association, Inc., with Paragraph 13 thereof as set
                  forth in
                  Annex A hereto (the “Credit Support
                  Annex”).  For the avoidance of doubt, the Transaction
                  described herein shall be the sole Transaction governed by such
                  ISDA
                  Master Agreement.

              


      

      


      
        	
                Item
                  2.

              	
                The
                  terms of the particular Transaction to which this Confirmation
                  relates are
                  as follows:

              


      

       

    

    
      
        	
                Notional
                  Amount:

              	
                With
                  respect to any Calculation Period, the amount set forth for such
                  period on
                  Schedule I attached hereto.

              
	 	 
	
                Trade
                  Date:

              	
                October
                  31, 2007

              
	 	 
	
                Effective
                  Date:

              	
                October
                  31, 2007

              
	 	 
	
                Termination
                  Date:

              	
                April
                  25, 2013, subject to adjustment in accordance with the Business
                  Day
                  Convention; provided, however, that for the purpose of determining
                  the
                  final Fixed Rate Payer Period End Date, Termination Date shall
                  be subject
                  to No Adjustment.

              
	 	 
	
                Fixed
                  Amount:

              	 
	 	 
	
                Fixed
                  Rate Payer:

              	
                Party
                  B

              
	 	 
	
                Fixed
                  Rate Payer Period End Dates:

              	
                The
                  25th
                  calendar day of each month during
                  the Term of this Transaction, commencing November
                  25, 2007 and ending on the Termination Date, with No
                  Adjustment.

              
	 	 
	
                Fixed
                  Rate Payer Payment Date:

              	
                The
                  25th
                  calendar day of each month during the Term of this Transaction,
                  commencing
                  November 25, 2007, and ending on the Termination Date, subject
                  to
                  adjustment in accordance with the Business Day
                  Convention.

              
	 	 
	
                Fixed
                  Rate:

              	
                4.85500%

              
	 	 
	
                Fixed
                  Amount:

              	
                To
                  be determined in accordance with the following formula:

              
	 	 
	 	
                Scale
                  Factor*Fixed Rate*Notional Amount*Fixed Rate Day Count
                  Fraction

              
	 	 
	
                Fixed
                  Rate Day Count Fraction:

              	
                30/360

              
	 	 
	
                Floating
                  Amounts:

              	 
	 	 
	
                Floating
                  Rate Payer:

              	
                Party
                  A

              
	 	 
	
                Floating
                  Rate Payer Period End Dates:

              	
                The
                  25th
                  calendar day of each month during
                  the Term of this Transaction, commencing November
                  25, 2007 and ending on the Termination Date, subject to adjustment
                  in
                  accordance with the Business Day Convention.

              
	 	 
	
                Floating
                  Rate Payer Payment Dates:

              	
                Early
                  Payment shall be applicable. Two Business Days prior to each Floating
                  Rate
                  Payer Period End Date.

              
	 	 
	
                Floating
                  Rate for initial Calculation Period:

              	
                To
                  be determined.

              
	 	 
	
                Floating
                  Rate Option:

              	
                USD-LIBOR-BBA

              
	 	 
	 	
                Scale
                  Factor*Floating Rate Option*Notional Amount*Floating Rate Day Count
                  Fraction

              
	 	 
	
                Designated
                  Maturity:

              	
                One
                  month

              
	 	 
	
                Spread:

              	
                None

              
	 	 
	
                Floating
                  Rate Day Count Fraction:

              	
                Actual/360

              
	 	 
	
                Scale
                  Factor:

              	
                250

              
	 	 
	
                Reset
                  Dates:

              	
                The
                  first day of each Calculation Period.

              
	 	 
	
                Compounding:

              	
                Inapplicable

              
	 	 
	
                Business
                  Days:

              	
                New
                  York

              
	 	 
	
                Business
                  Day Convention:

              	
                Following

              
	 	 
	
                Calculation
                  Agent:

              	
                Party
                  A

              
	 	 
	
                Other
                  Provisions:

              	 
	 	 
	
                Netting:

              	
                With
                  respect to each Calculation Period, if a Net Payment Amount for
                  such
                  Calculation Period is owed by Party A, then such Net Payment Amount
                  shall
                  be paid by Party A to Party B on the related Floating Rate Payer
                  Payment
                  Date, and if a Net Payment Amount for such Calculation Period is
                  owed by
                  Party B, then such Net Payment Amount shall be paid by Party B
                  to Party A
                  on the related Fixed Rate Payer Payment Date.

              
	 	 
	 	
                Net
                  Payment Amount shall mean, for a Calculation Period and a party,
                  the
                  excess, if any, of the aggregate amount payable by such party in
                  respect
                  of such Calculation Period over the aggregate amount payable by
                  the other
                  party in respect of such Calculation
                  Period.

              


      

    

    


    
      	
              Item
                3.

            	
              Provisions
                Deemed Incorporated in a Schedule to the ISDA Master
                Agreement:

            


    

    


    
      	
              Part
                1.

            	
              Termination
                Provisions.

            


    

    


    For
      the
      purposes of this Agreement:-

    


    (a)           “Specified
      Entity” will not apply to Party A or Party B for any
      purpose.

    


    
      	
              (b)

            	
              “Specified
                Transaction” will have the meaning specified in Section
                14.

            


    

    


    
      	
              (c)

            	
              Events
                of Default.

            


    

    


    The
      statement below that an Event of Default will apply to a specific party means
      that upon the occurrence of such an Event of Default with respect to such party,
      the other party shall have the rights of a Non-defaulting Party under Section
      6
      of this Agreement; conversely, the statement below that such event will not
      apply to a specific party means that the other party shall not have such
      rights.

    


    
      	
              (i)  

            	
              The
                “Failure to Pay or Deliver” provisions of Section 5(a)(i)
                will apply to Party A and will apply to Party B; provided, however,
                that
                notwithstanding anything to the contrary in Section 5(a)(i) or in
                Paragraph 7 any failure by Party A to comply with or perform any
                obligation to be complied with or performed by Party A under the
                Credit
                Support Annex shall not constitute an Event of Default under Section
                5(a)(i) unless a Moody’s Second Trigger Downgrade Event has occurred and
                is continuing and at least 30 Local Business Days have elapsed since
                such
                Moody’s Second Trigger Downgrade Event first
                occurred.

            


    

    


    
      	
              (ii)  

            	
              The
                “Breach of Agreement” provisions of Section 5(a)(ii) will
                apply to Party A and will not apply to Party
                B.

            


    

    


    
      	
              (iii)  

            	
              The
                “Credit Support Default” provisions of Section 5(a)(iii)
                will apply to Party A and will not apply to Party B except that Section
                5(a)(iii)(1) will apply to Party B solely in respect of Party B’s
                obligations under Paragraph 3(b); provided, however, that notwithstanding
                anything to the contrary in Section 5(a)(iii)(1), any failure by
                Party A
                to comply with or perform any obligation to be complied with or performed
                by Party A under the Credit Support Annex shall not constitute an
                Event of
                Default under Section 5(a)(iii) unless a Moody’s Second Trigger Downgrade
                Event has occurred and is continuing and at least 30 Local Business
                Days
                have elapsed since such Moody’s Second Trigger Downgrade Event first
                occurred.

            


    

    


    
      	
              (iv)  

            	
              The
                “Misrepresentation” provisions of Section 5(a)(iv) will
                apply to Party A and will not apply to Party
                B.

            


    

    


    
      	
              (v)  

            	
              The
                “Default under Specified Transaction” provisions of
                Section 5(a)(v) will apply to Party A and will not apply to Party
                B.

            


    

    


    
      	
              (vi)  

            	
              The
                “Cross Default” provisions of Section 5(a)(vi) will apply
                to Party A and will not apply to Party B.  For purposes of
                Section 5(a)(vi), solely with respect to Party
                A:

            


    

    


    “Specified
      Indebtedness” will have the meaning specified in Section 14.

    


    “Threshold
      Amount” means USD 100,000,000. 

    


    
      	
              (vii)  

            	
              The
                “Bankruptcy” provisions of Section 5(a)(vii) will apply
                to Party A and will apply to Party B; provided, however, that, for
                purposes of applying Section 5(a)(vii) to Party B: (A) Section
                5(a)(vii)(2) shall not apply, (B) Section 5(a)(vii)(3) shall not
                apply to
                any assignment, arrangement or composition that is effected by or
                pursuant
                to the Pooling and Servicing Agreement, (C) Section 5(a)(vii)(4)
                shall not
                apply to a proceeding instituted, or a petition presented, by Party
                A or
                any of its Affiliates (for purposes of Section 5(a)(vii)(4), Affiliate
                shall have the meaning set forth in Section 14, notwithstanding anything
                to the contrary in this Agreement), (D) Section 5(a)(vii)(6) shall
                not
                apply to any appointment that is effected by or pursuant to the Pooling
                and Servicing Agreement, or any appointment to which Party B has
                not yet
                become subject; (E) Section 5(a)(vii) (7) shall not apply; (F) Section
                5(a)(vii)(8) shall apply only to the extent of any event which has
                an
                effect analogous to any of the events specified in clauses (1), (3),
                (4),
                (5) or (6) of Section 5(a)(vii), in each case as modified in this
                Part
                1(c)(vii), and (G) Section 5(a)(vii)(9) shall not
                apply.

            


    

    


    
      	
              (viii)  

            	
              The
                “Merger Without Assumption” provisions of Section
                5(a)(viii) will apply to Party A and will apply to Party
                B.

            


    

    


    (d)           Termination
      Events.

    


    The
      statement below that a Termination Event will apply to a specific party means
      that upon the occurrence of such a Termination Event, if such specific party
      is
      the Affected Party with respect to a Tax Event, the Burdened Party with respect
      to a Tax Event Upon Merger (except as noted below) or the non-Affected Party
      with respect to a Credit Event Upon Merger, as the case may be, such specific
      party shall have the right to designate an Early Termination Date in accordance
      with Section 6 of this Agreement; conversely, the statement below that such
      an
      event will not apply to a specific party means that such party shall not have
      such right; provided, however, with respect to “Illegality” the statement that
      such event will apply to a specific party means that upon the occurrence of
      such
      a Termination Event with respect to such party, either party shall have the
      right to designate an Early Termination Date in accordance with Section 6 of
      this Agreement.

    


    (i)           
      The “Illegality” provisions of Section 5(b)(i) will apply to
      Party A and will apply to Party B.

    


    
      	
               

            	
              (ii)

            	
              The
                “Tax Event” provisions of Section 5(b)(ii) will apply to
                Party A and will apply to Party B.

            


    

    


    
      	
               

            	
              (iii)

            	
              The
                “Tax Event Upon Merger” provisions of Section 5(b)(iii)
                will apply to Party A and will apply to Party B, provided that Party
                A
                shall not be entitled to designate an Early Termination Date by reason
                of
                a Tax Event upon Merger in respect of which it is the Affected
                Party.

            


    

    


    
      	
               

            	
              (iv)

            	
              The
                “Credit Event Upon Merger” provisions of Section 5(b)(iv)
                will not apply to Party A and will not apply to Party
                B.

            


    

    


    
      	
              (e)

            	
              The
                “Automatic Early Termination” provision of Section 6(a)
                will not apply to Party A and will not apply to Party
                B.

            


    

    


    (f)           
      Payments on Early Termination.  For the purpose of
      Section 6(e) of this Agreement:

    


    
      	
                  
                (i)  

            	
              Market
                Quotation and the Second Method will apply, provided, however, that,
                notwithstanding anything to the contrary in this Agreement, if an
                Early
                Termination Date has been designated as a result of a Derivative
                Provider
                Trigger Event, the following provisions will
                apply:

            


    

    


    
      	
               

            	
              (A)

            	
              Section
                6(e) is hereby amended by inserting on the first line thereof the
                words
                “or is effectively designated” after “If an Early Termination Date
                occurs”;

            


    

    


    
      	
               

            	
              (B)

            	
              The
                definition of Market Quotation in Section 14 shall be deleted in
                its
                entirety and replaced with the
                following:

            


    

    


    “Market
      Quotation” means, with respect to one or more Terminated
      Transactions, and a party making the determination, an amount determined on
      the
      basis of one or more Firm Offers from Reference Market-makers that are Eligible
      Replacements.  Each Firm Offer will be (1) for an amount that would be
      paid to Party B (expressed as a negative number) or by Party B (expressed as
      a
      positive number) in consideration of an agreement between Party B and such
      Reference Market-maker to enter into a Replacement Transaction, and (2) made
      on
      the basis that Unpaid Amounts in respect of the Terminated Transaction or group
      of Transactions are to be excluded but, without limitation, any payment or
      delivery that would, but for the relevant Early Termination Date, have been
      required (assuming satisfaction of each applicable condition precedent) after
      that Early Termination Date are to be included.  The party making the
      determination (or its agent) will request each Reference Market-maker that
      is an
      Eligible Replacement to provide its Firm Offer to the extent reasonably
      practicable as of the same day and time (without regard to different time zones)
      on or as soon as reasonably practicable after the designation or occurrence
      of
      the relevant Early Termination Date. The day and time as of which those Firm
      Offers are to be provided (the “bid time”) will be selected in good faith by the
      party obliged to make a determination under Section 6(e), and, if each party
      is
      so obliged, after consultation with the other.  If at least one Firm
      Offer from an Approved Replacement (which, if accepted, would determine the
      Market Quotation) is provided at the bid time, the Market Quotation will be
      the
      Firm Offer (among such Firm Offers as specified in clause (C) below) actually
      accepted by Party B no later than the Business Day immediately preceding the
      Early Termination Date.  If no Firm Offer from an Approved Replacement
      (which, if accepted, would determine the Market Quotation) is provided at the
      bid time, it will be deemed that the Market Quotation in respect of such
      Terminated Transaction or group of Transactions cannot be
      determined.

    


    
      	
               

            	
              (C)

            	
              If
                more than one Firm Offer from an Approved Replacement (which, if
                accepted,
                would determine the Market Quotation) is provided at the bid time,
                Party B
                shall accept the Firm Offer (among such Firm Offers) which would
                require
                either (x) the lowest payment by Party B to the Reference Market-maker,
                to
                the extent Party B would be required to make a payment to the Reference
                Market-maker or (y) the highest payment from the Reference Market-maker
                to
                Party B, to the extent the Reference Market-maker would be required
                to
                make a payment to Party B.  If only one Firm Offer from an
                Approved Replacement (which, if accepted, would determine the Market
                Quotation) is provided at the bid time, Party B shall accept such
                Firm
                Offer.

            


    

    


    
      	
               

            	
              (D)

            	
              If
                Party B requests Party A in writing to obtain Market Quotations,
                Party A
                shall use its reasonable efforts to do
                so.

            


    

    


    
      	
               

            	
              (E)

            	
              If
                the Settlement Amount is a negative number, Section 6(e)(i)(3) shall
                be
                deleted in its entirety and replaced with the
                following:

            


    

    


    “(3)
      Second Method and Market Quotation. If the Second Method and Market
      Quotation apply, (I) Party B shall pay to Party A an amount equal to the
      absolute value of the Settlement Amount in respect of the Terminated
      Transactions, (II) Party B shall pay to Party A the Termination Currency
      Equivalent of the Unpaid Amounts owing to Party A and (III) Party A shall pay
      to
      Party B the Termination Currency Equivalent of the Unpaid Amounts owing to
      Party
      B; provided, however, that (x) the amounts payable under the immediately
      preceding clauses (II) and (III) shall be subject to netting in accordance
      with
      Section 2(c) of this Agreement and (y) notwithstanding any other provision
      of
      this Agreement, any amount payable by Party A under the immediately preceding
      clause (III) shall not be netted against any amount payable by Party B under
      the
      immediately preceding clause (I).”

    


    
      	
               

            	
              (F)

            	
              In
                determining whether or not a Firm Offer satisfies clause (B)(y) of
                the
                definition of Replacement Transaction and whether or not a proposed
                transfer satisfies clause (e)(B)(y) of the definition of Permitted
                Transfer, Party B shall act in a commercially reasonable
                manner.

            


    

    


    (g)           “Termination
      Currency” means USD.

    


    (h)           Additional
      Termination Events.  Additional Termination Events will apply
      as provided in Part 5(c).

    


    Part
      2.                      Tax
      Matters.

    


    (a)           Tax
      Representations.

    


    
      	
               

            	
              (i)

            	
              Payer
                Representations.  For the purpose of Section 3(e) of
                this Agreement:

            


    

     

    (A)           Party
      A makes the following representation(s):

    


    It
      is not
      required by any applicable law, as modified by the practice of any relevant
      governmental revenue authority, of any Relevant Jurisdiction to make any
      deduction or withholding for or on account of any Tax from any payment (other
      than interest under Section 2(e), 6(d)(ii) or 6(e) of this Agreement) to be
      made
      by it to the other party under this Agreement.

    


    In
      making
      this representation, it may rely on:

    


    
      	
               

            	
              (i)

            	
              the
                accuracy of any representations made by the other party pursuant
                to
                Section 3(f) of this Agreement;

            


    

    


    
      	
               

            	
              (ii)

            	
              the
                satisfaction of the agreement contained in Section 4(a)(i) or 4(a)(iii)
                of
                this Agreement and the accuracy and effectiveness of any document
                provided
                by the other party pursuant to Section 4(a)(i) or 4(a)(iii) of this
                Agreement; and

            


    

    


    
      	
               

            	
              (iii)

            	
              the
                satisfaction of the agreement of the other party contained in Section
                4(d)
                of this Agreement, provided that it shall not be a breach of this
                representation where reliance is placed on clause (ii) and the other
                party
                does not deliver a form or document under Section 4(a)(iii) by reason
                of
                material prejudice to its legal or commercial
                position.

            


    

    


    (B)           Party
      B makes the following representation(s):

    


    None.

    


    (ii)           Payee
      Representations.  For the purpose of Section 3(f) of this
      Agreement:

     

    (A)          Party
      A makes the following representation(s):

    


    Party
      A
      is a corporation organized under the laws of the State of Delaware and its
      U.S.
      taxpayer identification number is 13-3866307.

    


    (B)           Party
      B makes the following representation(s):

    


    None.

    


    
      	
              (b)

            	
              Tax
                Provisions.

            


    

    


    
      	
               

            	
              (i)

            	
              Gross
                Up.  Section 2(d)(i)(4) shall not apply to Party B as
                X, such that Party B shall not be required to pay any additional
                amounts
                referred to therein.

            


    

    


    
      	
               

            	
              (ii)

            	
              Indemnifiable
                Tax. Notwithstanding the definition of “Indemnifiable Tax” in
                Section 14 of this Agreement, all Taxes in relation to payments by
                Party A
                shall be Indemnifiable Taxes (including any Tax imposed in relation
                to a
                Credit Support Document or in relation to any payment thereunder)
                unless
                such Taxes (i) are assessed directly against Party B and not by deduction
                or withholding by Party A or (ii) arise as a result of a Change in
                Tax Law
                (in which case such Tax shall be an Indemnifiable Tax only if such
                Tax
                satisfies the definition of Indemnifiable Tax provided in Section
                14).  In relation to payments by Party B, no Tax shall be an
                Indemnifiable Tax.

            


    

    


    Part
      3.                      Agreement
      to Deliver Documents. 

    


     (a)           For
      the purpose of Section 4(a)(i), tax forms, documents, or certificates to be
      delivered are:

    


    
      	
              Party
                required to deliver document

               

            	
              Form/Document/Certificate

               

            	
              Date
                by which to be delivered

               

            
	
              Party
                A

               

            	
              An
                original properly completed and executed United States Internal Revenue
                Service Form W-9 (or any successor thereto) with respect to any payments
                received or to be received by Party A that eliminates U.S. federal
                withholding and backup withholding Tax on payments to Party A under
                this
                Agreement.

               

            	
              (i)
                upon execution of this Agreement, (ii) on or before the first payment
                date
                under this Agreement, including any Credit Support Document, (iii)
                promptly upon the reasonable demand by Party B, (iv) prior to the
                expiration or obsolescence of any previously delivered form, and
                (v)
                promptly upon the information on any such previously delivered form
                becoming inaccurate or incorrect.

               

            
	
              Party
                B

               

            	
              (i)
                Upon execution of this Agreement, an original properly completed
                and
                executed United States Internal Revenue Service Form W-9 (or any
                successor
                thereto) with respect to any payments received or to be received
                by the
                initial beneficial owner of payments to Party B that eliminates U.S.
                federal withholding and backup withholding Tax on payments to Party
                B
                under this Agreement, and (ii) thereafter,  the appropriate tax
                certification form (i.e., IRS Form W-9 or IRS Form W-8BEN, W-8IMY,
                W-8EXP
                or W-8ECI, as applicable (or any successor form thereto)) with respect
                to
                any payments received or to be received by the beneficial owner of
                payments to Party B under this Agreement from time to time, which
                forms
                are received by Party B in accordance with the Pooling and Servicing
                Agreement.

            	
              (i)
                upon execution of this Agreement, (ii) on or before the first payment
                date
                under this Agreement, including any Credit Support Document, (iii)
                in the
                case of a tax certification form other than a Form W-9, before December
                31
                of each third succeeding calendar year, (iv) promptly upon the reasonable
                demand by Party B, (v) prior to the expiration or obsolescence of
                any
                previously delivered form, and (vi) promptly upon the information
                on any
                such previously delivered form becoming inaccurate or
                incorrect.

               

            


    

    


    


     (b)           For
      the purpose of Section 4(a)(ii), other documents to be delivered
      are:

     

    
      	
              Party
                required to deliver document

               

            	
              Form/Document/Certificate

               

            	
              Date
                by which to be delivered

               

            	
              Covered
                by Section 3(d) Representation

               

            
	
              Party
                A and

              Party
                B

               

            	
              Any
                documents required by the receiving party to evidence the authority
                of the
                delivering party or its Credit Support Provider, if any, for it to
                execute
                and deliver the Agreement, each Confirmation, and any Credit Support
                Documents to which it is a party, and to evidence the authority of
                the
                delivering party or its Credit Support Provider to perform its obligations
                under the Agreement, each Confirmation and any Credit Support Document,
                as
                the case may be

               

            	
              Upon
                the execution and delivery of this Agreement

               

            	
              Yes

               

            
	
              Party
                A and

              Party
                B

               

            	
              A
                certificate of an authorized officer of the party, as to the incumbency
                and authority of the respective officers of the party signing the
                Agreement, each  Confirmation, and any relevant Credit Support
                Document, as the case may be

               

            	
              Upon
                the execution and delivery of this Agreement

               

            	
              Yes

               

            
	
              Party
                A

               

            	
              Annual
                Report of Party A containing consolidated financial statements certified
                by independent certified public accountants and prepared in accordance
                with generally accepted accounting principles in the country in which
                Party A is organized

               

            	
              Upon
                request by Party B

               

            	
              Yes

               

            
	
              Party
                A

               

            	
              Quarterly
                Financial Statements of Party A containing unaudited, consolidated
                financial statements of Party A’s fiscal quarter prepared in accordance
                with generally accepted accounting principles in the country in which
                Party A is organized

               

            	
              Upon
                request by Party B

               

            	
              Yes

               

            
	
              Party
                A and

              Party
                B

               

            	
              An
                opinion of counsel of such party  regarding the enforceability
                of this Agreement in a form reasonably satisfactory to the other
                party.

               

            	
              Upon
                the execution and delivery of this Agreement

               

            	
              No

               

            
	
              Party
                B

               

            	
              An
                executed copy of the Pooling and Servicing Agreement

               

            	
              Promptly
                upon filing of such agreement with the U.S. Securities and Exchange
                Commission

            	
              No

               

            


    

    


    Part
      4.        Miscellaneous.

    


    
      	
              (a)

            	
              Address
                for Notices:  For the purposes of Section 12(a) of
                this Agreement:

            


    

    


    Address
      for notices or communications
      to Party A:

    


    Address:                      383
      Madison Avenue, New York, New York 10179

    Attention:                    DPC
      Manager

    Facsimile:                     (212)
      272-5823

    


    with
      a
      copy to:

    


    Address:                      One
      Metrotech Center North, Brooklyn, New York 11201

    Attention:                    Derivative
      Operations   7th Floor

    Facsimile:                     (212)
      272-1634

    


    (For
      all
      purposes)

    


    Address
      for notices or communications
      to Party B:

     

    
      Address:                      Citibank,
        N.A.

                                           
        388 Greenwich St., 14th Floor
                     
New
          York,
          NY  10013

      

      Attention:                    Valerie
        Delgado

      Facsimile:                     949-250-6450

      Phone:                         
        949-250-6464

    

     

    (For
      all
      purposes)

    


    (b)           Process
      Agent.  For the purpose of Section 13(c):

    


    Party
      A
      appoints as its Process Agent:  Not applicable.

    


    Party
      B
      appoints as its Process Agent:  Not applicable.

    


    
      	
              (c)

            	
              Offices.  The
                provisions of Section 10(a) will apply to this Agreement; neither
                Party A
                nor Party B has any Offices other than as set forth in the Notices
                Section.

            


    

    


    
      	
              (d)

            	
              Multibranch
                Party.  For the purpose of Section 10(c) of this
                Agreement:

            


    

    


    Party
      A is not a Multibranch
      Party.

    


    
      	
               

            	
              Party
                B is not a Multibranch Party.

            


    

    


    
      	
              (e)

            	
              Calculation
                Agent.  The Calculation Agent is Party
                A.

            


    

    


    (f)           
      Credit Support Document.

    


    
      	
               

            	
              Party
                A:

            	
              The
                Credit Support Annex, and any guarantee in support of Party A’s
                obligations under this Agreement.

            


    

    


    
      	
               

            	
              Party
                B:

            	
              The
                Credit Support Annex.

            


    

    


    
      	
              (g)

            	
              Credit
                Support Provider.

            


    

    


    
      	
               

            	
              Party
                A:

            	
              The
                guarantor under any guarantee in support of Party A’s obligations under
                this Agreement.

            


    

    


    
      	
               

            	
              Party
                B:

            	
              None.

            


    

    


    
      	
              (h)

            	
              Governing
                Law.  The parties to this Agreement hereby agree that
                the law of the State of New York shall govern their rights and duties
                in
                whole (including any claim or controversy arising out of or relating
                to
                this Agreement), without regard to the conflict of law provisions
                thereof
                other than New York General Obligations Law Sections 5-1401 and
                5-1402.

            


    

    


    
      	
              (i)

            	
              Netting
                of Payments.  Subparagraph (ii) of Section 2(c) will
                apply to each Transaction
                hereunder.

            


    

    


    
      	
              (j)

            	
              Affiliate.Party
                A and Party B shall be deemed to have no Affiliates for purposes
                of this
                Agreement.

            


    

    


    
      	
              Part
                5.

            	
              Other
                Provisions.

            


    

    


    
      	
              (a)

            	
              Definitions.
                Unless otherwise specified in a Confirmation, this Agreement
                and
                each Transaction under this Agreement are subject to the 2006 ISDA
                Definitions as published and copyrighted in 2006 by the International
                Swaps and Derivatives Association, Inc. (the
                “Definitions”), and will be governed in all relevant
                respects by the provisions set forth in the Definitions, without
                regard to
                any amendment to the Definitions subsequent to the date
                hereof.  The provisions of the Definitions are hereby
                incorporated by reference in and shall be deemed a part of this Agreement,
                except that (i) references in the Definitions to a “Swap Transaction”
                shall be deemed references to a “Transaction” for purposes of this
                Agreement, and (ii) references to a “Transaction” in this Agreement shall
                be deemed references to a “Swap Transaction” for purposes of the
                Definitions. Each term capitalized but not defined in this Agreement
                shall
                have the meaning assigned thereto in the Pooling and Servicing
                Agreement.

            


    

     

    Each
      reference herein to a “Section” (unless specifically referencing the Pooling and
      Servicing Agreement) or to a “Section” “of this Agreement” will be construed as
      a reference to a Section of the ISDA Master Agreement; each herein reference
      to
      a “Part” will be construed as a reference to the Schedule to the ISDA Master
      Agreement; each reference herein to a “Paragraph” will be construed as a
      reference to a Paragraph of the Credit Support Annex.

     

    (b)           Amendments
      to ISDA Master Agreement.

    


    
      	
               

            	
              (i)

            	
              Single
                Agreement.  Section 1(c) is hereby amended by the
                adding the words “including, for the avoidance of doubt, the Credit
                Support Annex”  after the words “Master
                Agreement”.

            


    

    


    
      	
               

            	
              (ii)

            	
              [Reserved.]

            


    

    


    
      	
               

            	
              (iii)

            	
              [Reserved.]

            


    

    


    
      	
               

            	
              (iv)

            	
              Representations.  Section
                3 is hereby amended by adding at the end thereof the following subsection
                (g):

            


    

    


    
      	
               

            	
              “(g)

            	
              Relationship
                Between Parties.

            


    

    


    
      	
               

            	
              (1)

            	
              Nonreliance.  (i)
                It is not relying on any statement or representation of the other
                party
                (whether written or oral) regarding any Transaction hereunder, other
                than
                the representations expressly made in this Agreement or the Confirmation
                in respect of that Transaction, (ii) it has consulted with its own
                legal,
                regulatory, tax, business, investment, financial and accounting advisors
                to the extent it has deemed necessary, and it has made its own investment,
                hedging and trading decisions based upon its own judgment and upon
                any
                advice from such advisors as it has deemed necessary and not upon
                any view
                expressed by the other party, (iii) it is not relying on any communication
                (written or oral) of the other party as investment advice or as a
                recommendation to enter into this Transaction; it being understood
                that
                information and explanations related to the terms and conditions
                of this
                Transaction shall not be considered investment advice or a recommendation
                to enter into this Transaction, and (iv) it has not received from
                the
                other party any assurance or guaranty as to the expected results
                of this
                Transaction.

            


    

     

    
      	
               

            	
              (2)

            	
              Evaluation
                and Understanding.  (i) It has the capacity to evaluate
                (internally or through independent professional advice) each Transaction
                and has made its own decision to enter into the Transaction and (ii)
                it
                understands the terms, conditions and risks of the Transaction and
                is
                willing and able to accept those terms and conditions and to assume
                those
                risks, financially and otherwise. 

            


    

    


    
      	
               

            	
              (3)

            	
              Purpose.  It
                is entering into the Transaction for the purposes of managing its
                borrowings or investments, hedging its underlying assets or liabilities
                or
                in connection with a line of
                business.

            


    

    


    
      	
               

            	
              (4)

            	
              Status
                of Parties.  The other party is not acting as an agent,
                fiduciary or advisor for it in respect of the
                Transaction.

            


    

    


    
      	
               

            	
              (5)

            	
              Eligible
                Contract Participant.  It is an “eligible swap participant” as
                such term is defined in, Section 35.1(b)(2) of the regulations (17
                C.F.R.
                35) promulgated under, and an “eligible contract participant” as defined
                in Section 1(a)(12) of the Commodity Exchange Act, as
                amended.”

            


    

    


    
      	
               

            	
              (v)

            	
              Transfer
                to Avoid Termination Event.  Section 6(b)(ii) is hereby
                amended (i) by deleting in the first paragraph the words “or if a Tax
                Event Upon Merger occurs and the Burdened Party is the Affected Party,”
                and in the third paragraph  the words “, which consent will not
                be withheld if such other party’s policies in effect at such time would
                permit it to enter into transactions with the transferee on the terms
                proposed”, (ii) by deleting the words “to transfer” and inserting the
                words “to effect a Permitted Transfer” in lieu thereof, and (iii) adding
                at the end of the third paragraph “; provided that the other party’s
                consent shall not be required if such transfer is a Permitted
                Transfer.”

            


    

    


    
      	
               

            	
              (vi)

            	
              Jurisdiction.
                Section 13(b) is hereby amended by: (i) deleting in the
                second
                line of subparagraph (i) thereof the word “non-”, (ii) deleting “; and”
                from the end of subparagraph (i) and inserting “.” in lieu thereof, and
                (iii) deleting the final paragraph
                thereof.

            


    

    


    
      	
               

            	
              (vii)

            	
              Local
                Business Day.  The definition of Local Business Day in
                Section 14 is hereby amended by the addition of the words “or any Credit
                Support Document” after “Section 2(a)(i)” and the addition of the words
                “or Credit Support Document” after
                “Confirmation”.

            


    

    


    
      	
              (c)

            	
              Additional
                Termination Events.  The following Additional
                Termination Events will apply:

            


    

    


    
      	
                  
                (i)  

            	
              Failure
                to Post Collateral.If Party A has failed to comply with or
                perform any obligation to be complied with or performed by Party
                A in
                accordance with the Credit Support Annex and such failure has not
                given
                rise to an Event of Default under Section 5(a)(i) or Section 5(a)(iii),
                then an Additional Termination Event shall have occurred with respect
                to
                Party A and Party A shall be the sole Affected Party with respect
                to such
                Additional Termination Event.

            


    

    


    
      	
                   
                (ii)  

            	
              Second
                Rating Trigger Replacement.  The occurrence of any
                event described in this Part 5(c)(ii) shall constitute an Additional
                Termination Event with respect to Party A and Party A shall be the
                sole
                Affected Party with respect to such Additional Termination
                Event.

            


    

    


    
      	
               

            	
              (A)

            	
              A
                Moody’s Second Trigger Downgrade Event has occurred and is continuing and
                at least 30 Local Business Days have elapsed since such Moody’s Second
                Trigger Downgrade Event first occurred, and at least one Eligible
                Replacement has made a Firm Offer that would, assuming the occurrence
                of
                an Early Termination Date, qualify as a Market Quotation (on the
                basis
                that Part 1(f)(i)(A) applies) and which remains capable of becoming
                legally binding upon acceptance.

            


    

    


    
      	
               

            	
              (B)

            	
              An
                S&P Required Ratings Downgrade Event has occurred and is continuing
                and at least 60 calendar days have elapsed since such S&P Required
                Ratings Downgrade Event first
                occurred.

            


    

    


    
      	
               

            	
              (iii)

            	
              Amendment
                of the Pooling and Servicing Agreement.  If, without
                the prior written consent of Party A where such consent is required
                under
                the Pooling and Servicing Agreement (such consent not to be unreasonably
                withheld, conditioned or delayed), an amendment is made to the Pooling
                and
                Servicing Agreement which amendment could reasonably be expected
                to have a
                material adverse effect on the interests of Party A under this Agreement,
                an Additional Termination Event shall have occurred with respect
                to Party
                B, Party B shall be the sole Affected Party with respect to such
                Additional Termination Event and all Transactions hereunder shall
                be
                Affected Transactions.

            


    

    


    
      	
               

            	
              (iv)

            	
              Failure
                to Comply with Regulation AB Requirements.  If, (x) upon the
                occurrence of a Swap Disclosure Event (as defined in Part 5(e) below)
                Party A has not complied with any of the provisions set forth in
                Part
                5(e)(iii) below within the time period specified therein or (y) Party
                A
                fails to provide updated Swap Financial Disclosure within the time
                period
                set forth in Part 5(e)(iv) and such failure is not remedied on or
                before
                the third Local Business Day after notice of such failure is given
                to
                Party A, then an Additional Termination Event shall have occurred
                with
                respect to Party A and Party A shall be the sole Affected Party with
                respect to such Additional Termination
                Event.

            


    

     

    
      	
               

            	
              (v)

            	
              [Reserved.]

            


    

    


    
      	
               

            	
              (vi)

            	
              Optional
                Termination of Securitization.  An Additional
                Termination Event shall occur upon the notice to Certificateholders
                of an
                Optional Termination becoming unrescindable in accordance with Article
                IX
                of the Pooling and Servicing Agreement (such notice, the “Optional
                Termination Notice”).  With respect to such Additional
                Termination Event: (A) Party B shall be the sole Affected Party;
                (B)
                notwithstanding anything to the contrary in Section 6(b)(iv) or Section
                6(c)(i), the final Distribution Date specified in the Optional Termination
                Notice is hereby designated as the Early Termination Date for this
                Additional Termination Event in respect of all Affected Transactions;
                (C)
                Section 2(a)(iii)(2) shall not be applicable to any Affected Transaction
                in connection with the Early Termination Date resulting from this
                Additional Termination Event; notwithstanding anything to the contrary
                in
                Section 6(c)(ii), payments and deliveries under Section 2(a)(i) or
                Section
                2(e) in respect of the Terminated Transactions resulting from this
                Additional Termination Event will be required to be made through
                and
                including the Early Termination Date designated as a result of this
                Additional Termination Event; provided, for the avoidance of doubt,
                that
                any such payments or deliveries that are made on or prior to such
                Early
                Termination Date will not be treated as Unpaid Amounts in determining
                the
                amount payable in respect of such Early Termination Date; (D)
                notwithstanding anything to the contrary in Section 6(d)(i), (I)
                if, no
                later than 4:00 pm New York City time on the day that is four Business
                Days prior to the final Distribution Date specified in the Optional
                Termination Notice, the Trust Administrator requests the amount of
                the
                Estimated Swap Termination Payment, Party A shall provide to the
                Trust
                Administrator in writing (which may be done in electronic format)
                the
                amount of the Estimated Swap Termination Payment no later than 2:00
                pm New
                York City time on the following Business Day and (II) if the Trust
                Administrator provides written notice (which may be done in electronic
                format) to Party A no later than two Business Days prior to the final
                Distribution Date specified in the Optional Termination Notice that
                all
                requirements of the Optional Termination have been met, then Party
                A
                shall, no later than one Business Day prior to the final Distribution
                Date
                specified in the Optional Termination Notice, make the calculations
                contemplated by Section 6(e) (as amended herein) and provide to the
                Trust
                Administrator in writing (which may be done in electronic format)
                the
                amount payable by either Party B or Party A in respect of the related
                Early Termination Date in connection with this Additional Termination
                Event; provided, however, that the amount payable by Party B, if
                any, in
                respect of the related Early Termination Date shall be the lesser
                of (x)
                the amount calculated to be due by Party B pursuant to Section 6(e)
                and
                (y) the Estimated Swap Termination Payment; and (E) notwithstanding
                anything to the contrary in this Agreement, any amount due from Party
                B to
                Party A in respect of this Additional Termination Event will be payable
                on
                the final Distribution Date specified  in the Optional
                Termination Notice and any amount due from Party A to Party B in
                respect
                of this Additional Termination Event will be payable one Business
                Day
                prior to the final Distribution Date specified  in the Optional
                Termination Notice.

            


    

    


    The
      Trust
      Administrator shall be an express third party beneficiary of this Agreement
      as
      if a party hereto to the extent of the Trust Administrator’s rights specified
      herein.

    


    
      	
               

            	
              (vii)

            	
              Failure
                to Pay Class A Certificates.  If the Trust
                Administrator on behalf of the Trust is unable to pay, or fails or
                admits
                in writing its inability to pay (1) on any Distribution Date, any
                Interest
                Distribution Amount with respect to the Class A Certificates or (2)
                by the
                Distribution Date immediately following the maturity date for the
                Mortgage
                Loan with the latest maturity date, the ultimate payment of principal
                with
                respect to the Class A Certificates, in either case to the extent
                required
                pursuant to the terms of the Pooling and Servicing Agreement to be
                paid to
                the Class A Certificates, then an Additional Termination Event shall
                have
                occurred with respect to Party B, Party B shall be the sole Affected
                Party
                and all Transactions hereunder shall be Affected
                Transactions.

            


    

    


    
      	
              (d)

            	
              Required
                Ratings Downgrade Event.  If a Required Ratings
                Downgrade Event has occurred and is continuing, then Party A shall,
                at its
                own expense, use commercially reasonable efforts to, as soon as reasonably
                practicable, either (A) effect a Permitted Transfer or (B) procure
                an
                Eligible Guarantee by a guarantor with credit ratings at least equal
                to
                the S&P Required Ratings Threshold and the Moody’s Second Trigger
                Threshold.

            


    

    


    
      	
              (e)

            	
              Compliance
                with Regulation AB.

            


    

    


    
      	
               

            	
              (i)

            	
              Party
                A agrees and acknowledges that Citigroup Mortgage Loan Trust, Inc.
                (the
                “Depositor”) on behalf of the Issuing Entity is required under Regulation
                AB under the Securities Act of 1933, as amended, and the Securities
                Exchange Act of 1934, as amended (the “Exchange Act”) (“Regulation AB”),
                to disclose certain financial information regarding Party A or its
                group
                of affiliated entities, if applicable, depending on the aggregate
                “significance percentage” of this Agreement and any other derivative
                contracts between Party A or its group of affiliated entities, if
                applicable, and Party B, as calculated from time to time in accordance
                with Item 1115 of Regulation AB. In addition, for so long as the
                Depositor
                is required to file a Form 10-K in respect of the related transaction
                (which the parties hereto may assume shall be for the period covering
                the
                calendar year following the Closing Date, unless otherwise notified
                in
                writing by the Depositor), Party A, at its own expense, shall no
                later
                than the 25th calendar day of each month, notify the Depositor in
                writing
                of any known material affiliations or relationships that develop
                following
                the Closing Date between Party A and any of the (x) the Sponsor,
                the
                Depositor or the Issuing Entity, if this Agreement is transferred
                by Party
                A to another entity and (y) any originator, servicer, trustee or
                bond
                administrator or other transaction party, each as identified by the
                Depositor to Party A in writing, and provide to the Depositor a
                description of such affiliations or
                relations.

            


    

    


    
      	
               

            	
              (ii)

            	
              It
                shall be a swap disclosure event (“Swap Disclosure Event”) if, on any
                Local Business Day after the date hereof for so long as the Issuing
                Entity
                is required to file periodic reports under the Exchange Act, the
                Depositor
                requests from Party A the certain financial information described
                in Item
                1115 of Regulation AB, including, but not limited to Party A’s financial
                data as described in Item 1115(b)(1) of Regulation AB and financial
                statements as described in Item 1115(b)(2) of Regulation AB (the
“Swap
                Financial Disclosure”).

            


    

    


    
      	
               

            	
              (iii)

            	
              Upon
                the occurrence of a Swap Disclosure Event, Party A, within ten (10)
                calendar days and at its own expense, shall (1)(a) either (i) provide
                to
                the Depositor the current Swap Financial Disclosure in an EDGAR-compatible
                format (for example, such information may be provided in Microsoft
                Word®
                format, Microsoft Excel® format or any other format suitable for
                conversion to the EDGAR format, but not in .pdf format) or (ii) if
                permitted by Regulation AB, provide written consent to the Depositor
                to
                incorporate by reference such current Swap Financial Disclosure that
                are
                filed with the Securities and Exchange Commission in the Exchange
                Act
                Reports of the Issuing Entity, and (b) if the Swap Financial Disclosure
                has been audited, cause its outside accounting firm to provide its
                consent
                to filing or incorporation by reference in the Exchange Act Reports
                of the
                Issuing Entity of such accounting firm’s report relating to their audits
                of such current Swap Financial Disclosure; (2) secure another entity
                to
                replace Party A by way of a Permitted Transfer, either as party to
                this
                Agreement or by entering into a replacement derivative agreement,
                on terms
                substantially in the form of this Agreement, subject to prior notification
                to the Swap Rating Agencies, which entity (or a guarantor therefor)
                satisfies the Rating Agency Condition with respect to S&P and which
                entity is able to comply with the requirements of Item 1115 of Regulation
                AB; (3) only if sufficient to satisfy the requirements of Item 1115
                of
                Regulation AB that are applicable to the Derivative Provider, as
                evidenced
                by an opinion of counsel at the expense of Party A and that is reasonably
                acceptable to the Depositor, or as determined by the Depositor in
                its sole
                discretion if this Agreement is transferred by Party A to another
                entity
                subject to the Rating Agency Condition with respect to S&P, obtain a
                guaranty of Party A’s obligations under this Agreement from an affiliate
                of Party A that is able to comply with the financial information
                disclosure requirements of Item 1115 of Regulation AB and this Agreement,
                such that disclosure provided in respect of the affiliate will satisfy
                any
                disclosure requirements applicable to the Swap Provider, and cause
                such
                affiliate to provide Swap Financial Disclosure; or (4) only if sufficient
                to satisfy the requirements of Item 1115 of Regulation AB that are
                applicable to the Derivative Provider, as evidenced by an opinion
                of
                counsel at the expense of Party A and that is reasonably acceptable
                to the
                Depositor, or as determined by the Depositor in its sole discretion
                if
                this Agreement is transferred by Party A to another entity, post
                collateral in an amount sufficient to reduce the “significance percentage”
                for purposes of Item 1115 of Regulation AB with respect to any Derivative
                Agreement relating to such Securitization, calculated separately
                or in the
                aggregate with other Derivative Agreements for such Securitization
                (a) to
                10% if the Depositor has notified the Derivative Provider that the
                “significance percentage” is 10% or more (but less than 20%) or (b) to 20%
                if the Depositor has notified the Derivative Provider that the
                “significance percentage” is 20% or more.  If permitted by
                Regulation AB, any required Swap Financial Disclosure may be provided
                by
                incorporation by reference from reports filed pursuant to the Exchange
                Act.

            


    

    


    
      	
               

            	
              (iv)

            	
              If
                Party A provides Swap Financial Disclosure to the Depositor pursuant
                to
                Part 5(e)(iii)(1) or causes its affiliate to provide Swap Financial
                Disclosure to the Depositor pursuant to Part 5(e)(iii)(3), then for
                so
                long as (x) the Depositor is required to file Exchange Act reports
                in
                respect of the Issuing Entity and (y) on the Distribution Date immediately
                preceding the date of any release of updated Swap Financial Disclosure
                by
                Party A, the Depositor has provided notice to Party A that the
                “significance percentage” determined under Item 1115 of Regulation AB is
                equal to or greater than 10% with respect to such Distribution Date,
                Party
                A, at its own expense, shall provide or cause to be provided to the
                Depositor any updated Swap Financial Disclosure with respect to Party
                A or
                any entity that consolidates Party A within five (5) Local Business
                Days
                of the release of any such updated Swap Financial
                Disclosure.

            


    

    


    
      	
               

            	
              (v)

            	
              The
                Depositor shall be an express third party beneficiary of this Agreement
                as
                if it were a party hereto to the extent of the Depositor’s rights
                explicitly specified in this Part
                5(e).

            


    

    


    
      	
              (f)

            	
              Transfers.

            


    

     

    (i)           
      Section 7 is hereby amended to read in its entirety as follows:

     

    “Neither
      this Agreement nor any interest or obligation in or under this Agreement may
      be
      transferred (whether by way of security or otherwise) by either party unless
      (a)
      the prior written consent of the other party is obtained and (b) the Rating
      Agency Condition has been satisfied with respect to S&P, except
      that:

     

    
      	
               

            	
              (a)

            	
              Party
                A may make a Permitted Transfer (1) pursuant to Section 6(b)(ii)
                (as
                amended herein) or Part 5(e), (2) pursuant to a consolidation or
                amalgamation with, or merger with or into, or transfer of all or
                substantially all its assets to, another entity (but without prejudice
                to
                any other right or remedy under this Agreement), or (3) at any time
                at
                which no Relevant Entity has credit ratings at least equal to the
                Approved
                Ratings Threshold;

            


    

     

    
      	
               

            	
              (b)

            	
              Party
                B may transfer its rights and obligations hereunder in connection
                with a
                transfer pursuant to Section 8.09 of the Pooling and Servicing Agreement;
                and

            


    

     

    
      	
               

            	
              (c)

            	
              a
                party may make such a transfer of all or any part of its interest
                in any
                amount payable to it from a Defaulting Party under Section
                6(e).

            


    

     

    Any
      purported transfer that is not in compliance with this Section will be
      void.

     

    
      	
               

            	
              (ii)

            	
              If
                an Eligible Replacement has made a Firm Offer (which remains an offer
                that
                will become legally binding upon acceptance by Party B) to be the
                transferee pursuant to a Permitted Transfer, Party B shall, at Party
                A’s
                written request and at Party A’s expense, execute such documentation
                provided to it as reasonably deemed necessary by Part A to effect
                such
                transfer.

            


    

     

    
      	
              (g)

            	
              Limited
                Recourse;Non-Recourse.  Party A
                acknowledges and agrees that, notwithstanding any provision in this
                Agreement to the contrary, the obligations of Party B hereunder are
                limited recourse obligations of Party B, payable solely from the
                Supplemental Interest Trust and the proceeds thereof, in accordance
                with
                the priority of payments and other terms of the Pooling and Servicing
                Agreement and that Party A will not have any recourse to any of the
                directors, officers, agents, employees, shareholders or affiliates
                of
                Party B with respect to any claims, losses, damages, liabilities,
                indemnities or other obligations in connection with any transactions
                contemplated hereby. In the event that the Supplemental Interest
                Trust and
                the proceeds thereof, should be insufficient to satisfy all claims
                outstanding and following the realization of Supplemental Interest
                Trust
                and the proceeds thereof, any claims against or obligations of Party
                B
                under this Agreement or any other confirmation thereunder still
                outstanding shall be extinguished and thereafter not
                revive.  The Supplemental Interest Trust Trustee shall not have
                liability for any failure or delay in making a payment hereunder
                to Party
                A due to any failure or delay in receiving amounts in the Supplemental
                Interest Trust from the Trust created pursuant to the Pooling and
                Servicing Agreement. This provision will survive the termination
                of this
                Agreement.

            


    

    


    
      	
              (h)

            	
              Timing
                ofPayments by Party B upon Early
                Termination.  Notwithstanding anything to the contrary
                in Section 6(d)(ii), to the extent that all or a portion (in either
                case,
                the “Unfunded Amount”) of any amount that is calculated as being due in
                respect of any Early Termination Date under Section 6(e) from Party
                B to
                Party A will be paid by Party B from amounts other than any upfront
                payment paid to Party B by an Eligible Replacement that has entered
                into a
                Replacement Transaction with Party B, then such Unfunded Amount shall
                be
                due on the next subsequent Distribution Date following the date on
                which
                the payment would have been payable as determined in accordance with
                Section 6(d)(ii), and on any subsequent Distribution Dates until
                paid in
                full (or if such Early Termination Date is the final Distribution
                Date, on
                such final Distribution Date); provided, however, that if the date
                on
                which the payment would have been payable as determined in accordance
                with
                Section 6(d)(ii) is a Distribution Date, such payment will be payable
                on
                such Distribution Date.

            


    

    


    
      	
              (i)

            	
              Rating
                Agency Notifications.  Notwithstanding any other
                provision of this Agreement, no Early Termination Date shall be
                effectively designated hereunder by Party B and no transfer of any
                rights
                or obligations under this Agreement shall be made by either party
                unless
                each Rating Agency has been provided prior written notice of such
                designation or transfer.

            


    

    


    
      	
              (j)

            	
              No
                Set-off.  Except as expressly provided for in Section
                2(c), Section 6 or Part 1(f)(i)(D) hereof, and notwithstanding any
                other
                provision of this Agreement or any other existing or future agreement,
                each party irrevocably waives any and all rights it may have to set
                off,
                net, recoup or otherwise withhold or suspend or condition payment
                or
                performance of any obligation between it and the other party hereunder
                against any obligation between it and the other party under any other
                agreements.  Section 6(e) shall be amended by deleting the
                following sentence: “The amount, if any, payable in respect of an Early
                Termination Date and determined pursuant to this Section will be
                subject
                to any Set-off.”.

            


    

     

    
      	
              (k)

            	
              Amendment.  Notwithstanding
                any provision to the contrary in this Agreement, no amendment of
                either
                this Agreement or any Transaction under this Agreement shall be permitted
                by either party unless each of the Rating Agencies has been provided
                prior
                written notice of the same and the Rating Agency Condition is satisfied
                with respect to S&P.

            


    

    


    
      	
              (l)

            	
              Notice
                of Certain Events or Circumstances.  Each Party agrees,
                upon learning of the occurrence or existence of any event or condition
                that constitutes (or that with the giving of notice or passage of
                time or
                both would constitute) an Event of Default or Termination Event with
                respect to such party, promptly to give the other Party and to each
                Rating
                Agency notice of such event or condition; provided that failure to
                provide
                notice of such event or condition pursuant to this Part 5(l) shall
                not
                constitute an Event of Default or a Termination
                Event.

            


    

     

    
      	
              (m)

            	
              Proceedings.  No
                Relevant Entity shall institute against, or cause any other person
                to
                institute against, or join any other person in instituting against
                Party
                B, the Supplemental Interest Trust, or the trust formed pursuant
                to the
                Pooling and Servicing Agreement, in any bankruptcy, reorganization,
                arrangement, insolvency or liquidation proceedings or other proceedings
                under any federal or state bankruptcy or similar law for a period
                of one
                year (or, if longer, the applicable preference period) and one day
                following payment in full of the Certificates and any
                Notes.  This provision will survive the termination of this
                Agreement.

            


    

    


    
      	
              (n)

            	
              Supplemental
                Interest Trust Trustee Liability Limitations.  It is
                expressly understood and agreed by the parties hereto that (a) this
                Agreement is executed by Citibank, N.A. not in its individual capacity,
                but solely as Supplemental Interest Trust Trustee under the Pooling
                and
                Servicing Agreement in the exercise of the powers and authority conferred
                and invested in it thereunder; (b) Citibank, N.A.  has been
                directed pursuant to the Pooling and Servicing Agreement to enter
                into
                this Agreement and to perform its obligations hereunder; (c) each
                of the
                representations, undertakings and agreements herein made on behalf
                of the
                Supplemental Interest Trust is made and intended not as personal
                representations, undertakings and agreements of Citibank,
                N.A.  but is made and intended for the purpose of binding only
                the Supplemental Interest Trust; and (d) nothing herein contained
                shall be
                construed as creating any liability on Citibank, N.A., individually
                or
                personally, to perform any covenant either expressed or implied contained
                herein, all such liability, if any, being expressly waived by the
                parties
                who are signatories to this Agreement any by any person claiming
                by,
                through or under such parties (e) under no circumstances
                shall Citibank, N.A.  in its individual
                capacity be personally liable for any indebtness or expenses of the
                Supplemental Interest Trust or be liable for any payments hereunder
                or for
                the breach or failure of any obligation, representation, warranty
                or
                covenant made or undertaken by the Supplemental Interest Trust under
                this
                Agreement.

            


    

    


    
      	
              (o)

            	
              Severability.  If
                any term, provision, covenant, or condition of this Agreement, or
                the
                application thereof to any party or circumstance, shall be held to
                be
                invalid or unenforceable (in whole or in part) in any respect, the
                remaining terms, provisions, covenants, and conditions hereof shall
                continue in full force and effect as if this Agreement had been executed
                with the invalid or unenforceable portion eliminated, so long as
                this
                Agreement as so modified continues to express, without material change,
                the original intentions of the parties as to the subject matter of
                this
                Agreement and the deletion of such portion of this Agreement will
                not
                substantially impair the respective benefits or expectations of the
                parties; provided, however, that this severability provision shall
                not be
                applicable if any provision of Section 2, 5, 6, or 13 (or any definition
                or provision in Section 14 to the extent it relates to, or is used
                in or
                in connection with any such Section) shall be so held to be invalid
                or
                unenforceable.

            


    

    


    The
      parties shall endeavor to engage in good faith negotiations to replace any
      invalid or unenforceable term, provision, covenant or condition with a valid
      or
      enforceable term, provision, covenant or condition, the economic effect of
      which
      comes as close as possible to that of the invalid or unenforceable term,
      provision, covenant or condition.

    


    
      	
              (p)

            	
              Agent
                for Party B.  Party A acknowledges that the
                Supplemental Interest Trust Trustee and the Trust Administrator have
                been
                appointed as agents under the Pooling and Servicing Agreement to
                carry out
                certain functions on behalf of Party B, and that the Trustee and
                the Trust
                Administrator shall be entitled to give notices and to perform and
                satisfy
                the obligations of Party B hereunder on behalf of Party
                B.

            


    

     

    
      	
              (q)

            	
              [Reserved.]

            


    

     

    
      	
              (r)

            	
              Consent
                to Recording.  Each party hereto consents to the
                monitoring or recording, at any time and from time to time, by the
                other
                party of any and all communications between trading, marketing, and
                operations personnel of the parties and their Affiliates, waives
                any
                further notice of such monitoring or recording, and agrees to notify
                such
                personnel of such monitoring or
                recording.

            


    

     

    
      	
              (s)

            	
              Waiver
                of Jury Trial.  Each party waives any right it may have
                to a trial by jury in respect of any suit, action or proceeding relating
                to this Agreement or any Credit Support
                Document.

            


    

    


    
      	
              (t)

            	
              Form
                of ISDA Master Agreement.  Party A and Party B hereby
                agree that the text of the body of the ISDA Master Agreement is intended
                to be the printed form of the ISDA Master Agreement (Multicurrency
–
                Crossborder) as published and copyrighted in 1992 by the International
                Swaps and Derivatives Association,
                Inc.

            


    

    


    
      	
              (u)

            	
              [Reserved.]

            


    

    


    
      	
              (v)

            	
              Capacity.  Party
                A represents to Party B on the date on which Party A enters into
                this
                Agreement that it is entering into the Agreement and the Transaction
                as
                principal and not as agent of any person.  The Supplemental
                Interest Trust Trustee represents to Party A on the date on which
                Party B
                enters into this Agreement that it is executing the Agreement not
                in its
                individual capacity, but solely as Supplemental Interest Trust Trustee
                on
                behalf of the Supplemental Interest
                Trust.

            


    

    


    
      	
              (w)

            	
              [Reserved.]

            


    

     

    
      	
              (x)

            	
              [Reserved.]

            


    

     

    
      	
              (y)

            	
              [Reserved.]

            


    

     

    (z)           
      Additional Definitions.

     

    As
      used
      in this Agreement, the following terms shall have the meanings set forth below,
      unless the context clearly requires otherwise:

     

    “Approved
      Ratings Threshold” means each of the S&P Approved Ratings
      Threshold and the Moody’s First Trigger Ratings Threshold.

    


    “Approved
      Replacement” means, with respect to a Market Quotation, an entity
      making such Market Quotation, which entity would satisfy conditions (a), (b),
      (c) and (d) of the definition of Permitted Transfer (as determined by Party
      B in
      its sole discretion, acting in a commercially reasonable manner) if such entity
      were a Transferee, as defined in the definition of Permitted
      Transfer.

    


    “Derivative
      Provider Trigger Event” means (i) an Event of Default with respect
      to which Party A is a Defaulting Party, (ii) a Termination Event with respect
      to
      which Party A is the sole Affected Party or (iii) an Additional Termination
      Event with respect to which Party A is the sole Affected Party.

    


    “Eligible
      Guarantee” means an unconditional and irrevocable guarantee of all
      present and future payment obligations and obligations to post collateral of
      Party A under this Agreement (or, solely for purposes of the definition of
      Eligible Replacement, all present and future payment obligations and obligations
      to post collateral of such Eligible Replacement under this Agreement or its
      replacement, as applicable) which is provided by a guarantor as principal debtor
      rather than surety and which is directly enforceable by Party B, the form and
      substance of which guarantee are subject to the Rating Agency Condition with
      respect to S&P.

    


    “Eligible
      Replacement” means an entity (A) that lawfully could perform the
      obligations owing to Party B under this Agreement (or its replacement, as
      applicable) and (B) (I) (x) which has credit ratings from S&P at least
      equal to the S&P Required Ratings Threshold or (y) all present and future
      obligations of which entity owing to Party B under this Agreement (or its
      replacement, as applicable) are guaranteed pursuant to an Eligible Guarantee
      provided by a guarantor with credit ratings from S&P at least equal to the
      S&P Required Ratings Threshold and (II) (x) which has credit ratings from
      Moody’s at least equal to the Moody’s Second Trigger Ratings Threshold or (y)
      all present and future obligations of which entity owing to Party B under this
      Agreement (or its replacement, as applicable) are guaranteed pursuant to an
      Eligible Guarantee provided by a guarantor with credit ratings from Moody’s at
      least equal to the Moody’s Second Trigger Ratings Threshold,.

    


     “Estimated
      Swap Termination Payment” means, with respect to an Early
      Termination Date, an amount determined by Party A in good faith and in a
      commercially reasonable manner as the maximum payment that could be owed by
      Party B to Party A in respect of such Early Termination Date pursuant to Section
      6(e), taking into account then current market conditions.

    


    “Financial
      Institution” means a bank, broker/dealer, insurance company,
      structured investment company or derivative product company.

    


    “Firm
      Offer” means a quotation from an Eligible Replacement (i) in an
      amount equal to the actual amount payable by or to Party B in consideration
      of
      an agreement between Party B and such Eligible Replacement to replace Party
      A as
      the counterparty to this Agreement by way of novation or, if such novation
      is
      not possible, an agreement between Party B and such Eligible Replacement to
      enter into a Replacement Transaction (assuming that all Transactions hereunder
      become Terminated Transactions), and (ii) that constitutes an offer by such
      Eligible Replacement to replace Party A as the counterparty to this Agreement
      or
      enter a Replacement Transaction that will become legally binding upon such
      Eligible Replacement upon acceptance by Party B.

    


    “Moody’s”
      means Moody’s Investors Service, Inc., or any successor thereto.

    


    “Moody’s
      First Trigger Ratings Threshold” means, with respect to Party A,
      the guarantor under an Eligible Guarantee, or an Eligible Replacement, (i)
      if
      such entity has a short-term unsecured and unsubordinated debt rating from
      Moody’s, a long-term unsecured and unsubordinated debt rating or counterparty
      rating from Moody’s of “A2” and a short-term unsecured and unsubordinated debt
      rating from Moody’s of “Prime-1”, or (ii) if such entity does not have a
      short-term unsecured and unsubordinated debt rating or counterparty rating
      from
      Moody’s, a long-term unsecured and unsubordinated debt rating or counterparty
      rating from Moody’s of “A1”.

    


    “Moody’s
      Second Trigger Downgrade Event” means
      that no Relevant Entity has credit ratings from Moody’s at least equal to the
      Moody’s Second Trigger Ratings Threshold.

    


    “Moody’s
      Second Trigger Ratings Threshold” means, with respect to Party A,
      the guarantor under an Eligible Guarantee, or an Eligible Replacement, (i)
      if
      such entity has a short-term unsecured and unsubordinated debt rating from
      Moody’s, a long-term unsecured and unsubordinated debt rating or counterparty
      rating from Moody’s of “A3” and a short-term unsecured and unsubordinated debt
      rating from Moody’s of “Prime-2”, or (ii) if such entity does not have a
      short-term unsecured and unsubordinated debt rating from Moody’s, a long-term
      unsecured and unsubordinated debt rating or counterparty rating from Moody’s of
“A3”.

    


    “Permitted
      Transfer” means a transfer by novation by Party A, in the
      circumstances specified in this Agreement (including agreements incorporated
      by
      reference herein) as a Permitted Transfer, to a transferee (the
“Transferee”) of Party A’s rights, liabilities, duties and
      obligations under this Agreement, with respect to which transfer each of the
      following conditions is satisfied: (a) the Transferee is an Eligible
      Replacement; (b) Party A and the Transferee are both “dealers in notional
      principal contracts” within the meaning of Treasury regulations section 1.1001-4
      (in each case as certified by such entity);(c) as of the date of such transfer
      the Transferee would not be required to withhold or deduct on account of Tax
      from any payments under this Agreement or would be required to gross up for
      such
      Tax under Section 2(d)(i)(4); (d) an Event of Default or Termination Event
      would
      not occur as a result of such transfer; (e) the Transferee contracts with Party
      B pursuant to a written instrument (the “Transfer Agreement”)
      (A) (i) on terms which are effective to transfer to the Transferee all, but
      not
      less than all, of Party A’s rights, liabilities, duties and obligations under
      the Agreement and all relevant Transactions, which terms are identical to the
      terms of this Agreement, other than party names, dates relevant to the effective
      date of such transfer, tax representations (provided that the representations
      in
      Part 2(a)(i) are not modified) and any other representations regarding the
      status of the substitute counterparty of the type included in Part 5(b)(iv),
      Part 5(v)(i)(2) or Part 5(v)(ii), notice information and account details, and
      (ii) each Rating Agency has been given prior written notice of such transfer,
      or
      (B) (i) on terms that (x) have the effect of preserving for Party B the economic
      equivalent of all payment and delivery obligations (whether absolute or
      contingent and assuming the satisfaction of each applicable condition precedent)
      under this Agreement immediately before such transfer and (y) are, in all
      material respects, no less beneficial for Party B than the terms of this
      Agreement immediately before such transfer, as determined by Party B, and (ii)
      Moody’s has been given prior written notice of such transfer and the Rating
      Agency Condition is satisfied with respect to S&P; (f) Party A will be
      responsible for any costs or expenses incurred in connection with such transfer
      (including any replacement cost of entering into a replacement transaction);
      and
      (g) such transfer otherwise complies with the terms of the Pooling and Servicing
      Agreement.

    


    “Rating
      Agency Condition” means, with respect to any particular proposed
      act or omission to act hereunder and each Rating Agency specified in connection
      with such proposed act or omission, that each such Rating Agency provides prior
      written confirmation that the proposed action or inaction would not cause a
      downgrade or withdrawal of the then-current rating of any Certificates or
      Notes.

    


    “Rating
      Agencies” mean, with respect to any date of determination, each of
      S&P and Moody’s, to the extent that each such rating agency is then
      providing a rating for any of the Citigroup Mortgage Loan Trust 2007-WFHE4
      Asset-Backed Pass-Through Certificates, Series 2007-WFHE4 (the “Certificates”)
      or any notes backed by any of the Certificates (the “Notes”).

    


    “Relevant
      Entities” mean Party A and, to the extent applicable, a guarantor
      under an Eligible Guarantee.

    


    “Replacement
      Transaction” means, with respect to any Terminated Transaction or
      group of Terminated Transactions, a transaction or group of transactions that
      (A) has terms which would be effective to transfer to a transferee all, but
      not
      less than all, of Party A’s rights, liabilities, duties and obligations under
      this Agreement and all relevant Transactions, which terms are identical to
      the
      terms of this Agreement, other than party names, dates relevant to the effective
      date of such transfer, tax representations (provided that the representations
      in
      Part 2(a)(i) are not modified) and any other representations regarding the
      status of the substitute counterparty of the type included in Part 5(b)(iv),
      Part 5(v)(i)(2) or Part 5(v)(ii), notice information and account details, save
      for the exclusion of provisions relating to Transactions that are not Terminated
      Transactions, or (B) (x) would have the effect of preserving for Party B the
      economic equivalent of any payment or delivery (whether the underlying
      obligation was absolute or contingent and assuming the satisfaction of each
      applicable condition precedent) under this Agreement in respect of such
      Terminated Transaction or group of Terminated Transactions that would, but
      for
      the occurrence of the relevant Early Termination Date, have been required after
      that date, and (y) has terms which are, in all material respects, no less
      beneficial for Party B than those of this Agreement (save for the exclusion
      of
      provisions relating to Transactions that are not Terminated Transactions),
      as
      determined by Party B.

    


    “Required
      Ratings Downgrade Event” means that no Relevant Entity has credit
      ratings at least equal to the Required Ratings Threshold. For purposes of
      determining whether a Required Ratings Downgrade Event has occurred, each
      Relevant Entity shall provide its credit ratings to Party B in writing, upon
      request of Party B.

     

    “Required
      Ratings Threshold” means each of the S&P Required Ratings
      Threshold and the Moody’s Second Trigger Ratings Threshold.

    


    “S&P”
      means Standard & Poor’s Rating Services, a division of The McGraw-Hill
      Companies, Inc., or any successor thereto.

    


    “S&P
      Approved Ratings Threshold” means, with respect to Party A, the
      guarantor under an Eligible Guarantee, or an Eligible Replacement, a short-term
      unsecured and unsubordinated debt rating of “A-1” from S&P, or, if such
      entity does not have a short-term unsecured and unsubordinated debt rating
      from
      S&P, a long-term unsecured and unsubordinated debt rating or counterparty
      rating of “A+” from S&P.

    


    “S&P
      Required Ratings Downgrade Event” means that
      no Relevant Entity has credit ratings from S&P at least equal to the S&P
      Required Ratings Threshold.

    


    “S&P
      Required Ratings Threshold” means, with respect to Party A, the
      guarantor under an Eligible Guarantee, or an Eligible Replacement, (I) if such
      entity is a Financial Institution, a short-term unsecured and unsubordinated
      debt rating of “A-2” from S&P, or, if such entity does not have a short-term
      unsecured and unsubordinated debt rating from S&P, a long-term unsecured and
      unsubordinated debt rating or counterparty rating of “BBB+” from S&P, or
      (II) if such entity is not a Financial Institution, a short-term unsecured
      and
      unsubordinated debt rating of “A-1” from S&P, or, if such entity does not
      have a short-term unsecured and unsubordinated debt rating from S&P, a
      long-term unsecured and unsubordinated debt rating or counterparty rating of
      “A+” from S&P.

     

    
 

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      of this page intentionally left blank.]

    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

     

    Reference
      Number: FXNSC10001

      Citibank,
        N.A., not in its individual capacity but solely as Supplemental Interest
        Trust
        Trustee on behalf of the Supplemental Interest Trust with respect to the
        Citigroup Mortgage Loan Trust 2007-WFHE4, Asset-Backed Pass Through
        Certificates, Series 2007-WFHE4
      

      October
        31, 2007

    

     

    
 

    Item
      4.                      Account
      Details and Settlement Information:

     

    Payments
      to Party A:

    


    Citibank,
      N.A., New York

    ABA
      Number: 021-0000-89, for the account of Bear, Stearns Securities
      Corp.

    Account
      Number: 0925-3186, for further credit to Bear Stearns Financial Products
      Inc.

    Sub-account  Number:
      102-04654-1-3

    Attention:
      Derivatives Department

    


    Payments
      to Party B:

    


    Citibank,
      N.A.

    New
      York,
      NY

    ABA#
      021-000-089

    Account#
      3617-2242

    Ref:
      CMLTI 2007-WFHE4 Swap Account

    ASTRA
      A/C# 107079


    


    


    NEITHER
      THE BEAR STEARNS COMPANIES INC. NOR ANY SUBSIDIARY OR AFFILIATE OF THE BEAR
      STEARNS COMPANIES INC. OTHER THAN PARTY A IS AN OBLIGOR OR A CREDIT SUPPORT
      PROVIDER ON THIS AGREEMENT.

    


    This
      Agreement may be executed in several counterparts, each of which shall be deemed
      an original but all of which together shall constitute one and the same
      instrument.

    


    Party
      B
      hereby agrees to check this Confirmation and to confirm that the foregoing
      correctly sets forth the terms of the Transaction by signing in the space
      provided below and returning to Party A a facsimile of the fully-executed
      Confirmation to 212-272-9857. For inquiries regarding U.S. Transactions, please
      contact Derivatives Documentation by telephone at 212-272-2711.  For
      all other inquiries please contact Derivatives Documentation by telephone at
      353-1-402-6233. Originals will be provided for your execution upon your
      request.

    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

     

    We
      are
      very pleased to have executed this Transaction with you and we look forward
      to
      completing other transactions with you in the near future.

    


    Very
      truly yours,

    


    BEAR
      STEARNS FINANCIAL PRODUCTS INC.

    


    
      	 	 
	 	 	 
	
              By:
                

            	 	 
	 	Name: 	 
	 	Title: 	 
	 	 	 


    

    


    Party
      B,
      acting through its duly authorized signatory, hereby agrees to, accepts and
      confirms the terms of the foregoing as of the date hereof.

    


    CITIBANK,
      N.A., NOT IN ITS INDIVIDUAL CAPACITY BUT SOLELY AS SUPPLEMENTAL INTEREST TRUST
      TRUSTEE ON BEHALF OF THE SUPPLEMENTAL INTEREST TRUST WITH RESPECT TO THE
      CITIGROUP MORTGAGE LOAN TRUST 2007-WFHE4, ASSET-BACKED PASS THROUGH
      CERTIFICATES, SERIES 2007-WFHE4

    


    
      


      
        	 	 
	 	 	 
	
                By:
                  

              	 	 
	 	Name: 	 
	 	Title: 	 
	 	 	 


      

    

    


    


    


    lm/er


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    


    SCHEDULE
      I

    (where
      for the purposes of (i) determining Floating Amounts, all such dates subject
      to
      adjustment in accordance with the Following Business Day Convention and (ii)
      determining Fixed Amounts, all such dates subject to No
      Adjustment.)

    


    
      	
              From
                and including

            	
              To
                but excluding

            	
              Notional
                Amount

              (USD)

            
	
              Effective
                Date

            	
              11/25/2007

            	
              1,071,072.00

            
	
              11/25/2007

            	
              12/25/2007

            	
              1,048,376.17

            
	
              12/25/2007

            	
              1/25/2008

            	
              1,022,990.36

            
	
              1/25/2008

            	
              2/25/2008

            	
              995,030.90

            
	
              2/25/2008

            	
              3/25/2008

            	
              964,628.02

            
	
              3/25/2008

            	
              4/25/2008

            	
              931,961.95

            
	
              4/25/2008

            	
              5/25/2008

            	
              897,273.40

            
	
              5/25/2008

            	
              6/25/2008

            	
              861,058.12

            
	
              6/25/2008

            	
              7/25/2008

            	
              825,816.66

            
	
              7/25/2008

            	
              8/25/2008

            	
              791,668.50

            
	
              8/25/2008

            	
              9/25/2008

            	
              758,579.62

            
	
              9/25/2008

            	
              10/25/2008

            	
              726,434.65

            
	
              10/25/2008

            	
              11/25/2008

            	
              695,209.71

            
	
              11/25/2008

            	
              12/25/2008

            	
              664,822.60

            
	
              12/25/2008

            	
              1/25/2009

            	
              634,906.33

            
	
              1/25/2009

            	
              2/25/2009

            	
              605,654.01

            
	
              2/25/2009

            	
              3/25/2009

            	
              576,593.24

            
	
              3/25/2009

            	
              4/25/2009

            	
              546,899.57

            
	
              4/25/2009

            	
              5/25/2009

            	
              516,093.57

            
	
              5/25/2009

            	
              6/25/2009

            	
              456,977.60

            
	
              6/25/2009

            	
              7/25/2009

            	
              401,588.74

            
	
              7/25/2009

            	
              8/25/2009

            	
              352,371.26

            
	
              8/25/2009

            	
              9/25/2009

            	
              309,206.72

            
	
              9/25/2009

            	
              10/25/2009

            	
              288,177.23

            
	
              10/25/2009

            	
              11/25/2009

            	
              269,375.59

            
	
              11/25/2009

            	
              12/25/2009

            	
              251,208.89

            
	
              12/25/2009

            	
              1/25/2010

            	
              233,658.38

            
	
              1/25/2010

            	
              2/25/2010

            	
              216,699.91

            
	
              2/25/2010

            	
              3/25/2010

            	
              200,312.84

            
	
              3/25/2010

            	
              4/25/2010

            	
              184,477.72

            
	
              4/25/2010

            	
              5/25/2010

            	
              169,175.66

            
	
              5/25/2010

            	
              6/25/2010

            	
              154,388.57

            
	
              6/25/2010

            	
              7/25/2010

            	
              140,101.35

            
	
              7/25/2010

            	
              8/25/2010

            	
              126,294.25

            
	
              8/25/2010

            	
              9/25/2010

            	
              112,950.71

            
	
              9/25/2010

            	
              10/25/2010

            	
              100,054.96

            
	
              10/25/2010

            	
              11/25/2010

            	
              87,591.78

            
	
              11/25/2010

            	
              12/25/2010

            	
              87,591.78

            
	
              12/25/2010

            	
              1/25/2011

            	
              87,591.78

            
	
              1/25/2011

            	
              2/25/2011

            	
              87,591.78

            
	
              2/25/2011

            	
              3/25/2011

            	
              87,591.78

            
	
              3/25/2011

            	
              4/25/2011

            	
              87,591.78

            
	
              4/25/2011

            	
              5/25/2011

            	
              87,591.78

            
	
              5/25/2011

            	
              6/25/2011

            	
              87,591.78

            
	
              6/25/2011

            	
              7/25/2011

            	
              87,591.78

            
	
              7/25/2011

            	
              8/25/2011

            	
              87,591.78

            
	
              8/25/2011

            	
              9/25/2011

            	
              87,591.78

            
	
              9/25/2011

            	
              10/25/2011

            	
              87,591.78

            
	
              10/25/2011

            	
              11/25/2011

            	
              87,591.78

            
	
              11/25/2011

            	
              12/25/2011

            	
              87,591.78

            
	
              12/25/2011

            	
              1/25/2012

            	
              87,591.78

            
	
              1/25/2012

            	
              2/25/2012

            	
              87,591.78

            
	
              2/25/2012

            	
              3/25/2012

            	
              87,591.78

            
	
              3/25/2012

            	
              4/25/2012

            	
              87,591.78

            
	
              4/25/2012

            	
              5/25/2012

            	
              87,591.78

            
	
              5/25/2012

            	
              6/25/2012

            	
              87,591.78

            
	
              6/25/2012

            	
              7/25/2012

            	
              87,591.78

            
	
              7/25/2012

            	
              8/25/2012

            	
              87,591.78

            
	
              8/25/2012

            	
              9/25/2012

            	
              87,591.78

            
	
              9/25/2012

            	
              10/25/2012

            	
              87,591.78

            
	
              10/25/2012

            	
              11/25/2012

            	
              87,591.78

            
	
              11/25/2012

            	
              12/25/2012

            	
              87,591.78

            
	
              12/25/2012

            	
              1/25/2013

            	
              87,591.78

            
	
              1/25/2013

            	
              2/25/2013

            	
              87,520.80

            
	
              2/25/2013

            	
              3/25/2013

            	
              84,677.01

            
	
              3/25/2013

            	
              Termination
                Date

            	
              81,927.06

            


    

    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    


    Annex
      A

    


    Paragraph
      13 of the Credit Support Annex

     

     

     

     

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

     


    ANNEX
      A

    


    


    ISDA®

    CREDIT
      SUPPORT ANNEX

    to
      the
      Schedule to the

    ISDA
      Master Agreement

    dated
      as
      of October 31, 2007 between

    Bear
      Stearns Financial Products Inc. (hereinafter referred to as “Party
      A” or “Pledgor”)

    and

    Citibank,
      N.A., not in its individual capacity but solely as Supplemental Interest Trust
      Trustee on behalf of the Supplemental Interest Trust with respect to the
      Citigroup Mortgage Loan Trust 2007-WFHE4, Asset-Backed Pass Through
      Certificates, Series 2007-WFHE4 (hereinafter referred to as “Party
      B” or “Secured Party”)

     

    For
      the
      avoidance of doubt, and notwithstanding anything to the contrary that may be
      contained in the Agreement, this Credit Support Annex shall relate solely to
      the
      Transaction documented in the Confirmation dated October 31, 2007, between
      Party
      A and Party B, Reference Number FXNSC10001.

    


     

    Paragraph
      13.  Elections and Variables.

     

    
      	
              (a)  

            	
              Security
                Interest for “Obligations”.  The term
                “Obligations” as used in this
                Annex includes the following additional
                obligations:

            


    

     

    With
      respect to Party A: not applicable.

     

    With
      respect to Party B: not applicable.

     

    
      	
              (b)  

            	
              Credit
                Support Obligations.

            


    

     

    
      	
              (i)           
                

            	
              Delivery
                Amount, Return Amount and Credit Support
                Amount.

            


    

     

    
      	
              (A)         
                

            	
              “Delivery
                Amount” has the meaning specified in
                Paragraph 3(a), except that:

            


    

     

    
      	
               

            	
              (I)

            	
              the
                words “upon a demand made by the Secured Party on or promptly following
                a
                Valuation Date” shall be deleted and replaced with the words “not later
                than the close of business on each Valuation
                Date”,

            


    

     

    
      	
               

            	
              (II)

            	
              the
                sentence beginning “Unless otherwise specified in Paragraph 13” and ending
                “(ii) the Value as of that Valuation Date of all Posted Credit Support
                held by the Secured Party.” shall be deleted in its entirety and replaced
                with the following:

            


    

     

    “The
      “Delivery Amount” applicable to the
      Pledgor for any Valuation Date will equal the greater of

     

    
      	
               

            	
              (1)

            	
              the
                amount by which (a) the S&P Credit Support Amount for such Valuation
                Date exceeds (b) the S&P Value, as of such Valuation Date, of all
                Posted Credit Support held by the Secured Party,
                and

            


    

     

    
      	
               

            	
              (2)

            	
              the
                amount by which (a) the Moody’s Credit Support Amount for such Valuation
                Date exceeds (b) the Moody’s Value, as of such Valuation Date, of all
                Posted Credit Support held by the Secured Party.”,
                and

            


    

     

    
      	
               

            	
              (III)

            	
              if,
                on any Valuation Date, the Delivery Amount equals or exceeds the
                Pledgor’s
                Minimum Transfer Amount, the Pledgor will Transfer to the Secured
                Party
                sufficient Eligible Credit Support to ensure that, immediately following
                such transfer, the Delivery Amount shall be
                zero.

            


    

     

    
      	
              (B)       
                 

            	
              “Return
                Amount” has the meaning specified in Paragraph 3(b), except
                that:

            


    

     

    
      	
               

            	
              (I)

            	
              the
                sentence beginning “Unless otherwise specified in Paragraph 13” and ending
                “(ii) the Credit Support Amount.” shall be deleted in its entirety and
                replaced with the following:

            


    

     

    “The
      “Return Amount” applicable to the Secured Party for
      any Valuation Date will equal the lesser of

     

    
      	
               

            	
              (1)

            	
              the
                amount by which (a) the S&P Value, as of such Valuation Date, of all
                Posted Credit Support held by the Secured Party exceeds (b) the S&P
                Credit Support Amount for such Valuation Date,
                and

            


    

     

    
      	
               

            	
              (2)

            	
              the
                amount by which (a) the Moody’s Value, as of such Valuation Date, of all
                Posted Credit Support held by the Secured Party exceeds (b) the Moody’s
                Credit Support Amount for such Valuation Date.”,
                and

            


    

     

    
      	
               

            	
               (II)

            	
              in
                no event shall the Secured Party be required to Transfer any Posted
                Credit
                Support under Paragraph 3(b) if, immediately following such transfer,
                the
                Delivery Amount would be greater than
                zero.

            


    

     

    
      	
              (C)          

            	
              The
                definition of “Credit Support Amount” shall be
                deleted.

            


    

     

    
      	
              (ii)         
                 

            	
              Eligible
                Collateral.

            


    

     

    The
      items
      set forth on the schedule of Eligible Collateral attached as Schedule A hereto
      will qualify as “Eligible Collateral” (for the
      avoidance of doubt, all Eligible Collateral to be denominated in
      USD).

     

    
      	
              (iii)       
                  

            	
              Other
                Eligible Support.

            


    

     

    The
      following items will qualify as “Other Eligible
      Support” for the party specified:

     

    Not
      applicable.

     

    
      	
              (iv)     
                  

            	
              Threshold.

            


    

     

    
      	
              (A)  
                      

            	
              “Independent
                Amount” means zero with respect to Party A and Party
                B.

            


    

     

    
      	
              (B)  
                        

            	
              “Moody’s
                Threshold” means, with respect to Party A and any Valuation
                Date, if a Moody’s First Trigger Downgrade Event has occurred and is
                continuing and such Moody’s First Trigger Downgrade Event has been
                continuing (i) for at least 30 Local Business Days or (ii) since
                this
                Annex was executed, zero; otherwise,
                infinity.

            


    

     

    “S&P
      Threshold” means, with respect to Party A and any Valuation Date,
      if  an S&P Approved Ratings Downgrade Event has occurred and is
      continuing and such S&P Approved Ratings Downgrade Event has been continuing
      (i) for at least 10 Local Business Days or (ii) since this Annex was executed,
      zero; otherwise, infinity.

     

    
      “Threshold”
        means, with respect to Party B and any Valuation Date,
        infinity.

    

     

    
      	
              (C)  
                       

            	
              “Minimum
                Transfer Amount” means USD 100,000 with respect to Party A
                and Party B; provided, however, that if the aggregate Certificate
                Principal Balance of any Certificates and the aggregate principal
                balance
                of any Notes rated by S&P is at the time of any transfer less than USD
                50,000,000, the “Minimum Transfer Amount” shall
                be USD 50,000.

            


    

     

    
      	
              (D)       
                  

            	
              Rounding:
                The Delivery Amount will be rounded up to the nearest integral multiple
                of
                USD 10,000. The Return Amount will be rounded down to the nearest
                integral
                multiple of USD 10,000.

            


    

     

    
      	
              (c)  

            	
              Valuation
                and Timing.

            


    

     

    
      	
              (i)          
                 

            	
              “Valuation
                Agent” means Party A.

            


    

     

    
      	
              (ii)         
                 

            	
              “Valuation
                Date” means each Local Business Day on which any of the
                S&P Threshold or the Moody’s Threshold is
                zero.

            


    

     

    
      	
              (iii)       
                  

            	
              “Valuation
                Time” means the close of business in the city of the
                Valuation Agent on the Local Business Day immediately preceding the
                Valuation Date or date of calculation, as applicable; provided
                that the calculations of Value and Exposure will be made as of
                approximately the same time on the same date.  The Valuation
                Agent will notify each party (or the other party, if the Valuation
                Agent
                is a party) of its calculations not later than the Notification Time
                on
                the applicable Valuation Date (or in the case of Paragraph 6(d),
                the Local
                Business Day following the day on which such relevant calculations
                are
                performed).”

            


    

     

    
      	
              (iv)      
                  

            	
              “Notification
                Time” means 11:00 a.m., New York time, on a Local Business
                Day.

            


    

     

    
      	
              (d)  

            	
              Conditions
                Precedent and Secured Party’s Rights and
                Remedies.  The following Termination Events will
                be a “Specified Condition” for the party
                specified (that party being the Affected Party if the Termination
                Event
                occurs with respect to that party):  With respect to Party A and
                Party B: None.

            


    

     

    
      	
              (e)  

            	
              Substitution.

            


    

     

    
      	
              (i)         
                  

            	
              “Substitution
                Date” has the meaning specified in Paragraph
                4(d)(ii).

            


    

     

    
      	
              (ii)        
                  

            	
              Consent.  If
                specified here as applicable, then the Pledgor must obtain the Secured
                Party’s consent for any substitution pursuant to Paragraph
                4(d):  Inapplicable.

            


    

     

    
      	
              (f)  

            	
              Dispute
                Resolution.

            


    

     

    
      	
              (i)          
                 

            	
              “Resolution
                Time” means 1:00 p.m. New York time on the Local Business
                Day following the date on which the notice of the dispute is given
                under
                Paragraph 5.

            


    

     

    
      	
              (ii)        
                  

            	
              Value.  Notwithstanding
                anything to the contrary in Paragraph 12, for the purpose of Paragraphs
                5(i)(C) and 5(ii), the S&P Value and Moody’s Value, on any date, of
                Eligible Collateral other than Cash will be calculated as
                follows:

            


    

     

    For
      Eligible Collateral other than Cash in the form of securities listed in Schedule
      A: the sum of (A) the product of (1)(x) the bid-side quotation at the Valuation
      Time for such securities on the principal national securities exchange on which
      such securities are listed, or (y) if such securities are not listed on a
      national securities exchange, the arithmetic mean of the bid-side quotations
      for
      such securities quoted at the Valuation Time by any three principal market
      makers for such securities selected by the Valuation Agent, provided that if
      only two bid-side quotations are obtained, then the arithmetic mean of such
      two
      bid-side quotations will be used, and if only one bid-side quotation is
      obtained, such quotation shall be used, or (z) if no such bid price is listed
      or
      quoted for such date, the bid price listed or quoted (as the case may be) at
      the
      Valuation Time for the day next preceding such date on which such prices were
      available and (2) the applicable Valuation Percentage for such Eligible
      Collateral, and (B) the accrued interest on such securities (except to the
      extent Transferred to the Pledgor pursuant to Paragraph 6(d)(ii) or included
      in
      the applicable price referred to in the immediately preceding clause (A)) as
      of
      such date.

     

    For
      Cash,
      the amount thereof multiplied, in the case of the S&P Value, by the
      applicable S&P Valuation Percentage.

     

    
      	
              (iii)       
                  

            	
              Alternative.  The
                provisions of Paragraph 5 will
                apply.

            


    

     

    
      	
              (g)  

            	
              Holding
                and Using Posted
                Collateral.

            


    

     

    
      	
              (i)          
                 

            	
              Eligibility
                to Hold Posted Collateral; Custodians. Party B (or its
                Custodian) will be entitled to hold Posted Collateral pursuant to
                Paragraph 6(b), provided that the following conditions applicable
                to it
                are satisfied:

            


    

     

    
      	
               

            	
              (1)

            	
              it
                is not a Defaulting Party.

            


    

     

    
      	
               

            	
              (2)

            	
              Posted
                Collateral consisting of Cash or certificated securities that cannot
                be
                paid or delivered by book-entry may be held only in any state of
                the
                United States which has adopted the Uniform Commercial Code,
                and

            


    

     

    
      	
               

            	
              (3)

            	
              in
                the case of any Custodian for Party B, such Custodian (or, to the
                extent
                applicable, its parent company or credit support provider) shall
                then have
                credit ratings from S&P at least equal to the Custodian Required
                Rating Threshold. If at any time the Custodian does not have credit
                ratings from S&P at least equal to the Custodian Required Rating
                Threshold, the Trustee must within 60 days obtain a replacement Custodian
                with credit ratings from S&P at least equal to the Custodian Required
                Rating Threshold.

            


    

     

    Initially,
      the Custodian for Party B is: Trust Administrator

     

    
      	
              (ii)        
                  

            	
              Amendment
                of Paragraph 6(c:)Use of Posted
                Collateral. Paragraph 6(c) shall be deleted in its
                entirety and replaced with the
                following:

            


    

     

    “Without
      limiting the rights and obligaitons of the parties under Paragraphs 3, 4(d)(ii),
      5, 6(b)(i), 6(d)8, and any other provision of this Agreement and the right
      of
      the Secured Party to assign its rights under this Agreement by way of security
      pursuant to the Pooling and Servicing Agreement, the Secured Party will not
      be
      permitted to sell, pledge, rehypothecate, assign, invest (other than in
      accordance with Paragraph 13(h)(i), lend or otherwise dispose of, or otherwise
      use in its business (other than uses incidental to its holding of Posted
      Collateral hereunder) any Posted Collateral it holds; provided that (1) if
      Pledgor delivers Posted Collateral in book-entry form, Secured Party will have
      the right to register any Posted Collateral in the name of the Secured Party,
      its Custodian or a nominee for either and (2) the Secured Party shall have
      no
      obligations under this paragraph in relation to Posted Collateral which it
      has
      liquidated or Set-off in accordance with Paragraph 8(a).”

     

    
      	
              (h)  

            	
              Distributions
                and Interest Amount.

            


    

     

    
      	
              (i)         
                  

            	
              Interest
                Rate.  The “Interest
                Rate” will be the actual interest rate earned on Posted
                Collateral in the form of Cash that is held by Party B or its Custodian.
                Posted Collateral in the form of Cash shall be invested in such overnight
                (or redeemable within two Local Business Days of demand) Permitted
                Investments rated at least (x) AAAm or AAAm-G by S&P and (y) Prime-1
                by Moody’s or Aaa by Moody’s, as directed by Party A.  Gains and
                losses incurred in respect of any investment of Posted Collateral
                in the
                form of Cash in Permitted Investments as directed by Party A shall
                be for
                the account of Party A.

            


    

     

    
      	
              (ii)        
                  

            	
              Amendment
                of Paragraph 6(d)(i) – Distributions.  Paragraph
                6(d)(i) shall be deleted in its entirety and replaced with the
                following:

            


    

     

    “Distributions.  Subject
      to Paragraph 4(a), if Party B receives Distributions on a Local Business Day,
      it
      will Transfer to Party A not later than the following Local Business Day any
      Distributions it receives to the extent that a Delivery Amount would not be
      created or increased by that Transfer, as calculated by the Valuation Agent
      (and
      the date of calculation will be deemed to be a Valuation Date for this purpose).
      ”

     

    
      	
              (iii)       
                  

            	
              Amendment
                of Paragraph 6(d)(ii) – Interest Amount.  Clause
                (d)(ii) of Paragraph 6 shall be amended and restated to read in its
                entirety as follows:

            


    

     

    
      	
               

            	
              “(ii)
                Interest Amount.  In lieu of any interest,
                dividends or other amounts paid with respect to Posted Collateral
                in the
                form of Cash (all of which may be retained by the Secured Party),
                the
                Secured Party will Transfer to the Pledgor on the 20th day of each
                calendar month (or if such day is not a Local Business Day, the next
                Local
                Business Day) the Interest Amount.  Any Interest Amount or
                portion thereof actually received by Party B, but not Transferred
                pursuant
                to this Paragraph will constitute Posted Collateral in the form of
                Cash
                and will be subject to the security interest granted under Paragraph
                2.  For purposes of calculating the Interest Amount the amount
                of interest calculated for each day of the interest period shall
                be
                compounded monthly.”  Secured Party shall not be obligated to
                transfer any Interest Amount unless and until it has received such
                amount.

            


    

     

    
      	
              (i)  

            	
              Additional
                Representation(s).  There are no additional
                representations by either party.

            


    

     

    
      	
              (j)  

            	
              Other
                Eligible Support and Other Posted
                Support.

            


    

     

    
      	
              (i)         
                  

            	
              “Value”
                with respect to Other Eligible Support and Other Posted Support means:
                not
                applicable.

            


    

     

    
      	
              (ii)        
                  

            	
              “Transfer”
                with respect to Other Eligible Support and Other Posted Support means:
                not
                applicable.

            


    

     

    
      	
              (k)  

            	
              Demands
                and Notices.All demands, specifications and notices under
                this Annex will be made pursuant to the Notices Section of this Agreement,
                except that any demand, specification or notice shall be given to
                or made
                at the following addresses, or at such other address as the relevant
                party
                may from time to time designate by giving notice (in accordance with
                the
                terms of this paragraph) to the other
                party:

            


    

     

    If
      to
      Party A, at the address specified pursuant to the Notices Section of this
      Agreement.

     

    If
      to
      Party B, at the address specified pursuant to the Notices Section of this
      Agreement.

     

    If
      to
      Party B’s Custodian:  at the address designated in writing from time
      to time.

     

    
      	
              (l)  

            	
              Address
                for Transfers.  Each Transfer hereunder shall be
                made to the address specified below or to an address specified in
                writing
                from time to time by the party to which such Transfer will be
                made.

            


    

     

    Party
      A
      account details for holding collateral:

     

    Citibank,
      N.A., New York

               
      ABA Number: 021-0000-89, for the account of Bear, Stearns Securities
      Corp.

               
      Account Number: 0925-3186, for further credit to Bear Stearns Financial Products
      Inc.

                Sub-account  Number:
      102-04654-1-3

    Attention:
      Derivatives Department

    


    Party
      B’s
      Custodian account details for holding collateral:

     

    Citibank,
      N.A.

    New
      York,
      NY

    ABA#
      021-000-089

    Account#
      3617-2242

    Ref:
      CMLTI 2007-WFHE4 Swap Collateral Account

    ASTRA
      A/C# 107078

    


    
      	
              (m)  

            	
              Other
                Provisions.

            


    

     

    
      	
              (i)          
                 

            	
              Collateral
                Account.  Party B shall open and maintain a
                segregated account, and hold, record and identify all Posted Collateral
                in
                such segregated account.

            


    

     

    
      	
              (ii)         
                 

            	
              Agreement
                as to Single Secured Party and Single Pledgor. Party A and
                Party B hereby agree that, notwithstanding anything to the contrary
                in
                this Annex, (a) the term “Secured Party” as used in this Annex means only
                Party B, (b) the term “Pledgor” as used in this Annex means only Party A,
                (c) only Party A makes the pledge and grant in Paragraph 2, the
                acknowledgement in the final sentence of Paragraph 8(a) and the
                representations in Paragraph 9.

            


    

     

    
      	
              (iii)        
                 

            	
              Calculation
                of Value.  Paragraph 4(c) is hereby amended by
                deleting the word “Value” and inserting in lieu thereof “S&P Value,
                Moody’s Value”.  Paragraph 4(d)(ii) is hereby amended by (A)
                deleting the words “a Value” and inserting in lieu thereof “an S&P
                Value, Moody’s Value” and (B) deleting the words “the Value” and inserting
                in lieu thereof “S&P Value, Moody’s Value”.  Paragraph 5
                (flush language) is hereby amended by deleting the word “Value” and
                inserting in lieu thereof “S&P Value, Moody’s
                Value”.  Paragraph 5(i) (flush language) is hereby amended by
                deleting the word “Value” and inserting in lieu thereof “S&P Value,
                Moody’s Value”.  Paragraph 5(i)(C) is hereby amended by deleting
                the word “the Value, if” and inserting in lieu thereof “any one or more of
                the S&P Value, Moody’s Value, as may be”.  Paragraph 5(ii)
                is hereby amended by (1) deleting the first instance of the words
“the
                Value” and inserting in lieu thereof “any one or more of the S&P
                Value, Moody’s Value” and (2) deleting the second instance of the words
                “the Value” and inserting in lieu thereof “such disputed S&P Value,
                Moody’s Value”.  Each of Paragraph 8(b)(iv)(B) and Paragraph
                11(a) is hereby amended by deleting the word “Value” and inserting in lieu
                thereof “least of the S&P Value, Moody’s
                Value”.

            


    

     

    
      	
              (iv)       
                  

            	
              Form
                of Annex. Party A and Party B hereby
                agree that the text of Paragraphs 1 through 12, inclusive, of this
                Annex
                is intended to be the printed form of ISDA Credit Support Annex (Bilateral
                Form - ISDA Agreements Subject to New York Law Only version) as published
                and copyrighted in 1994 by the International Swaps and Derivatives
                Association, Inc.

            


    

     

    
      	
              (v)        
                  

            	
              Events
                of Default.  Clause (iii) of Paragraph 7 shall not
                apply to Party B.

            


    

     

    
      	
              (vi)       
                  

            	
              Expenses.  Notwithstanding
                anything to the contrary in Paragraph 10, the Pledgor will be responsible
                for, and will reimburse the Secured Party for, all transfer and other
                taxes and other costs involved in maintenance and any Transfer of
                Eligible
                Collateral.

            


    

     

    
      	
              (vii)      
                  

            	
              Withholding.  Paragraph
                6(d)(ii) is hereby amended by inserting immediately after “the Interest
                Amount” in the fourth line thereof  the words “less any
                applicable withholding taxes.”

            


    

     

     (ix)           Additional
      Definitions.  As used in this Annex:

     

    “Custodian
      Required Rating Threshold” means, with respect to an entity, a
      short-term unsecured and unsubordinated debt rating from S&P of “A-1,” or,
      if such entity does not have a short-term unsecured and unsubordinated debt
      rating from S&P, a long-term unsecured and unsubordinated debt rating or
      counterparty rating from S&P of “A+”.

     

    “DV01”
      means, with respect to a Transaction and any date of determination, the
      estimated change in the Secured Party’s Transaction Exposure with respect to
      such Transaction that would result from a one basis point change in the relevant
      swap curve on such date, as determined by the Valuation Agent in good faith
      and
      in a commercially reasonable manner in accordance with the relevant methodology
      customarily used by the Valuation Agent.  The Valuation Agent shall,
      upon request of Party B, provide to Party B a statement showing in reasonable
      detail such calculation.

     

    “Exposure”
      has the meaning specified in Paragraph 12, except that (1) after the word
“Agreement” the words “(assuming, for this purpose only, that Part 1(f)(i)(A-E)
      of the Schedule is deleted)” shall be inserted and (2) at the end of the
      definition of Exposure, the words "without assuming that the terms of such
      Replacement Transactions are materially less beneficial for Party B than the
      terms of this Agreement" shall be added.

     

    “Local
      Business Day” means, for purposes of this Annex: any day on which
      (A) commercial banks are open for business (including dealings in foreign
      exchange and foreign currency deposits) in New York and the location of Party
      A,
      Party B and any Custodian, and (B) in relation to a Transfer of Eligible
      Collateral, any day on which the clearance system agreed between the parties
      for
      the delivery of Eligible Collateral is open for acceptance and execution of
      settlement instructions (or in the case of a Transfer of Cash or other Eligible
      Collateral for which delivery is contemplated by other means a day on which
      commercial banks are open for business (including dealings in foreign exchange
      and foreign deposits) in New York and the location of Party A, Party B and
      any
      Custodian.

     

    “Moody’s
      Credit Support Amount” means, for any
      Valuation Date:

     

    
      	
               

            	
              (A)

            	
              if
                the Moody’s Threshold for such Valuation Date is zero and (i) it is not
                the case that a Moody’s Second Trigger Downgrade Event has occurred and is
                continuing or (ii) a Moody’s Second Trigger Downgrade Event has occurred
                and is continuing and less than 30 Local Business Days have elapsed
                since
                such Moody’s Second Trigger Downgrade Event first occurred, an amount
                equal to the greater of (x) zero and (y) the sum of the Secured Party’s
                Exposure and the aggregate of Moody’s First Trigger Additional Amounts for
                all Transactions and such Valuation
                Date;

            


    

     

    
      	
               

            	
              (B)

            	
              if
                the Moody’s Threshold for such Valuation Date is zero and if a Moody’s
                Second Trigger Downgrade Event has occurred and is continuing and
                at least
                30 Local Business Days have elapsed since such Moody’s Second Trigger
                Downgrade Event first occurred, an amount equal to  the greatest
                of (x) zero, (y) the aggregate amount of the Next Payments for all
                Next
                Payment Dates, and (z) the sum of the Secured Party’s Exposure and the
                aggregate of Moody’s Second Trigger Additional Amounts for all
                Transactions and such Valuation Date;
                or

            


    

     

    
      	
               

            	
              (C)

            	
              if
                the Moody’s Threshold for such Valuation Date is infinity,
                zero.

            


    

     

    “Moody’s
      First Trigger Additional Amount” means, for any
      Valuation Date and any Transaction, the lesser of (x) the product of the Moody’s
      First Trigger DV01 Multiplier and DV01 for such Transaction and such Valuation
      Date and (y) the product of (i) the Moody’s First Trigger Notional Amount
      Multiplier, (ii) the Scale Factor, if any, for such Transaction, or, if no
      Scale
      Factor is applicable for such Transaction, one and (iii) the Notional Amount
      for
      such Transaction for the Calculation Period for such Transaction (each as
      defined in the related Confirmation) which includes such Valuation
      Date.

     

    “Moody’s
      First Trigger Downgrade Event” means that no Relevant Entity has
      credit ratings from Moody’s at least equal to the Moody’s First Trigger Ratings
      Threshold.

     

    “Moody’s
      First Trigger DV01 Multiplier” means 15.

     

    “Moody’s
      First Trigger Notional Amount Multiplier” means 2%.

     

    “Moody’s
      First Trigger Value” means, on any date and with respect to any
      Eligible Collateral other than Cash, the bid price obtained by the Valuation
      Agent multiplied by the Moody’s First Trigger Valuation Percentage for such
      Eligible Collateral set forth in Schedule A.

     

    “Moody’s
      Second Trigger Additional Amount” means, for any Valuation Date
      and any Transaction,

     

    
      	
               

            	
              (A)

            	
              if
                such Transaction is not a Transaction-Specific Hedge, the lesser
                of (i)
                the product of the Moody’s Second Trigger DV01 Multiplier and DV01 for
                such Transaction and such Valuation Date and (ii) the product of
                (1) the
                Moody’s Second Trigger Notional Amount Multiplier, (2) the Scale Factor,
                if any, for such Transaction, or, if no Scale Factor is specified
                in such
                Transaction, one and (3) the Notional Amount for such Transaction
                for the
                Calculation Period for such Transaction (each as defined in the related
                Confirmation) which includes such Valuation Date;
                or

            


    

     

    
      	
               

            	
              (B)

            	
              if
                such Transaction is a Transaction-Specific Hedge, the lesser of (i)
                the
                product of the Moody’s Second Trigger Transaction-Specific Hedge DV01
                Multiplier and DV01 for such Transaction and such Valuation Date
                and (ii)
                the product of (x) the Moody’s Second Trigger Transaction-Specific Hedge
                Notional Amount Multiplier, (y) the Scale Factor, if any, for such
                Transaction, or, if no Scale Factor is applicable for such Transaction,
                one, and (z) the Notional Amount for such Transaction for the Calculation
                Period for such Transaction (each as defined in the related Confirmation)
                which includes such Valuation Date.

            


    

     

    “Moody’s
      Second Trigger DV01 Multiplier” means 50.

     

    “Moody’s
      Second Trigger Notional Amount Multiplier” means 8%.

     

    “Moody’s
      Second Trigger Transaction-Specific Hedge DV01 Multiplier” means
      65.

     

    “Moody’s
      Second Trigger Transaction-Specific Hedge Notional Amount
      Multiplier” means 10%.

     

    “Moody’s
      Valuation Percentage” means, with respect to a Valuation Date and
      each item of Eligible Collateral,

     

    
      	
               

            	
              (A)

            	
              if
                the Moody’s Threshold for such Valuation Date is zero and (i) it is not
                the case that a Moody’s Second Trigger Downgrade Event has occurred and is
                continuing or (ii) a Moody’s Second Trigger Downgrade Event has occurred
                and is continuing and less than 30 Local Business Days have elapsed
                since
                such Moody’s Second Trigger Downgrade Event first occurred, the
                corresponding percentage for such Eligible Collateral in the column
                headed
                “Moody’s First Trigger Valuation Percentage”,
                or

            


    

     

    
      	
               

            	
              (B)

            	
              if
                a Moody’s Second Trigger Downgrade Event has occurred and is continuing
                and at least 30 Local Business Days have elapsed since such Moody’s Second
                Trigger Downgrade Event first occurred, the corresponding percentage
                for
                such Eligible Collateral in the column headed “Moody’s Second Trigger
                Valuation Percentage.

            


    

     

    “Moody’s
      Value” means, on any date and with respect to any Eligible
      Collateral the product of (x) the bid price obtained by the Valuation Agent
      and
      (y) the applicable Moody’s Valuation Percentage for such Eligible Collateral set
      forth in Schedule A.

     

    “Next
      Payment” means, in respect of each Next Payment Date, the greater
      of (i) the aggregate amount of any payments due to be made by Party A under
      Section 2(a) on such Next Payment Date less the aggregate amount of any payments
      due to be made by Party B under Section 2(a) on such Next Payment Date (any
      such
      payments determined based on rates prevailing the date of determination) and
      (ii) zero.

     

    “Next
      Payment Date” means each date on which the next scheduled payment
      under any Transaction is due to be paid.

     

     “Replacement
      Transaction” for the purposes of this
      Annex, means, with respect to any Terminated Transaction or group
      of Terminated Transactions, a transaction or group of transactions that would
      have the effect of preserving for the Secured Party the economic equivalent
      of
      any payment or delivery (whether the underlying obligation was absolute or
      contingent and assuming the satisfaction of each applicable condition precedent)
      by the parties under Section 2(a)(i) in respect of such Terminated Transaction
      or group of Terminated Transactions that would, but for the occurrence of the
      relevant Early Termination Date, have been required after that date, without
      assuming that the terms of such transaction or group of transactions are
      materially less beneficial for Party B than the terms of the Terminated
      Transaction or group of Terminated Transactions.

     

    “S&P
      Approved Ratings Downgrade Event” means that no Relevant Entity
      has credit ratings from S&P at least equal to the S&P Approved Ratings
      Threshold.

     

    “S&P
      Credit Support Amount” means, for any Valuation Date:

     

    
      	
               

            	
              (A)

            	
              if
                the S&P Threshold for such Valuation Date is zero and it is not the
                case that an S&P Required Ratings Downgrade Event has occurred and
                been continuing for at least 10 Local Business Days, an amount equal
                to
                the greater of (x) zero and (y) the Secured Party’s Exposure on such
                Valuation Date;

            


    

     

    
      	
               

            	
              (B)

            	
              if
                the S&P Threshold for such Valuation Date is zero and it is the case
                that an S&P Required Ratings Downgrade Event has occurred and been
                continuing for at least 10 Local Business Days, an amount equal to
                the
                greater of (x) zero and (y) 125% of the Secured Party’s Exposure on such
                Valuation Date; or

            


    

     

    
      	
               

            	
               (C)

            	
              if
                the S&P Threshold for such Valuation Date is infinity,
                zero.

            


    

     

     “S&P
      Valuation Percentage” means, with respect to a Valuation Date and
      each item of Eligible Collateral,

     

    
      	
               

            	
              (A)

            	
              if
                the S&P Threshold for such Valuation Date is zero and it is not the
                case that an S&P Required Ratings Downgrade Event has occurred and
                been continuing for at least 10 Local Business Days, the corresponding
                percentage for such Eligible Collateral in the column headed “S&P
                Approved Ratings Valuation Percentage;”
or

            


    

     

    
      	
               

            	
              (B)

            	
              if
                an S&P Required Ratings Downgrade Event has occurred and been
                continuing for at least 10 Local Business Days, the corresponding
                percentage for such Eligible Collateral in the column headed “S&P
                Required Ratings Valuation
                Percentage”.

            


    

     

    “S&P
      Value” means, on any date and with respect to any Eligible
      Collateral, (A) in the case of Eligible Collateral other than Cash, the product
      of (x) the bid price obtained by the Valuation Agent for such Eligible
      Collateral and (y) the applicable S&P Valuation Percentage for such Eligible
      Collateral set forth in Schedule A and (B) in the case of Cash, the amount
      thereof multiplied by the applicable S&P Valuation Percentage.

     

    “Transaction
      Exposure” means, for any Transaction, Exposure determined as if
      such Transaction were the only Transaction between the Secured Party and the
      Pledgor.

     

    “Transaction-Specific
      Hedge” means any Transaction that is (i) an interest rate swap in
      respect of which (x) the notional amount of the interest rate swap is “balance
      guaranteed” or (y) the notional amount of the interest rate swap for any
      Calculation Period (as defined in the related Confirmation) otherwise is not
      a
      specific dollar amount that is fixed at the inception of the Transaction, (ii)
      an interest rate cap, (iii) an interest rate floor or (iv) an interest rate
      swaption.

     

    “Valuation
      Percentage” shall mean, for purposes of determining the S&P
      Value or Moody’s Value with respect to any Eligible Collateral or Posted
      Collateral, the applicable S&P Valuation Percentage or Moody’s Valuation
      Percentage for such Eligible Collateral or Posted Collateral, respectively,
      in
      each case as set forth in Schedule A.

     

    “Value”
      shall mean, in respect of any date, the related S&P Value and the related
      Moody’s Value.

     

    [Remainder
      of this page intentionally left blank]

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    IN
      WITNESS WHEREOF, the parties have
      executed this Annex by their duly authorized representatives as of the date
      of
      the Agreement.

     

    
      	
              BEAR
                STEARNS FINANCIAL PRODUCTS INC.

            	 	
              CITIBANK,
                N.A., NOT IN ITS INDIVIDUAL CAPACITY BUT SOLELY AS SUPPLEMENTAL INTEREST
                TRUST TRUSTEE ON BEHALF OF THE SUPPLEMENTAL INTEREST TRUST WITH RESPECT
                TO
                THE CITIGROUP MORTGAGE LOAN TRUST 2007-WFHE4, ASSET-BACKED PASS THROUGH
                CERTIFICATES, SERIES 2007-WFHE4

            
	 	 	 
	 	 	 
	 	 	 
	
              By:

            	 	 	
              By:

            	 
	 	
              Name:

            	 	 	
              Name:

            
	 	
              Title:

            	 	 	
              Title:

            
	 	
              Date:

            	 	 	
              Date:

            


    

    


     

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    SCHEDULE
      A

     

    Eligible
      Collateral

     

     

    
      
        	
                ISDA
                  Collateral

                Asset
                  Definition

                (ICAD)
                  Code

              	 	
                Remaining
                  Maturity in Years

              	 	
                S&P

                Valuation
                  Approved 

                Ratings
                  Percentage

              	 	
                S&P

                Required
                  Ratings

                Valuation
                  Percentage

              	 	
                Moody’s

                First
                  Trigger

                Valuation
                  Percentage

              	 	
                Moody’s

                Second
                  Trigger

                Valuation
                  Percentage

              
	
                (A)  US-CASH

              	 	
                N/A

              	 	
                100%

              	 	
                80%

              	 	
                100%

              	 	
                100%

              
	
                (B)  
                  US-TBILL

                       
                  US-TNOTE

                       
                  US-TBOND

              	 	 	 	 	 	 	 	 	 	 
	 	 	
                1
                  or less

              	 	
                98.9%

              	 	
                79.1%

              	 	
                100%

              	 	
                100%

              
	 	 	
                More
                  than 1 but not more than 2

              	 	
                98%

              	 	
                78.4%

              	 	
                100%

              	 	
                99%

              
	 	 	
                More
                  than 2 but not more than 3

              	 	
                98%

              	 	
                78.4%

              	 	
                100%

              	 	
                98%

              
	 	 	
                More
                  than 3 but not more than 5

              	 	
                98%

              	 	
                78.4%

              	 	
                100%

              	 	
                97%

              
	 	 	
                More
                  than 5 but not more than 7

              	 	
                93.7%

              	 	
                75%

              	 	
                100%

              	 	
                96%

              
	 	 	
                More
                  than 7 but not more than 10

              	 	
                92.6%

              	 	
                74.1%

              	 	
                100%

              	 	
                94%

              
	 	 	
                More
                  than 10 but not more than 20

              	 	
                91.1%

              	 	
                72.9%

              	 	
                100%

              	 	
                90%

              
	 	 	
                More
                  than 20

              	 	
                88.6%

              	 	
                70.9%

              	 	
                100%

              	 	
                88%

              
	
                (C)  US-GNMA

                       US-FNMA

                       US-FHLMC

              	 	 	 	 	 	 	 	 	 	 
	 	 	
                1
                  or less

              	 	
                98.5%

              	 	
                78.8%

              	 	
                100%

              	 	
                99%

              
	 	 	
                More
                  than 1 but not more than 2

              	 	
                98%

              	 	
                78.4%

              	 	
                100%

              	 	
                99%

              
	 	 	
                More
                  than 2 but not more than 3

              	 	
                98%

              	 	
                78.4%

              	 	
                100%

              	 	
                98%

              
	 	 	
                More
                  than 3 but not more than 5

              	 	
                98%

              	 	
                78.4%

              	 	
                100%

              	 	
                96%

              
	 	 	
                More
                  than 5 but not more than 7

              	 	
                92.6%

              	 	
                74.1%

              	 	
                100%

              	 	
                93%

              
	 	 	
                More
                  than 7 but not more than 10

              	 	
                92.6%

              	 	
                74.1%

              	 	
                100%

              	 	
                93%

              
	 	 	
                More
                  than 10 but not more than 20

              	 	
                87.7%

              	 	
                70.2%

              	 	
                100%

              	 	
                89%

              
	 	 	
                More
                  than 20

              	 	
                84.4%

              	 	
                67.5%

              	 	
                100%

              	 	
                87%

              


      

      

 

    

    The
      ISDA
      Collateral Asset Definition (ICAD) Codes used in this Schedule A are taken
      from
      the Collateral Asset Definitions (First Edition – June 2003) as published and
      copyrighted in 2003 by the International Swaps and Derivatives Association,
      Inc.

     

    


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      SCHEDULE
        1

       

      MORTGAGE
        LOAN SCHEDULE

       

      As
        filed
        with the SEC on October 30, 2007.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      SCHEDULE
        2

       

      PREPAYMENT
        CHARGE SCHEDULE

       

      AVAILABLE
        UPON REQUEST